0001047469-09-002012 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 27th, 2009 • Earthlink Inc • Services-computer programming, data processing, etc. • Georgia

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) between EARTHLINK, INC., a Delaware corporation (the “Company”), and JOSEPH M. WETZEL (referred to herein as “You”) is entered into on December 15, 2008. This Agreement amends, restates and supersedes the Employment Agreement between the Company and you dated August 27, 2007 (the “Previous Agreement”).

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HIGH-SPEED SERVICE AGREEMENT
High-Speed Service Agreement • February 27th, 2009 • Earthlink Inc • Services-computer programming, data processing, etc. • Georgia
Restricted Stock Unit Agreement Awarded in Connection with 2008 Incentive Bonus Plan
Restricted Stock • February 27th, 2009 • Earthlink Inc • Services-computer programming, data processing, etc. • Delaware

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) dated as of the 13th day of February, 2009, between EarthLink, Inc., a Delaware corporation (the “Company”), and (the “Participant”) is made pursuant and subject to the provisions of the Company’s 2006 Equity and Cash Incentive Plan (the “Plan”), a copy of which is attached hereto. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 27th, 2009 • Earthlink Inc • Services-computer programming, data processing, etc. • Georgia

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) between EARTHLINK, INC., a Delaware corporation (the “Company”), and ROLLA HUFF (referred to herein as “You”) is entered into on December 15, 2008. This Agreement amends, restates and supersedes the Employment Agreement between the Company and You dated June 25, 2007 (the “Previous Agreement”).

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