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CDI > SEC Filings for CDI > Form 8-K on 7-Nov-2012All Recent SEC Filings

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Form 8-K for CDI CORP


Change in Directors or Principal Officers, Financial Statements and Exhibits

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 1, 2012, the Compensation Committee (the "Committee") of the Board of Directors of CDI Corp. ("CDI" or the "Company") approved the following grants of equity awards to executive officers:

                                     Stock Options         Shares
                 Paulett Eberhart            50,195            26,785
                 Robert Larney               15,383             8,208
                 Philip Clark                15,383             8,208
                 Brian Short                 12,144             6,480

The non-qualified stock options (a) have an exercise price equal to the fair market value of CDI common stock ("CDI Stock") at the close of business on the date of grant ($17.36 per share), (b) vest 20% on March 1, 2013 and 20% on each of the first four anniversaries of March 1, 2013, and (c) have a seven-year term.

The performance shares entitle each recipient to earn shares of CDI Stock based on the Company's achievement of annual financial objectives during the five calendar years from 2012 through 2016. The applicable financial objectives are based on CDI's annual operating income, and up to 20% of the total performance shares awarded may be earned based on the Company's achievement of the operating income target for that year. For achievement of 90.0-94.9% of the target for a given year, the recipient would earn 20% of the possible shares of CDI Stock for that year. For achievement of 95.0-99.9% of the target for a given year, the recipient would earn 50% of the possible shares of CDI Stock for that year. No shares of CDI Stock would be earned for a year in which the Company's operating income was less than 90% of the target level. The maximum number of shares of CDI Stock which could be earned equals the number of performance shares granted. With respect to any shares of CDI Stock which are earned, the recipient will be credited with that number of additional whole shares of CDI Stock that can be purchased (based on the fair market value of CDI Stock on the date that the Committee approves the calculation of the Company's operating income for the preceding year) with the sum of the dividends that would have been paid with respect to an equal number of shares of CDI Stock between the grant date and the date of such Committee approval.

Attached as Exhibits 10.1 and 10.2 are the forms of award agreements for the equity awards in the table above. The foregoing summary of the material terms of the awards is qualified in all respects by reference to the terms of the equity awards set forth in the attached exhibits.

Item 9.01. Financial Statements and Exhibits

Exhibit 10.1 - Form of Non-Qualified Option Agreement

Exhibit 10.2 - Form of Performance Shares Agreement

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