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

2013 CASH INCENTIVE COMPENSATION PROGRAM FOR EXECUTIVE OFFICERS

On March 1, 2013, the Compensation Committee of the Board of Directors of CDI Corp. ("CDI" or the "Company") approved the components of the 2013 cash incentive compensation program and the target level of cash incentive compensation for each of the Company's executive officers. The target amount of incentive compensation, which would be payable if 100% of the goals are met, is based on a percentage of the executive's base salary (100% of salary for Paulett Eberhart, 70% for Robert Larney, Philip Clark and Robert Giorgio, and 60% for Brian Short).

For the corporate executives (Ms. Eberhart, Mr. Larney and Mr. Short), the amount of cash incentive compensation which they can earn will be based on CDI's 2013 consolidated operating profit, revenue and return on net assets (RONA) and the achievement of certain corporate strategic objectives. For the executives who are responsible for a specific service line or geography (Mr. Clark and Mr. Giorgio), the amount of cash incentive compensation which they can earn will be based 60% on the 2013 operating profit and revenue for their business and 40% on the CDI financial and strategic objectives described above for the corporate executives. Of the total amount of cash incentive compensation which is earned by each executive based on the above-described financial and strategic objectives, 15% will be subject to the achievement of individualized objectives for each executive.

The maximum payout is 200% of the target bonus amount for each executive. Notwithstanding the foregoing, if the Company achieves less than 60% of its operating profit target, the maximum payout to each executive is 25% of his or her target level of cash incentive compensation.

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