10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For fiscal year ended December 31, 2013

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 001-34993

CTPARTNERS EXECUTIVE SEARCH INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	52-2402079
(State or other Jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1166 Avenue of the Americas, 3rd Fl., New York, NY	10036
(Address of principal executive offices)	(Zip Code)

(212) 588-3500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, par value $0.001 per share	NYSE MKT
(Title of each Class)	(Name of each exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act:

None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    ¨  Yes    ý  No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    ¨  Yes    ý  No

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ý  Yes    ¨  No

Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    ý  Yes    ¨  No

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ý  YES    ¨  NO

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)

Large Accelerated Filer	¨	Accelerated Filer	¨
Non-Accelerated Filer	¨  (Do not check if a smaller reporting company)	Smaller Reporting Company	ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    ¨  Yes    ý  No

The aggregate market value of the voting and non-voting equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and ask price of such common equity, as of the last business day of the registrant’s most recently completed fiscal year end was $39.8 million.

The number of the registrant’s common shares outstanding as of March 3, 2014, was 7,136,963. 

Documents incorporated by reference: portions of the definitive Proxy Statement for the Annual Meeting of Shareholders to be held on June 11, 2014 are incorporated by reference into Part III of this Form 10-K.

TABLE OF CONTENTS

PART I	PAGE
ITEM 1. BUSINESS	1
ITEM 1A. RISK FACTORS	5
ITEM 1B. UNRESOLVED STAFF COMMENTS	9
ITEM 2. PROPERTIES	9
ITEM 3. LEGAL PROCEEDINGS	10
ITEM 4. MINE SAFETY DISCLOSURES	10
PART II
ITEM  5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	10
ITEM 6. SELECTED FINANCIAL DATA	11
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	11
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	16
ITEM 8. FINANCIAL STATEMENTS	17
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	40
ITEM 9A. CONTROLS AND PROCEDURES	40
ITEM 9B. OTHER INFORMATION	41
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	41
ITEM 11. EXECUTIVE COMPENSATION	41
ITEM  12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	41
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	41
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES	41
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	41
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EX-10.3
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EX-23.1
EX-24
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EX-31.2
EX-32.1
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PART I

ITEM 1. BUSINESS

Business Overview

CTPartners Executive Search Inc (CTPartners) is a leading provider of retained executive search services to clients on a global basis. We provide these services through twenty-three offices in the Americas, Europe, the Middle East and Asia Pacific. We help our clients build stronger leadership teams by facilitating the recruitment and hiring of “C-level” (chief executive officers, chief financial officers, chief legal officers, chief marketing officers and chief human resource officers) executives, other senior executives and board members. Our retained executive search services focus on successfully making placements for our clients in a timely manner. We use a proprietary search process and proprietary technology and communication tools to successfully execute our retained searches. In 2013, we were engaged to perform 1,395 searches. We generated consolidated net revenue and an operating loss of $130.3 million and $2.7 million, respectively. The adjusted operating income, as defined in the reconciliation of non-GAAP measures, was $3.2 million.

We believe that our proven and proprietary retained executive search process, SearchSigma, differentiates us from our peers. SearchSigma was developed based on analyzing three years of detailed client surveys. In our analysis, we identified the common criteria and timetables our clients expect from a successful search. We then developed a proprietary search process to respond accordingly. Based on our findings, we structured SearchSigma as a workflow process with six distinct segments and milestones, at forty-eight hours, seven days, fourteen days, forty days, seventy-five days and one-hundred days, designed to complete a successful placement within one-hundred days of our engagement. SearchSigma also enables our executive search consultants and our clients to actively monitor the status of each search and make adjustments to the search process as necessary. Our focus on the SearchSigma process enhances our ability to successfully and expeditiously identify and place candidates with our clients within our stated goal of 100 days from our engagement.

We believe that a high level of communication and process transparency with our clients is very important to their level of satisfaction and to the ultimate success of our searches. The cornerstone of our client communication is our proprietary system, ClientNet^®. Through ClientNet^®, our clients can access password-protected information over the internet to check the status of their search engagements. Another important element of our transparency and accountability is the audit that we offer to conduct at the forty-day milestone. This key process step is executed by one of our executive search consultants who is not otherwise involved in a particular search. This executive search consultant contacts the client to assess the progress of the search and to gather client feedback along with any suggested refinements to the process. We have found the forty-day audit process to be very helpful in ensuring that a search is tracking as planned and that any necessary adjustments are made early in the process.

Our organizational structure is designed to provide high quality, industry-focused executive search services to our clients worldwide. Our executive search consultants are dedicated to specific industry verticals and are leading experts in their given sectors. Our support teams of researchers and associates are organized by industry practice group in various geographic locations. We believe that industry specialization enables us to better understand our clients’ cultures, operations, business strategies and industries. Executive search consultants in our industry practice groups bring an in-depth understanding of the market conditions and strategic and management issues faced by clients within their specific industry. Our six largest industry practice groups are financial services, professional services, life sciences, technology/media/telecom, consumer/retail and industrial.

We have a diverse group of clients located throughout the world and in a variety of industries. From January 1, 2005, through December 31, 2013, we have performed 8,562 searches for over 2,300 clients, including some of the leading Fortune 1000, FTSE 100, DAX and CAC 40 companies as well as private equity and venture capital firms and their portfolio companies.

Historically, we have been successful in both adding new clients and generating repeat business from existing clients. We believe that our disciplined adherence to our proprietary search process has enabled us to develop a strong and loyal client base. Over the past three years, approximately 76% of our retained search engagements came from clients who had previously used our services. At the conclusion of each search, we solicit client feedback with a client satisfaction survey. Our surveys provide us with critical feedback to gauge client satisfaction as well as feedback that we utilize to continually evaluate and improve our processes and performance. In 2013, 230 clients completed client satisfaction surveys, and 91.7% of such surveys stated that the client planned to use our services in the future.

We believe that our global presence enables us to more effectively serve our clients who have operations throughout the world. We leverage our industry specialization with local geographic knowledge and contacts to provide clients with comprehensive executive search services. We have wholly-owned operations in eight U.S. cities and in fifteen non-U.S. locations. Our wholly-owned non-U.S. operations are in Brazil, Chile, China, Colombia, France, Germany, Hong Kong, Mexico, Panama, Peru, Singapore, Switzerland, the United Arab Emirates, the United Kingdom and Venezuela. In 2013, we placed candidates in 509 U.S. searches and 522 non-U.S. searches.

As of December 31, 2013, we had 128 executive search consultants and 332 other employees, all of whom were full-time employees. Our principal executive offices are located in New York, New York. Our corporate, administrative and research functions are located in our office in Cleveland, Ohio.

Our principal executive offices are located at 1166 Avenue of the Americas, 3rd Floor, New York, New York 10036, and our telephone number is (212) 588-3500. Our corporate website address is www.ctnet.com. We do not incorporate the information contained on, or accessible through, our corporate website into this form 10-K, and it should not be considered part of this form 10-K. For convenience in this form 10-K, “CTPartners,” “we,” “us,” and “our” refer to CTPartners Executive Search Inc. and its subsidiaries, taken as a whole, unless otherwise noted.

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Executive Search Industry Overview

The executive search business is highly fragmented, consisting of several large global firms and several thousand smaller firms that are generally focused on a specific geographic region or on a specific vertical sector. We believe our most direct competition comes from the following five global retained executive search firms: Egon Zehnder International, Heidrick & Struggles International (NASDAQ: HSII), Korn/Ferry International (NYSE: KFY), Russell Reynolds Associates, Inc. and Spencer Stuart.

Executive search firms are generally separated into two broad categories: retained search firms and contingency search firms. Retained search firms generally operate on an exclusive basis for a specific search and are compensated for their services regardless of whether they are successful in placing a candidate with the client. Retained executive search firms typically focus on “C-level” and other senior level executive and board of director positions, and the fee for such services is typically 33% of the first year total cash compensation for the position being filled. The fee for a retained executive search is typically paid in three installments. Contingency executive search firms are generally not hired on an exclusive basis and are only compensated upon placing a recommended candidate, and the fee for such services is typically 25% of the first year base salary of the position being filled.

Our Services

Retained Executive Search

Our retained executive search services are used to fill executive level positions, such as chief executive officers, chief financial officers, chief operating officers, chief information officers and other senior executive officers, as well as board of directors’ positions. Our executive search consultants work closely with our clients to identify, assess and place qualified candidates. Our clients are primarily from six large industry verticals: financial services, professional services, life sciences, technology/media/telecom, consumer/retail and industrial.

Our retained search engagements are typically led by executive search consultants with vertical market expertise and one-call access to the most sought-after talent in each market. Supporting our executive search consultants is a team of experienced recruiting associates and research professionals, many with decades of experience utilizing executive search industry best practices. We work closely with our clients to understand their business strategy and develop a profile of the ideal candidate. Once the position is defined, the research team identifies appropriate individuals through the use of our proprietary databases and other search media. In addition, the team consults with its established network of sources to help identify individuals with the right backgrounds and professional abilities. Leveraging our network of resources and research capabilities, we strive to develop an extensive list of potential candidates, who are then carefully screened through face-to-face meetings, phone interviews and/or video conferences. The client is then presented with a specified number of qualified candidates to interview. We conduct third-party reference checks throughout the process. Our executive search consultants actively participate in negotiations until a final offer is made and accepted. Throughout the process, we maintain ongoing communication with our client and actively involve them in the process.

In 2013, we utilized our proprietary SearchSigma process to identify and place 1,031 candidates. Every aspect of our search process is oriented to achieving the desired outcome of placing the right individual at the right firm as swiftly and efficiently as possible. Based on a three-year analysis of client surveys, we have designed SearchSigma, a workflow process with six distinct segments and milestones, described in more detail as follows in this example of a typical search:

Milestone #1 — Forty-eight hours. During the first forty-eight hours, we develop a strategy that includes identification of the internal resources and personnel needed in the search, scoping the necessary geographic reach of the search, determination of the appropriate title of the position offered, creating a description of the ideal candidate and the identification of the top twenty source companies. Identifying the best internal team is largely based on industry expertise. Once the team is in place, the lead partner chooses the breadth of geographic reach based on the title and description of position.

Milestone #2 — Seven days. After seven days, we hold a kick-off meeting with the client at which we present our overarching search strategy, including our research and recruiting approach, as well as a detailed position description that embodies the required leadership characteristics. Clients receive a competitive analysis and an assessment of the market. With a two-way sharing of information, we begin the process by identifying the unique priorities, challenges, and opportunities that characterize a particular client’s search assignment.

Milestone #3 — Fourteen days. After fourteen days, we hold a follow-up meeting with the client to confirm our strategy, present industry research and provide our view on candidate backgrounds reviewed to date. At this point we will have typically identified two benchmark candidates and spoken with at least twenty potential candidates. The client is asked to approve our strategy at this milestone.

Over the next several weeks, the team consults with its established network of resources and searches proprietary databases containing profiles of over 1.1 million executives to assist in identifying individuals with the right background, cultural fit and abilities. An initial list of candidates is carefully screened through face-to-face meetings, phone interviews or video conferences.

Milestone #4 — Forty days. After forty days, we typically have conferred with at least 50% of the identified candidates, interviewed at least five prospects and presented at least three candidates to the client. At this time, we also offer to conduct our forty-day audit which provides us with the opportunity to course-correct our search strategy and target candidate profile, if necessary.

Milestone #5 — Seventy-five days. After seventy-five days, our team has conferred with approximately 90% of the identified candidates, the client has been presented with two qualified candidates, and we have secured two alternative qualified candidates should a final offer not be made or accepted.

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Milestone #6 — One-hundred days. At the one-hundred-day mark, we have typically successfully identified and placed the client’s ideal candidate. At the conclusion of each search, we solicit client feedback with a client satisfaction survey. Our surveys provide us with critical feedback to gauge client satisfaction as well as feedback that we utilize to continually evaluate and improve our processes and performance. The survey findings are used to rank our executive search consultants which are then reviewed and posted internally and are considered in making decisions with regard to internal promotions, illustrating our commitment to exceeding the expectations of our clients.

Board Advisory

We approach our board advisory practice with the same rigor, discipline and processes as we apply to our executive search services. This includes utilizing an overarching search strategy, research, regular status reviews, mid-search audit and a methodology where candidates are identified from a formal search process. We are generally paid a flat fee for our board advisory services.

Our board advisory practice is designed to help boards evaluate the strength and diversity of their board as well as their overall effectiveness. Many boards are facing growing regulatory and shareholder pressure to increase their diversity, independence and expertise. Our in-depth assessments help to focus directors on these key priorities and to make them aware of issues that can impact effectiveness. Since establishing this practice in May 2009, we have conducted 21 board assessments.

Our Industry-Focused Practice Areas

Our organizational structure is designed to provide high quality executive search services to our clients worldwide. Our team of executive search consultants is organized by industry practice group in various geographic locations. We believe that industry specialization enables us to better understand our clients’ cultures, operations, business strategies and industries and the respective markets for senior executive candidates. All of our executive search consultants perform searches for specific “C-level” and other senior executives.

We operate our executive search business in six broad industry practice groups: financial services, professional services, life sciences, technology/media/telecom ("TMT"), consumer/retail and industrial. Executive search consultants in our industry practice groups bring an in-depth understanding of the market conditions and strategic and management issues faced by clients within their specific industry. Additionally, our executive search consultants have established networks of sources which often provide one-call access to the most sought after talent. The relative sizes of these industry practice groups, as measured by the percentage of 2013 net revenue and the number of executive search consultants as of December 31, 2013, are as follows:

Industry Practice Group	Percentage of 2013 Net Revenue		Number of Executive Search Consultants
Financial services	26.1	%	45
Professional services	18.5	%	18
Life sciences	18.7	%	18
Technology/media/telecom	11.3	%	24
Consumer/retail	14.2	%	13
Industrial	11.2	%	10

Within each broad industry practice group there are a number of industry subsectors. For example, within the financial services practice group our business is diversified among a number of industry subsectors, including asset and wealth management, capital markets, financial technology, hedge funds, investment banking, private equity, commercial banking and insurance. Executive search consultants from each of these industry practice groups are located across our various offices. We believe this operational structure provides our clients with superior services.

Executive search consultants often focus in one or more subsectors to provide clients with even deeper market intelligence and candidate knowledge specific to their industry. We have integrated domestic and international teams that focus on the following subsectors:

• Association & Not-for-Profit

• Cleantech & Alternative Energy

• Commercial Banking

• Conservation

• Federal Consulting, Government Relations & Public Policy

• Financial Technology

• Global Security/Risk Management

• Inclusion

• Insurance

• Legal, Compliance, Regulatory & Governance

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• Legal Services

• Real Estate

• Semiconductor

Our Executive Search Consultants and Other Employees

As of December 31, 2013, we had 460 full-time employees consisting of 128 executive search consultants, 107 associates, 45 researchers and 180 administrative and search support staff. We believe the high caliber, extensive experience and motivation of our professionals are critical factors to our success. We utilize a combination of base salary, revenue and volume bonuses, discretionary bonuses and equity compensation to compensate our employees.

Our associates and researchers support the efforts of our executive search consultants with candidate sourcing and identification by making initial contact with candidates and performing other search-related functions. We train our associates and researchers, as well as new executive search consultants, in the use of our proprietary retained executive search process and communication systems. Additionally, we periodically hold training and development programs for our associates and researchers. As a result of our strong development culture, we have made a significant number of internal promotions. Over the past five years, we have promoted twenty-one associates to executive search consultant. Promotion to executive search consultant is based on a variety of factors, including demonstrated superior execution and business development skills, the ability to identify solutions to complex issues, personal and professional ethics, a thorough understanding of the market and the ability to develop and build effective teams.

We believe we have been able to attract and retain some of the most productive executive search consultants with previous search backgrounds and strong specialty expertise. We consider relations with our employees to be good.

Clients

We have a diverse group of clients located throughout the world in a variety of industries. In 2013 and 2012, no client accounted for more than 5% of our revenue. From January 1, 2005, through December 31, 2013, we have performed 8,562 searches for over 2,300 clients, including some of the leading Fortune 1000, FTSE 100, DAX and CAC 40 companies as well as private equity and venture capital firms and their portfolio companies.

Historically, we have been successful in both adding to our client base and generating repeat business from existing clients. We believe that our dedication to successfully completing our retained searches in a timely and structured manner has enabled us to develop a strong and loyal client base. This has resulted in highly recurring revenue from our existing clients. For example, over the past three years, approximately 76% of our engagements came from clients who had previously used our services. In 2013, we had 252 clients that retained us to perform more than one search for them.

Seasonality

Revenue and operating income have historically varied by quarter and are hard to predict from quarter to quarter. In addition, the volatility in the global economy impacts our quarterly revenue and operating income. On average, the variance between the highest and lowest amount of quarterly net revenue, as expressed as a percentage of annual net revenue, is approximately 5 percentage points.

Marketing

Our executive search consultants market our executive search services through targeted client calling, industry networking and various referral sources. These efforts are assisted by our proprietary databases which provide our executive search consultants with real-time information as to contacts made by their colleagues with particular referral sources, candidates and clients. In addition, we benefit from a significant number of referrals generated by our reputation for high quality service and successfully completing assignments, as well as repeat business resulting from our ongoing client relationships.

We publicize and build our brand awareness through interviews with the major business and trade publications, sponsor speeches and host presentations before industry and management groups and publish a quarterly digital publication which is distributed to over 30,000 global executives. We regularly participate in relevant conferences and forums and leading roundtable discussions on topics of interest. For example, we host an annual Board of Directors Human Capital Institute to help enhance the quality of board governance and the human resource function. In addition, we consistently distribute publications to existing and potential clients highlighting emerging trends and noteworthy engagements.

Executive search firms frequently are required to refrain from recruiting employees of a client for a specified period of time, typically extending for one year from the initiation of the search assignment. We carefully manage these off-limits conditions by attempting to limit the scope of any such agreement.

Research and Information Management

Our research efforts are maximized through a research department principally based in our office in Cleveland, Ohio. We use our proprietary database and other available technology to conduct research focused on identifying targeted candidates based on client-specific requirements.

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Research is largely based on our robust, growing, proprietary candidate database. Our database consists of over 1.1 million unique candidate profiles. The database connects pre-screened candidates to client information offering a concise opportunity for first round due diligence.

A significant value-added benefit of our database is driven by our dynamic client interface, ClientNet^®, which enables clients to access candidate-specific details throughout their search process. ClientNet^® captures candidate-specific data over time thus ensuring continuous search momentum and providing an efficient process for our clients.

Competition

The executive search industry is highly competitive and fragmented. Our most direct competition comes from the larger executive search firms that compete on a global scale, including Egon Zehnder International, Heidrick & Struggles International (NASDAQ: HSII), Korn/Ferry International (NYSE: KFY), Russell Reynolds Associates, Inc. and Spencer Stuart. We primarily compete with these competitors based upon our relationships with the key decision-makers, as well as our reputation for offering a unique value proposition to our clients. In large part, the genesis of our differentiation is an intense focus on making timely, successful placements that match the needs of our clients. To ensure that we are meeting our clients' expectations, we carefully track our placement rate, average days to placement and stick rate. Furthermore, our size and culture enable us to quickly adapt to current market conditions and demands.

ITEM 1A. RISK FACTORS

In addition to the other information in this Form 10-K, the following risk factors should be considered in evaluating our business because such factors may have a significant impact on our business, financial condition, operating results, cash flows and results of operations. As a result of the risk set forth below and elsewhere in this Form 10-K, and the risk discussed in our other Securities and Exchange Commission filings, actual results could differ materially from those projected in any forward-looking statements.

Risks Related to Our Business

Our inability to attract and retain qualified executive search consultants would adversely affect our business, financial condition and results of operations.

Our success depends upon our ability to attract and retain executive search consultants who possess the skills and experience necessary to fulfill our clients’ needs. In addition, our ability to grow the Company is dependent on increasing our overall number of qualified executive search consultants. Our ability to hire and retain qualified executive search consultants could be impaired by any diminution of our reputation, decrease in compensation levels relative to our competitors, modifications of our compensation philosophy or competitor hiring programs. If we cannot attract, hire and retain qualified executive search consultants, our business, financial condition and results of operations would be adversely affected.

A significant or prolonged economic downturn would have a material adverse effect on our results of operations.

Our results of operations are affected by the level of business activity of our clients, which in turn is affected by general economic conditions and the level of economic activity in the industries and markets that they serve. On an aggregate basis, our clients may be less likely to hire as many senior executives during economic downturns and periods of economic uncertainty. To the extent our clients delay or reduce hiring senior executives due to an economic downturn or economic uncertainty, our results of operations will be adversely affected. A continued economic downturn or period of economic uncertainty and a decline in the level of business activity of our clients would have a material adverse effect on our business, financial condition and results of operations.

Global economic developments and conditions in the geographic regions and industries from which we derive a significant portion of our revenue could negatively affect our business, financial condition and results of operations.

Demand for our services is affected by global economic conditions and the general level of economic activity in the geographic regions and industries in which we operate. The concentration of our business in certain geographic regions and/or industries exacerbates this risk. For example, 30% of our net revenue in 2013 was derived from providing our services to the financial services industry. When conditions in the global economy, including the credit markets, deteriorate, or economic activity slows, companies may hire fewer permanent employees and some companies, as a cost-saving measure, may choose to rely on their own human resources departments rather than third-party search firms to find talent. Certain of the geographic regions and industries in which we operate have recently deteriorated significantly and may remain depressed for the foreseeable future. If the national or global economy or credit market conditions in general deteriorate, or the demand for our services in a significant industry decreases, our cash flows, business, financial condition and results of operations would be adversely affected.

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We depend substantially on a limited number of key personnel who would be difficult to replace. If we lose the services of these individuals, our business would be adversely affected.

Our continued growth and success depend in large part on the managerial and leadership skills of our senior management team, particularly Brian M. Sullivan, our chief executive officer and David C. Nocifora, our chief operating officer. We have entered into employment agreement with each of these officers. We rely on our senior management team to market our business, manage our globally dispersed business operations and hire and retain qualified executive search consultants. The success of our growth efforts depends on significant management attention to integration and coordination. The loss of the services of any member of our senior management team would have a material adverse effect on our business, financial condition and results of operations. We have no reason to believe that we will lose the services of any of these individuals in the foreseeable future; however, we currently have no effective replacement for these individuals due to their experience, reputation in the industry and significant role in our operations.

If we are unable to prevent our executive search consultants from taking our clients or our executive search consultants with them to a competitor, our business, financial condition and results of operations could suffer.

Our success depends upon our ability to develop and maintain strong, long-term relationships with our clients. Although we work on building these relationships between our firm and our clients, in many cases, one or two executive search consultants have primary responsibility for a client relationship. Additionally, a limited number of executive search consultants have primary responsibility for a disproportionate share of our business. In 2013, for example, our top three executive search consultants had primary responsibility for generating business equal to approximately 13% of our net revenues, and our top ten executive search consultants had primary responsibility for generating business equal to approximately 30% of our net revenues.

Although our executive officers are subject to non-compete agreements as part of their employment contracts, we do not generally enter into non-competition agreements with our executive search consultants, our executive search consultants are not contractually prohibited from leaving or joining one of our competitors and some of our clients could choose to use the services of that competitor instead of us. We may also lose clients if the departing executive search consultant has widespread name recognition or a reputation as a specialist in executing searches in a specific industry or management function. Although our employment contracts prohibit former executive search consultants from soliciting any of our employees for a period of one year, we may lose additional executive search consultants if they choose to join the departing executive search consultant at another executive search firm. If we fail to limit departing executive search consultants from moving business or recruiting our executive search consultants to a competitor, our business, financial condition and results of operations could be adversely affected.

If we are unable to maintain our professional reputation and brand name our business would be adversely affected.

We depend on our overall professional reputation and brand name recognition to secure new engagements and hire qualified executive search consultants. In 2007, we changed our brand from Christian & Timbers to CTPartners. While we believe we have established our brand in the market, a number of our competitors have more established and better name recognition than us. Our success also depends on the individual reputations of our executive search consultants. We obtain many of our new engagements from existing clients or from referrals by those clients. A client who is dissatisfied with our work can adversely affect our ability to secure new engagements. If our reputation is negatively affected, including poor performance or our brand awareness does not continue to increase, we may experience difficulties in competing successfully for both new engagements and qualified executive search consultants. Failure to maintain our professional reputation and brand name could have a material adverse effect on our business, financial condition and results of operations.

Because existing clients may restrict us from recruiting their employees we may be unable, or be perceived by prospective clients as being unable, to fill existing or prospective executive search assignments, and prospective clients may not engage us, impeding our growth.

Clients frequently require us to refrain from recruiting certain of their employees when conducting executive searches on behalf of other clients. These restrictions generally remain in effect for no more than one year following the commencement of an engagement. However, the specific duration and scope of the off-limits arrangements depend on the length of the client relationship, the frequency with which the client engages us to perform searches and the potential for future business with the client. If a prospective client believes that we are overly restricted by these off-limits arrangements from recruiting the employees of our existing clients, these prospective clients may not engage us to perform their executive searches, and as a result, our business, financial condition and results of operations could be adversely affected.

We face aggressive competition and if we are unable to compete effectively, it would have a material adverse effect on our business, financial condition and results of operations.

The global executive search industry is extremely competitive and highly fragmented. We compete with other large global executive search firms and smaller specialty firms. Some of our competitors possess greater financial and other resources, greater name recognition and longer operating histories than we do in particular markets or practice areas. Additionally, specialty firms can focus on regional or functional markets or on particular industries. To the extent our competitors are better capitalized and have access to greater financial and other resources, these competitors may be better positioned to attract executive search consultants, expand their business and weather any economic downturns. There are limited barriers to entry into the search industry and new search firms continue to enter the market. Many executive search firms that have a smaller client base may be subject to fewer off-limits arrangements. Our competitors sometimes reduce their fees in order to attract clients and increase market share. Because we typically do not discount our fees, we may experience some loss of net revenue. We may not be able to continue to compete effectively with existing or potential competitors. Our inability to meet these competitive

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challenges would have a material adverse affect on our business, financial condition and results of operations. Finally, our clients or prospective clients may decide to perform executive searches using in-house personnel.

We rely heavily on information management systems and any interruptions or loss of key client data could adversely affect our business.

Our success depends upon our ability to store, retrieve, process and manage substantial amounts of information. To achieve our goals, we must continue to improve, upgrade and invest in our information management systems. We may be unable to license, design and implement, in a cost-effective and timely manner, improved information systems that allow us to compete effectively. In addition, business process re-engineering efforts may result in a change in software platforms and programs. In addition to the cost of licensing, designing and implementing new information systems, such efforts may present transitional problems. Finally, although our data center is maintained at a third-party location, if we experience any interruptions or loss in our information processing capabilities or loss of key client data, our business, financial condition and results of operations could be adversely affected.

We may experience security breaches that could lead to loss of data privacy that could result in liability and negatively impact our reputation.

Despite our efforts in implementation of security measures, our operating systems are vulnerable to security breaches. Continued occurrences of data breaches across various entities and organizations provides evidence of security breach risk. Such breaches could lead to a disruption of our operations and improper disclosure of confidential information, resulting in legal liability, increased costs and loss of revenue.

