EXHIBIT 10.69


RESTRICTED STOCK
AGREEMENT


Non-transferable


GRANT TO


T. LEE PROVOW
(“Grantee”)


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


21,924


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
December 31, 2007, 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:

	
 


	
 

	
 

	



	
 

	
 

	
L. Scott
  Askins


	
 

	
Its:

	
SVP –
  Legal and General Counsel


	
 

	
 

	
 


	
 

	
Grant Date:
  January 22, 2007


	
 

	
 


	
 

	
Accepted by
  Grantee:


	
 

	






Grant Date 






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)
As to the number of Shares on the respective date 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, upon the occurrence of a “Change in Control”
(as such term is defined below); or 


          (d)
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). 


For purposes of this
Agreement, “Cause” and “Change in Control” shall have the meaning as set forth
in Grantee’s employment 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
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.


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. 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.


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 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.


	
 

	
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.


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