8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549


FORM 8-K


CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) May 16, 2008

PREMIERE GLOBAL SERVICES, INC.

(Exact Name of Registrant as Specified in Its Charter)

GEORGIA
(State or Other Jurisdiction of Incorporation)
000-27778	59-3074176
(Commission File Number)	(IRS Employer Identification No.)

3280 Peachtree Road, NW, Suite 1000, Atlanta, Georgia 30305
(Address of Principal Executive Offices)	(Zip Code)

404-262-8400

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

Separation Agreement - T. Lee Provow

On May 19, 2008, Premiere Global Services, Inc. announced that one of our named executive officers, T. Lee Provow, will step down as our President, Global Operations, effective as of June 30, 2008. A copy of the press release issued in connection with this matter is attached as Exhibit 99.1 to this current report. Also on that date, we entered into a separation agreement with Mr. Provow, effective as of June 30, 2008. The following summary describes certain material provisions of the separation agreement, a copy of which is included as Exhibit 10.1 to this current report and is incorporated herein by reference. The separation agreement provides for, among other things, his resignation as an officer, the payment of approximately $0.5 million in cash severance (which includes amounts related to benefits coverage), less withholdings for taxes and other items, and the acceleration of 22,500 shares of his restricted stock, all as of his separation date on June 30, 2008. The separation agreement also provides for releases by Mr. Provow and that he will not compete with us or solicit any of our employees or customers for one year following his separation date and will not disclose confidential business information for two years following his separation date.

Amended and Restated Employment Agreement – David M. Guthrie

On May 19, 2008, we entered into an amended and restated employment agreement with David M. Guthrie, our Chief Technology Officer, effective as of June 30, 2008. Mr. Guthrie will assume the majority of Mr. Provow’s responsibilities with us as of Mr. Provow’s separation date. The following summary describes certain material provisions of the employment agreement, a copy of which is included as Exhibit 10.2 to this current report and is incorporated herein by reference.

Pursuant to the terms of the employment agreement, beginning on June 30, 2008, Mr. Guthrie’s annual base salary will be $400,000, and, unless the Compensation Committee determines otherwise prior to the end of the first quarter of a given calendar year, his target cash bonus will be equal to 60% of his respective base salary for such year, with 80% of each target cash bonus allocated to achievement of cumulative quarterly targets (20% per quarter) and 20% allocated to achievement of annual targets.

The term of Mr. Guthrie’s employment agreement expires on December 31, 2008. Thereafter, it renews automatically for successive one-year periods unless either party elects not to renew at least 90 days prior to expiration of the term. If we terminate his employment without cause either before or after a change in control or, if during the 24-month period following a change in control, Mr. Guthrie’s employment is terminated by him for good reason, or if in contemplation of, or during the 24-month period following, a change in control his employment is terminated by us or by our successor for failure to renew his employment agreement, he will be entitled to severance compensation equal to 200% of his base annual salary in effect on the date of termination. In addition, Mr. Guthrie will be entitled to an amount equal to the cost of obtaining COBRA coverage for 18 months following his date of termination. These severance amounts will be payable in a lump sum within 75 days following the effective date of termination.

Mr. Guthrie’s employment agreement provides that he will not compete with us or solicit any of our employees or customers during the term of his employment and for one year thereafter. His agreement also prohibits him from disclosing confidential business information during the term of his employment and for two years thereafter.

2008 Incentive Bonus Criteria – David M. Guthrie

On May 16, 2008, the compensation committee of our board of directors approved the performance criteria for incentive bonus awards for the second, third and fourth quarters of 2008 and for 2008 as a whole for Mr. Guthrie. 30% of the value of such bonus awards will be determined with respect to each of our consolidated revenues, 40% with respect to our adjusted EBITDA (determined as operating income, as reported, before depreciation, amortization, restructuring costs, asset impairments, equity-based compensation and net legal settlements and related expenses) and 30% with respect to launches of certain enhancements to our web site and service offerings. He may earn between 75% and 150% of his target cash bonus awards applicable to the consolidated revenues and adjusted EBITDA performance criteria based upon the sliding scale for achievement of 95% to greater than or equal to 110% of each bonus criteria, subject to a reduction of up to 10% of such bonus amounts earned for failure to achieve certain performance criteria relating to our free cash flow (determined as operating cash flows from continuing operations less capital expenditures and principal payments on capital leases). There is no sliding scale for achievement of the performance criteria related to launches of certain enhancements to our web site and service offerings.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits

10.1	Separation Agreement between T. Lee Provow and the Registrant dated May 19, 2008 and effective as of June 30, 2008.
10.2	Amended and Restated Employment Agreement between David M. Guthrie and the Registrant dated May 19, 2008 and effective as of June 30, 2008.
99.1	Press Release dated May 19, 2008.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		PREMIERE GLOBAL SERVICES, INC.
Date:	May 19, 2008	By:	/s/ Scott Askins Leonard
			Scott Askins Leonard
			Senior Vice President – Legal, General Counsel and Secretary

EXHIBIT INDEX

10.1	Separation Agreement between T. Lee Provow and the Registrant dated May 19, 2008 and effective as of June 30, 2008.
10.2	Amended and Restated Employment Agreement between David M. Guthrie and the Registrant dated May 19, 2008 and effective as of June 30, 2008.
99.1	Press Release dated May 19, 2008.

EX-10.1

EXHIBIT 10.1

SEPARATION AGREEMENT

THIS SEPARATION AGREEMENT (the “Agreement”) is made and entered into on May 19, 2008, to be effective as of June 30, 2008, by and between PREMIERE GLOBAL SERVICES, INC., a Georgia corporation (the “Company”), and T. LEE PROVOW (the “Employee”).

BACKGROUND

WHEREAS, the Employee has been employed by the Company as President, Global Operations pursuant to that certain Amended and Restated Executive Employment Agreement, effective as of July 20, 2006, as further amended on January 23, 2007, and on December 21, 2007 (the “Employment Agreement”); and

WHEREAS, the Employee has decided to resign on June 30, 2008 (the “Separation Date”); and

WHEREAS, in exchange for the Employee’s general releases and covenants provided in this Agreement, the Company has agreed to provide severance benefits to the Employee, which are not required under the terms of the Employment Agreement and are not normally provided to employees who resign, and the parties to this Agreement desire to resolve all issues between them relating to the Employee’s employment and the termination of that employment;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Employee agree as follows:

1.         Termination of Employment

The Employee’s employment with the Company will end on the Separation Date. The Employee acknowledges and agrees that, other than as provided in Section 2 of this Agreement, the Company has met all of its obligations under the Employment Agreement and all agreements with the Employee governing his employment and/or compensation or benefits through the date of execution of this Agreement. The Employee acknowledges and admits that he has been paid all wages, bonuses, accrued benefits and other amounts earned and due to him through the date of execution of this Agreement, other than as provided in Section 2. Accordingly, except as provided in Section 2 of this Agreement, the Company owes no additional amounts to the Employee for wages, commissions, back pay, severance pay, bonuses, accrued vacation, benefits, insurance, sick leave, other leave, reimbursement of expenses, or any other reason.

