Scott Robert L 4

4 · EARTHLINK INC · Filed Feb 21, 2012

Form 4

Period: 2012-02-16

Chief Information Officer

Transactions

Award
Stock Options
2012-02-16$7.51/sh+91,463$686,887→ 120,838 total
Exercise: $7.51From: 2013-02-16Exp: 2022-02-16→ Common Stock (91,463 underlying)
Award
Restricted Stock Units
2012-02-16+19,973→ 140,811 total
From: 2015-02-16Exp: 2022-02-16→ Common Stock (19,973 underlying)

Footnotes (4)

[F1]The stock options were acquired under the Company's 2011 Equity and Cash Incentive Plan. The stock options vest ratably over four years and have an exercise period of ten years.
[F2]Includes options to purchase 91,463 shares of common stock and 29,375 Restricted Stock Units.
[F3]The Restricted Stock Units were acquired under the Company's 2011 Equity and Cash Incentive Plan. The Restricted Stock Units vest and become exercisable as follows: 75% are earned based on successful completion on established dates during 2012 and 2013 of certain Company performance objectives related to building the Company's platform for strategic growth, with full vesting on the third anniversary of the grant date (assuming continued employment) and 25% of the RSUs would be earned in February 2015 based on the Company's achieving full year business segment organic growth in 2014 compared to 2013.
[F4]Includes options to purchase 91,463 shares of common stock and 49,348 Restricted Stock Units.

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