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 



Michael E. Havener 

                                                    (“Grantee”) 




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



60,000 



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
to the  following  number  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: 



	
      Number of Shares
      

    	
      Date of Expiration 

      of Restrictions
      

    
	10,000	1st Anniversary of Grant Date
	20,000	2nd Anniversary of Grant Date
	30,000	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:  December 31, 2007 

        

        Accepted by Grantee: ____________________________________

      






 
	 	
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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,  In. 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 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; 






	
      (b)  

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






	
      (c)  

    	  	As
to all of the  unvested  Shares,  on the date of a “Change in  Control”  of the  Company
(as such term is         defined below)  provided Grantee is them still employed by the
Company or an Affiliate; or 






	
      (d)  

    	  	As
to the  next  tranche  of  unvested  Shares as   specified  on page 1
 hereof,  on the date         termination of Grantee’s  employment  without  “Cause” (as
such term is defined below) prior to a Change in         Control. 






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

      3280 Peachtree Road NW          

      The Terminus Building,
Suite 1000          

      Atlanta, Georgia  30305-2422          

      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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