Exhibit 10.l.
CDI CORP.
NON-QUALIFIED STOCK OPTION AGREEMENT
SECTION 1. GRANT OF OPTION
The CDI Corp. Board of Directors' Compensation Committee, pursuant to the
authority granted to it under the CDI Corp. 1998 Non-Qualified Stock Option
Plan, as amended (the "Plan") hereby grants to Jay G. Stuart (the "Optionee") an
option (the "Option" when reference is made to the right to purchase some or all
of the Shares) to purchase 50,000 shares of CDI Corp. common stock (the "Shares"
when reference is made to all or a portion of the shares subject to the Option),
according to the terms and conditions set forth herein and in the Plan.
SECTION 2. OTHER DEFINITIONS
(a) "Board" means the board of directors of the Company.
(b) "Cause" shall have the same meaning as is set forth in an
employment or engagement agreement between Optionee and the Company. If
there is no such agreement, then Cause shall mean:
(i) Optionee's rendering services while under the influence of
alcohol or illegal drugs;
(ii) Optionee's performing any act of dishonesty in rendering
services to the Company, including falsification of records, expense
accounts or other reports;
(iii) Optionee's conviction, whether by judgment or plea, of any
crime which constitutes a felony or which constitutes a misdemeanor
involving violence, fraud, embezzlement, theft or business activities;
(iv) Optionee's violation of any law or agreement which results
in the entry of a judgment or order enjoining or preventing Optionee from
such activities as are essential for Optionee to perform services for the
Company;
(v) Optionee's violation of any of the Company's policies which
provide for termination of employment as a possible consequence of such
violation;
(vi) conduct engaged in by Optionee which is injurious (other
than to an immaterial extent) to the Company;
(vii) the Company's receipt of reliable information from any
source of Optionee's entering into or intending to enter into competition
with the Company; or
(viii) insubordination by Optionee.
(c) "Committee" means the Compensation Committee of the Board.
(d) "Company" means CDI Corp.
(e) "Date of Exercise" means the date on which the written notice
required by Section 12 below is received by the Treasurer of the Company.
(f) "Date of Grant" means October 14, 2002, the date on which the
Option is awarded pursuant to the Plan and this Agreement
(g) "Fair Market Value" of a share of Stock means the closing price of
actual sales of shares on the New York Stock Exchange on a given date or,
if there are no such sales on such date, the closing price of the shares of
Stock on such exchange on the last date on which there was a sale, in
either case as reported on the New York Stock Exchange consolidated
transaction reporting system.
(h) "Option Price" means $25.50, representing the Fair Market Value of
a share of Stock on the Date of Grant.
(i) "Retirement" means Optionee's leaving the employ of the Company:
(i) on or after the date that Optionee 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.
(j) "Stock" means the Company's common stock, par value $.10 per
share.
(k) "Termination Date" means the earliest of:
(i) in the event of the termination of Optionee's employment
by the Company for Cause, the date of such termination;
(ii) in the event of the termination of Optionee's
employment by the Company without Cause or as a result of
Optionee's resignation, the date two weeks after the date of
such termination;
(iii) in the event of the death, Total and Permanent
Disability or Retirement of the Optionee, the date six
months after the date of such event; or
(iv) 11:59 p.m. on October 13, 2009.
(l) "Total and Permanent Disability" means a medically determinable
disability of a permanent nature as a result of which Optionee is entitled
to receive and is receiving disability benefits under the Social Security
Act.
SECTION 3. TIME OF EXERCISE
No Option shall be exercisable with respect to any Shares unless the Option
has vested with respect to such Shares in accordance with Section 4 or 5 hereof.
If vested, the Option may be exercised at any time after vesting until the
Termination Date, in whole or in part.
SECTION 4. TIME VESTING OPTION
To the extent of 17,000 shares of Stock (the "Time Vesting Option"), the
Option will vest as follows:
(a) With respect to 4,250 Shares, the Option will vest on the first
anniversary of the Date of Grant;
(b) With respect to an additional 4,250 Shares, the Option will vest
on the second anniversary of the Date of Grant; and
(c) With respect to an additional 4,250 shares, the Option will vest
on the third anniversary of the Date of Grant.
