President of the Employer; the Silver Benefit Category shall include the Chief Financial Officer of the Employer and any other officer of the Employer or any Affiliate whose position is designated by the Employer through its Board of Directors as an executive officer and included within the Silver Benefit Category; and the Bronze Benefit Category shall include the Vice Presidents Classified Jobs of the Employer or any Affiliate.  Notwithstanding the foregoing, the Chief Executive Officer, President and Chief Financial Officer of any Affiliate shall be included in the Silver Benefit Category provided the position was included in the Silver Benefit Category prior to May 8, 2008 and Director Band Jobs of the Employer or any Affiliate shall be included in the Bronze Benefit Category provided the position was in the Blue Zone Band and included in the Bronze Benefit Category prior to May 8, 2008, provided in either case only with respect to an Employee who received prior to May 8, 2008 a notice of eligibility to participate in the Plan.  If the Employer designates additional Qualifying Positions, then the Employer also shall specify into which Benefit Category that Qualifying Position will be included.  The Employee’s Benefit Category shall be determined based on the Employee’s Qualifying Position at the time of the Change in Control of the Employer, and any Employee in more than one Qualifying Position shall be deemed for purposes of this Plan to be in only the Qualifying Position that would entitle such Employee to the greatest benefits under this Plan.

(e)            “ Benefits Severance Period ” shall mean (1) for an Employee in the Gold Benefit Category, the one and one-half years, (2) for an Employee in the Silver Benefit Category, the one and one-half years, and (3) for an Employee in the Bronze Benefit Category, the one year, beginning in each case on the Employee’s Termination of Employment.

(f)             “ Bonus Target ” shall mean the annual incentive bonus payable to the Employee at the greater of the rate in effect on (1) the date the Change in Control of the Employer occurs or (2) the date of the Employee’s Termination of Employment under the circumstances described in Section 2(a).

(g)            “ Business Combination ” means a reorganization, merger or consolidation of the Employer.

(h)            “ Cash Severance ” shall mean a lump-sum cash payment equal to (1) for an Employee in the Gold Benefit Category, one hundred and fifty percent (150%) of the sum of the Employee’s Salary and Bonus Target, (2) for an Employee in the Silver Benefit Category, one hundred and fifty percent (150%) of the sum of the Employee’s Salary and Bonus Target, and (3) for an Employee in the Bronze Benefit Category, one hundred percent (100%) of the sum of the Employee’s Salary and Bonus Target.

(i)             “ Cause ” shall exist where the Employee’s Termination of Employment is by the Employer or an Affiliate upon (1) the Employee’s willful and continued failure to substantially perform his or her employment duties (other than any failure On Account of a Disability), after a written notice is delivered to the Employee by an executive officer of the Employer or Affiliate which employs Employee or the person in charge of the Human Resources function of such Employer or Affiliate (or if the Employee is the Chief Executive Officer or President of the Employer, the Chairman of the Compensation Committee of the Board of Directors of the Employer) that specifically identifies the manner in which such executive officer or person in charge of the Human Resources function (or such Chairman) believes that the Employee has failed to substantially perform his or her employment duties and after a reasonable opportunity is

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afforded to the Employee to cure his or her performance failure(s), or (2) the Employee willfully engaging in misconduct that is materially injurious to the Employer or an Affiliate, monetarily or otherwise.  For purposes of this definition, no act, or failure to act, on the Employee’s part will be considered “willful” unless done, or omitted to be done, by the Employee not in good faith and without reasonable belief that his or her act or omission was in the best interest of the Employer or an Affiliate.  Notwithstanding the above, the Employee will not be deemed to have had a Termination of Employment for Cause unless and until he or she has been given a copy of the notice of termination from an executive officer or person in charge of the Human Resources function (or in case of the Chief Executive Officer or President of the Employer, the Chairman of the Compensation Committee of the Board of Directors), after reasonable notice to the Employee and an opportunity for him or her, together with his or her counsel, to be heard before (1) the Chief Executive Officer of the Employer, or (2) if the Employee is an officer of the Employer or an Affiliate who has been elected or appointed by the Board of Directors of the Employer or Affiliate, as the case may be, to such office, the Board of Directors of the Employer or Affiliate, or (3) in all cases not involving an elected officer and where the Chief Executive Officer of the Employer otherwise directs or delegates this responsibility, the executive officer or person in charge of the Human Resources function or a direct report to such Chief Executive Officer to whom such responsibility was delegated, finding that in the good faith opinion of the Chief Executive Officer, or, in the case of an elected officer, finding that in the good faith opinion of two-thirds of the applicable Board of Directors, or, in all other cases, finding that in the good faith opinion of the applicable executive officer or person in charge of the Human Resources function or a direct report to the Chief Executive Officer to whom such responsibility was delegated, that the Employee committed the conduct set forth above in clauses (1) or (2) of this definition and specifying the particulars of that finding in detail.

