EMPLOYMENT AGREEMENT
This Agreement is made as of the Effective Date between Cincinnati ▇▇▇▇
Inc., an Ohio corporation ("Employer"), and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ ("Employee").
For purposes of this Agreement, "Effective Date" means the first day after the
date on which Employer distributes to its shareholders all of the common shares
of Convergys Corporation owned by Employer after the initial public offering of
Convergys Corporation common shares.
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,
including Employee's Employment Agreement with Cincinnati ▇▇▇▇ Telephone Company
dated June 9, 1997, are canceled as of the Effective Date. Notwithstanding the
preceding sentence, all stock options and restricted stock awards granted to
Employee prior to the Effective Date shall continue in effect in accordance with
their respective terms and shall not be modified, amended or canceled by this
Agreement.
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. Effective the day after the retirement of the current President and
Chief Executive Officer of Employer, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Employee will serve as
President and Chief Executive Officer of Employer or in such other equivalent
capacity as may be designated by the Board of Directors of Employer. Employee
will have the title of Chief Operating Officer beginning January 1, 1999 and
continuing through the day of retirement of current President and Chief
Executive Officer of Employer, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇. Employee will report to the
Board of Directors of Employer and will continue to serve as a member of the
Board of Directors 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
Board of Directors 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 $550,000 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, by Employer's Compensation Committee, of not less than
$360,000, subject to proration for a partial year.
C. 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, including the benefits set forth in
Attachment B.
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.
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C. As of the Effective Date, Employee shall be granted options to
purchase 300,000 common shares of Employer under Employer's 1997 Long Term
Incentive Plan. The options will become exercisable as to 75,000 options on
the day preceding each of the first four anniversaries of the Effective Date.
In each year of this Agreement after 1999, Employee will be granted stock
options under Employer's 1997 Long Term Incentive Plan or any similar plan
made available to employees of Employer.
D. As of the Effective Date, Employee shall receive a restricted stock
award of 300,000 common shares of Employer. Such award shall be made under
Employer's 1997 Long Term Incentive Plan on the terms set forth in Attachment
A. The Restrictions shall lapse and be of no further force and effect on the
day preceding the fourth anniversary of the Effective Date.
E. In each year of this Agreement after 1999, Employee will be given a
Long Term Incentive target under Employer's 1997 Long Term Incentive Plan.
In no event will the value of Executive's long term incentives (stock options
and performance shares) for any year, as determined by Employer's
Compensation Committee, be less than $750,000.
F. As long as Employee remains employed under this Agreement, Employee
shall be entitled to participate in Employer's Pension Program.
G. Employer will immediately seek the consent of Convergys Corporation
to accelerate the lapse of restrictions on the Convergys Corporation
Restricted Shares, resulting from an award by Employer of 25,000 of its
shares on June 9, 1997, effective on the date on which the Employer
distributes to its shareholders all of the common shares of Convergys
Corporation owned by Employer.
7. CONFIDENTIALITY. Employer and its Affiliates are engaged in the
telecommunications industry within the U.S. 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
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Employer, 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 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
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pursue in court or before any administrative agency (herein "claim"), and
waives all right to ▇▇▇ the other party.
(i) This agreement to arbitrate and any resulting arbitration
award are enforceable under and subject to the Federal Arbitration Act, 9
U.S.C. Section 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) (a) All of a party's claims must be presented at a single
arbitration hearing. Any claim not raised at the arbitration hearing is
waived and released. The arbitration hearing will take place in Cincinnati,
Ohio.
(b) 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.
(c) 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.
(d) The arbitrator will be selected from a panel of
arbitrators chosen by the AAA in White Plains, New York. After the filing of
a Request for Arbitration, the AAA will send simultaneously to Employer and
Employee an identical list of names of five persons chosen from the panel.
Each party will 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.
(e) Any pre-hearing disputes will be presented to the
arbitrator for expeditious, final and binding resolution.
(f) The award of the arbitrator will be in writing and will
set forth each issue considered and the arbitrator's finding of fact and
conclusions of law as to each such issue.