The Employee acknowledges and agrees as follows: (i) effective as of the Separation Date, he has resigned as an employee of the Company voluntarily; (ii) effective as of the Separation Date, he has resigned as an officer of the Company and as an officer and director of all of the Company’s affiliates of which he is an officer and/or director, pursuant to a resignation document in substantially the form of Exhibit A attached hereto; (iii) except as provided in Section 2 of this Agreement, all payments of compensation by the Company to the Employee under the Employment Agreement will terminate on the Separation Date; and (iv) except as provided in Section 2 of this Agreement, he is not entitled to any severance, compensation or other benefit contemplated or described in the Employment Agreement, that certain Restricted Stock Agreement dated May 5, 2006 (the “RSA”) or the Company’s policies.

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2.          Separation Benefits

The Company will pay the Employee his Base Salary (as defined in Section 2.1 of the Employment Agreement) through the Separation Date to the extent earned but not theretofore paid, in accordance with the Company’s normal payroll practices. The Company will also pay the Employee any annual and/or quarterly bonus compensation for the second quarter ended June 30, 2008 to the extent earned under Section 2.2 of the Employment Agreement and not theretofore paid, at the same time that such bonuses are paid to executive officers of the Company. The Employee shall be entitled to (i) continuation of all benefits described in Section 2.3 of the Employment Agreement through the Separation Date; (ii) reimbursement of all expenses that are otherwise reimbursable under Section 2.4 of the Employment Agreement, even if submitted after the Separation Date, in accordance with the Company’s expense reimbursement policy; (iii) payment of the Automobile Allowance as set forth in Section 2.6 of the Employment Agreement through the Separation Date; and (iv) vesting of 11,250 shares of restricted stock on June 30, 2008 pursuant to the RSA. In addition, in consideration of the Employee’s promises, releases and covenants contained in this Agreement, the Company agrees as follows:

(a) Cash Severance. The Company will pay the Employee, within seventy-five (75) business days following the Separation Date (the actual date during such period to be decided by the Company in its sole discretion), a lump sum payment in cash of Four Hundred Fifty-Eight Thousand Dollars ($458,000), less withholdings for taxes and other required items. The parties agree that such cash severance amount includes any unused vacation time as of the Separation Date.

(b) Acceleration of Vesting on Previous Stock Award. The Company will accelerate the vesting on 22,500 shares of restricted stock under the RSA as of the Separation Date.

(c) Benefits Coverage. The parties agree that the Company will pay the Employee, within seventy-five (75) business days following the Separation Date (the actual date during such period to be decided by the Company in its sole discretion), a lump sum payment in cash of an amount equal to the monthly rate for COBRA coverage that is being paid by former active employees for the level of coverage that applies to the Employee and his dependents, minus the amount active employees are then paying for such coverage, multiplied by twenty-four (24) (plus a tax gross-up on such lump sum amount) (which aggregate, grossed-up amount the parties agree is Thirty-Eight Thousand, Three Hundred Eighty Dollars ($38,380). The Employee will be entitled to elect to continue participation in the healthcare plan for him and his covered dependents for a period of eighteen (18) months under COBRA, subject to his payment of the applicable rate for COBRA coverage during such eighteen (18)-month period. With respect to continued coverage under any such medical or health plan, if the Employee becomes eligible for health benefits through any arrangement sponsored by or paid for by a subsequent employer of the Employee, then continued coverage under any arrangement provided by the Company will be made secondary to, and coordinated with, such other coverage in which the Employee is eligible.

(d) Life and Supplemental Disability Insurance. Pursuant to the terms and conditions thereof, the Employee shall have the option to assume, at his sole expense: (i) the One Million Dollar ($1,000,000) term life insurance policy on his life which the Company maintains with Prudential Insurance Company of America; policy number L4 110 953; and (ii) the supplemental disability insurance policy for his benefit which the Company maintains with Provident Life and Accident Insurance Company (UNUM); policy number 5854901. The Company has paid all premiums for coverage under these life and supplemental disability policies through October 23, 2008 and October 31, 2008, respectively, and will not seek reimbursement of such amounts from the Employee.

(e) Indemnification. The Company shall continue to satisfy in full any currently existing or hereafter arising indemnification obligations by the Company to the Employee (whether arising by law, the Company’s bylaws or pursuant to the Employee’s Indemnification Agreement with the Company). The Company hereby acknowledges its obligations under the Officer’s Indemnification Agreement dated August 1, 2003 between the Company and the Employee (the “Indemnification Agreement”) and further acknowledges that the Employee’s service as an officer, director, or other fiduciary of the Company, any and all current or past subsidiaries and affiliates of the Company were made at the request of the Company and are covered by all the Company’s indemnification obligations. The Employee is deemed to be an “insured person” under the Company’s existing Directors and Officers liability insurance for his period of service to the Company prior to the Separation Date.

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(f) Office. The Company shall provide the Employee with an office and parking at its present offices in Alpharetta, Georgia through December 31, 2008; provided that such obligation shall terminate prior to such date upon the earlier of: (i) the Company’s relocation to a new office; or (ii) a Change in Control of the Company (as defined in the Employment Agreement). (g) Section 409A. The Company and the Employee intend for all payments under this Agreement to be either outside the scope of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and rulings thereunder, including any applicable transition rules (the “Tax Code”) or to comply with its requirements as to timing of payments. Accordingly, to the extent applicable, this Agreement shall at all times be operated in accordance with the requirements of Section 409A of the Tax Code. The Company and the Employee shall take action, or refrain from taking any action, with respect to the payments and benefits under this Agreement that is reasonably necessary to comply with Section 409A of the Tax Code.

3.         Release of Claims

As a condition to the payment of the amounts set forth in Section 2 of this Agreement, the Employee must sign and return this Agreement to the Company within twenty-one (21) days of receipt, and any revocation period required by law or applicable regulation with respect to the release and waiver of claims contained in this Section 3 (the “Release”) must expire without the Employee’s revoking or causing it to be revoked.

