perform substantially Your duties owed to the Company after written notice specifying the nature of such non-performance and a reasonable opportunity to cure such non-performance.  No act or omission shall be considered “willful” unless it is done or omitted in bad faith or without reasonable belief that the action or omission was in the best interests of the Company.

(d)               “ Code ” means the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder.

(e)               “ Company ” shall mean EarthLink, Inc.

(f)                “ Confidential Information ” means any and all non-public information concerning, relating to and/or in the possession of the Company and/or its Affiliates and/or the Business of the Company treated as confidential or secret by the Company and/or its Affiliates (that is, such business information is subject to efforts by the Company and/or its Affiliates that are reasonable under the circumstances to maintain its secrecy) that does not constitute a Trade Secret, including, without limitation, information concerning the Company’s or an Affiliate’s financial position and results of operations (including revenues, assets, net income, etc.), annual and long range business plans, product and service plans, marketing plans and methods, employee lists and information, in whatever form and whether or not computer or electronically accessible.

(g)               “ Eligible Earnings ” has the same meaning given to that term in the Company’s bonus plan and payroll policies.

(h)               “ Good Reason ” means, with respect to Your Termination of Employment, any of the following acts or omissions that are not cured within thirty (30) days after written notice of such act or omission is delivered to the Company, the Chairman of the Board of Directors and the Chairman of the Leadership and Compensation Committee of the Board of Directors (which notice must be given no later than ninety (90) days after the initial occurrence of such event):

(1)           without Your express written consent (i) the assignment to You of any duties materially inconsistent in any respect with Your position, authority, duties or responsibilities as contemplated by Section 2, (ii) the requirement by the Company that You report to any officer or employee other than directly to the Board of Directors of the Company, (iii) any other action by the Company that results in a significant diminution in such position, authority, duties or responsibilities, provided that the Company’s no longer being a reporting company with the Securities and Exchange Commission shall not be deemed to result in such a significant diminution, or (iii) any failure by the Company to comply in any material respect with any of the provisions of Section 4(a), (b) and (d) of this Agreement;

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(2)           any requirement that You relocate outside of, or any relocation of the Company’s principal executive office outside of, the metropolitan area of Atlanta, Georgia; or

(3)           any breach by the Company of any other material provision of this Agreement.

A termination by You shall not constitute termination for Good Reason unless You resign within two (2) years after the initial occurrence of such uncured event.

(i)  “ Specified Employee ” means an employee who is (i) an officer of the Company or an Affiliate having annual compensation greater than $145,000 (with certain adjustments for inflation after 2008), (ii) a five-percent owner of the Company or (iii) a one-percent owner of the Company 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, (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 Company or an Affiliate (except as otherwise provided in regulations issued under the Code) or (v) who have not completed six months of service shall be excluded for purposes of determining the number of officers for this determination.  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 Company or stock possessing more than five percent (one percent) of the total combined voting power of all stock of the Company.  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 You are a Specified Employee will be based on a December 31 identification date such that if You satisfy the above definition of Specified Employee at any time during the 12-month period ending on December 31, You will be treated as a Specified Employee if You have 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.

(j)  “ Termination of Employment ” means the termination of Your employment and service with the Company and all Affiliates.  You will not be considered as having had a Termination of Employment if (i) You continue to provide services to the Company or any Affiliate as an employee or independent contractor at an annual rate that is more than 20 percent of the services rendered, on average, during the immediately preceding 36 months of employment (or, if employed less than 36 months, such lesser period) or (ii) You are on military leave,

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sick leave or other bona fide leave of absence so long as the period of such leave does not exceed six months, or if longer, so long as Your right to reemployment with the Company or any Affiliate is provided either by statute or by contract.  If the period of leave (i) ends or (ii) exceeds six months and Your right to reemployment is not provided either by statute or by contract, the Termination of Employment will be deemed to occur on the first date immediately following such six-month period if not reemployed by the Company or any Affiliate before such time and eligibility for payments and benefits hereunder will be determined as of that time.  Termination of Employment shall be construed consistent with the meaning of a “separation from service” under Section 409A of the Code.

(k)               “ Total Disability ” means Your inability, through physical or mental illness or accident, to perform the majority of Your usual duties and responsibilities hereunder (as such duties are constituted on the date of the commencement of such disability) in the manner and to the extent required under this Agreement for a period of at least ninety (90) consecutive days.  Total Disability shall be deemed to have occurred on the first day following the expiration of such ninety (90) day period.

