(10)(iii)(A)(16)
EMPLOYMENT AGREEMENT
This Agreement is made as of August 1, 1996 (the "Effective Date")
between Cincinnati ▇▇▇▇ Inc., an Ohio corporation ("Employer" or "CBI"), and
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("Employee").
Employer and Employee agree as follows:
1. EMPLOYMENT. By this Agreement, Employer and Employee set forth the
terms of Employer's employment of Employee on and after the Effective Date.
Any prior agreements or understandings with respect to Employee's employment
by Employer are cancelled as of the Effective Date.
2. PERIOD OF EMPLOYMENT. This Agreement begins on the Effective Date
and, subject to the terms of Section 13, will end on the day immediately
preceding the fifth anniversary of the Effective Date.
3. DUTIES.
A. Employee will serve as Vice President--Legal of CBI. Employee
will report to the Chief Legal Officer of CBI or such other officer of
CBI as may be designated by the President of CBI.
B. Employee shall furnish such managerial, executive, financial,
technical, and other skills, advice and assistance in operating CBI as
Employer may request.
C. Employee shall also perform such other duties as are assigned to
Employee by the CBI officer to whom Employee reports.
D. Employee shall devote Employee's entire time, attention, and
energies to the business of Employer. The words "entire time, attention, and
energies" are intended to mean that Employee shall devote his full effort
during reasonable working hours to the business of Employer and shall devote
at least 40 hours per week to the business of Employer. Employee shall travel
to such places as are necessary in the performance of Employee's duties.
4. COMPENSATION.
A. Employee shall receive a base salary (the "Base Salary") of at
least $175,000 for each calendar year, subject to proration for any partial
year, during the term of this Agreement. Such Base Salary, and any other
amounts payable hereunder, shall be subject to withholding as required by law.
B. In addition to the Base Salary, Employee shall be entitled to
receive an annual bonus (the "Bonus") for each calendar year for which
services are performed under this Agreement. Any Bonus for a calendar year
shall be payable after the conclusion of the calendar
year in accordance with Employer's regular bonus payment policies. Employee
shall be given a Bonus target of not less than $43,750 per year, subject to
proration for any partial year.
C. On at least an annual basis, Employee shall receive a formal
performance review and be considered for Base Salary and/or Bonus target
increases.
5. EXPENSES. All reasonable and necessary expenses incurred by
Employee in the course of the performance of his duties to Employer shall be
reimbursable in accordance with Employer's then current travel and expense
policies.
6. BENEFITS.
A. As of the Effective Date, Employee shall be granted options to
purchase 10,000 common shares of CBI at the time and on the terms approved by
the Compensation Committee. In each year of this Agreement after 1996,
Employee will be granted options to purchase common shares of CBI at the time
and on the terms approved by the Compensation Committee of CBI. All
provisions of this Agreement which relate to the terms under which stock
options will be granted to Employee are subject to approval by the
Compensation Committee. Such options may be granted under CBI's 1988 Long
Term Incentive Plan (the "1988 Plan") or similar stock option plan.
B. While Employee remains in the employ of Employer, Employee shall
be entitled to participate in all of the various employee benefit plans and
programs in which fifth level managers of CBI are participating.
C. Employee shall receive a restricted stock award of 6,000 common
shares of CBI as of the Effective Date. All provisions of this Agreement
which relate to the terms under which restricted stock will be granted to
Employee are subject to approval by the Compensation Committee. Such award
shall be made under the 1988 Plan on the terms set forth in Exhibit A. Such
award shall be further subject to the terms of the 1988 Plan.
D. Notwithstanding anything contained herein to the contrary, the
Base Salary and Bonuses otherwise payable to Employee shall be reduced by any
benefits paid to Employee by Employer under Employer's Sickness and Accident
Disability Plan and Long Term Disability Plan for Salaried Employees.
E. If Employee's employment with CBI is terminated for any reason
prior to the fifth anniversary of the Effective Date, Employee or Employee's
estate, as the case may be, shall be entitled to receive a lump sum payment,
payable within 30 days after Employee's employment terminates, equal to the
sum of (i) the present value, on the date Employee's employment terminates of
the non-vested portion (if any) of Employee's accrued benefit under Cincinnati
▇▇▇▇ Management Pension Plan or any successor plan, plus (ii) the value, on
the date Employee's employment terminates, of the non-vested portion (if any)
of Employee's accrued
-2-
benefit under Cincinnati ▇▇▇▇ Inc. Retirement Savings Plan (the "Savings
Plan") or any successor plan.
