Common use of Equity Rights Clause in Contracts

Equity Rights. (a) Upon execution of the Previous Agreement, You received 100,000 RSUs which shall vest in accordance with the terms of the EarthLink, Inc. 2006 Equity and Cash Incentive Plan, with 50,000 RSUs vesting on June 25, 2009, 25,000 RSUs vesting on June 25, 2010 and 25,000 RSUs vesting on June 25, 2011, assuming Your continued employment until each such time, or as otherwise vested pursuant to Section 6. Upon execution of the Previous Agreement, You also received (1) 700,000 stock options which vested as of September 30, 2007 and (ii) 800,000 stock options which vest over a period of four years in accordance with the terms of the EarthLink, Inc. 2006 Equity and Cash Incentive Plan, with 300,000 stock options vesting on December 31, 2008 and the remaining 500,000 stock options vesting on a monthly basis between January 1, 2009 and June 25, 2011, assuming Your continued employment until each such time, or as otherwise vested pursuant to Section 6. (b) The stock options and restricted stock units granted by the Company to You from time to time are hereinafter collectively called the “Stock Options and RSUs.” You shall be given the period permitted under Your respective Stock Option agreements, which shall contain the material terms provided in the form attached to this Agreement, to exercise Your Stock Options after Your termination of employment. (c) Vested Stock Options shall be exercisable for ninety (90) days following termination of employment, provided that if You are prohibited from exercising vested stock options during such ninety (90) day period due to having material non-public information about the Company, such exercise period shall be extended until ten (10) days following the date that You no longer have material non-public information about the Company, but in no event shall the vested Stock Options be exercisable beyond their latest expiration date as set forth in the respective Stock Option agreements.

Equity Rights. (a) Upon execution of the Previous this Agreement, You received you shall be entitled to receive 100,000 RSUs which shall vest in accordance with the terms of the EarthLink, Inc. 2006 Equity and Cash Incentive Plan, with 50,000 RSUs vesting on June 25, 2009, 25,000 RSUs vesting on June 25, 2010 and 25,000 RSUs vesting on June 25, 2011, assuming Your continued employment until each such time, or as otherwise vested pursuant to Section 6. Upon execution of the Previous this Agreement, You you shall also received be entitled to receive (1) 700,000 stock options which vested shall vest as of September 30, 2007 2007, assuming your continued employment until such time, and (ii) 800,000 stock options which vest over a period of four years in accordance with the terms of the EarthLink, Inc. 2006 Equity and Cash Incentive Plan, with 300,000 stock options vesting on December 31, 2008 and the remaining 500,000 stock options vesting on a monthly basis between January 1, 2009 and June 25, 2011, assuming Your continued employment until each such time, or as otherwise vested pursuant to Section 6. (b) The stock options and restricted stock units granted by the Company to You from time to time are hereinafter collectively called the “Stock Options and RSUs.” You shall be given the period permitted under Your respective Stock Option agreements, which shall contain the material terms provided in the form attached to this Agreement, to exercise Your Stock Options after Your termination Termination of employmentEmployment. (c) Vested Stock Options shall be exercisable for ninety (90) days following termination of employment, provided that if You you are prohibited from exercising vested stock options during such ninety (90) day period due to having material non-public information about the Company, such exercise period shall be extended until ten (10) days following the date that You you no longer have material non-public information about the Company, but in no event shall the vested Stock Options be exercisable beyond their latest expiration date as set forth in the respective Stock Option applicable stock option agreements.

