Earthlink 2013 Annual Report Download - page 128

3. ADMINISTRATION OF THE PLAN
3.1
Administration of the Plan
. The Committee shall be the sole administrator of the Plan and shall have full
authority to formulate adjustments and make interpretations under the Plan as it deems appropriate. The Committee shall
also be empowered to make any and all of the determinations not herein specifically authorized which may be necessary
or desirable for the effective administration of the Plan. Any decision or interpretation of any provision of this Plan
adopted by the Committee shall be final and conclusive. Benefits under this Plan shall be paid only if the Committee
determines, in its sole discretion, that the Participant or Beneficiary is entitled to them. None of the members of the
Committee shall be liable for any act done or not done in good faith with respect to this Plan. The Company shall bear
all expenses of administering this Plan.
4.
ELIGIBILITY
4.1
Establishing Participation . Each Employee whose position in the Employer’
s compensation structure
entitles him or her to participate in the Plan shall participate in the Plan for the applicable Bonus Period except that (a)
the Committee must approve the members of Management, if any, who shall be entitled to participate in the Plan for the
Bonus Period and (b) no Employee who is eligible for commission or incentive-
based compensation (in lieu of wages or
base salary) shall be eligible to participate in the Plan. The Committee shall retain the discretion to name as a Participant
any otherwise-eligible member of Management hired or promoted after the commencement of the Bonus Period.
5.
AMOUNT OF BONUS AWARDS
5.1
Establishment of Bonuses .
(a)
Initial Determinations
. The Committee shall establish generally for each Participant the
Performance Target Bonus Percent and the Performance Bonus Multiplier that will apply with respect to the designated
levels of achievement of the Corporate Performance Objectives for the Bonus Period. The Performance Bonus Multiplier
for each Participant will be based on the achievement of such Corporate Performance Objectives as the Committee shall
designate, which may include the achievement of one or more Corporate Performance Objectives or any combination of
Corporate Performance Objectives as the Committee may select. The Committee also shall establish generally for each
Management Participant the Discretionary Target Bonus Percent and Discretionary Bonus Multiplier that will apply with
respect to the designated levels of individual performance for the Bonus Period. The Discretionary Bonus Multiplier for
each Management Participant shall be based on the achievement of such individual performance levels, whether or not
with respect to Corporate Priorities, as the Committee shall designate, which may include the achievement of one or
more individual levels of performance or any combination of individual performance levels as the Committee may
select.
(b)
Corporate Performance Objectives
. The Committee shall establish the Corporate Performance
Objectives that must be achieved to determine each Participant’
s Performance Bonus Multiplier for the Bonus Period.
To the extent the Corporate Performance Objectives are not achieved, the Performance Bonus Multiplier shall be zero
(0). The Corporate
7