Employment Agreement - Convergys Corp. and James F. Orr
EMPLOYMENT AGREEMENT
This Agreement is made as of the Effective Date between Convergys
Corporation, an Ohio corporation ("Employer"), and James F. Orr ("Employee").
For purposes of this Agreement, "Effective Date" means the date on which the
initial public offering of Employer's common shares is closed.
Employer and Employee agree as follows:
1. EMPLOYMENT. By this Agreement, Employer and Employee set forth the terms of
Employer's employment of Employee on and after the Effective Date. Any prior
agreements or understandings with respect to Employee's employment by Employer,
including Employee's Employment Agreement with Cincinnati Bell Inc. dated August
19, 1994, are canceled as of the Effective Date.
2. TERM OF AGREEMENT. The term of this Agreement initially shall be the four
year period commencing on the Effective Date. On the third anniversary of the
Effective Date and on each subsequent anniversary of the Effective Date, the
term of this Agreement automatically shall be extended for a period of one
additional year. Notwithstanding the foregoing, the term of this Agreement is
subject to termination as provided in Section 13.
3. DUTIES.
A. Employee will serve as President and Chief Executive Officer of Employer
or in such other equivalent capacity as may be designated by the Board of
Directors of Employer. Employee will report to the Board of Directors of
Employer.
B. Employee shall furnish such managerial, executive, financial, technical,
and other skills, advice, and assistance in operating Employer and its
Affiliates as Employer may reasonably request. For purposes of this Agreement,
"Affiliate" means each corporation which is a member of a controlled group of
corporations (within the meaning of section 1563(a) of the Internal Revenue Code
of 1986, as amended (the "Code")) which includes Employer.
C. Employee shall also perform such other duties as are reasonably assigned
to Employee by the Board of Directors of Employer.
D. Employee shall devote Employee's entire time, attention, and energies to
the
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business of Employer and its Affiliates. The words "entire time, attention,
and energies" are intended to mean that Employee shall devote Employee's full
effort during reasonable working hours to the business of Employer and its
Affiliates and shall devote at least 40 hours per week to the business of
Employer and its Affiliates. Employee shall travel to such places as are
necessary in the performance of Employee's duties.
4. COMPENSATION.
A. Employee shall receive a base salary (the "Base Salary") of at
least $660,000 per year, payable not less frequently than monthly, for each
year during the term of this Agreement, subject to proration for any partial
year. Such Base Salary, and all other amounts payable under this Agreement,
shall be subject to withholding as required by law.
B. In addition to the Base Salary, Employee shall be entitled to
receive an annual bonus (the "Bonus") for each calendar year for which services
are performed under this Agreement. Any Bonus for a calendar year shall be
payable after the conclusion of the calendar year in accordance with Employer's
regular bonus payment policies. Each year, Employee shall be given a Bonus
target, by Employer's Compensation Committee, of not less than $429,000, subject
to proration for a partial year.
C. On at least an annual basis, Employee shall receive a formal
performance review and be considered for Base Salary and/or Bonus target
increases.
5. EXPENSES. All reasonable and necessary expenses incurred by Employee in the
course of the performance of Employee's duties to Employer shall be reimbursable
in accordance with Employer's then current travel and expense policies.
6. BENEFITS.
A. While Employee remains in the employ of Employer, Employee shall be
entitled to participate in all of the various employee benefit plans and
programs, or equivalent plans and programs, set forth in Attachment B.
B. Notwithstanding anything contained herein to the contrary, the Base
Salary and Bonuses otherwise payable to Employee shall be reduced by any
benefits paid to Employee by Employer under any disability plans made available
to Employee by Employer.
C. As of the Effective Date, Employee shall be granted options to
purchase 350,000 common shares of Employer under Employer's 1998 Long Term
Incentive Plan. In each year of this Agreement after 1998, Employee will be
granted stock options under Employer's 1998 Long Term Incentive Plan or any
similar plan made available to employees of Employer.
