CDI CORP. By: ------------------------------ ---------------------------- Xxxxx Xxxxxxx, President Xxxxxx X. Xxxxxxxxx and Chief Executive Officer
CDI CORP. RESTRICTED STOCK AGREEMENT
CDI CORP. By: --------------------------------------- Xxxxxxxx Xxxxxxx President and Chief Executive Officer EXECUTIVE: ------------------------------------------ Xxxx Xxxxxxx EMPLOYMENT AGREEMENT CDI CORP. AND XXXX XXXXXXX EXHIBIT A PROPOSED 1997 QUALITATIVE CFO CDI CORP. GOALS - COMPLETE FUNCTIONAL TRANSITION PROCESS WITH XX XXXXXX INCLUDING BRIEFINGS WITH FINANCIAL RELATIONS BOARD AND KEY CDI STOCK ANALYSTS. FINALIZE TRANSITION OF CDI ACCOUNTING CENTER TO FINANCE FUNCTION. COMPLETE ORIENTATION AND BECOME ACTIVELY INVOLVED IN SELECTION OF NEW COMPANY FINANCIAL SYSTEMS. MAKE PRELIMINARY ASSESSMENT OF BUSINESS UNIT AND CORPORATE FINANCIAL TALENT. FINALIZE 1998 FINANCIAL GOALS WITH SENIOR MANAGEMENT, BOARD OF DIRECTORS, AND KEY OPERATING UNIT PERSONNEL. AS APPROPRIATE, HELP EVALUATE CURRENT I T ACQUISITION CANDIDATES AND FINALIZE OFFER AND PURCHASE STRUCTURE. COMPLETE ORIENTATIONS FROM KPMG (OUTSIDE AUDITORS), XXXXXX XXXXXXXX (INSIDE AUDITORS), XXXX & CO., AND LAZARD FR RES. HELP SELECT PRIMARY CDI INVESTMENT BANKING RELATIONSHIP. CONCUR IN RENEGOTIATION OF CDI LINES OF CREDIT MINDFUL OF FUNDING NEEDS FOR FUTURE ACQUISITIONS. WORKING WITH CEO, DEVELOP PLANS TO EXECUTE NEW COMPANY STRATEGIC DIRECTION WHEN FINALIZED.
CDI CORP. NON-QUALIFIED STOCK OPTION AGREEMENT ------------------------------------
CDI CORP. 3500 Bell Atlantic Tower 1717 Arch Street Xxxxxxxxxxxx, PA 19103 Atxxxxxxx: Xxxxx xx Xxxxxxxxx xxxx x xxxuired copy to: CDI Corp. 3500 Bell Atlantic Tower 1717 Arch Street Xxxxxxxxxxxx, PA 19103 Atxxxxxxx: Xxxxxxx Xxxxxxx Xx Xxxxxxxxx: Roger H. Ballou or to such other address as either of such parties may designate in a written notice served upon the other party in the manner provided herein. All notices required or permitted hereunder shall be deemed duly given and received when delivered by hand, if personally delivered; on the third day next succeeding the date of mailing if sent by certified or registered first-class mail; and on the next business day, if timely delivered to an air courier guaranteeing overnight delivery.
CDI CORP. By:/s/ Walter R. Garrison ---------------------- Walter R. Garrison, Chairman of the Boaxx EXECUTIVE: /s/ Roger H. Ballou ----------------------- Roger H. Ballou (EXHIBIT A) CDI CORP. RESTRICTED STOCK AGREEMENT This RESTRICTED STOCK AGREEMENT (the "Agreement") is entered into as of this 1st day of October, 2001 between CDI Corp., a Pennsylvania corporation (the "Company"), and Roger H. Ballou ("Executive").
CDI CORP. By: ------------------------ Walter R. Garrison, Chairman of the Board EXECUTIVE: -------------------------- Roger H. Ballou (EXHIBIT B) CDI CORP.
CDI CORP. By: /s/ Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxxx, Chairman of the Board EXECUTIVE: /s/ Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx This DEFERRED STOCK AGREEMENT (the “Agreement”) is entered into as of this day of , 200 , between CDI Corp., a Pennsylvania corporation (the “Company”), and Xxxxx X. Xxxxxx (“Executive”).
CDI CORP. By: /s/ Xxxxxxx X. Xxxxxxxxx
CDI CORP and CDI Corporation, each a Pennsylvania corporation, the Subsidiary Guarantors referred to therein, the Lenders referred to therein and the Administrative Agent are parties to the Amended and Restated Credit Agreement dated as of November 10, 2008 (as modified and supplemented and in effect from time to time, the “Credit Agreement”). Pursuant to Section 6.11 of the Credit Agreement, the Additional Subsidiary Guarantor hereby agrees to become a “Subsidiary Guarantor” for all purposes of the Credit Agreement. Without limiting the foregoing, the Additional Subsidiary Guarantor hereby, jointly and severally with the other Subsidiary Guarantors, guarantees to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all Guaranteed Obligations (as defined in Section 3.01 of the Credit Agreement) in the same manner and to the same extent as is provided in Article III of the Credit Agreement. In addition, the Additional Subsidiary Guarantor hereby makes the representations and warranties set forth in Sections 4.01, 4.02 and 4.03 of the Credit Agreement with respect to itself and its obligations under this Agreement and the Credit Agreement, as if each reference in such Sections to the Loan Documents included reference to this Agreement. The Additional Subsidiary Guarantor hereby instructs its counsel to deliver the opinion referred to in Section 6.11 of the Credit Agreement to the Administrative Agent to the extent such opinion is required thereby.
