Agreement by and between Convergys Corporation and JANA Partners LLC



 Exhibit 10.1 
 EXECUTION VERSION 
 AGREEMENT 
 This Agreement dated February 4, 2009 is by and among JANA Partners LLC (“JANA”) and Convergys Corporation (the
“Company”). In consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows: 
 Section 1. Representations and Warranties of the Company. The Company hereby represents and warrants to JANA
that this Agreement has been duly authorized, executed and delivered by the Company, and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. 
 Section 2. Representations and Warranties of JANA. JANA represents and warrants to the Company that this Agreement has been duly authorized,
executed and delivered by JANA, and is a valid and binding obligation of JANA, enforceable against JANA in accordance with its terms. JANA hereby represents and warrants to the Company that it and its Affiliates and Associates (as such terms are
hereinafter defined) are the “beneficial owners” (as such term is hereinafter defined) of the number of shares of the Company’s common stock (“Shares”) and Derivative Instruments (as such term is hereinafter defined)
set forth on Schedule A with respect to JANA and such Affiliates and Associates, and that none of JANA or any of its Affiliates or Associates beneficially own, or have any rights, options or agreements to acquire or vote, any other Shares or
Derivative Instruments. None of JANA or any of its Affiliates or Associates beneficially own, or have any rights, options or agreements to acquire any debt securities of the Company. 
 Section 3. Board Nomination and Other Company Matters. (a) In accordance with the Ohio General Corporation Law, the Company’s
Amended Articles of Incorporation and the Company’s Regulations, the Company will appoint to the Company’s board of directors (the “board of directors”) (1) as a Class II director, a senior executive of JANA designated by
JANA and set forth on Schedule B hereto, (2) as a Class I director, an Independent (as defined in Section 7 below) designated by JANA and reasonably acceptable to the Governance and Nominating Committee of the Company’s board
of directors (the “Governance and Nominating Committee”) and set forth on Schedule B hereto and (3) as a Class III director, an Independent jointly selected (from among candidates proposed in good faith by either or both
parties) in good faith, and reasonably acceptable to each of, JANA and the Governance and Nominating Committee (the persons in clauses (1)-(3) collectively, the “2009 Designees). The parties shall use good faith efforts to reach
agreement promptly with respect to the 2009 Designee referred to in clause (a)(3) of this Section, and in any event within twenty business days of the execution of this Agreement or as soon as reasonably practicable thereafter. Each of the
appointments described in the preceding sentence will be made, in accordance with the Company’s Governance Principles, a copy of which has previously been provided to JANA (the “Governance Principles”), promptly after
(i) in the case of the 2009 Designee referred to in clause (a)(3) of this Section, such 2009 Designee has been identified, and (ii) for all 2009 Designees, the condition to his or her appointment set forth in the second succeeding sentence
has been satisfied, provided that this condition shall be waived if the Company does not take all necessary action to enable such individual to comply with such condition reasonably promptly following the date such individual is identified and









