Earthlink 2013 Annual Report Download - page 144

(3) A reduction by the Employer or an Affiliate in the Employee’
s base salary as in effect on the date
of this Plan or as his or her salary may be increased from time to time, without Employee’s written consent; or
(4)
A reduction by the Employer or an Affiliate in the target cash bonus payable to the Employee under
any incentive compensation plan(s), as it (or they) may be modified from time to time, in effect immediately prior to a
Change in Control of the Employer, or a failure by the Employer or an Affiliate to continue the Employee as a
participant in the incentive compensation plan(s) on at least the basis of the Employee’
s participation immediately prior
to a Change in Control of the Employer or to pay the Employee the amounts that he or she would be entitled to receive
in accordance with such plan(s); or
(5)
The Employer or an Affiliate requiring the Employee to be based more than thirty-
five (35) miles
from the location where he or she is based immediately prior to a Change in Control of the Employer, except for travel
on the Employer’s or Affiliate’
s business that is required or necessary to performance of his or her job and substantially
consistent with his or her business travel obligations prior to the Change in Control of the Employer, or if the Employee
consents to that relocation, the failure by the Employer or an Affiliate to pay (or reimburse the Employee for) all
reasonable moving expenses incurred by the Employee or to indemnify the Employee against any loss realized in the
sale of his or her principal residence in connection with that relocation; or
(6)
The failure by the Employer or an Affiliate to continue in effect any material retirement or
compensation plan, performance share plan, stock option plan, life insurance plan, health and accident plan, disability
plan or another benefit plan in which the Employee is participating immediately prior to a Change in Control of the
Employer (or provide plans providing him or her with substantially similar benefits), the taking of any action by the
Employer or an Affiliate that would adversely affect the Employee’
s participation or materially reduce his or her
benefits under any of those plans or deprive him or her of any material fringe benefit enjoyed by the Employee
immediately prior to a Change in Control of the Employer, or the failure by the Employer or an Affiliate to provide the
Employee with the number of paid vacation days to which he or she is then entitled in accordance with normal vacation
practices in effect immediately prior to a Change in Control of the Employer; or
(7)
The failure by the Employer or an Affiliate to obtain the assumption of the agreement to perform
this Plan by any successor; or
(8)
Any purported Termination of Employment that is not effected pursuant to a notice of termination
satisfying the requirements of a Termination of Employment for “Cause.”
Notwithstanding the foregoing, for purposes of Section 3 of the Plan regarding accelerated vesting of
outstanding restricted stock units only, "For Good Reason" means the Employee's Termination of Employment is by the
Employee other than on death or On Account of Disability and based on:
(i) With respect to an Employee in either the Gold or Silver Benefit Category, the assignment to the
Employee of duties materially inconsistent with his or her position
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