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EXHIBIT 10.66
SEPARATION AGREEMENT
THIS
SEPARATION AGREEMENT (the "Agreement") is made and entered into as
of December 20, 2006, by and between PREMIERE GLOBAL SERVICES,
INC., a Georgia corporation (the "Company"), and JEFFREY A.
ALLRED (the "Employee").
BACKGROUND
WHEREAS,
the Employee has been employed by the Company as Chief Investment
Officer pursuant to that certain Fourth Amended and Restated
Executive Employment Agreement, effective as of January 1, 2005, as
further amended on September 15, 2006 (the "Employment
Agreement");
WHEREAS
, the Company has given the Employee notice that it will not renew
the Employment Agreement, the term of which will end on January 1,
2007 (the "Separation Date"), and the Employee has decided to
resign on the Separation Date;
WHEREAS
, in exchange for the Employee’s general releases and
covenants provided in this Agreement, the Company has agreed to
provide severance benefits to the Employee, which, other than the
continuing welfare plan benefits provided herein, are not required
under the terms of the Employment Agreement and are not normally
provided to employees who resign, and the parties to this Agreement
desire to resolve all issues between them relating to the
Employee’s employment and the termination of that
employment;
NOW,
THEREFORE , in consideration of the foregoing and the mutual
covenants and agreements set forth herein, and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Employee agree as
follows:
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1.
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Termination of Employment
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The
Employee’s employment with the Company will end on the
Separation Date. The Employee acknowledges and agrees that, other
than as provided in Section 2 of this Agreement, the Company has
met all of its obligations under the Employment Agreement and all
agreements with the Employee governing his employment and/or
compensation or benefits through the date of execution of this
Agreement, other than as provided in Section 2 of this Agreement.
The Employee acknowledges and admits that he has been paid all
wages, bonuses, accrued benefits and other amounts earned and due
to him through the date of execution of this Agreement, other than
as provided in Section 2. Accordingly, except as provided in
Section 2 of this Agreement, the Company owes no additional amounts
to the Employee for wages, commissions, back pay, severance pay,
bonuses, accrued vacation, benefits, insurance, sick leave, other
leave, reimbursement of expenses, or any other reason.
The
Employee acknowledges and agrees as follows: (i) effective as of
the Separation Date, he has resigned as an employee of the Company
voluntarily; (ii) his resignation is not a termination for "Good
Reason" as contemplated under Section 5.2 of the Employment
Agreement; (iii) effective as of the Separation Date, the Employee
has resigned as an officer of
the Company and as an officer and director of all
of the Company’s affiliates of which he is an officer and/or
director, pursuant to a resignation document in substantially the
form of Exhibit A attached hereto; (iv) except as provided
in Section 2 of this Agreement, all payments of compensation by the
Company to the Employee under the Employment Agreement will
terminate on January 1, 2007; and (v) except as provided in Section
2 of this Agreement, the Employee is not entitled to any severance,
compensation or other benefit contemplated or described in the
Employment Agreement or the Company’s policies.
The
Company will pay the Employee his Base Salary (as defined in
Section 2.1 of the Employment Agreement) through the Separation
Date to the extent earned but not theretofore paid, in accorandance
with the Company’s normal payroll practices. The Company will
also pay the Employee any annual and/or quarterly Cash Bonus and
Stock Bonus for 2006 to the extent earned under Section 2.2 of the
Employment Agreement and not theretofore paid, at the same time
that such bonuses are paid to executive officers of the Company.
The Employee shall be entitled to (i) continuation of all benefits
described in Section 2.3 of the Employment Agreement through the
end of the term, including the benefit of matching payments made
for the 401(k) plan for the 2006 year, which payments shall be made
at the same time that the Company makes matching payments for other
401(k) participants, (ii) reimbursement of all expenses that are
otherwise reimbursable under Section 2.4 of the Employment
Agreement, even if submitted after the Separation Date, in
accordance with the Company’s expense reimbursement policy,
(iii) payment of the Automobile Allowance (as defined in Section
2.8 of the Employment Agreement) through the Separation Date, and
(iv) vesting of the remaining tranche of Restricted Shares (20,000)
on December 31, 2006. In addition, in consideration of the
Employee’s promises, releases and covenants contained in this
Agreement, the Company agrees as follows:
(a)
Cash Severance . The Company will pay the Employee, within
two (2) business days following the Separation Date, a lump sum
payment of one million two hundred thousand dollars ($1,200,000) in
cash, less withholdings for taxes and other required items. The
parties agree that such cash severance amount includes any unused
vacation time as of the Separation Date.
