CDI CORP.
STOCK PURCHASE PLAN FOR
MANAGEMENT EMPLOYEES AND NON-EMPLOYEE DIRECTORS
Article 1. General Description
The CDI Corp. Stock Purchase Plan for Management Employees and Non-Employee
Directors (the "Plan") provides designated management employees and non-employee
members of the Company's Board of Directors with the opportunity to purchase CDI
Stock on a pre-tax basis. In addition, many Participants will be eligible to
receive an additional contribution of CDI Stock from the Company.
Under the Plan, management employees use a portion of their Annual Bonus
Awards and non-employee directors use a portion of their Directors' Fees to
purchase "units", each of which represents a share of CDI Stock. After a Vesting
Period elapses, a number of shares of CDI Stock equal to the number of "units"
which have vested will be delivered to the Participant.
Article 2. Purpose and Effective Date
2.1. Purpose. The purpose of the Plan is to provide financial incentives
for selected management employees and non-employee directors thereby promoting
the Company's long-term growth and financial success by (i) attracting and
retaining management employees and non-employee directors of outstanding
ability, (ii) strengthening the Company's capability to develop and maintain a
highly-skilled and motivated management team and Board of Directors,
(iii) providing an effective means for selected management employees and
non-employee directors to acquire and maintain ownership of CDI Stock, (iv)
motivating selected management employees to achieve long-range performance goals
and objectives and (v) providing incentive compensation opportunities
competitive with those of other major corporations.
2.2. Effective Date and Termination of the Plan. The Plan is effective as
of January 1, 1998 and may be terminated at any time by the Board.
Article 3. Definitions
The following words and phrases used in the Plan shall have the following
meanings unless a different meaning is plainly required by the context:
3.1 "Annual Bonus Award" means an incentive payment made pursuant to the
Management Bonus Program applicable to an Eligible Employee of the Company.
3.2 "Board"means the Board of Directors of CDI Corp.
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3.3 "Cause" shall be deemed to exist, with respect to Director
Participants, only if the Board determines, in accordance with CDI Corp.'s
by-laws, that grounds exist for the removal of the director. With respect to
Employee Participants, Cause shall have the same meaning as is set forth in the
Employee Participant's employment agreement with the Company. If there is no
such agreement, then Cause shall mean any of the following:
(i) rendering services while under the influence of alcohol or
illegal drugs;
(ii) performing any act of dishonesty in rendering services to the
Company, including falsification of records, expense accounts or
other reports;
(iii)conviction, whether by judgment or plea, of any crime which
constitutes a felony or which constitutes a misdemeanor involving
violence, fraud, embezzlement, or theft;
(iv) violation of any law or agreement which results in the entry of a
judgment or order enjoining or preventing the Employee
Participant from such activities as are essential to perform
services for the Company;
(v) violation of any of the Company's policies which provide for
termination of employment as a possible consequence of such
violation;
(vi) engaging in conduct which is injurious (other than to an
immaterial extent) to the Company;
(vii)the Company's receipt of reliable information from any source of
the Employee Participant entering into or intending to enter into
competition with the Company; or
(viii) refusal to perform such duties as may be delegated or assigned
to the Employee Participant, consistent with the Employee
Participant's position, by his or her supervisor.
3.4 "CDI Stock" means common stock, par value $.10 per share, of CDI Corp.
3.5 "Committee" means the CDI Corp. Compensation Committee. The members of
the Committee shall be "Outside Directors" as defined or interpreted for
purposes of Section 162(m) of the Internal Revenue Code and "Disinterested
Persons" within the meaning of Rule 16b-3 under the Securities Exchange Act of
1934.
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3.6 "Company", as the context requires, means CDI Corp., CDI Corp. and its
subsidiaries or the individual subsidiary of CDI Corp. which employs an Eligible
Employee. For purposes of Director Participants, Company shall mean only CDI
Corp.
3.7 "Director's Fees" means retainer fees paid by the Company in any
Director Year to a non-employee member of the Board.
3.8 "Director Participant" means an Eligible Director who has purchased SPP
Units.
3.9 "Director Year" means the period from the Company's Annual Meeting of
Shareholders at which a director is elected to the Board until the next Annual
Meeting of Shareholders and generally means from May through April.
3.10 "Eligible Director" means a non-employee member of the Board who
receives Director's Fees.
3.11 "Eligible Employee" means an employee of the Company who has been
designated by the Committee as being eligible to participate in the Plan.
3.12 "Employee Participant" means an Eligible Employee who has purchased
SPP Units.
3.13 "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 date on which there was a sale.
3.14 "Fiscal Year" means the fiscal year of the Company, which ends each
December 31.
3.15 "Participant" means an Employee Participant or Director Participant.
3.16 "Personal Representative" means the person or persons who, upon the
death, disability or incompetency of a Participant, shall have acquired, by will
or by the laws of descent and distribution or by other legal proceedings, the
right to any SPP Unit or underlying shares of CDI Stock.
