Exhibit 10.10
FIRST AMENDMENT
TO THE
CDI CORP.
STOCK PURCHASE PLAN FOR
MANAGEMENT EMPLOYEES AND
NON-EMPLOYEE
DIRECTORS
In accordance with the power
reserved to it in Article 10 of the CDI Corp. Stock Purchase Plan
for Management Employees and Non-Employee Directors (the
“Plan”), the Board of Directors of CDI Corp. (the
“Company”) hereby amends the Plan, effective
December 31, 2008 as follows:
1. Section 4.1 of Article 4 is
hereby amended in its entirety as follows:
“4.1 Mandatory
Participation.
(i) In General. Certain Eligible
Employees designated by the Committee, in accordance with
procedures established by the Committee, no later than
December 31 of the calendar year preceding the calendar year
during which services are to be performed with respect to such
Eligible Employees’ Annual Bonus Awards, are required to
purchase SPP Units and shall automatically have 25%, or such other
percentage as the Committee shall determine at the time of such
designation, of the pre-tax amount of their Annual Bonus Awards
withheld and used to purchase SPP Units.
(ii) First Year of Eligibility.
Notwithstanding the foregoing, with respect to an Eligible
Employee’s first year of eligibility only, the Committee may
designate an Eligible Employee for mandatory participation (as
described in subsection (i) above), on any date during the
calendar year in which services are to be performed with respect to
such Eligible Employee’s Annual Bonus Award, but no later
than 30 days after the date such Eligible Employee first becomes
eligible to participate in the Plan. Such mandatory participation
shall only apply with respect to compensation paid for services
performed after the Committee designates such Eligible Employee for
mandatory participation pursuant to this Section.
(iii) For purposes of this
Section 4.1, effective December 31, 2008 and thereafter,
any designation made by the Committee regarding an Eligible
Employee’s mandatory participation pursuant to this
Section 4.1 shall renew and be effective without any action
required by the Committee for each succeeding year, unless modified
by the Committee no later than December 31 of the calendar
year preceding the year in which such modified, or eliminated,
mandatory participation is to be effective. The Committee’s
designation or renewed designation, if applicable, of an Eligible
Employee’s mandatory participation for a calendar year shall
be irrevocable.”
2. Section 4.2 of Article 4 is
hereby amended in its entirety as follows:
“4.2 Voluntary
Participation. Any Eligible Employee (including any Eligible
Employee designated to participate on a mandatory basis pursuant to
Section 4.1) may participate on a voluntary basis by electing
pursuant to Section 4.5 to have up to 25%, or such
other maximum percentage as the Committee may
determine, of the pre-tax amount of his or her Annual Bonus Award
withheld and used to purchase SPP Units. For those Eligible
Employees described in Section 4.1, this amount is in addition
to the automatic, required withholding described in
Section 4.1.”
3. Section 4.5 is hereby
amended in its entirety to read as follows:
“4.5 Eligible Employee
Elections.
(i) In General. An Eligible Employee
must notify the Committee by such time as the Committee determines,
which shall be no later than December 31 of the year preceding
the year during which services are performed with respect to such
Eligible Employee’s Annual Bonus Award, of the percentage of
such Annual Bonus Award that such Eligible Employee voluntarily
elects to use to purchase SPP Units pursuant to Section 4.2,
if any, and the number of years that such Eligible Employee elects
to have in the Vesting Period for SPP Units to be purchased
pursuant to Sections 4.1 and/or 4.2.
(iii) First Year of Eligibility.
Notwithstanding the foregoing, with respect to an Eligible
Employee’s first year of eligibility only, such Eligible
Employee may make an election described in subsection
(i) above during the calendar year in which services are to be
performed with respect to such Eligible Employee’s Annual
Bonus Award, but no later than 30 days after the date such Eligible
Employee first becomes eligible to participate in the Plan. Such
election shall only apply with respect to compensation paid for
services performed after the election date.
(iii) If an Eligible Employee fails
to make such an election, the Eligible Employee shall be deemed to
have elected not to make any voluntary purchases of SPP Units for
that year and to have elected a three year Vesting Period for any
SPP Units involu
