2009 Form of Time-Based Restricted Stock Unit Award Agreement of Employees



 Exhibit 10.45 to 2009 10-K 
 TIME-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
time-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”) indicated on your Notice of Time-Based Restricted Stock Unit Award form (“Notice of Award”) 30 days following the Vest Date indicated on your Notice of
Award. 
 2. Forfeiture of Award. 
  

	 	a.	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 prior to the Vest Date for any reason other than death, disability, or involuntary termination without cause. For purposes of this Agreement: 

  

	 	(i)	“disability” has the same meaning as in the Company’s long-term disability plan; and 

  

	 	(ii)	“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. 

  

	 	b.	 If the Company determines that you engaged in any Detrimental Activity during your employment with Convergys Corporation or during the two-year period
following the termination of such employment for any reason, (i) to the extent all or some of the Shares subject to this award have not yet been delivered, your right to receive such Shares shall be forfeited and (ii) to the extent that
Shares have been delivered to you pursuant to this award, the Company, in its sole discretion, may require you to pay back to it an amount equal to the income recognized for federal income tax purposes, as reflected on form W-2, by reason of the
issuance of such Shares to you, provided that such Shares were delivered within the six-month period immediately preceding the termination of your employment or following your termination. For purposes of this Section 2b, “Detrimental
Activity” shall include: (1) disclosing proprietary, confidential or trade secret information; (2) becoming involved in any business activity in competition with Convergys Corporation in the geographical area where Convergys
Corporation is engaged in such business activity; (3) interfering with Convergys Corporation’s relationships



  


			
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with any person or entity or attempting to divert or change any such relationship to the detriment of Convergys Corporation or the benefit of any other person or entity; (4) failing to
disclose and assign to Convergys Corporation any ideas, inventions, discoveries and other developments conceived by you during your employment, whether or not during working hours, which are within the scope of or related to Convergys
Corporation’s existing or planned business activities; (5) disparaging or acting in any manner which may damage the business of Convergys Corporation or which would adversely affect the goodwill, reputation or business relationships of
Convergys Corporation; (6) inducing any employee of Convergys Corporation to terminate his or her employment relationship with Convergys Corporation; or (7) taking or retaining without authorization any property of Convergys Corporation.
Convergys Corporation shall be entitled to set-off against any payment called for under this paragraph any amount otherwise owed to you by the Company. Nothing in this Section is intended to super cede or otherwise affect any Non-Disclosure and
Non-Competition agreement or other employment-related agreement between you and Convergys Corporation. References to Convergys Corporation in this paragraph shall include all direct and indirect subsidiaries of Convergys Corporation.



 3. Death, Disability, and Involuntary Termination Without Cause. If you cease to be an employee of
the Company and its affiliates due to (I) death, (II) disability, or (III) involuntary termination without cause (except as may be otherwise provided under the terms of an employment agreement), then the number of Shares that are covered by
this award shall be automatically reduced to a number of Shares (the “Adjusted Shares”) that bears the same ratio to the total number of Shares covered by the award as the number of full calendar months from the first day of the calendar
year in which the award was granted through the date of termination of employment bears to 36. The remaining Shares shall be forfeited automatically and without further notice as of the date of your termination of employment. The number of Adjusted
Shares covered by this award will be delivered 30 days following your termination. 
 4. Rights as a Shareholder. You
shall not have any rights as a shareholder of the Company with respect to any Shares that may be deliverable hereunder unless and until such Shares have been delivered to you. 
 5. Transferability. Your right to receive the Shares shall not be transferable nor assignable by you other than by will or by the laws
of descent and distribution. 
 6. Tax Withholding. In connection with the delivery of Shares to you, the Company will
withhold or cause to be withheld from your salary payments or other sources such amounts of tax at such times as may be required by law to be withheld with respect to the Shares, provided that if your salary or such other sources are not sufficient
for such purpose, you shall remit to the Company, on request, the amount required for such withholding taxes. In the alternative, you may elect, in accordance with applicable rules and procedures, to surrender your right to receive the number of
Shares necessary to cover the required tax withholding obligation. 
  


			
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 7. No Employment Contract. Nothing contained in this Agreement shall confer upon you
any right with respect to continuance of employment by the Company or any subsidiary, nor limit or affect in any manner the right of the Company or any subsidiary to terminate your employment or adjust your compensation. 
 8. Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws;
provided, however, notwithstanding any other provision of this Agreement, the Shares shall not be delivered if the delivery thereof would result in a violation of any such law. This award is designed to be exempt from the provisions of
Section 409A of the Code as a short term deferral. This award shall be construed, administered, and governed in a manner that effects such intent, provided that the Company does not represent or guarantee that any particular federal
or state income, estate, payroll, or other tax consequences will occur because of this award and the compensation provided hereunder. In the event that any other agreement serves to modify this award in a manner that causes the award to not be
exempt from Section 409A as a short term deferral, any issuance of Stock to a “specified employee” within the meaning of Treas. Reg. 1.409A-1(i) (or any successor thereto) on account of termination of employment shall be made six
months after the date of termination, and termination of employment shall not be considered to occur until there is a termination of employment within the meaning of Treasury Regulation Section 1.409(h)(1)(ii), where the Employee’s
services permanently decrease to less than 50% of the average level of services performed over the preceding 36 month period.
 9. Amendments. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect your rights under this
Agreement without your consent. Notwithstanding the forgoing, to the extent necessary to preserve the Company’s federal tax deduction that would otherwise be denied due to Section 162(m) of the Internal Revenue Code (applicable only to
certain top senior executives), the Company may elect (without your consent) to delay delivery of your award shares until 30 days following your termination of employment. If the Company so elects to delay payment, all other deferred compensation
payments for the year that would be nondeductible under 162(m) will also be delayed to avoid negative tax consequences to you. 
 10. Severability. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other
provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable. 
 11. Relation to
Plan. This Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. Capitalized terms used herein without definition shall have
the meanings assigned to them in the Plan. The Compensation Committee acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein, have the right to determine any questions which arise in
connection with the grant of this award. 
 12. Successors and Assigns. Without limiting Section 5 hereof, the
provisions of this Agreement shall inure to the benefit of, and be binding upon, your successors, administrators, heirs, legal representatives and assigns, and the successors and assigns of the Company. 
  


			
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 13. Governing Law. The interpretation, performance, and enforcement of this Agreement
shall be governed by the laws of the State of Ohio, without giving effect to the principles of conflict of laws thereof. 
  


			
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