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Exhibit
10.A
CDI Corp.
DIRECTOR’S
TIME-VESTED DEFERRED STOCK AWARD
1. Grant of Time-Vested Deferred
Stock . The Company hereby grants to [name of
recipient] (the “Recipient”)
2,583 shares of Time-Vested Deferred Stock. This
grant is subject to the terms, definitions and provisions of the
Plan, which is incorporated herein by reference. In the event of a
conflict between the terms of this Agreement and the Plan, the Plan
will prevail.
2. Definitions .
(a) “Board” means
the Board of Directors of CDI Corp.
(b) “CDI Stock”
means CDI Corp. common stock, par value $.10 per share.
(c) “Committee”
means the Compensation Committee of the Board or its
successor.
(d) “Company”
means CDI Corp.
(e) “Date of
Grant” means July 18, 2007.
(f) “Director
Year” means a twelve-month period that begins each year on
the date of the Company’s annual meeting of
shareholders.
(g) “Disability”
means a physical, mental or other impairment within the meaning of
Section 22(e)(3) of the Internal Revenue Code of 1986, as
amended.
(h) “Fair Market
Value” means the closing price of actual sales of CDI Stock
on the New York Stock Exchange composite tape on a given date or,
if there are no such sales on such date, the closing price of CDI
Stock on such Exchange on the last preceding date on which there
was a sale.
(i) “Grant” means
the grant of Time-Vested Deferred Stock to the Recipient which is
described in Section 1 of this Agreement.
(j) “Plan” means
the CDI Corp. 2004 Omnibus Stock Plan.
(k) “Retirement”
means the Recipient’s choice not to stand for re-election as
a Director of the Company.
3. Vesting . The shares of
Time-Vested Deferred Stock will vest on the third anniversary of
the Date of Grant. For all shares of Time-Vested Deferred Stock in
which the Recipient becomes vested, a stock certificate
representing an equal number of shares of CDI Stock will be
delivered to the Recipient soon after such shares vest. If the
Recipient’s service with the Company terminates prior to the
vesting of shares of Time-Vested Deferred Stock, none of the
unvested shares shall ever vest and such shares shall be forfeited
as of the date that Recipient’s service with the Company
terminates; provided, however, that:
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For
Recipients with fewer than five complete Director Years of service
on the Board:
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(a) |
if the Recipient’s service with the Company terminates as
a result of death, Disability or Retirement on or before the
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