CONSULTING AND NON-COMPETITION AGREEMENT
AND
RELEASE AND WAIVER OF CLAIMS
This is a Consulting and Non-Competition Agreement and Release and
Waiver of Claims (hereinafter referred to as "Agreement") made this 4th day of
June, 2001, by and between CDI Corporation (hereinafter referred to as
"Company") and Brian J. Bohling (hereinafter referred to as "Employee") which is
entered into in connection with the termination of Employee's employment with
Company as of August 3, 2001 (hereinafter referred to as the "Termination
Date").
1. AS CONSIDERATION for Employee's promises and undertakings set forth in this
Agreement, Company hereby agrees to:
(a) Continue to pay Employee his salary and benefits through the
Termination Date. Company and Employee agree, however, that
Employee will not be required to render services on a full-time
basis between the date of this Agreement and the Termination Date
but, rather, Employee will be available to, and will perform such
specific projects and render such services as are directed by
Company's Chief Executive Officer.
(b) Pay Employee the amount of $256,680.00 in biweekly installments of
$9,872.31 each over the one year period from the Termination Date
through August 3, 2002 ("the Consulting Term").
(c) Pay Employee promptly following the Termination Date the amount of
$32,085.00 representing twenty-five percent (25%) of Employee's
target bonus for 2001. In the event the actual bonus that would
otherwise have been paid to Employee for 2001 exceeds this amount,
the difference will be paid to Employee in March 2002.
(d) Pay Employee promptly following the Termination Date for all of
Employee's PDOs that are earned but unused through the Termination
Date.
(e) Pay Employee promptly following the Termination Date the amount of
$15,000.00 for outplacement services.
(f) Beginning on the Termination Date, pay on Employee's behalf, the
same portion of the insurance premium for Employee's COBRA
insurance coverage as Company was paying toward the premium for
Employee's group insurance coverage immediately prior to the
Termination Date. These payments are contingent upon Employee
electing COBRA coverage and will continue for so long as Employee
maintains COBRA coverage but not beyond August 3, 2002.
(g) Permit Employee to keep the Company laptop computer he has been
using as of the date hereof. Additionally, Employee's telephone
extension at Company's headquarters office will continue to be
answered in Employee's name until November 30, 2001. Also
Employee's cell phone service through the Company will be
continued until November 30, 2001.
(h) Permit Employee to use the Company's condominium in Park City,
Utah as previously planned from June 27, 2001 through July 10,
2001.
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 10, below, has expired and (iii) Employee has not exercised the right
of revocation.
2. IN EXCHANGE for such consideration, Employee hereby, on behalf of
Employee, Employee's 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 parent, 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 any other stock related compensation or programs,
life insurance, health or medical insurance or any other fringe benefit,
workers' compensation or disability benefit or any claim under the Employment
Agreement between Employee and Company dated July 8, 1997 or any other agreement
entered into between Company and Employee during the period of Employee's
employment with Company.
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This Agreement shall not, however, release any rights to (i) those items to
be paid as consideration hereunder and specifically set forth above, (ii)
payments or rights to which Employee would otherwise be entitled under any
Company benefit or compensation plan or program - the benefits under which will
be paid in accordance with the terms of such plans or programs, or (iii)
reimbursement of any 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.
In connection with section (ii) of the previous paragraph, Employee's
previously granted stock options will continue to vest according to their
vesting schedules during the Consulting Term per the terms of the 1998 Stock
Option Plan and vested options will be exercisable until August 3, 2002 per the
terms of the Executive Severance Program. Additionally, Employee will, as of the
Termination Date, be 100% vested in his Retirement Plan account, his
Supplemental Retirement Agreement account and his Excess Benefit Plan account.
3. During the Consulting Term, Employee will render up to twenty (20) days
of consulting services to CDI. These services will be rendered at the request of
the Company's Chief Executive Officer at times reasonably convenient to
Employee.
4. Employee also agrees to perform certain actions that may be reasonably
necessary in the 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 the 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 him to perform any such actions. Company further
agrees to attempt to schedule all such actions at times reasonably convenient to
Employee.
5. Employee also agrees as follows:
(a) For the two year period beginning on the Termination Date, he 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
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ii) 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.
(b) He will hold all of the Company's Confidential Information in the
strictest confidence and will not use any Confidential Information
for any purpose and will not publish, disseminate, disclose or
otherwise make any Confidential Information available to any third
party. "Confidential Information" means all information, data,
know-how, systems and procedures of a technical, sensitive or
confidential nature in any form relating to the Company or its
customers, including, without limitation, all business and
marketing plans, marketing and financial information, pricing,
profit margin, cost and sales information, operations information,
forms, contracts, bids, agreements, legal matters, information or
plans regarding mergers and/or acquisitions, unpublished written
materials, names and addresses of customers and prospective
customers, systems for recruitment, contractual arrangements,
market research data, information about employees, suppliers and
other companies with which the Company has a commercial
relationship, plans, methods, concepts, computer programs or
software in various stages of development, passwords, source code
listings and object code.
(c) He has returned, or will promptly after the date hereof return, to
the Company all copies of any Company files, records or materials
that Employee had in his possession except for materials needed by
Employee to work on projects at the direction of the Company
through the Termination Date and during the Consulting Term. All
such materials will promptly be returned to the Company as work on
each such project has been completed.
(d) 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, the Company shall be entitled, 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
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any act in breach of this Agreement. The Company will also be
entitled to discontinue any remaining payments to be made under this
Agreement and Employee will immediately reimburse the Company for
all payments already made under this Agreement.
References in this Section 5 to the Company shall include the Company, its
subsidiaries, divisions and affiliates.
6. 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.
7. 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.
8. 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.
9. Employee acknowledges that he has had at least twenty-one (21) days to
consider the terms of this Agreement prior to 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 day (21) consideration period was done knowingly and
voluntarily.
10. 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.
11. This Agreement constitutes the entire agreement concerning the
termination of Employee's employment and all other subjects addressed herein.
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.
12. 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
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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.
13. Employee and Company agree to maintain the terms of this Agreement as
confidential and not to disclose such terms to any party except legal and
financial advisors and, in Employee's case, his immediate family. Company and
Employee also agree that they will not make any negative, disparaging or
defamatory comments about each other.
CDI Corporation
By: /s/ Allen M. Levantin /s/ Brian J. Bohling
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Allen M. Levantin Brian J. Bohling
President and Chief Executive Officer