Earthlink 2013 Annual Report Download - page 152

and payable if the date, if any, for attainment of the performance criteria on which such restricted stock unit would have
become fully earned and payable has passed as of the date of the Change of Control or occurs more than twenty-
four
(24) months after the date of the Change in Control.
(iii) It is deemed under this Plan that the Employer or an Affiliate consistent with the plans and
agreements governing the applicable restricted stock units accelerated such restricted stock units becoming earned and
payable at such time and on such basis. Notwithstanding any other provision of this Plan, this Section 3 only impacts the
vesting of the applicable restricted stock units; it is not intended to nor does it extend the terms or expiration dates of the
applicable restricted stock units.
(iv) Notwithstanding any of the foregoing, for purposes of this Section 3 only, an Employee in the
Bronze Benefit Category who previously participated in the EarthLink, Inc. Accelerated Vesting and Compensation
Continuation Plan and who elected to participate in this Plan and waive any and all rights to benefits he or she had under
the EarthLink, Inc. Accelerated Vesting and Compensation Continuation Plan shall be treated for purposes of this
Section 3 as if he or she were in the Silver Benefit Category solely for purposes of the accelerated vesting of restricted
stock units. Exhibit C
attached hereto shall show the names of each employee who is included in the foregoing position
and who is entitled to the treatment described in this Section 3(b)(iv) if they become an Employee under this Plan.
(v) Exhibit B
attached hereto provides a summary of the accelerated vesting 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 3 of the Plan, the provisions of Section 3 of the Plan shall govern.
(c) Notwithstanding subsections (a) and (b) above, accelerated vesting of outstanding stock options and
restricted stock units only applies with respect to the Employee in connection with (i) a Change in Control of Employer
if Employee has remained employed with the Employer or an Affiliate until the Change in Control or (ii) Employee's
Termination of Employment on or after a Change in Control if, at any time within eighteen (18) months after a Change
in Control of the Employer occurs, (A) the Employee has a Termination of Employment by the Employer or any
Affiliate for any reason other than Cause, On Account of Disability or death, or (B) the Employee voluntarily has a
Termination of Employment For Good Reason.
Notwithstanding any other provision of this Plan, payments shall be made under the Plan to any Employee or his
Beneficiary only after the Employee executes a release and waiver containing such terms and conditions as the
Employer and its Affiliates may reasonably require, including non-solicitation, non-
competition and confidentiality
provisions on or within 21 days, (45 days in the event of a group termination) after the Employee’
s Termination of
Employment, but not prior to such Termination of Employment. Each Employee’
s right to participate under this Plan
and to receive benefits hereunder (including the benefits described in Section 3 of the Plan) is contingent upon the
Employee’
s agreement to this Section 4 and his or her continued compliance with any agreements entered into
hereunder. The Employer and its Affiliates also may reduce and set-off
14
4.
Release and Setoff.