Filed by Bowne Pure Compliance






	Exhibit 10.1






EMPLOYMENT AGREEMENT


This Employment
Agreement (the “Agreement”) is entered into on November 14,
2008 (the “Effective Date”) between, EasyLink Services
International Corporation (the “Company”) and Chris A. Parker
(“Parker”).


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


1. Employment. The Company hereby employs Parker in
the capacity of Executive Vice President of Production Operations. Parker
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
Company’s Chief Executive Officer. Parker 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 the Company
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 one year year, commencing
on the Effective Date and ending on the first 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 first anniversary of the Original Effective Date and
each anniversary thereafter, the Employment Period shall automatically extend
for an additional one year upon each such anniversary. Parker’s
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 Parker’s duties hereunder, the Company shall
pay Parker 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 Company’s standard payroll policies, which may be
changed from time to time (but in no case less frequently than monthly).


3.2 Annual Cash
Incentive. Parker will receive 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 Parker’s
employment subsequent to Fiscal 2009. If the Company fails to negotiate a new
Cash Incentive Plan for any year after Fiscal 2009, then the Annual Cash
Incentive in effect for the preceding year will govern. Notwithstanding any of
the provisions of this Agreement, the Annual Cash Incentive, to the extent
payable for any fiscal year of the Company, will be paid no later than the
15th day of the
third month following the end of the fiscal year of the Company to which the
Annual Cash Incentive relates.


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


 


1









 





3.4
Reimbursement of Expenses. Parker 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 Parker in connection with and
reasonably related to the furtherance of the Company’s Business, per
Company travel guidelines in effect from time to time. Subject to the Company
travel guidelines in effect from time to time, the Company will reimburse
Parker for such actual and reasonable expenses no later than the last day of
the calendar year following the calendar year in which Parker incurs the
reimbursable expense.


3.5 Equity
Grants. The parties incorporate the terms of Exhibit A attached hereto
regarding equity grants, provided however, that upon any Change in Control of
the Company as defined in Section 4 of this Agreement or if Parker’s
employment is terminated under Sections 5.1(b), (d) or (e) of
this Agreement, any of Parker’s 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
Company’s 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 Company’s
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; or


(b) the Company is merged or consolidated with another
corporation and immediately after giving effect to the merger or consolidation
less than 40% 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 40% of the combined voting power of such
corporation’s outstanding voting securities.


5. Termination.


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


(a) Death;


(b) Disability: If Parker 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
Parker or his personal representative setting forth specifically the nature of
the disability and the resulting performance failures


 


2









 





and Parker’s
failure to cure the cited performance failures within ten days of receipt of
such notice, the Company may discharge Parker;


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



	 	(i)	 	
Parker’s 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 Parker for
Cause, the Board shall give a written statement of findings to Parker setting
forth specifically the grounds on which Cause is based, and Parker shall have a
period of ten days thereafter to respond in writing to the Board’s
findings; or








	 	(ii)	 	
Parker’s willful and continued failure
to substantially perform his duties with the Company (other than any failure
resulting from 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 Parker specifying the nature of
the misconduct or performance deficiency and giving Parker 20 days to cure
such deficiency. For purposes of this subsection (ii), no act or failure to act
on Parker’s part shall be considered “willful” if done, or
omitted to be done, by Parker in good faith and with reasonable belief that
Parker’s action or omission was in the best interest of the Company. Any
act, or failure to act, based upon authority given pursuant to a resolution
duly adopted by the Board or based upon the advice of counsel for the Company
shall be conclusively presumed to be done, or omitted to be done, by the
Employee in good faith and in the best interests of the Company;







(d) Without Cause: The Board may terminate Parker by
issuing at least 30 days’ advance written notice, subject to the
severance provisions set forth below;


(e) By Parker With Cause: Parker may terminate his
employment due to either (i) a material default by the Company in the
performance of any of its obligations hereunder, or (ii) an Adverse Change
in Duties (as defined below), which default or Adverse Change in Duties remains
unremedied by the Company for a period of 30 days following its receipt of
written notice thereof from Parker provided, however, that Parker must provide
written notice to the Company of the condition which would constitute cause for
terminating his employment hereunder within 90 days of the initial
existence of the condition, and, assuming such default or Adverse Change in
Duties remains unremedied by the Company after the 30-day period set forth
above, Parker then must terminate his employment within 12 months of the
initial existence of the condition; or


(f) By Parker Without Cause: Parker may terminate his
employment for any reason upon the furnishing of at least 30 days’
advance written notice to the Board.