 
agreed upon, in each case, if applicable. The size of the board of directors will be increased by one as each such appointment is made, for a total increase
of three directorships. As a condition to each such 2009 Designee’s appointment or election to the Company’s board of directors, each 2009 Designee shall agree to comply with all policies, code of conduct and code of ethics applicable to
all of the Company’s directors and to provide information regarding such 2009 Designee that is required to be disclosed for candidates for directors and directors in a proxy statement under the federal securities laws or applicable New York
Stock Exchange rules and regulations, information required by the Governance Principles to be submitted in connection with shareholder director nominations and such other customary information as reasonably and promptly requested by the Company with
respect to Company nominees. The parties also agree to observe the procedures set forth on Schedule C at meetings of the board of directors. If JANA and its Affiliates and Associates shall be in compliance with the restrictions set forth in
Section 4 through the time of the Company’s 2009 annual meeting of shareholders (provided that, subject to Section 9(d), and solely with respect to inadvertent, non-intentional non-compliance, JANA shall have five business days
following written notice from the Company of non-compliance to remedy such non-compliance if capable of remedy; it being understood that any non-compliance that is not inadvertent or is intentional shall not be subject to such five-business-day cure
period) and JANA and its Affiliates and Associates collectively beneficially own at least 10% of the outstanding Shares through the date of such meeting, the Company agrees to nominate the 2009 Designee who is a member of Class II for election as a
director of the Company and to use at least the same efforts to cause the election of such 2009 Designee at the Company’s 2009 annual meeting of shareholders as the Company uses with respect to the election or re-election of any other person
nominated for election or re-election by the Company at such meeting; provided that as a condition to such nomination, such 2009 Designee shall execute a letter agreement with the Company in which such person agrees to resign effective as of
the earlier to occur of (i) the Company’s 2011 annual meeting of shareholders and (ii) following the expiration of the Standstill Period, the taking of any action by JANA or its Affiliates or Associates which would violate
Section 4 hereof had such action taken place prior to the expiration of the Standstill Period. If JANA and its Affiliates and Associates shall be in compliance with the restrictions set forth in Section 4 through the time of the
Company’s 2010 annual meeting of shareholders (provided that, subject to Section 9(d), and solely with respect to inadvertent, non-intentional non-compliance, JANA shall have five business days following written notice from the
Company of non-compliance to remedy such non-compliance if capable of remedy; it being understood that any non-compliance that is not inadvertent or is intentional shall not be subject to such five-business-day cure period) and JANA and its
Affiliates and Associates collectively beneficially own at least 5% of the outstanding Shares through the date of such meeting, the Company agrees to nominate the 2009 Designee who is a member of Class III for election as a director of the Company
and to use at least the same efforts to cause the election of such 2010 Designee at the Company’s 2010 annual meeting of shareholders as the Company uses with respect to the election or re-election of any other person nominated for election or
re-election by the Company at such meeting. 
 (b) If JANA delivers a notice in writing to the Company after November 30, 2009 and on or
prior to January 1, 2010 requesting that the Company comply with this Section 3(b) and each of JANA and its Affiliates and Associates is in compliance with the restrictions set forth in Section 4 through the date of the appointment
(provided that, subject to Section 9(d), and solely with respect to inadvertent, non-intentional non-compliance, JANA shall have five business 

  

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days following written notice from the Company of non-compliance to remedy such non-compliance if capable of remedy; it being understood that any
non-compliance that is not inadvertent or is intentional shall not be subject to such five-business-day cure period) and JANA and its Affiliates and Associates collectively beneficially own at least 5% of the outstanding Shares through such date of
appointment, in accordance with the Ohio General Corporation Law, the Company’s Amended Articles of Incorporation and the Company’s Regulations, the Company shall no later than the date that is thirty business prior to the Company’s
2010 annual meeting, (1) increase the size of the board of directors by two seats and (2) appoint (i) as a Class I director, an Independent designated by JANA and reasonably acceptable to the Governance and Nominating Committee and
(ii) as a Class III director, an Independent jointly selected jointly selected (from among candidates proposed in good faith by either or both parties) in good faith, and reasonably acceptable to each of, JANA and the Governance and Nominating
Committee, to fill the newly-created seats (collectively, the “2010 Designees”). The parties shall use good faith efforts to reach agreement promptly with respect to the 2010 Designee referred to in clause (b)(2)(ii) of this
Section, and in any event within twenty business days of the delivery of such notice or as soon as reasonably practicable thereafter. If JANA and its Affiliates and Associates shall be in compliance with the restrictions set forth in Section 4
through the time of the Company’s 2010 annual meeting of shareholders (provided that, subject to Section 9(d), and solely with respect to inadvertent, non-intentional non-compliance, JANA shall have five business days following
written notice from the Company of non-compliance to remedy such non-compliance if capable of remedy; it being understood that any non-compliance that is not inadvertent or is intentional shall not be subject to such five-business-day cure period)
and JANA and its Affiliates and Associates collectively beneficially own at least 5% of the outstanding Shares through the date of such meeting, the Company agrees to nominate the 2010 Designee who is a member of Class III for election as a director
of the Company and to use at least the same efforts to cause the election of such 2010 Designee at the Company’s 2010 annual meeting of shareholders as the Company uses with respect to the election or re-election of any other person nominated
for election or re-election by the Company at such meeting. As a condition to each such 2010 Designee’s appointment or election to the Company’s board of directors, each 2010 Designee shall agree to comply with all policies, code of
conduct and code of ethics applicable to all of the Company’s directors and to provide information regarding such 2010 Designee that is required to be disclosed for candidates for directors and directors in a proxy statement under the federal
securities or applicable New York Stock Exchange rules and regulations, information required by the Governance Principles to be submitted in connection with shareholder director nominations and such other customary information as reasonably and
promptly requested by the Company with respect to Company nominees. 
 (c) If at any time during the Standstill Period, any of the JANA
Selectees is or becomes unwilling or unable to serve as a nominee or, following such person’s appointment or election, as a director of the Company, upon the delivery of the resignation (or if later, effective date of such resignation) of such
JANA Selectee from the board of directors, JANA shall be entitled to designate a replacement nominee or director, as the case may be, which replacement nominee or director shall meet the same requirements and be selected in the same manner as was
applicable to the nominee or director being replaced, and such person shall be appointed to the board of directors to serve the unexpired term of such JANA Selectee, and shall thereafter be deemed a JANA Selectee for purposes of this Agreement and
be entitled to the same rights and 

