exv10wa



 




EXHIBIT 10.a.




AMENDMENT



This is an amendment (“Amendment”) to the Agreement Regarding Severance dated
as of September 30, 2002 and effective as of November 15, 2002 between CDI
Corporation and Gregory L. Cowan (“Agreement”), a copy of which is attached
hereto.



The Agreement is amended as follows:





	 	1.	 	In paragraph #1, the phrase “nine months” is changed to read
“twelve months”; and
	 
	 	2.	 	In paragraph #6, the phrase “nine months” is changed to read
“twelve months”.



All remaining terms of the Agreement remain unchanged.



IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of July
23, 2003.




	 	 	 	 	 	 	 
	 	 	 	 	CDI CORPORATION
	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Jay G. Stuart


	 	 	
 
	 	 
	 	Jay G. Stuart
	 	 	 	 	 	 	Executive Vice President &
	 	 	 	 	 	 	    Chief Financial Officer
	 	 	 	 	 	 	 
	 	 	 	 	/s/ Gregory L. Cowan
	 	 	

	 	 	
 
	 	 
	 	Gregory L. Cowan



 







 



AGREEMENT REGARDING SEVERANCE



This is an Agreement Regarding Severance (this “Agreement”), dated as of
September 30, 2002 and effective as of November 15, 2002 (the “Effective
Date”), between CDI Corporation, a Pennsylvania corporation (the “Company”),
and Gregory L. Cowan (the “Executive”).




Background



As of the date of this Agreement, the Executive is the Chief Financial Officer
of the Company. On the Effective Date, he will become the Chief Accounting
Officer of the Company. In connection with, and in consideration for, the
Executive’s acceptance of this new role, the Company has agreed to the
severance arrangement set forth below.




Terms



Intending to be legally bound, the parties agree as follows:





	 	1.	 	If, within nine months following the Effective Date, the Executive
resigns as an employee of the Company or the Company removes the
Executive as its Chief Accounting Officer (“CAO”), then the Executive
will be entitled to receive twelve months salary continuation, based on
the Executive’s annual salary as of the date of this Agreement (which
is $238,050). The twelve-month period during which the Executive’s
salary would continue to be paid is referred to in this Agreement as
the “Severance Period”.
	 
	 	2.	 	The above severance payment would not be reduced or eliminated if
the Executive obtains other employment during the Severance Period.
	 
	 	3.	 	During the Severance Period, the Executive would be entitled to
twelve months COBRA (Company contribution).
	 
	 	4.	 	With respect to any stock options held by the Executive which have
vested as of the date he resigns or is removed as CAO, the Executive
may exercise such options any time during the Severance Period.
	 
	 	5.	 	As a condition to receiving any of the severance benefits described
above, the Executive must first sign the Release and Waiver of Future
Claims Against the Company.
	 
	 	6.	 	After nine months following the Effective Date, the Executive’s
rights to severance payments and other matters described above would be
subject to whatever severance plans or arrangements are in effect from
time to time and which are applicable to the Executive.
	 
	 	7.	 	This Agreement sets for the entire understanding between the
parties relating to the subject matter hereof, and supersedes all prior
agreements and understandings, both written and oral, between the
parties with respect to the subject matter of this Agreement.



IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.




	 	 	 	 	 	 	 
	 	 	CDI CORPORATION
	 	 	 	 	 	 	 
	 	 	
By:
	 	/s/
	 	Roger H. Ballou
	 	 	 	 	

	 	 	
 
	 	 
	 	Roger H. Ballou
	 	 	 	 	 	 	President & CEO
	 	 	 	 	 	 	 
	 	 	GREGORY L. COWAN
	 	 	 	 	 	 	 
	 	 	/s/ Gregory L. Cowan