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EMPLOYMENT AGREEMENT

Employee Secondment Agreement

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This Employee Secondment Agreement involves

CONVERGYS CORP | William H. Hawkins II

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Title: EMPLOYMENT AGREEMENT
Date: 3/5/2004
Industry: CMPNET     Sector: TECHNO

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Employment Agreement between Convergys Corporation and William H. Hawkins II

Exhibit 10.10 to 2003 10-K

 

EMPLOYMENT AGREEMENT

 

This Agreement is made as of September 11, 2000 (the “Effective Date”) between Convergys Corporation, an Ohio corporation (“Employer”), and William H. Hawkins II (“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.

 

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 Associate General Counsel of Employer or in such other equivalent capacity as may be designated by the Chief Executive Officer of Employer. Employee will report to the General Counsel of Employer or to such other officer as may be designated by the Chief Executive Officer 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, consistent with the provisions of Section 3.A., as are reasonably assigned to Employee by the Chief Executive Officer of Employer.

 

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.

 

A. Employee shall receive a base salary (the “Base Salary”) of at least $290,000 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 of not less than $90,000, subject to proration for a partial year; provided, however, that Employee’s Bonus for calendar year 2000 shall be guaranteed to be not less than $30,082 and that Employee’s Bonus for calendar year 2001 shall be guaranteed to be not less than $90,000.

 

C. On January 2, 2001, Employer shall pay Employee a signing bonus in the amount of $50,000. Such signing bonus shall be in addition to the Bonuses called for under Section 4.B. but shall not be used in the calculation of any benefits that are otherwise provided by Employer.

 

D. 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, which are made available to similarly situated officers of Employer.

 

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 20,000 common shares of Employer under Employer’s 1998 Long Term Incentive Plan or any similar plan made available to employees of Employer. In each year of this Agreement after 2000, Employee will be granted stock options under Employer’s 1998 Long Term Incentive Plan or any similar plan made available to employees of Employer. In no event will the value of Employee’s long term incentives (including stock options) for any year after 2000, as determined by Employer’s Compensation and Benefits Committee, be less than $300,000.

 

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D. As of the Effective Date, Employee shall receive a restricted stock award of 15,000 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.

 

7. Confidentiality. Employer and its Affiliates are engaged in the outsourced customer care services 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 or 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 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

 

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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. It is understood that this agreement to arbitrate does not limit Employer’s right to file a charge with or to assist any administrative agency, including the Equal Employment Opportunity Commission. Except for the agreement to arbitrate itself, Employee agrees that nothing in this arbitration agreement creates for Employee any right or protection in connection with Employee’s employment beyond that to which Employee is otherwise entitled by law.

 

(i) This agreement to arbitrate and any resulting arbitration award are enforceable under and subject to the Federal Arbitration Act, 9 U.S.C. § 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) The arbitration hearing will take place in Cincinnati, Ohio.

 

(iii) 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.

 

(iv) 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. Employer will pay all of the arbitrator’s fees.

 

(v) The arbitrator shall be selected from a panel of arbitrators chosen by and maintained at the headquarters office of the AAA in New York, the arbitrators from such panel being those who reside near Cincinnati, Ohio. After the filing of a Request for Arbitration Form,

 

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the AAA shall send simultaneously to Employer and Employee an identical list of names of five persons chosen from the panel. Employer and Employee shall 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. If the person who has been approved on both lists and selected by the AAA cannot serve promptly, a second list shall be sent out by the AA

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