(g) The remedy and relief that may be granted by the
arbitrator to Employee are limited to lost wages, benefits, cease and desist
and affirmative relief, compensatory, liquidated and punitive damages and
reasonable attorney's fees, and will not include reinstatement or promotion.
If the arbitrator would have awarded reinstatement or promotion, but for the
prohibition in this Agreement, the arbitrator may award front pay. The
arbitrator may assess to either party, or split, the arbitrator's fee and
expenses and the cost of the transcript, if any, in accordance with the
arbitrator's determination of the merits of each party's position, but each
party will bear any cost for its witnesses and proof.
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(h) Employer and Employee recognize that a primary benefit
each derives from arbitration is avoiding the delay and costs normally
associated with litigation. Therefore, neither party will be entitled to
conduct any discovery prior to the arbitration hearing except that: (i)
Employer will furnish Employee with copies of all non-privileged documents in
Employee's personnel file; (ii) if the claim is for discharge, Employee will
furnish Employer with records of earnings and benefits relating to Employee's
subsequent employment (including self-employment) and all documents relating
to Employee's efforts to obtain subsequent employment; (iii) the parties will
exchange copies of all documents they intend to introduce as evidence at the
arbitration hearing at least 10 days prior to such hearing; (iv) Employee
will be allowed (at Employee's expense) to take the depositions, for a period
not to exceed four hours each, of two representatives of Employer, and
Employer will be allowed (at its expense) to depose Employee for a period not
to exceed four hours; and (v) Employer or Employee may ask the arbitrator to
grant additional discovery to the extent permitted by AAA rules upon a
showing that such discovery is necessary.
(i) Nothing herein will prevent either party from taking the
deposition of any witness where the sole purpose for taking the deposition is
to use the deposition in lieu of the witness testifying at the hearing and
the witness is, in good faith, unavailable to testify in person at the
hearing due to poor health, residency and employment more than 50 miles from
the hearing site, conflicting travel plans or other comparable reason.
(iii) Arbitration must be requested in writing no later than 6
months from the date of the party's knowledge of the matter disputed by the
claim. A party's failure to initiate arbitration within the time limits
herein will be considered a waiver and release by that party with respect to
any claim subject to arbitration under this Agreement.
(iv) Employer and Employee consent that judgment upon the
arbitration award may be entered in any federal or state court that has
jurisdiction.
(v) Except as provided in Section 10.A., neither party will
commence or pursue any litigation on any claim that is or was subject to
arbitration under this Agreement.
(vi) All aspects of any arbitration procedure under this Agreement,
including the hearing and the record of the proceedings, are confidential and
will not be open to the public, except to the extent the parties agree
otherwise in writing, or as may be appropriate in any subsequent proceedings
between the parties, or as may otherwise be appropriate in response to a
governmental agency or legal process.
11. COVENANT NOT TO COMPETE. For purposes of this Section 11 only, the term
"Employer" shall mean, collectively, Employer and each of its Affiliates.
During the two-year period following termination of Employee's employment
with Employer for any reason (or if this period is unenforceable by law, then
for such period as shall be enforceable) Employee will not engage in any
business offering services related to the
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current business of Employer, whether as a principal, partner, joint venture,
agent, employee, salesman, consultant, director or officer, where such
position would involve Employee in any business activity in competition with
Employer. This restriction will be limited to the geographical area where
Employer is then engaged in such competing business activity or to such other
geographical area as a court shall find reasonably necessary to protect the
goodwill and business of the Employer.
During the two-year period following termination of Employee's
employment with Employer for any reason (or if this period is unenforceable
by law, then for such period as shall be enforceable) Employee will not
interfere with or adversely affect, either directly or indirectly, Employer's
relationships with any person, firm, association, corporation or other entity
which is known by Employee to be, or is included on any listing to which
Employee had access during the course of employment as a customer, client,
supplier, consultant or employee of Employer and that Employee will not
divert or change, or attempt to divert or change, any such relationship to
the detriment of Employer or to the benefit of any other person, firm,
association, corporation or other entity.