As used herein,
“Adverse Change in Duties” means an action or series of actions
taken by the Company, without Parker’s prior written consent, that
results in:


(1) A material diminution in Parker’s authority,
duties or responsibilities;


 


3









 





(2) A material diminution in Parker’s base
compensation;


(3) A material diminution in the authority, duties or
responsibilities of the supervisor to whom Parker is required to report;


(4) A material diminution in the budget over which Parker
retains authority; and


(5) A material change in the geographic location of the
Company, as located at the time of this Agreement, at which Parker performs his
duties.


5.2 Effects of
Termination.


(a) Upon termination of Parker’s employment
hereunder for any reason, the Company will promptly (but in no event later than
30 days after termination of engagement) pay Parker all compensation owed
to Parker and unpaid through the date of termination (including, without
limitation, salary and employee expense reimbursements).


(b) In addition, if Parker’s employment is
terminated under Sections 5.1 (a), (b), (d) or (e), the Company shall
also pay Parker a severance amount equal to the sum of (A) Parker’s
then-applicable annual base salary plus (B) the target Annual Cash
Incentive that would have accrued for the fiscal year in which the termination
occurred. Such severance amount shall be paid in a single lump sum.


(c) The Company shall have the right to offset against any
damages resulting from a breach by Parker of Section 5.3 or Section 6
of this Agreement, in which case, such offset shall be applied in full against
the payments remaining to be paid to Parker, from earliest to latest, and then
to recover any amounts previously paid.


5.3 Restrictive
Covenants. Upon termination of Parker’s employment hereunder for any
reason, Parker agrees that for the one-year period following the termination of
employment, Parker will not:


(a) directly or indirectly, within a ten-mile radius of
Parker’s office at the Company, whether for his own account or as an
individual, employee, director, consultant or advisor, or in any other capacity
whatsoever, provide services that are substantially similar to the services he
provided to the Company to any person, firm, corporation or other business
enterprise that competes with the Business of the Company, unless he obtains
the prior written consent of the Board;


(b) directly or indirectly encourage or solicit, or
attempt to encourage or solicit, on behalf of any person, firm, corporation or
other business enterprise that competes with the Business of the Company, any
individual to leave the Company’s employ for any reason or interfere in
any other manner with the employment relationships at the time existing between
the Company and its current or prospective employees; or


 


4









 





(c) induce or attempt to induce, on behalf of any person,
firm, corporation or other business enterprise that competes with the Business
of the Company, any provider, payor, customer, supplier, distributor, licensee
or other business relation of the Company with whom Parker dealt at any time
during the two-year period preceding his termination of employment to cease
doing business with the Company or in any way interfere with the existing
business relationship between any such customer, supplier, distributor,
licensee or other business relation described above and the Company.


Parker acknowledges
that monetary damages will not be sufficient to compensate the Company for any
economic loss that may be incurred by reason of breach of the foregoing
restrictive covenants. Accordingly, in the event of any such breach, the
Company shall, in addition to any remedies available to the Company at law, be
entitled to obtain equitable relief in the form of an injunction precluding
Parker from continuing to engage in such breach.


In the event that
any of the foregoing restrictive covenants are too broad to be enforceable, the
parties request and agree that they may be reduced to such lesser breadth as
may be necessary to make them enforceable. The covenants in this
Section 5.3 shall be construed as an agreement independent of any other
agreement between the parties. Parker agrees that the existence of any claim or
cause of action of Parker against the Company, whether predicated upon this
Agreement or otherwise, shall not constitute a defense to the enforcement by
the Company of these covenants.


