Form of 2009 Performance-Contingent Deferred Stock Agreement



 Exhibit 10.2 
 CDI Corp. 
 PERFORMANCE-CONTINGENT DEFERRED STOCK AGREEMENT 
 1. Grant of Performance-Contingent Deferred Stock. The Company hereby grants to [name of recipient] (the “Recipient”) a target number of
[number] shares of Performance-Contingent Deferred Stock (“PCDS”), with a maximum possible payout of up to two times 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 March 19, 2009.  
 (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 2009 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. 

 (m) “Net Income” means net revenue minus total operating expenses, plus interest income, minus interest expense, minus tax expense. 
 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 DM. The percentage of the target number of shares of PCDS which would be earned is indicated in the table 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 

  

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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. 
 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. 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. 
 9. 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. 
 10. 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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 11. 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. 
 12. Interpretation. The Committee shall have the sole power to interpret this Agreement and to resolve any disputes arising hereunder. 
 13.
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. 
 14. 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 Eecutive Officer	 		 	Date:	 	 

  

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 ATTACHMENT 1 
  

			
	 DM Range (in millions)
	  	 Percentage of the target number of shares PCDS
which would be earned

	 Above Target to $
	  	Pro rata (between 0% and 20%)
	 $ to $
	  	20%
	 $ to $
	  	40%
	 $ to $
	  	60%
	 $ to $
	  	80%
	 $ to $
	  	100%
	 $ to $*
	  	120%*
	 $ to $*
	  	140%*
	 $ to $*
	  	160%*
	 $ to $*
	  	180%*
	 3$*
	  	200%*

 Note that acquisitions will be factored into the target. 
 *To earn in excess of 100% of the target number of shares, for CDI Corporate executives, the Company’s consolidated Net Income goal
must be achieved or exceeded. To earn in excess of 100% of targeted number of shares, for Business Unit Executives, the consolidated Net Income goal and applicable Business Unit Contribution Margin goal must be achieved or exceeded. 
  

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