Exhibit
10.l.
RELEASE AND
WAIVER OF CLAIMS
and
NON-COMPETITION
AGREEMENT
THIS IS A RELEASE
AND WAIVER OF CLAIMS and NON-COMPETITION AGREEMENT (hereinafter
referred to as “Agreement”) made this 20th day of
December, 2004, by and between CDI Corporation (hereinafter
referred to as “the Company”) and Jay G. Stuart
(hereinafter referred to as “Employee”) which is
entered into in connection with the termination of Employee’s
employment with the Company as of May 31, 2005 or such other date
to which the parties may agree (“Termination
Date”).
1. AS
CONSIDERATION for Employee’s undertakings and covenants set
forth herein, the Company hereby agrees to:
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(a)
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Pay Employee bi-weekly
severance payments of $11,923.08 from the Termination Date until
the earlier of the date on which Employee begins new full-time
employment or the date on which a total of $310,000 of such
payments have been paid to Employee;
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(b)
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Pay Employee prorated bonus
for the period January 1, 2005 through the Termination date. This
amount of bonus will be calculated as a percentage of the bonus for
the entire 2005 year (based on the number of days in 2005 through
the Termination Date divided by 365) using the bonus formula
applicable to Employee and will be paid when bonuses are normally
paid for 2005 (i.e., approximately the end of February,
2006);
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(c)
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Beginning on the Termination
Date and continuing for twelve months, reimburse Employee for the
same portion of the insurance premium for Employee’s COBRA
insurance coverage as the Company was paying toward the premium for
Employee’s group insurance coverage immediately prior to the
Termination Date. This reimbursement is contingent upon Employee
electing COBRA coverage and will continue for so long as Employee
maintains COBRA coverage but not beyond this twelve month
period;
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(d)
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Continue Employee’s
Basic Life Insurance coverage for as long as payments are made
under 1(a), above;
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(e)
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Pay Employee, promptly
following the Termination Date, $15,000 in lieu of his obtaining
outplacement services;
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(f)
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Permit shares of CDI Corp.
restricted stock that are held by Employee as of the Termination
Date to continue to vest during the period that payments are made
under 1(a), above;
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(g)
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Pay Employee a stay bonus of
$50,000 if Employee continues satisfactorily to perform his duties
on a full-time basis through the Termination Date;
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(h)
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Assume responsibility for the
obligations under Employee’s apartment lease at 1600 Arch
Street, Philadelphia from the Termination Date through the lease
expiration date (November, 2005), with the exception of
responsibility for any damage to the premises caused during
Employee’s tenancy; and
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(i)
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Promptly following the
Termination Date, purchase Employee’s furnishings in the
above apartment for $5,000, such furnishings to include: 1 king
size bed, 2 dressers, 1 night stand, 1 wall unit, 1 leather sofa, 1
leather chair, 1 slate coffee table, 1 dining room table with 4
chairs and 1 computer desk.
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The Company’s
obligations under this Section 1 are contingent upon (i) Employee
having executed this Agreement and the General Release
substantially in the form attached hereto as Exhibit
“A”, (ii) the seven (7) day revocation periods provided
in Section 7, below, and in the General Release having expired and
(iii) Employee having not exercised either right of
revocation.
2. On or about the
Termination Date, the Company will deliver to Employee for his
signature a General Release, substantially in the form attached
hereto as Exhibit A, releasing the Company and related parties from
any liability to Employee. Employee will have twenty-one (21) days
from his receipt of such release to decide whether he will sign
such release, and if he signs and delivers the release to the
Company, he will then have seven (7) days to revoke the release
(the “revocation period”) in accordance with its terms.
If Employee has not executed such a release and delivered the same
to the Company within twenty-one days after receiving it from the
Company, or if he has revoked the release during the revocation
period, the Company will not have any obligation to make any
payments under this Agreement to Employee or perform any other
obligations under this Agreement.
3. Employee
warrants and agrees that he is responsible for any federal, state,
and local taxes which may be owed by him by virtue of the receipt
of any portion of the consideration herein provided. The Company
will, however, make
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any appropriate withholdings
on amounts to be paid hereunder, as required by law.
4. Employee
acknowledges that he has been encouraged to seek the advice of an
attorney of his choice in regard to this Agreement. The Company and
Employee represent that they have relied upon the advice of their
attorneys, who are attorneys of their own choice, or they have
knowingly and willingly not sought the advice of their attorneys.
Employee hereby understands and acknowledges the significance and
consequences of an agreement such as this and represents that the
terms of this Agreement are fully understood and voluntarily
accepted by him.
5. Both Employee
and the Company have cooperated in the drafting and preparation of
this Agreement. Hence, in any construction to be made of this
Agreement, the same shall not be construed against either party on
the basis that the party was the drafter.
6. Employee
acknowledges that he has had at least twenty-one (21) days to
consider the terms of this Agreement prior to his signing it. If
Employee has executed this Agreement prior to the end of such
twenty-one (21) day consideration period, Employee acknowledges
that such decision to waive any portion of the twenty-one (21) day
consideration period was done knowingly and voluntarily.
7. Employee
further understands that he may revoke this Agreement within seven
(7) days following his signing of the Agreement by giving written
notice of such revocation to the Company. Such notice must be dated
within such seven day time period and must be received promptly
thereafter by the Company.
8. Employee agrees
to perform those actions that may be reasonably requested by the
Company to effect his separation from the Company including, but
not limited to, submitting resignations from director and officer
positions in the Company and its subsidiaries.
9. Employee agrees
to perform certain actions that may be reasonably necessary in
Company’s defense or prosecution of disputes, claims and/or
lawsuits that involve matters or events, which occurred during
Employee’s period of employment with Company. Such actions
would include reviewing files and records, attending and
participating in meetings, giving depositions, attending and
testifying at trials and performing similar actions. Company agrees
to provide reasonable notice, and as much notice as is practicable
under the circumstances, to Employee before requesting Employee to
perform any such actions. Company further agrees to cooperate with
Employee in scheduling all such actions so as not
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to unduly burden Employee or
to unduly interfere with Employee’s other activities and
responsibilities. Company agrees to promptly reimburse Employee for
all out-of-pocket costs (including travel, meal and lodging costs)
reasonably incurred by Employee in fulfilling Employee’s
responsibilities under this paragraph, upon Employee’s
providing proper documentation of such costs. Also, Company agrees
to pay Employee reasonable compensation for time spent by Employee
fulfilling his responsibilities under this paragraph following the
time period during which payments are made under Section 1(a),
above.
10. Employee
agrees to hold all of the Company’s Confidential Information
in the strictest confidence and not use any Confidential
Information for any purpose and not publish, disseminate, disclose
or otherwise make any Confidential Information available to any
third party. “Confidential Information” means all
information, d
