Agreement

Cdi Corp. Performance Shares Agreement

Exhibit 10.1

CDI CORP.

PERFORMANCE SHARES AGREEMENT

1. Grant of Performance Shares. The Company hereby grants to [recipient] a target number of                  performance shares (“Performance Shares”), with a maximum possible payout of up to one hundred and fifty percent of the target number of Performance Shares. 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. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.

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) “Code” means the Internal Revenue Code of 1986, as amended.

(d) “Committee” means the Compensation Committee of the Board.

(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 the Recipient.

(f) “Date of Grant” means                     .

(g) “Determination Date” means the date that the Committee approves the calculation of the Company’s share price for the applicable period and such meeting of the Committee shall occur within two months of the end of each period.

(h) “Disability” means a physical, mental or other impairment within the meaning of Section 22(e)(3) of the Code.

(i) “Fair Market Value” shall mean the closing price of actual sales of CDI Stock on the New York Stock Exchange (“NYSE”) on a given date or, if there are no such sales on such date, the closing price of CDI Stock on the NYSE on the last preceding date on which there was a sale. If CDI Stock is not then listed on the NYSE, Fair Market Value shall mean (i) the per share closing price on any other U.S. national securities exchanges on which CDI Stock is listed, (ii) if not so listed and CDI Stock is publically traded on an inter-dealer quotation system, the closing price on such system (or, if deemed appropriate by the Committee, the average of high and low prices) and (iii) if not so listed or traded, as determined by the Committee in compliance with Section 409A of the Code.

(j) “Grant” means the grant of Performance Shares to the Recipient pursuant to this Agreement.

 

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(k) “Plan” means the CDI Corp. Amended and Restated 2004 Omnibus Stock Plan, as amended.

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

 

  (i) on or after the date that the 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) “Share Price Target” means the maximum simple moving average share price of CDI Stock (based on closing share price) achieved over any consecutive sixty day period during an applicable period.

3. Performance Contingency and Vesting.

(a) Up to a maximum of 150% of the target number of Performance Shares will vest on the applicable Determination Date and will be settled in an equivalent number of shares of CDI Stock based upon the Company’s achievement during the applicable period of the Share Price Targets set forth below. The actual number of Performance Shares that will vest on each of the dates described below will be determined based on the Share Price Target achieved for the applicable period, as follows:

 

  (i) Less than $28 per share: 0%;

 

  (ii) From $28 per share to $29.99 per share: 60% to 99.9% of the target number of Performance Shares, with intermediate achievement interpolated on a straight line basis;

 

  (iii) From $30 to $32 per share: 100% of the target number of Performance Shares; and

 

  (iv) From $32.01 to $40 per share: 100.1% to 150% of the target number of Performance Shares, with intermediate achievement interpolated on a straight line basis.

(b) Second Year Vesting.

 

  (i)

In the event that in the immediate twenty-four month following the grant (the “First Period”) the Company’s Share Price Target achieves the levels set forth in Section 3(a)(ii), (iii) or (iv), then

 

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  one-half of the applicable achievement level (“First Period Achievement”) will vest on the Determination Date immediately following the second year.

 

  (ii) In the event that a vesting occurs as a result of achievement during the First Period and the Company’s Share Price Target achieves a minimum level of $28 per share during the twelve month period immediately following the First Period (the “Second Period”) but equal to or less than the First Period Achievement, then one-half of the First Period Achievement will vest on the Determination Date immediately following the third year.