EXHIBIT 10.6 



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 



D A V I D  M.  G U T H R
I E  

  (“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. 1995 Stock 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
follows:  6,250 Shares will vest in sixteen (16) equal quarterly  installments on the
last day of each calendar quarter beginning June 30, 2006;  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:
      May 5, 2006
	 	 


	  	Accepted
      by  Grantee: 	/s/ David M. 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. 1995 Stock 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 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 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, upon the occurrence of a “Change in Control” (as
such term is defined below); or  



        (d)
        As to the next tranche of 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 same meaning as 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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