Equity Rights. (a) Upon execution of the Previous Agreement, You received 100,000 RSUs which shall vest in accordance with the terms of the EarthLink, Inc. 2006 Equity and Cash Incentive Plan, with 50,000 RSUs vesting on June 25, 2009, 25,000 RSUs vesting on June 25, 2010 and 25,000 RSUs vesting on June 25, 2011, assuming Your continued employment until each such time, or as otherwise vested pursuant to Section 6. Upon execution of the Previous Agreement, You also received (1) 700,000 stock options which vested as of September 30, 2007 and (ii) 800,000 stock options which vest over a period of four years in accordance with the terms of the EarthLink, Inc. 2006 Equity and Cash Incentive Plan, with 300,000 stock options vesting on December 31, 2008 and the remaining 500,000 stock options vesting on a monthly basis between January 1, 2009 and June 25, 2011, assuming Your continued employment until each such time, or as otherwise vested pursuant to Section 6. (b) The stock options and restricted stock units granted by the Company to You from time to time are hereinafter collectively called the “Stock Options and RSUs.” You shall be given the period permitted under Your respective Stock Option agreements, which shall contain the material terms provided in the form attached to this Agreement, agreements to exercise Your Stock Options after Your termination of employment, except as otherwise provided in Section 5(b) below. (cb) Vested Stock Options shall be exercisable for ninety (90) days following termination of employment, provided that if You are prohibited from exercising vested stock options during such ninety (90) day period due to having material non-public information about the Company, such exercise period shall be extended until ten (10) days following the date that You no longer have material non-public information about the Company, but in no event shall the vested Stock Options be exercisable beyond their latest expiration date as set forth in the respective Stock Option agreements. (c) In the event no provision is made for the continuance, assumption or substitution by the Company or its successor in connection with a Change in Control Event of Your outstanding Stock Options and RSUs, then contemporaneously with the Change in Control Event, Your outstanding Stock Options and RSUs shall become immediately vested in full provided You have not previously incurred a Termination of Employment prior to such Change in Control Event, except that if any of Your RSUs contain performance criteria for payment (either alone or in combination with any continued employment or other requirements), then any tranche of such award for which the performance period shall have ended prior to the date of the Change in Control Event shall not be affected by the provisions of this Section 5(c). For example, if an RSU had separate performance periods for each of three tranches and the Change in Control Event occurred during the second such performance period, the second and third tranches would fully vest upon the Change in Control Event and the first tranche would vest (or not) based on the actual achievement of the performance goals applicable to the first performance period.

Equity Rights. On the date hereof, as additional compensation for his services to the Company under this Agreement, the Company hereby grants to Employee the following options (athe “Options”) Upon execution to purchase shares of the Previous AgreementCompany’s common stock, You received 100,000 RSUs which par value $0.01 per share (the “Common Stock”). (i) An Option to purchase 4,000,000 shares of Common Stock. The exercise price of the Option shall equal the average of the high and the low trading price of the Common Stock on the Trading Day immediately preceding the approval of such options by the Board of Directors (the “Grant Date”), shall expire ten years after the Grant Date and shall vest in accordance with 36 equal monthly installments commencing on the Grant Date (provided, however, that in the event Employee’s employment is terminated or constructively terminated at any time by the Company without Cause (as hereinafter defined), an additional 12 months of vesting shall be accelerated and become exercisable (the “Accelerated Options”) and otherwise pursuant to the terms and conditions of the EarthLink, Inc. 2006 Equity and Cash Incentive Plan, with 50,000 RSUs vesting on June 25, 2009, 25,000 RSUs vesting on June 25, 2010 and 25,000 RSUs vesting on June 25, 2011, assuming Your continued employment until each such time, or as otherwise vested pursuant to Section 6. Upon execution of the Previous Time Vested Stock Option Agreement, You also received (1) 700,000 stock options a copy of which vested is attached hereto as of September 30, 2007 and Exhibit A. (ii) 800,000 stock options which An Option to purchase 4,000,000 shares of Common Stock. The exercise price of the Option shall equal the average of the high and the low trading price of the Common Stock on the Trading Day immediately preceding the Grant Date, shall expire ten years after the Grant Date and shall vest over a period as follows: (x) as to 1,333,334 shares upon the achievement of four years in accordance with the Cash Milestone, (y) as to 1,333,333 shares upon the occurrence of the First Target Price, and (z) as to 1,333,333 shares upon the occurrence of the Second Target Price, and otherwise pursuant to the terms and conditions of the EarthLinkPerformance Based Stock Option Agreement, Inc. 2006 Equity and Cash Incentive Plan, with 300,000 stock options vesting on December 31, 2008 and the remaining 500,000 stock options vesting on a monthly basis between January 1, 2009 and June 25, 2011, assuming Your continued employment until each such time, or copy of which is attached hereto as otherwise vested pursuant to Section 6. (b) The stock options and restricted stock units Exhibit B. All Options granted by the Company to You from time to time are hereinafter collectively called the “Stock Options and RSUs.” You hereunder shall be given subject to terms and conditions that are no less favorable than the period permitted under Your respective Stock Option agreements, which shall contain the material terms provided in the form attached to this Agreement, to exercise Your Stock Options after Your termination of employment. (c) Vested Stock Options shall be exercisable for ninety (90) days following termination of employment, provided that if You are prohibited from exercising vested stock options during such ninety (90) day period due to having material non-public information about the Company, such exercise period shall be extended until ten (10) days following the date that You no longer have material non-public information about the Company, but in no event shall the vested Stock Options be exercisable beyond their latest expiration date as set forth in the respective Company’s 2010 Share Incentive Plan, the terms and conditions of which are incorporated herein by reference. Notwithstanding the foregoing option grants, the Options shall not be exercisable unless and until (i) an amendment to the Company’s Certificate of Incorporation increasing the number of shares of Common Stock Option agreementsto 300 million has been approved by stockholders, (ii) the Options have been approved by stockholders in accordance with California law or exemption from registration is available under the California “blue sky” laws, and (iii) a Registration Statement on Form S-8 covering the shares of Common Stock issuable upon exercise of the Options shall have been filed with the Securities and Exchange Commission. The Company shall use its best efforts to meet the conditions set forth in (i), (ii) and (iii) above as soon as reasonably practical.