F. To compensate Employee for the period Employee is not eligible
to participate in the Savings Plan, Employee shall be entitled to receive
$10,000 on the first anniversary of the Effective Date, provided that
Employee remains employed through that date. This payment shall not be used
in the calculation of any benefits that are otherwise provided by Employer.
7. CONFIDENTIALITY. Employer and its Affiliates are engaged in the
telecommunications services, information services and telecommunications
support services industries within the U.S. and world wide. Employee
acknowledges that in the course of employment with the Employer, Employee
will be entrusted with or obtain access to information proprietary to the
Employer and its Affiliates with respect to the following (all of which
information is referred to hereinafter collectively as the "Information");
the organization and management of Employer and its Affiliates; the names,
addresses, buying habits and other special information regarding past,
present and potential customers, employees and suppliers of Employer and its
Affiliates; customer and supplier contracts and transactions or price lists
of Employer, its Affiliates and their suppliers; products, services, programs
and processes sold, licensed or developed by Employer and its Affiliates;
technical data, plans and specifications, present and/or future development
projects of Employer and its Affiliates; financial and/or marketing data
respecting the conduct of the present or future phases of business of
Employer and its Affiliates; computer programs, systems and/or software;
ideas, inventions, trademarks, business information, know-how, processes,
improvements, designs, redesigns, discoveries and developments of Employer
and its Affiliates; and other information considered confidential by any of
the Employer, its Affiliates or customers or suppliers of Employer and its
Affiliates. Employer agrees to retain the Information in absolute confidence
and not to disclose the Information to any person or organization except as
required in the performance of his duties for Employer, without the express
written consent of Employer. For purposes of this Agreement, "Affiliate"
means each direct and indirect subsidiary of CBI.
8. NEW DEVELOPMENTS. All ideas, inventions, discoveries, concepts,
trademarks, or other developments or improvements, whether patentable or not,
conceived by Employee, alone or with others, at any time during the term of
Employee's employment, whether or not during working hours or on Employer's
premises, which are within the scope of or related to the business operations
of Employer or its Affiliates or that relate to Employer or Affiliates' work
or project, present, past or contemplated, shall be and remain the exclusive
property of Employer. Employee shall, do all things reasonably necessary to
ensure ownership of such New Developments by Employer, including the
execution of documents assigning and transferring to Employer, all of
Employee's right, title and interest in and to such New Developments, and the
execution of all documents required to enable Employer to file and obtain
patents, trademarks and copyrights in the United States and foreign countries
on any of such New Developments.
-3-
9. SURRENDER OF MATERIAL UPON TERMINATION. Employee hereby agrees that
upon cessation of Employee's employment, for whatever reason and whether
voluntary or involuntary, Employee will immediately surrender to Employer all
of the property and other things of value in his possession or in the
possession of any person or entity under his control that are the property of
Employer or any of its Affiliates, including without limitation all personal
notes, drawings, manuals, documents, photographs, or the like, including
copies and derivatives thereof, relating directly or indirectly to any
confidential information or materials or New Developments, or relating
directly or indirectly to the business of Employer or any of its Affiliates.
10. REMEDIES.
A. EMPLOYER'S REMEDIES. Employer and Employee hereby acknowledge
and agree that the services rendered by Employee to Employer, the information
disclosed to Employee during and by virtue of his employment, and Employee's
commitments and obligations to Employer and its Affiliates herein are of a
special, unique and extraordinary character, and that the breach of any
provision of this Agreement by Employee will cause Employer irreparable
injury and damage, and consequently the Employer shall be entitled to, in
addition to all other remedies available to it, injunctive and equitable
relief to prevent a breach of this Agreement, or any part of it, and to
secure the enforcement of this Agreement.
B. EMPLOYEE'S REMEDIES. Employee agrees to submit to final and
binding arbitration any dispute, claim or controversy, whether for breach of
this agreement or for violation of any of Employee's statutorily created or
protected rights, arising between the parties that Employee would have been
otherwise entitled to file or pursue in court or before any administrative
agency (herein "claim"), and Employee waives all right to ▇▇▇ Employer, its
Affiliates, and all of their agents, employees, officers and directors.
