Exhibit 10.1







 


P E R F O R M A N C E – B A
S E D


R E S T R I C T E D S T O C K A G
R E E M E N T


 


Non-transferable


 


G R A N T  T O


 


 


(“Grantee”)


 


by Premiere Global Services, Inc. (the “Company”)
of


 


 


shares of its common stock, $0.01 par value
(the “Shares”)


 


pursuant to and subject to the provisions of
the Premiere Global Services, Inc. Amended and Restated 2004 Long-Term Incentive Plan, as amended (the “Plan”) and
to the terms and conditions set forth on the following page (the “Terms and Conditions”). Capitalized terms used herein
and not otherwise defined shall have the meanings assigned to such terms in the Plan.


 


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 as follows:


 


One-half of the Shares
will vest on the date of the first payroll following our fourth quarter and year-end earnings release for 20__ (“Tranche
1”), but only to the extent of a percentage determined in accordance with the sliding scale based upon the percentage of
achievement of the performance target, as set forth in Exhibit A hereto (the “LTI Performance Target”). Any
Shares that are not earned upon the determination of the achievement of the LTI Performance Target shall be forfeited. A number
of shares equal to the number of shares that vested in Tranche 1 shall vest on ___________; provided that Grantee is then still
employed by the Company or any of its Affiliates on that date.


 


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.


 


Premiere
Global Services, Inc.


 


 


	 	By:	 
	 	 	 
	 	 	    Its:
	 	 	 


 


	 	Grant Date:	 
	 	 	 
	 	 	 
	 	Accepted by Grantee: 	 




 






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TERMS
AND CONDITIONS


 







1.Grant of Shares. The Company hereby
grants to the Grantee, subject to the restrictions and the other terms and conditions set forth in the Plan and in this award agreement
(this “Agreement”), the number of Shares indicated on Page 1 hereof.


 


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, encumbered or hypothecated to or in favor of any party other than the Company or an Affiliate, or be subjected to any
lien, obligation or liability of Grantee to any other party other than the Company or an Affiliate. If Grantee’s employment
with the Company or any Affiliate terminates for any reason other than as set forth in paragraphs (b) or (c) 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 and 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 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 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 the Shares specified on page 1 hereof, on the respective dates 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; or


 


(c) As to all of the unvested
Shares, upon termination of Grantee’s employment (i) by the Company without “Cause” (as such term is defined
below) or (ii) by Grantee with “Good Reason” (as such term is defined below) within twelve (12) months after the occurrence
of a “Change in Control” of the Company (as such term is defined in the Plan). 


 


For purposes of this Agreement, “Cause”
and “Good Reason” shall have the meaning as set forth in Grantee’s severance 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 the Restricted Period in
certificated or uncertificated form. If a certificate for Restricted Shares is issued during the Restricted Period with respect
to such Shares, such certificate shall be registered in the name of Grantee and shall bear a legend in substantially the following
form (in addition to any legend required under applicable state securities laws):


 


“This certificate and the shares of stock
represented hereby are subject to the terms and conditions (including forfeiture and restrictions against transfer) contained in
a Restricted Stock Agreement between the registered owner of the shares represented hereby and Premiere Global Services, Inc. Release
from such terms and conditions shall be made only in accordance with the provisions of such Agreement, copies of which are on file
in the offices of Premiere Global Services, Inc.”


 


Stock certificates for the Shares without the
first above legend shall be delivered to Grantee or Grantee’s designee upon request of Grantee after the expiration of the
Restricted Period, but delivery may be postponed for such period as may be required for the Company with reasonable diligence to
comply, if deemed advisable by the Company, with registration requirements under the Securities Act of 1933, as amended, listing
requirements under the rules of any stock exchange, and requirements under any other law or regulation applicable to the issuance
or transfer of the Shares.


 


5.Voting Rights. Grantee, as beneficial
owner of the Shares, shall have full voting rights with respect to the Shares during and after the Restricted Period.


 


6. Dividend Rights. Grantee shall
accrue cash and non-cash dividends, if any, paid with respect to the Restricted Shares, but the payment of such dividends shall
be deferred and held (without interest) by the Company for the account of Grantee until the expiration of the Restricted Period.
During the Restricted Period, such dividends shall be subject to the same vesting restrictions imposed under Section 2 as the Restricted
Shares to which they relate. Accrued dividends deferred and held pursuant to the foregoing provision shall be paid by the Company
to the Grantee promptly upon the expiration of the Restricted Period (and in any event within thirty (30) days of the date of such
expiration).


