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Exhibit 10. CDI CORP.
STOCK OPTION AGREEMENT Section 1. Grant of Option. The CDI Corp. Board of Directors Compensation Committee, pursuant to the
authority granted to it by the CDI Corp. Board of Directors to administer the
CDI Corp. 2004 Omnibus Stock Plan (the Plan), hereby grants to [INSERT NAME]
(Optionee) an option (the Option when reference is made to the right to
purchase all of the Shares) to purchase up to [INSERT NUMBER OF SHARES] 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, other than an act of immaterial
consequences, in rendering services to the Company,
including without regard to materiality, 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 or theft;(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)
    
    Optionees engaging in conduct which
is injurious (other than to an immaterial extent) to the
Company;




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(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)
    
    refusal to perform such duties as may be delegated or
assigned to Optionee, consistent with Optionees
position, by his or her supervisor. (c) Code shall mean the Internal Revenue Code of 1986, as amended. (d) Committee means the Compensation Committee of the Board, or its
successor. (e) Company, as the context requires, means CDI Corp., CDI Corp. and its
subsidiaries or the individual subsidiary of CDI Corp. which employs or retains
Optionee. As applied to a director of the Company, the term Company means
CDI Corp. except for purposes of Section 9. (f) Date of Exercise means the date on which the notice required by
Section 10 below is received by the Company or its agent. (g) Date of Grant means [INSERT DATE], the date on which the Option is
granted. (h) Disability shall mean a physical, mental or other impairment within
the meaning of section 22(e)(3) of the Code. (i) Fair Market Value means an amount equal to the closing price of
actual sales of 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 Stock on
such Exchange on the last preceding date on which there was a sale. (j) Option Price means [INSERT PRICE]. (k) 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; or -2-




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(ii)
    
    at such earlier date as may be
approved by the Committee, in its sole discretion. (l) Stock means CDI Corp. common stock, par value $.10 per share. (m) Termination Date means the earliest of the following:  (i)
    
    [the date seven years following the
Date of Grant];(ii)
    
    in the event Optionees employment or
engagement with the Company is terminated by the Company
for Cause, the date of such termination;(iii)
    
    in the event Optionees employment
or engagement with the Company is terminated through
Optionees resignation or by the Company for reasons
other than for Cause, two weeks following the date of
such termination;(iv)
    
    in the event Optionees employment or
engagement with the Company is terminated as a result of
Optionees death, Disability or Retirement, six months
following such event;(v)
    
    such other date as may be determined
by the Committee.A transfer of employment between the Company and an affiliate
of the Company shall not be deemed a termination of
employment. 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
hereof. If vested, the Option may be exercised at any time after vesting until
the Termination Date in whole or in part. Section 4. Option Vesting (a) Subject to the accelerated vesting provision of Section 4 (b), and
unless otherwise determined by the Committee, the Option will vest at the rate
of 20% per year on each of the first five anniversaries of the Date of Grant. (b) If Optionees employment with the Company terminates as a result of
death, Disability or Retirement, the Option will vest as to all unvested shares
as of the date of such event. Section 5. Withholding. Optionee shall be responsible for making appropriate provisions for all
taxes, including, without limitation, federal, state, local or foreign income
or payroll taxes, required by law to be withheld in connection with the Option,
including the exercise of the Option. Optionee -3-




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shall pay the necessary amount to the Company in cash or agree to accept
in full satisfaction of the Option hereunder the net number of Shares remaining
after provision for the withholding taxes. Optionees failure to tender the
required withholding amount within three 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 6. Payment for Shares by Optionee. The Option Price of the shares of Stock to be received upon the exercise
of the Option shall be paid within three days of the Date of Exercise: (i) in
cash, or, (ii) with the consent of the Committee which shall be granted only if
the Committee is satisfied that the proposed arrangement is consistent with the
requirements of section 402 of the Sarbanes-Oxley Act of 2002, with the
proceeds received from a broker-dealer whom the Optionee has authorized to sell
all or a portion of the Stock covered by the Option, or (iii) with the consent
of the Committee, in whole or in part in Stock held by the Optionee for at
least six months and valued at Fair Market Value on the Date of Exercise. With
the consent of the Committee, payment upon the exercise of a non-qualified
option may be made in whole or in part by restricted stock which has been held
by the Optionee for at least six months (based on the Fair Market Value of the
restricted stock on the Date of Exercise, as determined by the Committee). In
such case, the Stock to which the Option relates shall be subject to the same
forfeiture restrictions originally imposed on the Restricted Stock exchanged
therefor. Section 7. Nontransferability of Option. The Option may not be pledged, assigned or 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 descendants (but any such transfer shall, in all
cases, be subject to the provisions of this Agreement). Section 8. 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 9. 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 -4-




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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 10. Manner of Exercise. The Option can be exercised by logging on to www.mellon-investor.com or by
calling (888) 767-0102. Optionee will need his or her PIN number. Section 11. 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 12. Issuance of Certificates; Payment of Taxes. (a) The Option can only be exercised as to a whole number of 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 Optionee, provided that 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 11 above, the Company may also
condition delivery of certificates for shares of Stock upon the prior receipt
from 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 13. Rights Prior to Issuance of Certificates. Neither Optionee nor the person to whom 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 Optionee of a certificate
for such shares as provided in Section 12 above. Section 14. Option Not to Affect Employment Relationship. The Option shall not confer upon Optionee any right to continue in the
employ or service of the Company, nor shall the Option interfere in any way
with the right of the Company to terminate the employment or engagement of
Optionee at any time. Section 15. Adjustment Upon Changes in Capitalization. In the event of a reorganization, recapitalization, stock split, spin-off,
split-off, split-up, stock dividend, issuance of stock rights, combination of
shares, merger, consolidation or -5-




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any other change in the corporate structure of the Company affecting the
Stock, or any distribution to stockholders other than a cash dividend, the
Board shall make such adjustments to the aggregate number of Shares subject to,
and the Option Price of, any then outstanding Options as it determines
appropriate. No fractional shares of Stock shall be issued pursuant to such an
adjustment. The Fair Market Value of any fractional shares resulting from
adjustments pursuant to this Section shall, where appropriate, be paid in cash
to the Optionee. Section 16. Interpretation. The Committee shall have the sole power to interpret this Agreement and to
resolve any disputes arising hereunder. The undersigned acknowledges receipt of this Stock Option Agreement and
agrees to its terms: Optionee[INSERT NAME]
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