CDI CORP.
RESTRICTED STOCK AGREEMENT
SECTION 1. GRANT OF RESTRICTED STOCK.
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SECTION 1. Grant of Restricted Stock.
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CDI Corp. (the "Company") hereby grants to Gregory L. Cowan
("Executive") 5,000 shares of the Company's common stock par value $.10 per
share, subject to the restrictions set forth herein. The Company, immediately
following the execution of this Agreement, will issue or transfer 5,000 shares
of the Company's common stock ("Stock") to Executive. The Stock shall consist of
10 certificates of 500 shares each, all registered in Executive's name (the
"Certificates"), subject to the restrictions set forth herein.
SECTION 2. Custody of Stock.
The Company will deliver the Certificates to the Secretary of the
Company ("Secretary"), to be held in escrow in accordance with the terms of this
Agreement. Simultaneously with the delivery of the Certificates, Executive will
sign and deliver to the Secretary an undated stock power with respect to each of
the Certificates, authorizing the Secretary to transfer title to each
Certificate to the Company, in the event that Executive forfeits all or a
portion of the Stock in accordance with the terms of this Agreement.
SECTION 3. Rights to Vote Stock.
Executive will be considered a shareholder with respect to the
escrowed Stock and will have all corresponding rights, including the right to
vote the Stock and to receive all dividends and other distributions with respect
to the Stock, except that Executive will have no right to sell, exchange,
transfer, pledge, hypothecate or otherwise dispose of any escrowed Stock, and
Executive's rights in the escrowed Stock will be subject to forfeiture as
provided in Section 5 of this Agreement.
SECTION 4. Vesting of Restricted Stock.
Executive will vest, if at all, in 2,500 of the shares of Stock at
the maximum rate of 500 shares per year for each of the calendar years 2000
through 2004 based on Executive's achievement of his goals for those years under
the Company's management bonus program. Executive will vest in the same
percentage of the 500 shares (up to 100%) for each year as he has achieved of
his goals for such year. Executive will vest in the other 2,500 shares of Stock
at the rate of 500 shares per year on October 25 of each of the years 2000
through 2004. If Executive's employment with the Company terminates for any
reason, none of the unvested shares shall ever vest and such shares shall be
forfeited to the Company as of the date that Executive's employment with the
Company terminates. For all shares of Stock in which Executive becomes vested,
the escrow will terminate and the Secretary will deliver the stock certificates
to Executive as soon as practicable after such shares vest.
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SECTION 5. Forfeiture of Stock.
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Executive shall forfeit all remaining escrowed Stock upon the
termination of his service as an employee of the Company for any reason or upon
any attempt by Executive to sell, exchange, transfer, pledge, hypothecate or
otherwise dispose or encumber any of the escrowed Stock. Executive shall also
forfeit any shares of escrowed Stock that were subject to vesting under Section
5(d) of the Employment Agreement, but which did not vest thereunder in a given
year because Executive did not achieve at least 100% of his bonus goals for that
year. Title to all forfeited shares of Stock shall be transferred back to the
Company as soon as reasonably practicable after they are forfeited.
SECTION 6. Stock Ownership Standards.
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If Optionee is subject to any stock ownership standards imposed by
the Company, those standards may affect Optionee's ability to sell or otherwise
transfer some or all of the Shares purchased by Optionee through the exercise of
this Option.
SECTION 7. Compliance with Laws.
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All shares of Stock issued to Executive or his personal
representative shall be transferred in accordance with all applicable laws,
regulations or listing requirements of any national securities exchange, and the
Company may take all actions necessary or appropriate to comply with such
requirements including, without limitation, withholding federal income and other
taxes with respect to such Stock; restricting (by legend or otherwise) such
Stock as shall be necessary or appropriate, in the opinion of counsel for the
Company, to comply with applicable federal and state securities laws, including
Rule 16b-3 (or any similar rule) of the Securities and Exchange Commission,
which restrictions shall continue to apply after the delivery of certificates
for the Stock to Executive or his personal representative; and postponing the
issuance or delivery of any Stock. Notwithstanding any provision in this
Agreement to the contrary, the Company shall not be obligated to issue or
deliver any Stock if such action violates any provision of any law or regulation
of any governmental authority or any national securities exchange.
SECTION 8. Agreement Not to Affect Relationship with Company.
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This Agreement shall not confer upon Executive any right to
continue in the employ or service of the Company.
SECTION 9. Adjustment for Capital Changes.
The number of shares of Stock subject to this Agreement shall be
appropriately adjusted in the event of a stock split, stock dividend,
recapitalization, or other capital change of the Company.
SECTION 10. Interpretation.
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The Company shall have the sole power to interpret this Agreement
and to resolve any disputes arising hereunder.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement the date
and year first written above.
Company:
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CDI CORP.
By ________________________________________
Mitch Wienick
President and Chief Executive Officer
EXECUTIVE:
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Gregory L. Cowan
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