(i) This agreement to arbitrate and any resulting arbitration
award are enforceable under and subject to the Federal Arbitration Act, 9
U.S.C. Section 1 ET SEQ. ("FAA"). If the FAA is held not to apply for any
reason then Ohio Revised Code Chapter 2711 regarding the enforceability of
arbitration agreements and awards will govern this Agreement and the
arbitration award.
(ii) (a) All of Employee's claims must be presented at a
single arbitration hearing under this Agreement. Any claim not raised at the
arbitration hearing is waived and released. The arbitration hearing will take
place in Cincinnati, Ohio.
(b) The arbitration process will be governed by the
Employment Dispute Resolution Rules of the American Arbitration Association
("AAA") except to the extent they are modified by this Agreement.
-4-
(c) Employee has had an opportunity to review the AAA
rules and the requirement that Employee must pay a filing fee which Employer
has agreed to split on an equal basis.
(d) The arbitrator will be selected from a panel of
arbitrators chosen by the AAA in White Plains, New York. After the filing of
a Request for Arbitration, the AAA will send simultaneously to Employer and
Employee an identical list of names of five persons chosen from the panel.
Each party will have 10 days from the transmittal date in which to strike up
to two names, number the remaining names in order of preference and return
the list to the AAA.
(e) Any pre-hearing disputes will be presented to the
arbitrator for expeditious, final and binding resolution.
(f) The award of the arbitrator will be in writing and
will set forth each issue considered and the arbitrator's findings of fact
and conclusions of law as to each such issue.
(g) The remedy and relief that may be granted by the
arbitrator are limited to lost wages, benefits, cease and desist and
affirmative relief, compensatory, liquidated and punitive damages and
reasonable attorney's fees, and will not include reinstatement or promotion.
If the arbitrator would have awarded reinstatement or promotion, but for the
prohibition in this Agreement, the arbitrator may award front pay.
Compensatory, liquidated and punitive damages for breach of this Agreement,
if awarded, may not exceed the greater of (i) the amount provided in case of a
termination under Section 13.D, and (ii) the maximum amount otherwise payable
under the applicable terms of this Agreement. Compensatory, liquidated and
punitive damages, for a dispute, claim or controversy other than for breach
of this Agreement, if awarded, are limited to a combined total of one year's
salary. The arbitrator may assess to either party, or split, the arbitrator's
fee and expenses and the cost of the transcript, if any, in accordance with
the arbitrator's determination of the merits of each party's position, but
each party will bear any costs for its witnesses and proof.
(h) Employer and Employee recognize that a primary
benefit each derives from entering this Agreement is avoiding the delay and
costs normally associated with litigation. Therefore, neither party will be
entitled to conduct any discovery prior to the arbitration hearing except
that: (i) Employer will furnish Employee with copies of all non-privileged
documents in Employee's personnel file; (ii) if the claim is for discharge,
Employee will furnish Employer with records of earnings and benefits relating
to Employee's subsequent employment (including self-employment) and all
documents relating to Employee's efforts to obtain subsequent employment;
(iii) the parties will exchange copies of all documents they intend to
introduce as evidence at the arbitration hearing at least 10 days prior to
such hearing; (iv) Employee will be allowed (at Employee's expense) to take
the depositions, for a period not to exceed four hours each of two
representatives of Employer, and Employer will be allowed (at its expense) to
depose Employee for a period not to exceed four hours; and (v) Employer or
-5-
Employee may ask the arbitrator to grant additional discovery to the extent
permitted by AAA rules upon a showing that such discovery is necessary.
(i) Nothing herein will prevent either party from
taking the deposition of any witness where the sole purpose for taking the
deposition is to use the deposition in lieu of the witness testifying at the
hearing and the witness is, in good faith, unavailable to testify in person
at the hearing due to poor health, residency and employment more than 50
miles from the hearing site, conflicting travel plans or other comparable
reason.
(iii) Arbitration must be requested in writing no later
than 6 months from the date of Employee's knowledge of the matter disputed by
the claim. Employee's failure to initiate arbitration under this Agreement
within the time limits herein will be considered a waiver and release by
Employee with respect to any claim subject to arbitration under this
Agreement.
(iv) Employer and Employee consent that judgment upon
the arbitration award may be entered in any federal or state court that has
jurisdiction.
(v) Employee will not commence or pursue any litigation
on any claim that is or was subject to arbitration under this Agreement.
