Exhibit 10.p.
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 Xxxxxxx
X. Xxxxx (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/ Xxxxx X. Xxxxxx
----------------------------
Xxxxx X. Xxxxxx
President & CEO
----------------------------
XXXXXXX X. XXXXX
/s/ Xxxxxxx X. Xxxxx
----------------------------