EXHIBIT
10.3*

    


    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.

    


    AMENDMENT
NO. 1 TO

    SECOND
AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     

    This
Amendment No. 1 to Second Amended and Restated Employment Agreement (this
“Amendment”) is entered into on August 27, 2010
between EasyLink Services International Corporation (the “Company”) and Terri
Deuel (“Deuel”).  This Amendment amends the Second Amended and
Restated Employment Agreement (the “Agreement”) between the Company and Deuel
entered into on September 28, 2009.

     

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

     

    1.           Amendment to Exhibit A.
Exhibit A attached to the Agreement is hereby amended by adding the
following immediately after the section entitled “ANNUAL CASH INCENTIVE FOR
FISCAL 2010”:

     

    “ANNUAL CASH INCENTIVE FOR
FISCAL 2011

     

    You shall
have the opportunity to earn an Annual Cash Incentive for Fiscal 2011 based on
the Company’s and your personal performance during Fiscal 2011.  The
Company, through the Compensation Committee of the Board of Directors, retains
the right to adjust your Annual Cash Incentive plan at any time as business
circumstances or other factors reasonably dictate.

     

    Your targeted Annual
Cash Incentive for Fiscal 2011
is $100,000 (“Target Annual
Cash Incentive for
2011”).  With
respect to the Annual Cash Incentive for Fiscal 2011, the Compensation Committee
will determine the payout of this amount based on a combination of 50% payout on
satisfaction of item 1 of the Company objectives relating to Company revenue
(the “Company Revenue Bonus for 2011”) and 50% payout on item 2 of the Company
objectives relating to Company EBITDA (the “Company EBITDA Bonus for 2011”), as
provided below:


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    COMPANY
OBJECTIVES

     

    
      	
               
      

            	
              1.

            	
              Total
      revenue of $[XXXXXXXX] (the “2011 Revenue Target”) – The Company Revenue
      Bonus for 2011 will be earned if the Company achieves a minimum total
      revenue for Fiscal 2011 equal to the 2011 Revenue Target, in accordance
      with and subject to the following.  None of the Company Revenue
      Bonus for 2011 will be earned if the Company achieves total revenue for
      Fiscal 2011 equal to or less than 90% of the 2011 Revenue
      Target.  If the Company achieves total revenue for Fiscal 2011
      greater than 90% and less than or equal to 100% of the 2011 Revenue
      Target, then the percentage of the Company Revenue Bonus for 2011 earned
      will equal approximately (i) 10, times (ii) a percentage equal to (a) the
      actual amount of total revenue for Fiscal 2011 divided by the 2011 Revenue
      Target, minus (b) 0.9.  If the Company achieves total revenue
      for Fiscal 2011 in excess of 100% of the 2011 Revenue Target, then the
      percentage of the Company Revenue Bonus for 2011 earned will equal 100%
      plus an amount (the “Additional Company Revenue Bonus for 2011”) equal to
      6.8% of the Company Revenue Bonus for 2011 for every .1% by which the
      total revenue for Fiscal 2011 exceeds the 2011 Revenue
    Target.

            


    

     

    
      	
               
      

            	
              2.

            	
              EBITDA
      of $[XXXXXXXX] (the “2011 EBITDA Target”) – The Company EBITDA Bonus for
      2011 will be earned if the Company achieves a minimum EBITDA for Fiscal
      2011 equal to the 2011 EBITDA Target, in accordance with and subject to
      the following.  None of the Company EBITDA Bonus for 2011 will
      be earned if the Company achieves EBITDA for Fiscal 2011 equal to or less
      than 90% of the 2011 EBITDA Target.  If the Company achieves
      EBITDA for Fiscal 2011 greater than 90% and less than or equal to 100% of
      the 2011 EBITDA Target, then the percentage of the Company EBITDA Bonus
      for 2011 earned will equal approximately (i) 10, times (ii) a percentage
      equal to (a) the actual amount of EBITDA for Fiscal 2011 divided by the
      2011 EBITDA Target, minus (b) 0.9.  If the Company achieves
      EBITDA for Fiscal 2011 in excess of 100% of the 2011 EBITDA Target, then
      the percentage of the Company EBITDA Bonus for 2011 earned will equal 100%
      plus an amount (the “Additional Company EBITDA Bonus for 2011”) equal to
      6.8% of the Company EBITDA Bonus for 2011 for every .1% by which the
      EBITDA for Fiscal 2011 exceeds the 2011 EBITDA Target.  For
      purposes of this paragraph, EBITDA shall mean net profit before taxes,
      interest expense (net of capitalized interest expense), depreciation
      expense and amortization expense, all in accordance with GAAP, excluding
      stock-based compensation expense, cumulative effect of accounting changes
      and one-time, nonrecurring items.”

            


    

     

    2.           No Other Amendments. Except as
expressly set forth in this Amendment, the Agreement remains in full force and
effect.

     

    
      
         

      

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

    


    
      
        	 
      	
                /s/ Terri Deuel

              
	 
      	
                Terri
      Deuel

              
	 
      	 
      	 
      
	 
      	
                EasyLink
      Services International Corporation

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Glen E. Shipley

              
	 
      	 
      	
                Name: 
      Glen E. Shipley

              
	 
      	 
      	
                Title:   
      CFO

              


      

    


    
      
         


      

      
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