EXHIBIT 10.5 



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 



DAVID  GUTHRIE

                                                     (“Grantee”) 




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



100,000 



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



pursuant to and subject to the
provisions of the Premiere Global Services, Inc. 2004 Long-Term Incentive Plan (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 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
      

    
	1/5	1st Anniversary of Grant Date
	1/5	2nd Anniversary of Grant Date
	1/5	3rd Anniversary of Grant Date
	1/5	4TH Anniversary of Grant Date
	1/5	5TH 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: 	/s/ L. Scott
      Askins 
      

       
      L. Scott Askins 
	 	Its:	SVP – Legal and General Counsel
	 	 	 
	 	Grant Date:
      JUNE 30, 2005 
	 	 


	  	Accepted
      by  Grantee: 	/s/  David Guthrie 
      

    





 
	 	
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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. 2004  Long-Term Incentive  Plan (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 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, 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 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 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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