CONSULTING AND NON-COMPETITION AGREEMENT
AND
RELEASE AND WAIVER OF CLAIMS
THIS IS A CONSULTING AND NON-COMPETITION AGREEMENT AND RELEASE AND
WAIVER OF CLAIMS (hereinafter referred to as "Agreement") made this 13th day
of March, 2000, by and between CDI Corporation (hereinafter referred to as
"Company") and Xxxxxx X. Xxxxxxxxx (hereinafter referred to as "Employee")
which is entered into in connection with the cessation of Employee's
employment with Company as of March 31, 2000.
1. AS CONSIDERATION for Employee's agreement to render consulting
services, his non-competition undertakings and his release and waiver of
claims, all as set forth herein, Company hereby agrees to:
(1) Pay Employee the amount of $2,000 per month for twelve
consecutive months beginning with April, 2000 as
consideration for Employee's undertakings regarding the
rendering of consulting services set forth herein.
(2) Pay Employee the amount of $25,000.00 per month for twelve
consecutive months beginning with April, 2000 as
consideration for Employee's other undertakings set forth
herein.
(3) Maintain Employee's voicemail number (215-636-1111) and
e-mail address (xxxxxxxxxx@xxxxxxx.xxx) until Employee has
found new employment or until April 1, 2001, whichever occurs
earlier.
(4) Pay for outplacement services for Employee at an
outplacement firm of Employee's choosing but subject to
Company's final approval, to a maximum for such expenditures
of $30,000.
(5) Waive any prohibition which any recruiter may have which
would limit such recruiter's ability to find employment for
Employee at certain companies.
(6) Pay Employee's initial fees for membership in the Young
President's Organization up to the amount of $6,500.
Such consideration will be paid to Employee provided that (i) Employee has
executed this Agreement, (ii) the seven (7) day revocation period provided in
Section 7, below, has expired and (iii) Employee has not exercised his right of
revocation.
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2. Employee agrees to render up to nine (9) days of consulting services
to the Company or its affiliated companies during the months April, 2000 through
March, 2001, with March 31, 2001 being the end of the consulting term. These
services will be rendered at the request of the President and CEO of the
Company or his designee, at times reasonably convenient to Employee. In
addition to rendering these consulting services, Employee also agrees to
perform certain actions that may be reasonably necessary in the Company's
defense or prosecution of disputes, claims and/or lawsuits that involve
matters or events which occurred during Employee's period of employment
with the Company. Such actions would include reviewing files and records,
attending meetings, giving depositions, attending and testifying at trials and
performing similar actions, and may be required during or following the
consulting term. Company agrees to provide reasonable notice, and as much
notice as is practicable under the circumstances, to Employee before
requesting him to perform any such actions. Company further agrees to
cooperate with Employee in scheduling all such actions so as not to unduly
burden Employee or to unduly interfere with his other activities and
responsibilities. Company agrees to promptly reimburse Employee for all
out-of-pocket costs (including travel, meal and lodging costs) reasonably
incurred by Employee in fulfilling his responsibilities under this paragraph,
upon Employee's providing proper documentation of such costs.
3. IN EXCHANGE for such consideration, Employee hereby, on behalf of
himself, his descendants, ancestors, dependents, heirs, executors,
administrators, assigns and successors, covenants not to make any claim or
initiate any lawsuit, and fully and forever releases and discharges
Company and its parent, subsidiaries, affiliates, divisions, successors,
and assigns, together with its and their past and present directors, officers,
agents, attorneys, insurers, employees, stockholders, and representatives,
from any and all claims, wages, demands, rights, liens, agreements, contracts,
covenants, actions, suits, causes of action, obligations, debts, costs,
expenses, attorneys' fees, damages, judgments, orders or liabilities of
whatsoever kind or nature in law, equity or otherwise, whether now known or
unknown, suspected or unsuspected which Employee now owns or holds or has at
any time heretofore owned or held against said Company, arising out of or
in any way connected with Employee's employment relationship with Company,
or the cessation of that employment, or any other transactions, occurrences,
acts or omissions or any loss, damage or injury whatsoever, known or
unknown, suspected or unsuspected, resulting from any act or omission by or on
the part of Company committed or omitted prior to the date of this Agreement,
including, but not limited to claims under Title VII of the Civil Rights Act
of 1964, the Age Discrimination in Employment Act, any state statute which
deals with discrimination or any claim for severance pay, bonus, salary,
overtime pay, sick leave, holiday pay, vacation pay, stock options or other
stock related compensation or programs, life insurance, health or medical
insurance or any other fringe benefit, workers' compensation or disability
benefit (other than those items to be paid as "consideration" hereunder and
specifically set forth above).