D. As of the Effective Date, Employee shall receive a restricted stock
award of 150,000 common shares of Employer. Such award shall be made under
Employer's 1998 Long Term Incentive Plan on the terms set forth in Attachment A.
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E. In each year of this Agreement after 1998, Employee will be given a
long term incentive target under Employer's 1998 Long Term Incentive Plan. In no
event will the value of Executive's long term incentives (stock options and
performance share targets) for any year, as determined by Employer's
Compensation Committee, be less than $1,353,000.
F. As long as Employee remains employed under this Agreement, Employee
shall be entitled to participate in Employer's Pension Program.
7. CONFIDENTIALITY. Employer and its Affiliates are engaged in the outsourced
customer care industry within the U.S. and world wide. Employee acknowledges
that in the course of employment with the Employer, Employee will be entrusted
with or obtain access to information proprietary to the Employer and its
Affiliates with respect to the following (all of which information is referred
to hereinafter collectively as the "Information"); the organization and
management of Employer and its Affiliates; the names, addresses, buying habits,
and other special information regarding past, present and potential customers,
employees and suppliers of Employer and its Affiliates; customer and supplier
contracts and transactions or price lists of Employer, its Affiliates and their
suppliers; products, services, programs and processes sold, licensed or
developed by the Employer or its Affiliates; technical data, plans and
specifications, present and/or future development projects of Employer and its
Affiliates; financial and/or marketing data respecting the conduct of the
present or future phases of business of Employer and its Affiliates; computer
programs, systems and/or software; ideas, inventions, trademarks, business
information, know-how, processes, improvements, designs, redesigns, discoveries
and developments of Employer and its Affiliates; and other information
considered confidential by any of the Employer, its Affiliates or customers or
suppliers of Employer, its Affiliates. Employee agrees to retain the Information
in absolute confidence and not to disclose the Information to any person or
organization except as required in the performance of Employee's duties for
Employer, without the express written consent of Employer; provided that
Employee's obligation of confidentiality shall not extend to any Information
which becomes generally available to the public other than as a result of
disclosure by Employee.
8. NEW DEVELOPMENTS. All ideas, inventions, discoveries, concepts, trademarks,
or other developments or improvements, whether patentable or not, conceived by
the Employee, alone or with others, at any time during the term of Employee's
employment, whether or not during working hours or on Employer's premises, which
are within the scope of or related to the business operations of Employer or its
Affiliates ("New Developments"), shall be and remain the exclusive property of
Employer. Employee shall do all things reasonably necessary to ensure ownership
of such New Developments by Employer, including the execution of documents
assigning and transferring to Employer, all of Employee's rights, title and
interest in and to such New Developments, and the execution of all documents
required to enable Employer to file and obtain patents, trademarks, and
copyrights in the United States and foreign countries on any of such New
Developments.
9. SURRENDER OF MATERIAL UPON TERMINATION. Employee hereby agrees that upon
cessation of Employee's employment, for whatever reason and whether voluntary or
involuntary, Employee
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will immediately surrender to Employer all of the property and other things
of value in his possession or in the possession of any person or entity under
Employee's control that are the property of Employer or any of its
Affiliates, including without any limitation all personal notes, drawings,
manuals, documents, photographs, or the like, including copies and
derivatives thereof, relating directly or indirectly to any confidential
information or materials or New Developments, or relating directly or
indirectly to the business of Employer or any of its Affiliates.
10. REMEDIES.
A. Employer and Employee hereby acknowledge and agree that the services
rendered by Employee to Employer, the information disclosed to Employee during
and by virtue of Employee's employment, and Employee's commitments and
obligations to Employer and its Affiliates herein are of a special, unique and
extraordinary character, and that the breach of any provision of this Agreement
by Employee will cause Employer irreparable injury and damage, and consequently
the Employer shall be entitled to, in addition to all other remedies available
to it, injunctive and equitable relief to prevent a breach of Sections 7, 8, 9,
11 and 12 of this Agreement and to secure the enforcement of this Agreement.
