Amendment to Convergys Corporation Executive Deferred Compensation Plan (December 21, 2005)
This amendment to the Convergys Corporation Executive Deferred Compensation Plan allows key employees to elect to defer certain restricted stock awards granted before December 31, 2005, by submitting an election form by March 15, 2005. It also permits the plan committee to let employees who left the company in 2005 cancel their deferral arrangements and receive immediate payment, with some exceptions for previously vested amounts. The amendment is effective January 1, 2005, and is signed by the company's Chairman and CEO.
Exhibit 10.14 to 10-K
AMENDMENT TO THE
CONVERGYS CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN
The Convergys Corporation Executive Deferred Compensation Plan is hereby amended effective January 1, 2005 in the following respects;
1. A new Section 3.6 is added to the Plan to read as follows:
3.6 2005 Deferral Election. Notwithstanding any other provision contained herein to the contrary, a Key Employee may make a deferral election with respect to any time-based restricted stock unit awards and restricted stock awards granted prior to December 31,2005 under the terms of the 1998 LTIP by submitting an election agreement OP a form provided by the Committee on or before March 15.2005. A deferral election made under this Section shall only relate to awards that have not been paid nor have become payable as of the time of election.
2. A new Section 5.2.5 is added to the Plan to read as follows:
5.2.5 Notwithstanding any other provision contained herein to the contrary, the Committee (or its delegate), in its discretion, may allow a Key Employee whose employment terminated during 2005 to cancel the deferral arrangement applicable to amounts deferred under the Plan as of a date subsequent to December 31, 2004 (including earnings on such amounts) and receive distribution of such amounts immediately following- termination; provided, however, that no such cancellation shall apply to amounts that were earned and vested and to which the Key Employee had a legally binding right on or before December 31, 2004.
IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed and approved on December 21, 2005.
By: | /s/ James F. Orr | |
Title: | Chairman and Chief Executive Officer Convergys Corporation |