Exhibit 10.28
EARTHLINK, INC.
Board of Directors Compensation
Plan
Effective
January 2009
1.
Retainers
a.
Each independent director receives a
$35,000 annual retainer, paid semi-annually in advance ($17,500
following January Board meeting and $17,500 following
July Board meeting).
b.
The Lead Director receives an
additional $20,000 annual retainer, paid semi-annually in advance
($10,000 following the January Board meeting and $10,000
following the July Board meeting).
c.
The Leadership and Compensation
Committee chair, the Corporate Governance and Nominating Committee
chair and the Finance Committee chair each receive an additional
$10,000 annual retainer, paid semi-annually in advance ($5,000
following January Board meeting and $5,000 following
July Board meeting).
d.
The Audit Committee chair receives
an additional $20,000 annual retainer, paid semi-annually in
advance ($10,000 following January Board meeting and $10,000
following July Board meeting).
2.
Meeting Fees
a.
Each independent director is paid
$1,000 for each full Board meeting and Committee meeting he or she
attends in person and $500 for each full Board meeting and
Co