We face the risk of liability in the services we perform and significant uninsured liabilities could have a material adverse affect on our business, financial condition and results of operations.

We are exposed to potential claims with respect to the executive search process. A client could assert a claim for violations of off-limits arrangements, breaches of confidentiality agreements or professional malpractice. In addition, candidates and client employees could assert claims against us. Possible claims include failure to maintain the confidentiality of the candidate’s employment search or for discrimination or other violations of employment laws or professional malpractice. In various countries, we are subject to data protection laws impacting the processing of candidate information. We maintain professional liability insurance in amounts and coverage that we believe are adequate, however, we cannot guarantee that our insurance will cover all claims or that coverage will always be available or sufficient. Significant uninsured liabilities could have a material adverse effect on our business, financial condition and results of operations.

Our inability to successfully integrate executive search consultants may have an adverse effect on our business.

Much of our net revenue growth since 2004 is due to adding executive search consultants or acquiring established business in different geographic locations. We expect to continue to grow by, among other things, selectively adding executive search consultants. We may not, however, be able to identify appropriate executive search consultants, consummate such additions on satisfactory terms or integrate the acquired practices effectively and profitably into our existing operations. Our future success will depend in part on our ability to complete the integration of executive search consultants successfully into our operations. Failure to successfully integrate recently hired executive search

consultants and complementary practices may adversely affect our profitability by creating operating inefficiencies that could increase operating expenses as a percentage of net revenues and reduce operating income. Further, the clients of recently hired executive search consultants may choose not to move their business to us.

We may not be able to manage effectively our expanding operations, which may impede our growth and/or negatively impact our performance.

Since 2004, we have experienced a period of rapid growth. This places a significant strain on our managerial and operational resources. Our number of employees grew from 88 as of December 31, 2004, to 460 as of December 31, 2013, mainly as a result of opening new non-U.S. locations, adding executive search consultants and staff supporting such executive search consultants, and acquisitions. To accommodate our future expected growth, we may need to implement new or upgraded operating and financial systems, procedures and controls throughout many different locations. These efforts may not be successful. Additionally, opening new office locations may strain our financial and management resources. Our failure to expand and integrate these systems, procedures and office locations efficiently could cause our expenses to increase disproportionately and our net revenues to decline or grow more slowly than expected, which could have a material adverse effect on our business, financial condition and results of operations.

Our multinational operations may be adversely affected by economic, social, political and legal risks.

We generate substantial net revenue outside the United States. We offer our services through fifteen locations outside the U.S. We are exposed to the risk of changes in economic, social, political and legal conditions inherent in international operations, which could have a significant impact on our business, financial condition and results of operations. In particular, we conduct business in countries where the legal systems, local laws and trade practices are unsettled and evolving. Commercial laws in these countries are sometimes vague, arbitrary and inconsistently applied. If we fail to comply with local laws, our business, financial condition and results of operations could suffer. In addition, the global nature of our operations poses challenges to our management as well as our financial and accounting systems. Failure to meet these challenges could have a material adverse effect on our business, financial condition and results of operations.

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A significant currency fluctuation between the U.S. dollar and other currencies could adversely impact our operating income.

With operations in the Americas, Europe, the Middle East and Asia Pacific, we conduct business using various currencies. In 2013, 40.0% of our fee revenue was generated outside of North America. As we typically transact business in the local currency, our profitability may be impacted by the translation of foreign currency financial statements into U.S. dollars. Significant long-term fluctuations in relative currency values, in particular an increase in the value of the U.S. dollar against foreign currencies, could have a material adverse effect on our profitability and our business, financial condition and results of operations.

The failure to timely align our cost structure with net revenue could have a material adverse affect on our business, financial condition and results of operations.

We must ensure that our costs and workforce continue to be in proportion to demand for our services. In particular, local laws in some of the countries we operate in make it more difficult and time consuming to appropriately adjust staffing levels. Failure to timely align our cost structure and headcount with net revenue could have a material adverse effect on our business, financial condition and results of operations.

Our inability to access credit, or if we are only able to do so at significantly higher costs, could limit our ability to grow and harm our business, financial condition and results of operations.

In the current economic environment, banks may strictly enforce the terms of our credit agreement. Although we are currently in compliance with the financial covenants of our revolving credit facility, a further deterioration of economic conditions may negatively impact our business resulting in our failure to comply with these covenants in the future, which could limit our ability to borrow funds under our revolving credit facility. We may not be able to secure alternative financing or may only be able to do so at significantly higher costs, and this could harm our business, financial condition and results of operations.

Risks Related to Ownership of Our Common Stock

The market price of our common stock may be highly volatile or may decline regardless of our operating performance.

Although our common stock is traded on the NYSE MKT exchange, it may remain illiquid, or “thinly traded,” which can increase volatility in the share price and make it difficult for investors to buy or sell shares in the public market without materially affecting the quoted share price. Further, investors seeking to buy or sell a certain quantity of our shares in the public market may be unable to do so within one or more trading days. If limited trading in our stock continues, it may be difficult for holders to sell their shares in the market at any given time at prevailing prices.

Broad market and industry factors also may adversely affect the market price of our common stock, regardless of our actual operating performance. Factors that could cause wide fluctuations in our stock price may include, among other things:

• general economic conditions;

• actual or anticipated variations in our financial condition and operating results;

• overall conditions or trends in our industry;

• addition or loss of significant clients;

• changes in the market valuations of companies perceived by investors to be comparable to us;

• announcements by us or our competitors of significant acquisitions, strategic partnerships or divestitures;

• announcements of lawsuits filed against us;

• additions or departures of key personnel;

• changes in the estimates of our operating results or changes in recommendations by any securities or industry analysts that elect to follow our common stock; and

• sales of our common stock by us or our stockholders, including sales by our directors and officers.

In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies. These broad market and industry fluctuations, as well as general economic, political and market conditions such as recessions, interest rate changes or international currency fluctuations, may negatively impact the market price of our common stock. In addition, in the past, following periods of volatility in the overall market and the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies. We may be the target of this type of litigation in the future. Securities litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources, whether or not we are successful in such litigation.

Our principal stockholders may exert substantial influence over us and may exercise their control in a manner adverse to your interests.

Collectively, our named executive officers and two executive search consultants own 2,509,064 shares, or 35%, of our outstanding common stock. Because a limited number of persons may exert substantial influence over us, transactions could be difficult or impossible to

8

complete without the support of those persons. It is possible that these persons will exercise control over us in a manner adverse to your interests.

We currently do not intend to pay dividends on our common stock and, as a result, your only opportunity to achieve a return on your investment is if the price of our common stock appreciates.

We currently do not expect to declare or pay dividends on our common stock in the foreseeable future. Instead, we anticipate that all of our earnings in the foreseeable future will be used in the operation and growth of our business. Any determination to pay dividends in the future will be at the discretion of our board of directors. In addition, our ability to pay dividends on our common stock is currently limited by the covenants of our credit facility and may be further restricted by the terms of any future debt or preferred securities. Accordingly, your only opportunity to achieve a return on your investment in our company may be if the market price of our common stock appreciates and you sell your shares at a profit. The market price for our common stock may never exceed, and may fall below, the price that you pay for our common stock.

Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of us, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management.

Provisions in our certificate of incorporation and bylaws may delay or prevent an acquisition of us or a change in our management. These provisions include:

• a board of directors whose members can only be dismissed for cause;

• the right of the board of directors to elect a director to fill a vacancy created by the expansion of the board of directors;

• the ability of the board of directors to alter our bylaws without obtaining stockholder approval;

• the prohibition on actions by written consent of our stockholders;

• the limitation on who may call a special meeting of stockholders;

• the establishment of advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon at stockholder meetings;

• the ability of our board of directors to issue preferred stock without stockholder approval, which would increase the number of outstanding shares and could thwart a takeover attempt; and

• the requirement of at least 75% of the outstanding common stock to amend any of the foregoing provisions.

In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which limits the ability of stockholders owning in excess of 15% of our outstanding voting stock to merge or combine with us. Although we believe these provisions collectively provide for an opportunity to obtain greater value for stockholders by requiring potential acquirers to negotiate with our board of directors, they would apply even if an offer rejected by our board were considered beneficial by some stockholders. In addition, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Offices

Our principal executive offices are located in New York, New York, and our corporate, administrative and research functions are located in our office in Cleveland, Ohio. Our operations are based in the following locations:

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U.S. Locations	Non-U.S. Locations
Boston, MA	Dubai, United Arab Emirates	Bogota, Colombia
Chicago, IL	Geneva, Switzerland	Caracas, Venezuela
Cleveland, OH	Hong Kong	Lima, Peru
Columbia, MD	London, United Kingdom	Mexico City, Mexico
San Francisco, CA	Paris, France	Panama City, Panama
New York, NY	Shanghai, China	Santiago, Chile
Redwood Shores, CA	Singapore	Sao Paulo, Brazil
Washington, DC	Frankfurt, Germany

All of our offices are leased. We do not own any real property.

ITEM 3. LEGAL PROCEEDINGS

From time to time we are involved in litigation incidental to our business. We are currently not party to any litigation, the adverse resolution of which, in management’s opinion, would be likely to have an adverse effect on our business, financial condition, results of operations or cash flows.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market

Our common stock is listed on the NYSE MKT market. The trading symbol is CTP. The following table sets forth the high and low stock price per share of the common stock for the periods indicated.

Prices

The table below sets forth the high and low sales prices during each calendar quarter for the years ended December 31, 2013 and 2012.

2013	High		Low
Fourth Quarter	$	6.76	$	4.70
Third Quarter	5.31		4.15
Second Quarter	4.48		3.00
First Quarter	4.70		3.77
2012
Fourth Quarter	$	4.72	$	3.88
Third Quarter	5.51		3.54
Second Quarter	6.93		5.07
First Quarter	7.09		4.98

As of March 3, 2014, the closing price was $7.20 and there were 75 stockholders of record of the common stock.

Issuer Purchases of Equity Securities

None.

Equity Compensation Plan Information

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Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining  available for future issuance under  equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)	(c)
Equity compensation plans approved by security holders	195,600	0	481,243
Equity compensation plans not approved by security holders	0	N/A	0
Total	195,600	N/A	481,243

Use of Proceeds from Registered Securities

The offer and sale of the shares in our initial public offering were registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-1 (File No. 333-169224), which was declared effective by the Securities and Exchange Commission on December 7, 2010.

After deducting underwriting discounts and commissions and offering related expenses, our net proceeds from the initial public offering were approximately $24.4 million.

During the twelve-month period ending December 31, 2013, we:

• Used approximately $5.3 million to prepay consultant compensation for tax planning purposes.

• Paid down approximately $2.7 million of long-term debt.

As of December 31, 2013, all of the net proceeds from the offering have been applied as described in the prospectus included in our registration statement.

ITEM 6. SELECTED FINANCIAL DATA

Not required for smaller reporting companies.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations as well as other sections of this annual report on Form 10-K contain forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. The forward-looking statements are based on current expectations, estimates, forecasts and projections about the industry in which we operate and management’s beliefs and assumptions. Forward-looking statements may be identified by the use of words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “projects,” “forecasts,” and similar expressions. Forward-looking statements are not guarantees of future performance and involve certain known and unknown risks, uncertainties and assumptions that are difficult to predict. Actual outcomes and results may differ materially from what is expressed, forecasted or implied in the forward-looking statements. Factors that may affect the outcome of the forward-looking statements include, among other things, our expectations regarding our revenues, expenses and operations and our ability to sustain profitability; our ability to recruit and retain qualified executive search consultants to staff our operations appropriately; our ability to expand our customer base and relationships, especially given the off-limit arrangements we are required to enter into with certain of our clients; further declines in the global economy and our ability to execute successfully through business cycles; our anticipated cash needs; our anticipated growth strategies and sources of new revenues; unanticipated trends and challenges in our business and the markets in which we operate; social or political instability in markets where we operate; the impact of foreign currency exchange rate fluctuations; price competition; the ability to forecast, on a quarterly basis, variable compensation accruals that ultimately are determined based on the achievement of annual results; the mix of profit and loss by country; and our ability to estimate accurately for purposes of preparing our consolidated financial statements. For more information on the factors that could affect the outcome of forward-looking statements, see Risk Factors in Item 1A of this Form 10-K. We caution the reader that the list of factors may not be exhaustive. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Management’s Discussion and Analysis of Financial Condition and Results of operations has been prepared for the twelve-month periods ending December 31, 2013, and 2012.

Overview

Business Overview

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We are a leading performance-driven executive search firm serving clients across the globe. Committed to a philosophy of partnering with our clients, we offer a proven record in C-Suite, senior executive, and board searches, as well as expertise serving private equity and venture capital firms. Our organizational structure is designed to provide high quality, industry-focused executive search services to our clients worldwide. Our executive search consultants are dedicated to specific industry verticals and are leading experts in their given sectors. We believe that industry specialization enables us to better understand our clients' cultures, operations, business strategies and industries. Our six largest industry practice groups are financial services, professional services, life sciences, technology/media/telecom (“TMT”), consumer/retail and industrial.

Components of Our Statement of Operations

Net Revenue. Our executive search services are provided on a retained basis. Net revenue is comprised of the following two components:

• Fee Revenue. The vast majority of our revenue for retained executive search and board advisory services is received as retainer fees (which we refer to as “fee revenue”). Our retainer fee is typically equal to 33% of the first year total cash compensation for the position being filled. Generally, our retainer fee is paid in three installments commencing in the month of our engagement by the client. At the time of placement, the total fee is trued up to an amount equal to 33% of the difference between the actual total cash compensation agreed to be paid and the estimate. In the event that a client hires a candidate for a position other than the position identified in the original search assignment, we typically are paid 30% of the first year’s total cash compensation for the position filled.

• Indirect Expenses Billed to Clients. For each engagement, we are paid a flat fee, up to $9,000, to cover certain costs associated with the search process. These costs include research and research tools; other outside services; and the development and maintenance of our proprietary database and communication systems.

In addition to the components of our net revenue, we also track certain performance metrics that drive revenue. In the executive search industry, revenue in any given period is driven by:

• the number of search assignments;

• the number of executive search consultants;

• executive search consultant productivity, measured by average annualized net revenue per executive search consultant; and

• average revenue per executive search.

Reimbursements and Reimbursed Expenses. We are generally reimbursed by our clients for the direct expenses associated with our search activity on their behalf. These direct expenses include travel, other out-of-pocket expenses and third-party costs, and we report such reimbursements as a separate component of total revenue. In addition, we record such direct expenses as a separate component of operating expenses when incurred.

Compensation and Benefits Expenses. At the consultant level, we utilize a combination of base salary, revenue and volume bonuses and equity compensation to compensate our employees. Each executive search consultant is paid a tiered bonus based upon the amount of collected revenue that is credited to such consultant. The higher the revenue credited, the higher the percentage of such revenue that is paid to the executive search consultant as a bonus and thus accrued by us as an expense. As a result of this tiered bonus system, the mix of individual consultants’ performance levels can significantly affect the total amount of compensation expense we record. We pay a volume bonus to our executive search consultants based upon the total amount of collected revenue originated by an executive search consultant.

We periodically grant equity compensation to our executive officers and executive search consultants in order to:

• align our employees’ interest with those of our stockholders;

• facilitate ownership of our common stock by our executive officers and executive search consultants; and,

• attract and retain talent.

General and Administrative Expenses. General and administrative expenses are comprised primarily of rent, depreciation, business development, professional fees, communications and IT, networking costs and insurance. Incremental increases in revenue do not necessarily result in proportional increases in general and administrative expenses.

2013 Overview

On May 2, 2013, the Company acquired a 51% controlling ownership interest in Augmentum Consulting, Ltd. ("Augmentum"), a London based search firm. This acquisition complements CTPartners' existing UK business in a variety of practice areas, provides increased competitive advantage and enhances growth opportunity. The Company paid $1.5 million in cash on the acquisition date, recorded a seller note payable valued at $2.5 million, payable in two equal installments on August 31, 2014 and 2015, and a redeemable noncontrolling interest of $3.8 million. The aggregate maximum purchase price may be adjusted based on certain revenue targets over 3 years, not to exceed $8.6 million in total.

On November 5, 2013, the Company acquired Taylor Executive Consultancy Latam S. de R.L. ("Taylor Consultancy"), a Mexico-based executive search firm. The purchase price consists of $0.2 million of initial cash payment, and a contingent consideration based on certain revenue targets of up to $0.7 million.

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During 2013, the Company expanded its reorganization efforts globally. The plan consists of a workforce reorganization, and elimination of redundant or unneeded positions, which allowed the Company to combine business operations in certain geographic locations and serve our clients more efficiently. We expect that the reorganization will result in annualized cost savings of approximately $2.5 million.

Net revenue for the year ended December 31, 2013, increased $1.9 million while operating loss improved by $2.4 million, compared to the year ended December 31, 2012.

Operating loss for the year ended December 31, 2013 was $2.7 million, compared to an operating loss of $5.1 million for the year ended December 31, 2012. Excluding certain non-recurring charges of $5.9 million for the year ended December 31, 2013, and $7.3 million for the year ended December 31, 2012, as defined in the reconciliation of Non-GAAP measures, operating income improved by $1.0 million, to $3.2 million at December 31, 2013. The increase primarily reflects an increase in net revenues of $1.9 million and a decrease in compensation expense of $0.4 million offset by a $1.1 million increase in general and administrative expenses.

For the year ended December 31, 2013, we were engaged to perform 1,395 searches, for the year ended December 31, 2012, we were engaged to perform 1,352 searches. During the twelve months ended December 31, 2013, we placed candidates in 509 U.S. searches and in 522 non-U.S. searches. For the twelve-month period ended December 31, 2012, we placed candidates in 462 U.S. searches and in 571 non-U.S. searches.

Relevant data is set forth below:

Performance Metrics	Year Ended December 31, 2013		Year Ended December 31, 2012		Increase/  Decrease			Percentage  Increase/  Decrease
	(in thousands, except number of search assignments and search consultants)
Number of new search assignments	1,395		1,352		43			3.2	%
Number of executive search consultants (as of period end)	128		103		25			24.3	%
Productivity, as measured by average annualized net revenue per executive search consultant	$	1,018	$	1,246	$	(228	)	(18.3	)%
Average revenue per executive search	$	97	$	92	$	5		5.4	%

The number of search consultants in the calculation of productivity includes the number of consultants at December 31, 2013. Our productivity measure excluding partners acquired in 2013 would be $1.2 million.

Adjusted Performance Measure, Excluding Non-Operational Charges

We utilize Adjusted Net Income/(Loss) and Adjusted Income/(Loss) per common share, non-GAAP financial measures, as a measures of our results of operations. We calculated Adjusted Net Income/(Loss) as Net Income/(Loss) excluding the following charges which we do not believe are reflective of our operational results:

• Post-combination compensation expense

• Reorganization charges

• Gain or loss on foreign currency related to funding of foreign subsidiaries

• Fees and expenses incurred by us in connection with the restatement of our 2012 interim financial statements

• Fees and expenses incurred in connection with acquisitions, including non-recurring integration costs

• Impairment charges

• Tax effect of the above adjustments

We calculate Adjusted earnings/(loss) per common share using the weighted average shares outstanding amounts used in the calculation of diluted earnings per share in accordance with GAAP.

Management evaluates the Company’s performance based on Adjusted Net Income/(Loss), and Adjusted Net Income/(Loss) per share. These measures should not be viewed as substitutes for financial information determined in accordance with GAAP, nor are necessarily comparable to the non-GAAP performance measures that may be presented by other companies. We believe the presentation of these non-GAAP measures provides meaningful supplemental information regarding our performance, excluding certain charges that may not be indicative of our core operating results. We include these non-GAAP measures because we believe they are useful to investors in providing more

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transparency with respect to operational drivers of the business and the supplemental information used by management in evaluation of our ongoing operations.

Reconciliation of Non-GAAP Measures

	(in thousands, except per share amounts)
	Year ended December 31
	2013			2012
CALCULATION OF "AS ADJUSTED" PERFORMANCE MEASURE
Net income/(loss)	$	(1,770	)	$	(3,584	)
Adjustments:
Post-combination compensation and reorganization expense	2,659			7,311
Foreign exchange loss/(gain) on funding of foreign subsidiaries	867			(468		)
Costs incurred for restatement, acquisition and integration	1,748			462
Impairment charges	594			—
Tax effect of the adjustments	(2,280		)	(2,593		)
Adjusted net income	$	1,818		$	1,128
Earnings per common share, as adjusted	$	0.24		$	0.16

Use of non-GAAP measures: The table above contains selected financial information calculated other than in accordance with U.S. Generally Acceptable Accounting Principles (“GAAP”).

Results of Operations

Twelve Month Period Ended December 31, 2013 Compared to Twelve Month Period Ended December 31, 2012

Net Revenue. Net revenue increased $1.9 million, or 1.5%, to $130.3 million in 2013 from $128.4 million in 2012. The increase in net revenue is primarily attributed to revenue generated by Augmentum.

Compensation and Benefits Expenses. Compensation and employee benefits expense decreased $5.2 million, or 4.9%, to $100.6 million in 2013 from $105.7 million in 2012. As a percentage of net revenue, compensation and benefits decreased to 77.2% in 2013 from 82.4% in 2012. Excluding non-operational charges of $2.7 million and $7.5 million for the year ended December 31, 2013 and 2012, respectively, as defined in reconciliation of non-GAAP measures, compensation and benefits expense decreased to 75.1% of net revenue in 2013, compared to 76.5% in 2012. Decrease in compensation and benefits expense as a percentage of net revenue is mainly due to our cost savings initiative.

General and Administrative Expenses. General and administrative expenses increased $4.5 million, or 16.3%, to $32.0 million in 2013 from $27.5 million in 2012. Excluding non-operational charges of $3.2 million and miscellaneous gain of $0.2 million for the years ended December 31, 2013 and 2012, as defined in the reconciliation of non-GAAP measures, general and administrative expenses increased by $1.1 million, to $28.8 million in 2013. The increase is comprised primarily of (i) the $0.5 million increase in advertising and marketing expense, (iii) an increase of $0.3 million in amortization of intangible assets, and (iii) additional $0.2 million of expense due to Augmentum acquisition.

Operating Loss. Operating loss was $2.7 million for the year ended 2013, a decrease of $2.4 million compared to an operating loss of $5.1 million in 2012. Excluding certain non-recurring charges, adjusted operating income improved by $1.0 million, to an operating income of $3.2 million in 2013. The improvement primarily reflects an increase in net revenue of $1.9 million and decrease of $0.4 million in compensation and benefits, offset by an increase in general administrative costs of $1.1 million.

Net Interest Expense. Net interest expense was $0.2 million in 2013 and 2012. The net interest expense reflects the discount on seller-financed notes issued in acquisitions as well as interest paid on the use of our line of credit.

Loss Before Taxes and Income Tax Benefit. In 2013 we recorded a loss before income taxes of $2.9 million and an income tax benefit of $1.1 million, compared to a loss before income taxes of $5.3 million and an income tax benefit of $1.7 million in 2012. The decrease in income tax benefit is primarily due to a $2.4 million increase in loss before income taxes. The Company's effective tax rate was 38.6% and 31.9% for the years ended December 31, 2013 and 2012, respectively.

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Liquidity and Capital Resources

General. Our primary sources of liquidity are cash, cash flows from operations and borrowing availability under our revolving credit facility. We continually evaluate our liquidity requirements, capital needs and availability of capital resources based on our operating needs. We believe that our existing cash balances together with the funds expected to be generated from operations and funds available under our committed revolving credit facility will be sufficient to finance our operations for the foreseeable future.

The following table summarizes our cash flow for the periods shown:

	(in thousands)
	Year Ended December 31,
	2013			2012
Net cash provided by (used in) operating activities	$	2,918		$	(514	)
Net cash used in investing activities	(9,735		)	(3,834		)
Net cash used in financing activities	(3,745		)	(1,179		)
Net increase (decrease) in cash	$	(10,562	)	$	(5,527	)

Cash. Cash at December 31, 2013 was $5.7 million, as compared to $15.9 million at December 31, 2012. The decrease in cash principally reflects the use of cash in partner and businesses acquisitions.

Cash Flow from Operating Activities. In 2013, cash provided by operating activities was $2.9 million, compared to cash used in operating activities of $0.5 million in 2012. The improvement is primarily due to a collection on accounts receivable acquired in Augmentum business combination and timing differences within working capital, offset by an increase in net loss of $2.7 million, excluding post-combination compensation expense.

Cash from Investing Activities. In 2013, cash used in investing activities was $9.7 million compared to $3.8 million million in 2012. For the year ended December 31, 2013, the cash used in investing activity was principally comprised of $1.0 million cash payment related to the acquisition of Augmentum and Taylor Consultancy, $7.2 million of notes receivable issued connection with new partner acquisitions, and $1.7 million in capital expenditures. During the year ended December 31, 2012, cash used in the investing activity was comprised primarily of $3.6 million of cash payment related to our Latin America and Cheverny CEO Search, S.A. acquisitions, and $0.3 million used to purchase leasehold improvements and equipment.

Financing Activities. In 2013, cash used for financing activities of $3.7 million was due to payments on long term debt, of which $3.4 million were related to acquisitions. During 2012, cash used for financing activities was $1.2 million, comprised primarily of common stock repurchases.

Under our credit facility agreement, which we have amended to extend on existing terms through April 30, 2015 and increase the borrowing capacity to $14.0 million, we may borrow U.S. dollars at LIBOR plus 3.25%. We had no borrowings outstanding under our credit facility at December 31, 2013, and 2012. As of December 31, 2013, we had $14.0 million available to borrow. As of December 31, 2012, we had $10.0 million available to borrow. The Company is required to comply with certain covenants. During 2013 and 2012, the Company was in compliance with the covenants under the existing line of credit and no events of default existed.

We believe that our cash flows from operating activities, coupled with the borrowing capacity of our credit facility, will allow us to continue to operate and grow our firm.

Off-Balance Sheet Arrangements. We do not have off-balance sheet arrangements, special purpose entities, trading activities or non-exchange traded contracts.

Application of Critical Accounting Policies and Estimates

General. Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our consolidated financial statements, which have been prepared using accounting principles generally accepted in the United States of America (GAAP). Our significant accounting policies are discussed in Note 1, Summary of Significant Accounting Policies, in the notes to our consolidated financial statements. The preparation of our consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual amounts may differ from these estimates under different assumptions or conditions. If actual amounts are ultimately different from previous estimates, the revisions are included in our results of operations for the period in which the actual amounts become known.

An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements. Management believes the following critical accounting policies reflect the Company’s more significant estimates and assumptions used in the preparation of our consolidated financial statements:

15

Revenue Recognition. Substantially all of our revenue is derived from fees for professional services related to executive search services. Revenue before reimbursements of direct expenses (“net revenue”) consists of: retainer fees; indirect expenses billed to clients; and supplemental fees (fees contractually due to the Company if the actual compensation of the placed candidate exceeds the estimated compensation on which the retainer fee was based or the client hires other candidates presented by the Company for positions not related to the original search assignment). Since retainer fees and indirect expenses are generally not contingent upon placement of a candidate, our assumptions primarily relate to establishing the period over which our services are performed. The period over which we recognize revenue may not directly correspond to the length of a search because revenue recognition is aligned with our assumptions regarding the provision of services during the engagement. These assumptions determine the timing of revenue recognition and profitability for the reported period. If these assumptions do not accurately reflect the period over which revenue is earned, revenue and profit could differ. We annually review our assumptions with regard to the establishment of the period over which our services are performed to ensure that our revenue recognition policy is in accordance with generally accepted accounting principles. Retainer fees and indirect expenses from executive search engagements are recognized over the expected period of performance in proportion to the estimated personnel time incurred to fulfill our obligations under the engagements. Any supplemental fees are recognized upon the occurrence of the event triggering the payment of a supplemental fee.