B. Except as provided in Section 10.A., the parties agree to submit to
final and binding arbitration any dispute, claim or controversy, whether for
breach of this Agreement or for violation of any of Employee's statutorily
created or protected rights, arising between the parties that either party would
have been otherwise entitled to file or pursue in court or before any
administrative agency (herein "claim"), and waives all right to sue the other
party.
(i) This agreement to arbitrate and any resulting arbitration
award are enforceable under and subject to the Federal Arbitration Act, 9 U.S.C.
Section 1 et seq. ("FAA"). If the FAA is held not to apply for any reason then
Ohio Revised Code Chapter 2711 regarding the enforceability of arbitration
agreements and awards will govern this Agreement and the arbitration award.
(ii) (a) All of a party's claims must be presented at a single
arbitration hearing. Any claim not raised at the arbitration hearing is waived
and released. The arbitration hearing will take place in Cincinnati, Ohio.
(b) The arbitration process will be governed by the
Employment Dispute Resolution Rules of the American Arbitration Association
("AAA") except to the extent they are modified by this Agreement.
(c) Employee has had an opportunity to review the AAA
rules and the requirements that Employee must pay a filing fee for which the
Employer has agreed to split on an equal basis.
(d) The arbitrator will be selected from a panel of
arbitrators chosen by the AAA in White Plains, New York. After the filing of
a Request for Arbitration, the AAA will send simultaneously to Employer and
Employee an identical list of names of five persons chosen
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from the panel. Each party will have 10 days from the transmittal date in
which to strike up to two names, number the remaining names in order of
preference and return the list to the AAA.
(e) Any pre-hearing disputes will be presented to the
arbitrator for expeditious, final and binding resolution.
(f) The award of the arbitrator will be in writing and
will set forth each issue considered and the arbitrator's finding of fact and
conclusions of law as to each such issue.
(g) The remedy and relief that may be granted by the
arbitrator to Employee are limited to lost wages, benefits, cease and desist
and affirmative relief, compensatory, liquidated and punitive damages and
reasonable attorney's fees, and will not include reinstatement or promotion.
If the arbitrator would have awarded reinstatement or promotion, but for the
prohibition in this Agreement, the arbitrator may award front pay. The
arbitrator may assess to either party, or split, the arbitrator's fee and
expenses and the cost of the transcript, if any, in accordance with the
arbitrator's determination of the merits of each party's position, but each
party will bear any cost for its witnesses and proof.
(h) Employer and Employee recognize that a primary
benefit each derives from arbitration is avoiding the delay and costs
normally associated with litigation. Therefore, neither party will be
entitled to conduct any discovery prior to the arbitration hearing except
that: (i) Employer will furnish Employee with copies of all non-privileged
documents in Employee's personnel file; (ii) if the claim is for discharge,
Employee will furnish Employer with records of earnings and benefits relating
to Employee's subsequent employment (including self-employment) and all
documents relating to Employee's efforts to obtain subsequent employment;
(iii) the parties will exchange copies of all documents they intend to
introduce as evidence at the arbitration hearing at least 10 days prior to
such hearing; (iv) Employee will be allowed (at Employee's expense) to take
the depositions, for a period not to exceed four hours each, of two
representatives of Employer, and Employer will be allowed (at its expense) to
depose Employee for a period not to exceed four hours; and (v) Employer or
Employee may ask the arbitrator to grant additional discovery to the extent
permitted by AAA rules upon a showing that such discovery is necessary.
(i) Nothing herein will prevent either party from taking the
deposition of any witness where the sole purpose for taking the deposition is
to use the deposition in lieu of the witness testifying at the hearing and
the witness is, in good faith, unavailable to testify in person at the
hearing due to poor health, residency and employment more than 50 miles from
the hearing site, conflicting travel plans or other comparable reason.