(j)             “ Change in Control ” of the Employer means the occurrence of any of the following events:

(1)            The accumulation in any number of related or unrelated transactions by any Person of Beneficial Ownership of more than fifty percent (50%) of the combined voting power of the Employer’s Voting Stock; provided that for purposes of this subparagraph (1), a Change in Control will not be deemed to have occurred if the accumulation of more than fifty percent (50%) of the voting power of the Employer’s Voting Stock results from any acquisition of Voting Stock (a) directly from the Employer that is approved by the Incumbent Board, (b) by the Employer, (c) by any employee benefit plan (or related trust) sponsored or maintained by the Employer or any Subsidiary, or (d) by any Person pursuant to a Business Combination that complies with clauses (a) and (b) of subparagraph (2) below; or

(2)            Consummation of a Business Combination, unless, immediately following that Business Combination, (a) all or substantially all of the Persons who were the beneficial owners of Voting Stock of the Employer immediately prior to that Business Combination beneficially own, directly or indirectly, at least fifty percent (50%) of the then outstanding shares of common stock and at least fifty percent (50%) of the combined voting power of the then outstanding Voting Stock entitled to vote generally in the election of directors of the entity resulting from that Business Combination (including, without limitation, an entity that as a result of that transaction owns the Employer or all or substantially all of the Employer’s assets either directly or through one or more subsidiaries) in substantially the same proportions relative to each other as their ownership, immediately prior to that Business Combination, of the Voting

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Stock of the Employer, and (b) at least sixty percent (60%) of the members of the Board of Directors of the entity resulting from that Business Combination holding at least sixty percent (60%) of the voting power of such Board of Directors were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board of Directors providing for that Business Combination and as a result of or in connection with such Business Combination, no Person has a right to dilute either of such percentages by appointing additional members to the Board of Directors or otherwise without election or other action by the stockholders; or

(3)            A sale or other disposition of all or substantially all of the assets of the Employer, except pursuant to a Business Combination that complies with clauses (a) and (b) of subparagraph (2); or

(4)            Approval by the shareholders of the Employer of a complete liquidation or dissolution of the Employer, except pursuant to a Business Combination that complies with clauses (a) and (b) of subparagraph 2; or

(5)            The acquisition by any Person of the right to Control the Employer.

(k)            “ Code ” means the Internal Revenue Code of 1986, amended, and any successor thereto.

(l)             “ Control ” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of the Employer (a) through the ownership of securities which provide the holder with such power excluding voting rights attendant with such securities or (b) by contract.

(m)           “ Employee ” shall mean a full-time common-law employee of Employer or an Affiliate who is employed by the Employer or an Affiliate and selected to participate in the Plan and who holds a Qualifying Position in the Employer or an Affiliate at all times from initial participation in the Plan through the Change in Control of the Employer.  All full-time common-law employees of the Employer or an Affiliate who were employed by the Employer or an Affiliate and who held a Qualifying Position in the Employer or an Affiliate immediately prior to May 8, 2008, and have been continuously employed since that time, participate in the Plan as of such May 8, 2008 date, subject to compliance with the other terms and conditions of the Plan.  All full-time common-law employees of the Employer or an Affiliate who were employed by the Employer or an Affiliate and who held a Qualifying Position in the Employer or an Affiliate beginning on and after May 8, 2008 (and are not described in the preceding sentence) shall participate in the Plan as of the date the Employer selects such individual for participation, subject to compliance with the other terms and conditions of the Plan.  A full-time common law employee only includes an individual who renders personal services to the Employer or an Affiliate and who, in accordance with the established payroll accounting and personnel policies of the Employer or an Affiliate, is characterized by the Employer or an Affiliate as a full-time common law employee.  Notwithstanding the foregoing, independent contractors are not employees for purposes of this Plan.  Moreover, notwithstanding the foregoing, an Employee does not include a person whom the Employer or an Affiliate has identified on its payroll, personnel or tax records as an independent contractor or a person who has acknowledged in writing to the Employer or an Affiliate that such person is an independent contractor whether or

