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                                                                    EXHIBIT 10.1

                   2007 Executive Incentive Compensation Plan


      The following summary highlights key features of EasyLink Services'
Executive Incentive Compensation Plan (the "Plan").

I.    PURPOSE

      The Plan has been designed to motivate and reward key management employees
      whose efforts impact the performance of EasyLink Services (the "Company")
      through the achievement of pre-established financial objectives.

      Performance under the Plan is measured on the fiscal year and payments
      under the Plan are made annually.

II.   ELIGIBILITY

      Officers and key management employees may be eligible to participate in
      the plan, upon the recommendation by the Chief Executive Officer of the
      Company and approval by the Compensation Committee of the Board of
      Directors. An employee who is eligible to participate in any other cash
      incentive plan of the company is not eligible to participate in this Plan.

      Currently, eligible participants are level 1-5 executives, including
      certain international executives.

III.  AWARD CRITERIA

      The Compensation Committee must approve the Company performance objectives
      that are used to determine awards paid under this plan. For Fiscal Year
      (FY) 2007, the financial performance measures under the Plan will be:

                 Revenues
                 EBITDA

      100% of performance under this Plan will be based on financial objectives.
      However, the Compensation Committee retains full authority to approve
      final amounts, which may be higher or lower than plan results.

IV.   TARGET AWARDS

      A Target Award percentage is established for each position eligible to
      participate in the Plan. Target Awards (TA's) may range from 10% to 75%,
      depending on position, of each participant's base pay in effect at the
      conclusion of the performance period (or pro rata at the time of becoming
      a participant).

      Generally, the participants receive the TA when performance under the Plan
      meets, but does not exceed, the pre-established performance objectives.

      Bonus eligible positions and respective target awards as a percentage of
      base salary are as follows:

              Position                 Target Award
              --------                 ------------
         Level One Executive               75%
         Level Two Executive               50%
         Level Three Executive             30%
         Level Four Executive              20%
         Level Five Executive              10%
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      Level One Executive - President and Chief Executive Officer
      Level Two Executive - Business unit managers with P&L responsibility
      including Executive Vice President and General Manager of TDS and TMS
      business units and Managing Director & VP International
      Level Three Executive - Direct reports to the CEO that have significant
      operating responsibility or key staff positions including EVP and General
      Counsel, SVP Corporate Development, VP & CFO, VP & Corporate Controller,
      VP Operations, VP Quality, VP Marketing and VP Telecom & Facilities.
      Level Four Executives - Vice Presidents reporting to Level Three
      Executives; VP Product Marketing; Director of Human Resources.
      Level Five Executives - Director level positions reporting to first,
      second, third or fourth level executives that have a material organization
      and potential to significantly contribute to the performance of the
      Company. Not all Director level positions are bonus eligible.

V.    AWARD CALCULATION

      Attainment of the financial objectives of the Plan is measured based on
      actual results versus Plan targets. If actual results are between stated
      percentages, interpolations of payout percentages are to be applied. If
      Bonus award payment is made in Common Stock instead of cash then common
      stock awards are not treated as an expense item in the EBITDA calculation
      for Bonus calculation purposes. For 2007, all transaction expenses
      incurred in exploring/consummating strategic alternatives (e.g., legal,
      investment banking, CoC bonus, fairness opinions, etc.) will be excluded
      from the EBITDA calculations.

      For FY2007, target financial performance consists of:

                  Revenues                  [*]
                  EBITDA                    [*]

      Payouts expressed as percentage of target bonus for each participant
      versus actual levels of financial performance versus Plan targets for 2007
      are as follows:

                                            [*]

      Each component above is independently determined. The maximum award under
      the plan is limited to 200% of the Target Award.

      * [Specific performance criteria redacted consistent with Instruction 2 to
      Item 402(k) of Regulation SK and Question 13 of November 23, 2004 FAQ of
      Staff of Securities and Exchange Commission and will be furnished to the
      Commission upon request]

VI.   INDIVIDUAL OBJECTIVES

      The Compensation Committee may approve the use of individual objectives as
      part of the participant's performance criteria under the Plan. For 2007,
      the Compensation Committee has determined that the absence of a going
      concern qualification in the report of the Company's independent auditor
      on the Company's 2007 annual financial statements is an individual
      objective for certain executives and is a consideration in the
      determination of their 2007 bonus.

