EXHIBIT 10.67


RESTRICTED STOCK AGREEMENT


Non-transferable


GRANT TO


Jeffrey A. Allred

(“Grantee”)


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


63,559


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


pursuant to and subject to the provisions of the
Premiere Global Services, Inc. 1995 Stock Plan, as amended (the “Plan”) and to
the terms and conditions set forth on the following page (the “Terms and
Conditions”). 


          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 on the day following the Grant Date;
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/ L. Scott Askins


	
 

	
 

	



	
 

	
 

	
  L. Scott Askins


	
 

	
 

	
  Its: SVP – Legal and General Counsel


	
 

	
 

	
 


	
 

	
Grant Date: December 30, 2006


	
 

	
 


	
 

	
Accepted by Grantee: /s/ Jeffrey A. Allred


	
 

	











TERMS AND
CONDITIONS


1. Grant of Shares. Premiere Global Services,
Inc. (the “Company”) hereby grants to the Grantee named on Page 1 hereof
(“Grantee”), subject to the restrictions and the other terms and conditions set
forth in the Premiere Global Services, Inc. 1995 Stock Plan, as amended (the
“Plan”) and in this award agreement (this “Agreement”), the number of shares
indicated on Page 1 hereof of the Company’s $0.01 par value common stock (the
“Shares”). Capitalized terms used herein and not otherwise defined shall have
the meanings assigned to such terms in the Plan.


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, hypothecated or otherwise encumbered. 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, 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 of the Company’s common stock 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 common 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)
On the respective dates specified on page 1 hereof; provided Grantee is then
still employed by the Company or an Affiliate; or


          (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 or by the Grantee for Good Reason.


          (d)
As to all of the unvested Shares, upon the occurrence of a Change in Control.


For purposes of this Agreement,
“Cause,” “Disability,” “Good Reason,” and “Change in Control” shall have the
same meaning as in Grantee’s Fourth Amended and Restated Executive Employment
Agreement, effective as of January 1, 2005, as further amended on September 15,
2006.


4. Holding Period. The
Shares may not be sold or transferred for a period of 12 months following the
date on which the Shares are issued; provided, however, that this transfer
restriction shall not apply to the following: (a) any sale or transfer
(including an implied sale pursuant to a net share settlement arrangement with
the Company) to satisfy state, local, federal or foreign income tax liabilities
of the Grantee arising from the receipt or vesting of those shares; (b) any
transfer to a charitable trust established by the Grantee; and (c) any transfer
upon or following a Change in Control of the Company, a termination of the
Grantee by the Company without Cause or by the Grantee for Good Reason, or as
otherwise permitted by the Committee, in its sole discretion.


5. 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.


6. 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 in accordance with
Section 3, 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.


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. Without limiting the foregoing, in the event of a subdivision of the
outstanding Stock (stock-split), a declaration of a dividend payable in Stock,
or a combination or consolidation of the outstanding Stock into a lesser number
of shares, the Shares then subject to this Agreement shall automatically be
adjusted proportionately. 


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 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.


	
 

	
3399 Peachtree Road, N.E.


	
 

	
The Lenox Building, Suite 700


	
 

	
Atlanta, Georgia 30326


	
 

	
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.