Exhibit 10.27 to 2004 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”) has granted you a performance unit award, on and
subject to the terms of the Plan and your agreement to the
following terms, conditions and restrictions.
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 December 31, XXXX (the “Vest
Date”) depending on the level of satisfaction of the
performance criteria described in Section 2 below.
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 companies included
in the New Composite Group of companies listed in the
Company’s XXXX proxy statement (other than any company(ies)
in such peer group that ceases to exist prior to the last day of
the performance period due to merger, bankruptcy or other corporate
event) (collectively, the “Peer Group”) over the
performance period and (b) the Payout Schedule. 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. The amount earned will
be paid in cash as soon as administratively practicable following
the end of the performance period.
“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 performance period. Stock price
appreciation over the term of the 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
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 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 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.