(d) With respect to the final 4,250 shares, the Option will vest on
the fourth anniversary of the Date of Grant.
Notwithstanding the above, no portion of the Option will vest on or after
the Termination Date.
SECTION 5. TARGET PRICE OPTION
To the extent of 33,000 shares of Stock (the "Target Price Option"), the
Option will vest as follows:
(a) With respect to 4,714 Shares, the Option will become vested upon
the earlier of (1) the first date that the closing price of the Stock on
the New York Stock Exchange (or if the Stock ceases to be traded on the New
York Stock Exchange, on the relevant exchange) has closed at $35.00 for any
60 days over a continuous six (6) month period or (2) October 13, 2008.
(b) With respect to 4,714 Shares, the Option will become vested upon
the earlier of (1) the first date that the closing price of the Stock on
the New York Stock Exchange (or if the Stock ceases to be traded on the New
York Stock Exchange, on the relevant exchange) has closed at $40.00 for any
60 days over a continuous six (6) month period or (2) October 13, 2008.
(c) With respect to 4,714 Shares, the Option will become vested upon
the earlier of (1) the first date that the closing price of the Stock on
the New York Stock Exchange (or if the Stock ceases to be traded on the New
York Stock Exchange, on the relevant exchange) has closed at $45.00 for any
60 days over a continuous six (6) month period or (2) October 13, 2008.
(d) With respect to 4,714 Shares, the Option will become vested upon
the earlier of (1) the first date that the closing price of the Stock on
the New York Stock Exchange (or if the Stock ceases to be traded on the New
York Stock Exchange, on the relevant exchange) has closed at $50.00 for any
60 days over a continuous six (6) month period or (2) October 13, 2008.
(e) With respect to 4,714 Shares, the Option will become vested upon
the earlier of (1) the first date that the closing price of the Stock on
the New York Stock Exchange (or if the Stock ceases to be traded on the New
York Stock Exchange, on the relevant exchange) has closed at $55.00 for any
60 days over a continuous six (6) month period or (2) October 13, 2008.
(f) With respect to 4,714 Shares, the Option will become vested upon
the earlier of (1) the first date that the closing price of the Stock on
the New York Stock Exchange (or if the Stock ceases to be traded on the New
York Stock Exchange, on the relevant exchange) has closed at $60.00 for any
60 days over a continuous six (6) month period or (2) October 13, 2008.
(g) With respect to 4,716 Shares, the Option will become vested upon
the earlier of (1) the first date that the closing price of the Stock on
the New York Stock Exchange (or if the Stock ceases to be traded on the New
York Stock Exchange, on the relevant exchange) has closed at $65.00 for any
60 days over a continuous six (6) month period or (2) October 13, 2008.
Notwithstanding the above, no portion of the Option will vest on or after
the Termination Date.
SECTION 6. ADDITIONAL OPTIONS
This is intended to be a two-year option grant, and the Executive will not
receive any additional option awards for a two-year period. After this two-year
period expires, normal option grants may be issued to Executive as determined by
the Board of Directors.
SECTION 7. WITHHOLDING
Optionee shall provide for any statutorily required federal, state or local
tax withholding hereunder by paying the necessary amount to the Company in cash
or by agreeing to accept in full satisfaction of the Option hereunder the net
number of Shares remaining after provision for those withholding taxes.
Optionee's failure to tender the required withholding amount within five days of
the Company's request for that amount shall constitute agreement to accept the
net number of Shares remaining after provision for withholding taxes, plus cash
in lieu of any remaining fractional Share. The portion of any Shares withheld
pursuant to the applicable federal, state and local tax laws shall be determined
by using the Fair Market Value of the Stock on the last trading day immediately
preceding the date that such Stock is received pursuant to the exercise of the
Option.
SECTION 8. PAYMENT FOR SHARES BY THE OPTIONEE
Full payment for Shares purchased upon the exercise of the Option shall be
made by check, bank draft or in shares of Stock that has been held by Optionee
for at least six months. In the event that payment for Shares purchased upon the
exercise of the Option is made in shares of Stock, the value of such shares
shall be equal to the Fair Market Value of the Stock on the last trading day
immediately preceding the Date of Exercise.