During the two-year period following termination of Employee's
employment with Employer for any reason (or if this period is unenforceable
by law, then for such period as shall be enforceable) Employee shall not,
without the prior written consent of Employer, accept employment, as an
employee, consultant, or otherwise, with any company or entity which is a
customer or supplier of Employer at any time during the final year of
Employee's employment with Employer.
Employee will not, during or at any time within three years after the
termination of Employee's employment with Employer, induce or seek to induce,
any other employee of Employer to terminate his or her employment
relationship with Employer.
12. GOODWILL. Employee will not disparage Employer or any of its Affiliates
in any way which could adversely affect the goodwill, reputation and business
relationships of Employer or any of its Affiliates with the public generally,
or with any of their customers, suppliers or employees. Employer will not
disparage Employee.
13. TERMINATION.
A. (i) Employer or Employee may terminate this Agreement upon
Employee's failure or inability to perform the services required hereunder
because of any physical or mental infirmity for which Employee receives
disability benefits under any disability benefit plans made available to
Employee by Employer (the "Disability Plans"), over a period of one hundred
twenty consecutive working days during any twelve consecutive month period (a
"Terminating Disability").
(ii) If Employer or Employee elects to terminate this Agreement in
the event of a Terminating Disability, such termination shall be effective
immediately upon the giving of written notice by the terminating party to the
other.
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(iii) Upon termination of this Agreement on account of
Terminating Disability, Employer shall pay Employee Employee's accrued
compensation hereunder, whether Base Salary, Bonus or otherwise (subject to
offset for any amounts received pursuant to the Disability Plans), to the
date of termination. For as long as such Terminating Disability may exist,
Employee shall continue to be an employee of Employer for all other purposes
and Employer shall provide Employee with disability benefits and all other
benefits according to the provisions of the Disability Plans and any other
Employer plans in which Employee is then participating.
(iv) If the parties elect not to terminate this Agreement upon an
event of a Terminating Disability and Employee returns to active employment
with Employer prior to such a termination, or if such disability exists for
less than one hundred twenty consecutive working days, the provisions of this
Agreement shall remain in full force and effect.
B. This Agreement terminates immediately and automatically on the
death of the Employee, provided, however, that the Employee's estate shall be
paid Employee's accrued compensation hereunder, whether Base Salary, Bonus or
otherwise, to the date of death.
C. Employer may terminate this Agreement immediately, upon written
notice to Employee, for Cause. For purposes of this Agreement, Employer
shall have "Cause" to terminate this Agreement only if Employer's Board of
Directors determines that there has been fraud, misappropriation or
embezzlement on the part of Employee.
D. Employer may terminate this Agreement immediately, upon written
notice to Employee, for any reason other than those set forth in Sections
13.A., B. and C.; provided, however, that Employer shall have no right to
terminate under this Section 13.D. within two years after a Change in
Control. In the event of a termination by Employer under this Section
13.D., Employer shall, within five days after the termination, pay Employee
an amount equal to the greater of (i) two times the sum of the annual Base
Salary rate in effect at the time of termination plus the Bonus target in
effect at the time of termination or (ii) if the Current Term is longer than
two years, the sum of the Base Salary for the remainder of the Current Term
(at the rate in effect at the time of termination) plus the Bonus targets (at
the amount in effect at the time of termination) for each calendar year
commencing or ending during the remainder of the Current Term (subject to
proration in the case of any calendar year ending after the Current Term).
