Earthlink 2013 Annual Report Download - page 131

6.3 Payment of Award
. The amount of the Bonus Award to be paid pursuant to this Section 6 to a Participant
who is employed by the Company to a Participant who is employed by the Company shall be paid as follows:
(a) The amount of the Bonus Award to be paid to a Participant who is employed by the Employer, other
than a Participant who is at the Director level or above, shall be paid in one lump sum cash payment by the Employer,
except that the Committee in its sole discretion, may elect to pay part or all of the amount of the Bonus Award that
exceeds the Participant’s Target Aggregate Bonus in shares of Common Stock in lieu of cash.
(b) The amount of the Bonus Award to be paid to a Participant who is at the Director level or above
shall be paid as follows: (i) the amount of the Bonus Award up to fifty percent (50%) of the Participant’
s Target
Aggregate Bonus shall be paid in one lump sum cash payment by the Employer; (ii) the amount of the Bonus Award that
exceeds fifty percent (50%), and up to one hundred percent (100%), of the Participant’
s Target Aggregate Bonus shall be
paid in one lump sum payment by the Employer in shares of Common Stock unless the Committee in its sole discretion
elects to pay some or all of such portion of the Bonus Award in cash; and (iii) the amount of the Bonus Award that
exceeds one hundred percent (100%) of the Participant’
s Target Aggregate Bonus shall be paid in one lump sum
payment by the Employer in cash, shares of Common Stock or any combination thereof, as the Committee in its sole
discretion may elect.
In the event part or all of any Bonus Award is to be paid in shares of Common Stock pursuant to this Section 6, the
number of shares to be delivered shall be equal to the dollar amount of the Bonus Award otherwise payable divided by
the closing price of a share of Common Stock on the day the Committee approves the annual equity award grants for the
2014 fiscal year. Shares of Common Stock to be delivered under this Plan shall be paid under HoldCo’
s 2011 Equity and
Cash Incentive Plan or under any other plan under which shares of Common Stock are otherwise available for payment
of Bonus Awards, as the Committee shall designate.
6.4
Taxes; Withholding
. To the extent required by law, the Employer shall withhold from all Distributions
made hereunder any amount required to be withheld by Federal and state or local government or other applicable laws.
Each Participant shall be responsible for satisfying in cash or cash equivalent acceptable to the Committee any income
and employment tax withholdings applicable to any Distribution to the Participant under the Plan. The Committee, to the
extent applicable law permits, may permit the Participant to pay applicable tax withholdings by withholding shares of
Common Stock that the Participant otherwise would receive upon the Distribution but only to satisfy the Participant’
s
minimum required tax withholdings. Any shares of Common Stock withheld to pay applicable tax withholdings shall be
equal to the dollar amount of the withholding divided by the closing price of a share of Common Stock on the last
trading date immediately before the date of the Distribution.
7.
CHANGE IN CONTROL
7.1
Payment after a Change in Control . If at any time after a Change in Control occurs the Participant’
s
employment with all Employers is terminated by an Employer for any reason other than Cause, death or Disability, then,
the Participant shall be entitled to receive for the Bonus Period
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