Earthlink 2009 Annual Report Download - page 96

Table of Contents
EARTHLINK, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
10. Shareholders' Equity
Shareholder Rights Plan
During 2002, the Board of Directors adopted a shareholder rights plan (the "Rights Plan"). In connection with the Rights Plan, the Board of
Directors also declared a dividend of one right for each outstanding share of EarthLink's common stock for stockholders of record at the close of
business on August 5, 2002.
Each right entitles the holder to purchase one one-
thousandth (1/1000) of a share (a "Unit") of EarthLink's Series D Junior Preferred Stock
at a price of $60.00 per Unit upon certain events. Generally, in the event a person or entity acquires, or initiates a tender offer to acquire, at least
15% of EarthLink's then outstanding common stock, the rights will become exercisable for common stock having a value equal to two times the
exercise price of the right, or effectively at one-half of EarthLink's then-
current stock price. The rights are redeemable under certain
circumstances at $0.01 per right and will expire, unless earlier redeemed, on August 6, 2012.
Share Repurchases
Since the inception of the Company's share repurchase program, the Board of Directors has authorized a total of $750.0 million for the
repurchase of EarthLink's common stock. As of December 31, 2009, the Company had $146.8 million available under the current authorizations.
The Company may repurchase its common stock from time to time in compliance with the Securities and Exchange Commission's regulations
and other legal requirements, including through the use of derivative transactions, and subject to market conditions and other factors. The share
repurchase program does not require the Company to acquire any specific number of shares and may be terminated by the Board of Directors at
any time.
The following table summarizes share repurchases during the years ended December 31, 2007, 2008 and 2009 pursuant to the share
repurchase program, which have been recorded as treasury stock:
Dividends
In July 2009, the Company's Board of Directors declared a quarterly cash dividend on its common stock of $0.14 per share to stockholders
of record on September 14, 2009. The dividend was paid on September 28, 2009 and totaled $15.0 million. In October 2009, the Company's
Board of Directors declared a quarterly cash dividend on its common stock of $0.14 per share to stockholders of record on December 9, 2009.
The dividend was paid on December 23, 2009 and totaled $15.0 million. The Company currently intends to pay regular quarterly dividends on its
common stock. The Board of Directors also approved the payment of cash dividend amounts on each outstanding restricted stock unit to be paid
at the time the restricted stock unit vests. Cash dividend amounts are forfeited if the restricted stock units do not vest. Any decision to declare
future dividends will be made at the discretion of the Board of Directors and will depend on, among other things, the Company's results of
operations, financial condition, cash requirements, investment opportunities and other factors the Board of Directors may deem relevant.
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Year Ended December 31,
2007
2008
2009
(in thousands)
Number of shares repurchased
14,032
3,805
3,592
Aggregate purchase price
$
94,332
$
31,856
$
22,340