Form Performance-Based Restricted Stock Unit Award Agreement--Senior Executives



 Exhibit 10.26 to 2004 10-K 
  
 PERFORMANCE-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 performance-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”) determined in accordance with the provisions of Section 2 below, which delivery of Shares shall occur as soon as administratively practicable following the vest date(s) (as defined below). 
  
 2. Performance Criteria. You are eligible to earn the right to
receive a number of Shares based on (a) the Company’s Total Shareholder Return (“TSR”) over any three consecutive calendar year period occurring during the six year period commencing January 1, XXXX (each such three consecutive year
period being referred to herein as a “performance period” and the last day of each such performance period being referred to herein as a “vest date”) relative to the TSR of the companies included in the New Composite Group of
companies listed in the Company’s XXX proxy statement (other than, for any performance period, any company in such peer group that ceases to exist prior to the last day of the applicable performance period due to merger, bankruptcy or other
corporate event) (collectively, the “Peer Group”) over the same period(s) and (b) the payout schedule provided to you separately (the “Payout Schedule”). In the event that the number of companies in the Peer Group as of the end
of the applicable performance period is less than XX, the Peer Group used for purposes of this award shall become YYY. In no event shall more Shares than the maximum number listed in your Payout Schedule be delivered to you or on your behalf
pursuant to this award. 
  
 “TSR” means
stock price appreciation plus dividend yield, assuming immediate reinvestment of dividends in the stock with respect to which such dividends were paid, over the term of the applicable performance period. Stock price appreciation over the term of the
applicable performance period for a company will be determined by comparing (c) the average close price as reported in the Wall Street Journal of the stock of the applicable company for each trading day occurring during the calendar quarter ending
on the day immediately preceding the start of the applicable performance period to (d) the average close price as reported in the Wall Street Journal of the stock of the applicable company for each trading day occurring during the calendar quarter
ending on the last day of the applicable performance period.  
  
 The number of Shares earned at the end of each applicable performance period will be delivered as soon as administratively practicable following the end of such performance period. If less than the maximum number of
Shares indicated on the Payout Schedule is paid out based on the performance results for the first performance period, you will have an opportunity to earn payout of the remaining Shares in a subsequent performance period, if any. However, in order
for additional Shares to be paid out at the end of performance periods occurring after the initial performance period, the Company’s level of achievement of the performance criteria for the applicable performance period must exceed its level of
achievement in all prior performance periods. 







 3. Forfeiture of Award. 
  

	 	a.	Your right to receive Shares that are the subject of this award that have not yet been delivered, shall be forfeited automatically and without further notice if you cease to be an
employee of the Company and its affiliates prior to any vest date for any reason other than death, disability, retirement 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; 

  

	 	(ii)	“retirement” means termination of employment after (I) attaining age 55 and completing at least ten years of service with the Company or any of its subsidiaries or (II)
completing at least thirty years of service with the Company and any of its subsidiaries; and 

  

	 	(iii)	“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. 

  
 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 during the calendar year in which this Award is granted to you due to death or involuntary termination without cause. 
  
 Subject to Section 4(c), if your employment is involuntarily terminated
without cause after the calendar year in which this award is granted to you, your right to earn Shares that are the subject of this award based on the Company’s level of satisfaction of the applicable performance criteria for performance
periods ending after the date of your termination shall be forfeited automatically and without further notice. 
  

	 	b.	 If the Compensation Committee 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 Compensation Committee, in its sole discretion, may require you to pay back to the Company 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, if your employment terminated by reason of your retirement or
disability, within the period beginning six months prior to your termination and ending two years following your termination). For purposes of this 











	 	 
Section 3b, “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 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 Agreement any amount
otherwise owed to you by the Company. Nothing in this Section is intended to supercede 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. 


  

	 	c.	Your right to receive Shares pursuant to this award shall be forfeited to the extent you are permitted to elect and do elect in accordance with applicable rules and procedures to
forfeit and/or surrender your rights hereunder in exchange for a credit to an account maintained for you pursuant to a deferred compensation plan maintained by the Company. 

  
 4. Death, Disability, Retirement and Involuntary Termination Without Cause. 
  

	 	a.	If you cease to be an employee of the Company and its affiliates due to death after the calendar year in which this award was granted to you, this award will become fully vested as
of the date of your death and the maximum number of Shares covered by this award, reduced by any Shares previously delivered, will be delivered as soon as practicable following your date of death. 

  

	 	b.	If you cease to be an employee of the Company and its affiliates due to disability or retirement, this award will remain in effect following your termination and you will be
entitled to receive the number of Shares earned, if any, with respect to any performance period covered by this award based on the Payout Schedule and the Company’s level of satisfaction of the performance criteria described in Section 2 as of
the vest date(s) described in Section 2. 









	 	c.	Except as may be otherwise provided under the terms of an employment agreement, if you cease to be an employee of the Company and its affiliates due to involuntary termination
without cause after the calendar year in which this award was granted to you but before the end of the initial performance period, you will be entitled to receive the number of Shares earned, if any, based on the Payout Schedule and the
Company’s level of satisfaction of the performance criteria described in Section 2 over the period beginning January 1, XXXX and ending on the last day of the calendar year preceding the calendar year in which your employment terminates. Except
as may be otherwise provided under the terms of an employment agreement, if you cease to be an employee of the Company and its affiliates due to involuntary termination without cause after the last day of the initial performance period, you will be
entitled to receive the number of Shares earned, if any, based on the Payout Schedule and the Company’s level of satisfaction of the performance criteria described in Section 2 as of the performance period ending immediately prior to your date
of termination. Shares earned, if any, pursuant to the provisions of this section 4c will be delivered as soon as administratively practicable following the date your employment terminates. 

  
 5. 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. 
  
 6. 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. 
  
 7. 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. 
  
 8. 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. 
  
 9. 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. 
  
 10. 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. 







 11. 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.

  
 12. 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.

  
 13. Successors and Assigns. Without limiting Section 6
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. 
  
 14. 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.