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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")

Termination Severance Agreement

EXHIBIT 10.66 SEPARATION AGREEMENT THIS SEPARATION AGREEMENT (the You are currently viewing:
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PREMIERE GLOBAL SERVICES, INC

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Title: 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")
Governing Law: Georgia     Date: 3/15/2007
Industry: Communications Services     Sector: Services

EXHIBIT 10.66 SEPARATION AGREEMENT THIS SEPARATION AGREEMENT (the
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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:

 

 

 

1.

Termination of Employment



          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.

 

 

 

2.

Separation Benefits



          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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