Accounts Receivable and Allowances for Doubtful Accounts. Accounts receivable from our clients are recorded at the invoiced amounts and do not bear interest. An allowance for doubtful accounts is established based upon several factors, including the age of the Company’s accounts receivable, historic loss experience, specific account analysis, as well as expectations of future collections based upon trends, financial viability of the client, and historic collection experience. Actual collections of accounts receivable could differ from our estimates due to macro-economic conditions, changes in the executive search industry or a specific client’s financial condition.

Income Taxes. Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred liabilities are recognized for tax temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

BusinessCombinations. Upon acquisition of a business, the reporting entity must recognize and measure the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquired entity, and recognize and measure goodwill or gain on bargain purchase. Contingent consideration is recognized as an asset or liability and recorded at fair value. Assets acquired and liabilities assumed are recorded at fair values, and the excess of purchase price over the recognized assets and liabilities is recorded as goodwill. If the fair value of assets acquired and liabilities assumed exceeds the purchase price, gain on bargain purchase is recognized.

Recently Adopted Financial Accounting Standards

On January 1, 2013, we adopted the Financial Accounting Standards Board Accounting Standards Update No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, new guidance on the presentation of reclassifications from accumulated other comprehensive loss to net income. This standard requires an entity to present reclassifications from accumulated other comprehensive loss to net income either on the face of the statements or in the notes to the consolidated financial statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable for smaller reporting companies.

16

ITEM 8. FINANCIAL STATEMENTS.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

CTPartners Executive Search Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of CTPartners Executive Search Inc. and Subsidiaries (the Company) as of December 31, 2013 and 2012, and the related consolidated statements of operations, comprehensive income (loss), stockholders' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of CTPartners Executive Search Inc. and Subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

/s/McGladrey LLP

Cleveland, Ohio

March 12, 2014

17

CTPARTNERS EXECUTIVE SEARCH INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

	December 31, 2013			December 31, 2012
Assets
Current Assets
Cash	$	5,654		$	15,947
Accounts receivable, net	26,381			23,100
Other receivables	433			91
Prepaid expenses	3,974			2,949
Deferred income taxes	3,184			1,932
Other	4,411			3,684
Total current assets	44,037			47,703
Non-current assets
Leasehold Improvements and Equipment, net	4,149			3,473
Goodwill	5,811			215
Intangibles, net	3,746			3,195
Other Assets	5,517			1,868
Deferred Income Taxes	5,482			4,021
	$	68,742		$	60,475
Liabilities and Stockholders’ Equity
Current Liabilities
Current portion of long-term debt	$	4,762		$	3,186
Accounts payable	3,813			1,762
Accrued compensation	25,201			24,401
Accrued business taxes	2,079			1,465
Income taxes payable	710			233
Accrued expenses	5,571			3,762
Total current liabilities	42,136			34,809
Long-Term Liabilities
Long-term debt, less current maturities	1,295			3,488
Deferred rent, less current maturities	1,050			1,367
Total long-term liabilities	2,345			4,855
Noncontrolling redeemable interest	4,088			—
Stockholders’ Equity
Preferred stock: 1,000,000 shares authorized, no shares issued and outstanding	—			—
Common stock: $0.001 par value, 15,000,000 shares authorized, 7,540,821 and 7,409,247 shares issued at December 31, 2013 and 2012 respectively. 7,110,292 and 6,983,561 outstanding at December 31, 2013 and 2012, respectively	8			7
Additional paid-in capital	37,778			36,846
Accumulated deficit	(14,242		)	(12,610		)
Accumulated other comprehensive (loss), net of tax	(1,275		)	(1,357		)
Treasury stock at cost 430,529 and 425,686 shares at December 31, 2013 and 2012 respectively.	(2,096		)	(2,075		)
	20,173			20,811
	$	68,742		$	60,475

See Notes to Consolidated Financial Statements.

18

CTPARTNERS EXECUTIVE SEARCH INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands except share and per share amounts)

	Year Ended December 31, 2013			Year Ended December 31, 2012
Revenue
Net revenue	$	130,278		$	128,382
Reimbursable expenses	4,002			4,534
Total revenue	134,280			132,916
Operating expenses
Compensation and benefits	100,553			105,732
General and administrative	31,985			27,503
Reimbursable expenses	4,448			4,785
Total Operating Expenses	136,986			138,020
Operating loss	(2,706		)	(5,104		)
Interest expense, net	(179		)	(160		)
Loss before income taxes	(2,885		)	(5,264		)
Income tax benefit	1,115			1,680
Net loss	(1,770		)	(3,584		)
Net loss attributable to redeemable noncontrolling interest	138			—
Net loss attributable to the Company	$	(1,632	)	$	(3,584	)
Basic and diluted loss per common share	$	(0.23	)	$	(0.51	)
Basic and diluted weighted average common shares	7,055,734			7,087,769

See Notes to Consolidated Financial Statements.

19

CTPARTNERS EXECUTIVE SEARCH INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

	Year Ended December 31, 2013			Year Ended December 31, 2012
Net loss	$	(1,770	)	$	(3,584	)
Other Comprehensive Income (Loss), net of tax
Foreign currency translation adjustments	82			(374		)
Other	—			(101		)
Comprehensive Loss	$	(1,688	)	$	(4,059	)
Comprehensive loss attributable to redeemable noncontrolling interest	138			—
Comprehensive loss attributable to the Company	$	(1,550	)	$	(4,059	)

See Notes to Consolidated Financial Statements.

20

CTPARTNERS EXECUTIVE SEARCH INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(in thousands, except share and per share amounts)

	Common Stock				Additional Paid-in			Accumulated			Accumulated Other Comprehensive			Treasury			Total Stockholders’
	Shares		Amount		Capital			Deficit			Income (Loss)			Stock			Equity
Balance, December 31, 2011	7,110,360		$	7	$	35,738		$	(9,026	)	$	(882	)	$	(999	)	$	24,838
Net loss	—		—		—			(3,584		)	—						(3,584		)
Foreign currency translation adjustments	—		—		—			—			(374		)	—			(374		)
Other	—		—		—			—			(101		)	—			(101		)
Share-based compensation	122,616		—		733			—			—			—			733
Employee stock purchase program	—		—		375			—			—			—			375
Treasury Stock	(249,415	)	—					—			—			(1,076		)	(1,076		)
Balance, December 31, 2012	6,983,561		7		36,846			(12,610		)	(1,357		)	(2,075		)	20,811
Net loss	—		—		—			(1,770		)	—			—			(1,770		)
Net loss attributable to noncontroling interest	—		—		(138		)	138			—			—			—
Foreign currency translation adjustments	—		—		—			—			82			—			82
Share-based compensation	107,107		1		795			—			—			—			796
Employee stock purchase program	24,467		—		275			—			—			—			275
Treasury Stock	(4,843	)	—		—			—			—			(21		)	(21		)
Balance, December 31, 2013	7,110,292		$	8	$	37,778		$	(14,242	)	$	(1,275	)	$	(2,096	)	$	20,173

See Notes to Consolidated Financial Statements.

21

CTPARTNERS EXECUTIVE SEARCH INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Years Ended December 31,
	2013			2012
Cash Flows From Operating Activities
Net loss	$	(1,770	)	$	(3,584	)
Adjustments to reconcile net loss to net cash provided by/(used in) operating activities
Depreciation and amortization	1,982			1,313
Reorganization charges	48			882
Share-based compensation	796			734
Amortization of discount on seller notes	116			183
Amortization of post-combination compensation	1,878			6,347
Impairment charges	594			—
Deferred income taxes	(2,736		)	(3,504		)
Changes in operating assets and liabilities, net of effect of acquired businesses:
Accounts receivable, net	(1,104		)	(3,264		)
Prepaid expenses	423			(596		)
Income taxes receivable	—			1,593
Other assets and receivables	(1,027		)	(3,307		)
Accounts payable	1,792			745
Accrued compensation	908			907
Accrued business taxes	(22		)	692
Income taxes payable	323			233
Accrued expenses	983			281
Deferred rent	(266		)	(169		)
Net cash provided by (used in) operating activities	2,918			(514		)
Cash Flows From Investing Activities
Acquisition of businesses	(1,033		)	(3,564		)
Purchase of leasehold improvements and equipment	(1,665		)	(270		)
Notes receivable issued	(7,210		)	—
Repayment of notes receivable	173			—
Net cash used in investing activities	(9,735		)	(3,834		)
Cash Flows From Financing Activities
Principal payments on long-term debt	(3,745		)	(155		)
Repurchase of common stock	—			(1,024		)
Net cash used in financing activities	(3,745		)	(1,179		)
Net decrease in cash	(10,562		)	(5,527		)
Effect of foreign currency on cash	269			(356		)
Cash:
Beginning	15,947			21,830
Ending	$	5,654		$	15,947

22

(in thousands)

	Years Ended December 31,
Supplemental Disclosures of Cash Flow Information	2013			2012
Cash paid (refunded) during the year for
Interest	$	273		$	21
Income taxes	$	461		$	(445	)
Supplemental Disclosures of Non-Cash Financing Information
Seller financing of fixed asset additions	$	409		$	—
Employee discount stock purchase award in lieu of cash compensation	$	275		$	375
Treasury stock acquired in lieu of shareholder receivable	$	(21	)	$	(53	)
Supplemental Disclosure of Non-Cash Investing Activities
Acquisition of businesses
Total identifiable assets acquired	$	2,852		$	3,607
Goodwill	5,289			215
Deferred post-combination compensation	—			8,225
Gain on bargain purchase	—			(258		)
Aggregate purchase price per purchase agreement	$	8,141		$	11,789
Cash paid for post-combination compensation arrangement	—			(2,203		)
Seller note	(2,592		)	(6,022		)
Redeemable noncontrolling interest	$	(3,849	)	$	—
Cash paid for acquisition of a business	$	1,700		$	3,564
Less cash acquired	$	(667	)	$	—
Cash paid for acquisition of a business net of cash acquired	1,033			3,564
Forgiveness of notes receivable	$	120		$	—

See Notes to Consolidated Financial Statements.

23

CTPARTNERS EXECUTIVE SEARCH INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All tables in thousands, except share and per share amounts)

Note 1. Basis of Presentation and Significant Accounting Policies

Description of Business — CTPartners Executive Search Inc. along with its subsidiaries (collectively, CTPartners or the Company), is a retained executive search firm with global executive search capabilities. The Company operates in North America, Europe and the Middle East (EMEA), Asia Pacific and Latin America.The Company is subject to the rules and regulations of the United States Securities and Exchange Commission (the "SEC"), and the relevant provisions of the Securities Acts of 1933, as amended, and the Securities Exchange Act of 1934, as amended. The Company's common stock trades on the NYSE MKT exchange under the symbol "CTP".

Principles of Consolidation — The accompanying consolidated financial statements of the Company are prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). The consolidated financial statements include the accounts of CTPartners Executive Search Inc. and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

The preparation of financial statements in conformity with GAAP requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Concentration of Risk — The Company maintains balances at financial institutions which may, at times, exceed amounts federally insured in the U.S. and foreign countries. No losses have been incurred on such deposits.

Revenue Recognition — Substantially all revenue is derived from fees for professional services related to executive search services. Revenue before reimbursements of direct expenses (“net revenue”) consists of: retainer fees; indirect expenses billed to clients; supplemental fees (fees contractually due to the Company if the actual compensation of the placed candidate exceeds the estimated compensation on which the retainer fee was based or the client hires other candidates presented by the Company for positions not related to the original search assignment). Retainer fees and indirect expenses from executive search engagements are recognized when earned and realizable, typically over the expected average period of performance in proportion to the estimated effort incurred to fulfill our obligations under the engagements. Any supplemental fees, resulting from actual compensation of the placed candidate exceeding the estimated compensation, are recognized upon the occurrence of the event triggering the payment of a supplemental fee.

Reimbursements — The Company incurs out-of-pocket expenses that are generally reimbursed by its clients, which are accounted for as revenue in its consolidated statements of operations.

Accounts Receivable — The Company extends credit to customers under normal trade agreements. An allowance for doubtful accounts is established based upon several factors, including the age of the Company’s accounts receivable, historic loss experience, specific account analysis, as well as expectations of future collections based upon trends, financial viability of the client, and historic collection experience. The Company also provides a reserve for billing adjustments based upon historical experience.

Leasehold Improvements and Equipment — Depreciation is provided using the straight-line method over the useful life of equipment, or in the case of leasehold improvements, the shorter of the life of the improvement or the length of the lease as follows:

Leasehold improvements	3-10 years
Office furniture, fixtures and equipment	5-7 years
Computer equipment and software	3-5 years

Leasehold improvements and equipment are carried at cost less allowances for depreciation and amortization. Ordinary maintenance and repairs are charged against earnings when incurred. Additions and major repairs are capitalized if they extend the useful life of the related asset.

Deferred Rent — The Company recognizes rent expense on a straight-line basis over the term of the lease. Deferred rent is recognized for the excess of rental expense over rental payments. The portion of deferred rent which will not be recognized into the consolidated statement of operations within one year is included as a long-term liability on the consolidated balance sheets at December 31, 2013, and 2012.

Share-Based Compensation — The Company has an equity incentive plan under which the Board of Directors may grant restricted stock or stock options to employees and consultants. Share based compensation cost is measured on the grant date fair value of the award, and recognized in the financial statements over the requisite service period.

Income Taxes — The Company’s subsidiaries are subject to entity-level income taxes in their respective foreign jurisdictions. For U.S. tax purposes, the Company has made an election to include the income or loss of its global subsidiaries in the consolidated US tax return. CTPartners pays US tax on its worldwide income, reduced by income tax credits for foreign income taxes incurred.

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences, tax credit carryforwards and deferred liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of

24

CTPARTNERS EXECUTIVE SEARCH INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All tables in thousands, except share and per share amounts)

management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Management evaluated the Company’s tax positions and concluded that the Company had taken no uncertain tax positions that require adjustment to the consolidated financial statements. With few exceptions, the Company is no longer subject to tax examinations by the U.S. federal, state or local tax authorities for years prior to 2010. When and if applicable, potential interest and penalty costs are accrued as incurred, with expenses recognized in general and administrative expenses in the consolidated statement of operations. For non-US locations, the Company is no longer subject to audit examinations prior to 2010, except for the United Kingdom which extends to 2005. When and if applicable, potential interest and penalty costs are accrued as incurred, with expenses recognized in general and administrative expenses in the consolidated statements of operations.

Foreign Currency Translation — The Company generally designates the local currency for all its foreign subsidiaries as the functional currency, except for Venezuela, as discussed below. Accordingly, assets and liabilities of these subsidiaries are translated at the exchange rate in effect at each period. The results of operations are translated at the average monthly rate of exchange. Translation adjustments arising from the use of differing exchange rates from period to period are recorded as part of accumulated other comprehensive income (loss). Gains and losses from transactions denominated in non-functional currency are included in operating results for the period. For 2013 and 2012, net foreign currency gains (losses) included in net loss were :

	Year Ended December 31, 2013			Year Ended December 31, 2012
Net foreign currency gain/(loss)	$	(1,139	)	$	468

Venezuela

As further described in Note 2, effective January 2, 2012, the Company purchased its Latin American licensee, including operations in Venezuela. The economy in Venezuela has had significant inflation in the last several years. At the time of the acquisition, the Venezuelan economy was designated as highly inflationary, and is accounted for pursuant to accounting guidance for highly inflationary economies. Therefore, the U.S. dollar is designated to be the functional currency of our Venezuelan operations, and any gain or loss resulting from foreign currency translation is reflected in the general and administrative expenses in Company's results of operations.

The Venezuelan Central Bank is the only institution through which foreign currency-denominated transactions can be brokered. Under the system known as the Foreign Currency Securities Transactions System (SITME), entities domiciled in Venezuela can buy U.S. dollar-denominated securities only through banks authorized by Venezuelan Central Bank to import goods, services, or capital inputs. SITME imposes volume restrictions on an entity's trading activity, limiting such activity to a maximum amount equivalent of $50,000 per day, not exceeding $350,000 in a calendar month. This limitation is non-cumulative. Given the limited availability of alternative exchange mechanisms in Venezuela, the Company used the published SITME rate to re-measure transactions denominated in Bolivars. In February of 2013, the Venezuelan government eliminated the SITME rate and devalued its currency. As of December 31, 2013, the exchange rate was 6.30 Bolivares per U.S. dollar. During the twelve months ending December 31, 2013, the Company's Venezuelan operations generated 1.96% of consolidated net revenue.

Accumulated Other Comprehensive Loss — The Company’s accumulated other comprehensive (loss), net of tax, is comprised of, and related to, the following:

	December 31, 2013			December 31, 2012
Foreign currency translation adjustments	(1,088		)	(1,170		)
Other	(187		)	(187		)
	$	(1,275	)	$	(1,357	)

Financial Instruments — Cash is stated at cost, which approximates fair market value. The carrying value for account receivables, accounts payable, and other accrued liabilities reasonably approximates fair market value due to the nature of the financial instruments and the short term nature of the item. In 2012, the Company recorded two notes payable to seller in the process of acquiring our Latin America licensee and expanding our French operations by acquiring Cheverny CEO Search, S.A. In 2013, the Company recorded two additional notes payable to seller in connection with acquisition of Augmentum and Taylor Consulting. These notes were recorded at fair value at the time of acquisition.

Fair Value — The Company measures the fair values in accordance with accounting guidance that defines fair value, provides guidance for measuring fair value and requires certain disclosures. The guidance also discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow) and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

25

CTPARTNERS EXECUTIVE SEARCH INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All tables in thousands, except share and per share amounts)

• Level 1: Observable inputs such as quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

• Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

• Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.

The inputs used in the fair value measurement should be from the highest level available. In instances where the measurement is based on inputs from different levels of the fair value hierarchy, the fair value measurement will fall within the lowest level input that is significant to the fair value measurement in its entirety.

Goodwill - Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed, if any. The goodwill impairment test compares the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, goodwill of the reporting unit would be considered impaired. To measure the amount of the impairment loss, the implied fair value of a reporting unit's goodwill is compared to the carrying amount of that goodwill. If the carrying amount of a reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss is indicated. The Company conducted its annual goodwill impairment evaluation as of December 1, 2013. For this test, the fair value of the Company's relevant reporting unit is determined using a combination of valuation techniques, including a discounted cash flow methodology. The discounted cash flow approach is dependent on a number of factors, including estimates of future market growth and trends, forecasted revenue and costs, and the appropriate discount rates. The completion of the first step of the goodwill impairment indicated that the fair value of the reporting unit exceeded its carrying amount. The Company further evaluated the period from December 1, 2013 through December 31, 2013 and concluded that there were no indicators of impairment with respect to the Company's goodwill.

Intangible Assets - Intangible assets primarily consist of customer relationships, developed technology and trademarks, and are recorded at their estimated fair value at the date of acquisition. Customer relationships and developed technology are amortized using the straight-line method over their estimated useful lives of 10 years. Certain trademarks are considered indefinite-lived intangible assets, and must be tested for impairment annually, or more frequently if the events or changes in circumstances indicate that the asset might be impaired.During the year ended December 31, 2013, the Company recorded an impairment charge of $0.6 million, relating to intangible assets acquired in Cheverny CEO Search, S.A. business combination.

Redeemable Noncontrolling Interest - On May 2, 2013, the Company acquired a 51% controlling ownership interest in Augmentum. The Company has the right to call the remaining 49% interest, and Augmentum shareholders have the right to put the remaining 49% interest for a limited amount of time after the first anniversary of acquisition, at a pre-determined price, adjustable based on certain revenue targets. The "put" option expires on September 12, 2014, if not exercised, and the call option continues to exist indefinitely. The put option requires the noncontrolling interest to be classified as redeemable, recorded in the mezzanine equity on the Company's consolidated balance sheet, and measured at the greater of estimated redemption value, which approximates fair value, at the end of each reporting period or the historic cost basis. The resulting increases or decreases in the estimated redemption amount are affected by corresponding charges or credits against retained earnings, or in the absence of retained earnings, additional paid in capital. If the put option becomes no longer exercisable, the redeemable noncontrolling interest will be reclassified to noncontrolling interest and included in the permanent equity on the Company's consolidated balance sheet.

Reclassifications — Certain items in the 2012 consolidated financial statements have been reclassified to conform to the 2013 presentation.

Note 2. Acquisitions

Taylor Executive Consultancy Latam S. de R.L.

On November 5, 2013, the Company acquired Taylor executive Consultancy Latam S. de R.L. ("Taylor Consultancy"), a Mexico-based executive search firm. The purchase price consists of $0.2 million of initial cash payment, and a contingent consideration based on certain revenue targets, ranging from zero to $0.7 million. As a result, the Company recorded $0.1 million, representing the fair value of contingent consideration. As part of purchase price allocation, the Company recorded $0.1 million of identifiable intangible assets, and $0.2 million of goodwill. The acquisition is not considered material, and therefore, pro-forma information has not been presented.

Augmentum Consulting, Ltd.

On May 2, 2013, the Company acquired a 51% controlling ownership interest in Augmentum Consulting, Ltd. ("Augmentum"), a London based search firm. This acquisition complements CTPartners' existing UK business in a variety of practice areas, provides increased competitive advantage and enhances growth opportunity.

The Company paid $1.5 million in cash on the acquisition date, recorded a seller note payable valued at $2.5 million, payable in two installments on August 31, 2014 and 2015, and a redeemable noncontrolling interest of $3.8 million. The aggregate maximum purchase price may be adjusted based on certain revenue targets over 3 years, not to exceed $8.6 million in total.

The following table summarizes the fair values of the consideration transferred, assets acquired and liabilities assumed, at acquisition date:

26

CTPARTNERS EXECUTIVE SEARCH INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All tables in thousands, except share and per share amounts)

Fair value of consideration transferred:
Cash	$	1,500
Seller note payable for contingent consideration	2,490
Total	3,990
Fair value of redeemable noncontrolling interest	3,849
	$	7,839

Recognized amounts of identifiable assets acquired and liabilities assumed
Cash	$	667
Accounts receivable	2,044
Other assets	96
Trade names and trademarks	204
Database content	835
Customer relationships	474
Non-competition agreements	79
Property and equipment	43
Accounts payable and accrued expenses	(1,725		)
Total identifiable net assets	2,717
Goodwill	5,122
Total fair value of assets acquired and liabilities assumed	$	7,839

The weighted average useful life of total amortizable intangible assets acquired is 8.5 years.

The acquisition of Augmentum includes a contingent consideration arrangement, that allows for adjustment of payments based upon achievement of certain revenue targets over the next three years. The range of undiscounted amounts that the Company could pay for the contingent part of its 51% controlling ownership interest is between zero and $2.9 million, denominated in British pounds and translated at the rate in effect at the end of reporting period.

The Company has the right to call the remaining 49% interest in Augmentum after August 2, 2014, and Augmentum shareholders have the right to put the remaining 49% interest after September 1, 2014 if the call option has not been exercised, at a pre-determined price, adjustable based on Augmentum's performance. The put option expires on September 12, 2014, if not exercised, and the call option continues to exist indefinitely. The purchase price for the non-controlling interest is determined based on the same formula as contingent consideration, with maximum amount payable of $4.3 million, denominated in British pounds and translated at the rate in effect at the end of the reporting period. As of December 31, 2013, the redemption value of non-controlling interest was $4.1 million.

Activity related to the noncontrolling redeemable interest is as follows:

Beginning balance on January 1, 2013	$	—
Noncontrolling redeemable interest recorded in acquisition of Augmentum	3,765
Net loss attributable to noncontrolling redeemable interest	(138		)
Redemption value adjustment	138
Foreign currency	323
Ending balance on December 31, 2013	$	4,088

The fair value of contingent consideration and the fair value of noncontrolling interest, including the value of the put and the call options, is contingent upon the acquired business revenues, and was estimated through the use of the Monte Carlo model. These fair value measurements are based on significant inputs not observable in the market and thus represent a Level 3 measurement. These fair value measurements are based on (i) an assumed revenue forecast, (ii) an assumed discount rate of 6.5%, and (iii) assumed market volatility rate range of 10%-12.5% based on the volatility data for companies similar to Augmentum. The fair value of the note payable for contingent consideration recognized on the acquisition date was $2.5 million, and the fair value of the redeemable noncontrolling interest was $3.8 million. There have been no changes in the assumptions used in the valuing of the contingent consideration and the redeemable noncontrolling interest.

27

CTPARTNERS EXECUTIVE SEARCH INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All tables in thousands, except share and per share amounts)

The fair value of identifiable intangible assets was measured based upon significant inputs that were not observable in the market, and therefore are classified as Level 3. The key assumptions include (i) management's projection of future cash flows based upon past experience and future expectations, and (ii) an assumed discount rate of 18.5%.

The goodwill of $5.1 million is attributable to the workforce of the acquired business and the synergies expected to arise in connection with the acquisition. The goodwill relating to the Company's acquisition of Augmentum is fully deductible for United States federal income tax purposes.

The Company incurred acquisition related costs of $0.7 million for the twelve months ended December 31, 2013, which were recorded as general and administrative expenses in the consolidated statements of operations.

Total revenues and net income attributable to the acquisition, since the acquisition date, included in the consolidated statement of operations for the twelve months ended December 31, 2013, are as follows:

	Twelve Months Ended December 31, 2013
Total Revenues	$	3,288
Net Loss	$	(282	)

Pro forma unaudited total revenues and net income/(loss) of the combined entity had the acquisition occurred on January 1, 2012 are presented in the following table. This pro forma information is presented for informational purposes only and is not necessarily indicative of what our actual results of operations would have been had the acquisition occurred at such time.

	Twelve months ended December 31
	20131			20122
Total Revenues	$	136,315		$	138,855
Net Loss	$	(1,825	)	$	(3,815	)

¹ Pro forma net loss for the twelve months ended December 31, 2013 is adjusted to include $0.1 million of amortization expense, and to exclude $0.7 million of acquisition costs.

² Pro forma net loss for the twelve months ended December 31, 2012 is adjusted to include $0.8 million of amortization expense, and to exclude $0.7 million of acquisition costs and $0.2 million of miscellaneous gain.

Cheverny CEO Search, S.A.

On October 10, 2012, the Company completed an acquisition of Cheverny CEO Search, S.A., a Paris, France based search firm focused on executive recruiting. The first payment of $0.5 million was made in cash on the acquisition date, and a non-interest bearing seller note was issued for the remainder. The note was recorded at fair value of $1.0 million. The note is payable in two installments of $0.5 million each on July 12, 2013 and July 12, 2014. A portion of the total purchase price was contingent upon the continued employment of the acquiree. Therefore, the contingent portion of the purchase price is accounted for as compensation for post-combination services, recognized over the requisite service period using the graded-vesting method. Post-combination compensation expense of $0.2 million is included in the results of operations for the year ended December 31, 2012. During the quarter ending March 31, 2013, the Company modified the terms of the Cheverny CEO Search, S.A. acquisition agreement, terminating all employment contingencies. As a result of the amendment, the Company recognized remaining post combination compensation and incurred a non-recurring charge of $0.8 million relating to Cheverny CEO Search, S.A. post-combination compensation in the first quarter of 2013. The charge is included in compensation and benefits expenses in the consolidated statement of operations for the twelve months ended December 31, 2013.