  

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subject to the same requirements under this Agreement applicable to the resigning JANA Selectee prior to his resignation. If at any time during the
Standstill Period, any 2009 Designee or 2010 Designee who is not a JANA Selectee is or becomes unwilling or unable to serve as a nominee or, following such person’s appointment or election, as a director of the Company, upon the delivery of the
resignation (or if later, effective date of such resignation) of such 2009 Designee or 2010 Designee from the board of directors, the Company shall appoint an Independent jointly selected (from among candidates proposed in good faith by either or
both parties) in good faith, and reasonably acceptable to each of, JANA and the Governance and Nominating Committee, to serve the unexpired term of such 2009 Designee or 2010 Designee, as applicable. In such case, the parties shall use good faith
efforts to reach agreement promptly with respect to such Independent, and in any event within twenty business days of the receipt of notice of such unwillingness or inability or resignation, or as soon as reasonably practicable thereafter.

 (d) Other than for vacancies filled pursuant to Section 3(c), during the Standstill Period, the Company shall not fill any vacancy
occurring on the board of directors if after filling such vacancy the board of directors would have more than 14 members. The Company shall not take any action to increase the size of the board of directors during the Standstill Period other than as
set forth in this Agreement, unless following such increase the board of directors shall have no more than fourteen members. The foregoing notwithstanding, nothing in this paragraph or this agreement shall prevent the Company from appointing its
chief executive officer to the board of directors even if such appointment results in the number of directors exceeding fourteen unless the absence of the chief executive officer from the board of directors results from the resignation from the
board of directors by such chief executive officer or his or her predecessor followed by the filling of the vacancy created thereby by the board of directors with an individual who is not the chief executive officer of the Company. 
 (e) The Company shall appoint the JANA Selectee referred to in Section 3(a)(1) who is a senior executive of JANA to any committee of the board of
directors now existing or formed in the future the primary purpose of which committee is to review the strategic direction or operational performance of the Company, such appointment to be made promptly following such 2009 Designee’s
appointment, or if no such committee now exists but is formed hereafter, promptly following such formation; provided that the service of any JANA Selectee on any such committee shall cease immediately, and any such JANA Selectee shall resign
from any such committee effective immediately upon the expiration of the Standstill Period, unless otherwise determined by the board of directors in its sole discretion. It is understood by the parties that committees of the board of directors,
including but not limited to the executive committee of the board of directors, which have the power to review strategic direction or operational performance of the Company but were not formed primarily for such purpose and have not been assigned
such primary purpose after January 21, 2008 shall not be subject to the preceding sentence. It is the understood by the parties that only the board of directors, and not any committee thereof, has the power to designate or change the purpose of
a committee of the board of directors. In the event of the replacement as set forth in Section 3(c) of any director appointed to a committee pursuant to this Section 3(e), his or her successor shall be promptly appointed to the committee
seat vacated by such former director to serve until the end of the Standstill Period. 
  

