Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, on October 24, 2017, Marjorie M. Connelly, the Chief Operating Officer of Convergys Corporation (the “Company”), notified the Company that she intended to separate from the Company during the fourth quarter of 2017. On December 15, 2017, Ms. Connelly separated from the Company and, on December 18, 2017, the Company and Ms. Connelly entered into a Separation Agreement and Release of All Claims (the “Separation Agreement”), subject to a seven-day revocation period.
Under the Separation Agreement, Ms. Connelly is entitled to a separation payment equal to one year of base salary ($575,000), plus her target AIP award for 2017 ($575,000). In addition, she is entitled to receive a prorated 2017 AIP award, based on actual Company performance and payable after the conclusion of the performance period at the same time as other plan participants. Ms. Connelly’s February 2015 time-based restricted stock unit (“TRSU”) award and February 2015 performance-based restricted stock unit (“PRSU”) award will vest on a prorated basis. Vesting of the 2015 PRSU award will be based on actual Company performance during the performance period and will be payable after the conclusion of the performance period at the same time as other plan participants. Ms. Connelly’s other outstanding TRSUs and PRSUs will be forfeited. The Separation Agreement also includes a general release of claims against the Company by Ms. Connelly and confidentiality and non-disparagement covenants.
On December 18, 2017, Richard F. Wallman, age 66, notified the Company that he will retire from the Company’s Board of Directors (the “Board”), effective December 31, 2017, in order to dedicate his time to other matters. Mr. Wallman has served on the Board since 2007, including serving as Chair of the Audit Committee from April 2008 to April 2017.
Mr. Wallman’s decision to retire from the Board is not a result of any disagreement with the Company, its management or the Board on any matter relating to the Company’s operations, policies or practices.