The table below summarizes fair value of the consideration paid and assets acquired at the acquisition date. The acquisition is not considered material to the Company, and, therefore, pro-forma information has not been presented.

28

CTPARTNERS EXECUTIVE SEARCH INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All tables in thousands, except share and per share amounts)

Consideration:
Cash	$	517
Seller note payable	1,035
Deferred post-combination compensation	(1,035		)
	$	517
Recognized amounts of identifiable assets acquired:
Trademarks	$	373
Intangible assets	403
Total identifiable net assets acquired	776
Gain on bargain purchase of a business	(258		)
	$	518

The fair value of the identifiable intangible assets was measured based upon significant inputs that were not observable in the market, and therefore are classified as Level 3. Key assumptions included in determination of fair value are (a) management’s projections of future cash flows based upon past experience and future expectations and (b) a weighted-average discount rate of 16%.

The fair value assigned to identifiable intangible assets and their useful lives at the acquisition date is as follows:

	Amount		Useful Life
Customer relationships	$	403	10 years
Trademarks	373		Indefinite
	$	776

Latin America

Effective January 2, 2012, the Company completed its acquisition of stock of the direct and indirect subsidiaries of CTPartners Latin America Inc., its independently-owned licensee that had been operating under the name of CTPartners in Latin America for the past five years. The Company’s Latin America offices are in Brazil, Chile, Colombia, Mexico, Panama, Peru, and Venezuela. The Company believes the acquisition further strengthens its brand in Latin America by making the Company a more attractive platform for our local, regional and global clients looking to invest in the region, and for attracting and retaining talented employees. The results of the Company’s Latin America offices have been included in the consolidated financial statements since that date.

The assets acquired were recorded at fair value. The aggregate purchase price in the agreement was $10.2 million which was paid in cash and the issuance of a non-interest bearing seller note for $5.3 million. The note has been discounted by the Company in the amount of $0.3 million to reflect fair value of the note. This amount is due in equal installments of $2.6 million each on January 2, 2013 and January 2, 2014 respectively. A portion of the total purchase price was contingent upon the continued employment of certain key employees. The purchase agreement provided that the selling shareholders were required to repay to the company up to the aggregate amount of $7.2 million if their employment terminated prior to the 36-month anniversary of the closing of the transaction. Therefore, the contingent portion of the purchase price was accounted for as compensation for post-combination services, and recognized over three years using the graded-vesting method. After accounting for a portion of the purchase price as post-combination compensation, the fair value of the consideration allocation to the assets and liabilities acquired was $3.0 million. Post-combination compensation expense of $6.1 million was included in the results of operations for the year ended December 31, 2012.

During the quarter ending March 31, 2013, the Company modified the terms of the Latin America acquisition agreement, terminating all employment contingencies. As a result of the amendment, the Company recognized the remaining post-combination compensation expense, and incurred a non-recurring charge of $1.1 million relating to Latin America post-combination compensation in the first quarter of 2013. The charge is included in compensation and benefits expenses in the consolidated statement of operations for the twelve months ended December 31, 2013.

29

CTPARTNERS EXECUTIVE SEARCH INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All tables in thousands, except share and per share amounts)

The following table summarizes fair value of the consideration paid and assets acquired at the acquisition date:

Consideration:
Cash	$	5,250
Seller note payable	4,987
Post combination compensation	(7,190		)
	$	3,047
Recognized amounts of identifiable assets acquired:
Leasehold improvements and equipment	$	132
Intangible assets	2,700
Total identifiable net assets acquired	2,832
Goodwill	215
	$	3,047

Goodwill of $0.2 million arising from the acquisition consists mainly of the synergies of an ongoing, retained executive search business which operates as a cooperative group in seven Latin American countries, a consistent brand message, and an experienced, assembled workforce. The goodwill relating to the Company’s Latin America reporting unit is fully deductible for United States federal income tax purposes.

The fair value of the identifiable intangible assets was measured based upon significant inputs that were not observable in the market, and therefore are classified as Level 3. The fair value was provided by an independent valuation firm; key assumptions included (a) management’s projections of future cash flows based upon past experience and future expectations and (b) a weighted-average discount rate of 18.9%.

The fair value assigned to identifiable intangible assets and their useful lives at the acquisition date is as follows:

	Amount		Useful Life
Customer relationships	$	2,480	10 years
Developed technology	220		10 years
	$	2,700

The weighted-average useful life of total amortizable intangible assets acquired is 10 years.

The total revenues and net loss attributable to the acquisition, since the acquisition date, included in the consolidated statements of operations for the twelve months ended December 31, 2012, are as follows:

	Year Ended December 31, 2012
Total Revenues	$	13,398
Net Loss	$	(2,164	)

The amounts of revenue and net income related to the acquisition that are included in the consolidated statements of operations and the pro forma financial information as if the acquisition had occurred on January 1, 2011, are presented in the following table. This pro forma information is presented for informational purposes only and is not necessarily indicative of what our actual results of operations would have been had the acquisitions occurred at such time.

Pro forma unaudited total revenues and net loss of the combined entity had the acquisition date been January 1, 2011, are as follows:

	Year Ended December 31, 2012
Total Revenues	$	132,915
Net Loss	$	(82	)

30

CTPARTNERS EXECUTIVE SEARCH INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All tables in thousands, except share and per share amounts)

Pro forma net loss for the year ended December 31, 2012 excludes acquisition costs of $0.1 million, net of tax, post-combination compensation cost amortization of $4.0 million, net of tax, and includes post-combination compensation amortization of $0.6 million, net of tax.

Note 3. Accounts Receivable

The Company extends credit to customers under normal trade agreements. An allowance for doubtful accounts is established based upon several factors, including the age of the Company’s accounts receivable, historic loss experience, specific account analysis, as well as expectations of future collections based upon trends, financial viability of the client, and historic collection experience. The Company also provides a reserve for billing adjustments based upon historical experience. The allowance for doubtful accounts and billing adjustments amounted to $1.5 million and $1.4 million at December 31, 2013, and December 31, 2012, respectively.

Note 4. Leasehold Improvements and Equipment

The components of the leasehold improvements and equipment at December 31 are as follows:

	2013			2012
Leasehold improvements	$	3,222		$	3,301
Office furniture, fixtures and equipment	3,050			2,734
Computer equipment and software	6,066			4,397
	12,338			10,432
Accumulated depreciation and amortization	(8,189		)	(6,959		)
	$	4,149		$	3,473

Depreciation and amortization expense relating to leasehold improvements and equipment for the year ended December 31, 2013 was $1.4 million, and for the year ended December 31, 2012 was $1.3 million.

31

CTPARTNERS EXECUTIVE SEARCH INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All tables in thousands, except share and per share amounts)

Note 5. Goodwill and Intangible Assets

Goodwill

Changes in the carrying value of goodwill for the years ended December 31, 2013 and 2012 are as follows:

Balance as of December 31, 2011	$	—
Additions	215
Exchange rate fluctuation	—
Balance as of December 31, 2012	215
Additions	5,289
Exchange rate fluctuation	307
Balance as of December 31, 2013	$	5,811

Intangible Assets

The following is a summary of amortizable intangible assets at December 31, 2013:

	Amortizable Lives	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortized Intangible assets
Trade names	10 years	$	275	$	144	$	131
Developed technology	1 year	1,095		101		994
Customer relationships	10 years	3,040		553		2,487
Non-competition agreements	3 years	84		18		66
		$	4,494	$	816	$	3,678
Unamortized Intangible Assets
Trademarks						68
Total Intangible Assets						$	3,746

The following is a summary of amortizable intangible assets at December 31, 2012:

	Amortizable Lives	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortized Intangible assets
Customer relationships	10 years	2,883		259		2,624
Developed technology	10 years	220		22		198
		$	3,103	$	281	$	2,822
Unamortized Intangible Assets
Trademarks						373
Total Intangible Assets						$	3,195

Due to changes in economic outlook for the acquired business of Cheverny CEO Search, the Company performed an impairment evaluation of its acquired intangible assets. The analysis utilized discounted cash flow methodology, and resulted in an impairment charge of $0.6 million to its intangible assets in EMEA reporting unit. Key assumptions used in the determination of fair value include management forecasts and a discount rate of 21%, which are Level 3 inputs.

Total amortization expense of intangible assets for the years ended December 31, 2013 and 2012 was $0.6 million and $0.3 million, respectively. Estimated aggregate future amortization expense for the following five years and thereafter is as follows:

32

CTPARTNERS EXECUTIVE SEARCH INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All tables in thousands, except share and per share amounts)

Years ending December 31,	Estimated Aggregate Future Amortization Expense
2014	$	516
2015	443
2016	425
2017	415
2018	415
Thereafter	1,464
	$	3,678

Note 6. Long-Term Debt

Line of Credit: The Company is a party to a credit and security agreement (the “Second Amended and Restated Credit and Security Agreement” or “Credit Agreement”) with a bank which includes a revolving credit facility. The Agreement, as amended, provides for the revolving credit facility to expire on April 30, 2015. Under the terms of the revolving credit facility, the Company may borrow an amount equal to the lesser of $14 million or the “Borrowing Base” (the Company’s eligible accounts receivable as defined in the Credit Agreement), with interest calculated at 325 basis points above the LIBOR rate as defined in the revolving credit agreement (the adjusted LIBOR rate), which was 3.4140% at December 31, 2013. The Company had no borrowings on the revolving credit facility at December 31, 2013 and 2012. Additionally, the Company has issued letters of credit related to office lease agreements secured by the Credit Agreement in the amounts of $3.3 million as of December 31, 2013 and 2012. Available borrowings under the revolving credit facility were $14.0 million at December 31, 2013, and $10.0 million at December 31, 2012.

Notes Payable

Long-term debt consists of the following at December 31:

	Year Ended December 31
	2013		2012
Notes payable - redemption of members’ units	$	310	$	470
Notes payable - seller financed acquisitions	5,637		6,204
Note payable - other	110		—
	6,057		6,674
Less current portion of long-term debt	4,762		3,186
	$	1,295	$	3,488

The schedule for future payments to be made on long-term debt as of December 31, 2013, is as follows:

2014	$	4,762
2015	1,191
2016	104
	$	6,057

Notes Payable — Redemption of Members’ Units: Prior to the conversion from a limited liability company to a corporation, the Company periodically purchased member units from former members, with payment in the form of notes, payable over 5 years. The total due on these notes amounted to $0.3 million and $0.5 million at December 31, 2013, and 2012, respectively. The interest on the notes ranges from 2.66% to 5.00%. The carrying value of notes payable approximates its fair value.

Notes Payable — Seller Financed Acquisitions: During the year ended December 2013, the Company completed two acquisitions, as further described in Note 2. Purchase price was, in part, financed through seller notes. In conjunction with the acquisition of Augmentum, the Company recorded a note payable to the seller in connection with the contingent purchase price. The note was recorded at fair value at acquisition, and is re-measured every reporting period, as further described in Note 2 to the consolidated financial statements. As of December 31, 2013, $2.4 million is outstanding, payable in two equal installments on August 31, 2014 and August 31, 2015.

The Company recorded a note payable associated with Taylor Consultancy in the amount of $0.1 million. The note is recorded at fair value of contingent consideration.

33

CTPARTNERS EXECUTIVE SEARCH INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All tables in thousands, except share and per share amounts)

During the year ended December 2012, the Company completed two acquisitions. The note payable associated with the Latin America acquisition is a non-interest bearing note with a face value of $5.3 million. As of December 31, 2013, $2.6 million was outstanding.

The seller financed note payable associated with the Cheverny CEO Search, S.A. is a non-interest bearing note with a face value of $1.1 million. As of December 31, 2013, $0.5 million was outstanding. The final installment is payable on July 12, 2014.

Fair value of seller financed notes payable is estimated by discounting the associated cash flows using the interest rate available to the Company. The fair value of notes payable is classified as Level 3 in the fair value hierarchy. There have been no changes in interest rates available to the Company since the acquisitions completed during the reported period, therefore the carrying value of the notes approximates fair value at December 31, 2013.

Note 7. Commitments

The Company is obligated under lease arrangements for office space expiring in various years through 2019. Future annual required payments as of December 31, 2013, are as follows:

	Office Space
2014	$	8,408
2015	7,654
2016	6,108
2017	4,750
2018	2,251
Thereafter	6,749
	$	35,920

Rent expense is included in the general and administrative expenses in the accompanying consolidated statements of operations and is summarized as follows:

	Year ended December 31, 2013		Year ended December 31, 2012
Rent expense	$	8,277	$	9,899

Note 8. Share-Based Compensation

Restricted Shares - The purpose of the 2010 equity incentive plan is to promote the interests of the Company and our stockholders by (i) attracting, retaining and motivating employees, non-employee directors and independent contractors (including prospective employees), (ii) motivating such individuals to achieve long-term Company goals and to further align their interest with those of the Company’s stockholders by providing incentive compensation opportunities tied to the performance of the common stock of the Company and (iii) promoting increased ownership of our common stock by such individuals. Subject to adjustment for changes in capitalization, the maximum aggregate number of shares of our common stock that may be delivered pursuant to awards granted under the 2010 equity incentive plan is $1.0 million.

A summary of the Company’s common stock subject to vesting provisions as of December 31, 2013, is presented below:

	Common		Weighted- Average Grant-Date
Non-Vested Common Stock	Stock		Fair Value
Non-vested common stock at December 31, 2012	94,188		$	11.52
Granted	235,621		$	3.09
Vested	(100,086	)	$	9.18
Forfeited	(2,564	)	$	13.00
Non-vested common stock at December 31, 2013	227,159		$	5.11

34

CTPARTNERS EXECUTIVE SEARCH INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All tables in thousands, except share and per share amounts)

Total share-based compensation expense related to vested shares was $0.6 million for the year ending December 31, 2013, and $0.6 million for the year ending December 31, 2012.

As of December 31, 2013, there was $0.9 million of unrecognized compensation expense related to shares subject to vesting provisions granted under the plan. This expense is expected to be recognized over a weighted-average period of 3.07 years.

In the first quarter of 2013, the Company granted an award subject to recapture provisions. Recapture provisions allow the Company to recapture a portion of stock if certain service conditions are not met. A summary of the Company's common stock subject to recapture provisions as of December 31, 2013 is presented below:

	Common	Weighted- Average Grant-Date
Common Stock Subject to Recapture	Stock	Fair Value
Non-vested common stock at December 31, 2012	—	$	—
Granted	7,019	$	4.70
Expiration of recapture provision	—	$	—
Forfeited	—	$	—
Common stock subject to recapture at December 31, 2013	7,019	$	4.70

Total share-based compensation expense related to common stock subject to recapture was $11,000 for the year ending December 31, 2013 and $0 for the year ending December 31, 2012. As of December 31, 2013, unrecognized compensation expense related to shares subject to recapture provisions granted under the plan was de minimis.

Non-qualified Stock Options — In April 2013 and December 2011, the Company authorized and granted 94,100 and 102,500 stock options to various employees under its 2010 Equity Incentive Plan. All options have an exercise price that is equal to the fair value of the Company’s common stock on the grant date. Options are subject to ratable vesting over a three year period, and compensation expense is recognized on a straight-line basis over the vesting period.

A summary of the Company’s non-qualified stock option activity for the year ended December 31, 2013, is presented below:

	Number of Non- qualified Stock Options		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding on December 31, 2012	102,500		$	5.35	7.9	$	26
Granted	94,100		3.25		9.3	221
Exercised	—		—		—	—
Expired	—		—		—	—
Forfeited	(1,000	)	—		—	—
Outstanding on December 31, 2013	195,600		4.34		8.6	$	247
Exercisable on December 31, 2013	67,667		$	5.35	—	$	—

The aggregate intrinsic value is based upon the Company’s closing stock price of $5.60 at December 31, 2013. The compensation expense related to the options was $0.1 million for the year ended December 31, 2013 and 2012. As of December 31, 2013, there was $0.2 million of unrecognized compensation expense related to unvested non-qualified stock options, which is expected to be recognized over a weighted average of 1.7 years.

	Year Ended December 31, 2013
Weighted average grant date fair value of stock options granted	$	3.25
Total grant date fair value of stock options vested	—
Total intrinsic value of stock options exercised	—

The fair value of each option grant is estimated on the date of grant using the Black-Scholes valuation model with the following assumptions.

35

CTPARTNERS EXECUTIVE SEARCH INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All tables in thousands, except share and per share amounts)

	Year Ended December 31,  2013
Expected life (in years)	6.00
Risk-free interest rate	0.93	%
Expected volatility	47.25	%
Expected dividend yield	—

The expected term of the option life is based on a simplified method calculated as the sum of the vesting term and original contract term divided by two. The risk-free interest rate is based on the implied yield currently available on U.S. Treasury zero coupon issues with a remaining term equal to the expected option life. The expected volatility is based on the average volatility for similar publicly traded companies corresponding to the expected life of the option because the historical volatility of the Company’s common stock does not cover the period equal to the expected life of the options.

Employee Stock Purchase Program - The stock discount purchase program allows selected employees to purchase up to $0.1 million of the Company's stock in lieu of cash bonuses, at a 15% discount to the NYSE MKT trading price of those shares. Shares are subject to ratable vesting over a three-year period, and compensation expense relating to the discount is recognized on a straight-line basis over the vesting period. A summary of the Company's employee stock purchase program as of December 31, 2013 is presented below:

	Common		Weighted- Average Grant-Date
Employee Stock Purchase Program	Stock		Fair Value
Non-vested common stock at December 31, 2012	73,406		$	5.11
Granted	79,490		$	3.46
Vested	(24,467	)	$	5.11
Forfeited	—		$	—
Non-vested common stock at December 31, 2013	128,429		$	4.09

Compensation expense relating to the stock purchase discount program was $31,000 for the year ended December 31, 2013 and $13,000 for the year ended December 31, 2012. As of December 31, 2013, there was $70,000 of unrecognized compensation expense related to shares subject to vesting provisions granted under the stock purchase discount program. This expense is expected to be recognized over a weighted-average period of 1.97 years.

Note 9. Share Repurchase Program

On January 19, 2012, the Company’s Board of Directors authorized a second share repurchase program (“2012 Share Repurchase Program”) to acquire up to $1 million of the Company’s outstanding shares of common stock in open-market, privately negotiated transactions, and block trades. The 2012 Share Repurchase Program extended the previous share repurchase program which was authorized in August 2011 (“2011 Share Repurchase Program”). The Company repurchased a cumulative amount of $1.0 million under the 2011 Share Repurchase Program. As of December 31, 2012, 235,253 shares had been repurchased at a cost of $1.0 million, which is the cumulative amount used to repurchase shares under the 2012 Share Repurchase Program.

36

CTPARTNERS EXECUTIVE SEARCH INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All tables in thousands, except share and per share amounts)

Note 10. Basic and Diluted Earnings Per Share

A reconciliation of the amounts used in the basic and diluted earnings per share computation is shown in the following table.

	Year Ended December 31
	2013			2012
Numerator
Net loss attributable to the Company	(1,632		)	$	(3,584	)
Denominator
Basic weighted-average common shares	7,055,734			7,087,769
Effect of stock options and restricted stock (1)	—			—
Diluted weighted-average common shares	7,055,734			7,087,769
Basic loss per common share	$	(0.23	)	$	(0.51	)
Diluted loss per common share	$	(0.23	)	$	(0.51	)

(1) For the year ended December 31, 2013, 296,732 restricted shares and 133,923 stock options are excluded from the calculation. For the year ended December 31, 2012, 133,337 restricted shares and 102,500 stock options are excluded as they are anti-dilutive to the net loss per common share.

Note 11. Income Taxes

The Company is subject to income taxes in all jurisdictions where it operates. For US tax purposes, the Company has made an election to include the income or loss of its global subsidiaries in the consolidated US tax return. The Company pays US tax on its worldwide income, reduced by income tax credits for foreign income taxes incurred.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Significant components of the Company’s deferred income taxes consist of the following:

	December 31, 2013			December 31, 2012
Deferred tax assets:
Accounts payable and accrued expenses	$	4,147		$	2,476
Accounts receivable (net)	573			437
Foreign tax credits	932			747
Share-based compensation	617			457
Goodwill	2,604			2,896
Foreign currency	806			790
Intangible assets	844			44
Other	—			75
Gross deferred tax assets	10,523			7,922
Deferred tax liabilities:
Post-combination compensation	—			(704		)
Other current assets	(1,388		)	(735		)
Depreciation	(469		)	(530		)
Gross deferred tax liabilities	(1,857		)	(1,969		)
Net deferred tax asset	$	8,666		$	5,953

The deferred tax amounts have been classified in the December 31, 2013 and 2012 consolidated balance sheets as follows:

37

CTPARTNERS EXECUTIVE SEARCH INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All tables in thousands, except share and per share amounts)

	2013		2012
Current assets	$	3,184	$	1,932
Long-term assets	5,482		4,021
	$	8,666	$	5,953

The benefit from income taxes is as follows:

	Year ended December 31, 2013			Year ended December 31, 2012
Current
Federal	$	1,061		$	1,131
State and local	114			136
Deferred
Federal	(2,247		)	(2,887		)
State and local	(43		)	(60		)
Total benefit for income taxes	$	(1,115	)	$	(1,680	)

A reconciliation of the benefit from income taxes for 2013 and 2012 to income taxes at the statutory U.S. federal income tax rate of 34.0% is as follows:

	Year ended December 31, 2013			Year ended December 31, 2012
Income tax benefit at the statutory U.S. federal rate	$	(981	)	$	(1,790	)
State tax provision, net of federal tax benefit	75			118
Tax effect of permanent tax differences	(51		)	(44		)
Other	(158		)	36
	$	(1,115	)	$	(1,680	)

Note 12. Enterprise Geographic Concentrations

The Company operates in four principal geographic regions: North America, EMEA, Asia Pacific and Latin America. The revenue and capital expenditures, by region, for the year ended December 31, 2013, and 2012, are as follows:

	Year ended December 31, 2013		Year ended December 31, 2012
Revenue
North America	$	78,140	$	77,559
EMEA	32,610		28,439
Asia Pacific	6,982		8,986
Latin America	12,546		13,398
Net revenue before reimbursable expenses	130,278		128,382
Reimbursable expenses	4,002		4,534
Total	$	134,280	$	132,916

38

CTPARTNERS EXECUTIVE SEARCH INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All tables in thousands, except share and per share amounts)

Identifiable assets by geographic concentrations are as follows:

	December  31, 2013		December  31, 2012
Identifiable Assets
North America	$	34,006	$	20,344
EMEA	13,979		12,881
Asia Pacific	3,562		5,610
Latin America	6,322		17,417
Global Operations Support	1,316		813
Total	$	59,185	$	57,065
Goodwill and other intangible assets, net:
Latin America	$	2,553	$	2,893
EMEA	7,004		517
Total	$	9,557	$	3,410

Note 13. Reorganization

In the third quarter of 2012, the Company’s management initiated a plan to reorganize its operations resulting in certain organizational changes in its Canadian and EMEA locations. The plan consists of a workforce reorganization, and elimination of redundant or unneeded positions, which will allow the Company to combine business operations in certain geographic locations and serve our clients more efficiently. During 2013, the Company expanded its reorganization efforts globally, eliminating certain functions. The Company recognized $0.8 million and $1.0 million of reorganization related charges for the years ended December 31, 2013 and 2012, respectively, which are included in compensation and benefits expense and general and administrative expenses in the condensed consolidated statements of operations.

The following table summarizes the major components of the reorganization charge: 

	Year Ended December 31, 2013		Year Ended December 31, 2012
Severance and other employee related costs	$	553	$	1,111
Foreign currency translation	86		(147		)
General and administrative costs	$	143	$	—
Total	$	782	$	964

Reorganization charges by geographic location were as follows:

	Year Ended December 31, 2013		Year Ended December 31, 2012
North America	$	471	$	207
EMEA	281		757
Asia Pacific	$	30	$	—
Total	$	782	$	964

Changes in reorganization reserves related to the restructuring plan described above for the years ended December 31, 2013 and 2012, are as follows:

39

CTPARTNERS EXECUTIVE SEARCH INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All tables in thousands, except share and per share amounts)

	Severance and other employee related costs
Balance at December 31, 2011	$	—
Reorganization charges	1,111
Cash payments	(451		)
Non-cash charges	(507		)
Balance at December 31, 2012	$	153
Reorganization charges	$	782
Cash payments	$	(728	)
Non-cash charges	$	(48	)
Balance at December 31, 2013	159

Note 14. Subsequent Events

On March 3, 2014, CTPartners Executive Search Inc (the”Company”) acquired J. Johnson Executive Search, a leading independent executive search and leadership advisory firm based in Sydney, Australia. Under the terms of the contract, the Company paid $2.4 million of initial consideration at closing. The Company expects to pay additional consideration based on the achievement of certain revenue metrics over the next three years. The Company is in process of determining the fair value of the assets acquired and the liabilities assumed. Pro forma information is not available at this time.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its reports filed pursuant to the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

The Company carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act) were effective as of the end of the Company’s 2013 fiscal year.

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Securities Exchange Act Rules 13a-15(f) or 15d-15(f)). The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

The Company’s management assessed the effectiveness of its internal control over financial reporting as of December 31, 2013. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company's internal control over financial reporting was effective as of December 31, 2013 based on those criteria.

This Annual Report on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting

40

firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

None.

ITEM 9B. OTHER INFORMATION.

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The information required by this Item will be included under the captions “Election of Directors,” “The Board of Directors and its Committees,” “Nominees for Directors,” “Code of Business Conduct and Ethics” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the Company’s Proxy Statement with respect to its 2014 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION.

The information required by this Item will be included under the captions “Executive Compensation” and “Director Compensation” in the Company’s Proxy Statement with respect to its 2014 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The information required by this Item will be included under the caption “Beneficial Ownership of Our Common Stock” in the Company’s Proxy Statement with respect to its 2014 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

The information required by this Item will be included under the captions “Certain Relationships and Related Transactions” and “Director Independence” in the Company’s Proxy Statement with respect to its 2014 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

The information required by this Item will be included under the caption “Principal Accountant Fees and Services” in the Company’s Proxy Statement with respect to its 2014 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this report:

1. Consolidated Financial Statement:

Report of Independent Registered Public Accounting Firm.

Consolidated Balance Sheet s at December 31, 2013 and 2012.

Consolidated Statement of Operations for the years ended December 31, 2013 and 2012.

Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2013 and 2012.

Consolidated Statements of Stockholders' Equity (Deficit) for the years ended December 31, 2013 and 2012.

Consolidated Statements of Cash Flows for the years ended December 31, 2013 and 2012.

Notes to Consolidated Financial Statements.