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not a court, the Internal Revenue Service or any other entity ultimately determines such classification to be correct as a matter of law.  Exhibit A attached hereto shall contain the names of each Employee and his or her Qualifying Position and Benefit Category.  The Employer shall update Exhibit A as necessary to always reflect the Employees participating in the Plan.  Notwithstanding any other provision of this Plan, an individual who is covered under and participates in the EarthLink, Inc. Accelerated Vesting and Compensation Continuation Plan shall not become an Employee and participate in this Plan unless and until he or she waives and releases any and all rights to benefits and coverage he or she has under the EarthLink, Inc. Accelerated Vesting and Compensation Continuation Plan.

(n)            “ Exchange Act ” means the Securities Exchange Act of 1934, including amendments, or successor statutes of similar intent.

(o)            “ For Good Reason ” means the Employee’s Termination of Employment is by the Employee other than on death or On Account of Disability and based on:

(1)            With respect to an Employee in either the Gold or Silver Benefit Category, the assignment to the Employee of duties inconsistent with his or her position and status with the Employer or Affiliate as they existed immediately prior to a Change in Control of the Employer, or a substantial change in his or her title, offices or authority, or in the nature of his or her other responsibilities, as they existed immediately prior to a Change in Control of the Employer, except in connection with the Employee’s Termination of Employment for Cause or On Account of Disability or as a result of his or her death or by the Employee other than For Good Reason; or

(2)            With respect to an Employee in the Bronze Benefit Category, the assignment to the Employee of duties requiring skills and experience that are inconsistent with the skills and experience required for his or her duties with the Employer immediately prior to a Change in Control of the Employer, except in connection with the Employee’s Termination of Employment for Cause or On Account of Disability or as a result of his or her death or by Employee other than for Good Reason; or

(3)            A reduction by the Employer or an Affiliate in the Employee’s base salary as in effect on the date of this Plan or as his or her salary may be increased from time to time, without Employee’s written consent; or

(4)            A reduction by the Employer or an Affiliate in the target cash bonus payable to the Employee under any incentive compensation plan(s), as it (or they) may be modified from time to time, in effect immediately prior to a Change in Control of the Employer, or a failure by the Employer or an Affiliate to continue the Employee as a participant in the incentive compensation plan(s) on at least the basis of the Employee’s participation immediately prior to a Change in Control of the Employer or to pay the Employee the amounts that he or she would be entitled to receive in accordance with such plan(s); or

(5)            The Employer or an Affiliate requiring the Employee to be based more than thirty-five (35) miles from the location where he or she is based immediately prior to a Change in Control of the Employer, except for travel on the Employer’s or Affiliate’s business that is required or necessary to performance of his or her job and substantially consistent with his or her business travel obligations prior to the Change in Control of the Employer, or if the

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Employee consents to that relocation, the failure by the Employer or an Affiliate to pay (or reimburse the Employee for) all reasonable moving expenses incurred by the Employee or to indemnify the Employee against any loss realized in the sale of his or her principal residence in connection with that relocation; or

(6)            The failure by the Employer or an Affiliate to continue in effect any material retirement or compensation plan, performance share plan, stock option plan, life insurance plan, health and accident plan, disability plan or another benefit plan in which the Employee is participating immediately prior to a Change in Control of the Employer (or provide plans providing him or her with substantially similar benefits), the taking of any action by the Employer or an Affiliate that would adversely affect the Employee’s participation or materially reduce his or her benefits under any of those plans or deprive him or her of any material fringe benefit enjoyed by the Employee immediately prior to a Change in Control of the Employer, or the failure by the Employer or an Affiliate to provide the Employee with the number of paid vacation days to which he or she is then entitled in accordance with normal vacation practices in effect immediately prior to a Change in Control of the Employer; or

(7)            The failure by the Employer or an Affiliate to obtain the assumption of the agreement to perform this Plan by any successor; or

(8)            Any purported Termination of Employment that is not effected pursuant to a notice of termination satisfying the requirements of a Termination of Employment for “Cause.”