(vi) All aspects of any arbitration procedure under this
Agreement, including the hearing and the record of the proceedings, are
confidential and will not be open to the public, except to the extent the
parties agree otherwise in writing, or as may be appropriate in any
subsequent proceedings between the parties, or as may otherwise be
appropriate in response to a governmental agency or legal process.
11. COVENANT NOT TO COMPETE. During the three year period following
termination of Employee's employment with Employer for any reason (or if this
period is unenforceable by law, then for such period as shall be enforceable)
Employee will not engage in any business offering services related to the
current business of Employer or any of its Affiliates in any capacity which
requires or utilizes the skill, training and knowledge acquired by Employee
while employed by Employer, whether such capacity be as a principal, partner,
joint venturer, agent, employee, salesman, consultant, director or officer,
where such position would involve Employee (i) in any business activity in
competition with Employer or any of its Affiliates; (ii) in any position with
any customer of Employer or any of its Affiliates which involves such
customer's billing and/or billing related systems; or (iii) in any business
that provides billing and/or billing related systems to third parties engaged
in the communication business (including wireless, wireline and cable
communication businesses). This restriction will be limited to the
geographical area where Employer or any of its Affiliates is then engaged in
such competing business activity or to such other geographical area as a
court shall find reasonably necessary to protect the goodwill and business of
Employer.
-6-
During the three year period following termination of Employee's
employment with Employer for any reason (or if this period is unenforceable
by law, then for such period as shall be enforceable) Employee will not
interfere with or adversely affect, either directly or indirectly, Employer's
or Employer's Affiliates' relationships with any person, firm, association,
corporation or other entity which is known by Employee to be, or is included
on any listing to which Employee had access during the course of employment
as a customer, client, supplier, consultant or employee of Employer or any of
its Affiliates and that Employee will not divert or change, or attempt to
divert or change, any such relationship to the detriment of Employer or any
of its Affiliates or to the benefit of any other person, firm, association,
corporation or other entity.
During the three year period following termination of Employee's
employment with Employer for any reason (or if this period is unenforceable
by law, then for such period as shall be enforceable) Employee shall not,
without the prior written consent of Employer, accept employment, as an
employee, consultant, or otherwise, with any company or entity which is a
customer or supplier of Employer or any of its Affiliates at any time during
the final year of Employee's employment with Employer.
Employee will not, during or at any time after the termination of
Employee's employment with Employer, induce or seek to induce, any other
employee of Employer or any of its Affiliates to terminate his or her
employment relationship with Employer or the Affiliate which employs such
other employee.
12. GOODWILL. Employee will not disparage or act in any manner,
directly or indirectly, which may damage the business of Employer or any of
its Affiliates or which would adversely affect the goodwill, reputation, and
business relationships of Employer or any of its Affiliates with the public
generally, or with any of their customers, suppliers or employees.
13. TERMINATION.
A. (i) Employer or Employee may terminate this Agreement upon
Employee's failure or inability to perform the services required hereunder
because of any physical or mental infirmity for which Employee receives
disability benefits under Employer's Sickness and Accident Disability Benefit
Plan and/or Employer's Long Term Disability Plan for Salaried Employees as
the case may be (the "Plans"), over a period of one hundred twenty
consecutive working days during any twelve consecutive month period (a
"Terminating Disability").
(ii) If Employer or Employee elects to terminate this
Agreement in the event of a Terminating Disability, such termination shall be
effective immediately upon the giving of written notice by the terminating
party to the other.
(iii) Upon termination of this Agreement on account of
Terminating Disability, Employer shall pay Employee his accrued compensation
hereunder, whether Base
-7-
Salary or otherwise (subject to offset for any amounts received pursuant to
the Plans), to the date of termination. For as long as such Terminating
Disability may exist, Employee shall continue to be an employee of Employer
for all other purposes and Employer shall provide Employee with disability
benefits and all other benefits according to the provisions of the Plans and
any other Employer plans in which Employee is then participating.
(iv) If the parties elect not to terminate this Agreement
upon an event of a Terminating Disability and Employee returns to active
employment with Employer prior to such a termination, or if such disability
exists for less than one hundred twenty consecutive working days, the
provisions of this Agreement shall remain in full force and effect.
B. This Agreement terminates immediately and automatically on the
death of Employee, provided, however, that the Employee's estate shall be
paid Employee's accrued compensation hereunder, whether Base Salary or
otherwise, to the date of death.
