Exhibit 10.27.1 to 2006 10-K
PERFORMANCE UNIT
AWARD
UNDER THE PROVISIONS
OF
THE CONVERGYS
CORPORATION
1998 LONG TERM INCENTIVE PLAN, AS
AMENDED
Pursuant to the provisions of the
Convergys Corporation 1998 Long Term Incentive Plan, as amended
(the “Plan”), a copy of which has been delivered to
you, the Compensation and Benefits Committee of the Board of
Directors of Convergys Corporation (the “Compensation
Committee”) grants to you a performance unit award, on and
subject to the terms of the Plan (your “XXXX performance unit
award”). The following terms, conditions and restrictions
shall govern your XXXX performance unit award.
1. Earning and Payout of
Award . Subject to and upon the terms, conditions, and
restrictions set forth in this Agreement, Convergys Corporation
(the “Company”) shall pay you the amount earned in
accordance with the payout schedule provided to you separately (the
“Payout Schedule”) as soon as administratively
practicable following XXXX (the “Vest Date”) and the
date the Compensation Committee determines the extent to which the
performance criteria has been satisfied; provided however that,
notwithstanding any other provision of this Agreement to the
contrary, to the extent necessary to preserve the available
exemption of the award under Section 162(m) of the Internal
Revenue Code, payment of the amount earned under this Agreement
will be made as soon as administratively practicable and legally
permissible following the termination of your
employment.
2. Performance Criteria . You
shall be entitled to receive a payment under this Agreement based
on (a) the Company’s Total Shareholder Return
(“TSR”) over the three consecutive calendar year period
ending on the Vest Date (the “performance period”)
relative to the Total Shareholder Return of the peer group
companies over the performance period and (b) the Payout
Schedule. For purposes of this award, the peer group companies
consist of each company (other than the Company) that is in the
S&P 500 as of the last trading day of the performance period
and was publicly traded as of the trading day immediately preceding
the first day of the performance period. The amount earned will be
paid in cash as soon as administratively practicable following the
end of the performance period.
“TSR” means the rate of
stock price appreciation/depreciation plus the reinvestment of
dividends and the compounding effect of dividends paid on
reinvested dividends over the term of the performance period. Stock
price appreciation/depreciation over the term of the performance
period for the Company will be determined by comparing (c) the
average close price of the stock of the Company for each trading
day occurring during the calendar quarter ending on the day
immediately preceding the start of the performance period to
(d) the average close price of the stock of the Company for
each trading day occurring during the calendar quarter ending on
the last day of the performance period. Stock price
appreciation/depreciation over the term of the performance period
for the peer group companies will be determined by comparing the
(e) close price of the stock of the applicable company on the
trading day immediately preceding the first day of the performance
period to (f) the close price of the stock of the applicable
company on the last trading day of the performance
period.
3. Forfeiture of Award
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a.
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Your right to receive a payout
pursuant to this Agreement shall be forfeited automatically and
without further notice if you cease to be an employee of
the
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Company and its affiliates prior
to the Vest Date for any reason other than death, disability,
retirement or involuntary termination without cause. For purposes
of this Agreement:
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(i)
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“disability” has the same meaning as
in the Company’s long-term disability plan;
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(ii)
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“retirement” means termination of
employment after (I) attaining age 55 and completing at least
ten years of service with the Company or any of its subsidiaries or
(II) completing at least thirty years of service with the Company
or any of its subsidiaries; and
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(iii)
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“cause” means a determination by the
Company that you have been involved in fraud, misappropriation,
embezzlement, commission of a crime or an act of moral turpitude,
or have violated the Code of Business Conduct, recklessly or
willfully injured an employee, company property, business, or
reputation, or have acted recklessly in the performance of your
duties.
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Your right to receive a payment
pursuant to this award shall be forfeited automatically and without
further notice if you cease to be an employee of the Company and
its affiliates during the year in which this award is granted to
you due to death or involuntary termination without
cause.
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b.
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If the Company determines that
you en
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