(a) Release of the Company. The Employee, for himself, his successors, assigns, attorneys, and all those entitled to assert his rights, now and forever hereby releases and discharges the Company and its respective officers, directors, shareholders, trustees, employees, agents, parent corporations, subsidiaries, affiliates, members, estates, successors, assigns and attorneys (the “Released Parties”), from any and all claims, actions, causes of action, sums of money due, suits, debts, liens, covenants, contracts, obligations, costs, expenses, damages, judgments, agreements, promises, demands, claims for attorney’s fees and costs, or liabilities whatsoever, in law or in equity, which the Employee ever had or now has against the Released Parties, including any claims arising by reason of or in any way connected with any employment relationship which existed between the Company or any of its parents, subsidiaries, affiliates, or predecessors, and the Employee. It is understood and agreed that this Release is intended to cover all actions, causes of action, claims or demands for any damage, loss or injury, which may be traced either directly or indirectly to the aforesaid employment relationship, or the termination of that relationship, that the Employee has, had or purports to have, from the beginning of time to the date of this Release, whether known or unknown, that now exists, no matter how remotely they may be related to the aforesaid employment relationship including but not limited to claims for employment discrimination under federal or state law, except as provided in Subsection (b) below; claims arising under Title VII of the Civil Rights Act, 42 U.S.C. § 2000(e), et seq. or the Americans With Disabilities Act, 42 U.S.C. § 12101 et seq.; claims for statutory or common law wrongful discharge, including any claims arising under the Fair Labor Standards Act, 29 U.S.C. § 201 et seq.; claims for attorney’s fees, expenses and costs; claims for defamation; claims for wages or vacation pay; claims for benefits, including any claims arising under the Employee Retirement Income Security Act, 29 U.S.C. § 1001, et seq.; and provided, however, that nothing herein shall release the Company of its obligations to the Employee under the this Agreement, or any indemnification obligations to the Employee under the Company’s bylaws, articles of incorporation, Georgia law or otherwise.

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(b) Release of Claims Under Age Discrimination in Employment Act. Without limiting the generality of the foregoing, the Employee agrees that by executing this Release, he has released and waived any and all claims he has or may have as of the date of this Release for age discrimination under the Age Discrimination in Employment Act, 29 U.S.C. § 621, et seq. It is understood that the Employee is advised to consult with an attorney prior to executing this Release; that he in fact has consulted a knowledgeable, competent attorney regarding this Release; that he may, before executing this Release, consider this Release for a period of twenty-one (21) calendar days; and that the consideration he receives for this Release is in addition to amounts to which he was already entitled. It is further understood that this Release is not effective until seven (7) calendar days after the execution of this Release and that the Employee may revoke this Release within seven (7) calendar days from the date of execution hereof. The Employee agrees that he has carefully read this Release and is signing it voluntarily.

The Employee acknowledges that he has had twenty-one (21) days from receipt of this Release to review it prior to signing or that, if the Employee is signing this Release prior to the expiration of such twenty-one (21)-day period, the Employee is waiving his right to review the Release for such full twenty-one (21)-day period prior to signing it. The Employee has the right to revoke this Release within seven (7) days following the date of its execution by him.

THE EMPLOYEE HAS CAREFULLY READ THIS RELEASE AND ACKNOWLEDGES THAT IT CONSTITUTES A GENERAL RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS AGAINST THE COMPANY UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT. THE EMPLOYEE ACKNOWLEDGES THAT HE HAS HAD A FULL OPPORTUNITY TO CONSULT WITH AN ATTORNEY OR OTHER ADVISOR OF HIS CHOOSING CONCERNING HIS EXECUTION OF THIS RELEASE AND THAT HE IS SIGNING THIS RELEASE VOLUNTARILY AND WITH THE FULL INTENT OF RELEASING THE COMPANY FROM ALL SUCH CLAIMS.

(c) Right to Defend Actions. The parties hereto acknowledge and agree that no waiver or release contained in this Agreement shall impair any party’s rights to defend itself from any allegations or charges in the event that any claim or action is initiated by the other party; provided that, a party’s right to assert counterclaims and crossclaims relating to matters otherwise waived or released pursuant to this Agreement shall be limited to the subject matter of such allegation or charge brought by the other party.

4.         Covenants of the Employee

(a) Prohibited Activities. The Employee and the Company understand and agree that the purpose of the provisions of this Section 4 is to protect the legitimate business interests of the Company and its affiliates, as more fully described below, and is not intended to eliminate the Employee’s post-employment competition with the Company per se, nor is it intended to impair or infringe upon the Employee’s right to work, earn a living, or acquire and possess property from the fruits of his labor. The Employee hereby acknowledges that the Employee has received good and valuable consideration for the Restrictive Covenants in the form of the promises and payments made by the Company hereunder. The Employee hereby further acknowledges that the post-employment restrictions set forth in this Section 4 are reasonable and that they do not, and will not, unduly impair his ability to earn a living after the Separation Date.

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(i) Non-competition. For a period of one (1) year following the Separation Date, the Employee will not, within the “Restricted Territory” (as defined below), directly or indirectly, for the Employee’s own account or for or on behalf of any other person or entity (whether as an owner, operator, officer, director, employee, partner, principal, joint venturer, consultant, investor, shareholder or independent contractor), participate in the ownership or management of, or provide services of substantially the same nature or character as those provided to the Company by the Employee as described in Section 1 of the Employment Agreement to, any business that directly or indirectly competes with the Company in the Restricted Territory with respect to multimedia messaging (high-volume actionable communications, including e-mail, wireless messaging, voice message delivery, SMS messaging and fax) and audio and data conferencing and Web-based collaboration services (collectively, the “Business”).

For purposes of this Agreement, “Restricted Territory” means that territory within a seventy-five (75) mile radius of each location in which the Company conducted Business within the United States on the Effective Date of the Employment Agreement. The Employee acknowledged and agreed that in connection with his performance of the duties set forth in Section 1 of the Employment Agreement, the Employee would be performing services in and have overall responsibility, including without limitation management and operational responsibility, for each of these office locations.

The foregoing notwithstanding, the Employee may own as a passive investment less than three percent (3%) of any class of securities registered pursuant to the Securities Exchange Act of 1934, as amended, of any corporation engaged in competition with the Company pursuant to Subsection (i) hereof so long as the Employee does not otherwise (1) participate in the management or operation of any such business; or (2) violate any other provision of this Agreement.

(ii) Non-solicitation. For a period of one (1) year following the Separation Date, the Employee will not, directly or indirectly, for the Employee’s own account or for or on behalf of any other person or entity (whether as an owner, operator, officer, director, employee, partner, principal, joint venturer, consultant, investor, shareholder or independent contractor), solicit, divert, or take away, or attempt to solicit, divert, or take away, a “Protected Customer” (as defined below) for the purpose of engaging in the Business or competing with the Company. For purposes of this Agreement, “Protected Customer” means any customer to whom the Company or its affiliates sold its products or services at any time during the period of the Employee’s employment with the Company and with whom the Employee had business dealings on behalf of the Company or its affiliates.

