Exhibit 10.3
CDI Corp.
PERFORMANCE-CONTINGENT
DEFERRED STOCK AGREEMENT
1. Grant of Performance-Contingent Deferred
Stock . The Company hereby grants to [insert
name] (the “Recipient”) [insert
number ] shares of Performance-Contingent 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”, 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 [insert date] , 2005 .
(f) “Determination Date”
means the date that the calculation of EVA Growth is approved by
the Committee, which is anticipated to be shortly after the audit
of the Company’s 2005 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) “EVA” means
x minus y , where x is
CDI Corp.’s consolidated Net Operating Profit After Tax and
y is equal to CDI Corp.’s cost of capital
multiplied by the net assets employed in the business of CDI Corp.
and its subsidiaries, all as calculated by the Chief Financial
Officer of CDI Corp. and subject to review and approval by the
Committee.
(i) “EVA Growth” means
the percentage increase in EVA from calendar year 2004 to calendar
year 2005.
(j) “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.
(k) “Grant” means the
grant of Performance-Contingent Deferred Stock to the Recipient
which is described in Section 1 of this Agreement.
(l) “Plan” means the CDI
Corp. 2004 Omnibus Stock Plan.
(m) “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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3. Performance Contingency . The
Performance-Contingent Deferred Stock entitles the Recipient to
receive shares of CDI Stock if certain levels of EVA Growth are
achieved. The percentage of the shares of Performance-Contingent
Deferred Stock granted to the Recipient which will be converted
into shares of CDI Stock is indicated in the table
below.
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EVA Growth
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Percentage of Shares of Performance-
Contingent Deferred Stock Earned by Recipient
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Less than 2%
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0%
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From 2% to 4%
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25%
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From greater than 4% to 6%
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50%
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From greater than 6% to 8%
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75%
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Greater than 8%
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100%
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No shares of CDI Stock shall be earned by the
Recipient unless both (a) EVA in 2005 is greater than zero and (b)
the EVA in 2005 is at least 2% greater than the EVA in
2004.
For all shares of Performance-Contingent
Deferred Stock which are earned by the Recipient, a stock
certificate representing an equal number of shares of CDI Stock
will be delivered to the Recipient soon after the Determination
Date. The number of shares of CDI Stock payable to the Recipient
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 the Determination Date, none of
the shares of Performance-Contingent Deferred Stock will be earned
and such shares shall be forfeited as of the date that
Recipient’s employment with the Company terminates; provided,
however, that if the Recipient’s employment with the Company
terminates as a result of death, Disability or Retirement, shares
of CDI Stock corresponding to any shares of Performance-Contingent
Deferred Stock earned will be delivered to the Recipient or his
estate.
4. Dividends . No dividends shall be paid
with respect to the Performance-Contingent Deferred Stock. In lieu
thereof, at such time as shares of CDI Stock are ear
