0001181431-11-062040.txt : 20111228 0001181431-11-062040.hdr.sgml : 20111228 20111228143743 ACCESSION NUMBER: 0001181431-11-062040 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111224 FILED AS OF DATE: 20111228 DATE AS OF CHANGE: 20111228 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: O'Brien James P CENTRAL INDEX KEY: 0001508618 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15605 FILM NUMBER: 111283687 MAIL ADDRESS: STREET 1: 1375 PEACHTREE STREET CITY: ATLANTA STATE: GA ZIP: 30309 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EARTHLINK INC CENTRAL INDEX KEY: 0001102541 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 582511877 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1375 PEACHTREE STREET STREET 2: SUITE 400 CITY: ATLANTA STATE: GA ZIP: 30309 BUSINESS PHONE: 4048150770 MAIL ADDRESS: STREET 1: 1375 PEACHTREE STREET CITY: ATLANTA STATE: GA ZIP: 30309 FORMER COMPANY: FORMER CONFORMED NAME: WWW HOLDINGS INC DATE OF NAME CHANGE: 20000104 4 1 rrd329186.xml X0304 4 2011-12-24 0 0001102541 EARTHLINK INC ELNK 0001508618 O'Brien James P 1375 PEACHTREE STREET ATLANTA GA 30309 0 1 0 0 EVP Network and Customer Ops Common Stock 2011-12-24 4 M 0 10000 A 10000 D Common Stock 2011-12-24 4 F 0 3145 D 6855 D Restricted Stock Units 2011-12-24 4 M 0 10000 D 2011-12-24 2020-12-24 Common Stock 10000 55000 D Vested Restricted Stock Units were converted and distributed to the Reporting Person, without payment, in shares of Common Stock on a unit-for-share basis. Shares deemed surrendered in payment of tax liability resulting from vesting of Restricted Stock Units. /s/ Michelle Kravat, by power of attorney 2011-12-28 EX-24.1 2 rrd294843_332687.htm POWER OF ATTORNEY rrd294843_332687.html 
                                              EXHIBIT 24.1

POWER OF ATTORNEY
      The undersigned hereby constitutes and appoints each of
Sam DeSimone, Brad Ferguson, Richard Michael Thurston and Michelle
Kravat, signing singly, the undersigned's true and lawful attorney-
in-fact to:
      (1)	execute for and on behalf of the undersigned, in
the undersigned's capacity as an officer and/or director of
EarthLink, Inc., a Delaware corporation (the "Company"), all
filings, forms and other instruments that may be required or
appropriate, including, but not limited to, Forms 3, 4 and 5, as
now in existence and as hereinafter in effect (the "Filings"),
pursuant to and in accordance with Section 16 of the Securities
Exchange Act of 1934 and the rules and regulations promulgated
thereunder, as such may be amended from time to time, or any
other law, rule or regulation related to the undersigned's
holdings of and transactions in securities issued by the Company
(the "Section 16 Laws");
      (2)	do and perform any and all acts for and on behalf
of the undersigned that may be necessary or desirable to complete
and execute the Filings, complete and execute any amendment or
amendments thereto, and timely file the Filings with the United
States Securities and Exchange Commission and any stock exchange
or similar authority; and
      (3)	take any other action of any type whatsoever in
connection with the foregoing that, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest of,
or legally required by, the undersigned, it being understood that
the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.
      The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform any and every act and
thing whatsoever requisite, necessary or proper to be done in the
exercise of any of the rights and powers herein granted, as fully
to all intents and purposes as the undersigned might or could do
if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of
this power of attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-
fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any
of the undersigned's responsibilities to comply with the Section
16 Laws.
      This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to comply
with the Section 16 Laws, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.
      The undersigned agrees to indemnify the foregoing
attorneys-in-fact, and hold them harmless against, any loss,
liability, or expense (including the reasonable costs and
expenses of defending against any claim of liability) of
whatever kind or character, incurred without both the bad faith
and either gross negligence or willful misconduct on the part of
the foregoing attorneys-in-fact, for anything done or omitted
by the foregoing attorneys-in-fact in connection with the
exercise and performance of this Power of Attorney.  The
foregoing attorneys-in-fact shall incur no liability for or in
respect of any action taken, suffered or omitted in connection
with the exercise and performance of this Power of Attorney in
reliance upon any instrument, affidavit, letter, notice,
direction (written or oral), consent, certificate, statement, or
other document or oral expression, believed by the foregoing
attorneys-in-fact to be genuine, without independent
verification.
      IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 8th day of December, 2010.

___/s/ James P. O'Brien______
James P. O'Brien