2. None.

3. Exhibits: The Exhibits listed on the accompanying Index to Exhibits are filed with this report or are incorporated herein by reference to a prior filing in accordance with Rule 12b-32 under the Securities and Exchange Act of 1934 (asterisk denotes exhibits filed with this report).

41

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 12, 2014.

CTPARTNERS EXECUTIVE SEARCH INC.

/s/ William J. Keneally

By: William J. Keneally

Title: Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant in the capacities indicated on March 12, 2014.

Signature	Title
* /s/ Brian M. Sullivan Brian M. Sullivan	Chairman, Chief Executive Officer
(principal executive officer)
/s/ William J. Keneally William J. Keneally (principal financial officer)	Chief Financial Officer
* /s/ Scott M. Birnbaum Scott M. Birnbaum	Director
* /s/ Michael C. Feiner Michael C. Feiner	Director
* /s/ Thomas R. Testwuide, Sr. Thomas R. Testwuide, Sr.	Director
* /s/ Betsy L. Morgan Betsy L. Morgan	Director

* William J. Keneally, by signing his name hereto, does hereby sign this Form 10-K on behalf of each of the above named and designated directors of the Company pursuant to a Power of Attorney executed by such persons and filed with the Securities and Exchange Commission.

/s/ William J. Keneally

William J. Keneally

Attorney-in-Fact

42

Exhibit No.	Description of Document
2.1	Form of Plan of Conversion of CTPartners Executive Search LLC into CTPartners Executive Search Inc. (incorporated herein by reference to Exhibit 2.1 to Amendment No. 5 to CTPartners Executive Search LLC’s Registration Statement on Form S-1 filed with the Commission on December 2, 2010 (Registration No. 333-169224))
3.1	Form of Certificate of Incorporation of CTPartners Executive Search Inc. (incorporated herein by reference to Exhibit 3.1 to Amendment No. 2 to CTPartners Executive Search LLC’s Registration Statement on Form S-1 filed with the Commission on October 14, 2010 (Registration No. 333-169224))
3.2	Form of Bylaws of CTPartners Executive Search Inc. (incorporated herein by reference to Exhibit 3.2 to CTPartners Executive Search Inc’s Quarterly Report on Form 10-Q filed with the Commission on November 7, 2013)
4.1	Form of CTPartners Executive Search Inc.’s Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to Amendment No. 4 to CTPartners Executive Search LLC’s Registration Statement on Form S-1 filed with the Commission on November 24, 2010 (Registration No. 333-169224))
10.1	Form of Indemnification Agreement, by and between CTPartners Executive Search Inc. and each of its Directors and Executive Officers (incorporated herein by reference to Exhibit 10.1 to Amendment No. 2 to CTPartners Executive Search LLC’s Registration Statement on Form S-1 filed with the Commission on October 14, 2010 (Registration No. 333-169224))
*10.2	Employment Agreement with Brian M. Sullivan dated December 2, 2013
*10.3	Employment Agreement with David C. Nocifora dated December 2, 2013
10.4	Employment Agreement with William J. Keneally dated April 17, 2013 (incorporated herein by reference to Exhibit 10.1 to CTPartners Executive Seach Inc's Current REport on Form 8-K filed with the Commission on April 22, 2013)
10.5	Form of 2010 Equity Incentive Plan of CTPartners Executive Search Inc. to be in effect upon effectiveness of conversion (incorporated herein by reference to Exhibit 10.4 to Amendment No. 3 to CTPartners Executive Search LLC’s Registration Statement on Form S-1 filed with the Commission on November 17, 2010 (Registration No. 333-169224))
10.6	Amended and Restated Credit and Security Agreement by and between JPMorgan Chase Bank, NA and Christian & Timbers LLC dated October 17, 2006 (incorporated herein by reference to Exhibit 10.5 to Amendment No. 4 to CTPartners Executive Search LLC’s Registration Statement on Form S-1 filed with the Commission on November 24, 2010 (Registration No. 333-169224))
10.7	Revised Letter Agreement (Affiliation and License Agreement) between CTPartners Executive Search LLC and HS Andean Holding Corporation dated April 26, 2007 (incorporated herein by reference to Exhibit 10.6 to CTPartners Executive Search LLC’s Registration Statement on Form S-1 filed with the Commission on September 3, 2010 (Registration No. 333-169224))

43

Exhibit No.	Description of Document
10.7	Form of Convertible Promissory Note of CTPartners Executive Search LLC (incorporated herein by reference to Exhibit 10.7 to Amendment No. 2 to CTPartners Executive Search LLC’s Registration Statement on Form S-1 filed with the Commission on October 14, 2010 (Registration No. 333-169224))
10.8	Form of Note Prepayment and Conversion Agreement (incorporated herein by reference to Exhibit 10.8 to Amendment No. 2 to CTPartners Executive Search LLC’s Registration Statement on Form S-1 filed with the Commission on October 14, 2010 (Registration No. 333-169224))
*21	List of Subsidiaries
*23.1	Consent of Independent Registered Public Accounting Firm, McGladrey, LLP
*24	Power of Attorney
*31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) / 15d-14(a)
*31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) / 15d-14(a)
*32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350
*32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350
**101	The following financial information from CTPartners Executive Search Inc. Quarterly Report on Form 10-K for the annual period ended December 31, 2013 formatted in Extensible Business Reporting Language (XBRL) and furnished electronically herewith: (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Comprehensive Income/(Loss); (iv) Consolidated Statements of Stockholders' Equity; (v) Consolidated Statements of Cash Flows; and (iv) related Footnotes to the Consolidated Financial Statements.

* Filed herewith

** Pursuant to Rule 406T of Regulations S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

44

EX-21

Exhibit 21

List of Subsidiaries of CTPartners Executive Search Inc.

1. CTPartners UK Limited (London, U.K.)

2. CTPartners SAS (Paris, France)

3. CTPartners HK Limited (Hong Kong)

4. CTPartners Pte. Ltd. (Singapore)

5. CTPartners Commercial Consulting (Shanghai) Co., Ltd. (Shanghai, China)

6. CTPartners (Ontario) ULC (Toronto, Canada)

7. CTPartners Middle East FZ-LLC (Dubai, U.A.E.)

8. CTPartners Participações Ltda.

9. CTPartners Serviços em Recursos Humanos Ltda.

10. CTPartners Chile Ltda.

11. CTPartners de Colombia Ltda.

12. Servicios CTPartners Consultores de México, S. de R.L. de C.V.

13. CTPartners Consultores de México, S. de R.L. de C.V.

14. CTPartners Latin America S. de R. L

15. CTP S. de R. L

16. CTPartners de Panama S de R.L

17. CTPartners de Perú S.R.L.

18. CTPartners Corporacion SRL

19. CTPartners Executive Search LLC, Wilmington Geneva Branch

20. CTPartners Rus LLC

21. CTPartners GmbH

22. Taylor Consultancy Latam, S. de R.L.

23. Augmentum Consulting Limited

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement (No. 333-171698) on Form S-8 of CTPartners Executive Search Inc. and Subsidiaries of our report dated March 12, 2014, relating to our audit of the consolidated financial statements, which appears in this Annual Report on Form 10-K of CTPartners Executive Search Inc. and Subsidiaries for the year ended December 31, 2013.

/s/ McGladrey LLP

Cleveland, Ohio

March 12, 2014

EX-24

Exhibit 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director or officer of CTPartners Executive Search Inc., a Delaware corporation (the “Company”), hereby constitutes and appoints Brian M. Sullivan and William J. Keneally and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities, to sign one or more Annual Reports for the Company's fiscal year ended December 31, 2013 on Form 10-K under the Securities Exchange Act of 1934, as amended, or such other form as any such attorney-in-fact may deem necessary or desirable, any amendments thereto, and all additional amendments thereto, each in such form as they or any one of them may approve, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done so that such Annual Report shall comply with the Securities Exchange Act of 1934, as amended, and the applicable Rules and Regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her hand this 12th day of March, 2014.

/s/ William J. Keneally	/s/ Brian M. Sullivan
William J. Keneally Chief Financial Officer (Principal Financial Officer)	Brian M. Sullivan Chairman of the Board (Principal Executive Officer and Director)
/s/ Scott M. Birnbaum	/s/ Michael C. Feiner
Scott M. Birnbaum Director	Michael C. Feiner Director
/s/ Betsy L. Morgan	/s/ Thomas R. Testwuide, Sr.
Betsy L. Morgan Director	Thomas R. Testwuide, Sr. Director

EX-31.1

Exhibit 31.1

CERTIFICATION

OF THE CHIEF EXECUTIVE OFFICER

RULE 13A-14(A) / 15D-14(A)

I, Brian M. Sullivan, certify that:

1. I have reviewed this Annual Report on Form 10-K of CTPartners Executive Search Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation;

d. disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ Brian M. Sullivan

Brian M. Sullivan

Date: March 12, 2014    Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

OF THE CHIEF FINANCIAL OFFICER

RULE 13A-14(A) / 15D-14(A)

I, William J. Keneally, certify that:

1. I have reviewed this Annual Report on Form 10-K of CTPartners Executive Search Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation;

d. disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/s/ William J. Keneally

William J. Keneally

Date: March 12, 2014    Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Annual Report of CTPartners Executive Search Inc. (“Company”) on Form 10-K for the year ended December 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (“Report”), the undersigned officer of the Company, certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Brian M. Sullivan

Brian M. Sullivan

Dated: March 12, 2014    Chief Executive Officer

(Principal Executive Officer)

This certification accompanies this Report on Form 10-K pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by CTPartners Executive Search Inc. for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that CTPartners Executive Search Inc. specifically incorporates it by reference.

A signed original of this written statement required by Section 906 has been provided to CTPartners Executive Search Inc. and will be retained by CTPartners Executive Search Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Annual Report of CTPartners Executive Search Inc. (“Company”) on Form 10-K for the year ended December 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (“Report”), the undersigned officer of the Company, certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ William J. Keneally

William J. Keneally

Dated: March 12, 2014    Chief Financial Officer

This certification accompanies this Report on Form 10-K pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by CTPartners Executive Search Inc. for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that CTPartners Executive Search Inc. specifically incorporates it by reference.

A signed original of this written statement required by Section 906 has been provided to CTPartners Executive Search Inc. and will be retained by CTPartners Executive Search Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-10.2

Exhibit 10.2

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into on this second day of December, 2013, by and between Brian M. Sullivan (“Executive”) and CTPARTNERS EXECUTIVE SEARCH INC, a Delaware corporation (the “Company”).

W I T N E S S E T H:

WHEREAS, the Company is engaged in the business of providing retained executive search and related services to clients on a global basis (the “Business”);

WHEREAS, for purposes of this Agreement (except where the context contemplates otherwise), the term “the Company” shall include CTPartners Executive Search Inc., its subsidiaries and assignees, and any predecessors and successors in interest of the Company;

WHEREAS, the Company previously entered into an Employment Agreement effective as of December 2, 2010, which terminated in accordance with its terms on December 2, 2013 (the “Prior Agreement”);

WHEREAS, Executive shall attain valuable knowledge and experience pertaining to the Business, trade secrets, customers, markets, sources of supply, manner of doing business and other confidential and proprietary information; and

WHEREAS, the Company currently employs Executive and desires to continue to employ Executive from and after the Effective Date, and Executive desires to continue to be so employed by the Company upon the terms and conditions set forth herein, including, without limitation, the prohibitions upon Executive from the disclosure of confidential information and interference with the Company’s business operations as provided herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Company and Executive agree as follows:

1.RECITALS. The recitals contained in the “WHEREAS” clauses are incorporated herein and made a part of this Agreement as though fully rewritten herein.

2.TITLE, DUTIES AND TERM. The Company hereby employs Executive as Chief Executive Officer of the Company, with such authority, duties and responsibilities as are customarily associated with, or assigned to, the highest-ranking executive officer of a publicly-held corporation, and such additional duties as may be assigned to Executive from time to time by the Company’s Board of Directors (the “Board”)) which are consistent with the position of Chief Executive Officer of a publicly-held corporation. In addition, Executive shall continue as a member of the Board immediately upon the Effective Time, and for so long as Executive shall serve as the highest-ranking executive officer of the Company, he shall be nominated by the Corporate Governance and Nominating Committee (or its successor) for re-election as a director at such time as nominees are being proposed for election at the annual meeting of shareholders of the Company, as long as such nomination does not impair the proper exercise of the applicable fiduciary duties by such committee or the Board. The employment of Executive under this Agreement shall continue from and after December 3, 2013 (the “Effective Date”) and until the earlier of (a) June 30, 2015 (the “Term”), and (b) the date such employment is terminated pursuant to Section 7, provided that the Company may elect to renew the Term of this Agreement for an additional one-year period by giving written notice thereof to Executive at least ninety (90) days prior to the

expiration of the Term. If the Company does not elect to renew the Term for such additional one-year period, then Executive’s employment shall terminate at the close of business on the last business day of the Term, and such termination of employment shall be treated as a Termination Other than for Cause (as defined herein). Regardless of the reason for termination of Executive’s employment hereunder, Executive, without taking any further action, shall be deemed to have resigned from the Board upon such termination. During the course of his employment, Executive shall at all times, faithfully, industriously and to the best of his abilities, perform his duties hereunder. Except with the consent of the Board (which consent shall not be unreasonably withheld), Executive shall devote his full business time and efforts to the affairs of the Company, but nothing contained herein shall be construed to prevent Executive from (i) investing Executive’s assets or (ii) engaging in other activities for charitable or other non-profit institutions, provided that such activities do not materially interfere with the performance of Executive’s duties hereunder. Furthermore, service by Executive on the boards of directors of up to two (2) non-competing companies shall not be deemed to be a violation of this Agreement provided such service does not materially interfere with the performance of Executive’s duties hereunder. The parties acknowledge that the Executive is, and intends to continue to be, domiciled in the State of Florida. The parties further acknowledge that the nature of the Executive’s activities will require extensive travel. In light of the foregoing, the parties agree that the Executive shall not be required to be physically present in any particular office of the Company on any regular basis or for any particular number of days during a calendar year. The Executive agrees, however, that the foregoing shall not diminish the Executive’s duties and responsibilities to the Company as provided herein.

3.SALARY, BONUS AND EQUITY INCENTIVE AWARDS. As consideration for the services of Executive hereunder, the Company shall pay Executive an annual base salary equal to Seven Hundred and Fifty Thousand ($750,000) (the “Base Salary”) payable in equal semi-monthly installments, or in such other periodic method to which both parties agree, less applicable payroll taxes, withholdings and deductions. The Compensation Committee of the Board (the “Compensation Committee”) shall perform an annual review of Executive’s compensation based on Executive’s performance of his duties and the Company’s other compensation policies. The term “Base Salary” as used herein shall include any changes to the Base Salary from time to time. Executive shall be eligible for an annual bonus in an amount determined by the Compensation Committee based on Executive’s performance of his duties and the Company’s other compensation policies with a target annual bonus opportunity for each year which is between 75% and 150% of the Executive’s Base Salary for such year (the “Annual Bonus”). The actual Annual Bonus paid will be based on the Company’s and Executive’s performance. Such Annual Bonus shall be paid at such time as annual bonuses are paid to executive officers of the Company as determined by the Compensation Committee. Executive must be employed by the Company at the time of payment, except if Executive’s employment is terminated by death, Disability, by the Company Other than for Cause or by the Executive for Good Reason after December 31 of a given year (the “Bonus Year”) and before the full payment to Executive of the Annual Bonus amount to which he is entitled for the Bonus Year, in which case, Executive or his estate will be paid any remaining amount of the Annual Bonus for the Bonus Year on or before the latter of (i) the date similar Annual Bonus amounts are paid to other executive officers of the Company, and (ii) 30 days after the date Executive’s employment is terminated. Executive shall be eligible to receive, from time to time, one or more equity awards under the Company’s 2010 Equity Incentive Plan (or other equity incentive plan then in existence) (an “Equity Award”) it being agreed to and understood that any such Equity Award shall be at the discretion of the Board or the Compensation Committee based on Executive’s performance of his duties and the Company’s other compensation policies. Such Equity Awards shall be subject to the terms of the applicable equity incentive plan of the Company and granting agreement.

4.BENEFITS. During the term of his employment and as otherwise provided herein, Executive shall be entitled to participate in any employee benefit plans, that may exist from time to time, which are generally maintained or established by the Company on the same terms and conditions as

generally apply to its executive employees, including, without limitation, health care benefits, insurance, retirement plan benefits, and disability benefits.

5.ABSENCE AND LEAVE. During the Term, Executive shall be entitled to the same paid absence (whether for vacation, sick leave or personal time) and continuous service leave benefits on the same terms and conditions, as generally apply to executive employees of the Company.

6.EXPENSES. The Company shall reimburse Executive, in accordance with the Company’s policies, for reasonable expenses incurred by him on behalf of the Company in the performance of his duties as specified herein. Such reimbursement shall be made upon presentation of itemized expense statements and such other supporting documentation as the Company may reasonably require.

7.TERMINATION. The Executive’s employment hereunder may be terminated as follows:

1.Termination for Death. The Executive’s employment hereunder shall terminate automatically upon Executive’s death. In the event of termination of the Executive’s employment pursuant to this Section 7.1, the Company shall promptly (but in no event later than sixty (60) days following the date of termination) pay the Executive’s heirs or legal representative, as applicable, any Base Salary and Annual Bonus, accrued and unpaid, through the date of death, less applicable payroll taxes, withholdings and deductions, together with any unpaid expense reimbursements owed Executive under Section 6 hereof. If the Executive’s death occurs after the Bonus Year to which an Annual Bonus relates, the Executive’s heirs or legal representatives shall be entitled to payment of that Annual Bonus in accordance with Section 3. For any partial performance year, the Company shall pay Executive’s heirs or legal representative an amount equal to the Target Bonus during the year of death multiplied by a fraction, the numerator of which is the number of completed days (including the date of death) during the year of death and the denominator of which is 365. Executive’s heirs or legal representative, as applicable, shall also be entitled to any fringe benefits which have vested on Executive’s behalf prior to his death. Except as provided in Sections 4, 6, 7.1, 7.6 and 8, which the parties agree survive the termination of the Executive’s employment pursuant to this Section 7.1, upon termination of the Executive’s employment pursuant to this Section 7.1, the parties (and, in the case of the Executive, his heirs or legal representatives, as applicable) shall have no further rights or obligations under this Agreement.

2.Termination for Disability.

(a)The Company and Executive acknowledge and agree that essential functions of Executive’s position are unique and critical to the Company and that a disability condition which causes Executive to be unable to perform the essential functions of his position even with reasonable accommodations for a period in excess of (i) ninety (90) consecutive days or (ii) for shorter periods aggregating one hundred eighty (180) days in any three hundred sixty five (365) consecutive day period, shall constitute an undue hardship on the Company. If the Company determines in good faith upon medical certification, and after consultation with Executive (and, if requested by Executive, with Executive’s physician(s)), that Executive is disabled and unable to perform the essential functions of his position even with reasonable accommodations for such period, the Company may give Executive written notice of its intention to terminate Executive’s employment hereunder. Executive shall have the right to dispute the Company’s determination as set forth in Section 12. Subject to the foregoing, if the Executive’s employment is terminated by the Company pursuant to this Section 7.2, the Company shall promptly (but in no event later than sixty (60) days following the date of termination) pay the Executive any Base Salary and Annual Bonus, accrued and unpaid, through the date of termination pursuant to this Section 7.2, less applicable payroll taxes, withholdings and deductions, together with any unpaid expense reimbursements owed Executive under Section 6 hereof. If the Executive’s termination by reason of disability occurs after the Bonus Year to which an Annual Bonus relates, the Executive shall be entitled to payment of that Annual Bonus in accordance with

Section 3. For any partial performance year, the Company shall pay the Executive an additional amount equal to the Target Bonus during the year of termination multiplied by a fraction, the numerator of which is the number of completed days (including the date of termination) during the year of termination and the denominator of which is 365. Executive shall also be entitled to any fringe benefits which have vested on Executive’s behalf prior to termination. Except as provided in Sections 4, 6, 7.2, 7.6, 8, 9 and 11, which the parties agree survive the termination of the Executive’s employment pursuant this Section 7.2, upon termination of the Executive’s employment hereunder pursuant to this Section 7.2, the parties shall have no further rights or obligations under this Agreement.

(b)Solely for purposes of the Company making and/or defending a determination of disability as provided for in Section 7.2(a) above and after advance notice to Executive from Company and acknowledgment within seven (7) days by Executive to Company, Executive hereby authorizes any health care provider or health care plan which has provided health care services or payment therefor on behalf of Executive, to disclose Executive’s health information to the Board or officers and/or human resource personnel of the Company upon the request of any one or more of them. As used herein, the term “health information” means any and all health information (including but limited to, diagnoses, reports and test results) that may relate to Executive’s fitness for employment by the Company, or to his status pursuant to this or any other agreement with, or policy of, the Company. The Company agrees to maintain the confidentiality of such information, and to cause its officers and other agents in receipt of such information to maintain the confidentiality of such information, and that such information shall be accessed by, and disclosed to, individual directors, officers, employees and agents of the Company strictly on a need to know basis. Executive understands and agrees to the following:

(i) that he has the right to revoke the authorization contained in this Section 7.2(b) at any time by notifying the Company in writing that such revocation will only be effective after it is received and logged by the Company, and that any use or disclosure made prior to revocation under this Section 7.2(b) will not be affected by the revocation;

(ii) that after Executive’s health information is disclosed, federal law might not protect it, and it may be redisclosed by the recipient;

(iii) that Executive’s continued employment and position with the Company are subject to his consent to this authorization and authorizing release of any additional health care information that the Company requests;

(iv) that the Board is entitled to receive a copy of this Agreement, including this authorization; and

(v) that this authorization will expire upon the termination of Executive’s employment with the Company.

3.Termination by the Company for Cause. Except as a result of the death or disability of Executive, the Company may terminate Executive’s employment hereunder for Cause by written notification citing the specific reasons for termination. For purposes of the Agreement, “Cause” means:

(i) Executive’s breach, non-performance or non-observance of any of the provisions of this Agreement, which breach has a material adverse effect on the Company or the Business and shall continue unremedied for thirty (30) business days after Executive shall have been given written notice by the Board of said breach, non-performance or non-observance;

(ii) Executive’s breach of any of his fiduciary duties to the Company, which breach has a material adverse effect on the Company or the Business and shall continue

unremedied for thirty (30) business days after Executive shall have been given written notice by the Board of said breach; and

(iii) Executive’s conviction of a felony involving theft, embezzlement, fraud or moral turpitude or a felony in connection with his employment with the Company.

In the event of termination of Executive’s employment pursuant to this Section 7.3, the Company shall promptly (but in no event later than sixty (60) days following the date of termination) pay the Executive any Base Salary, calculated on a pro rata basis (based on the ratio of the number of days in the year prior to termination to the total number of days in the year) through the date of termination, less applicable payroll taxes, withholdings and deductions, together with any unpaid expense reimbursements owed Executive under Section 6 hereof. With respect to 7.3(iii), the Company shall have the right to place Executive on paid leave pending the ultimate disposition of the matter. In the event of conviction, the Company shall be entitled to reimbursement from Executive for Base Salary paid to Executive during such paid leave. Executive shall also be entitled to any fringe benefits which have vested on Executive’s behalf prior to termination. Except as provided in Sections 4, 6, 7.3, 7.6, 8, 9, 10 and 11, which the parties agree survive the termination of the Executive’s employment pursuant to this Section 7.3, upon termination of the Executive’s employment pursuant to this Section 7.3, the parties shall have no further rights or obligations under this Agreement.

4.Termination by Executive. Subject to prior termination pursuant to Sections 7.1 or 7.2 above, Executive may terminate his employment hereunder for Good Reason. If Executive’s employment is terminated for Good Reason, Executive shall be entitled to the same payments and benefits provided in Section 7.5, as if his employment were terminated other than for Cause. For purposes of this Agreement, “Good Reason” shall mean:

(i) Any assignment to Executive of any duties inconsistent in any material respect with his duties as Chief Executive Officer of the Company, without Executive’s written consent (which consent will not be unreasonably withheld to the extent that such duties are duties normally performed by the chief executive officer of a public corporation at the same stage of development as the Company), or a material change in his position, authority or responsibilities without Executive’s written consent or any other action by the Company which results in a material diminution of the position, duties, authority, or responsibility of Executive;

(ii) A material reduction in Executive’s Base Salary as in effect on the date of this Agreement or as the same may be increased from time to time, other than as part of an across-the-board reduction applicable to the executive officers of the Company;

(iii) The Company shall breach any material provision of this Agreement, which breach shall continue unremedied for thirty (30) business days after the Company shall have been given written notice of said breach; or

(iv) Failure of the Company to obtain from any successor the assumption of, or the agreement to perform, this Agreement (as contemplated in Section 13 hereof) prior to consummation of a Change of Control (as defined below).

Notwithstanding the foregoing provisions of this Section 7.4, Executive’s termination of employment shall be considered to be on account of Good Reason only if (A) an event or condition occurs which satisfies the foregoing provisions of this Section 7.4, (B) Executive provides the Company with written notice pursuant to Section 15 that he intends to resign for Good Reason and such written notice includes (I) a designation of at least one of Section 7.4(i) through (iv) (the “Designated Section”) and (II) specifically describes the events or conditions Executive is relying upon to satisfy the requirements of the Designated Section(s), (C) as of the thirtieth (30th) day following the Company’s receipt of such notice from Executive, such events or conditions have not been corrected in all material respects, and (D) Executive resigns his employment within sixty (60) days after the date on which Executive first has

actual knowledge of the occurrence of the first event or condition upon which Executive relies upon to satisfy any of the Designated Section(s).

In addition, Executive may terminate his employment hereunder other than for Good Reason. Upon termination of the Executive’s employment hereunder for other than Good Reason, the Company shall promptly (but in no event later than sixty (60) days following the date of termination) pay to the Executive any Base Salary, accrued and unpaid, through the date of termination pursuant to this Section 7.4, less applicable payroll taxes, withholdings and deductions, together with any unpaid expense reimbursements owed Executive under Section 6 hereof. The Executive shall also be entitled to any fringe benefits which have vested on Executive’s behalf prior to such termination. If Executive terminates his employment for other than Good Reason, Executive acknowledges and agrees that upon such voluntary resignation, termination or retirement by Executive, except as provided in Sections 4, 6, 7.3, 7.6, 8, 9, 10 and 11, which the parties agree survive the termination of the Executive’s employment for other than Good Reason, the parties shall have no further rights or obligations under this Agreement.

5.Termination by the Company Other than for Cause or by Executive for Good Reason. The Company may terminate Executive’s employment hereunder other than for Cause. In the event that either (1) the Company exercises its right to terminate Executive’s employment hereunder other than for Cause or (2) the Executive terminates his employment hereunder for Good Reason under Section 7.4, the Company shall pay to Executive, as severance, an amount equal to six (6) months of base salary, payable in equal semi-monthly installments. Executive will not be required to mitigate the amount of compensation payable to Executive hereunder, by seeking to secure other employment or otherwise, and the payments pursuant to this Section 7.5 will not be reduced by reason of Executive securing other employment or for any other reason. In addition to the foregoing, the Company shall promptly (but in no event later than thirty (30) days following the date of termination) pay to Executive any Base Salary due and owing through the date of such termination, less applicable payroll taxes, withholding and deductions, together with any unpaid expense reimbursements owed Executive under Section 6 hereof and any unpaid Annual Bonus amounts under Section 3 for prior years. Executive shall also be entitled to any fringe benefits which have vested on Executive’s behalf prior to termination. Except as provided in Sections 4, 6, 7.5, 7.6, 8, 9, 10 and 11, which the parties agree survive termination of the Executive’s employment hereunder pursuant to this Section 7.5, upon termination of the Executive’s employment pursuant to this Section 7.5, the parties shall have no further rights or obligations under this Agreement.