3.17 "SPP Account" means the account maintained for a Participant in which
is recorded all information related to purchases of SPP Units and the issuance
of CDI Stock under the Plan.
3.18 "SPP Unit" means a bookkeeping entry which is entered in a
Participant's SPP Account which represents a right to one share of CDI Stock
upon the satisfaction of the Vesting Period applicable to such SPP Unit and upon
the satisfaction of any other
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conditions which the Committee may impose.
3.19 "Vesting Period" means that period of time which must elapse following
a Participant's purchase of an SPP Unit, or the Company's matching contribution
of an SPP Unit, before CDI Stock is issued in exchange for the SPP Units.
Article 4. Employee Participation
An Eligible Employee participates in the Plan by using a portion of his or
her Annual Bonus Award to purchase SPP Units. Participation is either mandatory
or voluntary.
4.1 Mandatory Participation. Certain senior executives designated by the
Committee are required to participate in the Plan and will automatically have
25%, or such other percentage as the Committee may determine, of the pre-tax
amount of their Annual Bonus Awards withheld and used to purchase SPP Units.
4.2 Voluntary Participation. Any Eligible Employee may participate on a
voluntary basis by electing 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
subject to mandatory participation, this amount is in addition to the automatic,
required withholding described in 4.1.
4.3 Company Matching Contributions. Unless otherwise determined by the
Committee, the Company will make a matching contribution to an Employee
Participant's SPP Account of one SPP Unit for every three SPP Units purchased by
the Employee Participant through voluntary, but not mandatory, participation.
4.4 Calculation of SPP Units and Crediting of SPP Accounts. The number of
SPP Units which will be credited to an Employee Participant's SPP Account will
be calculated by dividing the amount of the Employee Participant's Annual Bonus
which is being used to purchase SPP Units by the Fair Market Value of a share of
CDI Stock on the date the Employee Participant's SPP Account is credited.
Employee Participants' SPP Accounts will be so credited as promptly as is
practicable following the public release of the Company's audited financial
results for the Fiscal Year for which the applicable Annual Bonus Award is being
calculated.
4.5 Employee Participant Elections. On or before June 30th of each year, or
such other date as the Committee may determine, an Employee Participant must
notify the Company of (i) that percentage of the Employee Participant's Annual
Bonus Award, if any, which the Employee Participant will earn for that year
which the Employee Participant elects to use to purchase SPP Units, and (ii) the
number of years which the Employee Participant elects to have in the Vesting
Period for those SPP Units. If the Employee Participant fails to make such an
election, the Employee Participant will be
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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 purchased
through mandatory participation for that year.
Article 5. Director Participation
An Eligible Director participates in the Plan by using a portion of his or
her Director's Fees to purchase SPP Units. Participation is either mandatory or
voluntary.
5.1 Mandatory Participation. Certain Eligible Directors may be required to
participate in the Plan to fulfill stock ownership requirements established by
the Board and will automatically have the appropriate amount, as the Board
determines, of the pre-tax amount of their Director's Fees withheld and used to
purchase SPP Units.
5.2 Voluntary Participation. Eligible Directors may voluntarily elect to
have up to 100% of the pre-tax amount of their Director's Fees withheld and used
to purchase SPP Units.
5.3 Company Matching Contributions. Unless otherwise determined by the
Committee, the Company will make a matching contribution to a Director
Participant's SPP Account of one SPP Unit for every three SPP Units purchased by
the Director Participant through voluntary, but not mandatory, participation.
5.4 Calculation of SPP Units and Crediting of SPP Accounts. The number of
SPP Units that will be credited to a Director Participant's SPP Account will be
calculated by dividing the amount of the Director's Fees that are being used to
purchase SPP Units by the Fair Market Value of a share of CDI Stock on the date
the Director Participant's SPP Account is credited.
5.5 Director Participant Elections. Prior to the first day of a Director
Year, the Director Participant must notify the Company of (i) that percentage of
such Director's Fees for that Director Year, if any, that the Director
Participant elects to use to purchase SPP Units, and (ii) the number of years
which the Director Participant elects to have in the Vesting Period for those
SPP Units. If the Director Participant fails to make such an election, the
Director Participant will 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 purchased through mandatory participation for that
year.
Article 6. Vesting
6.1 All SPP Units purchased or contributed to a Participant's SPP Account
for a particular year will be subject to a Vesting Period of from three to ten
years, as chosen by the Participant. A Vesting Period chosen for a particular
year's SPP Units will be
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applicable to all SPP Units acquired for that year - whether through mandatory
or voluntary purchase or through matching Company contribution - and will run
from the date the SPP Units are credited to the Participant's SPP Account.
6.2 When a Vesting Period elapses, a certificate for a number of shares of
CDI Stock equal to the number of SPP Units which were subject to the elapsed
Vesting Period will be delivered to the Participant, and the SPP Units will be
cancelled.
6.3 SPP Units may not be sold, pledged or transferred during the Vesting
Period.