(iii) Non-recruitment. For a period of one (1) year following the Separation Date, the Employee will not, directly or indirectly, for the Employee’s own account or for or on behalf of any other person or entity (whether as an owner, operator, officer, director, employee, partner, principal, joint venturer, consultant, investor, shareholder or independent contractor), solicit or induce, or attempt to solicit or induce, any of the Company’s employees, agents, consultants, or independent contractors to terminate their relationship with the Company or to establish a relationship with a competitor of the Company of substantially the same nature or character theretofore existing with respect to the Company.

(iv) Non-disparagement. The Employee shall not speak or act in any manner that is intended to, or does in fact, damage the goodwill or the business or reputation of the Company.

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(v) No Interference With Contracts. The Employee acknowledges his obligation to abide by applicable state laws prohibiting interference with the Company’s contracts with third parties, such as improperly seeking to have a third party terminate or not renew any contractual relationship with the Company.

(vi) Confidentiality and Trade Secrets.

(1) The Employee agrees to maintain in strict confidence, and not use or disclose to anyone except pursuant to written instructions from the Company, any “Trade Secret” (as defined below) of the Company, for so long as the pertinent data or information remains a Trade Secret, provided that the obligation to protect the confidentiality of any such information or data shall not be excused if such information or data ceases to qualify as a Trade Secret as a result of the unauthorized acts or omissions of the Employee.

(2) The Employee agrees to maintain in strict confidence and, except as necessary to perform his duties hereunder, not to use or disclose any “Confidential Information” (as defined below) for a period of two (2) years following the Separation Date.

(3) Upon the Separation Date, the Employee shall not retain or destroy and shall return to the Company any and all property and all business records of the Company and its customers, including, but not limited to, cell phones, keys, credit and identification cards, computers, files, personal items or equipment provided to the Employee for his use, together with all written or recorded materials, contracts, calendars, telephone lists, electronically stored information, documents, computer disks, plans, records (including, without limitation, customer records on computer drives, computer disks or paper), notes or other materials relating to the Company, its business or its customers, including all copies thereof, regardless of whether the Employee prepared them himself or they were provided to the Employee by the Company or any customer. At all times, the items listed above shall remain the property of the Company or its customers. Notwithstanding the foregoing, as of the Separation Date the Company shall transfer to the Employee all right, title and interest in and to the items listed on Exhibit B attached hereto.

(4) The Employee may disclose Trade Secrets or Confidential Information pursuant to any order or legal process requiring him (in his legal counsel’s reasonable opinion) to do so, provided that the Employee shall first have notified the Company in writing of the request or order to so disclose the Trade Secrets or Confidential Information in sufficient time to allow the Company to seek an appropriate protective order.

(5) “Trade Secret” shall mean information that is a trade secret as defined under applicable law. In the absence of a definition under applicable law, a “Trade Secret” shall mean any information, without regard to form, including, but not limited to, technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans or a list of actual or potential customers or suppliers which is not commonly known by, or available to, the public and which information (a) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

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(6) “Confidential Information” shall mean any nonpublic information of a competitively sensitive nature, other than Trade Secrets, acquired by the Employee, directly or indirectly, in connection with the Employee’s employment, including (without limitation) oral, written or electronic information concerning the Company, its businesses, or its customers, suppliers or partners that is not generally known to the public or the Company’s competitors and which has value to the Company or its customers, including, but not limited to the following: information concerning the Company’s financial position and results of operations (including, but not limited to, revenues, margins, EBITDA, net income, assets and liabilities); annual and long-range business plans and methods; product or service plans; technical information; inventions; marketing plans and methods, account invoices; training, educational and administrative manuals; customer information, including names, addresses, telephone numbers, customer requirements, and purchase histories; “Customer Content” (as defined below); and associate lists. Confidential Information shall not include any data or information that has been voluntarily disclosed to the public by the Company (except where such public disclosure has been made by or at the direction of the Employee without authorization), that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means. “Customer Content” shall mean any nonpublic information or content owned by the Company’s customers and disclosed to the Company and/or the Employee, either directly or through the Company’s services, including technical data, financial information, proprietary information, business information or information protected by a confidentiality agreement between the Company and its customers.

(b) Remedies. In the event the Employee violates or threatens to violate the provisions of this Section 4, the parties acknowledge and agree that damages at law will be an insufficient remedy and that the Company will be entitled to equitable relief in addition to any other remedies or rights available to the Company, and no bond or security will be required in connection with such equitable relief.

(c) Counterclaims. The existence of any claim or cause of action the Employee may have against the Company will not at any time constitute a defense to the enforcement by the Company of the restrictions or rights provided by this Section 4, but the failure to assert such claim or cause of action shall not be deemed to be a waiver of such claim or cause of action.

(d) Company. For purposes of this Section 4, “Company” shall include the Company and all of its direct and indirect subsidiaries, parents, and affiliates and any predecessors and successors of the Company.

5.        Employee Cooperation

The Employee agrees, in further consideration of the above-described payments, that, after the Separation Date, he will cooperate with and assist the Company (i) by meeting with the Company’s attorneys and other representatives upon reasonable notice from the Company, as may reasonably be requested by the Company in the event any legal issues should arise involving matters as to which the Employee gained knowledge or with which the Employee was involved while employed by Company; and (ii) by appearing voluntarily at hearings, depositions, trials and other proceedings relating to such matters, upon reasonable notice from the Company. The Company shall reimburse the Employee for reasonable and necessary out-of-pocket expenses necessitated by this cooperation hereunder and shall pay a $1,500 per diem fee for any such meetings or appearances occurring more than six (6) months after the Separation Date.

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6.        Confidentiality of this Agreement

Each party agrees to keep the material terms and conditions of this Agreement confidential and not disclose it to any third parties, except to the Employee’s immediate family, to their respective legal, tax, financial and other professional advisors (who shall each agree to the provisions of this Section 6, without the prior written consent of the other party or pursuant to requirements of judicial process of law, although the existence of this Agreement may be disclosed. Nothing in this Agreement shall prevent the Company or the Employee from disclosing the terms of this Agreement if required to do so by law or from testifying truthfully under oath in any legal proceeding.

7.        Successors and Assigns

This Agreement shall inure to the benefit of and be enforceable by the Employee’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. This Agreement shall also be binding upon and inure to the benefit of any successor to the Company by reason of any merger, consolidation, sale of assets or stock, dissolution, debt foreclosure or other reorganization of the Company.

8.        Arbitration

Any dispute between the parties shall be resolved through binding arbitration conducted by the American Arbitration Association under the rules then in effect. The parties agree that any arbitration proceeding shall be conducted in Atlanta, Georgia and hereby consent to jurisdiction and venue there. The predominately nonprevailing party, as determined by the arbitrator(s), shall pay the reasonable attorneys’ fees and other expenses of the predominately prevailing party in any such arbitration or resulting litigation.

9.        Governing Law

This Agreement will be governed by and interpreted in accordance with the substantive laws of the State of Georgia without reference to conflicts of law.