(l)  “Trade Secrets ” means any and all information concerning, relating to and/or in the possession of, the Company and/or its Affiliates and/or the Business of the Company that qualifies as a trade secret as defined by the laws of the State of Georgia on the date of this Agreement and as such laws are amended from time to time thereafter.

2.             Employment; Duties .

(a)                The Company agrees to employ You as Chief Executive Officer and President of the Company with the duties and responsibilities generally associated with such position and such other reasonable additional responsibilities and positions as may be added to Your duties from time to time by the Board of Directors consistent with Your position.

(b)                During Your employment hereunder, You shall (i) diligently follow and implement all Company employee policies and all management policies and decisions communicated to You by the Board of Directors; and (ii) timely prepare and forward to the Board of Directors all reports and accountings as may be reasonably requested of You.

3.             Term .  The term hereof commenced on June 25, 2007, shall continue for a period of three (3) years from such date and shall be automatically extended from year-to-year thereafter unless terminated in accordance with Section 6 hereof (the “Term”).

4.             Compensation .

(a)                (1)  You shall be paid an annual base salary of not less than Eight Hundred Thousand Dollars ($800,000) per year (the “Base Salary”).  The Base Salary shall accrue and be due and payable in equal, or as nearly equal as

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practicable, biweekly installments and the Company may deduct from each such installment all amounts required to be deducted and withheld in accordance with applicable federal and state income, FICA and other withholding tax requirements.

(2)  The Base Salary shall be reviewed by the Board of Directors at least once during each year of the Term and may be increased from time to time and at any time by the Board of Directors.  The Base Salary shall in no event be reduced or decreased below the highest level attained at any time by You, unless You and the Board of Directors agree to implement a salary reduction program for cost abatement purposes.

(3)  As the Term begins on other than the first business day of a calendar month and as the Term hereof shall terminate on other than the last day of a calendar month, Your compensation for such month shall be prorated according to the number of days during such month that occur within the Term.

(b)                For each fiscal year of the Company, You shall be entitled to receive an annual target bonus opportunity in an amount equal to one hundred percent (100%) of Your Eligible Earnings (the “Annual Target Bonus”), with the ability to earn 50 percent (50%) (threshold) to One Hundred Fifty Percent (150%) (maximum) of Your Annual Target Bonus if the bonus criteria for such annual period, as set by the Board of Directors of the Company, are satisfied (the “Target Bonus Payment”); provided that if such bonus criteria are not satisfied, no Annual Target Bonus shall be payable.  The criteria to earn Your Annual Target Bonus and other levels between the threshold and maximum for each year of the Term shall be based upon good faith negotiations between You and the Board of Directors.  All Target Bonus Payments that become payable shall be paid to You in accordance with the applicable bonus plan but in no event later than 2½ months after the end of the fiscal year of the Company to which Your Target Bonus Payments relate.

(c)                While You are performing the services described herein, the Company shall reimburse You for all reasonable and necessary expenses incurred by You in connection with the performance of Your duties of employment hereunder in accordance with the Company’s expense reimbursement policy, as applied to the Company’s executive officers, as soon as administratively practicable but no later than 2 ½ months after the end of the year in which You incur the reimbursable expense.

(d)                Pursuant to this Section 4(d), You shall participate in the Change-In-Control Accelerated Vesting and Severance Plan amended and restated effective December 15, 2008 and any plan(s) or program(s) that supersede, replace and/or supplement such plan, as in effect from time to time (the “AV/SP”), at the highest and most beneficial level of participation provided under the AV/SP.  With respect to each individual benefit, or category of similar benefit, provided to You under each of the AV/SP and this Agreement, the two (2) benefits shall not be cumulative, and You shall be entitled to receive each such benefit, or category of benefit, under the terms of the AV/SP or the terms of this Agreement, whichever would be the greater amount or value to You, except that the timing and manner of payment of

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such benefits shall be consistent with the terms of this Agreement, regardless of whether the amount or value of the benefits You are entitled to receive are determined under the AV/SP or this Agreement.  The restrictions on cumulation of benefits in this Section 4(d), and the application of the terms of the AV/SP to benefits provided thereunder, shall not apply to Your right to qualify for and participate in the AV/SP at the highest and most beneficial level of participation.

(e)                You shall receive paid vacation during each twelve (12) month period of Your employment in accordance with the Company’s vacation policy.  To the extent that You do not use Your accrued vacation during such twelve (12) month period, any remaining accrued vacation shall be subject to the carryover restrictions applicable in the Company’s normal vacation policies.

5.             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 shal