Employment Agreement [Amendment] - Convergys Customer Management Group Inc. and Ronald E. Schultz
AMENDMENT TO EMPLOYMENT AGREEMENT
The Employment Agreement dated January 1, 1998, as amended effective
November 1, 1998, between Convergys Customer Management Group Inc., formerly
MATRIXX Marketing Inc. ("Employer"), and Ronald E. Schultz ("Employee") is
hereby further amended effective June 26, 2001 in the following respects:
1. Section 2 is amended to read as follows:
2. TERM OF AGREEMENT. The term of this Agreement initially shall be
the five year period commencing on the Effective Date. On the
fourth 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.
2. Section 6.D. is deleted.
3. 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
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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., "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" means a change in
control as defined in the Convergys Corporation 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 resulting from the payment of
the amount called for under clause (i) of this Section.
4. Section 13.G. is amended to read 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 three 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)
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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. For purposes of this Section 13.G., "Benefit Period" means the
three year period beginning at the time of 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 resulting from the
payment of the amount called for under clause (i) of this sentence.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
Employment Agreement to be duly executed as of June 26, 2001.
CONVERGYS CUSTOMER MANAGEMENT
GROUP INC.
By_________________________________
EMPLOYEE
____________________________________
Ronald E. Schultz