EarthLink (ELNK)

(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 sixty-five percent (65%) of Your Eligible Earnings (the “Annual Target Bonus”), with the ability to earn Fifty 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 second highest and second 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 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 second highest and second 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

7

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

5

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.

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

5

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.

(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 sixty-five percent (65%) of Your
Eligible Earnings (the “Annual Target Bonus”), with the ability to earn Fifty
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
second highest and second 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 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 second highest and second 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

7

(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 sixty-five percent (65%) of Your
Eligible Earnings (the “Annual Target Bonus”), with the ability to earn Fifty
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
second highest and second 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 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 second highest and second 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

7