**EXHIBIT 10.66****INTER-TEL, INCORPORATED****1997 LONG-TERM INCENTIVE PLAN****PERFORMANCE SHARE NOTICE OF GRANT & AGREEMENT**     Unless otherwise defined herein, the terms defined in the 1997 Long-Term Incentive Plan(“Plan”) will have the same defined meanings in this Performance Share Notice of Grant & Agreement(the “Agreement”).**I.****Performance Share Notice of Grant**Name:Address:          The undersigned Participant (as defined below) has been awarded Performance Shares, subject tothe terms and conditions of the Plan and this Agreement, as follows:         Date of Grant             Total Number of Shares           **II.****Performance Share Agreement**     1. Award of Stock. The Company hereby awards to the individual named in thePerformance Share Notice of Grant (the “Participant”) that number of Performance Shares setforth in the Performance Share Notice of Grant, subject to the terms and conditions of the Plan,which are incorporated herein by reference.     2. Company’s Obligation. Each Performance Share represents the right to receive aShare on the vesting date. Unless and until the Performance Shares vest, the Employee will haveno right to receive Shares under such Performance Shares. Prior to actual distribution ofShares pursuant to any vested Performance Shares, such Performance Shares will represent anunsecured obligation of the Company, payable (if at all) only from the general assets of theCompany.     3. Vesting Schedule. Subject to 100% accelerated vesting upon a Change of Controlas specified in the Plan and accelerated vesting as otherwise specified in the Plan, or otherapplicable agreement, the Performance Shares shall vest as follows:          (a) 50% of the Performance Shares awarded pursuant to this Agreement shall vest on April27, 2008, so long as the Company meets or exceeds specific earnings per share targets(excluding the impact on EPS of all costs associated with FAS 123R) for the Company’s
 

 
fiscal year ending December 31, 2007, and so long as the Participant has remained an Employeethrough April 27, 2008. In the event that the Company reports earnings of less than thespecific earnings per share targets for the Company fiscal year ending December 31, 2007, 50% ofthe Performance Shares awarded pursuant to this Agreement shall immediately be forfeited.          (b) 50% of the Performance Shares awarded pursuant to this Agreement shall vest on April27, 2009, so long as the Company meets or exceeds specific earnings per share targets (excludingthe impact on EPS of all costs associated with FAS 123R) for the Company’s fiscal year endingDecember 31, 2008, and so long as the Participant has remained an Employee through April 27,2009. In the event that the Company reports earnings of less than the specific earnings pershare targets for the Company fiscal year ending December 31, 2008, 50% of the PerformanceShares awarded pursuant to this Agreement shall immediately be forfeited.     4. Forfeiture upon Termination as Employee. Except as provided for in the Plan,this agreement, Notice of Grant, or other applicable agreements, if the Participant terminatesas an Employee for any or no reason prior to vesting, the unvested Performance Shares awarded bythis Agreement will thereupon be forfeited at no cost to the Company.     5. Payment after Vesting. Any Performance Shares that vest in accordance withparagraph 3 will be remitted to the Employee (or in the event of the Employee’s death, to his orher estate) in Shares.     6. Withholding of Taxes. Notwithstanding any contrary provision of this Agreement,no certificate representing the shares of Performance Shares shall be delivered to Participant,unless and until satisfactory arrangements (as determined by the Committee) will have been madeby the Participant with respect to the payment of income and employment taxes which the Companydetermines must be withheld with respect to such Performance Shares. The Committee, in its solediscretion and pursuant to such procedures as it may specify from time to time, may permit theParticipant to satisfy such tax withholding obligation, in whole or in part by one or more ofthe following: (a) paying cash (or by check), (b) electing to have the Company withholdotherwise deliverable Performance Shares having a Fair Market Value equal to the minimum amountstatutorily required to be withheld, or (c) selling a sufficient number of such PerformanceShares otherwise deliverable to Participant through such means as the Company may determine inits sole discretion (whether through a broker or otherwise) equal to the minimum amountstatutorily required to be withheld.     7. Tax Consequences. Participant has reviewed with Participant’s own tax advisorsthe federal, state, local and foreign tax consequences of this investment and the transactionscontemplated by this Agreement. Participant is relying solely on such advisors and not on anystatements or representations of the Company or any of its agents. Participant understands thatParticipant (and not the Company) shall be responsible for Participant’s own tax liability thatmay arise as a result of the transactions contemplated by this Agreement. Participantunderstands that Section 83 of the InternalRevenue Code of 1986, as amended (the “Code”), taxes as ordinary income the Fair MarketValue of the Shares of Performance Shares as of the vesting date.
 