SECTION 9. NONTRANSFERABILITY OF OPTION
The Option may not be transferred, in whole or in part, unless the Option
is transferred (i) by will or the applicable laws of descent and distribution or
(ii) with the prior written approval of the Committee, to the spouse or
descendant of the Optionee or a trust for the benefit of the spouse or
distribution.
SECTION 10. STOCK OWNERSHIP STANDARDS
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 11. CANCELLATION OF OPTIONS AND REPAYMENT OF GAINS
Notwithstanding any other provision of this Agreement, if the Committee
determines that Optionee has entered into or intends to enter into competition
with the Company or its Subsidiaries, the Committee may, in its discretion, at
any time during the term of the non-competitive covenant, if any, in the
employment agreement or engagement agreement between Optionee and the Company
which is being violated by such competition, cancel the outstanding Options
granted to Optionee and/or require Optionee to pay to the Company an amount
equal to any gains derived from the exercise of any Options previously granted
to and exercised by Optionee during the one year period prior to the termination
of Optionee's employment or engagement with the Company.
SECTION 12. MANNER OF EXERCISE
The Option shall be exercised by giving written notice of exercise to the
Company's Treasurer, at 1717 Arch St., 35th Floor, Philadelphia, Pennsylvania
19103-2768. Such notice must state the number of Shares as to which the Option
is exercised. Each such notice shall be irrevocable once given. Notice of
exercise must be accompanied by full payment.
SECTION 13. SECURITIES LAWS
The Committee may from time to time impose any conditions on the exercise
of the Option as it deems necessary or advisable to ensure that all options
granted under the Plan, and the exercise thereof, satisfy Rule 16b-3 (or any
similar rule) of the Securities and Exchange Commission. Such conditions may
include, without limitation, the partial or complete suspension of the right to
exercise the Option.
SECTION 14. ISSUANCE OF CERTIFICATES; PAYMENT OF TAXES
(a) The Option can only be exercised as to whole shares of Stock. Upon
exercise of the Option and payment of the Option Price, a certificate for
the number of shares of Stock purchased through the exercise will be issued
and delivered by the Company to the Optionee, provided that the Optionee
has remitted to the Company an amount, determined by the Company,
sufficient to satisfy the applicable requirements to withhold federal,
state, and local taxes, or made other arrangements with the Company for the
satisfaction of such withholding requirements.
(b) Subject to the provisions of Section 13 above, the Company may
also condition delivery of certificates for shares of Stock upon the prior
receipt from the Optionee of any undertakings that it determines are
required to ensure that the certificates are being issued in compliance
with federal and state securities laws.
SECTION 15. RIGHTS PRIOR TO ISSUANCE OF CERTIFICATES
Neither the Optionee nor the person to whom the Optionee's rights shall
have passed by will or by the laws of descent and distribution shall have any of
the rights of a shareholder with respect to any shares of Stock issuable upon
exercise of the Option until the date of issuance to the Optionee of a
certificate for such shares as provided in Section 14 above.
SECTION 16. OPTION NOT TO AFFECT RELATIONSHIP WITH COMPANY
The Option shall not confer upon the Optionee any right to continue in the
employ or service of the Company.
SECTION 17. ADJUSTMENT FOR CAPITAL CHANGES
In case the number of outstanding shares of the Company's capital stock is
changed as a result of a stock dividend, stock split, recapitalization,
combination, subdivision, issuance of rights or other similar corporate change,
the Board shall make an appropriate adjustment in the aggregate number of Shares
subject to, and the Option Price of, any then outstanding Option.
SECTION 18. INTERPRETATION
The Committee shall have the sole power to interpret this Agreement and to
resolve any disputes arising hereunder.
Intending to be legally bound, the parties have executed this Agreement
effective as of the Date of Grant.
For the Compensation Committee of the OPTIONEE
Board of Directors of CDI Corp.
By: /s/ Roger H. Ballou /s/ Jay G. Stuart
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Roger H. Ballou Jay G. Stuart
President and CEO