Form of Performance-Contingent Deferred Stock Agreement for 2010 awards



  
 Exhibit 10.3

 CDI Corp. 
 PERFORMANCE-CONTINGENT DEFERRED STOCK AGREEMENT 
 1. Grant of
Performance-Contingent Deferred Stock. The Company hereby grants to [Insert Name] a target number of [Insert Number] shares of Performance-Contingent Deferred Stock (“PCDS”), with a maximum possible payout
of up to one hundred and sixty percent of the target number of shares of PCDS. The maximum possible payout is dependent upon the Company’s performance as set forth in Section 3. This Grant is subject to the terms, definitions and
provisions of the Plan, which is incorporated herein by reference. In the event of a conflict between the terms of this Agreement and the Plan, the Plan will prevail. 
 2. Definitions. 
 (a) “Board” means the Board of Directors of CDI
Corp. 
 (b) “CDI Stock” means CDI Corp. common stock, par value $.10 per share. 

(c) “Committee” means the Compensation Committee of the Board or its successor. 

(d) “Company”, as the context requires, means CDI Corp., CDI Corp. and its subsidiaries, or the individual subsidiary of CDI
Corp. which employs or retains the Recipient. 
 (e) “Date of Grant” means February 25, 2010. 

 (f) “Determination Date” means the date that the calculation of Direct Margin Dollars is approved by the Committee,
which is anticipated to be shortly after the audit of the Company’s 2010 financial statements are completed. 
 (g)
“Disability” means a physical, mental or other impairment within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended. 
 (h) “Fair Market Value” means the closing price of actual sales of CDI Stock on the New York Stock Exchange composite tape on a given date or, if there are no such sales on such date, the
closing price of CDI Stock on such Exchange on the last preceding date on which there was a sale. 
 (i) “Grant” means
the grant of PCDS to the Recipient which is described in Section 1 of this Agreement. 
 (j) “Plan” means the CDI
Corp. 2004 Omnibus Stock Plan, as amended. 
 (k) “DM” means Direct Margin (or Gross Margin) Dollars, which is the
calculation of net revenue minus Cost of Sales. Cost of Sales are the charges or costs directly associated with the product or service being sold, such as material or labor that is billable to a customer. Cost of sales does not include indirect
overhead costs such as rent, office or administrative expenses. 







  
 (l)
“Retirement” means the Recipient’s leaving the employ of the Company: 
  

	 	(i)	on or after the date that Recipient 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; or 


  

	 	(ii)	at such earlier date as may be approved by the Committee, in its sole discretion. 

 3. Performance Contingency and Vesting. Shares of PCDS will be earned and then converted into an equivalent number of shares of CDI Stock (subject to vesting) depending on the Company’s
achievement of the financial measures as set forth in Attachment 1. The Recipient will not be entitled to receive any shares of CDI Stock with respect to shares of PCDS which have been earned until the shares of CDI Stock have vested. Such shares of
CDI Stock will vest as follows: (a) 50% on the Determination Date, and (b) 50% on the first anniversary of the Determination Date. Soon after vesting, a stock certificate (or notice of book entry issuance by the Company’s transfer
agent) representing the appropriate number of shares of CDI Stock will be delivered to the Recipient. The number of shares of CDI Stock which the Recipient will receive upon vesting shall be decreased in accordance with Section 5 below
regarding tax withholding. If the Recipient’s employment with the Company terminates for any reason prior to the Determination Date, no shares of CDI Stock will vest and such shares shall be forfeited as of the date that Recipient’s
employment with the Company terminates. If the Recipient’s employment with the Company terminates between the Determination Date and the first anniversary of the Determination Date, the Recipient will be entitled to receive the shares of CDI
Stock which vest upon the Determination Date but the shares scheduled to vest on the first anniversary date of the Determination Date shall be forfeited; provided, however, that if, between the Determination Date and the first anniversary of the
Determination Date, the Recipient’s employment with the Company terminates as a result of death, Disability or Retirement, any shares of CDI Stock scheduled to vest on the first anniversary date of the Determination Date will become immediately
vested. 
 4. Dividends. No dividends shall be paid with respect to shares of PCDS. In lieu thereof, at such time as shares of CDI Stock
are vested, the Recipient will be credited with that number of additional whole shares of CDI Stock that can be purchased (based on their Fair Market Value on the vesting date) with the sum of the dividends that would have been paid with respect to
an equal number of shares of CDI Stock between the Date of Grant and the vesting date. The number of shares of CDI Stock payable to the Recipient with respect to dividends shall be decreased in accordance with Section 5 below regarding tax
withholding. 
 5. Tax Withholding. The number of shares of CDI Stock to be delivered to the Recipient upon vesting (including shares
relating to dividends) shall be reduced by the number of shares having a Fair Market Value equal to all taxes (including, without limitation, federal, state, local or foreign income or payroll taxes) required by law to be withheld in connection with
the payout relating to this Grant. The portion of any shares of CDI Stock withheld pursuant to the applicable tax laws shall be determined by using the Fair Market Value of CDI Stock on the vesting date. 

