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Exhibit 10.3


                          EasyLink Services Corporation


                          2005 Stock and Incentive Plan

                           Restricted Stock Agreement



                           --------------------------
                                    (Grantee)


Date of Grant: __________________


Restricted Stock: _______________


         RESTRICTED STOCK AGREEMENT made in [     ], between EasyLink Services
Corporation and _______________________.

         1. GRANT OF AWARD. The Company has granted to you __________ shares of
Class A common stock, par value $.01 per share, subject to the restrictions and
other provisions of this Agreement ("Restricted Stock"), pursuant to the terms
of the EasyLink Services Corporation 2005 Stock and Incentive Plan (the "Plan").

         2. VESTING. The restrictions on your Restricted Stock will lapse, and
the Restricted Stock will become fully vested, in accordance with the following
schedule:[ ]. If your employment with the Company terminates, any shares of your
Restricted Stock that have not vested on or before the date of termination of
your employment in accordance with foregoing schedule will immediately be
forfeited and your rights with respect to these shares of Stock will end.

         3. STOCKHOLDER'S RIGHTS. Shares of Restricted Stock are shares of Class
A common stock, par value $.01 per share, of the Company ("Company Stock"). For
each share of Restricted Stock, whether vested or unvested, you will be entitled
to receive any cash or stock dividends distributed by the Company at the same
time as any other holder of the Company's Stock ; however, these dividends will
be held on your behalf and will be forfeitable until you satisfy the vesting
requirements for your Restricted Stock. You will also have the same voting
rights on your Restricted Stock as any other common stockholder.

         4. TRANSFER OF AWARD. You may not transfer any interest in shares of
Restricted Stock (except by will or the laws of descent and distribution) until
all restrictions on such shares lapse and such shares are vested. Any other
attempt to dispose of your interest in shares of Restricted Stock prior to such
time will be null and void.

         5. ADJUSTMENTS. In the event the shares of Company Stock, as presently
constituted, shall be changed into or exchanged for a different number or kind
of shares or other securities of the Company, the Committee will make any
adjustments that it deems appropriate to the number and kinds of shares of
Company Stock covered by the Restricted Stock and other relevant provisions, to
the extent necessary to prevent dilution or enlargement of the benefits or
potential benefits intended to be provided by the Restricted Stock. Any such
determinations and adjustments made by the Committee will be binding on all
persons.


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         6. WITHHOLDINGS. The Company will have the right, prior to the release
of restrictions on your Restricted Stock, to withhold or demand from you the
amount necessary to satisfy applicable tax requirements, as determined by the
Committee, or at an earlier time if you make an election pursuant to Section
83(b) of the Internal Revenue Code (the "Code"). You may also satisfy your
withholding obligations by having the Company withhold Restricted Stock that
otherwise would be delivered to you when your Restricted Stock vests. The shares
of Restricted Stock withheld will be valued at their Fair Market Value as of the
date when taxes would otherwise be withheld in cash.

         7. DISPOSITION OF SECURITIES. By accepting the Award and signing this
Agreement, you acknowledge that you have read and understand the Company's
policy on, and are aware of and understand your obligations under federal
securities laws with respect to, trading in the Company's securities. The
Company will have the right to recover, or receive reimbursement for, any
compensation or profit you realize on the disposition of shares of Company Stock
received as Restricted Stock to the extent that the Company has a right of
recovery or reimbursement under applicable securities laws. You may not transfer
any interest in your Restricted Stock until the restrictions lapse or are
satisfied. If you are an "affiliate" of the Company, you may dispose of your
shares of Company Stock only pursuant to an effective registration statement
under the Securities Act of 1933 (the "Securities Act") or an exemption or
exclusion from the registration requirement. An "affiliate", as defined in the
Securities Act, is generally a person who directly or indirectly controls the
Company, such as a member of the Board of Directors or a senior officer.

         8. SECTION 83(b) ELECTION. You may elect to pay tax on your Restricted
Stock as of the time your shares of Company Stock are granted rather than when
they vest by filing an election under Section 83(b) of the Code with the
Internal Revenue Service within 30 days after the Date of Grant. By accepting
the Award, you acknowledge that it is solely your responsibility to file timely
any election under Section 83(b), even if you request the assistance of the
Company or its representatives to do so. If you file a Section 83(b) election
pursuant to this paragraph 8, you must give a copy of your completed election
form to the Company within five (5) business days of the date on which you made
the filing to the following address: EasyLink Services Corporation, 33
Knightsbridge Road, Piscataway, New Jersey 08854, Attention: Director of Human
Resources.

         9. PLAN TERMS GOVERN. The grant and disposition of Restricted Stock are
subject to the provisions of the Plan and any rules that the Committee may
prescribe. The Plan document, as may be amended from time to time, is
incorporated into this Agreement. Capitalized terms used in this Agreement have
the meaning set forth in the Plan, unless otherwise stated in this Agreement. In
the event of any conflict between the terms of the Plan and the terms of this
Agreement, the Plan will control. By accepting the Award, you acknowledge
receipt of the Plan, as in effect on the date of this Agreement.



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         10. PERSONAL DATA. To comply with applicable law and to administer the
Plan and this Agreement properly, the Company and its agents may hold and
process your personal data, including your home address, Social Security number,
employment status, hire date and termination date. By accepting the Award, you
expressly consent to the use of this data by the Company and its agents and to
the transfer of this data outside the country in which you perform services or
reside.

         11. LIMITATIONS. Nothing in this Agreement or the Plan gives you any
right to continue in the service of the Company or any of its affiliates or to
interfere in any way with the right of the Company or any of its affiliates to
terminate your service at any time.

         12. INCORPORATION OF OTHER AGREEMENTS. This Agreement and the Plan
constitute the entire understanding between you and the Company regarding the
Restricted Stock. This Agreement supersedes any prior agreements, commitments or
negotiations concerning the Restricted Stock.

         13. SEVERABILITY. The invalidity or unenforceability of any provision
of this Agreement will not affect the validity or enforceability of the other
provisions of the Agreement, which will remain in full force and effect.
Moreover, if any provision is found to be excessively broad in duration, scope
or covered activity, the provision will be construed so as to be enforceable to
the maximum extent compatible with applicable law.

By accepting this Award and signing below, you confirm the following:

         (i) you have carefully read, fully understand and agree to all of the
terms and conditions described in this Agreement and the Plan; and

         (ii) you understand and agree that this Agreement and the Plan
constitute the entire understanding between you and the Company regarding the
Award, and that any prior agreements, commitments or negotiations concerning the
Restricted Stock are replaced and superseded.




                                              ---------------------------------
                                              for EasyLink Services Corporation



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Grantee




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