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 (f) The Company agrees that, until the earlier of (1) the expiration of the Standstill Period and
(2) such time as any Section 3(f) Person (as defined below) makes any statement that would be in violation of Section 4(a)(E) if made by JANA, it will not make, or cause to be made, or in any way encourage any other person to make or
cause to be made, any statement or announcement that relates to and constitutes an ad hominem attack on, or relates to and otherwise disparages, JANA, any of its officers or directors or any person who has served as an officer or director of JANA
(such persons, “Section 3(f) Persons”): (A) in any document or report filed with or furnished to the SEC or any other governmental agency, (B) in any press release or other publicly available format, or (C) to any
journalist or member of the media (including without limitation, in a television, radio, newspaper or magazine interview). 
 (g) Within 30
days of the date of this Agreement, the Company shall amend the Rights Agreement, dated as of November 30, 1998, between the Company and Computershare Trust Company, N.A. (as successor for the Fifth Third Bank, N.A.), as amended (the
“Rights Agreement”), to increase the thresholds set forth in Sections 1(a) and 3(a) of the Rights Agreement to 20%. 
 Section 4. Standstill. (a) JANA agrees that, from the date of this Agreement until the date that is the earliest of (1) the date that is six months after the date of the conclusion of the Company’s 2010 annual
meeting of shareholders, (2) December 31, 2010 and (3) thirty (30) calendar days prior to any applicable deadline by which a shareholder must give notice to the Company of its intention to nominate a director for election at the
Company’s 2011 annual meeting of shareholders under the Company’s Regulations or other applicable laws (such period, the “Standstill Period”), neither it nor any of its Affiliates or Associates will in any manner, directly
or indirectly: 
 (A) effect or seek (including, without limitation, entering into any discussions, negotiations, agreements or understandings
with any third person), offer or propose (whether publicly or otherwise) to effect, or cause or participate in, or in any way assist, facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to
effect or participate in, (1) any acquisition of any securities (or beneficial ownership thereof), rights or options to acquire any securities (or beneficial ownership thereof), or any assets or businesses, of the Company or any of its
subsidiaries; provided that JANA and its Affiliates and Associates may acquire beneficial ownership of Shares if upon such acquisition the aggregate beneficial ownership of Shares by JANA and its Affiliates and Associates would not at any
time be in excess of 19.9% of the number of Shares that are then outstanding, (2) any tender offer or exchange offer, merger, acquisition or other business combination, or other extraordinary transactions, involving the Company or any of its
subsidiaries, (3) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries, or (4) any solicitation of proxies or consents to vote any voting
securities of the Company with respect to the election of directors or any other proposal to be considered at the Company’s annual meeting or special meetings of shareholders or for the call of a special meeting of shareholders, or present,
conduct, participate or engage in any proposals or other type of referendum (binding or non-binding), including nominations for directors, for consideration at such annual meeting or special meetings of shareholders or for the call of a special
meeting of shareholders, provided that this clause shall not (A) restrict any JANA Selectee from, in his or her capacity as a member of the Company’s board of directors, expressing or advocating for his 

  