  
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 6. Nontransferablity of this
Grant. The shares of PCDS may not be transferred, in whole or in part, except (a) by will or the applicable laws of descent and distribution or (b) with the prior written approval of the Committee, to the spouse or descendant of the
Recipient or a trust for the benefit of the spouse or descendants. 
 7. Stock Ownership Requirements. If the Recipient is subject to any
stock ownership requirements imposed by the Company, those requirements may limit the Recipient’s ability to sell or otherwise transfer some or all of the shares of CDI Stock which may be acquired by the Recipient in connection with this Grant.

 8. Awards Policy. This Grant is subject to the terms and conditions of the Policy on Cash Bonus Awards and Equity Awards Clawback for
CDI Corp. and its Related Companies. 
 9. Cancellation of PCDS and Repayment of Gains. Notwithstanding any other provision of this
Agreement, if the Committee determines that the Recipient has entered into or intends to enter into competition with the Company or any of 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, engagement agreement, “covenants and agreements” or similar document between the Recipient and the Company which is being violated by such competition: (a) cancel any shares of PCDS
granted to the Recipient and/or (b) require the Recipient to pay to the Company an amount equal to the value derived from the CDI Stock issued to the Recipient in connection with this Grant during the one-year period prior to the termination of
the Recipient’s employment or engagement with the Company. 
 10. Compliance with Laws. All shares of CDI Stock issued hereunder to
the Recipient 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, restricting (by legend or otherwise) such CDI 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, and postponing the issuance or delivery of any shares of CDI Stock. Notwithstanding any provision in this Agreement to the contrary, the Company shall not be
obligated to issue or deliver any shares of CDI Stock if such action violates any provision of any law or regulation of any governmental authority or any national securities exchange. The Company may also condition delivery of certificates for
shares of CDI Stock upon the prior receipt from the Recipient of any undertakings that it determines are required to ensure that the certificates are being issued in compliance with federal and state securities laws. 

11. Rights Prior to Issuance of Certificates. Neither the Recipient nor any person to whom the Recipient’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 PCDS or any shares of CDI Stock issuable in connection with the PCDS until the date of issuance to the Recipient of a certificate
(or book entry issuance) for shares of CDI Stock. 

  
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 12. PCDS Does Not Affect Employment
Relationship. This Grant shall not confer upon the Recipient any right to continue in the employ or service of the Company, nor interfere in any way with the right of the Company to terminate the employment of the Recipient at any time.

 13. Interpretation. The Committee shall have the sole power to interpret this Agreement and to resolve any disputes arising hereunder.

 14. Acknowledgement. The Recipient acknowledges receipt of a copy of the Plan and certain information related thereto and represents
that he or she is familiar with the terms and provisions thereof, and hereby accepts this Agreement subject to all of the terms and provisions of the Plan. The Recipient has reviewed the Plan and this Agreement in their entirety, has had an
opportunity to obtain the advice of independent counsel prior to executing this Agreement and fully understands all provisions relating to this Agreement. In addition, by entering into this Agreement and accepting this Grant, the Recipient
acknowledges that: (a) this Grant is a one-time benefit and does not create any contractual or other right to receive future grants, awards or other benefits in lieu of grants; (b) the Recipient’s participation in the Plan is
voluntary; (c) this Grant is not part of normal or expected compensation for any purpose, including without limitation for calculating any benefits, severance, termination, bonuses, retirement benefits or similar payments; and (d) the
future value of CDI Stock is unknown and cannot be predicted, and the Recipient is not, and will not, rely on any representation by the Company or any of its personnel regarding the future value of CDI Stock. 

15. Execution of this Agreement. If the Recipient does not sign and return this Agreement, the Company is not obligated to provide the Recipient
with any benefit hereunder and may refuse to issue shares of CDI Stock to the Recipient in connection with this Grant. If the Recipient receives any shares of CDI Stock in connection with this Grant but has not signed and returned this Agreement, he
or she will be deemed to have accepted and agreed to the terms set forth herein. 
  

									
	CDI CORP.	 		  	RECIPIENT
					
	By:	 	 /s/ Roger H. Ballou
	 		  	Signature:	 	  

	Roger H. Ballou	 		  	Print Name:	 	  

	President and Chief Executive Officer	 		  	Date:	 	  



  
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 ATTACHMENT 1

  

			
	 DM Range (in millions)
	  	 Percentage of the target number of PCDS

shares which would be earned

		  	
		  	
		  	
		  	
		  	
		  	
		  	
		  	
		  	

 Note that acquisitions will be factored into the target. 

 

	 	*	For CDI Corporate Executives, the CDI EPS goal must be achieved or exceeded to earn in excess of 100% of the target number of shares. 


  
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