Employment Agreement - MATRIXX Marketing Inc. and Ronald E. Schultz
EMPLOYMENT AGREEMENT
This Agreement is made as of January 1, 1998 (the "Effective Date")
between MATRIXX Marketing Inc., an Ohio corporation ("Employer" or "MATRIXX"),
and Ronald E. Schultz ("Employee").
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 are canceled as of the Effective Date,
provided that the terms of the Non-Compete and Non-Disclosure Agreement
attached to Employee's employment letter from Employer dated October 5, 1995
shall continue in effect and shall not be superseded by this Agreement.
2. PERIOD OF AGREEMENT. This Agreement begins on the Effective
Date and, subject to the terms of Section 13, will end on the day preceding
the fifth anniversary of the effective date.
3. DUTIES.
A. Employee will serve as Chief Operating Officer of Employer
or in such other equivalent capacity with Employer or an Affiliate as may be
designated by the President of Employer. Employee will report to the President
of Employer or such other officer as may be designated by the President of
Employer. 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) which includes
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 request.
C. Employee shall also perform such other duties as are
assigned to Employee by the officer to whom Employee reports.
D. Employee shall devote Employee's entire time, attention,
and energies to the 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.
<PAGE>
A. Employee shall receive a base salary (the "Base Salary") of
at least $225,000 per year, payable not less frequently than monthly, for each
year during which services are performed under this Agreement, subject to
proration for any partial year. Such Base Salary, and any other amounts payable
hereunder, 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. Employee shall be given a Bonus
target of not less than $100,000 for each year, 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 in which Senior Vice Presidents of Employer are participating.
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 under any disability plan made available to
Employee by Employer.
C. In each year of this Agreement, Employee will be granted
stock options under Cincinnati Bell Inc. 1997 Long Term Incentive Plan or any
similar plan made available to employees of Employer.
D. If Employee's employment with Employer is terminated after
the fifth anniversary of the Effective Date for any reason other than those set
forth in Sections 13.A., B. and C., Employer shall pay Employee an amount equal
to two times the sum of Employee's annual Base Salary rate in effect on the date
of termination plus Employee's Bonus target in effect on the date of
termination.
E. If Employee remains in the employ of Employer through
October 1, 1998, Employee shall receive a restricted stock award of 13,500
common shares of Cincinnati Bell Inc. ("CBI"). Such award shall be made under
the CBI 1997 Long Term Incentive Plan on the terms set forth in Attachment A.
7. CONFIDENTIALITY. Employer and its Affiliates are engaged in
the telecommunications services, information services, and telecommunications
support services industries within the U.S. and world wide. Employee
acknowledges that in the course of
<PAGE>
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.
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 or that relate to
Employer or Affiliates' work or project, present, past or contemplated ("New
Developments"), shall be and remain the exclusive property of Employer.
Employee shall do all things reasonably necessary to ensure ownership of 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 all 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 all 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 will immediately surrender to
Employer all of the property and other things of value in Employee's
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'S REMEDIES. 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
<PAGE>
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 Employer shall be entitled to, in addition to all other remedies
available to it, injunctive and equitable relief to prevent a breach of this
Agreement, or any part of it, and to secure the enforcement of this Agreement.
B. EMPLOYEE'S REMEDIES. Employee agrees 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 Employee would have been
otherwise entitled to file or pursue in court or before any administrative
agency ("Claim"), and Employee waives all right to sue Employer, its Affiliates,
and all of their agents, employees, officers and directors.
(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 Employee's Claims must be presented at a
single arbitration hearing under this Agreement. 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 which
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 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
<PAGE>
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. Compensatory, liquidated and
punitive damages for breach of this Agreement, if awarded, may not exceed the
greater of (i) the amount provided in case of a termination under Section
13.D, and (ii) the maximum amount otherwise payable under the applicable
terms of this Agreement. Compensatory, liquidated and punitive damages, for a
dispute, claim or controversy other than for breach of this Agreement, if
awarded, are limited to a combined total of one year's salary. 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 entering this Agreement 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 that 50
miles from the hearing site, conflicting travel plans or other comparable
reason.
(iii) Arbitration must be requested in writing no later than
six months from the date of Employee's knowledge of the matter disputed by
the claim. Employee's failure to initiate arbitration under this Agreement
within the time limits herein will be considered a waiver and release by
Employee with respect to any claim subject to arbitration under this
Agreement.