(iii) Arbitration must be requested in writing no later than
6 months from the date of the party's knowledge of the matter disputed by the
claim. A party's failure to initiate arbitration within the time limits
herein will be considered a waiver and release by that party with respect to
any claim subject to arbitration under this Agreement.
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(iv) Employer and Employee consent that judgment upon the
arbitration award may be entered in any federal or state court that has
jurisdiction.
(v) Except as provided in Section 10.A., neither party will
commence or pursue any litigation on any claim that is or was subject to
arbitration under this Agreement.
(vi) All aspects of any arbitration procedure under this
Agreement, including the hearing and the record of the proceedings, are
confidential and will not be open to the public, except to the extent the
parties agree otherwise in writing, or as may be appropriate in any subsequent
proceedings between the parties, or as may otherwise be appropriate in response
to a governmental agency or legal process.
11. COVENANT NOT TO COMPETE. For purposes of this Section 11 only, the term
"Employer" shall mean, collectively, Employer and each of its Affiliates. During
the two-year period following termination of Employee's employment with Employer
for any reason (or if this period is unenforceable by law, then for such period
as shall be enforceable) Employee will not engage in any business offering
services related to the current business of Employer, whether as a principal,
partner, joint venturer, agent, employee, salesman, consultant, director or
officer, where such position would involve Employee (i) in any business activity
in competition with Employer; (ii) in any position with any customer of Employer
which involves such customer's billing and/or billing related systems or; or
(iii) in any business that provides billing and/or billing related systems to
third parties engaged in the communication business (including wireless,
wireline and cable communication businesses). This restriction will be limited
to the geographical area where Employer is then engaged in such competing
business activity or to such other geographical area as a court shall find
reasonably necessary to protect the goodwill and business of the Employer.
During the two-year period following termination of Employee's
employment with Employer for any reason (or if this period is unenforceable by
law, then for such period as shall be enforceable) Employee will not interfere
with or adversely affect, either directly or indirectly, Employer's
relationships with any person, firm, association, corporation or other entity
which is known by Employee to be, or is included on any listing to which
Employee had access during the course of employment as a customer, client,
supplier, consultant or employee of Employer and that Employee will not divert
or change, or attempt to divert or change, any such relationship to the
detriment of Employer or to the benefit of any other person, firm, association,
corporation or other entity.
During the two-year period following termination of Employee's
employment with Employer for any reason (or if this period is unenforceable by
law, then for such period as shall be enforceable) Employee shall not, without
the prior written consent of Employer, accept employment, as an employee,
consultant, or otherwise, with any company or entity which is a customer or
supplier of Employer at any time during the final year of Employee's employment
with Employer.
Employee will not, during or at any time within three years after the
termination of
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Employee's employment with Employer, induce or seek to induce, any other
employee of Employer to terminate his or her employment relationship with
Employer.
12. GOODWILL. Employee will not disparage Employer or any of its Affiliates in
any way which could adversely affect the goodwill, reputation and business
relationships of Employer or any of its Affiliates with the public generally, or
with any of their customers, suppliers or employees. Employer will not disparage
Employee.
13. TERMINATION.
A. (i) Employer or Employee may terminate this Agreement upon
Employee's failure or inability to perform the services required hereunder
because of any physical or mental infirmity for which Employee receives
disability benefits under any disability benefit plans made available to
Employee by Employer (the "Disability Plans"), over a period of one hundred
twenty consecutive working days during any twelve consecutive month period (a
"Terminating Disability").
(ii) If Employer or Employee elects to terminate this
Agreement in the event of a Terminating Disability, such termination shall be
effective immediately upon the giving of written notice by the terminating party
to the other.
(iii) Upon termination of this Agreement on account of
Terminating Disability, Employer shall pay Employee Employee's accrued
compensation hereunder, whether Base Salary, Bonus or otherwise (subject to
offset for any amounts received pursuant to the Disability Plans), to the date
of termination. For as long as such Terminating Disability may exist, Employee
shall continue to be an employee of Employer for all other purposes and Employer
shall provide Employee with disability benefits and all other benefits according
to the provisions of the Disability Plans and any other Employer plans in which
Employee is then participating.