 


7.Changes in Capital Structure. The
provisions of the Plan shall apply in the case of a change in the capital structure of the Company.


 


8.No Right of Continued Employment.
Nothing in this Agreement shall interfere with or limit in any way the right of the Company or any Affiliate to terminate Grantee’s
employment at any time, nor confer upon Grantee any right to continue in the employ of the Company or any Affiliate.


 


9.Payment of Taxes. Upon issuance
of the Shares hereunder, Grantee may make an election to be taxed upon such award under Section 83(b) of the Code. To effect such
election, Grantee may file an appropriate election with the Internal Revenue Service within thirty (30) days after award of the
Shares and otherwise in accordance with applicable Treasury Regulations. Grantee will, no later than the date as of which any amount
related to the Shares first becomes includable in Grantee’s gross income for federal income tax purposes, pay to the Company,
or make other arrangements satisfactory to the Committee regarding payment of, any federal, state and local taxes of any kind required
by law to be withheld with respect to such amount. The obligations of the Company under this Agreement will be conditional on such
payment or arrangements and the Company and, where applicable, its Affiliates will, to the extent permitted by law, have the right
to deduct any such taxes from any payment of any kind otherwise due to Grantee.


 


10.Amendment. The Committee may amend,
modify or terminate this Agreement without approval of Grantee; provided, however, that such amendment, modification or termination
shall not, without Grantee’s consent, reduce or diminish the value of this award determined as if it had been fully vested
(i.e., as if all restrictions on the Shares hereunder had expired) on the date of such amendment or termination.


 


11.Plan Controls. The terms contained
in the Plan are incorporated into and made a part of this Agreement and this Agreement shall be governed by and construed in accordance
with the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Agreement,
the provisions of the Plan shall be controlling and determinative.


 


12.Successors. This Agreement shall
be binding upon any successor of the Company, in accordance with the terms of this Agreement and the Plan.


 


13.Severability. If any one or more
of the provisions contained in this Agreement is deemed to be invalid, illegal or unenforceable, the other provisions of this Agreement
will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included.


 


14.Notice. Notices and communications
under this Agreement must be in writing and either personally delivered or sent by registered or certified United States mail,
return receipt requested, postage prepaid. Notices to the Company must be addressed to:


 


Premiere Global Services, Inc.


3280 Peachtree Road, N.E.


The Terminus Building, Suite 1000


Atlanta, Georgia 30305


Attn: Director, Stock Plan Management


 


or any other address designated by the Company
in a written notice to Grantee. Notices to Grantee will be directed to the address of Grantee then currently on file with the Company,
or at any other address given by Grantee in a written notice to the Company.








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Exhibit A


 


LTI Performance Target


 


The LTI Performance
Target shall be 20__ Non-GAAP diluted earnings per share from continuing operations (“Non-GAAP EPS”) of $____.
Non-GAAP EPS is determined as diluted net income per share from continuing operations, as reported, (i) excluding the impact
of changes in tax laws or accounting principles, non-recurring tax adjustments, non-recurring regulatory fee adjustments,
restructuring costs, excise and sales tax expense, excise and sales tax interest, asset impairments, net legal settlements
and related expenses, equity-based compensation, acquisition-/divestiture-related costs, amortization, non-recurring foreign
exchange losses and debt refinance costs and other non-recurring interest and any negative impact relating to material
divestitures of Company assets or stock through reorganization, merger, consolidation, share exchange, spin-off, sale or
other disposition or similar form of corporate transaction of a subsidiary, division or business unit for such transactions
as approved by the Board and (ii) including the impact of acquisitions and share repurchases for such transactions as
approved by the Board, including share repurchases pursuant to our Board-approved stock repurchase program.


 


Up to one-half of
the Shares will vest on the date of the first payroll following our fourth quarter and year-end earnings release for 20__
(“Tranche 1”) determined based upon the following sliding scale, with data between
points interpolated on a straight-line basis:


 


	LTI Performance Percentage of Target 	Payout Percentage of Bonus Earned
	<90%	0% 
	90% 	70% 
	95% 	85% 
	100%	100%


 


 


A number of shares equal to
the number of shares that vested in Tranche 1 shall vest on


_____________; provided that Grantee is then still
employed by the Company or any of its Affiliates on that date.