UNITED STATES
SECURITIES 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 31, 2011
001-13577 | 59-3074176 |
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(Commission File Number) | (IRS Employer Identification No.) |
3280 Peachtree Road, NE, Suite 1000, Atlanta, Georgia 30305
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(Address of Principal Executive Offices) | (Zip Code) |
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.
On May 31, 2011, the compensation committee and independent members of the board of directors of Premiere Global Services, Inc. approved, and we entered into, an amendment to the employment agreement with our chairman and chief executive officer, Boland T. Jones, to remove from his employment agreement a provision for payment to him to cover any excise taxes incurred by him pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended, with respect to payments received by him following a change in control of our company. None of our other executive officers agreements provided for such excise tax gross-up payments.
In addition, our independent directors also adopted a policy that our company will not include any such excise tax gross-up provisions in future agreements or material amendments or extensions of existing agreements.
The foregoing description of the amendment to Mr. Jones employment agreement is qualified in its entirety by the full text of such amendment, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 10.1 | Fifth Amendment to Fourth Amended and Restated Executive Employment Agreement between Boland T. Jones and the Registrant dated May 31, 2011. |
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 31, 2011 | By: | /s/ Scott Askins Leonard |
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Scott Askins Leonard | ||
Senior Vice President Legal, | ||
General Counsel and Secretary |
EXHIBIT INDEX
Exhibit 10.1 | Fifth Amendment to Fourth Amended and Restated Executive Employment Agreement between Boland T. Jones and the Registrant dated May 31, 2011. |
Exhibit 10.1
PREMIERE GLOBAL SERVICES, INC.
FIFTH AMENDMENT TO
FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Fifth Amendment to the Fourth Amended and Restated Employment Agreement (the Fifth Amendment) is made and entered into by and between Premiere Global Services, Inc., a Georgia corporation (the Company), and Boland T. Jones (the Executive), dated as of May 31, 2011.
WHEREAS, the Company and the Executive entered into that certain Fourth Amended and Restated Executive Employment Agreement dated as of April 18, 2005, which was amended on September 15, 2006, December 21, 2007, December 23, 2008 and January 13, 2010 (collectively, the Original Agreement); and
WHEREAS, the Company and the Executive desire to amend the Original Agreement as set forth herein.
NOW, THERERFORE, in consideration of and reliance upon the foregoing and other good and valuable consideration, the adequacy and sufficiency of which are hereby acknowledged, the Company and the Executive hereby amend the Original Agreement as follows:
1. Section 3 of the Original Agreement is hereby deleted in its entirety and replaced with the following:
Intentionally left blank.
2. Except as otherwise provided herein, the terms and conditions of the Original Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Fifth Amendment as of the date hereof.
PREMIERE GLOBAL SERVICES, INC. | EXECUTIVE | |
By: | /s/ Scott Askins Leonard | /s/ Boland T. Jones |
Scott Askins Leonard | Boland T. Jones | |
Its: SVP Legal and General Counsel |
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