10.      Severability

With the exception of the releases contained in Section 3 of this Agreement, if any provision of this Agreement is unenforceable or is held to be unenforceable, such provision shall be fully severable, and this Agreement and its terms shall be construed and enforced as if such unenforceable provision had never comprised a part hereof, the remaining provisions hereof shall remain in full force and effect, and the court construing the provisions shall add as a part hereof a provision as similar in terms and effect to such unenforceable provision as may be enforceable in lieu of the unenforceable provision. In the event that the releases contained in Section 3 of this Agreement are unenforceable or are held to be unenforceable, the parties understand and agree that the remaining provisions of the Agreement shall be rendered null and void and that neither party shall have any further obligation under any provision of this Agreement; in that event, the Employee shall repay to the Company any and all consideration he received pursuant to this Agreement.

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11.       Notices

Any notices or other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and delivered when delivered in person, two (2) days after being mailed postage prepaid by certified or registered mail with return receipt requested, or when delivered by overnight delivery service or by facsimile to the recipient at the following address or facsimile number, or to such other address or facsimile number as to which the other party subsequently shall have been notified in writing under this Section 11 by such recipient:

If to the Company:

Premiere Global Services, Inc.

3280 Peachtree Road NW

Suite 1000

Atlanta, GA 30305

Attn: General Counsel

Facsimile: (866) 296-6245

If to the Employee:

T. Lee Provow

12.       Captions and Section Headings

Captions and section headings used herein are for convenience only and are not a part of this Agreement and shall not be used in construing it.

13.       Counterparts

The parties agree that this Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

14.       Entire Agreement

This Agreement contains the entire agreement between the Company and the Employee regarding the subject matter hereof, and supersedes and invalidates any previous agreements or contracts, including the Employment Agreement and the RSA, except as otherwise provided herein. No representations, inducements, promises or agreements, oral or otherwise, with respect to the subject matter hereof, which are not embodied herein, shall be of any force or effect.

9

IN WITNESS WHEREOF, the parties hereto have caused this Separation Agreement to be duly executed.

PREMIERE GLOBAL SERVICES, INC.
By:	/s/ Boland T. Jones
	Boland T. Jones
	Chief Executive Officer
EMPLOYEE
	/s/ T. Lee Provow
	T. Lee Provow

10

EX-10.2

EXHIBIT 10.2

PREMIERE GLOBAL SERVICES, INC.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into by and between PREMIERE GLOBAL SERVICES, INC., a Georgia corporation (the “Company”), and DAVID M. GUTHRIE (the “Employee”), on May 19, 2008, to be effective as of June 30, 2008 (the “Effective Date”).

BACKGROUND STATEMENT

The Company and the Employee are parties to that certain Employment Agreement effective as of July 20, 2006 (the “Original Agreement”), which Original Agreement was further amended on September 15, 2006, and December 21, 2007. The Company and the Employee desire to amend and restate the Original Agreement as set forth herein.

THEREFORE, in consideration of and reliance upon the foregoing Background Statement and the representations, warranties and covenants contained in this Agreement, and other good and valuable consideration, the Company and the Employee agree to the following:

TERMS

Section 1. Duties. The Company hereby employs the Employee as Chief Technology Officer of the Company. The Employee will have the powers, duties and responsibilities normally associated with the Chief Technology Officer of a corporation, including duties assigned to him from time to time by the Chief Executive Officer of the Company to whom he shall report. The Employee will devote substantially all of his business time to faithfully and industriously perform his duties and promote the business and best interests of the Company. The Employee’s duties hereunder are to be performed (subject to such travel as may be required in the conduct of his duties hereunder) at the Company’s corporate headquarters located in Atlanta, Georgia.

Section 2. Compensation.

Section 2.1. Base Salary. During the term of the Employee’s employment under this Agreement, the Company will pay the Employee an annual base salary of four hundred thousand dollars ($400,000), payable in accordance with the Company’s standard payroll practices.

Section 2.2. Bonus Compensation. In addition to his base salary, the Employee will be entitled to earn an annual bonus and/or quarterly bonuses for each calendar year during the term of this Agreement in an amount to be determined based on performance criteria and targets established from time to time by the Compensation Committee of the Board of Directors of the Company. Unless the Compensation Committee determines otherwise prior to the end of the first quarter of a given calendar year, the Employee’s target bonus for each calendar year will be equal to sixty percent (60%) of his 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. The Employee will also be entitled to any additional bonus and incentive compensation granted to Employee 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.

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Section 2.3. Employee Benefits. During the term of his employment under this Agreement, the Employee will be entitled to participate in all employee benefit programs, including pension and profit-sharing plans, and any medical, health, dental, disability and other insurance programs and any fringe benefits generally available to other senior employees of the Company.

Section 2.4. Reimbursement of Expenses. The Company will reimburse the Employee, in accordance with the Company’s policies, for all reasonable expenses incurred by the Employee in performing his duties hereunder. Notwithstanding the foregoing, the Company will have no obligation to pay reimbursements under this Section 2.4 unless the Employee submits timely reports of his expenditures to the Company in the manner prescribed by the Company.

Section 2.5. Vacation. The Employee will be entitled to three (3) weeks paid vacation annually in accordance with the Company’s policies.

Section 3. Term of Employment. Subject to Section 4 hereof, the Employee’s initial term of employment under this Agreement will begin on the Effective Date and will expire on December 31, 2008. The initial term of employment will automatically renew for an additional one-year period upon the foregoing expiration, and thereafter upon the expiration of any renewal term provided by this Section 3, unless the Company or the Employee provides written notice to the other party at least ninety (90) days prior to the expiration date that such party does not want this Agreement to renew.

Section 4. Termination of Employment.

Section 4.1. Automatic Termination. The Employee’s employment hereunder will terminate automatically upon the death of the Employee.

Section 4.2. Termination by the Company without Cause or by the Employee with Good Reason.

(a) The Company may terminate the Employee’s employment under this Agreement for “Cause,” which shall consist of any of the following:

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(i) the willful and continued failure of the Employee to perform substantially his duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness, and specifically excluding any failure by the Employee, after reasonable efforts, to meet performance expectations), after a written demand for substantial performance is delivered to the Employee by the Chief Executive Officer of the Company which specifically identifies the manner in which the Chief Executive Officer of the Company believes that the Employee has not substantially performed his duties;

(ii) the willful engaging by the Employee in illegal conduct or gross misconduct which has, or reasonably may be expected to have, a substantial, adverse effect upon the Company;

(iii) the Employee’s violation of any written policy of the Company;

(iv) the Employee’s indictment, conviction, or entry of a plea of guilty or nolo contendere for the commission or perpetration of any felony or any crime involving dishonesty, embezzlement, theft, moral turpitude or fraud;

(v) the Employee’s breach of any provision of Section 5 of this Agreement; or

(vi) the Employee’s breach of any other material term or covenant of this Agreement; provided that 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.

