Exhibit 10.24 to 2008 10-K
AMENDMENT TO
CONVERGYS CORPORATION PENSION
PLAN
The Convergys Corporation Pension
Plan (the “Plan”) is hereby amended, effective as of
January 1, 2005 and in order to conform the provisions of the
Plan that provide certain excess benefits (that are not included in
the portion of the Plan that is intended to qualify as a plan under
Section 401(a) of the Internal Revenue Code) to the
requirements of Section 409A of the Internal Revenue Code, by
deleting current Section 7.5 of the Plan in its entirety and
adding a new Section 20 reading as follows immediately after
current Section 19 of the Plan.
SECTION 20
NON-QUALIFIED EXCESS
PLAN
This Section 20 shall provide
benefits separate from the benefits provided by the Tax-Qualified
Plan and is being set forth in this document only for the
convenience of using the Tax-Qualified Plan’s provisions in
determining the terms and benefits of this Section 20. In
fact, notwithstanding any other provisions of the Tax-Qualified
Plan, this Section 20 shall be deemed to be separate from the
Tax-Qualified Plan (as set forth in the other Sections of this
document) and shall be named the Convergys Corporation Excess Plan
(for purposes of this Section 20, the “Excess
Plan”). All benefits provided under this Section 20
shall be deemed to be provided not by the Tax-Qualified Plan but
instead by the Excess Plan.
20.1 Purpose of Excess Plan .
The Excess Plan is intended to provide certain management and
highly compensated Participants with supplemental retirement
benefits to replace certain benefits not provided to them under the
Tax-Qualified Plan due to certain legal and other limits that apply
under the Tax-Qualified Plan. The Excess Plan is intended to be an
unfunded deferred compensation plan for a select group of
management and highly compensated employees (within the meaning of
title I of ERISA) of the Participating Companies and is not
intended to be a plan subject to Section 401(a) of the
Code.
20.2 Definitions . For
purposes of the Excess Plan, the “Tax-Qualified Plan”
means the plan as set forth in the remainder of this document
(other than this Section 20), which plan is intended to be a
plan that qualifies as a plan under Section 401(a) of the
Code. Except where the context otherwise requires, any reference in
the Tax-Qualified Plan to a benefit or a payment shall not be
deemed to be referring to a benefit or payment made under the
Excess Plan. Further, all capitalized terms that are used in this
Section 20 and that are defined in Section 2 of the
Tax-Qualified Plan shall have the same meanings as they do in such
Section 2.
20.3 Benefits .
20.3.1 Subject to the provisions of
Section 20.2, to the extent that the benefit that would
otherwise be payable to a Participant under the Tax-Qualified Plan
(if it were payable in the form of a single sum payment made as of
the date next following the date on which the Participant separates
from service
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with the Participating Companies) is
reduced from what it would be because of limitations contained in
(a) Sections 5.5.3 and 7.4.3 of the Tax-Qualified Plan (and
any other provisions of the Plan that carry into effect the
requirements of Code Section 401(a)(17)),
(b) Section 7.1 of the Tax-Qualified Plan (and any other
provisions of the Tax-Qualified Plan that carry into effect the
requirements of Code Section 415) or (c) Section 7.2
of the Tax-Qualified Plan, then the single sum amount by which such
benefit is so limited (for purposes of this Section 20, the
“Excess Plan Benefit”) shall be payable in ten annual
installments (or, if less, a number of installments equal to the
result, rounded up to the nearest whole number, obtained by
dividing the Excess Plan Benefit by $50,000) that commence as of
the date determined in accordance with the provisions of Sections
20.3.3 (and under which each installment other than the first
installment shall be paid as of an annual anniversary of the
benefit’s initial commencement date and shall be credited
with assumed interest, at an interest rate of 3.5% per annum,
for the period from the initial commencement date of the Excess
Plan Benefit to the applicable installment’s payment
date).
20.3.2 Notwithstanding the
provisions of Section 20.3.1, if a Participant’s Excess
Plan Benefit is in excess of $50,000, the amount of the first
installment of such benefit shall be increased, and the amount of
the last installment of such benefit shall be decreased, by the
Federal Insurance Contributions Act tax imposed under Code Sections
3101, 3121(a) and 3121(v)(2) with respect to the
Participant’s Excess Plan Benefit (or, if less, by the amount
by which the Excess Plan Benefit exceeds $50,000).
20.3.3 Prior to January 1,
2009, a Participant’s Excess Plan Benefit shall commence to
be paid as of the earlier of (a) the date as of which his
retirement benefit under the Tax-Qualified Plan begins to be paid
(or, if later, the date next following the date on which the
Participant separates from service with the Participating
Companies) or (b) the date next following the date of the
Participant’s death. Effective January 1, 2009, in the
event that a Participant’s Excess Plan Benefit has not
commenced to be paid as of any date prior to January 1, 2009,
the Participant’s Excess Plan Benefit shall commence to be
paid as of the later of (i) the date immediately following the
date which is six months after the Participant’s separation
from service (such separation from service to be determined under
Section 20.7.4 hereunder), or (ii) January 30,
2009.
20.3.4 All installment payments of a
Participant’s Excess Plan Benefit shall be paid to the
Participant if he is still living at the time of the payment. If
the Participant is not living at the time of any installment
payment of his Excess Plan Benefit, it shall be paid to the person
or persons considered his Beneficiary under the provisions of
Section 6.4 of the Tax-Qualified Plan (as if, for this
purpose, the Excess Plan were the Tax-Qualified Plan).
20.3.5 Notwithstanding any other
provision of the Excess Plan, a Participating Company shall have
the right (without notice to or approval by a Participant, his
beneficiary or any other person) to withhold from any amounts
otherwise payable by the Participating Company to or on account of
the Participant, or from any payment otherwise then being made by
the Participating
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Company to the Participant, his
beneficiary or any other person by reason of the Excess Plan, an
amount which the Participating Company determines is sufficient to
satisfy all federal, state, local and foreign tax withholding
requirements that may apply with respect to such benefit payment
made under the Excess Plan. To the extent such tax withholding
requirements are satisfied from any payment otherwise then being
made by the Participating Company to the Participant, his
beneficiary or any other person by reason of the Excess Plan, the
amount so withheld shall be deemed a distribution to the
Participant, his beneficiary or such other person, as the case may
be.
20.3.6 The other
provisions of this Section 20.3 indicate that any payment that
is made under the Excess Plan shall occur “as of” a
specific date. However, in accordance with the provisions of Treas.
Reg. Section 1.409A-3(d) and in order to permit a reasonable
administrative period for the Participating Companies to make
payments required under the Excess Plan, and notwithstanding any
other provision of this Section 20.3 or any other provision of
the Excess Plan, any payment that is made under the Excess Plan to
or with respect to a Participant shall be deemed to have been made
as of the specific date as of which it is to be paid under the
other provisions of the Excess Plan as long as it is m
