Employment Agreement Between Easylink Services International Corp. And Thomas J. Stallings

CONFIDENTIAL TREATMENT REQUESTED BY

EASYLINK SERVICES INTERNATIONAL CORPORATION

UNDER RULE 24b-2



*CONFIDENTIAL TREATMENT



CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO THE RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION. "X" HAS BEEN USED TO IDENTIFY INFORMATION WHICH IS SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST.








EMPLOYMENT AGREEMENT

This Employment Agreement (the "Agreement") is entered into on August 28, 2007 (the "Effective Date") between, EasyLink Services International Corporation (the "Company") and Thomas J. Stallings ("Stallings").

In consideration of the mutual covenants and conditions set forth herein, the parties hereby agree as follows:

1. Employment. The Company hereby employs Stallings in the capacity of Chief Executive Officer. Stallings accepts such employment and agrees to perform such services as are customary to such office and as shall from time to time be assigned to him by the Board of Directors of the Company (the "Board"). Stallings will perform his duties so as to cause the Business of the Company to be operated in accordance with an annual operating plan and budget developed jointly by the Board and Stallings and approved by the Board. For purposes of this Agreement, the "Business" of the Company is to provide business-to-business supply chain data interchange in multiple electronic formats.

2. Term. The employment hereunder shall be for a period of two years year, commencing on the Effective Date and ending on the second anniversary of such date (the " Employment Period"). Unless either party elects not to extend the term of this Agreement by so notifying the other in writing at least 30 days prior to the second anniversary of the Effective Date and each anniversary thereafter, the Employment Period shall automatically extend for an additional one year period upon each such anniversary. Stallings92 employment will be on a full-time basis requiring the devotion of such amount of his productive time as is necessary for the efficient operation of the Business of the Company.

3. Compensation and Benefits.

3.1 Salary. For the performance of Stallings92 duties hereunder, the Company shall pay Stallings an annual base salary in the amount as provided on Exhibit A, a copy of which is attached hereto and incorporated herein by reference, payable in accordance with the Company92s standard payroll policies, which may be changed from time to time.

3.2 Annual Cash Incentive. Stallings will also have the opportunity to earn an annual cash incentive pursuant to the terms of Exhibit A attached hereto (the "Annual Cash Incentive" ). The Company agrees to negotiate in good faith a new Annual Cash Incentive Plan for each year of Stallings92 employment subsequent to 2009. If the Company and Stallings fail to agree upon a new Cash Incentive Plan for any year after 2009, then the Annual Cash Incentive in effect for the preceding year will govern.

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3.3 Benefits. The Company shall provide to Stallings the benefits as described on Exhibit B attached hereto.

3.4 Reimbursement of Expenses. Stallings shall be entitled to be reimbursed for all actual and reasonable expenses, including but not limited to, expenses for travel, meals and entertainment, incurred by Stallings in connection with and reasonably related to the furtherance of the Company92s Business, per Company travel guidelines in effect from time to time.

3.5 Bonus and Equity Grants. The parties incorporate the terms of Exhibit A attached hereto regarding the special one-time bonus and equity grants described therein, provided however, that upon any Change of Control of the Company as defined in Section 4 of this Agreement or if Stallings92 employment is terminated under Sections 5. 1(a), (b), (d) or (e) of this Agreement, any of Stallings92 equity grants that have not yet vested will vest immediately.

4. Change of Control. For the purposes of this Agreement, the term "Change of Control" shall mean a change in the beneficial ownership of the Company92s voting stock pursuant to which:

(a) any "person," including a "syndicate" or "group" as those terms are used in Section 13(d)(3) of the Securities Exchange Act of 1934, is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company92s then outstanding "Voting Securities," which is any security that ordinarily possesses the power to vote in the election of the board of directors of a corporation without the happening of any precondition or contingency;

(b) the Company is merged or consolidated with another corporation and immediately after giving effect to the merger or consolidation less than 50% of the outstanding Voting Securities of the surviving or resulting entity are then beneficially owned in the aggregate by either the shareholders of the Company immediately prior to such merger or consolidation, or, if a record date has been set to determine the shareholders of the Company entitled to vote on such merger or consolidation, the shareholders of the Company as of such record date; or

(c) the Company transfers substantially all of its assets to another corporation, other than a corporation of which the Company owns, directly or indirectly, at least 50% of the combined voting power of such corporation92s outstanding voting securities.

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5. Termination.

5.1 Termination Events. Stallings92 employment hereunder will terminate upon the occurrence of any of the following events:

(a) Death;

(b) Disability: If Stallings is unable perform the duties assigned to him hereunder for a continuous period exceeding 90 days by reason of injury, physical or mental illness or other disability, which condition has been certified by a physician, then, upon written notice to Stallings or his personal representative setting forth specifically the nature of the disability and the resulting performance failures and Stallings92 failure to cure the cited performance failures within ten days of receipt of such notice, the Company may discharge Stallings;

(c) Cause: As used in this Agreement, "Cause" shall mean:

(i) Stallings92 conviction of (or pleading guilty or nolo contendere to) a felony or any misdemeanor involving dishonesty or moral turpitude; provided, however, that prior to discharging Stallings for Cause, the Board shall give a written statement of findings to Stallings setting forth specifically the grounds on which Cause is based, and Stallings shall have a period of ten days thereafter to respond in writing to the Board92s findings;

(ii) Stallings92 willful and continued failure to substantially perform his duties with the Company (other than any failure resulting from death, illness or disability) that has, or can reasonably be expected to have, a direct and material adverse monetary effect on the Company, provided that the Board has tendered written notice to Stallings specifying the nature of the misconduct or ...