(iv) Employer and Employee consent that judgment upon the
arbitration award may be entered in any federal or state court that has
jurisdiction.
(v) Employee will not commence or pursue any litigation on any
claim that is or was subject to arbitration under this Agreement.
<PAGE>
(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 in any business
activity in competition with Employer. 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 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 after the termination of
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 or act in any manner,
directly or indirectly, which may damage the business of Employer or any of
its Affiliates or which would 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.
13. TERMINATION.
A. (i) Employer or Employee may terminate this Agreement upon
<PAGE>
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").
<PAGE>
(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
a Terminating Disability, Employer shall pay Employee Employee's accrued
compensation hereunder, whether Base Salary 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 or
otherwise, to the date of death.
C. Employer may terminate this Agreement immediately 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, upon written notice
to Employee, for any reason other than those set forth in Sections 13.A., B.,
and C. In the event of a termination under this Section 13.D., Employer shall
pay Employee two times the sum of Employee's annual Base Salary rate as it
exists on the date of termination plus Employee's Bonus target in effect on the
date of termination. Employee also shall be entitled to receive any Base Salary
earned through the date of termination and any unpaid Bonus earned prior to the
year in which the date of termination occurs. In addition, (i) Employee shall be
afforded the opportunity to exercise, on the date of termination, any stock
options which are otherwise exercisable on the date of termination and (ii) if
termination occurs after October 1, 1998, in accordance with the terms set forth
in Attachment A, the restrictions applicable to a prorata portion of the
restricted stock award under Section 6.E. shall lapse.
E. 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, all further compensation under this
Agreement shall terminate.
F. The termination of this Agreement shall not amend, alter or
modify the rights and obligations of the parties under Sections 6.D, 7, 8, 9,
10, 11, and 12 hereof, the terms of which shall survive the termination of this
Agreement.
<PAGE>
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 without giving effect to any conflict of law provisions.
Employee agrees to submit to the exclusive, personal jurisdiction and venue
of state and federal courts 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.
<PAGE>
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. Further, except as provided in
the preceding sentence, Employee shall not reveal the 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 President of Employer.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
MATRIXX MARKETING INC.
By:
-----------------------------------
David F. Dougherty
EMPLOYEE
By:
-----------------------------------
Ronald E. Schultz
<PAGE>
AMENDMENT TO EMPLOYMENT AGREEMENT
The Employment Agreement dated January 1, 1998 between Convergys
Customer Management Group Inc., formerly MATRIXX Marketing Inc. ("Employer"),
and Ronald E. Schultz ("Employee") is hereby amended effective November 1, 1998
in the following respects:
1. Section 6.D. is amended to read as follows:
D. If Employee's employment with Employer is terminated by Employer on
or after the fifth anniversary of the Effective Date for any reason other than
those set forth in Sections 13.A., B. and C., Employer shall pay Employee the
amounts which Employee would have been entitled to receive under Section 13.D.
if the provisions of that Section had been in effect at the time of the
termination.
2. Section 13.D. is amended to read as follows:
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, 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 two times the sum of (i) the annual
Base Salary rate in effect at the time of termination plus (ii) the
Bonus target in effect at the time of termination. For the remainder of
the Benefit Period, 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 Benefit Period, Employer
shall provide such post-retirement benefits to Employee after the end
of the Benefit Period. 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 Benefit Period. 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 Benefit Period 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 Benefit Period 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. and Section 13.G., "Benefit Period"
means the two year period beginning at the time of termination. For
purposes of this Section 13.D. and Section 13.G., "Change in Control"
<PAGE>
means a change in control as defined in Employer's 1998 Long Term
Incentive Plan. Finally, to the extent that Employee is deemed to have
received an excess parachute payment (within the meaning of section
4999 of the Code) from Employer or any Affiliate, 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.
3. Section 13 is amended by the addition of new Section 13.G. as
follows:
G. 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.G., Employer shall pay Employee an amount equal to 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, 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 Benefit Period, 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 Benefit Period, Employer shall provide such
post-retirement benefits to Employee after the end of the Benefit
Period. 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 Benefit Period
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
<PAGE>
the Code plus (ii) any federal, state and local taxes applicable to any
taxes imposed under section 4999 of the Code.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
Employment Agreement to be duly executed as of November 1, 1998.
CONVERGYS CUSTOMER MANAGEMENT
GROUP INC.
By:
-----------------------------------
EMPLOYEE
------------------------------------
Ronald E. Schultz