(iv) If the parties elect not to terminate this Agreement upon
an event of a Terminating Disability and Employee returns to active employment
with Employer prior to such a termination, or if such disability exists for less
than one hundred twenty consecutive working days, the provisions of this
Agreement shall remain in full force and effect.
B. This Agreement terminates immediately and automatically on the death
of the Employee, provided, however, that the Employee's estate shall be paid
Employee's accrued compensation hereunder, whether Base Salary, Bonus or
otherwise, to the date of death.
C. Employer may terminate this Agreement immediately, upon written
notice to Employee, for Cause. For purposes of this Agreement, Employer shall
have "Cause" to terminate this Agreement only if Employer's Board of Directors
determines that there has been fraud, misappropriation or embezzlement on the
part of Employee.
D. Employer may terminate this Agreement immediately, upon written
notice to Employee, for any reason other than those set forth in Sections 13.A.,
B. and C.; provided,
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however, that Employer shall have no right to terminate under this Section
13.D. within two years after a Change in Control. In the event of a
termination by Employer under this Section 13.D., Employer shall, within five
days after the termination, pay Employee an amount equal to the greater of
(i) two times the sum of the annual Base Salary rate in effect at the time of
termination plus the Bonus target in effect at the time of termination or
(ii) if the Current Term is longer than two years, the sum of the Base Salary
for the remainder of the Current Term (at the rate in effect at the time of
termination) plus the Bonus targets (at the amount in effect at the time of
termination) for each calendar year commencing or ending during the remainder
of the Current Term (subject to proration in the case of any calendar year
ending after the Current Term). For the remainder of the Current Term,
Employer shall continue to provide Employee with medical, dental, vision and
life insurance coverage comparable to the medical, dental, vision and life
insurance coverage in effect for Employee immediately prior to the
termination; and, to the extent that Employee would have been eligible for
any post-retirement medical, dental, vision or life insurance benefits from
Employer if Employee had continued in employment through the end of the
Current Term, Employer shall provide such post-retirement benefits to
Employee after the end of the Current Term. For purposes of any stock option
or restricted stock grant outstanding immediately prior to the termination,
Employee's employment with Employer shall not be deemed to have terminated
until the end of the Current Term. In addition, Employee shall be entitled to
receive, as soon as practicable after termination, an amount equal to the sum
of (i) any forfeitable benefits under any qualified or nonqualified pension,
profit sharing, 401(k) or deferred compensation plan of Employer or any
Affiliate which would have vested prior to the end of the Current Term if
Employee's employment had not terminated plus (ii) if Employee is
participating in a qualified or nonqualified defined benefit plan of Employer
or any Affiliate at the time of termination, an amount equal to the present
value of the additional vested benefits which would have accrued for Employee
under such plan if Employee's employment had not terminated prior to the end
of the Current Term and if Employee's annual Base Salary and Bonus target had
neither increased nor decreased after the termination. For purposes of this
Section 13.D., "Current Term" means the longer of (i) the two year period
beginning at the time of termination or (ii) the unexpired term of this
Agreement at the time of the termination, determined as provided in Section 2
but assuming that there is no automatic extension of the Agreement term after
the termination. For purposes of this Section 13.D. and Section 13.E.,
"Change in Control" means a change in control as defined in Employer's 1998
Long Term Incentive Plan.
