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SUPPLEMENTAL RETIREMENT AGREEMENT
This SUPPLEMENTAL RETIREMENT AGREEMENT (the "Agreement") is entered
into as of this 20th day of November, 1997 between CDI Corp.,
a Pennsylvania corporation (the "Company"), and Xxxx X. Xxxxxxx
("Xxxxxxx ).
Background
The Company and Xxxxxxx have entered into an Employment Agreement
dated October 29, 1997 (the Employment Agreement ), pursuant to which
Xxxxxxx will assume the position, and duties, of Executive Vice
President and Chief Operating Officer of the Company. Under Section
5(e) of the Employment Agreement, Xxxxxxx is entitled to participate in
the employee benefit programs made available by the Company to its
senior executive officers from time to time.
One of those programs, the CDI Corporation Retirement Plan (the
Retirement Plan ), requires, among other things, one year of service as
a precondition of eligibility to participate. Under the terms of this
Plan, Xxxxxxx will be eligible to participate on January 1, 1999.
Through this Agreement, the Company intends to provide Xxxxxxx with
a supplemental retirement benefit substantially similar to the benefit
Xxxxxxx would have received with respect to 1997 and 1998 services if he
had been immediately eligible to participate in the Retirement Plan upon
assuming his duties under the Employment Agreement. For the years 1999
and following, the one year of service rule will have no adverse effect
on Xxxxxxx s benefits under either Plan.
Therefore, intending to be legally bound, the Company and Xxxxxxx
agree as follows:
Agreement
1. Establishment of Account. The Company will establish a
bookkeeping account (the "Account") that will be used to calculate the
supplemental retirement benefit due to Xxxxxxx under the terms of this
Agreement. The Account will be used solely as a device to measure and
determine the amount of the supplemental retirement benefits to be paid
to Xxxxxxx as specified herein. The Account shall not constitute or be
treated as a trust fund of any kind. The Company shall be under no
obligation to segregate any of its assets for purposes of the Account.
Any amounts at any time credited to the Account shall be and remain the
sole property of the Company. Xxxxxxx will not have by virtue of the
Account any ownership interest or rights of any nature with respect to
specific assets of the Company. Xxxxxxx s rights shall be limited to
those of a recipient of an unfunded, unsecured promise to pay amounts in
the future and his position with respect to the amounts credited to his
Account shall be that of a general unsecured creditor of the Company.
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2. Credits to the Account. The amount to be credited to the
Account will be the total of the Contribution Credits and the Earnings
Credits, determined as follows:
(a) Contribution Credits: The Company will credit to the
Retirement Account the amount that would have been contributed on
Xxxxxxx s behalf under the Retirement Plan for the years 1997 and 1998
if Xxxxxxx had been eligible to participate in that Plan upon assuming
his duties under the Employment Agreement. That credit will be made at
the time the Company otherwise makes its 1997 contribution to the
Retirement Plan.
(b) Earnings Credits: Earnings (or losses) shall be credited
to the Retirement Account annually, or at such other more frequent
intervals as the Company may determine, at the same rate as is generated
by the Retirement Plan s investments of amounts actually contributed
thereto, beginning with the date upon which the Company s 1997
contribution is paid to the Retirement Plan.
3. Excess Benefit Plan Participation. In addition to the
supplemental retirement benefits to be provided through the Account,
Xxxxxxx will also be eligible to participate in the Company s Excess
Benefit Plan for 1997.
4. Vesting: Xxxxxxx shall have no vested interest in the right to
receive amounts credited to the Retirement Account until he has been
credited with five years of vesting service under the terms of the
Retirement Plan. At that point, he will have a 100% vested interest in
right to receive the amounts credited to the Retirement Sub-Account in
accordance with the terms of this Agreement. Xxxxxxx s (or his
beneficiary s) right to receive those amounts shall also become 100%
vested upon Xxxxxxx s Disability as defined in the Retirement Plan, or
his death.
5. Payment of Account.
(a) Vested Rights. As soon as practicable following Xxxxxxx s
termination of employment for any reason, the amounts credited to the
Account that Xxxxxxx (or in the case of death his beneficiary) has a
vested right to receive will be paid to Xxxxxxx in a single sum payment.
Xxxxxxx s beneficiary with respect to his vested right to receive
amounts from the Retirement Account will be his beneficiary designated
under the terms of the Retirement Plan.
(b) Unvested Rights. If, at the time of Xxxxxxx s termination
of employment there are amounts in the Retirement Account that neither
Xxxxxxx nor his beneficiary has a right to receive, those amounts will
be forfeited and the Company shall have no further obligation with
respect to those amounts.
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6. Effect on Employment Agreement. This Agreement is not intended
to, in any way, modify or amend the Employment Agreement. Neither the
provisions of this Agreement nor the crediting or payment of any benefit
hereunder shall be construed to in any way alter the terms of the
Employment Agreement.
7. Governing Law. This Agreement is being entered into in, and
shall be construed in accordance with the laws of, the Commonwealth of
Pennsylvania, without giving effect to the conflicts of laws provisions
thereof. The parties hereby submit to the exclusive jurisdiction of, and
waive any venue objections against, the United States District Court for
the Eastern District of Pennsylvania and the state and local courts of
the Commonwealth of Pennsylvania, Philadelphia County, for any
litigation arising out of this Agreement.
8. Binding Effect. This Agreement shall be binding upon, and
shall inure to the benefit of, Xxxxxxx and the Company, and the
respective successors of each. Xxxxxxx s rights under this Agreement
shall not, in any voluntary or involuntary manner, be assignable and may
not be pledged or hypothecated.
9. Entire Agreement. This instrument constitutes the entire
agreement with respect to the subject matter hereof between the parties
hereto and replaces and supersedes as of the date hereof any and all
prior oral or written agreements and understandings between the parties
hereto. This Agreement may only be modified by an agreement in writing
executed by both Xxxxxxx and the Company.
IN WITNESS WHEREOF, the undersigned have executed this Agreement
the date and year first written above.
COMPANY: EXECUTIVE:
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CDI CORP.
By:
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Xxxxx Xxxxxxx, President Xxxx X. Xxxxxxx
and Chief Executive Officer