6. Confidentiality and Other Agreements. Parker
will continue to be bound by the terms of any confidentiality, non-competition,
non-solicitation and assignment of intellectual property rights agreements
previously entered into between Parker and the Company.


7. General
Provisions.


7.1 Assignment.
Parker may not assign or delegate any of his rights or obligations under
this Agreement. The Company may assign its rights and obligations under this
Agreement to any successor to the Company through merger, consolidation, sale
or the like.


7.2 Entire
Agreement. This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof and supersedes any and all prior
agreements between the parties relating to such subject matter.


7.3
Modifications. This Agreement may be changed or modified only by an
agreement in writing signed by the party against whom enforcement is sought.


7.4 Successors
and Assigns. The rights and duties under this Agreement shall inure to the
benefit of, and be binding upon, the parties hereto and their successors and
assigns, legal representatives, heirs, legatees, distributees, assigns and
transferees by operation of law, whether or not any such person or entity shall
have become a party to this Agreement and have agreed in writing to join and be
bound by the terms and conditions hereof.


7.5 Governing
Law. This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Georgia.


7.6
Severability; Partial Invalidity. If any provision of this Agreement or any
instrument or document delivered in connection herewith is held to be illegal,
invalid or unenforceable under present or future laws effective during the term
of this Agreement (the “Offending Provision”), the Offending
Provision shall be fully severable; this Agreement shall be construed and
enforced as if


 


5









 





the Offending Provision had never
comprised a part of this Agreement; and the remaining provisions of this
Agreement shall remain in full force and effect and shall not be affected by
the Offending Provision or by its severance from this Agreement. Furthermore,
in lieu of the Offending Provision, there shall be added automatically as a
part of this Agreement a provision as similar in terms to the Offending
Provision as may be possible and be legal, valid and enforceable.


7.7 Further
Assurances. The parties will execute such further instruments and take such
further actions as may be reasonably necessary to carry out the intent of this
Agreement.


7.8 Notices.
Any notices or other communications required or permitted hereunder shall
be in writing and shall be deemed received by the recipient when delivered
personally or, if mailed, five (5) days after the date of deposit in the
United States mail, certified or registered, postage prepaid and addressed, in
the case of the Company, to:


6025 The Corners
Parkway

Suite 100

Norcross, Georgia 30092


and, in the case of Parker, to:


c/o EasyLink Services International
Corporation

6025 The Corners Parkway

Suite 100

Norcross,
Georgia 30092


or to such other address as either
party may later specify by at least ten (10) days’ advance written
notice delivered to the other party in accordance herewith.


7.9 No Waiver.
The failure of either party to enforce any provision of this Agreement
shall not be construed as a waiver of that provision, nor prevent that party
thereafter from subsequently enforcing that provision of any other provision of
this Agreement.


7.10 Legal Fees
and Expenses. In the event of any disputes under this Agreement, each party
shall be responsible for his or its own legal fees and expenses that may be
incurred in resolving such dispute.


7.11
Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute
one and the same instrument.


7.12 Omnibus
409A Provision. This Agreement is intended to be exempt from treatment as
deferred compensation under Section 409A of the Internal Revenue Code (the
“Code”) and shall be construed and interpreted in accordance
therewith. All rights to payments under this Agreement shall be treated as
rights to receive a series of separate payments to the fullest extent permitted
by Section 409A of the Code. Notwithstanding the preceding, the Company
shall not be liable to Parker or any other person if the Internal Revenue
Service or any court or other authority having jurisdiction over such matter
determines for any reason that any payment under this Agreement is subject to
taxes, penalties or interest as a result of failing to comply with
Section 409A of the Code.