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views to other members of the board of directors or during board of directors meetings, provided that all such actions may not be directed to or observable
by persons who are not members of the board of directors unless approved by the board of directors, or prevent JANA from supporting the nomination and election of any JANA Selectee to the board of directors in accordance with this Agreement or
(B) prohibit participation in the transactions specified in clauses (2) and (3) in JANA’s or its Affiliates’ or Associates’ capacity as shareholders, but only if the Company’s board of directors has recommended
that the Company’s shareholders affirmatively accept, participate in, approve or otherwise support such transactions, and such recommendation has not been withdrawn; 
 (B) form or join in a partnership, limited partnership, syndicate or other group, including without limitation a group as defined under Section 13(d) of the Exchange Act, with respect to the Shares, or otherwise
support or participate in any effort by a third party, with respect to the matters set forth in (A), or deposit any Shares in a voting trust or subject any Shares to any voting agreement, other than solely with its Affiliates or Associates (which
Affiliates and Associates JANA shall cause to be subject to the same restrictions set forth herein as if they were parties hereto) with respect to the Shares now or hereafter owned by JANA or pursuant to this Agreement, except and only to the extent
that any of the 2009 Designees or 2010 Designees may be deemed to be members of a group with JANA or its Associates or Affiliates; 
 (C)
otherwise act, alone or in concert with others, to seek to control or influence the management, board of directors or policies of the Company, or, except as provided by Section 3(b) hereof, initiate or take any action to obtain representation
on the board of directors of the Company (other than in accordance with this Agreement, and in the case of a JANA Selectee, other than non-public actions taken in his or her capacity as a member on the board of directors); 
 (D) take any action which would, or would reasonably be expected to, force the Company to make a public announcement regarding any of the types of
matters set forth in (A) above; 
 (E) make, or cause to be made, or in any way encourage any other person to make or cause to be made,
any statement or announcement that relates to and constitutes an ad hominem attack on, or relates to and otherwise disparages, the Company, any of its officers or directors or any person who has served as an officer or director of the Company:
(A) in any document or report filed with or furnished to the Securities and Exchange Commission (the “SEC”) or any other governmental agency, (B) in any press release or other publicly available format, or (C) to any
journalist or member of the media (including without limitation, in a television, radio, newspaper or magazine interview); or 
 (F) enter
into any discussions or arrangements with any third party with respect to any of the foregoing or disclose publicly (in SEC filings or otherwise) any intention, plan or arrangement that is inconsistent with the foregoing. 
 (b) During the Standstill Period, JANA shall cause all Shares beneficially owned, directly or indirectly, by it, or by any of its Affiliates or
Associates (including without limitation all Shares beneficially owned as of the respective record dates for the 2009 and 2010 

  

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annual meetings of shareholders and as of the record dates for any special meeting of shareholders), to be present for quorum purposes and to be voted, at
such meetings or at any adjournments or postponements thereof, in favor of the directors nominated by the board of directors (which shall include the applicable 2009 Designee or 2010 Designee, as appropriate, under Section 3 of this Agreement)
for election at such meetings and as recommended by the board of directors on any other matter to be voted on at such meetings that relates to the composition, structure or functioning of the Company’s board of directors, including but not
limited to the election or removal of directors, the classification of the board of directors and the number of directors constituting the board of directors (“Board-Related Matters”); provided, however, that it is
understood and agreed that, other than with respect to Board-Related Matters, so long as JANA is not in breach of this Agreement, JANA may, in its capacity as shareholder, vote Shares owned by it in its discretion. JANA also agrees during the
Standstill Period not to, and shall cause its Affiliates, Associates, agents and representatives not to (i) request, directly or indirectly, any amendment or waiver of any provision of this Section 4 (including this sentence) by the
Company and (ii) make, or cause to be made, any statement, announcement or public filing with respect to any proposal or matter to be considered at the Company’s annual meeting or any special meetings of shareholders concerning
compensation or equity incentives for directors, officers, employees of the Company which statement or announcement is inconsistent with the recommendation by the board of directors to any such proposal. 
 Section 5. Confidential Information and Other Related Matters. (a) JANA and the JANA Selectee referred to in Section 3(a)(1) who is
a senior executive of JANA shall each enter into a confidentiality agreement in the form attached hereto as Exhibit A (the “Confidentiality Agreement”) with the Company. 
 (b) JANA acknowledges that it has received a copy of the Convergys Corporation Insider Trading Policy (and supplemental restrictions for Directors and
Senior Level Officers) (the “Trading Policy”) and until the expiration of the Standstill Period and thereafter for so long as a JANA executive is on the Company’s board of directors, JANA shall, and shall cause its Affiliates
and Associates to, comply with such Trading Policy, and thereafter to comply with applicable federal securities laws restricting a person’s ability to purchase, sell, trade or otherwise transfer securities of the Company, and to communicate
material, non-public information to any other person under circumstances in which it is reasonably foreseeable that such person may purchase, sell, trade or otherwise transfer securities of the Company, while in possession of material, non-public
information of an issuer. 
 Section 6. Public Announcement and SEC Filing. (a) JANA and the Company shall announce this
Agreement and the material terms hereof by means of a joint press release in the form attached hereto as Exhibit B (the “Press Release”) as soon as practicable on or after the date hereof. 
 (b) JANA shall promptly prepare and file an amendment (the “13D Amendment”) to its Schedule 13D with respect to the Company filed with
the SEC on July 25, 2008, as subsequently amended, reporting the entry into this Agreement and amending applicable items to conform to its obligations hereunder. The 13D Amendment shall be consistent with the Press Release and the terms of this
Agreement. JANA shall provide the Company with reasonable 

