RELEASE AND WAIVER OF CLAIMS
and
NON-COMPETITION AGREEMENT
THIS IS A RELEASE AND WAIVER OF CLAIMS AND NON-COMPETITION AGREEMENT
(hereinafter referred to as "Agreement") made this 26th day of October 2000, by
and between CDI Corp. (hereinafter referred to as "Company") and Mitch Wienick
(hereinafter referred to as "Employee") which is entered into in connection with
Employee's resignation of his employment with Company as of October 17, 2000
("termination date").
1. AS CONSIDERATION for Employee's release and waiver of claims and
non-competition undertakings set forth herein, Company hereby agrees to:
(a) Pay Employee a lump payment of $570,000.
(b) Pay for outplacement services for Employee at an outplacement
firm to be agreed upon by Employee and Company, to a maximum
Company payment of $30,000.
Such consideration will be paid to Employee provided that (i) Employee has
executed this Agreement, (ii) the seven (7) day revocation period provided in
Section 9, below, has expired and (iii) Employee has not exercised his right of
revocation.
2. IN EXCHANGE for such consideration, Employee hereby, on behalf of
himself, his descendants, ancestors, dependents, heirs, executors,
administrators, assigns and successors, covenants not to make any claim or
initiate any lawsuit, and fully and forever releases and discharges Company and
its subsidiaries, affiliates, divisions, successors, and assigns, together with
its and their past and present directors, officers, agents, attorneys, insurers,
employees, stockholders, and representatives, from any and all claims, wages,
demands, rights, liens, agreements, contracts, covenants, actions, suits, causes
of action, obligations, debts, costs, expenses, attorneys' fees, damages,
judgments, orders or liabilities of whatsoever kind or nature in law, equity or
otherwise, whether now known or unknown, suspected or unsuspected which Employee
now owns or holds or has at any time heretofore owned or held against said
Company, arising out of or in any way connected with Employee's employment
relationship with Company, or the termination of that employment, or any other
transactions, occurrences, acts or omissions or any loss, damage or injury
whatsoever, known or unknown, suspected or unsuspected, resulting from any act
or omission by or on the part of Company committed or omitted prior to the date
of this Agreement, including, but not limited to claims under Title VII of the
Civil Rights Act of 1964, the Age Discrimination in Employment Act, any state
statute which deals with discrimination or any claim for severance pay, bonus,
salary, overtime pay, sick leave, holiday pay, vacation pay, stock options or
other stock related compensation or programs, life insurance, health or medical
insurance or any other fringe benefit, workers' compensation or disability
benefit.
This Agreement shall not, however, release any rights to:
(i) those items to be paid as consideration hereunder and
specifically set forth above;
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(ii) payments to which Employee would otherwise be entitled
under any Company insurance, retirement, 401(k) plan,
stock option or other stock based plan - the benefits
under which will be paid in accordance with the terms of
such plans based on the termination of Employee's
employment occurring through a voluntary resignation; or
(iii) payment of salary through the date of termination of
employment set forth above (however, no bonus will be paid
for 2000), all PDOs earned and accrued through the date of
termination and reimbursement of all business expenses
incurred by Employee in connection with the Company's
business and in accordance with the Company's policy for
the reimbursement of such expenses.
3. Employee also agrees that for the two-year period beginning on
the termination date, Employee will not:
(i) own, manage, operate, finance, join, control, or
participate in the ownership, management, operation,
financing or control of, or be connected, directly or
indirectly, as proprietor, partner, shareholder, director,
officer, executive, employee, agent, creditor, consultant,
independent contractor, joint venturer, investor,
representative, trustee or in any other capacity or manner
whatsoever with, any entity that engages or intends to
engage in any Competing Business anywhere in the world.
"Competing Business" means any business or other
enterprise which engages in the staffing business; and
(11) directly or indirectly, solicit, interfere with or attempt
to entice away from the Company, any officer or management
employees of the Company or anyone who was one of the
Company's officers or management employees within 12
months prior to such contact, solicitation, interference
or enticement; and
(iii) contact, solicit, interfere with or attempt to entice away
from the Company, any customer on behalf of a Competing
Business.
