AGREEMENTAgreement • February 5th, 2009 • Convergys Corp • Services-computer integrated systems design • New York
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:
Convergys Corporation Cincinnati, Ohio 45202Letter Agreement • February 5th, 2009 • Convergys Corp • Services-computer integrated systems design • New York
This letter agreement shall be effective concurrently with the execution of that Agreement (the “Agreement”), dated as of the date hereof, by and between the JANA Group and the Company. You have informed Convergys Corporation (the “Company”) that, subject to the terms of, and in accordance with, this letter agreement, the 2009 Designee (as defined in the Agreement) (who is a senior executive of JANA Partners LLC and has been designated by you to serve on the Company’s board of directors (the “Board”) pursuant to Section 3(a)(1) of the Agreement) (the “JANA Director”) may disclose to you non-public information he obtains while a member of the Board and to discuss confidential matters relating to the Company. Accordingly, you may receive certain non-public information regarding the Company. You acknowledge that this information is proprietary to the Company and may include strategic, business or financial planning, the thoughts and deliberations of the Board as a whole or of individual d