C. Employer may terminate this Agreement immediately for Cause.
For purposes of this Agreement, Employer shall have Cause to terminate this
Agreement only if the CBI Board of Directors determines that there has been
fraud, misappropriation or embezzlement on the part of Employee.
D. Employer may terminate this Agreement upon 60 days written
notice for any reason other than those set forth in Sections 13.A.,B. and C.
In the event of a Termination under this Section 13.D., Employer shall pay
Employee (i) an amount equal to two times the sum of the annualized Base
Salary as it exists at the time of termination plus the annualized Bonus
target as it exists at the time of termination, plus (ii) the amount (if any)
called for under Section 6.E. In addition, the restrictions applied to the
restricted stock awarded to Employee under Section 6.C shall lapse.
E. Upon Termination of this Agreement as a result of an event of
termination described in this Section 13 and except for Employer's payment of
the required payments under this Section 13, all further compensation under
this Agreement shall terminate; provided, however, that all qualified
deferred compensation which Employee may be entitled to receive pursuant to
any of Employer's pension or profit sharing plans in which Employee may
participate during Employee's employment with Employer shall be paid pursuant
to the provisions of such plans at such times as any such amounts become
payable to Employee. It is further understood that for purposes of this
Section 13, the term "accrued compensation" shall include all non-qualified
deferred compensation, of whatever type or form, either previously granted to
Employee by Employer or otherwise earned or received by Employee.
F. The termination of this Agreement shall not amend, alter or
modify the rights and obligations of the parties under Sections 6.E.,
7, 8, 9, 10, 11, and 12 hereof, the terms of which shall survive the
termination of this Agreement.
-8-
14. ASSIGNMENT. As this is an agreement for personal services involving
a relation of confidence and trust between Employer and Employee, all rights
and duties of Employee arising under this Agreement, and the Agreement
itself, are nonassignable by Employee.
15. NOTICES. Any notice required or permitted to be given under this
Agreement shall be sufficient, if in writing, and if delivered personally or
by certified mail to Employee at his place of residence as then recorded on
the books of Employer or to Employer at its principal office.
16. WAIVER. No waiver or modification of this Agreement or the terms
contained herein shall be valid unless in writing and duly executed by the
party to be charged therewith. The waiver by any party hereto of a breach of
any provision of this Agreement by the other party shall not operate or be
construed as a waiver of any subsequent breach by such party.
17. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Ohio.
18. ENTIRE AGREEMENT. This Agreement contains the entire agreement of
the parties with respect to Employee's employment by Employer. There are no
other contracts, agreements or understandings, whether oral or written,
existing between them except as contained or referred to in this Agreement.
19. SEVERABILITY. In case any one or more of the provisions of this
Agreement is held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or other unenforceability shall not affect any
other provisions hereof, and this Agreement shall be construed as if such
invalid, illegal or unenforceable provisions have never been contained herein.
20. SUCCESSORS AND ASSIGNS. Subject to the requirements of Paragraph 14
above, this Agreement shall be binding upon Employee, Employer and Employer's
successors and assigns.
21. CONFIDENTIALITY OF AGREEMENT TERMS. The terms of this Agreement
shall be held in strict confidence by Employee and shall not be disclosed by
Employee to anyone other than Employee's spouse, Employee's legal counsel,
and Employee's other advisors. Further, except as provided in the preceding
sentence, Employee shall not reveal the existence of this Agreement or
discuss its terms with any person (including but not limited to any employee
of Employer or its Affiliates) without the express authorization of the
President of CBI.
-9-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
CINCINNATI ▇▇▇▇ INC.
By /s/ (Illegible)
---------------------------
EMPLOYEE
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-10-
Attachment A
RESTRICTED STOCK AWARD
UNDER THE PROVISIONS OF
THE CINCINNATI ▇▇▇▇ INC.
1988 LONG TERM INCENTIVE PLAN
NAME OF EMPLOYEE: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------
AWARD DATE:
----------------
NUMBER OF RESTRICTED SHARES: 6,000
--------------
Pursuant to the provisions of the Cincinnati ▇▇▇▇ Inc. 1988 Long Term
Incentive Plan (the "Plan"), a copy of which has been delivered to you, the
Compensation Committee of the Board of Directors of Cincinnati ▇▇▇▇ Inc. (the
"Compensation Committee") has granted you an award of 6,000 common shares,
par value $1.00 per share, of Cincinnati ▇▇▇▇ Inc. (the "Shares"), on and
subject to the terms of the Plan and your agreement to the following terms,
conditions and restrictions.
