Exhibit 10.2
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 19, 2009.
(f) “Determination Date”
means the date that the calculation of Direct Margin Dollars is
approved by the Committee, which is anticipated to be shortly after
the audit of the Company’s 2009 financial statements are
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, as amended.
(k) “DM” means Direct
Margin (or Gross Margin) Dollars, which is the calculation of net
revenue minus Cost of Sales. Cost of Sales are the charges or costs
directly associated with the product or service being sold, such as
material or labor that is billable to a customer. Cost of sales
does not include indirect overhead costs such as rent, office or
administrative expenses.
(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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60 years of age and 20 years of
service;
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62 years of age and 15 years of
service; or
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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 DM. The percentage
of the target number of shares of PCDS which would be earned is
indicated in the table in Attachment 1. 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 (or notice of book entry issuance by the
Company’s transfer agent) 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 the Determination
Date, no shares of CDI Stock will vest and such shares shall be
forfeited as of the date that Recipient’s employment with the
Company terminates. If the Recipient’s employment with the
Company terminates between the Determination Date and the first
anniversary of the Determination Date, the Recipient will be
entitled to receive the shares of CDI Stock which vest upon the
Determination Date but the shares scheduled to vest on the first
anniversary date of the Determination Date shall be forfeited;
provided, however, that if, between the Determination Date and the
first anniversary of the Determination Date, the Recipient’s
employment with the Company terminates as a result of death,
Disability or Retirement, any shares of CDI Stock scheduled to vest
on the first anniversary date of the Determination Date will become
immediately vested.
4. Dividends . No dividends
shall be paid with respect to shares of PCDS. In lieu thereof, at
such time as shares of CDI Stock are vested, the Recipient will be
credited with that number of additional whole shares of CDI Stock
that can be purchased (based on their Fair Market Value on the
vesting date) with the sum of the dividends that would have been
paid with respect to an equal number of shares of CDI Stock between
the Date of Grant and the vesting date. The number of shares of CDI
Stock payable to the Recipient with respect to dividends shall be
decreased i