(b)
Stock Award . The Company will issue to the Employee, on
December 30, 2006, that number of shares of Company common stock
having an aggregate fair market value on the Separation Date equal
to six hundred thousand dollars ($600,000). For purposes of this
Agreement, the fair market value of such shares shall be calculated
using the per share closing sales price on the New York Stock
Exchange on December 29, 2006, or, in the absence of reported sales
on such date, the closing sales price on the immediately preceding
date on which sales were reported. No fractional shares shall be
issued; cash will be paid in lieu thereof. Each such share of
restricted stock will vest (and will no longer be subject to risk
of forfeiture) on December 31, 2006. Employee may elect to "net
share settle" the grant on the grant date to satisfy state and
federal income tax obligations in a manner that is consistent with
the Company’s prior practice. The parties agree that such
shares may not be sold or transferred for a period of twelve (12)
months following the date on which the shares are issued; provided,
however, that this transfer restriction shall not apply to the
following: (i) any sale or transfer (including an implied sale
pursuant to a net share settlement arrangement with the Company)
to
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satisfy state, local, federal or foreign income
tax liabilities of the Employee arising from the receipt or vesting
of those shares; (ii) any transfer to a charitable trust
established by the Employee; and (iii) any transfer upon or
following a Change in Control of the Company, as such term is
defined in the Employment Agreement.
(c)
Lapse of Holding Requirements on Previous Stock Awards . The
Company will cause the eighteen (18)-month holding restriction
imposed on any shares of stock held by the Employee which were
issued or will be issued as a Stock Bonus, as such term is defined
in the Employment Agreement, under the Premiere Global Services,
Inc. 2004 Long-Term Incentive Plan pursuant to one or more
Restricted Stock Agreements to terminate as of the Separation
Date.
(d)
Benefits Coverage . Pursuant to the Employment Agreement,
upon the Separation Date, the Employee will be entitled to continue
to participate (i) for twelve (12) months after the Separation
Date, in any dental, disability, life or similar programs ("Other
Welfare Benefits Programs") provided by the Company and in which he
participated immediately before the Separation Date, and (ii) for a
period of twenty-four (24) months after the Separation Date, in any
medical or health plans and programs ("Healthcare Benefits
Programs") provided by the Company and in which he participated
immediately before the Separation Date, on the same basis as during
his employment (including payment by the Company of the costs and
expenses associated with such programs on the same terms as during
the time the Employee was employed with the Company). In meeting
its obligations under this provision, the Company will take all
actions which may be necessary or appropriate to comply with
criteria set forth by the Company’s insurance carriers and
other program providers to continue the Employee’s
participation or, in the Company’s discretion, the Company
may provide equivalent coverage under alternative arrangements. The
parties agree that, in satisfaction of its obligations relating to
the Other Welfare Benefits Programs, the Company will pay Employee
a lump sum amount equal to the costs to Employee for the coverage
(or coverages) for the full 12-month period within five (5) days
after the Employee’s Separation Date (which amount the
parties agree is $7,500). The parties further agree that, in
satisfaction of its obligations relating to the Healthcare Benefits
Programs, the Company shall permit the Employee to continue to
participate in the Healthcare Benefits Programs, subject to the
terms and conditions thereof, for a period of six (6) months
following the Separation Date, and, following such six (6)-month
period, the Company shall (i) pay to Employee within five (5) days
after the termination of such six (6)-month period a lump sum
amount equal to the monthly rate for COBRA coverage at the last
date of such six (6)-month period that is then being paid by former
active employees for the level of coverage that applies to Employee
and his dependents, minus the amount active employees are then
paying for such coverage, multiplied by 18 months (plus a tax
gross-up on such lump sum amount), and (ii) permit Employee and his
dependents to elect to participate in the healthcare plan for the
18-month period upon payment of the applicable rate for COBRA
coverage during the 18-month period. With respect to continued
coverage under any such medical or health plan, if the Employee
becomes eligible for health benefits through any arrangement
sponsored by or paid for by a subsequent employer of the Employee,
then continued coverage under any arrangement provided by the
Company will be made secondary to, and coordinated with, such other
coverage in which the Employee is eligible.
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(e)
Life Insurance . Pursuant to the terms and conditions
thereof, the Employee shall have the option to assume, at his sole
expense, the one million dollar ($1,000,000) term life insurance
policy on his life which the Company maintains with Northwestern
Mutual Life Insurance Corporation; policy number 17-513-901. The
Company has paid all premiums for coverage under this policy
through April 2007 and will not seek reimbursement of such amounts
from the Employee.
(f)
The Company shall provide the Employee with an office and parking
at its present executive offices in Atlanta for one (1) year after
the Separation Date; provided that such obligation shall terminate
prior to such anniversary upon the earlier of (i) the
Company’s relocation to new offices, or (ii) a Change in
Control of the Company (as defined in the Employment
Agreement).
(g)
The Company shall continue to satisfy in full any currently
existing or hereafter arising indemnification obligations to the
Employee (whether arising by law, the Company’s bylaws or
pursuant to the Employee’s separate Indemnification
Agreements with the Company). The Company hereby acknowledges its
obligations under the Director’s Indemnification Agreement
dated May 22, 1998 and the Officer’s Indemnification
Agreement dated August 11, 1997, each between the Company and the
Employee (the "Indemnification Agreements") and further
acknowledges that the Employee’s service as an officer,
director, or other fiduciary of the Company, any and all current or
past subsidiaries and affiliates of the Company and all entities in
which the Company made an investment (Ptek Ventures, et al.), and
the Employee’s past service as a member of the investment
committee of the Company’s 401(k) plan, were made at the
request of the Company and are covered by all the Company’s
indemnification obligations. The Employee is deemed to be an
"insured person" under the Company’s existing D
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