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EXHIBIT 10.69
RESTRICTED STOCK AGREEMENT
Non-transferable
GRANT TO
T. LEE PROVOW
("Grantee")
by Premiere Global Services, Inc. (the "Company")
of
21,924
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 December 31, 2007, 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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L. Scott Askins
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Its:
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SVP – Legal and General Counsel
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Grant Date: January 22, 2007
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Accepted by Grantee:
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Grant Date
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)
As to the number of Shares on the respective date specified on Page
1 hereof; provided Grantee is then still employed by the Company or
an Affiliate;
(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, upon the occurrence of a "Change
in Control" (as such term is defined below); or
(d)
As to all of the unvested Shares, on the date of termination of
Grantee’s employment by the Company without "Cause" (as such
term is defined below).
For purposes of this Agreement, "Cause" and "Change in Control"
shall have the meaning as set forth in Grantee’s employment
agreement with the Company or any of its Affiliates, as in effect
from time to time.
4. Delivery of Shares . The Shares will be registered in
the name of Grantee as of the Grant Date and will be held by the
Company during th
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