For the remainder of the Current Term, Employer shall continue to provide
Employee with medical, dental, vision and life insurance coverage comparable
to the medical, dental, vision and life insurance coverage in effect for
Employee immediately prior to the termination; and, to the extent that
Employee would have been eligible for any post-retirement medical, dental,
vision or life insurance benefits from Employer if Employee had continued in
employment through the end of the Current Term, Employer shall provide such
post-retirement benefits to Employee after the end of the Current Term. For
purposes of any stock option or restricted stock grant outstanding
immediately prior to
8
the termination, Employee's employment with Employer shall not be deemed to
have terminated until the end of the Current Term. In addition, Employee
shall be entitled to receive, as soon as practicable after termination, an
amount equal to the sum of (i) any forfeitable benefits under any qualified
or nonqualified pension, profit sharing, 401(k) or deferred compensation plan
of Employer or any Affiliate which would have vested prior to the end of the
Current Term if Employee's employment had not terminated plus (ii) if
Employee is participating in a qualified or nonqualified defined benefit plan
of Employer or any Affiliate at the time of termination, an amount equal to
the present value of the additional vested benefits which would have accrued
for Employee under such plan if Employee's employment had not terminated
prior to the end of the Current Term and if Employee's annual Base Salary and
Bonus target had neither increased nor decreased after the termination. For
purposes of this Section 13.D., "Current Term" means the longer of (i) the
two year period beginning at the time of termination or (ii) the unexpired
term of this Agreement at the time of the termination, determined as provided
in Section 2 but assuming that there is no automatic extension of the
Agreement term after the termination. For purposes of this Section 13.D. and
Section 13.E., "Change in Control" means a change in control as defined in
Employer's 1997 Long Term Incentive Plan.
E. This Agreement shall terminate automatically in the event that there
is a Change in Control and either (i) Employee elects to resign within 90
days after the Change in Control or (ii) Employee's employment with Employer
is actually or constructively terminated by Employer within two years after
the Change in Control for any reason other than those set forth in Sections
13.A., B. and C. For purposes of the preceding sentence, a "constructive"
termination of Employee's employment shall be deemed to have occurred if,
without Employee's consent, there is a material reduction in Employee's
authority or responsibilities or if there is a reduction in Employee's Base
Salary or Bonus target from the amount in effect immediately prior to the
Change in Control or if Employee is required by Employer to relocate from the
city where Employee is residing immediately prior to the Change in Control.
In the event of a termination under this Section 13.E., Employer shall pay
Employee an amount equal to three times the sum of the annual Base Salary
rate in effect at the time of termination plus the Bonus target in effect at
the time of termination, all stock options shall become immediately
exercisable (and Employee shall be afforded the opportunity to exercise
them), the restrictions applicable to all restricted stock shall lapse and
any long term awards shall be paid out at target. For the remainder of the
Current Term, Employer shall continue to provide Employee with medical,
dental, vision and life insurance coverage comparable to the medical, dental,
vision and life insurance coverage in effect for Employee immediately prior
to the termination; and, to the extent that Employee would have been
eligible for any post-retirement medical, dental, vision or life insurance
benefits from Employer if Employee had continued in employment through the
end of the Current Term, Employer shall provide such post-retirement
benefits to Employee after the end of the Current Term. Employee's accrued
benefit under any nonqualified pension or deferred compensation plan
maintained by Employer or any Affiliate shall become immediately vested and
nonforfeitable and Employee also shall be entitled to receive a payment equal
to the sum of (i) any forfeitable benefits under any qualified pension or
profit sharing or 401(k) plan maintained by Employer or any Affiliate plus
(ii) if
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Employee is participating in a qualified or nonqualified defined benefit plan
of Employer or any Affiliate at the time of termination, an amount equal to
the present value of the additional benefits which would have accrued for
Employee under such plan if Employee's employment had not terminated prior to
the end of the Current Term and if Employee's annual Base Salary and Bonus
target had neither increased nor decreased after the termination. Finally, to
the extent that Employee is deemed to have received an excess parachute
payment by reason of the Change in Control, Employer shall pay Employee an
additional sum sufficient to pay (i) any taxes imposed under section 4999 of
the Code plus (ii) any federal, state and local taxes applicable to any taxes
imposed under section 4999 of the Code. For purposes of this Section 13.E.,
"Current Term" means the longer of (i) the three year period beginning at the
time of termination or (ii) the unexpired term of this Agreement at the time
of the termination, determined as provided in Section 2 but assuming that
there is no automatic extension of the Agreement term after the termination.
F. Employee may resign upon 60 days' prior written notice to Employer.
In the event of a resignation under this Section 13.F., this Agreement shall
terminate and Employee shall be entitled to receive Employee's Base Salary
through the date of termination, any Bonus earned but not paid at the time of
termination and any other vested compensation or benefits called for under
any compensation plan or program of Employer.
