0001104659-09-028534 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 1st, 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 30, 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
Speed Service Agreement • May 1st, 2009 • Earthlink Inc • Services-computer programming, data processing, etc. • Georgia
EARTHLINK, INC. 2006 EQUITY AND CASH INCENTIVE PLAN Executive Retention Incentive Award Agreement
Executive Retention Incentive Award Agreement • May 1st, 2009 • Earthlink Inc • Services-computer programming, data processing, etc. • Delaware

THIS EXECUTIVE RETENTION INCENTIVE AWARD AGREEMENT (this “Agreement”) dated as of the 17th 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, except that the term “Change in Control” shall have the same meaning given it in the EarthLink Inc. Change-In-Control Accelerated Vesting and Severance Plan (the “CIC Plan”).

EARTHLINK, INC. Retention Incentive Award Agreement
Retention Incentive Award Agreement • May 1st, 2009 • Earthlink Inc • Services-computer programming, data processing, etc. • Delaware

THIS RETENTION INCENTIVE AWARD AGREEMENT (this “Agreement”) dated as of the 17th day of February, 2009, between EarthLink, Inc., a Delaware corporation (the “Company”), and Rolla P. Huff (the “Participant”) is a stand-alone incentive award that is made outside of but subject by this reference 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, except that the term “Change in Control Event” shall have the meaning given it in the Employment Agreement dated December 30, 2008 between the Participant and the Company (the “Employment Agreement”).

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