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EXHIBIT 10.67
RESTRICTED STOCK AGREEMENT
Non-transferable
GRANT TO
Jeffrey A. Allred
("Grantee")
by Premiere Global Services, Inc. (the "Company")
of
63,559
shares of its common stock, $0.01 par value (the
"Shares")
pursuant to and subject to the provisions of the Premiere Global
Services, Inc. 1995 Stock Plan, as amended (the "Plan") and to the
terms and conditions set forth on the following page (the "Terms
and Conditions").
Unless
sooner vested in accordance with Section 3 of the Terms and
Conditions, the restrictions imposed under Section 2 of the Terms
and Conditions will expire on the day following the Grant Date;
provided that Grantee is then still employed by the Company or any
of its Affiliates.
IN
WITNESS WHEREOF, Premiere Global Services, Inc., acting by and
through its duly authorized officers, has caused this Agreement to
be executed as of the Grant Date.
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PREMIERE GLOBAL SERVICES, INC.
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By:
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/s/ L. Scott Askins
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L. Scott Askins
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Its: SVP – Legal and General
Counsel
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Grant Date: December 30, 2006
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Accepted by Grantee: /s/ Jeffrey A.
Allred
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TERMS AND CONDITIONS
1. Grant of Shares . Premiere Global Services, Inc. (the
"Company") hereby grants to the Grantee named on Page 1 hereof
("Grantee"), subject to the restrictions and the other terms and
conditions set forth in the Premiere Global Services, Inc. 1995
Stock Plan, as amended (the "Plan") and in this award agreement
(this "Agreement"), the number of shares indicated on Page 1 hereof
of the Company’s $0.01 par value common stock (the "Shares").
Capitalized terms used herein and not otherwise defined shall have
the meanings assigned to such terms in the Plan.
2. Restrictions . The Shares are subject to each of the
following restrictions. "Restricted Shares" mean those Shares that
are subject to the restrictions imposed hereunder which
restrictions have not then expired or terminated. Restricted Shares
may not be sold, transferred, exchanged, assigned, pledged,
hypothecated or otherwise encumbered. If Grantee’s employment
with the Company or any Affiliate terminates for any reason other
than as set forth in paragraphs (b), (c), or (d) of Section 3
hereof, then Grantee shall forfeit all of Grantee’s right,
title and interest in and to the Restricted Shares as of the date
of employment termination, such Restricted Shares shall revert to
the Company immediately following the event of forfeiture. The
restrictions imposed under this Section 2 shall apply to all shares
of the Company’s common stock or other securities issued with
respect to Restricted Shares hereunder in connection with any
merger, reorganization, consolidation, recapitalization, stock
dividend or other change in corporate structure affecting the
common stock of the Company.
3. Expiration and Termination of Restrictions . The
restrictions imposed under Section 2 will expire on the earliest to
occur of the following (the period prior to such expiration being
referred to herein as the "Restricted Period"):
(a)
On the respective dates specified on page 1 hereof; provided
Grantee is then still employed by the Company or an Affiliate;
or
(b)
As to all of the unvested Shares, on the date of termination of
Grantee’s employment by reason of death or Disability.
(c)
As to all of the unvested Shares, on the date of termination of
Grantee’s employment by the Company without Cause or by the
Grantee for Good Reason.
(d)
As to all of the unvested Shares, upon the occurrence of a Change
in Control.
For purposes of this Agreement, "Cause," "Disability," "Good
Reason," and "Change in Control" shall have the same meaning as in
Grantee’s Fourth Amended and Restated Executive Employment
Agreement, effective as of January 1, 2005, as further amended on
September 15, 2006.
4. Holding Period . The Shares may not be sold or
transferred for a period of 12 months following the date on which
the Shares are issued; provided, however, that this transfer
restriction shall not apply to the following: (a) any sale or
transfer (including an implied sale pursuant to a net share
settlement arrangement with the Company) to satisfy state, local,
federal or foreign income tax liabilities
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