 
PARTICIPANT ACKNOWLEDGES THAT THE ABOVE SUMMARY IS NECESSARILY INCOMPLETE, AND THAT THE TAX LAWSAND REGULATIONS ARE SUBJECT TO CHANGE.     8. Payments after Death. Any distribution or delivery to be made to the Employeeunder this Agreement will, if the Employee is then deceased, be made to the administrator orexecutor of the Employee’s estate. Any such administrator or executor must furnish the Companywith (a) written notice of his or her status as transferee, and (b) evidence satisfactory to theCompany to establish the validity of the transfer and compliance with any laws or regulationspertaining to said transfer.     9. Rights as Stockholder. Neither the Employee nor any person claiming under orthrough the Employee will have any of the rights or privileges of a stockholder of the Companyin respect of any Shares deliverable hereunder unless and until certificates representing suchShares will have been issued, recorded on the records of the Company or its transfer agents orregistrars, and delivered to the Employee or Employee’s broker.     10. No Effect on Employment. The Employee’s employment with the Company is on anat-will basis only. Accordingly, the terms of the Employee’s employment with the Company willbe determined from time to time by the Company employing the Employee, and the Company will havethe right, which is hereby expressly reserved, to terminate or change the terms of theemployment of the Employee at any time for any reason whatsoever, with or without good cause ornotice, except as provided in other applicable agreements.     11. Grant is Not Transferable. Except to the limited extent provided in thisAgreement or as otherwise provided in the Plan, this grant and the rights and privilegesconferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whetherby operation of law or otherwise) and will not be subject to sale under execution, attachment orsimilar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise disposeof this grant, or any right or privilege conferred hereby, or upon any attempted sale under anyexecution, attachment or similar process, this grant and the rights and privileges conferredhereby immediately will become null and void.     12. Binding Agreement. Subject to the limitation on the transferability of thisgrant contained herein, this Agreement will be binding upon and inure to the benefit of theheirs, legatees, legal representatives, successors and assigns of the parties hereto.     13. Additional Conditions to Issuance of Stock. If at any time the Company willdetermine, in its discretion, that the listing, registration or qualification of the Shares uponany securities exchange or under any state or federal law, or the consent or approval of anygovernmental regulatory authority is necessary or desirable as a condition to the issuance ofShares to the Employee (or his or her estate), such issuance will not occur unless and untilsuch listing, registration, qualification, consent orapproval will have been effected or obtained free of any conditions not acceptable to theCompany. The Company will make all reasonable efforts to meet the requirements of any suchstate or federal law or securities exchange and to obtain any such consent or approval of anysuch governmental authority.
 

 
     14. Plan Governs. This Agreement and the Notice of Grant are subject to all termsand provisions of the Plan. In the event of a conflict between one or more provisions of thisAgreement or the Notice of Grant and one or more provisions of the Plan, the provisions of thePlan will govern.     15. Committee Authority. The Committee, or the Committee’s designee(s)(“Committee”), will have the power to interpret the Plan and this Agreement and to adopt suchrules for the administration, interpretation and application of the Plan as are consistenttherewith and to interpret or revoke any such rules (including, but not limited to, thedetermination of whether or not any Performance Shares have vested). All actions taken and allinterpretations and determinations made by the Committee in good faith will be final and bindingupon Employee, the Company and all other interested persons. No member of the Committee will bepersonally liable for any action, determination or interpretation made in good faith withrespect to the Plan or this Agreement.     16. General Provisions.               (a) This Agreement will be governed by the laws of Arizona. This Agreement, subject to theterms and conditions of the Plan, represents the entire agreement between the parties withrespect to the award of Performance Shares to the Participant.               (b) Any notice, demand or request required or permitted to be given by either the Companyor the Participant pursuant to the terms of this Agreement will be in writing and will be deemedgiven when delivered personally or deposited in the U.S. mail, First Class with postage prepaid,and addressed to the parties at the addresses of the parties set forth at the end of thisAgreement or such other address as a party may request by notifying the other in writing.               (c) Either party’s failure to enforce any provision of this Agreement will not in any waybe construed as a waiver of any such provision, nor prevent that party from thereafter enforcingany other provision of this Agreement. The rights granted both parties hereunder are cumulativeand will not constitute a waiver of either party’s right to assert any other legal remedyavailable to it.               (d) The Participant agrees upon request to execute any further documents or instrumentsnecessary or desirable to carry out the purposes or intent of this Agreement.               (e) Participant acknowledges and agrees that the vesting of Performance Shares pursuant toSection 3 hereof is earned only by continuing as an employee of the Company at the will of theCompany (and not through the act of being hired or being awarded Shares of Performance Shareshereunder), or as otherwise provided in the Plan or other applicable agreements. Participantfurther acknowledges and agrees that this Agreement, the transactions contemplated hereunder andthe vesting schedule set forth herein do not constitute an express or implied promise ofcontinued engagement as anemployee for the vesting period, for any period, or at all, and will not interfere with theParticipant’s right or the Company’s right to terminate the Participant’s relationship as anemployee at any time, with or without cause or notice.
 

 
     By Participant’s signature below, Participant represents that he or she is familiar with theterms and provisions of the Plan, and hereby accepts this Agreement subject to all of the terms andprovisions thereof. Participant has reviewed the Plan and this Agreement in their entirety, hashad an opportunity to obtain the advice of counsel prior to executing this Agreement and fullyunderstands all provisions of this Agreement. Participant agrees to accept as binding, conclusiveand final all decisions or interpretations of the Committee upon any questions arising under thePlan or this Agreement.     PARTICIPANT INTER-TEL (DELAWARE), INCORPORATED       By:       Signature           Title:       Print Name