E. This Agreement shall terminate automatically in the event that there is
a Change in Control and either (i) Employee elects to resign within 90 days
after the Change in Control or (ii) Employee's employment with Employer is
actually or constructively terminated by Employer within two years after the
Change in Control for any reason other than those set forth in Sections 13.A.,
B. and C. For purposes of the preceding sentence, a "constructive" termination
of Employee's employment shall be deemed to have occurred if, without Employee's
consent, there is a material reduction in Employee's authority or
responsibilities or if there is a reduction in Employee's Base Salary or Bonus
target from the amount in effect immediately prior to the Change in Control or
if Employee is required by Employer to relocate from the city where Employee is
residing immediately prior to the Change in Control. In the event of a
termination under this Section 13.E., Employer shall pay Employee an amount
equal to three times the sum
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of the annual Base Salary rate in effect at the time of termination plus the
Bonus target in effect at the time of termination, all stock options shall
become immediately exercisable (and Employee shall be afforded the
opportunity to exercise them), the restrictions applicable to all restricted
stock shall lapse and any long term awards shall be paid out at target. For
the remainder of the Current Term, Employer shall continue to provide
Employee with medical, dental, vision and life insurance coverage comparable
to the medical, dental, vision and life insurance coverage in effect for
Employee immediately prior to the termination; and, to the extent that
Employee would have been eligible for any post-retirement medical, dental,
vision or life insurance benefits from Employer if Employee had continued in
employment through the end of the Current Term, Employer shall provide such
post-retirement benefits to Employee after the end of the Current Term.
Employee's accrued benefit under any nonqualified pension or deferred
compensation plan maintained by Employer or any Affiliate shall become
immediately vested and nonforfeitable and Employee also shall be entitled to
receive a payment equal to the sum of (i) any forfeitable benefits under any
qualified pension or profit sharing or 401(k) plan maintained by Employer or
any Affiliate plus (ii) if Employee is participating in a qualified or
nonqualified defined benefit plan of Employer or any Affiliate at the time of
termination, an amount equal to the present value of the additional benefits
which would have accrued for Employee under such plan if Employee's
employment had not terminated prior to the end of the Current Term and if
Employee's annual Base Salary and Bonus target had neither increased nor
decreased after the termination. Finally, to the extent that Employee is
deemed to have received an excess parachute payment by reason of the Change
in Control, Employer shall pay Employee an additional sum sufficient to pay
(i) any taxes imposed under section 4999 of the Code plus (ii) any federal,
state and local taxes applicable to any taxes imposed under section 4999 of
the Code. For purposes of this Section 13.E., "Current Term" means the longer
of (i) the three year period beginning at the time of termination or (ii) the
unexpired term of this Agreement at the time of the termination, determined
as provided in Section 2 but assuming that there is no automatic extension of
the Agreement term after the termination.
F. Employee may resign upon 60 days' prior written notice to Employer.
In the event of a resignation under this Section 13.F., this Agreement shall
terminate and Employee shall be entitled to receive Employee's Base Salary
through the date of termination, any Bonus earned but not paid at the time of
termination and any other vested compensation or benefits called for under any
compensation plan or program of Employer.
G. Employee may retire upon one year's prior written notice to Employer
at any time after Employee has attained age 55 and completed at least ten years
of service with Employer and its Affiliates. For purposes of the preceding
sentence, service with Cincinnati Bell Inc. and its subsidiaries prior to the
Effective Date shall be deemed to be service with Employer. In the event of a
retirement under this Section 13.G., this Agreement shall terminate and Employee
shall be entitled to receive Employee's Base Salary through the date of
termination and any Bonus earned but not paid at the time of termination. In
addition, Employee shall be entitled to receive any compensation or benefits
made available to retirees under Employer's standard policies and programs,
including retiree medical and life insurance benefits, a prorated Bonus for the
year of termination, and the right to exercise options after retirement.
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H. Upon termination of this Agreement as a result of an event of
termination described in this Section 13 and except for Employer's payment of
the required payments under this Section 13 (including any Base Salary accrued
through the date of termination, any Bonus earned for the year preceding the
year in which the termination occurs and any nonforfeitable amounts payable
under any employee plan), all further compensation under this Agreement shall
terminate.
I. The termination of this Agreement shall not amend, alter or modify
the rights and obligations of the parties under Sections 7, 8, 9, 10, 11, and 12
hereof, the terms of which shall survive the termination of this Agreement.