(p)            “ Incumbent Board ” means a Board of Directors at least a majority of whom consist of individuals who either are (a) members of the Employer’s Board of Directors as of April 19, 2001 or (b) members who become members of the Employer’s Board of Directors subsequent to such date whose election, or nomination for election by the Employer’s shareholders, was approved by a vote of at least sixty percent (60%) of the directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Employer in which that person is named as a nominee for director, without objection to that nomination), but excluding, for that purpose, any individual whose initial assumption of office occurs as a result of an actual or threatened election contest (within the meaning of Rule 14a-11 of the Exchange Act) with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors.

(q)            “ On Account of Disability ” shall exist where the Employee’s Termination of Employment results from the Employee being “Disabled” as a result of a “Disability” in accordance with the policies of the Employer or Affiliate that employed the Employee in effect at the time of the Change in Control of the Employer.

(r)             “ Person ” means any individual, entity or group within the meaning of Section 13(D)(3) or 14(d)(2) of the Exchange Act.

(s)            “ Qualifying Position ” shall mean any one of the following:  (1) the Chief Executive Officer or President of the Employer; (2) the Chief Financial Officer of the Employer and any other officer of the Employer or any Affiliate who is designated by the Employer through its Board of Directors as an executive officer and being in a Qualifying Position; (3) the

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Vice Presidents Classified Jobs of the Employer or any Affiliate; (4) Director Band Jobs of the Employer or any Affiliate that were banded in the Blue Zone Band and the Chief Executive Officer, President and Chief Financial Officer of any Affiliate, provided in either case only with respect to an Employee in a Qualifying Position prior to May 8, 2008 and who received a prior notice of eligibility to participate in the Plan, and (5) any other position or job classification that the Employer hereafter designates as being a Qualifying Position.

(t)             “ Retirement Plan ” shall mean any qualified or supplemental employee pension benefit plan, as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), currently made available by Employer or an Affiliate in which Employee participates.

(u)            “ Salary ” shall mean the Employee’s base salary at the greater of the rate in effect on (1) the date the Change in Control of the Employer occurs or (2) the date of the Employee’s Termination of Employment under circumstances described in Section 2(a).

(v)            “ Specified Employee ” means an employee (as that term is used in Code Section 416) who is (i) an officer of the Employer having annual compensation greater than $135,000 (with certain adjustments for inflation after 2005), (ii) a five-percent owner of the Employer or (iii) a one-percent owner of the Employer having annual compensation greater than $150,000.  For purposes of this Section, no more than 50 employees (or, if lesser, the greater of three or 10 percent of the employees) shall be treated as officers.  Employees who (i) normally work less than 17 1/2 hours per week, (ii) normally work not more than 6 months during any year, (iii) have not attained age 21 or (iv) are included in a unit of employees covered by an agreement which the Secretary of Labor finds to be a collective bargaining agreement between employee representatives and the Employer (except as otherwise provided in regulations issued under the Code) shall be excluded for purposes of determining the number of officers.  For purposes of this Section, the term “five-percent owner”  (“one-percent owner”) means any person who owns more than five percent (one percent) of the outstanding stock of the Employer or stock possessing more than five percent (one percent) of the total combined voting power of all stock of the Employer.  For purposes of determining ownership, the attribution rules of Section 318 of the Code shall be applied by substituting “five percent” for “50 percent” in Section 318(a)(2) and the rules of Sections 414(b), 414(c) and 414(m) of the Code shall not apply.  For purposes of this Section, the term “compensation” has the meaning given such term by Section 414(q)(4) of the Code.  The determination of whether the Employee is a Specified Employee will be based on a December 31 identification date such that if the Employee satisfies the above definition of Specified Employee at any time during the 12-month period ending on December 31, he will be treated as a Specified Employee if he has a Termination of Employment during the 12-month period beginning on the first day of the fourth month following the identification date.  This definition is intended to comply with the specified employee rules of Section 409A(a)(2)(B)(i) of the Code and shall be interpreted accordingly.

