EMPLOYMENT AGREEMENT
This Agreement is made as of the Effective Date between Cincinnati Xxxx
Inc., an Ohio corporation ("Employer"), and Xxxxx X. Xxxxxx ("Employee"). For
purposes of this Agreement, "Effective Date" means 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 Xxxx Telephone Company
dated December 9, 1997, as amended on January 14, 1998, 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. Employee will serve as Chief Financial Officer of Employer or in such
other equivalent capacity as may be designated by the President of Employer.
Employee will report to the President or Chief Operating Officer of Employer, as
the President of Employer may direct.
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
President 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
$230,000 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 $105,000, 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.
C. As of the Effective Date, Employee shall be granted options to
purchase 30,000 common shares of Employer under Employer's 1997 Long Term
Incentive Plan. In each year of this Agreement after 1998, Employee will be
granted stock options under
2
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 50,000 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.
E. In each year of this Agreement after 1998, 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 $130,000.
F. As long as Employee remains employed under this Agreement, Employee
shall be entitled to participate in Employer's Pension Program.
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 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
3
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 pursue in court or before any
administrative agency (herein "claim"), and waives all right to xxx 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.
4
(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.
(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
5
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 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
6
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.
(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
7
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 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
8
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 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
9
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 six months' 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 President 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.
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
10
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 President 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
CINCINNATI XXXX INC.
By:
-------------------------------------
EMPLOYEE
/s/ Xxxxx X. Xxxxxx
----------------------------------------
Xxxxx X. Xxxxxx
11
Attachment B
EMPLOYEE BENEFITS
Automobile Allowance $850 per month
Cellular Telephone Yes
Executive Deferred Compensation Plan Yes
Group Accident Life $500,000
Legal/Financial/Insurance Allowance $7,500 per year
Parking Yes
Annual Physical Yes
Short Term Disability Supplement Yes
Travel Insurance (Spouse) $50,000
Vacation 5 weeks per year