6.Continued Maintenance of Benefit Plans. Unless Executive’s employment is terminated for Cause, death or by Executive for other than Good Reason, the Company shall maintain in full force and effect, and at no expense to Executive or Executive’s family, for the continued benefit of Executive (and, to the extent applicable under such plans, the Executive’s family) for six (6) months, commencing on the date of such termination, all medical, hospitalization, health and accident insurance benefits, plans or programs in which Executive (and, to the extent applicable under such plans, the Executive’s family) was entitled to participate immediately prior to the date of termination. In the event that Executive’s participation in any such benefits, plan or program is barred or would have adverse tax consequences for the Company, the Plan or the Executive, the Company shall use all commercially reasonable efforts to provide, at no expense to the Executive or his family, Executive (and, to the extent applicable under such plans, the Executive’s family) with benefits substantially similar to those which Executive (and, to the extent applicable under such plans, the Executive’s family) would otherwise have been entitled to receive under such plans or programs. Notwithstanding the foregoing, benefits under this Section 7.6 shall cease during such six (6) month period if Executive secures other employment

and, as a result of such employment, receives comparable benefits. If Executive is not employed after the six (6) month period, and he timely and properly elects continuation health care coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") under the Company’s plan, Executive shall be eligible to continue his coverage, pursuant to COBRA, and shall be responsible for the entire COBRA premium for the remainder of the applicable COBRA continuation period.

7.Change of Control Payment.

(a)If during the period beginning on the date six (6) months prior to a Change in Control (as defined below) and ending on the date two (2) years after the occurrence of a Change of Control, Executive’s employment hereunder is terminated by the Company other than for Cause or by the Executive for Good Reason, the Company will pay to Executive within thirty (30) days of such termination an amount equal to (i) twelve (12) months of Executive’s then-current Base Salary payable in a lump sum (the “Change of Control Payment”) plus (ii) an amount in cash equal to the target amount of Executive’s Annual Bonus for the year of termination multiplied by a fraction, the numerator of which is the number of completed days (including the date of termination) during the year of termination and the denominator of which is 365 ((i) and (ii) collectively, the “Change of Control Payment”). In addition to the foregoing, the Company shall promptly (but in no event later than sixty (60) days following the date of termination) pay to Executive any Base Salary due and owing through the date of such termination, less applicable payroll taxes, withholding and deductions, together with any unpaid expense reimbursements owed Executive under Section 6 hereof and any unpaid Annual Bonus amounts under Section 3 for prior years. Executive will not be required to mitigate the amount of compensation payable to Executive hereunder, by seeking to secure other employment or otherwise, and the Change of Control Payment will not be reduced by reason of Executive securing other employment or for any other reason.

(b)For purposes of this Agreement, the term “Change of Control” shall be deemed to have occurred upon the first to occur of the following events:

(i) any Person becomes the Beneficial Owner, directly or indirectly, of 30% or more of either: (A) the then outstanding shares of common stock of the Company (“Outstanding Company Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (“Outstanding Voting Securities”); provided, however, that, for purposes of this Section 7.7(b), the following acquisitions shall not constitute a Change of Control: (A) any acquisition directly from the Company; (B) any acquisition by the Company; (C) any acquisition by any employee benefit plan (or related trust) sponsored by the Company or any Affiliate of the Company; or (D) any acquisition pursuant to a transaction that complies with Sections 7.7(b)(iii)(A), 7.7(b)(iii)(B) and 7.7(b)(iii)(C); or

(ii) individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or

other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board; or

(iii) the consummation of a reorganization, merger, consolidation, or sale or other disposition of all or substantially all of the assets of the Company (each, a “Business Combination”) unless following such Business Combination: (A) all or substantially all of the individuals and entities who were the beneficial owners of the outstanding common stock and voting securities of the Company immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the entity resulting from such Business Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the outstanding common stock and the outstanding voting securities of the Company, as the case may be; or (B) no Person (excluding any employee benefit plan (or related trust) of the Company or any corporation resulting from such Business Combination beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination; or (C) at least a majority of the members of the board of directors of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination.

Notwithstanding the foregoing, a “Change of Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions.

For purposes of Change of Control definition, (i) “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act, (II) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, (III) “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (w) the Company or any of the Company’s direct or indirect subsidiaries, (x) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (y) an underwriter temporarily holding securities pursuant to an offering of such securities, or (z) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company and (IV) “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act.

8.Section 409A Payment. Certain payments contemplated by this Agreement (including certain payments not contingent on a Change of Control) may be “deferred compensation” for purposes of Section 409A of the Code. Accordingly, the following provisions

shall be in effect for purposes of avoiding or mitigating any adverse tax consequences to Executive under Section 409A:

(i) It is the intent of the parties that the provisions of this Agreement comply with all applicable requirements of Section 409A. Accordingly, to the extent any provisions of this Agreement would otherwise contravene one or more requirements or limitations of Section 409A, then the Parties shall, within any applicable remedial amendment period provided under the regulations issued under 409A or otherwise, effect through mutual agreement the appropriate amendments to those provisions which are necessary in order to bring the provisions of this Agreement into compliance with Section 409A, provided such amendments shall not reduce the dollar amount of any such item of deferred compensation or adversely affect the vesting provisions applicable to such item or otherwise reduce the present value of that item. If any legislation is enacted while this Agreement in effect which imposes a dollar limit on deferred compensation, then Executive will cooperate with the Company in restructuring any items of compensation under this Agreement that are deemed to be deferred compensation subject to such limitation, provided such restructuring shall not reduce the dollar amount of any such item or adversely affect the vesting provisions applicable to such item or otherwise reduce the present value of that item.

(ii) Notwithstanding any provision to the contrary in this Agreement, if the Company, in its good faith discretion, determines that the payments or benefits described in Sections 7.1, 7.2, 7.4, 7.5, 7.7 or 7.8 of this Agreement do not qualify as “short-term deferrals” (within the meaning of Section 409A of the Code and the Treasury Regulations thereunder), then, (a) if Executive is a “specified employee” (within the meaning of Section 409A of the Code and the Treasury Regulations thereunder) at the time of his termination of employment, and (b) there has been no change or clarification in the law after the date of this Agreement that would permit any such payments or benefits to be paid in accordance with their original terms (rather than upon the expiration of the Delay Period (as defined below)) without such payment resulting in a payment that is not a permissible payment (within the meaning of Section 409A of the Code and the Treasury Regulations thereunder) as determined by the Company in its good faith discretion, no payments or benefits to which Executive becomes entitled under Sections 7.1, 7.2, 7.4, 7.5, 7.7 or 7.8 of the Agreement due to his “separation from service” (within the meaning of Section 409A of the Code and the Treasury Regulations thereunder) shall be made or paid to Executive prior to the earlier of (i) the expiration of the six (6) month period measured from the date of such “separation from service” or (ii) the date of his death (the “Delay Period”). Upon the expiration of the Delay Period, all payments deferred pursuant to this Section 7.9 shall be paid in a lump sum to Executive, and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein.

9.General Release. Executive acknowledges and agrees that Executive’s right to receive severance pay and other benefits pursuant to Sections 7.5, 7.7 and 7.8 of this Agreement (collectively, the “Severance Benefits”) is contingent upon Executive’s compliance with the covenants, representations, warranties and agreements set forth in Sections 8, 9, 10 and 11 of this Agreement and, except for those payments and benefits required to be made or provided by law or pursuant to the express terms of a benefit plan (and other than those benefits to be provided upon death), such Severance Benefits shall be conditioned upon Executive’s execution and acceptance of the terms and conditions of, and the effectiveness of, a general release in the standard form used

by the Company at the time of Executive’s termination of employment (the “Release”). If Executive fails to comply with the covenants set forth in Sections 8, 9, 10 and 11 or if Executive fails to execute the Release or revokes the Release during the seven (7)-day Period following his execution of the Release, then Executive shall not be entitled to any Severance Benefits. The Company shall provide Executive with the Release within five (5) days following his termination of employment. If any of the Severance Benefits are subject to Section 409A of the Code, Executive shall be entitled to any such Severance Benefits only if the Release has been executed, is effective and the applicable revocation period has expired no later than the date as of which such Severance Benefits are to be paid (or provided) pursuant to this Agreement and if such requirements are not satisfied, Executive shall not be entitled to any such Severance Benefits.

8.NONDISCLOSURE. Executive acknowledges that:

(i) the Company is and will be engaged in the Business during the term of his employment and thereafter;

(ii) Executive will occupy a position of trust and confidence with the Company, and during the course of his employment, Executive will become familiar with the Company’s trade secrets and with other proprietary and Confidential Information (defined below) concerning the Company and the Business;

(iii) the agreements and covenants contained in Sections 8, 9, 10 and 11 are essential to protect the Company and the confidentiality of its Confidential Information and client relationships as well as goodwill of the Business, and compliance with such agreements and covenants will not impair Executive’s ability to procure subsequent and comparable employment; and

(iv) Executive’s employment with the Company has special, unique and extraordinary value to the Company and the Company would be irreparably damaged if Executive were to provide services to any person or entity in violation of the provisions of this Agreement.

Therefore, Executive covenants and agrees that he shall, at all times, hold in strictest confidence, and will not directly or indirectly reveal or otherwise make available to any other person other than within the scope of his employment with the Company or in strict accordance with applicable law (and then only after consulting with the Company’s legal counsel), any and all confidential information, data, know-how, knowledge, or trade secrets regarding clients’ products, services, technology, suppliers, finances, financial arrangements, strategic plans, or methods of operation of the Company and its customers (any and all of which shall be deemed “Confidential Information”) without the express written consent of the Board. Such Confidential Information includes, without limitation, financial information, finances, strategic plans, sales and distribution information, price lists, the identity and lists of actual and potential customers and technical information, unless such Confidential Information is already in the public domain. Executive further agrees that all documents, records, notebooks, notes, computer software systems or programs, memoranda, and other materials made or compiled by Executive at any time or made available to him during his employment with the Company concerning the present or prospective activities of the Company (including copies thereof), whether or not intermingled with other information, shall be and remain the property of the Company, and shall be delivered to the Company upon termination of his employment with the Company and upon request by the Company at any other time.

9.NONINTERFERENCE. For a period of one (1) year following the termination of the Executive’s employment hereunder for any reason, Executive covenants and agrees that he shall not, at any time, without the prior written consent of the Company, (i) directly or indirectly induce or attempt to induce any person or entity who, during the six (6) months immediately prior to termination, had been a supplier, client, customer, employee, agent, or other representative or associate of the Company to withdraw, curtail or cancel such business, or terminate its relationship

with the Company, or in any way directly or indirectly interfere with such a relationship or any relationship between any such person or entity and the Company, or (ii) knowingly hire any person who during the six (6) month period prior to termination had been an employee or consultant (but excluding any outside accountant, attorney or similar professional) of the Company.

10.NONCOMPETITION. Executive covenants and agrees that for a period of six (6) months following the termination of Executive’s employment hereunder for any reason other than (i) termination by the Company without Cause or (ii) termination by Executive for Good Reason, Executive shall not, without the prior written consent of the Company, accept employment with or directly or indirectly operate or perform any services for (whether as an employee, agent or independent contractor), invest in (other than stock in a publicly-held corporation which is traded on a recognized securities exchange or over-the-counter, provided that the ownership of such equity interest does not give Executive greater than five percent (5%) of the equity or voting power of such corporation), or otherwise become associated with in any capacity, any company, partnership, organization, proprietorship, or any other entity which competes directly with the business of the Company anywhere in the world, as such business is operating at the time of such termination of employment.

11.PROPRIETARY RIGHTS.

(a)Except as necessary to carry on the business of the Company, Executive shall not, directly or indirectly, use or disclose to any person, firm or corporation, any of the Company’s Proprietary Information, including any candidate list, personal histories or resumes, employment information, business information, customer lists, customer contacts, business secrets, or any other information not generally known in the industry concerning the business or policies of the Company, including, but not limited to, the Company’s list of Clients and placed candidates.

(b)Executive acknowledges that, in the course of his employment hereunder and through his activities for and on behalf of the Company, he will develop, create, supply, receive, deal with and have access to the Company’s Proprietary Information and shall hold the Company’s Proprietary Information in trust and confidence for the Company. In addition to, and not in limitation of the foregoing, if Executive’s employment is terminated for any reason whatsoever, voluntarily or involuntarily, Executive recognizes that it is necessary to safeguard and protect the Company’s business, and that Executive’s compensation is, in part, in exchange for the restrictions contained in this Agreement. Moreover, Executive agrees that, notwithstanding anything in this Agreement to the contrary, he shall, upon termination of employment (or, at any prior time, if the Company requests same), immediately turn over to the Company all of its Proprietary Information. In addition, Executive shall have no right to retain copies of the Company’s Proprietary Information for any reason whatsoever after termination of employment without the express written consent of the Company.

(c)Executive will not disclose to the Company or use, or induce the Company to use any proprietary information or trade secrets of others. Executive represents and warrants that Executive has returned all property and confidential information belonging to all prior employers.

(d)For purposes of this Agreement:

(i) “Proprietary Information” shall mean: the Company’s confidential proprietary information constituting the trade secrets of the Company including, but not limited to information of a technical and business nature pertaining to the Business, the identity of candidates, any candidate list, the personal information, resumes or histories supplied by candidates, information concerning the identity of employer-clients, and their personnel, the personnel needs and requirements of employer-clients, and terms and conditions under which the Company deals with employer-

clients, all trade names, service marks, slogans, customer lists and contracts, training manuals, training tapes and films, business information and secrets, computer programs, video cassettes, records, forms, brochures, unique techniques, methods and procedures for the operation of a search business, the terms and conditions under which the Company deals with other companies engaged in the Business, including, but not limited to, its contracts with such companies.

(ii) The term “candidate” shall mean any individual who has provided the Company with job history information, job history resume or an application containing job history and/or other related information in person, by telephone, in writing or otherwise whether or not such person was contacted by the Company; provided, however that, the term candidate shall be limited to candidates who are, at the time Executive terminates his employment with the Company, identified by the Company as candidates on any current active search within the Company or who were placed by the Company prior to the termination of the Executive.

(iii) The term “customer list” shall not be limited to a physical writing or compilation of any number of the names of the Company’s customers, employer-clients, and candidates and/or the pertinent information relating to them but also includes any and all information whatsoever regarding them whether or not such compilation is mental or physical.

12.REMEDIES.

1.Non-Exclusive Remedy for Restrictive Covenants. Executive acknowledges that the restrictions on his activities under Sections 8, 9, 10 and 11 hereof are required for the reasonable protection of the Company. Executive further acknowledges and agrees that a breach of such obligations and agreements will result in irreparable and continuing damage to the Company and the Business for which there will be no adequate remedy at law (and will not raise such as a defense to any action brought by the Company) and agrees that in the event of any breach of said obligations and agreements, the Company and its successors and assigns, shall be entitled to temporary and permanent injunctive relief, without the necessity of showing actual monetary damages or the posting of a bond, and to such other further relief, including damages, as is proper in the circumstances. Each of the parties further acknowledges that, if the scope of any restrictions contained in Sections 8, 9 10 or 11 is too broad to permit enforcement thereof to the full extent of such restrictions, then such restrictions shall be enforced to the maximum extent permitted by law, and the parties hereby consent and agree that such scope may be judicially modified accordingly in any proceeding brought to enforce such restrictions.

2.Arbitration. Except as set forth in Section 12.1, all controversies, claims, disputes and matters in question, arising out of or relating to this Agreement or the breach thereof, or arising out of or relating to the employment relationship, including, but not limited to, claims of Employment Discrimination (defined below), shall be decided by arbitration in Cleveland, Ohio before a single arbitrator administered by the American Arbitration Association (“AAA”) under its National Rules for the Resolution of Employment Disputes, amended and restated effective as of September 15, 2005 (the “Employment Rules”), and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, Rule R-34 of the AAA’s Commercial Arbitration Rules amended and restated effective as of June 1, 2009 (instead of Rule 27 of the Employment Rules) shall apply to interim measures. References herein to any arbitration rule(s) shall be construed as referring to such rule(s) as amended or renumbered from time to time and to any successor rules. References to the AAA include any successor organization. “Employment Discrimination” means any discrimination against or harassment of Executive in connection with Executive’s employment with the Company or the termination of such employment, including any discrimination or harassment prohibited

under federal, state or local statute or other applicable law, including the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Americans with Disability Act, the Family and Medical Leave Act, the Fair Labor Standards Act, or any similar federal. The parties further agree that the Court of Common Pleas for Cuyahoga County, Ohio and (if the Federal Arbitration Act is applicable) the Federal District Court for the Northern District of Ohio, Eastern Division, shall have jurisdiction over the parties hereto. The arbitrator may grant any of the parties injunctive relief, including mandatory injunctive relief, in order to protect the rights of said party hereunder, but shall not be limited to such relief. The parties specifically agree that this provision for arbitration shall not preclude a party from seeking injunctive relief in a court in order to protect its rights hereunder, nor shall the filing of such an action constitute waiver by a party of his or its right to seek arbitration hereunder. In preparation for the arbitration hearing, each party may utilize all methods of discovery authorized by the Ohio Rules of Civil Procedure, and may enforce the right to such discovery in the manner provided by said Rules and/or by the Ohio Arbitration law.

13.ASSIGNMENT. This Agreement shall inure to the benefit of, and shall be binding upon and enforceable by the Company and its successors and assigns. “Successors and assigns” shall mean, in the case of the Company, any successor to the Company’s business or assets, whether pursuant to a merger, consolidation, sale or other transfer of securities or assets, including any Change of Control. The Company shall require any successor or assign, by agreement in form and substance reasonably satisfactory to Executive, to expressly assume and agree to perform this Agreement in the same manner and to same extent that the Company would be required to perform if no such succession or assignment had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitle Executive to receive from the Company prior to the Change in Control becoming effective the Change in Control Payment and compensation from the Company pursuant to Section 7.5 as if Executive terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession or assignment becomes effective shall be deemed the date of termination; provided, however, that it is further agreed that upon such assumption and agreement prior to the effectiveness of any such succession or assignment, this Agreement shall remain in full force and effect, binding upon Executive and such successor, with each reference herein to the Company being deemed to mean such successor or assignee. Nothing in this Section 13 shall constitute an agreement by the Executive to a novation of this Agreement upon a succession or assignment. This Agreement shall inure to the benefit of, and shall be binding upon and enforceable by, the Executive. Executive shall not assign this Agreement without the prior written consent of the Company.

14.INDEMNIFICATION. The Company represents and warrants that the Executive shall be entitled to the benefits of the indemnification provisions contained in the Certificate of Incorporation of the Company or in any separate Indemnification Agreement that may be entered into by and between the Company and Executive with respect to the Executive’s activities as an executive officer, director, and/or employee (i) of the Company or any subsidiary thereof, or (ii) at the request of the Company, of any other entity.

15.NOTICE. Any notice required to be given under the terms of this Agreement shall be in writing, and mailed to the recipient’s last known address or delivered in person. If sent by registered or certified mail, such notice shall be effective on the date of the first attempted delivery thereof; otherwise, it shall be effective upon delivery.

16.KEY MAN INSURANCE. Executive agrees that, during the Term, the Company may at any time and for the Company’s own benefit, apply for and take out life, health, accident, and/or other insurance covering Executive either independently or together with others in any amount which the Company deems to be in its best interests and the Company may maintain any existing insurance policies on the life of Executive owned by the Company. The Company shall own all rights in any such insurance

policies and in the cash values and proceeds thereof and, except as otherwise provided, Executive shall not have any right, title or interest therein. Executive agrees to assist the Company at the Company’s expense in obtaining any such insurance by, among other things, submitting to the customary examinations and correctly preparing, signing and delivering such applications and other documents as may be required by insurers.

17.ENTIRE AGREEMENT; AMENDMENTS; WAIVERS. This Agreement and the agreements referenced herein contain the entire agreement between the parties hereto with respect to the subject matter hereof and replaces or supersedes any previous agreement on such subject matter, provided, however, that nothing in this Agreement shall affect Executive’s right to receive payments or other benefits to which he is entitled under the Prior Agreement. It may not be changed orally, but only by agreement, in writing, signed by each of the parties hereto. The terms or covenants of this Agreement may be waived only by a written instrument specifically referring to this Agreement, executed by the party waiving compliance. If any party fails to take action for any violation of this Agreement, such failure shall not constitute a waiver or estoppel as to said violation, but it shall have the right to enforce or take such action for any prior violation or future violation without being subjected to the defense of waiver or estoppel.

18.HEADINGS. The headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

19.COUNTERPARTS. This Agreement may be executed in multiple counterparts each of which shall be deemed an original but all of which together shall constitute one and the same document.

20.GENDER; NUMBER. The use of the masculine, feminine or neuter pronoun shall not be restrictive as to gender, and the use of the singular or plural shall not be restrictive as to number, and shall be interpreted in all cases as the context may require.

21.SEVERABILITY. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms and provisions of this Agreement in any other jurisdiction.

22.GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio without giving effect to the conflict of law provisions thereof.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

CTPARTNERS EXECUTIVE SEARCH LLC

__________________________________________

By: Michael Feiner, Chairman of the Compensation Committee of the Company’s Board of Directors

EXECUTIVE

Brian M. Sullivan

EX-10.3

Exhibit 10.3

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into on this 2^nd of December, 2013, by and between David Nocifora (“Executive”) and CTPARTNERS EXECUTIVE SEARCH LLC, a Delaware limited liability company (the “Company”).

W I T N E S S E T H:

WHEREAS, the Company is engaged in the business of providing retained executive search and related services to clients on a global basis (the “Business”);

WHEREAS, for purposes of this Agreement (except where the context contemplates otherwise), the term “the Company” shall include CTPartners Executive Search Inc., its subsidiaries and assignees, and any predecessors and successors in interest of the Company;

WHEREAS, the Company previously entered into an Employment Agreement effective as of December 2, 2010, which terminated in accordance with its terms on December 2, 2013 (the “Prior Agreement”);

WHEREAS, Executive shall attain valuable knowledge and experience pertaining to the Business, trade secrets, customers, markets, sources of supply, manner of doing business and other confidential and proprietary information; and

WHEREAS, the Company currently employs Executive and desires to continue to employ Executive from and after the Effective Date, and Executive desires to continue to be so employed by the Company upon the terms and conditions set forth herein, including, without limitation, the prohibitions upon Executive from the disclosure of confidential information and interference with the Company’s business operations as provided herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Company and Executive agree as follows:

1.RECITALS. The recitals contained in the “WHEREAS” clauses are incorporated herein and made a part of this Agreement as though fully rewritten herein.

2.TITLE, DUTIES AND TERM. The Company hereby employs Executive as Chief Operating Officer of the Company, with such authority, duties and responsibilities as are customarily associated with, or assigned to, such officers of a publicly-held corporation, and shall report to the Company’s Chief Executive Officer (the “CEO”). The employment of Executive under this Agreement shall continue from and after December 3, 2013 (the “Effective Date”) and until the earlier of (a) December 31, 2015 (the “Term”), and (b) the date such employment is terminated pursuant to Section 7, provided that the Company may elect to renew the Term of this Agreement for an additional one-year period by giving written notice thereof to Executive at least ninety (90) days prior to the expiration of the Term. If the Company does not elect to renew the Term for such additional one-year period, then Executive’s employment shall terminate at the close of business on the last business day of the Term, and such termination of employment shall be treated as a Termination Other than for Cause (as defined herein). During the course of his employment, Executive shall, at all times, use reasonable efforts in faithfully and industriously performing his duties hereunder. Except with the consent of the CEO (which consent shall not be unreasonably withheld), Executive shall devote his full business time and efforts to

the affairs of the Company, but nothing contained herein shall be construed to prevent Executive from (i) investing Executive’s assets or (ii) engaging in other activities for charitable or other non-profit institutions, provided that such activities do not materially interfere with the performance of Executive’s duties hereunder. Furthermore, service by Executive on the board of directors of up to one (1) non-competing company shall not be deemed to be a violation of this Agreement provided such service does not materially interfere with the performance of Executive’s duties hereunder.

3.SALARY, BONUS AND EQUITY INCENTIVE AWARDS. As consideration for the services of Executive hereunder, the Company shall pay Executive an annual base salary equal to Five Hundred Thousand ($500,000) from the Effective Date through December 31, 2013 and Four Hundred and Twenty-five Thousand Dollars ($425,000) as of January 1, 2014 (the “Base Salary”) payable in equal semi-monthly installments, or in such other periodic method to which both parties agree, less applicable payroll taxes, withholdings and deductions. The CEO shall perform an annual review of Executive’s compensation based on Executive’s performance of his duties and the Company’s other compensation policies and shall make such recommendations regarding Executive’s compensation to the Compensation Committee of the Board (the “Compensation Committee”). The term “Base Salary” as used herein shall include any changes to the Base Salary from time to time. Executive shall be eligible for an annual bonus in an amount determined by the Compensation Committee based on Executive’s performance of his duties and the Company’s other compensation policies with a target annual bonus opportunity equal to 50% of the Executive’s Base Salary for such year (the “Annual Bonus”). The actual Annual Bonus paid will be based on the Company’s and Executive’s performance. Such Annual Bonus shall be paid at such time as annual bonuses are paid to executive officers of the Company as determined by the Compensation Committee. Executive must be employed by the Company at the time of payment, except if Executive’s employment is terminated by death, Disability, by the Company Other than for Cause or by the Executive for Good Reason after December 31 of a given year (the “Bonus Year”) and before the full payment to Executive of the Annual Bonus amount to which he is entitled for the Bonus Year, in which case, Executive or his estate will be paid any remaining amount of the Annual Bonus for the Bonus Year on or before the latter of (i) the date similar Annual Bonus amounts are paid to other executive officers of the Company, and (ii) 30 days after the date Executive’s employment is terminated.

4.BENEFITS. During the term of his employment and as otherwise provided herein, Executive shall be entitled to participate in any employee benefit plans, that may exist from time to time, which are generally maintained or established by the Company on the same terms and conditions as generally apply to its executive employees, including, without limitation, health care benefits, insurance, retirement plan benefits, and disability benefits.

5.ABSENCE AND LEAVE. During the Term, Executive shall be entitled to the same paid absence (whether for vacation, sick leave or personal time) and continuous service leave benefits and on the same terms and conditions, as generally apply to executive employees of the Company.

6.EXPENSES. The Company shall reimburse Executive, in accordance with the Company’s policies, for reasonable expenses incurred by him on behalf of the Company in the performance of his duties as specified herein. Such reimbursement shall be made upon presentation of itemized expense statements and such other supporting documentation as the Company may reasonably require.