6.4 If a Participant's employment or service with the Company terminates
before the Vesting Period applicable to any SPP Units has elapsed, the following
will apply:
(i) if the termination occurs less than three years after the
purchase of the SPP Units and is by the Company for Cause or as a
result of the Participant's resignation (other than for
retirement), the Participant will receive, in cash and not CDI
Stock, the lesser of the amount paid for the SPP Units or the
then current market price of the underlying shares of CDI Stock.
(Participants will forfeit any SPP Units credited to his or her
account as a result of matching Company contributions); or
(ii) if the termination occurs more than three years after the
purchase of the SPP Units for any reason whatsoever, or if the
termination occurs at any time after the purchase of the SPP
Units due to the retirement of the Participant or for reasons
other than termination by the Company for Cause or the
Participant's resignation, then the unvested SPP Units will
immediately vest and a number of shares of CDI Stock equal to the
number of such SPP Units will be delivered to the Participant or
his or her Personal Representative (For this purpose, a
Director's choice not to stand for re-election as a Director will
be treated as a retirement).
Article 7. CDI Stock Ownership Requirements
Certain Participants in the Plan will be required to adhere to the CDI
Stock Ownership Requirements, a copy of which will be delivered to each such
Participant.
Article 8. Administration
8.1 General. The Plan shall be administered by the Committee.
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8.2 Plan Interpretation. The Committee shall have the authority and
responsibility to interpret and construe the Plan and decide all questions
arising thereunder, including, without limitation, questions of eligibility for
participation, eligibility to make purchases or receive matching contributions,
the amount of account balances and the timing of the exchange of CDI Stock for
SPP Units, and shall have the authority to deviate from the literal terms of the
Plan to the extent the Committee determines it to be necessary or appropriate to
operate the Plan in compliance with the provisions of applicable law. The
Committee's interpretations of the Plan, and all actions taken and
determinations made by the Committee pursuant to the powers vested in it
hereunder, shall be conclusive and binding on all parties concerned, including
the Company and any employee or non-employee director.
8.3 Responsibilities and Reports. The Committee may, pursuant to a written
instruction, delegate specific duties and responsibilities to other named
persons; provided, however, that any such delegation may not violate or
otherwise contravene any requirement of applicable law. The Committee shall be
entitled to rely conclusively upon all tables, valuations, certificates,
opinions and reports that are furnished by any accountant, controller, counsel,
or other person who is employed or engaged for such purposes.
8.4 Powers of Committee. Subject to the provisions of the Plan, the
Committee shall have all necessary powers to administer and interpret the Plan
including, without limitation:
(i) The authority to adopt such rules, regulations and instruments
for the administration of the Plan and for the conduct of its
business as the Committee deems necessary or advisable;
(ii) The authority to designate which employees of the Company are
Eligible Employees;
(iii)The Committee may correct any defect or supply any omission or
reconcile any inconsistency in the Plan in such manner and to the
extent the Committee shall determine in order to carry out the
purposes of the Plan.
Article 9. General Provisions
9.1 Limits as to Transferability. Unless otherwise provided by the
Committee, SPP Units are not transferable by the Participant otherwise than by
will or, if the Participant dies intestate, by the laws of descent and
distribution.
9.2 Shares Available Under the Plan. The CDI Stock to be offered under the
Plan will be authorized but unissued CDI Stock or CDI Stock previously issued
and outstanding and reacquired by the Company.
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9.3 Adjustments Upon changes in Stock. In case of any reorganization,
recapitalization, stock split, stock dividend, combination of shares, merger,
consolidation, rights offering, or any other changes in the corporate structure
or shares of the Company, appropriate adjustments may be made by the Committee
(or if the Company is not the surviving corporation in any such transaction, the
board of directors of the surviving corporation) in the number and kind of
shares and the price per share subject to outstanding SPP Units.
9.4 Amendment, Suspension, and Termination of Plan. The Board or a
designated committee may suspend or terminate the Plan or any portion thereof at
any time, and may amend the Plan from time to time in such respects as the Board
may deem advisable. No such amendment, suspension, or termination shall alter or
impair any outstanding SPP Units without the consent of the Participant
adversely affected thereby.
9.5 Nonuniform Determinations. The Committee's determinations under the
Plan, including without limitation, the determination of Eligible Employees,
need not be uniform and may be made by it selectively among Participants whether
or not such Participants are similarly situated.
9.6 No Right to Employment or Continued Service. Neither the action of the
Company in establishing the Plan, nor any action taken by it or by the Board or
the Committee under the Plan, nor any provision of the Plan or any Agreement,
shall be construed as giving to any person the right to be retained in the
employ of the Company.
9.7 Funding; Unsecured Status. The Company will not be required to
segregate or hold separately from its general assets any amounts credited to a
Participant's SPP Account, and shall be under no obligation whatsoever to fund
in advance any amounts under the Plan. The right of a Participant to receive any
amounts or shares of CDI Stock under the Plan shall be an unsecured claim
against the general assets of the Company.
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