(w)           “ Termination of Employment ” means the termination of the Employee’s employment with the Employer and all Affiliates; provided, however, that the Employee will not be considered as having had a Termination of Employment if (i) the Employee continues to provide services to the Employer or any Affiliate as an employee (as that term is used in Code Section 409A) at an annual rate that is at least equal to 20 percent of the services rendered, on average, during the immediately preceding three full calendar years of employment (or, if

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employed less than three years, such lesser period) and the annual remuneration for such services is at least equal to 20 percent of the average annual remuneration earned during the final three full calendar years of employment (or if less, such lesser period), (ii) the Employee continues to provide services to the Employer or any Affiliate in a capacity other than as an employee (as that term is used in Code Section 409A) and such services are provided at an annual rate that is 50 percent or more of the services rendered, on average, during the immediately preceding three full calendar years of employment (or, if employed less than three years, such lesser period) and the annual remuneration for such services is 50 percent or more of the annual remuneration earned during the final three full calendar years of employment (or, if less, such lesser period) or (iii) the Employee is on military leave, sick leave or other bona fide leave of absence (such as temporary employment by the government) so long as the period of such leave does not exceed six months, or if longer, so long as the individual’s right to reemployment with the Employer or any Affiliate is provided either by statute or by contract.  If the period of leave (i) ends or (ii) exceeds six months and the Employee’s right to reemployment is not provided either by statute or by contract, the Employee’s Termination of Employment will be deemed to occur on the first date immediately following such time if not reemployed by the Employer or any Affiliate before such time and eligibility for payments and benefits hereunder will be determined as of that time.  For purposes of this Section, annual rate of providing services shall be determined based upon the measurement used to determine the Employee’s base compensation.

(x)             “ Voting Stock ” means the then outstanding securities of an entity entitled to vote generally in the election of members of that entity’s Board of Directors.

(y)            “ Welfare Plan ” shall mean any health and dental plan, disability plan, survivor income plan, life insurance plan or similar plan, as defined in Section 3(1) of ERISA, currently made available by the Employer or an Affiliate in which an Employee participates.

2.              Benefits Upon Termination of Employment.

(a)            The following provisions will apply if and only if, at any time within eighteen (18) months after a Change in Control of the Employer occurs, (i) the Employee has a Termination of Employment by the Employer or an Affiliate for any reason other than Cause, On Account of Disability or death, or (ii) the Employee voluntarily has a Termination of Employment for Good Reason:

(1)            Employer or an Affiliate shall pay Employee Cash Severance in one lump sum payment, subject to all applicable withholdings and employment taxes and subject to reductions pursuant to Sections 4 and 16 of this Plan, as soon as practical after the Employee’s Termination of Employment.

(2)            The Employer or an Affiliate shall pay any and all amounts with respect to COBRA continuation coverage that the Employee elects under any Welfare Plan of the Employer or an Affiliate for him or her or his or her spouse or dependents through the Benefits Severance Period, including all attendant administrative fees and expenses, however described or denominated.  All such payments shall be made in such manner as to allow Employee to pay his or her COBRA coverage on a timely basis; provided that the Company will make all such payments as soon as practical and no later than the 15 ^th day of the third month of the calendar year following the calendar year of the Employee’s Termination of Employment.

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(3)            The Employee or his Beneficiary, or any other person entitled to receive benefits with respect to the Employee under any Retirement Plan, Welfare Plan, or other plan or program maintained by Employer or any Affiliate in which Employee participates at the date of the Employee’s Termination of Employment, shall receive any and all benefits accrued under any such Retirement Plan, Welfare Plan or other plan or program to the date of the Employee’s Termination of Employment, 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.

(4)            Notwithstanding any other provision of this Plan, however, if the Employee is a Specified Employee, and if the benefits and payments under this Plan are not otherwise exempt from Code Section 409A, then to the extent necessary to comply with Section 409A no payments may be made hereunder (including, if necessary, any COBRA payments or reimbursements) before the date which is six months after the Specified Employee’s Termination of Employment within the meaning of Section 409A or, if earlier, the date of death of the Specified Employee.  Because the amounts paid pursuant to this Plan should be paid by the 15 ^th day of the third month following the end of the calendar year in which Employees have a termination of employment, all amounts should be exempt from Section 409A.  These Specified Employee six-month delay provisions will only be applicable if it is subsequently determined that the amounts paid pursuant to this Plan are not exempt from Section 409A.

(b)            If the Employee has a Termination of Employment by the Employer or an Affiliate or by the Employee other than under the circumstances set forth in Section 2(