EXHIBIT 10.1
CDI Corp.
PERFORMANCE-CONTINGENT
DEFERRED STOCK AGREEMENT
1. Grant of
Performance-Contingent Deferred Stock . The Company hereby
grants to [name of recipient] (the
“Recipient”) a target number of [number]
shares of Performance-Contingent Deferred Stock
(“PCDS”), with a maximum possible payout of up to two
times the target number of shares of PCDS. The maximum possible
payout is dependent upon the Company’s performance as set
forth in Section 3. 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”, as the
context requires, means CDI Corp., CDI Corp. and its subsidiaries,
or the individual subsidiary of CDI Corp. which employs or retains
the Recipient.
(e) “Date of Grant”
means March 3, 2008 .
(f) “Determination Date”
means the date that the calculation of RONA is approved by the
Committee, which is anticipated to be shortly after the audit of
the Company’s 2008 financial statements is
completed.
(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 PCDS to the Recipient which is described in Section 1
of this Agreement.
(j) “Plan” means the CDI
Corp. 2004 Omnibus Stock Plan.
(k) “RONA” means Return
on Net Assets, which equals the Company’s Net Income for 2008
divided by the average of the Company’s Net Assets at
December 31, 2007 and December 31, 2008. “Net
Assets” are defined as total assets minus total liabilities,
excluding cash, goodwill and any income tax assets or
liabilities. The Net Assets and the Net Income of discontinued
operations or operations held for sale are excluded from the
calculation. The Company’s RONA is calculated by the
Chief Financial Officer of CDI Corp. The Compensation Committee may
review and consider the effects of discontinued
operations, out of pattern events such as the
Office of Fair Trading matter, or other items it deems
appropriate. The Compensation Committee has the final review
and approval authority with respect to this calculation.
(l) “Retirement” means
the Recipient’s leaving the employ of the Company:
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(i)
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on or after the
date that Recipient satisfies one of the following combinations of
age and years of service with the Company:
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•
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60 years of age and 20 years of
service;
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•
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62 years of age and 15 years of
service; or
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•
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65 years of age and 5 years of
service; or
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(ii)
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at such earlier
date as may be approved by the Committee, in its sole
discretion.
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(m) “Net Income” means
net revenue minus total operating expenses, plus interest income,
minus interest expense, minus tax expense.
3. Performance Contingency and
Vesting . Shares of PCDS will be earned and then converted into
an equivalent number of shares of CDI Stock (subject to vesting)
depending on the Company’s achievement of certain levels of
RONA. The percentage of the target number of shares of PCDS which
would be earned is indicated in the table below.
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RONA Range
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Percentage of the target number of
shares
PCDS which would be
earned
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< 18.2%
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0%
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From 18.2% to 19.9%
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20%
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From 20.0% to 21.7%
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40%
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From 21.8% to 23.5%
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60%
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From 23.6% to 24.8%
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80%
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From 24.9% to 26.6%
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100%
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From 26.7% to 27.1%*
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120%*
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From 27.2% to 27.6%*
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140%*
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From 27.7% to 28.1%*
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160%*
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From 28.2% to 28.6%*
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180%*
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³ 28.7%*
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200%*
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*
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To earn in
excess of 100% of the target number of shares, the CDI Net Income
goal (and the applicable business unit Net Income goal for business
unit executives) must be achieved or exceeded.
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The Recipient will not be entitled
to receive any shares of CDI Stock with respect to shares of PCDS
which have been earned until the shares of CDI Stock have vested.
Such shares of CDI Stock will vest as follows: (a) 50% on the
Determination Date, and (b) 50% on the first anniversary of
the Determination Date. Soon after vesting, a stock certificate
representing the appropriate number of shares of CDI Stock will be
delivered to the Recipient. The number of shares of CDI Stock which
the Recipient will receive upon vesting shall be decreased in
accordance with Section 5 below regarding tax withholding. If
the Recipient’s employment with the Company terminates for
any reason prior to
