AGREEMENT
THIS IS AN AGREEMENT ("Agreement") between Xxxxx X. Xxxxxx and
Xxxxxxxxx Xxxxxx (collectively referred to as "the Ballous") and CDI Corporation
("CDI") made this 14th day of March, 2002.
Background
A. Xxxxx Xxxxxx became President and Chief Executive Officer of CDI on
October 1, 2001. As part of his Employment Agreement, he was required to
relocate his residence from Washington, DC to Philadelphia, PA.
B. The Ballous have located a new residence in Philadelphia ("the Philadelphia
property") and will close on the purchase of that property on March 15, 2002.
CDI has agreed to provide a bridge loan ("the Bridge Loan") to the Ballous to
assist them in the purchase of the Philadelphia property. A condition of the
Bridge Loan is that it be repaid no later than July 31, 2001.
C. The Ballous have also entered into a contract ("the Current Sale Contract")
for the sale of their Washington, DC residence ("the Washington property") and
are scheduled to close on the sale of that property on June 20, 2002.
D. The Ballous desire to eliminate the uncertainty associated with the
possibility that the Current Sale Contract may not close and the proceeds from
such sale would, in such event, not be available to repay the Bridge Loan.
E. CDI is willing to assist the Ballous to remove this uncertainty by taking
the steps set forth in this Agreement.
Agreement
NOW, THEREFORE, in consideration of their respective undertakings set forth
herein, the Ballous and CDI hereby agree as follows:
1. As of the date hereof, the Xxxxxx'x assign to CDI, and CDI assumes, the
financial risk and/or reward associated with the sale of the Washington
property. The intent of this assignment and assumption is for CDI and the
Ballous to experience as close as possible the same financial outcome as if the
Ballous had transferred, as of the date of this Agreement, the Washington
property to CDI under the terms of the CDI Corporation Guidelines for Relocation
of and Reimbursements to New Executive Officers ("the Guidelines").
2. To carry out the intent of Section 1, above, CDI may elect at its
option, any of the following alternatives:
(a) to have the Ballous continue to perform under the Current Sale
Contract. At the closing of such contract, the Ballous will
receive $4,187,500 (i.e., the average of two appraisals that have
been performed on the Washington property) minus the amount then
payable to CDI under the Bridge Loan which amount will be paid to
CDI. The remaining net proceeds of this sale will be paid to CDI;
(b) if the Current Sale Contract does not close, CDI will, no later
than July 31, 2002, pay to the Ballous $4,187,500 minus the
amount then owed to CDI under the Bridge Loan and the Ballous
will transfer the Washington property per CDI's instructions; or
(c) at any time after the date hereof and prior to the closing under
the Current Sale Contract, CDI may pay to the Ballous $4,187,500
minus the amount then owed to CDI under the Bridge Loan and the
Ballous will transfer the Washington property per CDI's
instructions.
3. All miscellaneous costs will be paid as set forth in the Guidelines
based on the particular approach selected.
4. The Ballous may continue to reside at the Washington property until such
time as they move to the Philadelphia property. During such time the Ballous
will continue to pay the mortgage, maintain the current homeowner's insurance
and generally maintain the Washington property, and their costs of doing so will
be considered to be appropriate rent for the property.
5. Following their move out of the Washington property, the Ballous will
continue to pay the costs of the mortgage, insurance and maintenance on such
property until the property is titled in a new owner and CDI will reimburse the
Ballous for such costs.
Intending to be legally bound, the parties have executed this Agreement as
of the date set forth above.
Attest: CDI Corporation
By: By:
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Witness Xxxxx X. Xxxxxx
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Witness Xxxxxxxxx Xxxxxx
