Exhibit 10.4 









December 21, 2007 



Michael E. Havener 
1474 Hedgewood
Lane 
Kennesaw, GA 30151 



Dear Mike: 



        This
letter amends and restates your  Employment  Letter with Premiere Global  Services,  Inc.
(f/k/a PTEK Holdings,  Inc.) (the  “Company”)  dated  September 27, 2004 and signed by
you on September 30, 2004,  which letter was further  amended on April 22, 2005 and
signed by you on April 28, 2005,  and further  amended and signed by you on September 15,
2006 (“Employment Letter”). 



        1.
Position. The Company hereby employs you as Chief Financial Officer of the
Company, reporting to the President of the Company.  



        2.
Salary. During the term of your employment, the Company will pay you an annual
base salary of two hundred fifty thousand dollars ($250,000.00), payable in
accordance with the Company’s standard payroll practices.  



        3.
Bonus Compensation. In addition to your base salary, you will be entitled to
earn an annual bonus and/or quarterly bonuses for each calendar year during the term of
your employment as CFO of the Company in the amounts to be determined based upon
performance criteria and targets established from time to time by the Compensation
Committee of the Board of Directors of the Company (the “Compensation Committee”).
Unless the Compensation Committee determines otherwise prior to the end of the first
quarter of a given calendar year, your target bonus for each calendar year will be
equal to fifty percent (50%) of your annual base salary for such year, with eighty
percent (80%) of the target bonus allocated to achievement of quarterly targets (i.e.
twenty percent (20%) per quarter) and twenty percent (20%) allocated to achievement of
annual targets. You will also be entitled to any additional bonus and incentive
compensation granted to you by the Compensation Committee in its discretion. The
timing of determination and the date of payment of the bonus would be consistent with
the payment dates for the other senior officers of the Company.  



        4.
Vacation and Personal Time. Vacation is accrued per bi-weekly pay period up to
maximum annual amounts of 2 weeks vacation for first 3 years of service, 3 weeks
for 4-7 years of service, 4 weeks for 8-11 years of service and 5 weeks for 12 or
more years of service. The Company also currently provides 8 paid holidays, and
you can accrue up to 5 sick days and 5 personal days per year.  



        5.
Employee Benefits. In addition to any Company benefit plans that you
are currently participating in, you will be eligible to participate in the Company’s
benefit plans generally available to other senior corporate officers of the Company.  



        6.
At-Will Employment. Neither this letter nor any other writing or policy of the
Company, nor any representation by any individual who works for the Company, may be
interpreted to create a contract of any kind. Your employment will be “at-will,” meaning
that either you or the Company may terminate the relationship at any time, for any
lawful reason, or no reason. Your employment will be subject to all of the Company’s
regular policies and procedures, as they may be altered from time-to-time  





 
	 	
	 








in the Company’s  discretion.
 Similarly,  the Company reserves the right to modify prospectively any of the initial
elements reflected in this offer letter. 



        The
foregoing  notwithstanding,  if the Company  terminates your employment  without “Cause” (as
such term is defined  below)  either  before or after a “Change in Control”  of the
Company (as such term is defined  below), you will be entitled to receive  severance  pay
equal to one hundred  percent  (100%) of your annual base salary in effect at the date of
 termination.  As a condition  to the  payment of these  severance  amounts,  you must
sign a release and waiver of claims (the  “Release”).  The Release must be signed and
 returned to the Company  within the period of time  designated  by the  Company  (not
less than seven (7) and not more than  sixty (60) days  following your receipt of such
Release),  and any revocation period required by law or applicable  regulation with
respect to the release and waiver of claims  contained  in the Release  must expire
 without you  revoking or causing it to be revoked.  Subject to the paragraph below
regarding  Section 409A of the Code, the severance  amount will be payable in cash in a
lump sum within  seventy-five  (75) days  following  the date of  termination  (the
actual date during such period to be determined by the Company in its sole discretion). 



        For
purposes of this offer letter,  “Cause” shall consist of any of the  following:  (i) the
commission by you of a willful act (including,  without  limitation,  a dishonest or
fraudulent act) or a grossly  negligent act, or the willful or grossly  negligent
 omission to act by you,  which is intended to cause,  causes or is reasonably likely to
cause material harm to the Company or any of its affiliates  (including  harm to the
business  reputation of the Company or any of its  affiliates);  (ii) the  indictment of
you for the commission or  perpetration  of any felony or any crime involving
 dishonesty,  moral turpitude or fraud;  (iii) the breach by you of any material term or
covenant  contained in this offer letter,  and such breach is not cured,  if it is
susceptible  to cure,  within thirty (30) days  following  receipt of notice from the
Company  setting forth the  allegations  of Cause;  or (iv) your failure to devote
 substantially  all of your business  time to the Company’s  business and affairs as
provide in this offer letter. 