Employee acknowledges that, in the event there is a breach of any of
the above restrictions and obligations by Employee, the Company will suffer
irreparable harm, the amount of which will be impossible to ascertain.
Accordingly, in the event of such breach the Company will be entitled to cease
making payments under this Agreement and, if it so elects, to institute and
prosecute proceedings in any court of competent jurisdiction, either at law or
in equity, to obtain damages for any breach or to enforce specific performance
of the provisions or to enjoin Employee from committing any act in breach of
this Agreement.
4. Employee warrants and agrees that he is responsible for any federal,
state, and local taxes, which may be owed by him by virtue of the receipt of any
portion of the consideration herein, provided. Company will, however, make any
appropriate withholdings on amounts to be paid hereunder, as required by law.
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5. Employee agrees to perform certain actions that may be reasonably
necessary in Company's defense or prosecution of disputes, claims and/or
lawsuits that involve matters or events, which occurred during Employee's period
of employment with Company. Such actions would include reviewing files and
records, attending meetings, giving depositions, attending and testifying at
trials and performing similar actions. Company agrees to provide reasonable
notice, and as much notice as is practicable under the circumstances, to
Employee before requesting Employee to perform any such actions. Company further
agrees to cooperate with Employee in scheduling all such actions so as not to
unduly burden Employee or to unduly interfere with Employee's other activities
and responsibilities. Company agrees to promptly reimburse Employee for all
out-of-pocket costs (including travel, meal and lodging costs) reasonably
incurred by Employee in fulfilling Employee's responsibilities under this
paragraph, upon Employee's providing proper documentation of such cost.
6. Employee acknowledges that he has been encouraged to seek the advice of
an attorney of his choice in regard to this Agreement. Company and Employee
represent that they have relied upon the advice of their attorneys, who are
attorneys of their own choice, or they have knowingly and willingly not sought
the advice of their attorneys. Employee hereby understands and acknowledges the
significance and consequences of such an Agreement and represents that the terms
of this Agreement are fully understood and voluntarily accepted by him.
7. Both Employee and Company have cooperated in the drafting and
preparation of this Agreement. Hence, in any construction to be made of this
Agreement, the same shall not be construed against any party on the basis that
the party was the drafter.
8. Employee acknowledges that he has had at least twenty-one (21) days to
consider the terms of this Agreement prior to his signing it. If Employee has
executed this Agreement prior to the end of such twenty-one (21) day
consideration period, Employee acknowledges that such decision to waive any
portion of the twenty-one (21) day consideration period was done knowingly and
voluntarily.
9. Employee further understands that he may revoke this Agreement within
seven (7) days following his signing of the Agreement by giving written notice
of such revocation to Company. Such notice must be dated within such seven day
time period and must be received promptly thereafter by Company.
10. This Agreement constitutes the entire agreement concerning the
termination of Employee's employment and all other subjects addressed herein
except for the provisions of Employee's Employment Agreement with the Company
entered into as of April 8, 2000 that survive the termination of Employee's
employment. This Agreement supersedes and replaces all prior negotiations. All
agreements, proposed or otherwise, whether written or oral, concerning all
subject matters covered herein are incorporated into this Agreement. The use of
male pronouns herein is done for convenience only and shall be construed to mean
and apply to both the male and female genders.
11. If one or more of the provisions of this Agreement shall for any reason
be held invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect or impair any other provision of
this Agreement, but this Agreement shall be construed as if such invalid,
illegal or unenforceable provision had not been contained herein.
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12. Employee agrees to maintain the terms of this Agreement as confidential
and not to disclose such terms to any party except his immediate family and his
legal and financial advisors. Employee also agrees not to make any disparaging
remarks about the Company.
- ----------------------------- -----------------------------------------
Date Mitch Wienick
CDI CORP.
By:
- -------------------------------- -----------------------------------------
Date Walter R. Garrison, Chairman of the Board
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