  

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opportunity to review and comment upon the 13D Amendment prior to filing, and shall consider in good faith any changes proposed by the Company. 

Section 7. Definitions. For purposes of this Agreement: 
 (a) the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the Securities and Exchange Commission (the “SEC”)
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); 
 (b) the terms “beneficial
owner” and “beneficially own” shall have the same meanings as set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act except that a person shall also be deemed to be the beneficial owner of all Shares which
such person has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to the exercise of any rights in connection with any securities or any agreement, arrangement or understanding (whether
or not in writing), regardless of when such rights may be exercised and whether they are conditional, and all Shares which such person or any of such person’s Affiliates or Associates has or shares the right to vote or dispose; 
 (c) the term “Derivative Instrument” shall mean any option, warrant, convertible security, stock appreciation right, or similar right
with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Company or with a value derived in whole or in part from the value of any class or series of shares of the
Company or any derivative or synthetic arrangement having characteristics of a long position in any class or series of shares of the Company, whether or not such instrument or right shall be subject to settlement in the underlying class or series of
capital stock of the Company, or otherwise directly or indirectly owned beneficially by such shareholder, and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of
the Company; 
 (d) the term “Independent” means an individual who is (1) not an Affiliate or Associate of JANA or of
the Company and (2) would qualify as an “Independent Director” pursuant to the listing standards of the New York Stock Exchange (the “NYSE”) with respect to JANA or any of its Affiliates or Associates (if such persons
were listed on the NYSE) and with respect to the Company (including that such individual has no material relationship with (either directly or as a partner, shareholder or officer of an organization that has a relationship with) any of JANA, its
Affiliates or Associates or the Company, as applicable. 
 (e) “JANA Selectee” means each of the 2009 Designees referred to
in Section 3(a)(1) and 3(a)(2) hereof, and the 2010 Designee referred to in Section 3(b)(2)(i) hereof. 
 (f) the terms
“person” or “persons” shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability or unlimited liability company, joint venture, estate, trust, association,
organization or other entity of any kind or nature. 
 Section 8. Notices. All notices, consents, requests, instructions,
approvals and other communications provided for herein and all legal process in regard hereto shall be in writing and 

  

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shall be deemed validly given, made or served, if (a) given by telecopy and email, when such telecopy is transmitted to the telecopy number set forth
below and sent to the email address set forth below and the appropriate confirmation is received or (b) if given by any other means, when actually received during normal business hours at the address specified in this Section: 
  

			
	if to the Company:	  	 Convergys Corporation
 201 East Fourth
Street
 Cincinnati, Ohio 45202
 Attention: General
Counsel
 Facsimile: (513) 421-8624

		
	with a copy to:	  	 Wachtell, Lipton, Rosen & Katz
 51 W. 52nd Street

 New York, NY 10019
 Attention: Daniel A. Neff
         Mark Gordon
 Facsimile: (212) 403-2000

		
	if to JANA:	  	 JANA Partners LLC
 767 Fifth Avenue, 8th
Floor
 New York, New York 10153
 Attention: General
Counsel
 Facsimile: (212) 455-0901


 Section 9. Specific Performance; Remedies. (a) In furtherance and not in
limitation of Section 9(b), the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy to
which they are entitled at law or in equity. Furthermore, each of the parties hereto (a) irrevocably waives the right to trial by jury, (b) agrees to waive any bonding requirement under any applicable law, in the case any other party seeks
to enforce the terms by way of equitable relief and (c) irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address of such parties’ principal place of business or as
otherwise provided by applicable law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.