1. SECURITIES SUBJECT TO THIS AGREEMENT. This Agreement is made with
respect to the Shares and any securities (including additional common
shares of Cincinnati ▇▇▇▇ Inc. (the "Company")) issued in respect of the
Shares, whether by way of a share dividend, a share split, any
reorganization or recapitalization of the Company or its stock or any
merger, exchange of securities or like event or transaction as the result
of which any security or securities of any kind are issued to you by
reason of your ownership of the Shares. Reference herein to the Shares
shall include any such securities issued in respect of the Shares.
2. RIGHTS OF OWNERSHIP. Except for the Restrictions (as defined in
Section 3 hereof and subject to the provisions regarding forfeiture set
forth in Section 9 hereof, you are the record and beneficial owner of the
Shares, with all rights and privileges (including but not limited to the
right to vote, to receive dividends and to receive distributions upon
liquidation of the Company) appertaining thereto.
3. RESTRICTIONS. Neither the Shares nor any interest therein may be
transferred or conveyed by you in any manner whatsoever, whether or not
for consideration (the "Restrictions"), except upon the passage of time
or occurrence of events as specified in Sections 4, 5, 6, 7 and 8 hereof.
4. LAPSE. The Restrictions shall lapse and be of no further force and
effect as to 3,600 shares on July 31, 1999, as to an additional 1,200
shares on July 31, 2000, and as to the remaining 1,200 shares on July 31,
2001.
5. TERMINATION OF RESTRICTIONS -- DEATH. In the event of your death
while employed by the Company or any of its subsidiaries, the
Restrictions shall
Page 1
terminate and be of no further force or effect, effective as of the date
of death. Upon the Restrictions terminating the executor, administrator
or other personal representative of your estate, or the trustee of any
trust becoming entitled thereto be reason of your death, may transfer the
unrestricted Shares to any person or persons entitled thereto under your
will or under your trust or other instrument (or in the absence of any
will under the laws of descent and distribution) governing the
distribution of your estate in the event of your death.
6. TERMINATION OF RESTRICTIONS -- DISABILITY. If you (a) shall become
disabled and as a result thereof cease to be an employee of the Company
or any of its subsidiaries under and pursuant to applicable disability
provisions of any employment contract to which you and the Company or any
of its subsidiaries are parties or, (b) shall become disabled to such
extent that you are unable to perform the usual duties of your job for a
period of 12 consecutive weeks or more and if as the result thereof the
Compensation Committee approves the termination of your employment within
12 months following the first day of the 12 consecutive week period on
terms the include the right to transfer the Shares free of the
Restrictions, then and in either such event the Restrictions shall
terminate and be of no further force and effect as of the date you cease
to be an employee in the same manner as prescribed in the event of death
outlined in Section 5 above.
7. CHANGE IN CONTROL. In the event of a Change in Control of the
Company, any Restrictions which have not previously lapsed shall
terminate and be of no further force or effect as of the date of the
Change in Control. In the case of the Company, "Change in Control" means
a Change in Control as defined in the Plan.
8. TERMINATION OF RESTRICTIONS -- TERMINATION WITHOUT CAUSE. In the
event that your employment is terminated without Cause (within the
meaning of Section 13.C of your Employment Agreement dated ,
1996), the Restrictions shall terminate and be of no further force and
effect as of the date you cease to be an employee in the same manner as
prescribed in the event of death outlined in Section 5 above.
9. FORFEITURE. If you cease to be an employee of the Company or any of
its subsidiaries, except as provided in Section 4, 5, 6, 7 and 8 hereof,
any Shares which remain subject to the Restrictions of the date such
employment terminates shall be at once forfeited to the Company as of the
date of such termination of employment (the "Forfeiture Date"). Upon such
forfeiture all of your rights in respect of such Shares shall cease
automatically and without further action by the Company or you. For the
purpose of giving effect to this provision, you have executed and
delivered to the Company a stock power with respect to each certificate
evidencing any of the Shares, thereby assigning to the Company all
Page 2
of your interest in the Shares. By the execution and delivery of this
Agreement, you authorize and empower the Company, in the event of a
forfeiture of any of the Shares under this Section 9 to (a) date (as of
the Forfeiture Date) those stock powers relating to Shares that remain
subject to the Restrictions as of the Forfeiture Date and (b) present
such stock powers and the certificates to which they relate to the
Company's transfer agent or other appropriate party for the sole purpose
of transferring the forfeited Shares to the Company.