(b) The Employee may terminate his employment under this Agreement for “Good Reason,” which shall consist of any of the following:

(i) the assignment to the Employee of any duties inconsistent in any respect with the Employee’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities with the Company or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by Employee;

(ii) a material reduction in the Employee’s base salary;

(iii) a material breach by the Company of any of the provisions of this Agreement; or

(iv) the Company’s requiring the Employee without his consent to be based at any office or location other than the Atlanta, Georgia area.

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However, no such event described hereunder shall constitute Good Reason unless the Employee has given written notice to the Company specifying the event relied upon for such determination within ninety (90) days after the occurrence of such event and the Company has not remedied such situation within thirty (30) days of receipt of such notice. The Company shall notify the Employee of the timely cure of any claimed event of Good Reason and the manner in which such cure was effected, and any notice of termination delivered by the Employee based on such claimed Good Reason that has been cured shall be deemed withdrawn and shall not be effective to terminate the Agreement.

(c) Any non-renewal of the term of this Agreement by the Company pursuant to Section 3 hereof, in contemplation of, or within twenty-four (24) months after, a Change in Control (as defined below) shall be deemed to constitute a termination by the Company without Cause as of the expiration of the then-current term of this Agreement.

(d) If the Employee’s employment with the Company under this Agreement is terminated (i) by the Company without Cause either before or after a Change in Control or (ii) by the Employee with Good Reason within twenty-four (24) months after a Change in Control, the Employee will be entitled to receive (A) an amount equal to his annual base salary through the date of termination (the “Termination Date”) to the extent not theretofore paid, (B) a pro rata portion of any quarterly bonus earned by the Employee with respect to the calendar quarter in which the termination occurs, payable on or about the same date that bonuses for such calendar quarter are paid to other executive officers of the Company, (C) severance pay equal, in the aggregate, to two hundred percent (200%) of the Employee’s annual base salary in effect on the Termination Date, and (D) an amount equal to the cost of the Employee’s COBRA coverage for eighteen (18) months, determined as of the Termination Date. As a condition to the payment of these severance amounts, the Employee will sign a release and waiver of claims in substantially the form set forth in Exhibit A hereto (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 the Employee’s 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 the Employee’s revoking or causing it to be revoked. Subject to Section 8 hereof, the severance amounts in clauses (C) and (D) will be payable in cash in a lump sum within seventy-five (75) days following the Termination Date (the actual date during such period to be determined by the Company in its sole discretion).

(e) For the purposes of this Agreement, a “Change in Control” shall mean the occurrence of any of the following events:

(i) 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, as amended (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 (A) an employee benefit plan (or a trust forming a part thereof) maintained by (I) the Company or (II) 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 (B) the Company or any Subsidiary, or (C) any Person in connection with a “Non-Control Transaction” (as hereinafter defined), shall not constitute an acquisition for purposes for this clause (i); or

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

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

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

(I) 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

(II) 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 (I) and (II) above shall be applicable is hereinafter referred to as a “Non-Control Transaction.”); or

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

(C) 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).

Section 4.3. Termination by the Employee. The Employee may terminate his employment under this Agreement by giving the Company at least thirty (30) days prior written notice.

Section 4.4. Compensation Upon Termination by the Company for Cause or by the Employee without Good Reason. In the event the Company terminates the Employee’s employment hereunder for Cause, or if the Employee terminates his employment pursuant to Section 4.3, the Company will pay to the Employee his accrued base salary through the Termination Date, as well as any earned and accrued but unpaid bonus compensation.

Section 5 Restrictive Covenants.

Section 5.1. Acknowledgements. The Employee understands and agrees that, by virtue of the Employee’s position with the Company, the Employee will have substantial impact on the goodwill and other legitimate business interests of the Company and access to ”Confidential Information” and “Trade Secrets” (as such terms are defined below) relating to the Company and its customers. Employee hereby acknowledges his responsibility for building and maintaining business and customer relationships for the Company and the Company’s significant investment of resources and money in specialized training and professional development of the Employee concerning the Company’s unique business services, processes and strategies. Accordingly, the Employee acknowledges that he will be in a position to have a substantial adverse impact on the Company’s business interests should the Employee engage in activities in violation of the restrictive covenants of this Section 5. The Employee acknowledges that the Company is materially relying upon the Employee’s compliance with the terms of this Section 5 and that the Employee’s covenants herein are material to the Company’s ongoing operations. The Employee further acknowledges that the Employee’s adherence to the restrictive covenants set forth in this Section 5 is also an important and substantial part of the consideration that the Company is receiving under this Agreement and agrees that the term, geographic area and scope of the restrictive covenants in this Section 5 are reasonably necessary to protect and preserve the legitimate business interest of the Company and enforceable in all respects. Employee further acknowledges and agrees the Employee is capable of obtaining gainful, lucrative and desirable employment that does not violate the restrictions contained in this Agreement.

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Section 5.2. Prohibited Activities. During the “Restricted Period” (as defined below), the Employee will not, directly or indirectly, for the Employee’s own account or for or on behalf of any other person or entity, whether as an owner, operator, officer, director, employee, partner, principal, joint venturer, consultant, investor, shareholder or independent contractor:

(a) Non-competition. Participate in the ownership or management of, or provide services, within a seventy-five (75) mile radius of each location in which the Company conducts “Business” (as defined below) within the United States on the Effective Date of the Agreement (the “Territory”), of substantially the same nature or character as those provided to the Company by the Employee to any business that directly or indirectly competes with the Company in the Territory with respect to multimedia messaging (high-volume actionable communications, including e-mail, wireless messaging, voice message delivery, SMS messaging and fax) and audio and data conferencing and Web-based collaboration services (collectively, the “Business”). Employee acknowledges and agrees that in connection with his performance of the duties set forth in Section 1, Employee will be performing services in and have overall management responsibility for the Company’s technology and product development strategies in each of these office locations.

(b) Non-solicitation. Solicit for the purpose of engaging in the Business or competing with the Company any (i) customers of the Company who were customers of the Company during the one (1) year period preceding Employee’s termination and with whom the Employee had material contact, or (ii) prospective customers of the Company who, within two (2) years prior to Employee’s termination, had been the subject of individually targeted solicitation by Company representatives to become a customer of the Company and where the Employee supervised and/or participated in such solicitation activities. For purposes of this Agreement, the Employee shall be deemed to have had “material contact” with a customer if (a) he had business dealings with the customer on the Company’s behalf; (b) he was responsible for supervising or coordinating the dealings between the Company and the customer; or (c) he obtained Trade Secrets or Confidential Information about the customer as a result of his association with the Company.