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Employee also agrees to fully observe and be bound by the provisions
of Sections 8, 9, 10 and 14 of the Employment Agreement between Employee and
Company dated as of August 4, 1997 which terminated on December 31, 1999, which
provisions are incorporated herein and made a part hereof, except that the
provisions of paragraphs 9(b) and 9(c) of the Employment Agreement shall
expire on March 31, 2000.
This Agreement shall not, however, release any rights (i) to those
items to be paid as consideration hereunder and specifically set forth
above, (ii) to payments to which Employee would otherwise be entitled
under any Company insurance, retirement, management stock purchase,
restricted stock or 401(k) plan - the benefits under which will be paid in
accordance with the terms of such plans, (iii) under Employee's two stock
option agreements bearing grant dates of August 4, 1997 and February 24, 1999
which, by their terms, continue in force through the consulting term, or (iv)
to payment of salary through the date of cessation of employment set forth
above, all PDOs earned and accrued through the date of cessation of
employment set forth above and reimbursement of all business expenses
incurred by Employee in connection with the Company's business and in
accordance with the Company's policy for the reimbursement of such
expenses.
4. IN EXCHANGE for Employee's release of claims and other undertakings
herein, Company hereby, on behalf of itself and its shareholders,
administrators, successors and assigns, covenants not to make any claim or
initiate any lawsuit against Employee based on, and fully and forever
releases and discharges Employee from, any and all claims, causes of action
or liabilities of whatsoever kind or nature, which are known to the Company's
executive management as of the date hereof (or would have been known to such
management through the proper exercise of its management function if there
has not been a proper exercise of such function) arising out of or in any way
connected with Employee's employment relationship with Company, or the
cessation of that employment, or any other transactions, occurrences, acts
or omissions or any loss, damage or injury whatsoever, resulting from any
act or omission by Employee committed or omitted prior to the date of this
Agreement, except for acts or omissions which would constitute an intentional
violation of law and which could reasonably result in damage to the Company.
5. To the extent provided in the Company's Bylaws, Company will
defend and indemnify Employee for, and hold Employee harmless of and from,
any and all claims, causes of action or liabilities that may be asserted or
assessed against Employee based on any alleged acts or omissions by Employee
in connection with or related to his employment with Company.
6. Employee warrants and agrees that he is responsible for any federal,
state, and local taxes which may be owed by him by virtue of the receipt of any
portion of the consideration herein provided. Company will, however,
make any appropriate withholdings on amounts to be paid hereunder, as required
by law.
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7. Employee acknowledges that he has been encouraged to seek the
advice of an attorney of his choice in regard to this Agreement. Company
and Employee represent that they have relied upon the advice of their
attorneys, who are attorneys of their own choice, or they have knowingly and
willingly not sought the advice of their attorneys. Employee hereby understands
and acknowledges the significance and consequences of such a Agreement and
represents that the terms of this Agreement are fully understood and voluntarily
accepted by him.
8. Both Employee and Company have cooperated in the drafting and
preparation of this Agreement. Hence, in any construction to be made of this
Agreement, the same shall not be construed against any party on the basis
that the party was the drafter.
9. Employee acknowledges that he has had at least twenty-one (21)
days to consider the terms of this Agreement prior to his signing it. If
Employee has executed this Agreement prior to the end of such
twenty-one (21) day consideration period, Employee acknowledges that such
decision to waive any portion of the twenty-one day (21) consideration period
was done knowingly and voluntarily.
10. Employee further understands that he may revoke this Agreement
within seven (7) days following his signing of the Agreement by giving written
notice of such revocation to Company. Such notice must be dated within
such seven day time period and must be received promptly thereafter by Company.
11. This Agreement constitutes the entire agreement concerning the
termination of Employee's employment and all other subjects addressed herein.
This Agreement supersedes and replaces all prior negotiations. All
agreements, proposed or otherwise, whether written or oral, concerning all
subject matters covered herein are incorporated into this Agreement. The use
of male pronouns herein is done for convenience only and shall be construed
to mean and apply to both the male and female genders.
12. If one or more of the provisions of this Agreement shall for any
reason be held invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect or impair any other
provision of this Agreement, but this Agreement shall be construed as if
such invalid, illegal or unenforceable provision had not been contained herein.
13. Employee agrees to maintain the terms of this Agreement as
confidential and not to disclose such terms to any party except his
immediate family and his legal and financial advisors or except as may be
required by court order.
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14. Company and Employee have prepared a "positioning statement"
regarding Employee's departure. Comments made by the Company regarding
Employee following his departure will be generally consistent with this
"positioning statement".
_____________________________ __________________________________
Date Xxxxxx X. Xxxxxxxxx
CDI CORPORATION
_____________________________ By:___________________________________
Date Xxxxx Xxxxxxx
President & CEO
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