Equity Rights. (a) Upon execution On and after the Effective Time, at the same time Holdings makes its annual equity award grant to other executive officers, Holdings shall make an equity award grant to You with a value of not less than three million three hundred fifty thousand dollars ($3,350,000) (the Previous Agreement, You received 100,000 RSUs “Equity Award Value”); such equity award to have the same pro rata allocation between types of equity awards and the same terms and conditions of such equity awards as are made to the other executive officers (other than terms for acceleration of vesting which shall vest in accordance be consistent with the terms of the EarthLink, Inc. 2006 Equity provided for in this Agreement) and Cash Incentive Plan, with 50,000 RSUs vesting on June 25, 2009, 25,000 RSUs vesting on June 25, 2010 and 25,000 RSUs vesting on June 25, 2011, assuming Your continued employment until each such time, or as otherwise vested pursuant to Section 6. Upon execution of the Previous Agreement, You also received (1) 700,000 stock options which vested as of September 30, 2007 and (ii) 800,000 stock options which vest over a period of four years in accordance with the terms number of awards comprising the EarthLink, Inc. 2006 Equity and Cash Incentive Plan, with 300,000 stock options vesting on December 31, 2008 and Award Value to be calculated in the remaining 500,000 stock options vesting on a monthly basis between January 1, 2009 and June 25, 2011, assuming Your continued employment until each such time, or same manner as otherwise vested pursuant those granted to Section 6the other executive officers. (b) The stock options and restricted stock units granted by the Company to You from time to time are hereinafter collectively called the “Stock Options and RSUs.” You shall be given the period permitted under Your respective Stock Option agreements, which shall contain the material terms provided in the form attached to this Agreement, agreements to exercise Your Stock Options after Your termination of employment, except as otherwise provided in Section 5(c) below. (c) Vested Stock Options shall be exercisable for ninety (90) days following termination of employment, provided that if You are prohibited from exercising vested stock options during such ninety (90) day period due to having material non-public information about the Company, such exercise period shall be extended until ten (10) days following the date that You no longer have material non-public information about the Company, but in no event shall the vested Stock Options be exercisable beyond their latest expiration date as set forth in the respective Stock Option agreements. (d) In the event no provision is made for the continuance, assumption or substitution by Holdings or its successor in connection with a Change in Control Event of Your outstanding Stock Options and RSUs, then contemporaneously with the Change in Control Event, Your outstanding Stock Options and RSUs shall become immediately vested in full, provided You have not previously incurred a Termination of Employment prior to such Change in Control Event, except that if any of Your Stock Options and RSUs contain performance criteria for exercise or payment (either alone or in combination with any continued employment or other requirements), then any tranche of such award for which the performance period shall have ended prior to the date of the Change in Control Event shall not be affected by the provisions of this Section 5(d). For example, if an RSU had separate performance periods for each of three tranches and the Change in Control Event occurred during the second such performance period, the second and third tranches would fully vest upon the Change in Control Event and the first tranche would vest (or not) based on the actual achievement of the performance goals applicable to the first performance period.