CDI CORP. Amendment To Employment Agreement
Exhibit 10.1
CDI CORP.
Amendment To Employment Agreement
This is an amendment (“Amendment”) to the Employment Agreement entered into as of the 1st day of January, 2008 between CDI Corp., a Pennsylvania corporation (the “Company”), and Roger H. Ballou (“Executive”). This Amendment is effective as of March 19, 2009.
Background
In view of the serious deterioration in global economic conditions that is projected to continue through 2009, the parties wish to adjust the measures used in determining the number of shares of Performance-Contingent Deferred Stock (“PCDS”) which Mr. Ballou can earn based on the Company’s performance in 2009. Specifically, the parties desire to reduce the level of pre-tax profit (“PTP”) that the Company must achieve in order for Mr. Ballou to earn PCDS and to reduce the dollar value of PCDS earned by Mr. Ballou.
Agreement
Accordingly, for good and valuable consideration, the receipt and sufficiency of which is acknowledged by each party, and intending to be legally bound, the parties agree as follows:
The Year 2009 section of the chart that appears on Exhibit C to the Employment Agreement is changed as follows:
Current 2009 Section of the Exhibit C Chart:
| Year 2009 | 90% | 95% | 100% | 105% | 110% | |||||||
| Target PTP ($) | 78,000,000 | 70,200,000 | 74,100,000 | 78,000,000 | 81,900,000 | 85,800,000 | ||||||
| Total LTI Award ($) | 1,500,000 | 750,000 | 1,050,000 | 1,500,000 | 1,875,000 | 2,250,000 | ||||||
| TVDS ($) | 281,250 | 281,250 | 281,250 | 281,250 | 281,250 | 281,250 | ||||||
| PCDS ($) | 1,218,750 | 468,750 | 768,750 | 1,218,750 | 1,593,750 | 1,968,750 |
New Amended 2009 Section of the Exhibit C Chart:
| Year 2009 | 90% | 95% | 100% | 105% | 110% | |||||||
| Target PTP ($) | 25,700,000 | 23,150,000 | 24,425,000 | 25,700,000 | 26,985,000 | 28,270,000 | ||||||
| Total LTI Award ($) | 734,362 | 412,181 | 541,053 | 734,362 | 1,030,453 | 1,326,543 | ||||||
| TVDS ($) | 281,250 | 281,250 | 281,250 | 281,250 | 281,250 | 281,250 | ||||||
| PCDS ($) | 453,112 | 130,931 | 259,803 | 453,112 | 749,203 | 1,045,293 |
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All other provisions of the Employment Agreement remain unchanged.
IN WITNESS WHEREOF, the parties have executed this Amendment intending to be legally bound by it.
| Company: | ||
| CDI CORP. | ||
| /s/ Walter R. Garrison | ||
| By: | Walter R. Garrison | |
| Chairman of the Board | ||
| EXECUTIVE: | ||
| /s/ Roger H. Ballou | ||
| Roger H. Ballou | ||
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