Insider Trading Policy

  1. Introduction
    This is the Insider Trading Policy (the "Policy") of EasyLink Services International Corporation (the “Company”) and this Policy applies to all officers, directors, employees or agents of the Company (collectively, “Company Personnel”).  All Company Personnel should carefully review these policies and return upon request an executed Compliance Statement in such form as the Company designates.

    The Company’s shares are publicly traded in the United States.  It is a violation of securities laws for any person to buy or sell securities if he or she is in possession of Material Inside Information relating to those securities.  “Material Inside Information” means nonpublic or confidential information relating to the Company or its affairs, or, if applicable, another company, which, if made public, would be likely to affect the market price of the Company’s securities or the securities of such other company, or which would be likely to be considered important by a reasonable investor in deciding whether to buy, sell or hold such securities.  This includes, but is not limited to, non-public information related to a company’s earnings, significant gains or losses of business, or the hiring, firing or resignation of a director or officer.  The source of the information is irrelevant.  It is generally illegal for any person in possession of Material Inside Information to provide other people with such information or to recommend that they buy or sell securities.  In such case, both the person who provides the information and the person who receives the information may be held liable.

    This Policy establishes guidelines for contacts with investors and for compliance with federal securities laws and regulations, including rules adopted by the Securities and Exchange Commission (“SEC”) and The Nasdaq Stock Market (“Nasdaq”), regarding the use and public disclosure of Material Inside Information.  These laws and regulations require the Company and Company Personnel to ensure that information about the Company is not used unlawfully in connection with the purchase and sale of securities and a violation of such laws can expose a person to imprisonment, criminal fines, civil penalties and injunctive actions.
  2. Confidentiality
    Company Personnel may not disclose Material Inside Information to anyone, other than persons within the Company whose positions require them to know the information, until it has been publicly released by the Company.

    Company Personnel should not discuss confidential Company matters or developments with anyone outside of the Company except as required in the performance of their corporate duties.  This prohibition applies specifically, but not exclusively, to inquiries about the Company that may be made by the financial press, investment analysts or others in the financial community.  It is important that all such communications on behalf of the Company be made by an appropriately designated officer under carefully controlled circumstances.  Company Personnel who are contacted by outside persons regarding Company matters should decline comment and refer the inquirer to one of the following individuals:  Chief Financial Officer, General Counsel or authorized Company spokesperson.

    Company Personnel with any doubt as to their responsibilities under these guidelines should seek clarification and guidance from management before acting.  Company Personnel should not try to resolve uncertainties on their own.
  3. Trading of Company Securities
    1. Rules for All Company Personnel.All Company Personnel must observe the following trading rules:
      1. Trading in Company Securities. No Company Personnel shall place a purchase or sale order, or recommend that another person place a purchase or sale order, in any securities of the Company or its affiliates, including its common stock or any options (including puts and calls) thereon (collectively, the “Company Securities”), when he or she has knowledge of Material Inside Information concerning the Company. Any Company Personnel who possess Material Inside Information shall wait until forty-eight hours after the information has been publicly released before trading or recommending that others trade in Company Securities. Pursuant to the confidentiality requirements provided in SectionII herein, Company Personnel are also prohibited from disclosing nonpublic information to other persons who may buy or sell securities (which is known as “tipping”).
      2. Speculation. The Company strongly discourages Company Personnel from speculating in Company Securities by making frequent purchases and sales of Company Securities, hoping to obtain a return through short-term market fluctuations. Company Personnel who choose to invest in Company Securities should invest for the long run in order to share in the long term prospects of the Company. In addition, Company Personnel are prohibited from selling Company Securities “short” (i.e., selling securities not owned in order to take advantage of an anticipated decline in the price of such securities).
      3. # Trading in Other Securities. No Company Personnel may place a purchase or sale order, or recommend that another person place a purchase or sale order, in the securities of another company (or related derivative securities, such as put or call options) if the Company Personnel learn in the course of his or her position or employment Material Inside Information about the other company that is likely to affect the value of those securities.
    2. Rules for Inside Group.Because of their access to confidential information on a regular basis, this Policy establishes a number of restrictions on the activities of directors, the Company’s Section 16 officers, and those executives and other employees who are designated by the Compliance Officer (such persons being the “Inside Group”).
      1. Window Periods. Members of the Inside Group may trade in Company Securities only during an “Open Window Period” (as defined below). The trading window for the Insider Group is “closed” (a “Closed Window Period”) beginning on the date that is fifteen days prior to the end of a fiscal quarter and ending after the closing of the market on the second trading day after the Company’s release of financial results for that fiscal quarter. An “Open Window Period” is any time that is not a Closed Window Period.
      2. Prior Approval. Members of the Inside Group must obtain the prior approval of the Compliance Officer before trading in Company Securities.
      3. Other Blackout Periods. Members of the Inside Group may not, directly or indirectly, (i) sell or otherwise transfer any Company Securities that any such person originally acquired in connection with his or her service or employment as a director or executive officer of the Company or (ii) purchase or otherwise acquire any Company Securities during any pension plan blackout period (as defined by Section 245.100(b) of Regulation BTR) with respect to such Company Securities.
      4. 10b5-1 Plans. Notwithstanding the foregoing, members of the Inside Group may be able to trade in Company Securities during a Closed Window Period under a previously established contract, plan or instruction that was established at a time when the member of the Inside Group was not in possession of Material Inside Information (hereinafter, a “Rule10b5‑1 Plan”). All Rule 10b5‑1 Plans must be cleared in advance by the Compliance Officer, and the Company may, in its discretion and for any reason, determine not to allow a member of the Inside Group to trade under a Rule10b5‑1 Plan. In any event, all Rule 10b5‑1 Plans must comply with the requirements of Rule 10b5‑1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
      5. Other Rules Apply. Members of the Inside Group are also subject to the general restrictions on trading applicable to all Company Personnel set forth in Paragraph 1 of this Section C.
  4. Penalties
    1. Criminal and Civil Sanctions. Securities laws impose civil penalties (up to three times the profit gained or the loss avoided) and criminal penalties (up to a $5,000,000 fine or twenty years imprisonment) on persons who purchase or sell securities while in possession of Material Inside Information. Persons who provide such Material Inside Information to another person who then purchases or sells such securities are subject to the same penalties. In addition, the SEC can seek substantial civil penalties from any person who, at the time of an insider trading violation, directly or indirectly controlled the person who committed such violation, if such controlling person (i) knew or recklessly disregarded the fact that such controlled person was likely to engage in insider trading or (ii) knowingly or recklessly failed to establish, maintain, or enforce any policies and procedures required to prevent the misuse of Material Inside Information. Thus, even if a violation results in a small profit gained or loss avoided, the SEC can seek civil penalties from the individual committing the violation and up to $1,000,000 from the employer or member of management found to control the violator. The SEC is vigorously enforcing the insider trading laws against both individuals and institutions, and its efforts have resulted in a number of highly publicized convictions.
    2. Employment. Company Personnel who are employed by the Company are subject to discipline, including termination, for violations of this Policy.
  5. Implementation
    1. Compliance Officer. From time to time the Board of Directors or the Chief Executive Officer may designate a person to be the Compliance Officer for this Policy. Currently, the Compliance Officer is the Company’s Director-Internal Controls.
    2. Acknowledgement. From time to time the Compliance Officer shall require Company Personnel to provide a written acknowledgement of this Policy and shall file such written acknowledgements in appropriate personnel files.