 (b) Notwithstanding any other Section in this Agreement and without limiting any other remedies the Company may have in law or equity,
(i) in the event that JANA (or any Affiliate or Associate of JANA) inadvertently and non-intentionally fails to perform or otherwise fulfill its obligations set forth in Sections 4 or 5 in any material respect, and shall not have remedied such
failure or non-fulfillment if capable of being remedied or fulfilled within five business days following written notice from the Company of such failure or non-fulfillment (which five-business-day period is subject to Section 9(d)) or
(ii) in the event that JANA (or any Affiliate or Associate of JANA) non-inadvertently or intentionally fails to perform or otherwise fulfill its obligations set forth in Sections 4 or 5 in any material respect, the Company shall not be required
to perform or fulfill its obligations set forth in Section 3 (and, in the case of Section 3(e) may, in 

  

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its discretion, remove any JANA Selectee from any committee of the board of directors), and the JANA Selectees shall promptly tender their resignations as
members of the Company’s board of directors effective immediately as of such time. As a condition to appointment to the board of directors pursuant to this Agreement, each JANA Selectee agrees to execute an irrevocable letter agreement with the
Company in which each such person agrees to resign if required in accordance with the immediately preceding sentence. 
 (c) Notwithstanding
any other Section in this Agreement and without limiting any other remedies JANA may have in law or equity, (i) in the event that the Company inadvertently and non-intentionally fails to perform or otherwise fulfill its obligations set forth in
Section 3 in any material respect, and shall not have remedied such failure or non-fulfillment if capable of being remedied or fulfilled within five business days following written notice from JANA of such failure or non-fulfillment (which
five-business-day period is subject to Section 9(d)) or (ii) in the event that the Company non-inadvertently or intentionally fails to perform or otherwise fulfill its obligations set forth in Section 3 in any material respect, JANA
shall not be required to perform or fulfill its obligations set forth in Sections 4 and 5 but only for so long as such failure to perform or non-fulfillment of its obligations by the Company remain unremedied or unfulfilled, as the case may be,
after such five-business-day period. 
 (d) It is understood and agreed by the parties that the cure periods in Section 3(a),
Section 3(b), Section 9(b) and Section 9(c) of this Agreement do not relieve the non-compliant party from any liability resulting from such non-compliance under this Agreement. 
 Section 10. Severability. If at any time subsequent to the date hereof, any provision of this Agreement shall be held by any court of
competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon the legality or enforceability of any other provision of
this Agreement. 
 Section 11. Counterparts. This Agreement may be executed in two or more counterparts which together shall
constitute a single agreement. 
 Section 12. No Third Party Beneficiaries. This Agreement is solely for the benefit of the
parties hereto and is not enforceable by any other persons. 
 Section 13. Entire Understanding. This Agreement and the
Confidentiality Agreement contain the entire understanding of the parties with respect to the subject matter hereof and thereof and may be amended only by an agreement in writing executed by the parties hereto. 
 Section 14. Interpretation and Construction. (a) The Company acknowledges that its board of directors is bound by the obligations of the
Company hereto. 
 (b) Each of the parties hereto acknowledges that it has been represented by counsel of its choice throughout all
negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said counsel. Each party and its counsel cooperated and participated in the drafting and preparation of this Agreement and the
documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be 

  

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deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of
law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy
over interpretations of this Agreement shall be decided without regard to events of drafting or preparation. 
  

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 IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized
signatories of the parties as of the date hereof. 
  

							
	CONVERGYS CORPORATION	 	JANA PARTNERS LLC
				
	By:	 	 /s/ Philip A. Odeen
	 	By:	 	 /s/ Barry Rosenstein

	Name:	 	Philip A. Odeen	 	Name:	 	Barry Rosenstein
	Title:	 	Non-Executive Chairman of the Board	 	Title:	 	Managing Partner

 [Signature Page to the Agreement]