CDI Anderselite Limited

Stuart Batchelor

The Ridings

216 Forest Road

Coalville

Leicestershire

LE67 3SJ

    

Dear Stuart

Following our recent discussions, set out below are the terms we have agreed upon which your employment with the Company will conclude.

The Company shall make a contribution in the sum of £1,000 plus VAT towards the legal costs you have incurred in taking the advice which you have received in relation to the termination of your employment with the Company from the Adviser, such contribution to be made direct to the Adviser’s firm after completion of this agreement and within 28 days following receipt by the Company of an appropriate copy invoice (issued by that firm to you and marked payable by the Company and sent under private and confidential cover to Brian Short, General Counsel) and written confirmation from that firm that these costs were solely incurred in relation to such advice.

whether or not such claims are in your express contemplation and/or the express contemplation of the Company and/or any Third Party at the date of this agreement (including such claims, costs, expenses of which you become aware after the date of this agreement in whole or in part as a result of the commencement of new legislation or the development of the common law).

modification and provide the Company with all necessary passwords or other information to allow it to access any computer equipment owned by the Company or any Group Company and used or accessed by you prior to the Termination Date.

and will procure that the Adviser will not make any statement to any third party regarding:

Group Company would suffer were you to breach any of the obligations set out in this clause.

You represent and warrant and undertake that:

You accept and acknowledge that the Company (on behalf of itself, and its Group Companies) is entering into this agreement in reliance upon the representations, warranties and undertakings provided by you in this clause 9 and upon clauses 5, 6, 7 and 8 of this agreement.

The conditions regulating settlement agreements pursuant to the provisions of s203(3) of the Act, Regulation 9 of the Part-Time Workers (Prevention of Less Favourable Treatment) Regulations 2000, Regulation 10 of the Fixed-Term Employees (Prevention of Less Favourable Treatment) Regulations 2002, Regulation 35 of the Working Time Regulations 1998, s49(3) of the National Minimum Wage Act 1998, s288 of the Trade Union and Labour Relations (Consolidation) Act 1992, Regulation 41 of the Transnational Information and Consultation of Employees Regulations 1999, Regulation 40 of the Information and Consultation of Employees Regulations 2004 and Regulation 18 of the Transfer of Undertakings (Protection of Employment) Regulations 2006 and Section 147 of the Equality

In this agreement references to clauses are to clauses of this agreement and, unless the context otherwise requires, the following words and expressions shall have the following meanings:

Group Company or its assets (including, without limitation, details of the activities, businesses, business strategy, marketing plans, sales forecasts, investments, prospective investments (and the respective terms of such investments), research activities, inventions, ideas, computer programs, secret processes, designs, technology used, financial information, results and forecasts of any Group Company past, present or projected, goods and services, and details of a confidential nature of its employees and contractors and of the requirements, terms of trade and identity of its suppliers and customers) and any other information designated as confidential by a Group Company;

Please confirm your acceptance of this offer by executing as a deed the enclosed copy of this letter and returning the certificate appended to it which should be signed by the Adviser and signing the waiver at Schedule 4.

acting by

…Brian D. Short…………………………….….

(Print name)

in the presence of:                

…Philadelphia, PA 19103……………………….

in the presence of:                

…Philadelphia, PA 19103……………………….

To be completed by the Adviser:

I am writing in connection with the agreement between my client, Stuart Batchelor, and CDI Anderselite Limited (the Company) of today’s date to confirm that:

I, Bhavini Thakkar of Fishers Solicitors, whose address is 4-8 Kilwardby Street, Ashby de la Zouch, Leicestershire, LE65 2FU, am a Solicitor of the Senior Courts of England and Wales who holds a current practising certificate.

I have advised Stuart Batchelor (the Employee) as to the terms and effect of this agreement, save for Schedule 4, and in particular its effect on his ability to pursue the claims specified in Schedule 1 of the agreement in an Employment Tribunal.

I have not advised the Employee as to the terms and effect of Schedule 4 of the agreement.

I have advised Stuart Batchelor as a relevant independent adviser within the meaning of the Acts and Regulations referred to in clause 11 of this agreement.

There is now in force and was in force at the time of the advice referred to above being given a policy of insurance or an indemnity provided for members of a professional body covering the risk of any claim by the Employee in respect of any loss arising in consequence of the advice I have given him.

I am not acting (and have not acted) in relation to this matter for the Company or any Group Company (as defined in the settlement agreement to which this certificate is attached).

Firm (Print) ...............................................................

The Directors

CDI Anderselite Limited

Capital House

1 Houndwell Place

Southampton

SO14 1HU

And

The Directors

CDI Corporation

            

Dear Sirs

I hereby resign from my office as a director of the Company and each of the Company's and subsidiaries’ undertakings (having the meaning given to it in section 1162 of the Companies Act 2006) of which I am a director with effect from 3 November 2014.

I hereby resign from my office as a director each of CDI’s and its subsidiaries’ of which I am a director with effect from 3 November 2014.

I have no claims or other rights of action of any kind against the Company or CDI or any of their subsidiary undertakings for compensation for loss of office or otherwise.

This letter and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this letter or its subject matter or formation (including non-contractual disputes or claims).

This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.

in the presence of:                

…Philadelphia, PA 19103……….

Signed as a deed by _______________________, Director

in the presence of:                

…………………………………….