14. ASSIGNMENT. As this is an agreement for personal services involving a
relation of confidence and a trust between Employer and Employee, all rights and
duties of Employee arising under this Agreement, and the Agreement itself, are
non-assignable by Employee.
15. NOTICES. Any notice required or permitted to be given under this Agreement
shall be sufficient, if in writing, and if delivered personally or by certified
mail to Employee at Employee's place of residence as then recorded on the books
of Employer or to Employer at its principal office.
16. WAIVER. No waiver or modification of this Agreement or the terms contained
herein shall be valid unless in writing and duly executed by the party to be
charged therewith. The waiver by any party hereto of a breach of any provision
of this Agreement by the other party shall not operate or be construed as a
waiver of any subsequent breach by such party.
17. GOVERNING LAW. This agreement shall be governed by the laws of the State of
Ohio.
18. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties with respect to Employee's employment by Employer. There are no other
contracts, agreements or understandings, whether oral or written, existing
between them except as contained or referred to in this Agreement.
19. SEVERABILITY. In case any one or more of the provisions of this Agreement is
held to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or other enforceability shall not affect any other provisions
hereof, and this Agreement shall be construed as if such invalid, illegal, or
unenforceable provisions have never been contained herein.
20. SUCCESSORS AND ASSIGNS. Subject to the requirements of Paragraph 14 above,
this Agreement shall be binding upon Employee, Employer and Employer's
successors and assigns.
21. CONFIDENTIALITY OF AGREEMENT TERMS. The terms of this Agreement shall be
held in strict confidence by Employee and shall not be disclosed by Employee to
anyone other than Employee's spouse, Employee's legal counsel, and Employee's
other advisors, unless required by law. Further, except as provided in the
preceding sentence, Employee shall not reveal the
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existence of this Agreement or discuss its terms with any person (including
but not limited to any employee of Employer or its Affiliates) without the
express authorization of the Board of Directors of Employer. To the extent
that the terms of this Agreement have been disclosed by Employer, in a public
filing or otherwise, the confidentiality requirements of this Section 21
shall no longer apply to such terms.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
CONVERGYS CORPORATION
By:
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EMPLOYEE
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James F. Orr
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Attachment B
EMPLOYEE BENEFITS
Automobile Allowance Company-leased automobile
Cellular Telephone Yes
Executive Deferred Compensation Plan Yes
Group Accident Life $500,000
Legal/Financial/Insurance Allowance $10,000 per year
Parking Yes
Annual Physical Yes
Short Term Disability Supplement Yes
Travel Insurance (Spouse) $50,000
Vacation 5 weeks per year
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AMENDMENT TO EMPLOYMENT AGREEMENT
The Employment Agreement between Convergys Corporation ("Employer") and
James F. Orr ("Employee"), made as of the date on which the initial public
offering of Employer's common shares was closed, is hereby amended in the
following respects:
1. Section 4.A. is hereby amended to read as follows:
A. Employee shall receive a base salary (the "Base Salary") of at least
$765,000 per year, payable not less frequently than monthly, for each year after
1998 during the term of this Agreement, subject to proration for any partial
year. Such Base Salary, and all other amounts payable under this Agreement,
shall be subject to withholding as required by law.
2. Section 4.B. is hereby amended to read as follows:
B. In addition to the Base Salary, Employee shall be entitled to
receive an annual bonus (the "Bonus") for each calendar year for which
services are performed under this Agreement. Any Bonus for a calendar year
shall be payable after the conclusion of the calendar year in accordance
with Employer's regular bonus payment policies. The Bonus target for the
period from August 13, 1998 through December 31, 1998 shall be $165,723
($429,000 on an annualized basis). Each year after 1998, Employee shall be
given a minimum Bonus target, by Employer's Compensation Committee, of not
less than $324,000, subject to proration for a partial year.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed on December ___, 1998.
CONVERGYS CORPORATION
By:
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James F. Orr