Exhibit
10.1


1.                 
R E S T R I C T E D  S T O C K  A W A R D  C E R T I F I C A T E


 


 


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. 2014 Incentive Plan (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
2 of the Terms and Conditions, the restrictions imposed under Section 1 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, the Company, acting by and
through its duly authorized officers, has caused this Award Certificate to be executed as of the Grant Date.


 


 





	 	 	Premiere Global Services, Inc.
	 	 	 	 
	 	 	 	 
	 	 	By:	 
	 	Its:  	 	 
	 	 	 	 
	 	 	 	 
	 	 	Grant Date:  







 


 







    	 



    	 



    


TERMS AND CONDITIONS


 


1.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 2 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 1 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.


 


2.Expiration and Termination of Restrictions. The restrictions
imposed under Section 1 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 dates and to the extent set forth
in Exhibit A; provided Grantee is then still employed by the Company or an Affiliate;


 


(b)As to all of the Restricted Shares, on
the date of termination of Grantee’s employment by reason of death or Disability;


 


(c)With respect to any Restricted Shares
assumed by the surviving entity or otherwise equitably converted or substituted in connection with a Change in Control, as to all
of the Restricted Shares based upon an assumed achievement of 100% of all of the performance goals, upon termination of Grantee’s
employment by the Company without Cause or by Grantee with Good Reason (as such term is defined below) within one year after the
effective date of the Change in Control; or


 


(d)As to all of such Restricted Shares,
upon the effective date of such Change in Control based upon (i) an assumed achievement of 100% of all of the performance goals
if the Change in Control occurs during the first half of the Performance Period, or (ii) the actual level of achievement of the
performance goals against target (measured as of the end of the calendar quarter immediately preceding the date of the Change in
Control), if the Change in Control occurs during the second half of the Performance Period, except with respect to any Restricted
Shares assumed by the surviving entity or otherwise equitably converted or substituted in connection with the Change in Control.


 


For purposes of this Award Certificate, “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.


 


3.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
Award Certificate 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 Award Certificate, 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 1933 Act, 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.


 


4.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.


 


5. 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 1 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).


 


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


 


7.No Right of Continued Employment. Nothing in this Award
Certificate 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.


 


8.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 Award Certificate 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.


 


9.Amendment. The Committee may amend, modify or terminate
this Award Certificate 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.


 


10.Plan Controls. The terms contained in the Plan are
incorporated into and made a part of this Award Certificate and this Award Certificate 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 Award
Certificate, the provisions of the Plan shall be controlling and determinative.


 


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


 


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


 


13.Notice. Notices and communications under this Award
Certificate 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 based on constant foreign currency exchange rates 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 and related interest,
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,
foreign exchange transaction gains and losses, the impact of purchase accounting adjustments related to deferred revenue, 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 as approved by the Board and 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 	Percentage of Shares Vesting
	<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.