In consideration of and as a condition to receiving the payments and other benefits set out in clause 3.1 of the agreement to which this Schedule is attached (“Employment Agreement”), and other good and valuable consideration to which you would not otherwise be entitled, I Stuart Batchelor, hereby unconditionally and irrevocably discharge, release, and remise the Released Parties (as defined below), jointly and severally, of and from all claims, causes of action, suits, charges, debts, dues, sums of money, attorneys’ fees and costs, accounts, bills, covenants, contracts, torts, agreements, expenses, wages, compensation, promises, damages, judgments, rights, demands, or otherwise (“Claims”), known or unknown, in law or equity, accrued or un-accrued, contingent or non-contingent, arising at any time up to and including the date I execute this General Release, whether or not capable of proof as of the effective date of this General Release, whether common law or statutory, whether or not now recognized, that I or anyone claiming by, through, or under me (including without limitation my heirs, executors, personal representatives, administrators, assigns, and spouse(s)) in any way might have, or could have, against any of the Released Parties.

The Claims enumerated above (“Released Claims”) shall include, without limitation, and only by way of example: all Claims arising from or relating to my employment with any of the Released Parties, or the termination thereof; all Claims under the Employment Agreement and related documents; all Claims for discrimination based on age, creed, race, color, sex, sexual orientation, national origin, religion, marital status, disability, military status, domestic violence victim status, arrest record, conviction record, predisposing genetic characteristics or genetic information, nationality, ancestry, familial status, domestic partnership or civil union status, gender identity or expression, atypical hereditary cellular or blood trait, or any other protected characteristic, including (without limitation) Claims under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Civil Rights Act of 1866, the Civil Rights Act of 1991, the Rehabilitation Act, the New York State Human Rights Law, the New York City Human Rights Law, the New Jersey Law Against Discrimination, and all state and local analogues of such statutes; all Claims under the Employee Retirement Income Security Act of 1974, the Worker Adjustment and Retraining Notification Act, the Family and Medical Leave Act, the Equal Pay Act, the New York Labor Law, the New York Whistleblower Protection Law, the New Jersey Conscientious Employee Protection Act, the New Jersey State Wage and Hour Law, the New Jersey Wage Payment Act, and all other federal, state, and local statutes, rules, or regulations; and all common law Claims, including (without limitation) Claims for breach of contract, defamation, interference with contractual/prospective contractual relations, invasion of privacy, promissory estoppel, negligence, breach of the covenant of good faith and fair dealing, fraud, infliction of emotional distress, wrongful discharge, punitive damages, and any other common law Claims under the laws of any jurisdiction. It is my intention that the language relating to the description of Claims in this General Release shall be given the broadest possible interpretation permitted by law. I understand that nothing in this General Release shall be construed to impair, limit, reduce, alter, or affect my rights or claims to any vested benefits under any employee benefit plans, which rights remain subject to the terms of the applicable plan documents, or to claims that cannot be waived as a matter of law.

As used herein, “Released Parties” means: (i) CDI Corporation (“Company”); (ii) Company’s past, present, and future parents, subsidiaries, and affiliates; (iii) each of the foregoing entities’/persons’ successors and assigns; (iv) each of the foregoing entities’/persons’ owners, shareholders, officers, directors, managers, employees, agents, insurers, representatives, and benefit plans (including such plan’s fiduciaries, administrators, insurers, trustees, and the like); and (v) all

persons/entities claimed to be jointly or severally liable with any of the foregoing entities/persons or through/by which any such entities/persons have acted with respect to me.    

I agree and covenant not to file, initiate, or join any lawsuit (either individually, with others, or as part of a class), in any forum, pleading, raising, or asserting any Claim(s) barred or released by this General Release. I understand and agree that if I do so, and the action is found to be barred in whole or in part by this General Release, I will pay the attorneys’ fees and costs, or the proportions thereof, incurred by the applicable Released Party in defending against those Claims that are found to be barred by this General Release. I understand that nothing in this paragraph or General Release precludes me from challenging the validity of this General Release under the requirements of the Age Discrimination in Employment Act, and I shall not be responsible for reimbursing the attorneys’ fees and costs of the Released Parties in connection with such a challenge to the validity of this General Release. I, however, acknowledge that this General Release applies to all Claims that I have under the Age Discrimination in Employment Act, and that, unless this General Release is held to be invalid, all of my Claims under that Act shall be extinguished by execution of this General Release. I further understand and agree that nothing in this General Release shall preclude or prevent me from filing a charge with the U.S. Equal Employment Opportunity Commission or similar state or local agency. I agree that I will not seek or accept any relief obtained on my behalf by any government agency, private party, class, or otherwise with respect to any Claims released in this General Release. I warrant and represent that I have not filed any Claim released in this General Release and that I am not aware of any wrongdoing or violation of any law, statute, regulation, or policy by any of the Released Parties.

I agree to not directly or indirectly disparage, or encourage or induce others to disparage, any of the Released Parties in any forum or through any medium of communication. I understand that upon the termination of my employment, Company will instruct its executives, directors and officers to not disparage me in any forum or through any medium of communication. Nothing in this paragraph or General Release precludes any person from supplying truthful information to any governmental authority or in response to any lawful subpoena or other legal process.    

Company hereby advises me to consult with counsel before executing this General Release. I hereby acknowledge and understand that I have the right to consider this General Release for a period of twenty-one (21) days prior to execution. I agree that changes made to this General Release, whether material or immaterial, do not restart the aforementioned twenty-one (21) day period. I further acknowledge and understand that for seven (7) days following my execution of this General Release, I may revoke this General Release by providing written notice to Company to be received within this seven-day period. This General Release shall not become effective or enforceable until the seven-day revocation period has expired without revocation.

This Schedule 4 shall be governed by the laws of the State of Pennsylvania, irrespective of any otherwise applicable principles of conflicts of laws.

I, STUART BATCHELOR, INTENDING TO BE LEGALLY BOUND, HEREBY SIGN THIS GENERAL RELEASE VOLUNTARILY AND WITH FULL UNDERSTANDING OF ITS TERMS ON THE DATE SET FORTH BELOW.