Exhibit 10.m.
CDI CORP.
RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement (the "Agreement") is entered into as of
this 14th day of October, 2002 between CDI Corp., a Pennsylvania corporation
(the "Company"), and Jay G. Stuart ("Executive").
SECTION 1. GRANT OF RESTRICTED STOCK.
The Company hereby grants to Executive 10,000 shares of the Company's
common stock par value $.10 per share, subject to the restrictions set forth
herein. The Company, following the execution of this Agreement, will issue
10,000 shares of the Company's common stock (the "Stock") to Executive. The
Stock shall consist of four certificates of 2,500 shares each, registered in
Executive's name (the "Certificates"), subject to the restrictions set forth
herein.
SECTION 2. CUSTODY OF STOCK.
The Company will deliver the Certificates to the Secretary of the Company
(the "Secretary"), to be held in escrow in accordance with the terms of this
Agreement. Simultaneously with the delivery of the Certificates, Executive will
sign and deliver to the Secretary an undated stock power with respect to each of
the Certificates, authorizing the Secretary to transfer title to each
Certificate to the Company, in the event that Executive forfeits all or a
portion of the Stock in accordance with the terms of this Agreement.
SECTION 3. RIGHTS TO VOTE STOCK.
Executive will be considered a shareholder with respect to the escrowed
Stock and will have all corresponding rights, including the right to vote the
Stock and to receive all dividends and other distributions with respect to the
Stock, except that Executive will have no right to sell, exchange, transfer,
pledge, hypothecate or otherwise dispose of any escrowed Stock, and Executive's
rights in the escrowed Stock will be subject to forfeiture as provided in
Section 5 of this Agreement.
SECTION 4. VESTING OF RESTRICTED STOCK.
Executive will vest, if at all, in all grants of restricted shares of Stock
at the rate of 25% per year on the anniversary date of the original grant. If
Executive's employment with the Company terminates for any reason, none of the
unvested Stock shall ever vest and such shares shall be forfeited to the Company
as of the date that Executive's employment with the Company terminates. For all
shares of Stock in which Executive becomes vested, the escrow will terminate and
the Secretary will deliver the stock certificates to Executive as soon as
practicable after such shares vest.
SECTION 5. FORFEITURE OF STOCK.
Executive shall forfeit all remaining escrowed Stock upon the termination
of his service as an employee of the Company for any reason or upon any attempt
by Executive to sell, exchange, transfer, pledge, hypothecate or otherwise
dispose or encumber any of the escrowed Stock. Title to all forfeited shares of
Stock shall be transferred back to the Company as soon as reasonably practicable
after they are forfeited.
SECTION 6. COMPLIANCE WITH LAWS.
All shares of Stock issued to Executive or his personal representative
shall be transferred in accordance with all applicable laws, regulations or
listing requirements of any national securities exchange, and the Company may
take all actions necessary or appropriate to comply with such requirements
including, without limitation, withholding federal income and other taxes with
respect to such Stock; restricting (by legend or otherwise) such Stock as shall
be necessary or appropriate, in the opinion of counsel for the Company, to
comply with applicable federal and state securities laws, including Rule 16b-3
(or any similar rule) of the Securities and Exchange Commission, which
restrictions shall continue to apply after the delivery of certificates for the
Stock to Executive or his personal representative; and postponing the issuance
or delivery of any Stock. Notwithstanding any provision in this Agreement to the
contrary, the Company shall not be obligated to issue or deliver any Stock if
such action violates any provision of any law or regulation of any governmental
authority or any national securities exchange.
SECTION 7. AGREEMENT NOT TO AFFECT RELATIONSHIP WITH COMPANY.
This Agreement shall not confer upon Executive any right to continue in the
employ or service of the Company.
SECTION 8. ADJUSTMENT FOR CAPITAL CHANGES.
The number of shares of Stock subject to this Agreement shall be
appropriately adjusted in the event of a stock split, stock dividend,
recapitalization, or other capital change of the Company.
SECTION 9. INTERPRETATION.
The Company shall have the sole power to interpret this Agreement and to
resolve any disputes arising hereunder.
IN WITNESS WHEREOF, the undersigned have executed this Agreement the date
and year first written above.
CDI CORP.
By: /s/ Roger H. Ballou
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Roger H. Ballou
President and CEO
EXECUTIVE:
/s/ Jay G. Stuart
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Jay G. Stuart