2003 Committee Charter : ELNK

of the
(As of January 23, 2003)
I. Charter
This document shall be the official governing Charter ("Charter") of the Investment Committee (the "Committee") of the Board of Directors (the "Board") of EarthLink, Inc., a Delaware corporation (the "Company"), adopted by the Committee and the Board as of January 23, 2003. This Charter hereby replaces and supersedes all former Charters, including the Charter adopted in February 2000. Definitions of certain terms used in this Charter are included in the Definitions section herein.
II. Purpose and Scope
The Committee shall have responsibility for reviewing and evaluating all Material Investments proposed to be made by the Company, and making recommendations of proposed Material Investments to the Board for its consideration and approval.
III. Composition; Organization
The Committee shall consist of two (2) or more Directors, which number shall be determined by the Board from time to time in its discretion.
The Board annually shall elect the members of the Committee to serve for a term of one (1) year or other length of term, in the discretion of the Board, and shall otherwise serve until their successors are duly elected and qualified. Each member of the Committee shall serve at the pleasure and discretion of the Board and may be replaced or removed by the Board at any time and from time to time in its discretion. At the time of each annual election of the Committee members, or at other times in the discretion of the Committee or the Board, the Committee shall designate one member of the Committee to be its Chairman; in the absence of such designation by the Committee, the Board shall designate the Chairman.
IV. Meetings; Voting; Procedures
The Committee shall meet as frequently as the discharge of its responsibilities shall require. The Chairman or a majority of the members of the Committee may call meetings of the Committee upon reasonable notice to all members of the Committee. The Committee shall meet at such times and places as shall be determined by the Chairman. At each meeting of the
#177483 EarthLink--Investment Committee Charter (January 23, 2003)
Committee, a majority of the members shall constitute a quorum, and a majority of the members present at any meeting at which a quorum is present may act on behalf of the Committee. When present, the Chairman will preside at all meetings of the Committee. The Committee may meet in person or by telephonic or video conference, and may take actions by unanimous written consent of all the members of the Committee. The Committee shall keep regular minutes of its proceedings and shall report to the Board in an appropriate and timely fashion.
V. Responsibilities and Duties
To fulfill its responsibilities and duties, the Committee shall:
1. Review and evaluate with Company management all proposed Material Investments, and recommend proposed Material Investments to the Board for its consideration and approval.
2. Review and evaluate each proposed Material Investment based on whether it is prudent and in the financial best interests of the Company and its stockholders. When reviewing each proposed Material Investment, the Committee shall also review, analyze and consider whether such proposed Material Investment would or could reasonably be expected to cause the Company to be considered an Investment Company under the Investment Company Act, which information shall be provided to the Board for its consideration of the Material Investment.
3. Perform (or cause to be performed) an analysis with respect to the Company's holdings of Securities of other entities, which analyses shall occur as requested by the Board, the Chief Executive Officer ("CEO") or Chief Financial Officer ("CFO"). If requested by the Board, CEO or CFO or as otherwise appropriate, the Committee shall prepare (or cause to be prepared) a written report setting forth reasonable detail with respect to such Securities, including without limitation the type of Securities, the purchase price, any appropriate information relating to Investment Company Act measurements, and other appropriate details as may be determined by the Committee.
4. Retain, in its sole discretion, experts, consultants and other advisors to aid the Committee in fulfilling its duties pursuant to this Charter.
5. Review and reassess the adequacy of this Charter as frequently as the Committee deems appropriate. If any revisions to the Charter are deemed necessary or appropriate, submit such recommended changes to the Board for its consideration and approval.
6. Performs such other functions as the Board may request.
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2 #177483 EarthLink--Investment Committee Charter (January 23, 2003)
VI. Definitions
For purposes of this Charter, the following definitions shall apply:
"Investment" shall mean any purchase or acquisition by the Company of the equity, debt or other securities of another entity for investment purposes, including without limitation (i) common stock, (ii) preferred stock, (iii) limited liability company interests, (iv) partnership (limited or general) interests, (v) notes, (vi) bonds, (vii) other evidence of equity interests or indebtedness, (viii) options, (ix) warrants, (x) any instrument convertible into any such securities, or (xi) any other rights to purchase or otherwise acquire any such securities (collectively, the "Securities"). "Securities" shall not include U.S. Government issued or backed securities.
"Investment Company Act" shall mean the federal Investment Company Act of 1940, as amended, together with all rules and regulations related thereto as promulgated by the SEC;
"Investment Company" shall have the meaning set forth in the Investment Company Act;
"Material" shall mean, with respect to any Investment, any transaction in which the aggregate amount to be paid by the Company to acquire the Securities is greater than $10 million; and
"SEC" shall mean the U. S. Securities and Exchange Commission.
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3 #177483 EarthLink--Investment Committee Charter (January 23, 2003)