(c) Non-recruitment. Solicit or induce, or attempt to solicit or induce, any of the Company’s employees, agents, consultants, or independent contractors to terminate their relationship with the Company or to establish a relationship with a competitor of the Company of substantially the same nature or character theretofore existing with respect to the Company.

(d) Non-disparagement. Speak or act in any manner that is intended to, or does in fact, damage the goodwill or the business or reputation of the Company.

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For purposes of this Agreement, the Restricted Period will be a period beginning on the Effective Date and continuing for a period of one (1) year after the termination or expiration of the Employee’s employment hereunder, regardless of the reason for such termination or expiration. The foregoing notwithstanding, the Employee may own as a passive investment less than three percent (3%) of any class of securities registered pursuant to the 1934 Act of any corporation engaged in competition with the Company pursuant to Section 5.2(a) hereof so long as the Employee does not otherwise (i) participate in the management or operation of any such business, or (ii) violate any other provision of this Agreement.

Section 5.3. No Interference With Contracts. The Employee acknowledges his obligation to abide by applicable state laws prohibiting interference with the Company’s contracts with third parties, such as improperly seeking to have a third party terminate or not renew any contractual relationship with the Company.

Section 5.4. Confidentiality and Trade Secrets.

(a) The Employee agrees to maintain in strict confidence, and not use or disclose to anyone except pursuant to written instructions from the Company, any “Trade Secret” of the Company, for so long as the pertinent data or information remains a Trade Secret, provided that the obligation to protect the confidentiality of any such information or data shall not be excused if such information or data ceases to qualify as a Trade Secret as a result of the unauthorized acts or omissions of the Employee.

(b) The Employee agrees to maintain in strict confidence and, except as necessary to perform his duties hereunder, not to use or disclose any “Confidential Information” during his employment hereunder and for a period of two (2) years thereafter.

(c) Upon termination of the Employee’s employment with the Company, the Employee shall not retain or destroy and shall return to the Company any and all property and all business records of the Company and its customers, including, but not limited to, cell phones, keys, credit and identification cards, computers, files, personal items or equipment provided to the Employee for his use, together with all written or recorded materials, contracts, calendars, telephone lists, electronically stored information, documents, computer disks, plans, records (including, without limitation, customer records on computer drives, computer disks or paper), notes or other materials relating to the Company, its business or its customers, including all copies thereof, regardless of whether the Employee prepared them himself or they were provided to the Employee by the Company or any customer. At all times, the items listed above shall remain the property of the Company or its customers.

(d) The Employee may disclose Trade Secrets or Confidential Information pursuant to any order or legal process requiring him (in his legal counsel’s reasonable opinion) to do so, provided that the Employee shall first have notified the Company in writing of the request or order to so disclose the Trade Secrets or Confidential Information in sufficient time to allow the Company to seek an appropriate protective order.

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(e) “Trade Secret” shall mean information that is a trade secret as defined under applicable law. In the absence of a definition under applicable law, a “Trade Secret” shall mean any information, without regard to form, including, but not limited to, technical or non-technical data, a formula, a pattern, a compilation, a program, a plan, , a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers which is not commonly known by, or available to, the public and which information (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

(f) “Confidential Information” shall mean any nonpublic information of a competitively sensitive nature, other than Trade Secrets, acquired by the Employee, directly or indirectly, in connection with the Employee’s employment, including (without limitation) oral, written or electronic information concerning the Company, its businesses, or its customers, suppliers or partners that is not generally known to the public or the Company’s competitors and which has value to the Company or its customers, including, but not limited to the following: information concerning the Company’s financial position and results of operations (including, but not limited to, revenues, margins, EBITDA, net income, assets and liabilities); annual and long-range business plans and methods; product or service plans; technical information; inventions; marketing plans and methods, account invoices; training, educational and administrative manuals; customer information, including names, addresses, telephone numbers, customer requirements, and purchase histories; “Customer Content” (as defined below); and associate lists. Confidential Information shall not include any data or information that has been voluntarily disclosed to the public by the Company (except where such public disclosure has been made by or at the direction of the Employee without authorization), that has been independently developed and disclosed by others, or that otherwise enters the public domain through lawful means. “Customer Content” shall mean any nonpublic information or content owned by the Company’s customers and disclosed to the Company and/or Employee, either directly or through the Company’s services, including technical data, financial information, proprietary information, business information or information protected by a confidentiality agreement between the Company and its customers.

Section 5.5. Remedies. In the event the Employee violates or threatens to violate the provisions of this Section 5, the parties acknowledge and agree that damages at law will be an insufficient remedy and that the Company will be entitled to equitable relief in addition to any other remedies or rights available to the Company, and no bond or security will be required in connection with such equitable relief.

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Section 5.6. Counterclaims. The existence of any claim or cause of action the Employee may have against the Company will not at any time constitute a defense to the enforcement by the Company of the restrictions or rights provided by this Section 5, but the failure to assert such claim or cause of action shall not be deemed to be a waiver of such claim or cause of action.

Section 6. Ownership of Employee’s Work

Section 6.1. Company Ownership of Inventions, Patents and Copyrights. The Employee hereby assigns, releases and transfers to the Company and its nominees, successors and assigns the Employee’s entire right, title and interest in any idea, invention, improvement, design of useful article (whether the design is ornamental or otherwise), computer program and related documentation and other work of authorship, hereafter made or conceived solely or jointly by the Employee, or created wholly or in part by the Employee, whether or not such Inventions are patentable, copyrightable or susceptible to other forms of protection, where such Inventions (a) relate to the actual or anticipated business or research or development of the Company, or (b) are suggested by or result from any task assigned to the Employee or work performed by the Employee for or on behalf of the Company (all hereinafter referred to as “Inventions”); provided that the restrictions contained in this Section 6 will not apply to Inventions conceived after the termination of the Employee’s employment unless they are conceived with the use of Confidential Information or Trade Secrets of the Company or facilities, property or personnel of the Company. The Employee stipulates that any works of authorship prepared by or at the direction of the Employee in connection with his employment with the Company shall be deemed to be “works made for hire” under the United States copyright laws, and owned solely and exclusively by the Company or its nominees, successors, and assigns.

Section 6.2. Notice of Inventions and Cooperation. The Employee shall promptly disclose in writing to his supervisor any Inventions and shall execute specific assignments of title and do anything else reasonably necessary to enable the Company to secure, maintain or enforce patent, copyright or other forms of protection therefor in the United States and in other countries.

Section 7. Company. For purposes of Sections 5 and 6, “Company” shall include the Company and its affiliated entities.

Section 8. Section 409A Compliance. Notwithstanding anything in the Agreement 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 the Agreement by reason of the Employee’s 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 (6) month anniversary of the Employee’s termination of service. On such date, the Company will pay or distribute to the Employee an amount equal to that which the Employee would normally have received during such six (6) month period. Thereafter, payments and benefits will be paid or distributed as provided in Section 4.2(d).