Notwithstanding any
of the provisions of this Agreement, if Parker is a “specified
employee” (within the meaning of Section 409A of the Code), and any
payments hereunder are not otherwise exempt from Section 409A of the Code,
then, to the extent necessary to comply with Section 409A


 


6









 





of the Code, no payments may be made
hereunder before the date which is six months after the date of Parker’s
“separation from service” within the meaning of Section 409A
of the Code or, if earlier the date of Parker’s death. Because the
amounts payable hereunder will be made in all events no later than the 15th day of the third
month following the end of (i) the calendar year or (ii) the fiscal
year of the Company in which Parker terminates employment, whichever is later,
then all amounts payable hereunder should be exempt from Section 409A of
the Code as a short-term deferral. Consequently, this “specified
employee” six-month delay provision will only be applicable if it is
subsequently determined that the amounts to be paid pursuant to this Agreement
are not exempt from Section 409A of the Code. For purposes hereof,
termination of employment shall be read to mean a “separation from
service” within the meaning of Section 409A of the Code where it is
reasonably anticipated that no further services would be performed after such
date or that the level of bona fide services Parker would perform after that
date (whether as an employee or an independent contractor) would permanently
decrease to no more than 20 percent of the average level of bona fide
services performed over the immediately preceding 36-month period.


IN WITNESS WHEREOF,
the parties have executed this Agreement as of the day and year first above
written


/ss/ Chris A.
Parker                                         


Chris A. Parker


EasyLink Services
International Corporation


By: /ss/ Thomas
J.
Stallings                           

Name:
Thomas J. Stallings

Title: CEO





 


7









 





EXHIBIT A


2009 Compensation Plan


Chris Parker, Executive Vice
President of Production Operations


SALARY 


The Company shall
pay you a salary of $200,000 annually. The Company, through the Compensation
Committee of the Board of Directors, will review your salary annually and, in
its sole discretion, may increase but not decrease your salary as appropriate,
subject to the approval of the Compensation Committee of the Board of Directors.


ANNUAL CASH INCENTIVE


You shall have the
opportunity to earn a cash incentive based on the Company’s and your
personal performance during Fiscal 2009. The Company, through the Compensation
Committee of the Board of Directors, retains the right to adjust your cash
incentive plan at any time as business circumstances or other factors
reasonably dictate.


Your targeted
annual incentive compensation (“Bonus”) for Fiscal 2009 is $40,000.
Payment of 2009 incentive compensation will be at fiscal year end (but no later
than as set forth in your Employment Agreement) and will based on a combination
of 25% payout on personal objectives and 75% payout on Company objectives as
noted below:


COMPANY OBJECTIVES To
be determined.


PERSONAL OBJECTIVES To
be determined.


LONG TERM STOCK
INCENTIVE


The Company will
grant you options for the purchase of 75,000 shares of the Company’s
class A common stock with an exercise price equal to the NASDAQ closing price
on November 14, 2008 with such options to vest in accordance with the
Company’s standard vesting schedule.


 


 










 





EXHIBIT B


Benefits


You will be
eligible to participate in benefit plans and/or programs which the Company may
offer to its employees or executives from time to time.  Your eligibility
for such plans and/or programs will be determined by the terms of such plans
and/or programs.  Among the benefits currently offered by the Company to
its employees are medical and dental insurance, a stock option plan and a 401k
plan, which are described below.  Please be advised, however, that the
Company reserves the right to amend, modify, or terminate any of its benefits
plans and/or programs at any time in its sole discretion.  You will be
eligible for three weeks vacation in accordance with the Company’s
accrual policy.


Medical
Insurance.  Currently, the Company offers its employees medical
insurance.  The Company currently contributes a portion of your premium
for employee coverage, and you will be responsible for contributing for
additional family coverage through pre-tax payroll deduction.


Dental
Insurance.  The Company presently offers its employees dental
insurance.  The Company currently contributes a portion of your premium
for employee coverage, and you will be responsible for contributing for
additional family coverage through pre-tax payroll deduction.


401k Plan.  The
Company presently offers its employees a 401k plan with a Company match to be
determined annually by the Compensation Committee of the Board of
Directors.  You may elect to contribute pre-tax deferrals through payroll
deduction pursuant to the terms of the 401k plan.