Earthlink 2013 Annual Report Download - page 129

Performance Objectives to be achieved must take into account and be calculated with respect to the full accrual and
payment of the Bonus Awards under the Plan.
The Corporate Performance Objectives must be established in writing no later than the earlier of (i) ninety
(90) days after the beginning the period of service to which they relate and (ii) before the lapse of twenty-
five percent
(25%) of the period of service to which they relate; they must be uncertain of achievement at the time they are
established; and the achievement of the Corporate Performance Objectives must be determinable by a third party with
knowledge of the relevant facts. The Corporate Performance Objectives may be stated with respect to HoldCo’
s, an
Affilate’s, a product’s, and/or a business unit’
s Adjusted EBITDA, Revenue or other Corporate Performance Objectives
and/or any combination of the foregoing as the Committee may designate. The Corporate Performance Objectives may,
but need not, be based upon an increase or positive result under the aforementioned business criteria and could include,
for example and not by way of limitation, maintaining the status quo or limiting the economic losses (measured, in each
case, by reference to the specific business criteria). The Corporate Performance Objectives may not include solely the
mere continued employment of the Participant. However, the Performance Bonus may become payable contingent on
the Participant’
s continued employment at the time the Bonus Award becomes payable, in addition to the Corporate
Performance Objectives described above.
(c)
Individual Performance Levels
. The Committee shall establish the individual performance levels
that must be achieved to determine each Management Participant’
s Discretionary Bonus Multiplier for the Bonus Period.
The individual performance levels may be established at the same time as the Committee establishes the Corporate
Performance Objectives or any other time during the Bonus Period or the Committee may determine each Management
Participant’s Discretionary Bonus Multiplier after review of the Management Participant’
s individual performance level
for the Bonus Period. The Discretionary Bonus may become payable contingent on the Management Participant’
s
continued employment at the time the Bonus Award becomes payable, in addition to the individual performance levels
that may be designated.
5.2
Calculation of Bonus Awards .
(a)
Timing of the Calculation
. The calculations necessary to determine the Bonus Awards for the
Bonus Period shall be made no later than the fifteenth day of the third month following the end of the Bonus Period for
which the Bonus Awards are to be calculated. Such calculation shall be carried out in accordance with this Section 5.2.
(b)
Calculation . Following the end of the Bonus Period, each Participant’
s Performance Bonus shall be
calculated, and the Participant’s Performance Bonus for the Bonus Period shall be either the Participant’
s Performance
Bonus or such lesser amount as the Committee in its sole discretion may determine as set forth in Section 5.2(d).
Following the end of the Bonus Period, each Management Participant’
s Discretionary Bonus, if any, also shall be
calculated, and the Management Participant’s Discretionary Bonus for the Bonus Period shall be either the Participant’
s
Discretionary Bonus or such lesser amount as the Committee in its sole discretion may determine as set forth in Section
5.2(d). Each Participant’
s Bonus Award will then be calculated. Notwithstanding any other provision of the Plan, the
Participant’s Bonus Award may not exceed the Participant’s Maximum Bonus Award.
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