10. MATTERS RELATING TO THE CERTIFICATES.
(a) Upon their issuance, the certificates representing the Shares
shall be deposited with the Secretary of the Company and shall
be released to you only pursuant to the provisions of this
Section 10.
(b) Each certificate for Shares issued to you in accordance with
this Agreement shall bear the following legend:
"THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS
OF A RESTRICTED STOCK AGREEMENT BETWEEN THE REGISTERED HOLDER HEREOF
AND CINCINNATI ▇▇▇▇ INC., DATED AS OF , 1996, AND MAY
NOT BE TRANSFERRED BY THE HOLDER, EXCEPT AS PROVIDED BY THE TERMS
OF SUCH AGREEMENT, A COPY OF WHICH IS ON DEPOSIT WITH THE SECRETARY OF
CINCINNATI ▇▇▇▇ INC. AND WHICH WILL BE MAILED TO A SHAREHOLDER OF
CINCINNATI ▇▇▇▇ INC. WITHOUT CHARGE WITHIN FIVE DAYS AFTER RECEIPT
OF A WRITTEN REQUEST."
Upon the lapse or termination of the Restrictions as to any Shares,
the certificate evidencing such Shares shall be promptly presented to the
Company's transfer agent or other appropriate party with instructions to
cause such certificate to be reissued, to the extent appropriate, in your
name and without the foregoing legend. Any Shares evidenced by such
certificate which remain subject to the Restrictions shall be evidenced
by a new certificate, bearing the foregoing legend, which shall be
returned to the Company. Upon the lapse or termination of the Restrictions
as to any Shares, the stock power or powers held by the Company with respect
to such Shares shall be surrendered to you (in exchange, if applicable, for
a stock power relating to any Shares which remain subject to the
Restrictions).
11. INTERPRETATION. You acknowledge that the Compensation Committee has
the authority to construe and interpret the terms of the Plan and this
Agreement if and when any questions of meaning arises under the Plan or
this Agreement, and any such construction or interpretation shall be
binding on you, your heirs,
Page 3
executors, administrators, personal representatives and any other persons
having or claiming to have an interest in the Shares.
12. WITHHOLDING. In connection with the award of Shares to you and any
dividend payments made while such Shares remain subject to restrictions
hereunder, the Company will withhold or cause to be withheld from your
salary payments such amounts of tax at such times as may be required by
law to be withheld with respect to the Shares and/or dividends, provided
that if your salary is not sufficient for such purpose, you shall remit
to the Company, on request, the amount required for such withholding
taxes. Within 45 days after issuance of the certificates representing the
Shares, you shall advise the Company in writing whether or not you have
made an election, under Section 83(b) of the Internal Code of 1986, to
include the fair market value of the Shares in your gross income for the
calendar year in which the certificates are issued.
13. NOTICES. All notices and other communications to be given hereunder
shall be in writing and shall be deemed to have been duly given when
delivered personally or when deposited in the United States mail, first
class postage prepaid, and addressed as follows:
TO THE COMPANY: Cincinnati ▇▇▇▇ Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇-▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Attention: Secretary of the Compensation Committee
TO THE EMPLOYEE:
--------------------------------
--------------------------------
--------------------------------
or to any other address as to which notice has been given in the manner
herein provided.
14. MISCELLANEOUS. This Agreement shall be binding upon the parties
hereto and their respective heirs, executors, administrators, personal
representatives, successors and assigns. Subject to the provisions of the
Plan, this Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof and shall be construed and
interpreted in accordance with the laws of the State of Ohio. This
Agreement may not be amended except in a writing signed by each of the
parties hereto. If any provisions of this Agreement shall be deemed to be
invalid or void under any applicable law, the remaining provisions hereof
shall not be affected thereby and shall continue in full force and
effect.
Page 4
Please indicate your acceptance by signing at the place provided and
returning this Agreement.
COMPENSATION COMMITTEE OF
THE BOARD OF DIRECTORS OF
CINCINNATI ▇▇▇▇ INC.
Dated: By:
--------------------- ----------------------------
Secretary
Dated:
--------------------- ----------------------------
Accepted and Agreed
Page 5