G. Employee may retire (a) upon one year's prior written notice to
Employer at any time after Employee has attained age 55 and completed at
least ten years of service with Employer and its Affiliates or (b) on such
earlier date as may be approved by the Board of Directors of Employer. In
the event of a retirement under this Section 13.G., this Agreement shall
terminate and Employee shall be entitled to receive Employee's Base Salary
through the date of termination and any Bonus earned but not paid at the time
of termination. In addition, Employee shall be entitled to receive any
compensation or benefits made available to retirees under Employer's standard
policies and programs, including retiree medical and life insurance benefits,
a prorated Bonus for the year of termination, and the right to exercise
options after retirement.
H. Upon termination of this Agreement as a result of an event of
termination described in this Section 13 and except for Employer's payment of
the required payments under this Section 13 (including any Base Salary
accrued through the date of termination, any Bonus earned for the year
preceding the year in which the termination occurs and any nonforfeitable
amounts payable under any employee plan), all further compensation under this
Agreement shall terminate.
I. The termination of this Agreement shall not amend, alter or modify the
rights and obligations of the parties under Sections 7, 8, 9, 10, 11, and 12
hereof, the terms of which shall survive the termination of this Agreement.
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14. ASSIGNMENT. As this is an agreement for personal services involving a
relation of confidence and a trust between Employer and Employee, all rights
and duties of Employee arising under this Agreement, and the Agreement
itself, are non-assignable by Employee.
15. NOTICES. Any notice required or permitted to be given under this
Agreement shall be sufficient, if in writing, and if delivered personally or
by certified mail to Employee at Employee's place of residence as then
recorded on the books of Employer or to Employer at its principal office.
16. WAIVER. No waiver or modification of this Agreement or the terms
contained herein shall be valid unless in writing and duly executed by the
party to be charged therewith. The waiver by any party hereto of a breach of
any provision of this Agreement by the other party shall not operate or be
construed as a waiver of any subsequent breach by such party.
17. GOVERNING LAW. This agreement shall be governed by the laws of the
State of Ohio.
18. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties with respect to Employee's employment by Employer. There are no
other contracts, agreements or understandings, whether oral or written,
existing between them except as contained or referred to in this Agreement.
19. SEVERABILITY. In case any one or more of the provisions of this
Agreement is held to be invalid, illegal, or unenforceable in any respect,
such invalidity, illegality, or other enforceability shall not affect any
other provisions hereof, and this Agreement shall be construed as if such
invalid, illegal, or unenforceable provisions have never been contained
herein.
20. SUCCESSORS AND ASSIGNS. Subject to the requirements of Paragraph 14
above, this Agreement shall be binding upon Employee, Employer and Employer's
successors and assigns.
21. CONFIDENTIALITY OF AGREEMENT TERMS. The terms of this Agreement shall
be held in strict confidence by Employee and shall not be disclosed by
Employee to anyone other than Employee's spouse, Employee's legal counsel,
and Employee's other advisors, unless required by law. Further, except as
provided in the preceding sentence, Employee shall not reveal the existence
of this Agreement or discuss its terms with any person (including but not
limited to any employee of Employer or its Affiliates) without the express
authorization of the Board of Directors of Employer. To the extent that the
terms of this Agreement have been disclosed by Employer, in a public filing
or otherwise, the confidentiality requirements of this Section 21 shall no
longer apply to such terms.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
CINCINNATI ▇▇▇▇ INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------ ------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ - Chairman of the Board Date
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------------ ------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ - President & CEO Date
EMPLOYEE
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
------------------------------------ ------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ Date
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Attachment B
EMPLOYEE BENEFITS
Automobile Allowance Employer provided leased vehicle or
$850/mo
Cellular Telephone Yes
Executive Deferred Compensation Plan Yes
Group Accident Life $500,000
Legal/Financial/Insurance Allowance $10,000 per year
Parking Yes
Business Club Memberships Up to 3
Annual Physical Yes
Short Term Disability Supplement Yes
Travel Insurance (Spouse) $50,000
Vacation 5 weeks per year