7.TERMINATION. The Executive’s employment hereunder may be terminated as follows:

1.Termination for Death. The Executive’s employment hereunder shall terminate automatically upon Executive’s death. In the event of termination of the Executive’s employment pursuant to this Section 7.1, the Company shall promptly (but in no event later than sixty (60) days following the date of termination) pay the Executive’s heirs or legal representative, as applicable, any Base Salary and Annual Bonus, accrued and unpaid, through the date of death, less applicable payroll taxes, withholdings and deductions, together with any unpaid expense reimbursements owed Executive under Section 6 hereof (it being understood and agreed that no portion of the Annual Bonus described in Section 3 shall be deemed accrued unless Executive was employed

with the Company as of the last day of the fiscal year to which such Annual Bonus award applies). Executive’s heirs or legal representative, as applicable, shall also be entitled to any fringe benefits which have vested on Executive’s behalf prior to his death. Except as provided in Sections 4, 6, 7, 7.6 and 8, which the parties agree survive the termination of the Executive’s employment pursuant to this Section 7.1, upon termination of the Executive’s employment pursuant to this Section 7.1, the parties (and, in the case of the Executive, his heirs or legal representatives, as applicable) shall have no further rights or obligations under this Agreement.

2.Termination for Disability.

(a)The Company and Executive acknowledge and agree that essential functions of Executive’s position are unique and critical to the Company and that a disability condition which causes Executive to be unable to perform the essential functions of his position even with reasonable accommodations for a period in excess of (i) ninety (90) consecutive days or (ii) for shorter periods aggregating one hundred eighty (180) days in any three hundred sixty five (365) consecutive day period, shall constitute an undue hardship on the Company. If the Company determines in good faith upon medical certification, and after consultation with Executive (and, if requested by Executive, with Executive’s physician(s)), that Executive is disabled and unable to perform the essential functions of his position even with reasonable accommodations for such period, the Company may give Executive written notice of its intention to terminate Executive’s employment hereunder. Executive shall have the right to dispute the Company’s determination as set forth in Section 12. Subject to the foregoing, if the Executive’s employment is terminated by the Company pursuant to this Section 7.2, the Company shall promptly (but in no event later than sixty (60) days following the date of termination) pay the Executive any Base Salary and Annual Bonus, accrued and unpaid, through the date of termination pursuant to this Section 7.2, less applicable payroll taxes, withholdings and deductions, together with any unpaid expense reimbursements owed Executive under Section 6 hereof (it being understood and agreed that no portion of the Annual Bonus described in Section 3 shall be deemed accrued unless Executive was employed with the Company as of the last day of the fiscal year to which such Annual Bonus award applies). Executive shall also be entitled to any fringe benefits which have vested on Executive’s behalf prior to termination. Except as provided in Sections 4, 6, 7.2, 7.6, 8, 9 and 11, which the parties agree survive the termination of the Executive pursuant this Section 7.2, upon termination of the Executive’s employment hereunder pursuant to this Section 7.2, the parties shall have no further rights or obligations under this Agreement.

(b)Solely for purposes of the Company making and/or defending a determination of disability as provided for in Section 7.2(a) above and after advance notice to Executive from Company and acknowledgment within seven (7) days by Executive to Company, Executive hereby authorizes any health care provider or health care plan which has provided health care services or payment therefor on behalf of Executive, to disclose Executive’s health information to the Board or officers and/or human resource personnel of the Company upon the request of any one or more of them. As used herein, the term “health information” means any and all health information (including but limited to, diagnoses, reports and test results) that may relate to Executive’s fitness for employment by the Company, or to his status pursuant to this or any other agreement with, or policy of, the Company. The Company agrees to maintain the confidentiality of such information, and to cause its officers and other agents in receipt of such information to maintain the confidentiality of such information, and that such information shall be accessed by, and disclosed to, individual directors, officers, employees and agents of the Company strictly on a need to know basis. Executive understands and agrees to the following:

(i) that he has the right to revoke the authorization contained in this Section 7.2(b) at any time by notifying the Company in writing that such revocation will only be effective after it is received and logged by the Company, and that any use or disclosure made prior to revocation under this Section 7.2(b) will not be affected by the revocation;

(ii) that after Executive’s health information is disclosed, federal law might not protect it, and it may be redisclosed by the recipient;

(iii) that Executive’s continued employment and position with the Company are subject to his consent to this authorization and authorizing release of any additional health care information that the Company requests;

(iv) that the Board is entitled to receive a copy of this Agreement, including this authorization; and

(v) that this authorization will expire upon the termination of Executive’s employment with the Company.

3.Termination by the Company for Cause. Except as a result of the death or disability of Executive, the Company may terminate Executive’s employment hereunder for Cause by written notification citing the specific reasons for termination. For purposes of the Agreement, “Cause” means:

(i) Executive’s breach, non-performance or non-observance of any of the provisions of this Agreement, which breach has a material adverse effect on the Company or the Business and shall continue unremedied for thirty (30) business days after Executive shall have been given written notice by the CEO of said breach, non-performance or non-observance;

(ii) Executive’s breach of any of his fiduciary duties to the Company, which breach has a material adverse effect on the Company or the Business and shall continue unremedied for thirty (30) business days after Executive shall have been given written notice by the CEO of said breach; and

(iii) Executive’s conviction of a felony involving theft, embezzlement, fraud or moral turpitude or a felony in connection with his employment with the Company.

In the event of termination of Executive’s employment pursuant to this Section 7.3, the Company shall promptly (but in no event later than sixty (60) days following the date of termination) pay the Executive any Base Salary, calculated on a pro rata basis (based on the ratio of the number of days in the year prior to termination to the total number of days in the year) through the date of termination, less applicable payroll taxes, withholdings and deductions, together with any unpaid expense reimbursements owed Executive under Section 6 hereof. With respect to 7.3(iii), the Company shall have the right to place Executive on paid leave pending the ultimate disposition of the matter. In the event of conviction, the Company shall be entitled to reimbursement from Executive for Base Salary paid to Executive during such paid leave. Executive shall also be entitled to any fringe benefits which have vested on Executive’s behalf prior to termination. Except as provided in Sections 4, 6, 7.3, 7.6, 8, 9, 10 and 11, which the parties agree survive the termination of the Executive’s employment pursuant this Section 7.3, upon termination of the Executive’s employment pursuant to this Section 7.3, the parties shall have no further rights or obligations under this Agreement.

4.Termination by Executive. Subject to prior termination pursuant to Sections 7.1 or 7.2 above, Executive may terminate his employment hereunder for Good Reason. If Executive’s employment is terminated for Good Reason, Executive shall be entitled to the same payments and benefits provided in Section 7.5, as if his employment were terminated other than for Cause. For purposes of this Agreement, “Good Reason” shall mean:

(i) Any assignment to Executive of any duties inconsistent in any material respect with his duties as Chief Operating Officer of the Company, without Executive’s written consent (which consent will not be unreasonably withheld to the extent that such duties are duties normally performed by the chief operating officer of a public corporation at the same stage of development as the Company), or a material change in his position, authority or responsibilities without Executive’s written consent or any other action by the Company which results in a material diminution of the position, duties, authority, or responsibility of Executive;

(ii) A material reduction in Executive’s Base Salary as in effect on the date of this Agreement or as the same may be increased from time to time, other than as part of an across-the-board reduction applicable to the executive officers of the Company;

(iii) Executive’s primary place of business is moved by more than 50 miles from his current office in Cleveland, Ohio;

(iv) The Company shall breach any material provision of this Agreement, which breach shall continue unremedied for thirty (30) business days after the Company shall have been given written notice of said breach; or

(v) Failure of the Company to obtain from any successor the assumption of, or the agreement to perform, this Agreement (as contemplated in Section 13 hereof) prior to consummation of a Change of Control (as defined below).

Notwithstanding the foregoing provisions of this Section 7.4, Executive’s termination of employment shall be considered to be on account of Good Reason only if (A) an event or condition occurs which satisfies the foregoing provisions of this Section 7.4, (B) Executive provides the Company with written notice pursuant to Section 15 that he intends to resign for Good Reason and such written notice includes (I) a designation of at least one of Section 7.4(i) through (v) (the “Designated Section”) and (II) specifically describes the events or conditions Executive is relying upon to satisfy the requirements of the Designated Section(s), (C) as of the thirtieth (30th) day following the Company’s receipt of such notice from Executive, such events or conditions have not been corrected in all material respects, and (D) Executive resigns his employment within sixty (60) days after the date on which Executive first has actual knowledge of the occurrence of the first event or condition upon which Executive relies upon to satisfy any of the Designated Section(s).

In addition, Executive may terminate his employment hereunder other than for Good Reason. Upon termination of the Executive’s employment hereunder for other than Good Reason, the Company shall promptly (but in no event later than sixty (60) days following the date of termination) pay to the Executive any Base Salary, accrued and unpaid, through the date of termination pursuant to this Section 7.4, less applicable payroll taxes, withholdings and deductions, together with any unpaid expense reimbursements owed Executive under Section 6 hereof. The Executive shall also be entitled to any fringe benefits which have vested on Executive’s behalf prior to such termination. If Executive terminates his employment for other than Good Reason, Executive acknowledges and agrees that upon such voluntary resignation, termination or retirement by Executive, except as provided in Sections 4, 6, 7.3, 7.6, 8, 9, 10 and 11, which the parties agree survive the termination of the Executive’s employment for other than Good Reason, the parties shall have no further rights or obligations under this Agreement.

5.Termination by the Company Other than for Cause or by Executive for Good Reason. The Company may terminate Executive’s employment hereunder other than for Cause. In the event that either (1) the Company exercises its right to terminate Executive’s employment hereunder other than for Cause or (2) the Executive terminates his employment hereunder for Good Reason under Section 7.4, the Company shall pay to Executive, as severance, the following amount: (i) if such termination occurs on or before December 31, 2014, an amount equal to

$750,000 plus an amount in cash equal to the target amount of Executive’s Annual Bonus for the year of termination multiplied by a fraction, the numerator of which is the number of completed days (including the date of termination) during the year of termination and the denominator of which is 365; and (ii) if such termination occurs on or after January 1, 2015, an amount equal to six (6) months of base salary, in each case payable in equal semi-monthly installments. Executive will not be required to mitigate the amount of compensation payable to Executive hereunder, by seeking to secure other employment or otherwise, and the payments pursuant to this Section 7.5 will not be reduced by reason of Executive securing other employment or for any other reason. In addition to the foregoing, the Company shall promptly (but in no event later than thirty (30) days following the date of termination) pay to Executive any Base Salary due and owing through the date of such termination, less applicable payroll taxes, withholding and deductions, together with any unpaid expense reimbursements owed Executive under Section 6 hereof and any unpaid Annual Bonus amounts under Section 3for prior years. Executive shall also be entitled to any fringe benefits which have vested on Executive’s behalf prior to termination. Except as provided in Sections 4, 6, 7.5, 7.6, 8, 9, 10 and 11, which the parties agree survive termination of the Executive’s employment hereunder pursuant to this Section 7.5, upon termination of the Executive’s employment pursuant to this Section 7.5, the parties shall have no further rights or obligations under this Agreement.

6.Continued Maintenance of Benefit Plans. Unless Executive’s employment is terminated for Cause, death or by Executive for other than Good Reason, the Company shall maintain in full force and effect, and at no expense to Executive or Executive’s family, for the continued benefit of Executive (and, to the extent applicable under such plans, the Executive’s family) for eighteen (18) months, if such termination occurs on or before December 31, 2014, and six (6) months if such termination occurs on or after January 1, 2015, commencing on the date of such termination, all medical, hospitalization, health and accident insurance benefits, plans or programs in which Executive (and, to the extent applicable under such plans, the Executive’s family) was entitled to participate immediately prior to the date of termination. In the event that Executive’s participation in any such benefits, plan or program is barred or would have adverse tax consequences for the Company, the Plan or the Executive, the Company shall use all commercially reasonable efforts to provide, at no expense to the Executive or his family, Executive (and, to the extent applicable under such plans, the Executive’s family) with benefits substantially similar to those which Executive (and, to the extent applicable under such plans, the Executive’s family) would otherwise have been entitled to receive under such plans or programs. Notwithstanding the foregoing, benefits under this Section 7.6 shall cease during such eighteen (18) or six (6) month period , as applicable, if Executive secures other employment and, as a result of such employment, receives comparable benefits. If Executive is not employed after the eighteen (18) or six (6) month period, and he timely and properly elects continuation health care coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") under the Company’s plan, Executive shall be eligible to continue his coverage, pursuant to COBRA, and shall be responsible for the entire COBRA premium for the remainder of the applicable COBRA continuation period.

7.Change of Control Payment.

(a)If during the period beginning on the date six (6) months prior to a Change in Control (as defined below) and ending on the date two (2) years after the occurrence of a Change of Control, Executive’s employment hereunder is terminated by the Company other than for Cause or by the Executive for Good Reason, the Company will pay to Executive within thirty (30) days of such termination an amount equal to (i) twelve (12) months of Executive’s then-current Base Salary payable in a lump sum (the “Change of Control Payment”) plus (ii) an amount in cash equal to the target amount of Executive’s Annual Bonus for the year of termination multiplied by a fraction, the numerator of which

is the number of completed days (including the date of termination) during the year of termination and the denominator of which is 365 ((i) and (ii) collectively, the “Change of Control Payment”); provided, however, that if as a result of such termination of employment the Executive would be entitled to greater benefits pursuant to Section 7.5, the Executive will be entitled to receive the amount payable under Section 7.5 in a lump sum. In addition to the foregoing, the Company shall promptly (but in no event later than sixty (60) days following the date of termination) pay to Executive any Base Salary due and owing through the date of such termination, less applicable payroll taxes, withholding and deductions, together with any unpaid expense reimbursements owed Executive under Section 6 hereof and any unpaid Annual Bonus amounts under Section 3 for prior years. Executive will not be required to mitigate the amount of compensation payable to Executive hereunder, by seeking to secure other employment or otherwise, and the Change of Control Payment will not be reduced by reason of Executive securing other employment or for any other reason.

(b)For purposes of this Agreement, the term “Change of Control” shall be deemed to have occurred upon the first to occur of the following events:

(i) any Person becomes the Beneficial Owner, directly or indirectly, of 30% or more of either: (A) the then outstanding shares of common stock of the Company (“Outstanding Company Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (“Outstanding Voting Securities”); provided, however, that, for purposes of this Section 7.7(b), the following acquisitions shall not constitute a Change of Control: (A) any acquisition directly from the Company; (B) any acquisition by the Company; (C) any acquisition by any employee benefit plan (or related trust) sponsored by the Company or any Affiliate of the Company; or (D) any acquisition pursuant to a transaction that complies with Sections 7.7(b)(iii)(A), 7.7(b)(iii)(B) and 7.7(b)(iii)(C); or

(ii) individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board; or

(iii) the consummation of a reorganization, merger, consolidation, or sale or other disposition of all or substantially all of the assets of the Company (each, a “Business Combination”) unless following such Business Combination: (A) all or substantially all of the individuals and entities who were the beneficial owners of the outstanding common stock and voting securities of the Company immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the entity resulting from such Business Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly

or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the outstanding common stock and the outstanding voting securities of the Company, as the case may be; or (B) no Person (excluding any employee benefit plan (or related trust) of the Company or any corporation resulting from such Business Combination beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination; or (C) at least a majority of the members of the board of directors of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination.

Notwithstanding the foregoing, a “Change of Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions.

For purposes of Change of Control definition, (i) “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act, (II) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, (III) “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (w) the Company or any of the Company’s direct or indirect subsidiaries, (x) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (y) an underwriter temporarily holding securities pursuant to an offering of such securities, or (z) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company and (IV) “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act.

8.Section 409A Payment. Certain payments contemplated by this Agreement (including certain payments not contingent on a Change of Control) may be “deferred compensation” for purposes of Section 409A of the Code. Accordingly, the following provisions shall be in effect for purposes of avoiding or mitigating any adverse tax consequences to Executive under Section 409A:

(i) It is the intent of the parties that the provisions of this Agreement comply with all applicable requirements of Section 409A. Accordingly, to the extent any provisions of this Agreement would otherwise contravene one or more requirements or limitations of Section 409A, then the Parties shall, within any applicable remedial amendment period provided under the regulations issued under 409A or otherwise, effect through mutual agreement the appropriate amendments to those provisions which are necessary in order to bring the provisions of this Agreement into compliance with Section 409A, provided such amendments shall not reduce the dollar amount of any such item of deferred compensation or adversely affect the vesting provisions applicable to such item or otherwise reduce the present value of that item. If any legislation is enacted while this Agreement in effect which imposes a dollar limit on deferred compensation, then Executive will cooperate with the Company in restructuring any items of compensation under this Agreement that are

deemed to be deferred compensation subject to such limitation, provided such restructuring shall not reduce the dollar amount of any such item or adversely affect the vesting provisions applicable to such item or otherwise reduce the present value of that item.

(ii) Notwithstanding any provision to the contrary in this Agreement, if the Company, in its good faith discretion, determines that the payments or benefits described in Sections 7.1, 7.2, 7.4, 7.5, 7.7 or 7.8 of this Agreement do not qualify as “short-term deferrals” (within the meaning of Section 409A of the Code and the Treasury Regulations thereunder), then, (a) if Executive is a “specified employee” (within the meaning of Section 409A of the Code and the Treasury Regulations thereunder) at the time of his termination of employment, and (b) there has been no change or clarification in the law after the date of this Agreement that would permit any such payments or benefits to be paid in accordance with their original terms (rather than upon the expiration of the Delay Period (as defined below)) without such payment resulting in a payment that is not a permissible payment (within the meaning of Section 409A of the Code and the Treasury Regulations thereunder) as determined by the Company in its good faith discretion, no payments or benefits to which Executive becomes entitled under Sections 7.1, 7.2, 7.4, 7.5, 7.7 or 7.8 of the Agreement due to his “separation from service” (within the meaning of Section 409A of the Code and the Treasury Regulations thereunder) shall be made or paid to Executive prior to the earlier of (i) the expiration of the six (6) month period measured from the date of such “separation from service” or (ii) the date of his death (the “Delay Period”). Upon the expiration of the Delay Period, all payments deferred pursuant to this Section 7.9 shall be paid in a lump sum to Executive, and any remaining payments due under this Agreement shall be paid in accordance with the normal payment dates specified for them herein.

9.General Release. Executive acknowledges and agrees that Executive’s right to receive severance pay and other benefits pursuant to Sections 7.5, 7.7 and 7.8 of this Agreement (collectively, the “Severance Benefits”) is contingent upon Executive’s compliance with the covenants, representations, warranties and agreements set forth in Sections 8, 9, 10 and 11 of this Agreement and, except for those payments and benefits required to be made or provided by law or pursuant to the express terms of a benefit plan (and other than those benefits to be provided upon death), such Severance Benefits shall be conditioned upon Executive’s execution and acceptance of the terms and conditions of, and the effectiveness of, a general release in the standard form used by the Company at the time of Executive’s termination of employment (the “Release”). If Executive fails to comply with the covenants set forth in Sections 8, 9, 10 and 11 or if Executive fails to execute the Release or revokes the Release during the seven (7)-day Period following his execution of the Release, then Executive shall not be entitled to any Severance Benefits. The Company shall provide Executive with the Release within five (5) days following his termination of employment. If any of the Severance Benefits are subject to Section 409A of the Code, Executive shall be entitled to any such Severance Benefits only if the Release has been executed, is effective and the applicable revocation period has expired no later than the date as of which such Severance Benefits are to be paid (or provided) pursuant to this Agreement and if such requirements are not satisfied, Executive shall not be entitled to any such Severance Benefits.

8.NONDISCLOSURE. Executive acknowledges that:

(i) the Company is and will be engaged in the Business during the term of his employment and thereafter;

(ii) Executive will occupy a position of trust and confidence with the Company, and during the course of his employment, Executive will become familiar with the

Company’s trade secrets and with other proprietary and Confidential Information (defined below) concerning the Company and the Business;

(iii) the agreements and covenants contained in Sections 8, 9, 10 and 11 are essential to protect the Company and the confidentiality of its Confidential Information and client relationships as well as goodwill of the Business, and compliance with such agreements and covenants will not impair Executive’s ability to procure subsequent and comparable employment; and

(iv) Executive’s employment with the Company has special, unique and extraordinary value to the Company and the Company would be irreparably damaged if Executive were to provide services to any person or entity in violation of the provisions of this Agreement.

Therefore, Executive covenants and agrees that he shall, at all times, hold in strictest confidence, and will not directly or indirectly reveal or otherwise make available to any other person other than within the scope of his employment with the Company or in strict accordance with applicable law (and then only after consulting with the Company’s legal counsel), any and all confidential information, data, know-how, knowledge, or trade secrets regarding clients’ products, services, technology, suppliers, finances, financial arrangements, strategic plans, or methods of operation of the Company and its customers (any and all of which shall be deemed “Confidential Information”) without the express written consent of the CEO. Such Confidential Information includes, without limitation, financial information, finances, strategic plans, sales and distribution information, price lists, the identity and lists of actual and potential customers and technical information, unless such Confidential Information is already in the public domain. Executive further agrees that all documents, records, notebooks, notes, computer software systems or programs, memoranda, and other materials made or compiled by Executive at any time or made available to him during his employment with the Company concerning the present or prospective activities of the Company (including copies thereof), whether or not intermingled with other information, shall be and remain the property of the Company, and shall be delivered to the Company upon termination of his employment with the Company and upon request by the Company at any other time.

9.NONINTERFERENCE. For a period of one (1) year following the termination of the Executive’s employment hereunder for any reason, Executive covenants and agrees that he shall not, at any time, without the prior written consent of the Company, (i) directly or indirectly induce or attempt to induce any person or entity who, during the six (6) months immediately prior to termination, had been a supplier, client, customer, employee, agent, or other representative or associate of the Company to withdraw, curtail or cancel such business, or terminate its relationship with the Company, or in any way directly or indirectly interfere with such a relationship or any relationship between any such person or entity and the Company, or (ii) knowingly hire any person who during the six (6) month period prior to termination had been an employee or consultant (but excluding any outside accountant, attorney or similar professional) of the Company.

10.NONCOMPETITION. Executive covenants and agrees that for a period of six (6) months following the termination of Executive’s employment hereunder for any reason other than (i) termination by the Company without Cause or (ii) termination by Executive for Good Reason, Executive shall not, without the prior written consent of the Company, accept employment with or directly or indirectly operate or perform any services for (whether as an employee, agent or independent contractor), invest in (other than stock in a publicly-held corporation which is traded on a recognized securities exchange or over-the-counter, provided that the ownership of such equity interest does not give Executive greater than five percent (5%) of the equity or voting power of such corporation), or otherwise become associated with in any capacity, any company, partnership, organization, proprietorship, or any other entity which competes directly with the business of the Company anywhere in the world, as such business is operating at the time of such termination of employment.

11.PROPRIETARY RIGHTS.

(a)Except as necessary to carry on the business of the Company, Executive shall not, directly or indirectly, use or disclose to any person, firm or corporation, any of the Company’s Proprietary Information, including any candidate list, personal histories or resumes, employment information, business information, customer lists, customer contacts, business secrets, or any other information not generally known in the industry concerning the business or policies of the Company, including, but not limited to, the Company’s list of Clients and placed candidates.

(b)Executive acknowledges that, in the course of his employment hereunder and through his activities for and on behalf of the Company, he will develop, create, supply, receive, deal with and have access to the Company’s Proprietary Information and shall hold the Company’s Proprietary Information in trust and confidence for the Company. In addition to, and not in limitation of the foregoing, if Executive’s employment is terminated for any reason whatsoever, voluntarily or involuntarily, Executive recognizes that it is necessary to safeguard and protect the Company’s business, and that Executive’s compensation is, in part, in exchange for the restrictions contained in this Agreement. Moreover, Executive agrees that, notwithstanding anything in this Agreement to the contrary, he shall, upon termination of employment (or, at any prior time, if the Company requests same), immediately turn over to the Company all of its Proprietary Information. In addition, Executive shall have no right to retain copies of the Company’s Proprietary Information for any reason whatsoever after termination of employment without the express written consent of the Company.

(c)Executive will not disclose to the Company or use, or induce the Company to use any proprietary information or trade secrets of others. Executive represents and warrants that Executive has returned all property and confidential information belonging to all prior employers.

(d)For purposes of this Agreement:

(i) “Proprietary Information” shall mean: the Company’s confidential proprietary information constituting the trade secrets of the Company including, but not limited to information of a technical and business nature pertaining to the Business, the identity of candidates, any candidate list, the personal information, resumes or histories supplied by candidates, information concerning the identity of employer-clients, and their personnel, the personnel needs and requirements of employer-clients, and terms and conditions under which the Company deals with employer-clients, all trade names, service marks, slogans, customer lists and contracts, training manuals, training tapes and films, business information and secrets, computer programs, video cassettes, records, forms, brochures, unique techniques, methods and procedures for the operation of a search business, the terms and conditions under which the Company deals with other companies engaged in the Business, including, but not limited to, its contracts with such companies.

(ii) The term “candidate” shall mean any individual who has provided the Company with job history information, job history resume or an application containing job history and/or other related information in person, by telephone, in writing or otherwise whether or not such person was contacted by the Company; provided, however that, the term candidate shall be limited to candidates who are, at the time Executive terminates his employment with the Company, identified by the Company as candidates on any current active search within the Company or who were placed by the Company prior to the termination of the Executive.

(iii) The term “customer list” shall not be limited to a physical writing or compilation of any number of the names of the Company’s customers, employer-clients, and candidates and/or the pertinent information relating to them but also includes any and all information whatsoever regarding them whether or not such compilation is mental or physical.

12.REMEDIES.

1.Non-Exclusive Remedy for Restrictive Covenants. Executive acknowledges that the restrictions on his activities under Sections 8, 9, 10 and 11 hereof are required for the reasonable protection of the Company. Executive further acknowledges and agrees that a breach of such obligations and agreements will result in irreparable and continuing damage to the Company and the Business for which there will be no adequate remedy at law (and will not raise such as a defense to any action brought by the Company) and agrees that in the event of any breach of said obligations and agreements, the Company and its successors and assigns, shall be entitled to temporary and permanent injunctive relief, without the necessity of showing actual monetary damages or the posting of a bond, and to such other further relief, including damages, as is proper in the circumstances. Each of the parties further acknowledges that, if the scope of any restrictions contained in Sections 8, 9 10 or 11 is too broad to permit enforcement thereof to the full extent of such restrictions, then such restrictions shall be enforced to the maximum extent permitted by law, and the parties hereby consent and agree that such scope may be judicially modified accordingly in any proceeding brought to enforce such restrictions.

