EXHIBIT 10.9 



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 (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 to
the  following  fractions  of the Shares  awarded hereunder,  on the following
 respective dates;  provided that Grantee is then still employed by the Company or any of
its Affiliates: 


	Fraction of Shares

      

    	Date of Expiration

of Restrictions
      


    
	[  ]	1st Anniversary of Grant Date
	[  ]	2nd Anniversary of Grant Date
	[  ]	3rd Anniversary of Grant 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: 	 
      

       
      Scott Askins Leonard
	 	Its:	SVP – Legal and General Counsel
	 	 	 


	 	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 paragraph (b) 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 fractions 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; or 



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



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.W. 

         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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