VII.  MODIFICATIONS

      If, during a Plan Year, there has occurred or should occur, in the opinion
      of the Company, a significant beneficial or adverse change in economic
      conditions, the indicators of growth or recession in the Company's
      business segments, the nature of the operations of the Company, or
      applicable laws, regulations or accounting practices, or other matters
      which were not anticipated by the Company when it approved objectives for
      the Plan Year and which, in the Company's judgment, had, have, or are
      expected to have a substantial positive or negative effect on the
      performance of the Company as a whole, the Compensation Committee may
      modify or revise the Performance Objectives for the Plan Year in such
      manner as it may deem appropriate in its sole judgment. By way of
      illustration, and not limitation, such significant changes might result
      from sales of assets, or mergers, acquisitions, divestitures, or
      spin-offs.


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VIII. PAYMENT

      Any awards generated under the Plan must be approved by the Compensation
      Committee. It is anticipated that any awards generated in FY2007 will be
      paid during the first quarter of FY2008.

      At the discretion of the Compensation Committee, payment may be made in
      cash or stock or a combination of cash and stock. All bonus payments will
      be made net of applicable withholding taxes.

      Plan-eligible employees hired during the calendar year will receive a
      prorated bonus based upon the actual date of hire.

      Employees terminating prior to the payout date are not eligible for
      payment of any award under this plan unless termination is due to
      retirement or economic reduction in force or Change of Control. In such
      cases, any bonus payments will be prorated to the date of termination and
      determined on the basis of bonuses actually paid to similarly situated
      employees, provided that the employee was an active employee for at least
      six (6) months of the bonus year.

IX.   RIDER

      Should a "Change of Control" occur during the year, eligible employees
      will receive an award in accordance with the Plan pro-rated through the
      date of the Change in Control. The award will be based upon the Company's
      cumulative performance to the budgeted Revenue and EBITDA objectives which
      are the basis for the full year 2007 Plan. Following a Change of Control,
      new objectives may be established by the Chief Executive Officer for the
      remainder of the year consistent with transition objectives such that
      eligible employees will have an opportunity to earn their full year target
      bonus. If new objectives are not set after the change of control for the
      remaining months of the year, then Plan objectives contained herein will
      apply.

      Bonus awards will be calculated based upon performance to each set of
      objectives pro-rated for the number of months pre and post Change of
      Control. For example, the bonus award calculation for the pre change of
      control period will be equal to a participant's pro-rated current salary
      at the date of Change in Control and the percent (%) of target bonus
      earned for each objective through the end of the month immediately
      preceding the Change in Control. The bonus award calculation for the post
      change of control period will be equal to a participant's pro-rated
      current salary at the date of Change in Control and the percent (%) of
      target bonus earned for each new objective established through the end of
      the year.

      As used in this plan, a "Change of Control" shall mean the occurrence of
      any of the following events:

                 (i) Any person (as such term is used in Sections 13(d) and
      14(d) of the Securities Exchange Act of 1934, as amended), other than one
      or more of the Permitted Holders (as defined below), becomes the
      "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or
      indirectly, of securities of the Company representing fifty percent or
      more of the total voting power represented by the Company's then
      outstanding voting securities; or

                 (ii) A merger or consolidation of the Company with any other
      corporation or business entity, or a sale, lease or disposition by the
      Company of all or substantially all of the Company's assets, other than a
      merger, consolidation, sale, lease or disposition which would result in
      the voting securities of the Company outstanding immediately prior thereto
      continuing to represent (either by remaining outstanding or by being
      converted into voting securities of the surviving or transferee entity or
      a direct or indirect parent company of the surviving or transferee entity)
      at least 50% of the total voting power represented by the voting
      securities of the Company or such surviving or transferee entity or parent
      company outstanding immediately after such merger, consolidation, sale,
      lease or disposition.