        For
purposes of this offer  letter,  “Change in Control” of the Company  shall mean the
 occurrence of any of the following events: 





        (a)
An  acquisition  (other  than  directly  from the  Company)  of any voting  securities
 of the Company (“Voting  Securities”)  by any “Person”  (as the term person is used for
purposes of Section  13(d) or 14(d) of the Securities  Exchange Act of 1934 (the “1934 Act”))
 immediately after which such Person has “Beneficial  Ownership”(within the meaning of
Rule 13d-3  promulgated  under the 1934 Act) of fifty  percent (50%) or more of the
combined voting power of the Company’s then outstanding Voting Securities;  provided,
 however,  that in determining whether a Change in Control  has  occurred,  Voting
 Securities  that are  acquired  in an  acquisition  by (i) an employee benefit plan (or
a trust forming a part  thereof)  maintained  by (A) the Company or (B) any  corporation
 or other person of which a majority of its voting power or its equity  securities or
equity  interests are owned directly or indirectly  by the  Company  (a  “Subsidiary”),
 or (ii) the  Company  or any  Subsidiary,  or (iii) any  Person in connection  with a “Non-Control
 Transaction”  (as  hereinafter  defined),  shall not constitute an acquisition for
purposes for this clause (a); or 





        (b)
The individuals  who, as of the date of this  Agreement,  are members of the Board of
Directors of the Company (the  “Incumbent  Board”)  cease for any reason to  constitute
at least sixty percent (60%) of the Board of Directors of the Company;  provided,
 however,  that if the election,  or nomination  for election by the Company’s
shareholders,  of any new director was approved by a vote of at least  eighty (80%) of
the  Incumbent  Board,  such new director  shall for purposes of this  Agreement,  be
considered as a member of the Incumbent  Board;  provided, further,  however,  that no
 individual  shall be  considered a member of the  Incumbent  Board if such  individual
initially  assumed  office as a result of either an actual or threatened  “Election
 Contest” (as described in Rule 14a-11  promulgated under the 1934 Act) or other 




 
	 	
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actual or threatened  solicitation
of proxies or consents by or on behalf of a Person  other than the Board of Directors  of
the Company (a “Proxy  Contest”),  including by reason of any agreement intended to avoid
or settle any Election Contest or Proxy Contest; or 





        (c)
Approval by the shareholders of the Company of: 





	  	        (i)
A merger, consolidation or reorganization involving the Company, unless: 









	  	        (A)
the  shareholders of the Company,  immediately  before such merger,  consolidation or
                  reorganization,  own, directly or indirectly,  immediately following
such a merger, consolidation                   or  reorganization,  at least  fifty  one
 percent  (51%)  of the  combined  voting  power of the                   outstanding
 voting  securities of the corporation  resulting from such merger,  consolidation or
                  reorganization  (the  “Surviving  Corporation”)  in  substantially  the
same  proportion as their                   ownership  of  the  Voting   Securities
  immediately   before  such  merger,   consolidation  or
                  reorganization, and 







	  	          







	  	        (B)
the  individuals  who were members of the Incumbent  Board  immediately  prior to the
                    execution  of  the  agreement  providing  for  such  merger,
 consolidation  or  reorganization                     constitute  at  least  two-thirds
 (2/3)  of the  members  of the  board  of  directors  of the
                    Surviving  Corporation.  (A  transaction  in which both of clauses
 (A) and (B) above  shall be                     applicable is hereinafter referred to as
a “Non-Control Transaction.”) 









	  	        (ii)
A complete liquidation or dissolution of the Company; or 







	  	          







	  	        (iii)
An agreement for the sale or other  disposition of all or  substantially  all of the
assets          of the Company to any Person (other than a transfer to a Subsidiary). 







        7.
Code Section 409A. Notwithstanding anything in your Employment Letter to the
contrary, if any amount or benefit that would constitute “deferred compensation” for
purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”),
would otherwise be payable or distributable under this Employment Letter by reason of
your separation from service, then if and to the extent necessary to comply with
Section 409A of the Code, the payment or distribution of such amount or benefit will
be delayed until the first day following the six month anniversary of your termination
of service. On such date, the Company will pay or distribute to you an amount equal to
that which you would normally have received during such six month period. Thereafter,
payments and benefits will be paid or distributed as provided in Section 7 of your
Employment Letter, as amended.  



        8.
Supercedence. This letter supercedes your Confirmation Memo dated as of
November 16, 2002, as modified, by and between you and American Teleconferencing
Services, Ltd. d/b/a Premiere Conferencing, an affiliate of the Company, and all
amendments thereto.  





 
	 	
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        9.
Offer Acceptance. Please sign this letter in the appropriate section below.
Any additions or modifications of these terms would have to be in writing and signed by
you and the Company. 

	
       

    	
      Sincerely, 

    
	 	 
	 	/s/ Theodore P. Schrafft
                                        
      

      Theodore P. Schrafft

      President
	 	 
	 	Acknowledged and Agreed to By:
	 	 
	 	Signature:   	/s/ Michael E. Havener
                                                    
      

      Michael E. Havener
                                        
	 	Date:  December 21, 2007


 






	 	
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