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Section 9. Compliance With Other Agreements. The Employee represents and warrants to the Company that he is free to enter this Agreement and that the execution of this Agreement and the performance of his obligations under this Agreement will not, as of the date of this Agreement or with the passage of time, conflict with, cause a breach of or constitute a default under any agreement to which the Employee is a party or may be bound.

Section 10. Severability. Every provision of this Agreement is intended to be severable. If any provision or portion of a provision is illegal or invalid, then the remainder of this Agreement will not be affected. Moreover, any provision of this Agreement which is determined to be unreasonable, arbitrary or against public policy will be modified as necessary so that it is not unreasonable, arbitrary or against public policy.

Section 11. Waiver. A waiver by a party to this Agreement of any breach of this Agreement by the other party will not operate or be construed as a waiver of any other breach or a waiver of the same breach on a future occasion. No delay or omission by either party to enforce any rights it may have under this Agreement will operate or be construed as a waiver.

Section 12. Amendment. This Agreement may not be amended or modified except by a writing signed by both parties.

Section 13. Headings. The various headings contained in this Agreement are inserted only as a matter of convenience and in no way define, limit or extend the scope or intent of any of the provisions of this Agreement.

Section 14. Counterparts. This Agreement may be executed in several counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument.

Section 15. Number and Pronouns. Wherever from the context it appears appropriate, each term stated in either the singular or the plural will include the singular and the plural and pronouns stated in the masculine, feminine or neuter gender will include the masculine, feminine and neuter genders.

Section 16. Assignment; Binding Effect. Neither this Agreement nor any right or interest hereunder shall be assignable by either the Employee or the Company without the other party’s prior written consent; provided, however, that nothing in this Section 16 shall preclude (i) the Employee from designating a beneficiary to receive any benefits payable hereunder upon his death, or (ii) the executors, administrators or other legal representatives of the Employee or his estate from assigning any rights hereunder to the person or persons entitled thereto. Except as otherwise provided herein, this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, administrators, executors, successors and assigns.

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Section 17. Arbitration. Any dispute between the parties shall be resolved through binding arbitration conducted by the American Arbitration Association under the rules then in effect. The parties agree that any arbitration proceeding shall be conducted in Atlanta, Georgia and hereby consent to jurisdiction and venue there. The predominately nonprevailing party, as determined by the arbitrator(s), shall pay the reasonable attorneys’ fees and other expenses of the predominately prevailing party in any such arbitration or resulting litigation.

Section 18. Entire Agreement. With respect to its subject matter, this Agreement constitutes the entire understanding of the parties superseding all prior agreements (including without limitation, any Nondisclosure, Nonsolicitation & Inventions Agreement), understandings, negotiations and discussions between them, whether written or oral, and there are no other understandings, representations, warranties or commitments with respect thereto except as embodied herein.

Section 19. Governing Law. This Agreement shall be governed by and interpreted in accordance with the substantive laws of the State of Georgia without reference to conflicts of law.

Section 20. Notices. Any notices or other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and delivered when delivered in person, two (2) days after being mailed postage prepaid by certified or registered mail with return receipt requested, or when delivered by overnight delivery service or by facsimile to the recipient at the following address or facsimile number, or to such other address or facsimile number as to which the other party subsequently shall have been notified in writing by such recipient:

If to the Company:

Premiere Global Services, Inc.

The Terminus Building

3280 Peachtree Road, NW, Suite 1000

Atlanta, GA 30305-2422

Attention: Chief Legal Officer

Facsimile: (404) 262-8540

If to the Employee:

David M. Guthrie

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

PREMIERE GLOBAL SERVICES, INC.
By:	/s/ Boland T. Jones
	Boland T. Jones
Its:	Chief Executive Officer

EMPLOYEE

/s/ David M. Guthrie

David M. Guthrie

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EX-99.1

Exhibit 99.1

Premiere Global Services Furthers Its Strategic Evolution

Company Announces Management Changes

ATLANTA--(BUSINESS WIRE)--Premiere Global Services, Inc. (NYSE: PGI), a global provider of on-demand, communication technologies-based business process improvement solutions, today announced that Lee Provow will step down as President, Global Operations effective June 30, 2008, to pursue other interests. At that time, the Company’s Chief Technology Officer, David Guthrie, will assume the majority of Mr. Provow’s responsibilities.

“Lee has been a significant contributor to our success over the last three years, as we have executed our plan to unify our Company and more tightly align our resources in support of our goal of increasing our customer value and market opportunities,” said Boland T. Jones, Founder, Chairman and CEO of Premiere Global Services, Inc. “Today, we have a vertical leadership structure, a unified product suite, an integrated sales force and a single, global view of our customers. We believe our current business momentum, our significantly improved financial results and the increasing adoption of our PGi Communications Operating System by leading companies around the world illustrate that our strategy is working. We thank Lee for his many contributions to our success, and we wish him the very best as he opens this exciting new chapter in his life.”

About Premiere Global Services, Inc.

Premiere Global Services, Inc. is a global provider of on-demand, communication technologies-based business process improvement solutions. Our Premiere Global Communications Operating System supports business applications within the following solution sets: Conferencing & Collaboration, Desktop Document Solutions, Enterprise Document Solutions, Notifications & Reminders, and eMarketing.

Headquartered in Atlanta, Georgia, and with presence in 23 countries worldwide, Premiere Global delivers solutions to an established customer base of over 50,000 companies, including nearly 95% of the Fortune 500. Additional information can be found at PremiereGlobal.com.

Statements made in this press release, other than those concerning historical information, should be considered forward-looking and subject to various risks and uncertainties. Such forward-looking statements are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 and are made based on management's current expectations or beliefs as well as assumptions made by, and information currently available to, management. A variety of factors could cause actual results to differ materially from those anticipated in Premiere Global Services' forward-looking statements, including, but not limited to, the following factors: competitive pressures, including pricing pressures; technological change; the development of alternatives to our services; market acceptance of our new services and enhancements; integration of acquired companies; service interruptions; increased financial leverage; our dependence on our subsidiaries for cash flow; continued weakness in our legacy broadcast fax business; foreign currency exchange rates; possible adverse results of pending or future litigation or infringement claims; federal or state legislative or regulatory changes, including government regulations applicable to traditional telecommunications service providers; general domestic and international economic, business or political conditions; and other factors described from time to time in our press releases, reports and other filings with the SEC, including but not limited to the "Risk Factors" sections of our Annual Report on Form 10-K for the year ended December 31, 2007 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2008. All forward-looking statements attributable to us or a person acting on our behalf are expressly qualified in their entirety by this cautionary statement.

CONTACT:
Premiere Global Services, Inc.
Investor Calls
Sean O’Brien, 404-262-8462
Senior Vice President
Strategic Planning & IR