Exhibit 10.25 to 2004 10-K
PERFORMANCE-BASED RESTRICTED
STOCK 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”), the Compensation and Benefits Committee
of the Board of Directors of Convergys Corporation (the
“Compensation Committee”) has granted you a
performance-based restricted stock unit award, on and subject to
the terms of the Plan and your agreement to the following terms,
conditions and restrictions.
1. Delivery of Shares .
Subject to and upon the terms, conditions, and restrictions set
forth in this Agreement, Convergys Corporation (the
“Company”) shall deliver to you the number of common
shares, without par value, of Convergys Corporation (the
“Shares”) equal to the product determined by
multiplying (a) the number of Shares indicated on your Notice of
Performance-Based Restricted Stock Unit Award form (“Notice
of Award”) by (b) the percentage (from 0% to 100%) determined
in accordance with the provisions of Section 2 below, which
delivery of Shares shall occur as soon as administratively
practicable following the vest date(s) (as defined
below).
2. Performance Criteria . You
are eligible to earn a percentage of the number of Shares indicated
on your Notice of Award, which percentage shall be determined based
on (a) the Company’s Total Shareholder Return
(“TSR”) over any three consecutive calendar year period
occurring during the six year period commencing January 1, XXXX
(each such three consecutive year period being referred to herein
as a “performance period” and the last day of each such
performance period being referred to herein as a “vest
date”) relative to the TSR of the companies included in the
New Composite Group of companies listed in the Company’s XXXX
proxy statement (other than, for any performance period, any
company in such peer group that ceases to exist prior to the last
day of the applicable performance period due to merger, bankruptcy
or other corporate event) (collectively, the “Peer
Group”) over the same period(s) and (b) the schedule attached
hereto as Attachment A. In the event that the number of companies
in the Peer Group as of the end of the applicable performance
period is less than XX, the Peer Group used for purposes of this
award shall become YYY. In no event shall more Shares than the
maximum number listed in your Notice of Award be delivered to you
or on your behalf pursuant to this award.
“TSR” means stock price
appreciation plus dividend yield, assuming immediate reinvestment
of dividends in the stock with respect to which such dividends were
paid, over the term of the applicable performance period. Stock
price appreciation over the term of the applicable performance
period for a company will be determined by comparing (c) the
average close price as reported in the Wall Street Journal of the
stock of the applicable company for each trading day occurring
during the calendar quarter ending on the day immediately preceding
the start of the applicable performance period to (d) the average
close price as reported in the Wall Street Journal of the stock of
the applicable company for each trading day occurring during the
calendar quarter ending on the last day of the applicable
performance period.
The number of Shares earned at the
end of each applicable performance period will be delivered as soon
as administratively practicable following the end of such
performance period. If less than 100% of the number of Shares
indicated on the Notice of Award is paid out based on the
performance results for the first performance period, you will have
an opportunity to earn payout of the remaining Shares in a
subsequent performance period, if any. However, in order for
additional Shares to be paid out at the
end of performance periods occurring
after the initial performance period, the Company’s level of
achievement of the performance criteria for the applicable
performance period must exceed its level of achievement in all
prior performance periods.
3. Forfeiture of Award
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a.
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Your right to
receive Shares that are the subject of this award that have not yet
been delivered, shall be forfeited automatically and without
further notice if you cease to be an employee of the Company and
its affiliates prior to any 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 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 Shares that
are the subject of 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 calendar year in which this
Award is granted to you due to death or involuntary termination
without cause.
Subject to Section 4(c), if your
employment is involuntarily terminated without cause after the
calendar year in which this award is granted to you, your right to
earn Shares that are the subject of this award based on the
Company’s level of satisfaction of the applicable performance
criteria for performance periods ending after the date of your
termination shall be forfeited automatically and without further
notice.
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b.
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If the Compensation Committee
determines that you engaged in any Detrimental Activity
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