0001104659-08-049263 Sample Contracts

as amended effective May 8, 2008) Restricted Stock Unit Agreement
Restricted Stock Unit Agreement • August 1st, 2008 • Earthlink Inc • Services-computer programming, data processing, etc. • Delaware

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) dated as of the day of , 20 , 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 May 8, 2008) (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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EARTHLINK, INC. 2006 EQUITY AND CASH INCENTIVE PLAN Restricted Stock Unit Agreement
Restricted Stock Unit Agreement • August 1st, 2008 • Earthlink Inc • Services-computer programming, data processing, etc. • Delaware

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) dated as of the 8th day of February, 2008, between EarthLink, Inc., a Delaware corporation (the “Company”), and Rolla P. Huff (the “Participant”) is made pursuant and subject to the provisions of the Company’s 2006 Equity and Cash Incentive 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, except that the term “Change in Control Event” shall have the meaning given it in the Employment Agreement dated June 25, 2007 between the Participant and the Company (the “Employment Agreement”).

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