Exhibit
10.1



RESTRICTED STOCK AGREEMENT


 


 


Non-transferable


 


G R A N T T O


 


DAVID E. TRINE


(“Grantee”)


 


 


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


 


25,000


 


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:


 


The
Shares will vest on January 1, 2013; 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.


 


Premiere
Global Services, Inc.


 


 


By:
/s/ Scott Askins Leonard


Scott
Askins Leonard


Its:
EVP – Legal and General Counsel


 


 


Grant
Date: June 30, 2012


 


 


Accepted
by Grantee: /s/ David E. Trine


 



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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), (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 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 percentages 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;


 


(c)
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) before the occurrence of a “Change in Control” of the Company (as such term is defined in the
Plan); or


 


(d)
As to all of the unvested Shares, upon termination of Grantee’s employment (i) by the Company without Cause 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. 


 


For
purposes of this Agreement, “Cause” and “Good Reason” shall have the same meaning as in Grantee’s
employment, severance or similar agreement with the Company or an Affiliate, 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
and Dividend Rights. Grantee, as beneficial owner of the Shares, shall have full voting and dividend rights with respect to
the Shares during and after the Restricted Period. If Grantee forfeits any rights he or she may have under this Agreement, Grantee
shall no longer have any rights as a shareholder with respect to the Restricted Shares or any interest therein and Grantee shall
no longer be entitled to receive dividends on such Stock. In the event that for any reason Grantee shall have received dividends
upon such Stock after such forfeiture, Grantee shall repay to the Company any amount equal to such dividends.


 


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 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.


 


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 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.


 


9.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.


 


10.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.


 


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


 


12.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.


 


13.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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