0001104659-05-054162 Sample Contracts

as amended effective October 23, 2003) Restricted Stock Unit Agreement
Restricted Stock Unit Agreement • November 9th, 2005 • Earthlink Inc • Services-computer programming, data processing, etc. • Delaware

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) dated as of the day of , 200 , between EarthLink, Inc., a Delaware corporation (the “Company”), and (the “Participant”) is made pursuant and subject to the provisions of the Company’s Equity Plan for Non-Employee Directors (as amended effective October 23, 2003) (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.

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Nonqualified Stock Option Agreement
Nonqualified Stock Option Agreement • November 9th, 2005 • Earthlink Inc • Services-computer programming, data processing, etc. • Delaware

THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) dated as of the 2nd day of January 2004 between EarthLink, Inc., a Delaware Corporation (the “Company”), and (the “Non-Employee Director”) is made pursuant and subject to the provisions of the Company’s Equity Plan for Non-Employee Directors (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.

EARTHLINK, INC. PLAN Incentive Stock Option Agreement
Incentive Stock Option Agreement • November 9th, 2005 • Earthlink Inc • Services-computer programming, data processing, etc. • Delaware

THIS INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) dated as of the day of , 20 , by and between EarthLink, Inc., a Delaware corporation (the “Company”), and (“Participant”) is made pursuant and subject to the provisions of the 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.

EARTHLINK, INC. PLAN Nonqualified Stock Option Agreement
Nonqualified Stock Option Agreement • November 9th, 2005 • Earthlink Inc • Services-computer programming, data processing, etc. • Delaware

THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) dated as of the day of , 20 , by and between EarthLink, Inc., a Delaware corporation (the “Company”), and (“Participant”) is made pursuant and subject to the provisions of the 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.

EARTHLINK, INC. PLAN Nonqualified Stock Option Agreement
Nonqualified Stock Option Agreement • November 9th, 2005 • Earthlink Inc • Services-computer programming, data processing, etc. • Delaware

THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) dated as of the day of , by and between EarthLink, Inc., a Delaware corporation (the “Company”), and (“Participant”) is made pursuant and subject to the provisions of the (the “Plan”), a copy of which is available from the Company upon request. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

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