Exhibit 10.d.
CDI CORP.
2000 STOCK UNIT PLAN
Article 1. General Description
The CDI Corp. 2000 Stock Unit Plan provides designated employees of the
Company with the opportunity to earn shares of CDI Stock, when predetermined
terms and conditions, including a vesting period, have been satisfied.
Article 2. Purpose and Effective Date
2.1. Purpose. The purpose of the Plan is to provide additional incentives
to employees thereby promoting the Company's long-term growth and financial
success by (i) attracting and retaining employees of outstanding ability, (ii)
strengthening the Company's capability to develop and maintain a highly-skilled
and motivated workforce, (iii) providing an effective means for employees to
acquire and maintain ownership of CDI Stock, (iv) motivating selected 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 June 30, 2000 and may be suspended or 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 "Account" means a bookkeeping account maintained for each Participant
in which is recorded all information related to grants of Stock Units and the
issuance of CDI Stock under the Plan.
3.2 "Award" means the grant of Stock Units to a Participant under the Plan.
3.3 "Award Certificate" means a written confirmation furnished to a
Participant of an Award of Stock Units under the Plan.
3.4 "Board" means the Board of Directors of CDI Corp.
3.5 "CDI Stock" means common stock, par value $.10 per share, of CDI Corp.
3.6 "Committee" means the CDI Corp. Compensation Committee. The members of
the Committee shall be "Non-Employee Directors" within the meaning of Rule 16b-3
under the Securities Exchange Act of 1934.
3.7 "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.
3.8 "Eligible Employee" means an employee (or group of employees identified
by job classification) of the Company who has been designated as eligible to
participate in the Plan by the Committee.
3.9 "Grant Date" means the date on which the Committee grants an Award to a
Participant.
3.10 "Participant" means an Eligible Employee who is granted an Award under
the Plan.
3.11 "Plan" means this CDI Corp. 2000 Stock Unit Plan, as amended from time
to time.
3.12 "Retirement" means a Participant's leaving the employ of the Company:
(i) on or after the date that the Participant satisfies one of the
following combinations of age and years of service with the Company:
- 60 years of age and 20 years of service;
- 62 years of age and 15 years of service; or
- 65 years of age and 5 years of service.
(ii) at such earlier date as may be approved by the Committee, in its sole
discretion.
3.13 "Stock Unit" means a bookkeeping entry in a Participant's Account
which represents a right to one share of CDI Stock upon the satisfaction of the
Vesting Period and any other conditions which the Committee, in its sole
discretion, may impose.
3.14 "Vesting Period" means that period of time which must elapse following
the Grant Date before CDI Stock is issued in exchange for the Stock Units.
Article 4. Administration
4.1 General. The Plan shall be administered by the Committee.
4.2 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, the number of Stock Units credited to an Account and the timing
of the exchange of CDI Stock for Stock 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.
4.3 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.
4.4 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 5. Participation
5.1 Participation. Subject to the terms and conditions of the Plan, an
Award of Stock Units may be made to any Participant selected by the Committee.
In making this selection and in determining the amount and terms of any Award,
the Committee may give consideration to the functions and responsibilities of
the respective Participant, his or her contributions to the success of the
Company, the value of his or her service to the Company and any other factor
deemed relevant by the Committee.
Article 6. Grant of Awards
6.1 General. Stock Units shall be granted to a Participant in such amount,
and subject to such terms and conditions, as the Committee shall determine.
6.2 Award Certificate. Each Award shall be evidenced by an Award
Certificate specifying the number of Stock Units granted, the Vesting Period and
any other terms and conditions of the Award.
6.3 Credits to Account. Stock Units granted to a Participant shall be
credited to the Participant's Account. The Account shall be the bookkeeping
record of the Stock Units granted to the Participant under the Plan, shall be
solely for accounting purposes, and shall not require the segregation of any
Company assets.
Article 7. Vesting Period of Stock Units
7.1 Vesting Period. Stock Units granted to a Participant shall vest
according to the Vesting Period determined by the Committee and set forth in the
Participant's Award Certificate. Except as provided in Section 7.2 or otherwise
determined by the Committee, if a Participant's service with the Company is
terminated for any reason before becoming 100% vested in his or her Stock Units,
such Participant's interest in the Stock Units and all rights to benefits under
the Plan shall be forfeited.
7.2 Notwithstanding the provisions of Section 7.1, unless otherwise
provided in a Participant's Award Certificate, all Stock Units granted to a
Participant shall vest upon the Participant's termination of employment by the
Company other than for cause, death, disability or Retirement.
Article 8. Payment for Stock Units
8.1 Payment. When a Participant's Stock Units become vested in accordance
with the applicable Vesting Period, and all other terms and conditions under the
Award Certificate have been satisfied, a certificate for a number of shares of
CDI Stock equal to the number of vested Stock Units will be delivered to the
Participant as soon as administratively feasible, and the corresponding Stock
Units will be cancelled.
8.2 Death of Participant. If a Participant dies, shares of CDI Stock to
which the Participant is entitled under the Plan and any Award Certificate shall
be paid to his or her surviving spouse, or if there is no such surviving spouse,
to the Participant's estate.
Article 9. General Provisions
9.1 Limits as to Transferability. Unless otherwise provided by the
Committee, Stock 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 Shareholder Rights and Privileges. A Participant shall have no rights
as a shareholder with respect to any shares of CDI Stock covered by an Award
until the issuance of a stock certificate to the Participant representing such
shares.
9.3 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.
9.4 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 subject to unvested Awards.
9.5 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.
9.6 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.
9.7 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.
9.8 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 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 Company.
* * * *
To record the adoption of the Plan, CDI Corp. has caused its authorized
officers to affix its corporate name this 14th day December, 2000.
[CORPORATE SEAL]
Attest: CDI Corp.
/s/ Joseph R. Seiders /s/ John M. Coleman
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Joseph R. Seiders John M. Coleman
Sr. V. P. & Secretary