Earthlink 2013 Annual Report Download - page 149

of Employment shall have no effect upon an Employee’
s other rights, including but not limited to rights under any
Retirement Plan, Welfare Plan or other plan or program in which Employee participates, the amount, form and time of
payment of such benefits to be determined by the terms of such Retirement Plan, Welfare Plan, or other plan or program.
(c)
This Section 2 shall have no effect, and Employer shall have no obligations hereunder with respect to, an
Employee who has a Termination of Employment for any reason at any time other than within eighteen (18) months
after a Change in Control of the Employer occurs under the circumstances described in Section 2(a) above.
(d)
The Employer or Affiliate that employs the Employee on his or her Termination of Employment will fund
the payments to be made under the Plan to such Employee from its general assets.
(e)
Exhibit B
attached hereto provides a summary of the benefits to which an Employee will be entitled based
on the Benefit Category for which such Employee qualifies. In the event of any conflict between such summary and the
terms of Section 2 of the Plan, the provisions of Section 2 of the Plan shall govern.
(a)
(i) In the event no provision is made for the continuance, assumption or substitution by the Employer or
its successor in connection with a Change in Control of the Employer of outstanding stock options the Employer or an
Affiliate granted before the Change in Control of the Employer, then contemporaneously with the Change in Control of
the Employer, all outstanding stock options that the Employer or any Affiliate previously granted to an Employee in
either the Gold or Silver Benefit Category shall be exercisable in full, if not then already fully exercisable, in accordance
with the terms of such options and the applicable plans pursuant to which they were granted, notwithstanding any
provisions in the stock options or plans to the contrary regarding the exercisability of such options. If provision is made
for the continuance, assumption or substitution by the Employer or its successor in connection with the Change in
Control of the Employer of outstanding stock options the Employer or an Affiliate granted before the Change in Control
of the Employer, then on the Employee’
s Termination of Employment on or after a Change in Control of the Employer
occurs, all outstanding stock options that the Employer or any Affiliate previously granted to an Employee in either the
Gold or Silver Benefit Category shall be exercisable in full, if not then already fully exercisable, in accordance with the
terms of such options and the applicable plans pursuant to which they were granted, notwithstanding any provisions in
the stock options or plans to the contrary regarding the exercisability of such stock options.
(ii) In the event no provision is made for the continuance, assumption or substitution by the Employer
or its successor in connection with a Change in Control of the Employer of outstanding stock options the Employer or an
Affiliate granted before the Change in Control of the Employer, then contemporaneously with the Change in Control of
the Employer, all outstanding stock options that the Employer or any Affiliate previously granted to an Employee in the
Bronze Benefit Category shall be exercisable, in accordance with the terms of such options and the applicable plans
pursuant to which they were granted, notwithstanding any provisions in the stock options or
11
3. Accelerated Vesting of Options and Restricted Stock Units
.