EARTHLINK, INC. APPRECIATION RIGHTS AGREEMENTAppreciation Rights Agreement • February 24th, 2006 • Earthlink Inc • Services-computer programming, data processing, etc. • Delaware
THIS APPRECIATION RIGHTS AGREEMENT (this "Agreement") is made as of the 17th day of February, 2006, by and between EarthLink, Inc., a Delaware corporation (the "Company"), and Thomas E. Wheeler (the "Participant"), to provide additional compensation to the Participant to serve as a non-employee member of the Board of Directors of HELIO Inc. (the "Management Company") (as further defined below), which will oversee and manage HELIO LLC (the "Operating Company") (as further defined below).