2.Arbitration. Except as set forth in Section 12.1, all controversies, claims, disputes and matters in question, arising out of or relating to this Agreement or the breach thereof, or arising out of or relating to the employment relationship, including, but not limited to, claims of Employment Discrimination (defined below), shall be decided by arbitration in Cleveland, Ohio before a single arbitrator administered by the American Arbitration Association (“AAA”) under its National Rules for the Resolution of Employment Disputes, amended and restated effective as of September 15, 2005 (the “Employment Rules”), and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, Rule R-34 of the AAA’s Commercial Arbitration Rules amended and restated effective as of June 1, 2009 (instead of Rule 27 of the Employment Rules) shall apply to interim measures. References herein to any arbitration rule(s) shall be construed as referring to such rule(s) as amended or renumbered from time to time and to any successor rules. References to the AAA include any successor organization. “Employment Discrimination” means any discrimination against or harassment of Executive in connection with Executive’s employment with the Company or the termination of such employment, including any discrimination or harassment prohibited under federal, state or local statute or other applicable law, including the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Americans with Disability Act, the Family and Medical Leave Act, the Fair Labor Standards Act, or any similar federal. The parties further agree that the Court of Common Pleas for Cuyahoga County, Ohio and (if the Federal Arbitration Act is applicable) the Federal District Court for the Northern District of Ohio, Eastern Division, shall have jurisdiction over the parties hereto. The arbitrator may grant any of the parties injunctive relief, including mandatory injunctive relief, in order to protect the rights of said party hereunder, but shall not be limited to such relief. The parties specifically agree that this provision for arbitration shall not preclude a party from seeking injunctive relief in a court in order to protect its rights hereunder, nor shall the filing of such an action constitute waiver by a party of his or its right to seek arbitration hereunder. In preparation for the arbitration hearing, each party may utilize all methods of discovery authorized by the Ohio Rules of Civil Procedure, and may enforce the right to such discovery in the manner provided by said Rules and/or by the Ohio Arbitration law.

13.ASSIGNMENT. This Agreement shall inure to the benefit of, and shall be binding upon and enforceable by the Company and its successors and assigns. “Successors and assigns” shall mean, in the case of the Company, any successor to the Company’s business or assets, whether pursuant to a merger, consolidation, sale or other transfer of securities or assets, including any Change of Control. The Company shall require any successor or assign, by agreement in form and substance reasonably satisfactory to Executive, to expressly assume and agree to perform this Agreement in the same manner and to same extent that the Company would be required to perform if no such succession or assignment had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession or assignment shall be a breach of this Agreement and shall entitle Executive to receive from the Company prior to the Change in Control becoming effective the Change in Control Payment and compensation from the Company pursuant to Section 7.5 as if Executive terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession or assignment becomes effective shall be deemed the date of termination; provided, however, that it is further agreed that upon such assumption and agreement prior to the effectiveness of any such succession or assignment, this Agreement shall remain in full force and effect, binding upon Executive and such successor, with each reference herein to the Company being deemed to mean such successor or assignee. Nothing in this Section 13 shall constitute an agreement by the Executive to a novation of this Agreement upon a succession or assignment. This Agreement shall inure to the benefit of, and shall be binding upon and enforceable by, the Executive. Executive shall not assign this Agreement without the prior written consent of the Company.

14.INDEMNIFICATION. The Company represents and warrants that the Executive shall be entitled to the benefits of the indemnification provisions contained in the Certificate of Incorporation of the Company or in any separate Indemnification Agreement that may be entered into by and between the Company and Executive with respect to the Executive’s activities as an executive officer, director, and/or employee (i) of the Company or any subsidiary thereof, or (ii) at the request of the Company, of any other entity.

15.NOTICE. Any notice required to be given under the terms of this Agreement shall be in writing, and mailed to the recipient’s last known address or delivered in person. If sent by registered or certified mail, such notice shall be effective on the date of the first attempted delivery thereof; otherwise, it shall be effective upon delivery.

16.KEY MAN INSURANCE. Executive agrees that, during the Term, the Company may at any time and for the Company’s own benefit, apply for and take out life, health, accident, and/or other insurance covering Executive either independently or together with others in any amount which the Company deems to be in its best interests and the Company may maintain any existing insurance policies on the life of Executive owned by the Company. The Company shall own all rights in any such insurance policies and in the cash values and proceeds thereof and, except as otherwise provided, Executive shall not have any right, title or interest therein. Executive agrees to assist the Company at the Company’s expense in obtaining any such insurance by, among other things, submitting to the customary examinations and correctly preparing, signing and delivering such applications and other documents as may be required by insurers.

17.ENTIRE AGREEMENT; AMENDMENTS; WAIVERS. This Agreement and the agreements referenced herein contain the entire agreement between the parties hereto with respect to the subject matter hereof and replaces or supersedes any previous agreement on such subject matter, provided, however, that nothing in this Agreement shall affect Executive’s right to receive payments or other benefits to which he is entitled under the Prior Agreement. It may not be changed orally, but only by agreement, in writing, signed by each of the parties hereto. The terms or covenants of this Agreement may be waived only by a written instrument specifically referring to this Agreement, executed by the party waiving compliance. If any party fails to take action for any violation of this Agreement, such failure shall not constitute a waiver or estoppel as to said violation, but it shall have the right to enforce or take such

action for any prior violation or future violation without being subjected to the defense of waiver or estoppel.

18.HEADINGS. The headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

19.COUNTERPARTS. This Agreement may be executed in multiple counterparts each of which shall be deemed an original but all of which together shall constitute one and the same document.

20.GENDER; NUMBER. The use of the masculine, feminine or neuter pronoun shall not be restrictive as to gender, and the use of the singular or plural shall not be restrictive as to number, and shall be interpreted in all cases as the context may require.

21.SEVERABILITY. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms and provisions of this Agreement in any other jurisdiction.

22.GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio without giving effect to the conflict of law provisions thereof.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

CTPARTNERS EXECUTIVE SEARCH LLC

__________________________________________

By: Brian M. Sullivan, Chief Executive Officer

Its: Chief Executive Officer

EXECUTIVE

David Nocifora

XML

Basis of Presentation and Significant Accounting Policies Redeemable Noncontrolling Interest (Details)	May 02, 2013
Redeemable Noncontrolling Interest [Line Items]
Ownership Percentage, Right to Call Remaining Interest	49.00%
Augmentum [Member]
Redeemable Noncontrolling Interest [Line Items]
Controlling Interest, Ownership Percentage by Parent	51.00%
Augmentum [Member]
Redeemable Noncontrolling Interest [Line Items]
Ownership Percentage, Shareholders Right to Put Remaining Interest for Limited Amount of Time	49.00%

XML

Goodwill and Intangible Assets (Details 1) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Summary of estimated aggregate future amortization expense
2014	$ 516
2015	443
2016	425
2017	415
2018	415
Thereafter	1,464
Net Carrying Amount	$ 3,678	$ 2,822

XML

Acquisition (Latin America) (Details) (USD $) In Thousands, unless otherwise specified					0 Months Ended	12 Months Ended	0 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Oct. 10, 2012	Dec. 31, 2011	Jan. 02, 2012 Ctpartners Latin America Inc [Member]	Dec. 31, 2012 Ctpartners Latin America Inc [Member]	Jan. 02, 2012 Ctpartners Latin America Inc [Member] Customer Relationships [Member]	Jan. 02, 2012 Ctpartners Latin America Inc [Member] Developed Technology Rights [Member]	Jan. 02, 2012 Ctpartners Latin America Inc [Member] Seller Financed Acquisition [Member]
Business Acquisition [Line Items]
Cash									$ 5,250
Seller note payable					4,987
Post combination compensation					(7,190)
Total					3,047
Property and equipment					132
Intangible assets			776		2,700
Total identifiable net assets acquired					2,832
Goodwill	5,811	215		0	215
Total fair value of assets acquired and liabilities assumed					3,047
Amount							2,480	220
Useful Life					10 years		10 years	10 years
Total Revenues						13,398
Net Loss						(2,164)
Total Revenues						132,915
Net Loss						$ (82)

XML

Income Taxes Income Taxes, Provision from (Benefit for) Income Taxes (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Current
Federal	$ 1,061	$ 1,131
State and local	114	136
Deferred
Federal	(2,247)	(2,887)
State and local	(43)	(60)
Total benefit for income taxes	$ (1,115)	$ (1,680)

XML

Long-Term Debt Line of Credit - Textual (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Debt Instrument [Line Items]
Letters of Credit Outstanding, Amount		$ 3,300,000
Line of Credit Facility, Remaining Borrowing Capacity	14,000,000
Line of Credit [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	14,000,000
Debt Instrument, Basis Spread on Variable Rate	3.25%
Line of Credit Facility, Interest Rate During Period	3.414%
Line of Credit Facility, Amount Outstanding	0	0
Letters of Credit Outstanding, Amount	3,300,000
Line of Credit Facility, Remaining Borrowing Capacity		$ 10,000,000

XML

Acquisition (Cheverny CEO Search, S.A.) (Details) (USD $)	0 Months Ended	12 Months Ended
	Oct. 10, 2012	Dec. 31, 2013	Dec. 31, 2012	Jan. 02, 2012
Recognized amounts of identifiable assets acquired:
Intangible assets	$ 776,000
Cheverny CEO Search, S.A. [Member]
Summary of fair value of the consideration paid and assets acquired at the acquisition date
Business acquisition installments due on non-interest seller note in year one	500,000
Business acquisition installments due on non-interest seller note in year two				500,000
Business Combination, Contingent Consideration Arrangements, Expense Recognized During Period			200,000
Business Acquisition, Non-recurring Expense		800,000
Weighted-average discount rate	16.00%
Consideration:
Cash	517,000
Seller note payable	1,035,000
Post combination compensation	(1,035,000)
Total	517,000
Recognized amounts of identifiable assets acquired:
Trademarks	373,000
Intangible assets	403,000
Gain on bargain purchase of a business	(258,000)
Total identifiable net assets acquired	776,000
Total fair value of assets acquired and liabilities assumed	518,000
Customer Relationships [Member] | Cheverny CEO Search, S.A. [Member]
Recognized amounts of identifiable assets acquired:
Amount	403,000
Useful Life	10 years
Trademarks [Member]
Recognized amounts of identifiable assets acquired:
Trademarks	$ 373,000

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Reorganization (Tables)

12 Months Ended

Dec. 31, 2013

Restructuring and Related Activities [Abstract]

Reorganization charges by geographic location

Reorganization charges by geographic location were as follows:

	Year Ended December 31, 2013		Year Ended December 31, 2012
North America	$	471	$	207
EMEA	281		757
Asia Pacific	$	30	$	—
Total	$	782	$	964

The following table summarizes the major components of the reorganization charge: 

	Year Ended December 31, 2013		Year Ended December 31, 2012
Severance and other employee related costs	$	553	$	1,111
Foreign currency translation	86		(147		)
General and administrative costs	$	143	$	—
Total	$	782	$	964

Major components of reorganization charge

Changes in reorganization reserves related to the restructuring plan described above for the years ended December 31, 2013 and 2012, are as follows:

	Severance and other employee related costs
Balance at December 31, 2011	$	—
Reorganization charges	1,111
Cash payments	(451		)
Non-cash charges	(507		)
Balance at December 31, 2012	$	153
Reorganization charges	$	782
Cash payments	$	(728	)
Non-cash charges	$	(48	)
Balance at December 31, 2013	159

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Enterprise Geographic Concentrations (Details 1) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-Lived Assets	$ 59,185	$ 57,065
Goodwill and other intangible assets, net	9,557	3,410
North America [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-Lived Assets	34,006	20,344
EMEA [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-Lived Assets	13,979	12,881
Goodwill and other intangible assets, net	7,004	517
Asia Pacific [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-Lived Assets	3,562	5,610
Latin America [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-Lived Assets	6,322	17,417
Goodwill and other intangible assets, net	2,553	2,893
Global Operations Support [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-Lived Assets	$ 1,316	$ 813

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Long-Term Debt Maturities of Long Term Debt (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Debt Disclosure [Abstract]
2014	$ 4,762
2015	1,191
2016	104
Notes Payable	$ 6,057	$ 6,674

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Reorganization (Details 2) (Severance and Other Employee Related [Member], USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Severance and Other Employee Related [Member]
Restructuring Reserve [Roll Forward]
Reorganization reserve, beginning balance	$ 153	$ 0
Reorganization charges	782	1,111
Cash payments	(728)	(451)
Non-cash charges	(48)	(507)
Reorganization reserve, ending balance	$ 159	$ 153

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Subsequent Events (Details) (Subsequent Event [Member], J. Johnson Executive Search [Member], USD $) In Thousands, unless otherwise specified	0 Months Ended
	Mar. 03, 2014
Subsequent Event [Member] | J. Johnson Executive Search [Member]
Subsequent Event [Line Items]
Payments to Acquire Businesses, Gross	$ 2,400
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Period	3 years

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Income Taxes Income Taxes, Reconciliation of Benefit (Provision) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Income Tax Disclosure [Abstract]
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate		34.00%
Income tax benefit at the statutory U.S. federal rate	$ (981)	$ (1,790)
State tax provision, net of federal tax benefit	75	118
Tax effect of permanent tax differences	(51)	(44)
Other	(158)	36
Total benefit for income taxes	$ (1,115)	$ (1,680)

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Leasehold Improvements and Equipment (Tables)

12 Months Ended

Dec. 31, 2013

Property, Plant and Equipment [Abstract]

Leasehold improvements and equipment

Depreciation is provided using the straight-line method over the useful life of equipment, or in the case of leasehold improvements, the shorter of the life of the improvement or the length of the lease as follows:

Leasehold improvements	3-10 years
Office furniture, fixtures and equipment	5-7 years
Computer equipment and software	3-5 years

The components of the leasehold improvements and equipment at December 31 are as follows:

	2013			2012
Leasehold improvements	$	3,222		$	3,301
Office furniture, fixtures and equipment	3,050			2,734
Computer equipment and software	6,066			4,397
	12,338			10,432
Accumulated depreciation and amortization	(8,189		)	(6,959		)
	$	4,149		$	3,473

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Leasehold Improvements and Equipment (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Leasehold improvements and equipment
Property, plant and equipment, gross	$ 12,338	$ 10,432
Accumulated depreciation and amortization	(8,189)	(6,959)
Leasehold Improvements and Equipment, net	4,149	3,473
Depreciation	1,982	1,313
Leasehold improvements [Member]
Leasehold improvements and equipment
Property, plant and equipment, gross	3,222	3,301
Depreciation	1,400	1,300
Furniture, Fixtures and Equipment [Member]
Leasehold improvements and equipment
Property, plant and equipment, gross	3,050	2,734
Computer equipment and software [Member]
Leasehold improvements and equipment
Property, plant and equipment, gross	$ 6,066	$ 4,397

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Acquisition (Augmentum Assets and Liabilities Acquired) (Details) (Augmentum [Member], USD $) In Thousands, unless otherwise specified	0 Months Ended
	May 02, 2013
Augmentum [Member]
Business Acquisition [Line Items]
Payments to Acquire Businesses, Gross	$ 1,500
Seller note payable for contingent consideration	2,490
Business Combination, Consideration Transferred, Total	3,990
Fair value of redeemable noncontrolling interest	3,849
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net	$ 7,839

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Reorganization (Details 1) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Restructuring Cost and Reserve [Line Items]
Reorganization charges	$ 782	$ 964
North America [Member]
Restructuring Cost and Reserve [Line Items]
Reorganization charges	471	207
EMEA [Member]
Restructuring Cost and Reserve [Line Items]
Reorganization charges	281	757
Asia Pacific [Member]
Restructuring Cost and Reserve [Line Items]
Reorganization charges	$ 30	$ 0

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Basis of Presentation and Significant Accounting Policies Financial Instruments (Details) (Ctpartners Latin America Inc [Member])	Dec. 31, 2013 note
Ctpartners Latin America Inc [Member]
Business Acquisition [Line Items]
Number of Notes Payable	2

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Goodwill and Intangible Assets (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended		12 Months Ended			12 Months Ended		12 Months Ended
	Dec. 31, 2012	Dec. 31, 2013	Dec. 31, 2013 Trade Names [Member]	Dec. 31, 2013 Developed technology [Member]	Dec. 31, 2012 Developed technology [Member]	Dec. 31, 2013 Customer relationships [Member]	Dec. 31, 2012 Customer relationships [Member]	Dec. 31, 2012 Noncompete Agreements [Member]
Summary of intangible assets
Amortizable Lives	10 years		10 years	1 year		10 years		3 years
Gross Carrying Amount	$ 3,103	$ 4,494	$ 275	$ 1,095	$ 220	$ 3,040	$ 2,883	$ 84
Accumulated Amortization	281	816	144	101	22	553	259	18
Net Carrying Amount	2,822	3,678	131	994	198	2,487	2,624	66
Carrying Amount	373	68
Intangibles, net	$ 3,195	$ 3,746

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Basic and Diluted Earnings Per Share (Details) (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012
Numerator
Net loss attributable to the Company	$ (1,632)		$ (3,584)
Denominator
Basic and diluted weighted average common shares (in shares)	7,055,734		7,087,769
Effect of stock options and restricted stock (1) (in shares)	0	[1]	0	[1]
Diluted weighted-average common shares (in shares)	7,055,734		7,087,769
Basic loss per common share (in dollars per share)	$ (0.23)		$ (0.51)
Diluted loss per common share (in dollars per share)	$ (0.23)		$ (0.51)

[1] For the year ended December 31, 2012, 133,337 restricted shares and 102,500 stock options are excluded as they are anti-dilutive to the net loss per common share.

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Share-Based Compensation, Recapture (Details) (USD $)	12 Months Ended
	Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding on December 31, 2012	102,500
Granted	94,100
Expiration of recapture provision	0
Forfeited	(1,000)
Outstanding on December 31, 2013	195,600
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward]
Outstanding on December 31, 2012	$ 5.35
Granted	$ 3.25
Expiration of recapture provision	$ 0.00
Forfeited	$ 0.00
Outstanding on December 31, 2013	$ 4.34
Common Stock Subject to Recapture [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding on December 31, 2012	0
Granted	7,019
Expiration of recapture provision	0
Forfeited	0
Outstanding on December 31, 2013	7,019
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward]
Outstanding on December 31, 2012	$ 0.00
Granted	$ 4.70
Expiration of recapture provision	$ 0.00
Forfeited	$ 0.00
Outstanding on December 31, 2013	$ 4.70

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Acquisition (Latin America Narrative) (Details) (USD $)	12 Months Ended			0 Months Ended	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2013	Dec. 31, 2011	Jan. 02, 2012 CTPartners Latin America Inc. [Member]	Dec. 31, 2013 CTPartners Latin America Inc. [Member]	Dec. 31, 2012 CTPartners Latin America Inc. [Member]	Jan. 02, 2012 CTPartners Latin America Inc. [Member] Seller Financed Acquisition [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Business Acquisition, Cost of Acquired Entity, Purchase Price				$ 10,200,000
Cash							5,250,000
Liabilities, Fair Value Adjustment				300,000
Business acquisition installments due on non-interest seller note in year one				2,600,000
Business acquisition installments due on non-interest seller note in year two				2,600,000
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High				(7,200,000)
Business Combination, Contingent Consideration Arrangements, Requisite Service Period				36 months
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net				3,000,000
Business Combination, Contingent Consideration Arrangements, Expense Recognized During Period						6,100,000
Business Combination, Contingent Consideration Arrangements, Termination of Employment Contingencies					1,100,000
Goodwill	215,000	5,811,000	0	215,000
Fair Value Inputs, Discount Rate						18.90%
Useful Life				10 years
Acquisition Costs Excluded from Pro Forma Net Income (Loss)	100,000
Business Acquisition, Pro Forma Post Combination Expense						4,000,000
Business Acquisition, Pro Forma Post Combination Amortization						$ 600,000

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Acquisition

12 Months Ended

Dec. 31, 2013

Business Combinations [Abstract]

Acquisition

Acquisitions

Taylor Executive Consultancy Latam S. de R.L.

On November 5, 2013, the Company acquired Taylor executive Consultancy Latam S. de R.L. ("Taylor Consultancy"), a Mexico-based executive search firm. The purchase price consists of $0.2 million of initial cash payment, and a contingent consideration based on certain revenue targets, ranging from zero to $0.7 million. As a result, the Company recorded $0.1 million, representing the fair value of contingent consideration. As part of purchase price allocation, the Company recorded $0.1 million of identifiable intangible assets, and $0.2 million of goodwill. The acquisition is not considered material, and therefore, pro-forma information has not been presented.

Augmentum Consulting, Ltd.

On May 2, 2013, the Company acquired a 51% controlling ownership interest in Augmentum Consulting, Ltd. ("Augmentum"), a London based search firm. This acquisition complements CTPartners' existing UK business in a variety of practice areas, provides increased competitive advantage and enhances growth opportunity.

The Company paid $1.5 million in cash on the acquisition date, recorded a seller note payable valued at $2.5 million, payable in two installments on August 31, 2014 and 2015, and a redeemable noncontrolling interest of $3.8 million. The aggregate maximum purchase price may be adjusted based on certain revenue targets over 3 years, not to exceed $8.6 million in total.

The following table summarizes the fair values of the consideration transferred, assets acquired and liabilities assumed, at acquisition date:

Fair value of consideration transferred:
Cash	$	1,500
Seller note payable for contingent consideration	2,490
Total	3,990
Fair value of redeemable noncontrolling interest	3,849
	$	7,839

Recognized amounts of identifiable assets acquired and liabilities assumed
Cash	$	667
Accounts receivable	2,044
Other assets	96
Trade names and trademarks	204
Database content	835
Customer relationships	474
Non-competition agreements	79
Property and equipment	43
Accounts payable and accrued expenses	(1,725		)
Total identifiable net assets	2,717
Goodwill	5,122
Total fair value of assets acquired and liabilities assumed	$	7,839

The weighted average useful life of total amortizable intangible assets acquired is 8.5 years.

The acquisition of Augmentum includes a contingent consideration arrangement, that allows for adjustment of payments based upon achievement of certain revenue targets over the next three years. The range of undiscounted amounts that the Company could pay for the contingent part of its 51% controlling ownership interest is between zero and $2.9 million, denominated in British pounds and translated at the rate in effect at the end of reporting period.

The Company has the right to call the remaining 49% interest in Augmentum after August 2, 2014, and Augmentum shareholders have the right to put the remaining 49% interest after September 1, 2014 if the call option has not been exercised, at a pre-determined price, adjustable based on Augmentum's performance. The put option expires on September 12, 2014, if not exercised, and the call option continues to exist indefinitely. The purchase price for the non-controlling interest is determined based on the same formula as contingent consideration, with maximum amount payable of $4.3 million, denominated in British pounds and translated at the rate in effect at the end of the reporting period. As of December 31, 2013, the redemption value of non-controlling interest was $4.1 million.

Activity related to the noncontrolling redeemable interest is as follows:

Beginning balance on January 1, 2013	$	—
Noncontrolling redeemable interest recorded in acquisition of Augmentum	3,765
Net loss attributable to noncontrolling redeemable interest	(138		)
Redemption value adjustment	138
Foreign currency	323
Ending balance on December 31, 2013	$	4,088

The fair value of contingent consideration and the fair value of noncontrolling interest, including the value of the put and the call options, is contingent upon the acquired business revenues, and was estimated through the use of the Monte Carlo model. These fair value measurements are based on significant inputs not observable in the market and thus represent a Level 3 measurement. These fair value measurements are based on (i) an assumed revenue forecast, (ii) an assumed discount rate of 6.5%, and (iii) assumed market volatility rate range of 10%-12.5% based on the volatility data for companies similar to Augmentum. The fair value of the note payable for contingent consideration recognized on the acquisition date was $2.5 million, and the fair value of the redeemable noncontrolling interest was $3.8 million. There have been no changes in the assumptions used in the valuing of the contingent consideration and the redeemable noncontrolling interest.

The fair value of identifiable intangible assets was measured based upon significant inputs that were not observable in the market, and therefore are classified as Level 3. The key assumptions include (i) management's projection of future cash flows based upon past experience and future expectations, and (ii) an assumed discount rate of 18.5%.

The goodwill of $5.1 million is attributable to the workforce of the acquired business and the synergies expected to arise in connection with the acquisition. The goodwill relating to the Company's acquisition of Augmentum is fully deductible for United States federal income tax purposes.

The Company incurred acquisition related costs of $0.7 million for the twelve months ended December 31, 2013, which were recorded as general and administrative expenses in the consolidated statements of operations.

Total revenues and net income attributable to the acquisition, since the acquisition date, included in the consolidated statement of operations for the twelve months ended December 31, 2013, are as follows:

	Twelve Months Ended December 31, 2013
Total Revenues	$	3,288
Net Loss	$	(282	)

Pro forma unaudited total revenues and net income/(loss) of the combined entity had the acquisition occurred on January 1, 2012 are presented in the following table. This pro forma information is presented for informational purposes only and is not necessarily indicative of what our actual results of operations would have been had the acquisition occurred at such time.

	Twelve months ended December 31
	20131			20122
Total Revenues	$	136,315		$	138,855
Net Loss	$	(1,825	)	$	(3,815	)

¹ Pro forma net loss for the twelve months ended December 31, 2013 is adjusted to include $0.1 million of amortization expense, and to exclude $0.7 million of acquisition costs.

² Pro forma net loss for the twelve months ended December 31, 2012 is adjusted to include $0.8 million of amortization expense, and to exclude $0.7 million of acquisition costs and $0.2 million of miscellaneous gain.

Cheverny CEO Search, S.A.

On October 10, 2012, the Company completed an acquisition of Cheverny CEO Search, S.A., a Paris, France based search firm focused on executive recruiting. The first payment of $0.5 million was made in cash on the acquisition date, and a non-interest bearing seller note was issued for the remainder. The note was recorded at fair value of $1.0 million. The note is payable in two installments of $0.5 million each on July 12, 2013 and July 12, 2014. A portion of the total purchase price was contingent upon the continued employment of the acquiree. Therefore, the contingent portion of the purchase price is accounted for as compensation for post-combination services, recognized over the requisite service period using the graded-vesting method. Post-combination compensation expense of $0.2 million is included in the results of operations for the year ended December 31, 2012. During the quarter ending March 31, 2013, the Company modified the terms of the Cheverny CEO Search, S.A. acquisition agreement, terminating all employment contingencies. As a result of the amendment, the Company recognized remaining post combination compensation and incurred a non-recurring charge of $0.8 million relating to Cheverny CEO Search, S.A. post-combination compensation in the first quarter of 2013. The charge is included in compensation and benefits expenses in the consolidated statement of operations for the twelve months ended December 31, 2013.

The table below summarizes fair value of the consideration paid and assets acquired at the acquisition date. The acquisition is not considered material to the Company, and, therefore, pro-forma information has not been presented.

Consideration:
Cash	$	517
Seller note payable	1,035
Deferred post-combination compensation	(1,035		)
	$	517
Recognized amounts of identifiable assets acquired:
Trademarks	$	373
Intangible assets	403
Total identifiable net assets acquired	776
Gain on bargain purchase of a business	(258		)
	$	518

The fair value of the identifiable intangible assets was measured based upon significant inputs that were not observable in the market, and therefore are classified as Level 3. Key assumptions included in determination of fair value are (a) management’s projections of future cash flows based upon past experience and future expectations and (b) a weighted-average discount rate of 16%.

The fair value assigned to identifiable intangible assets and their useful lives at the acquisition date is as follows:

	Amount		Useful Life
Customer relationships	$	403	10 years
Trademarks	373		Indefinite
	$	776

Latin America

Effective January 2, 2012, the Company completed its acquisition of stock of the direct and indirect subsidiaries of CTPartners Latin America Inc., its independently-owned licensee that had been operating under the name of CTPartners in Latin America for the past five years. The Company’s Latin America offices are in Brazil, Chile, Colombia, Mexico, Panama, Peru, and Venezuela. The Company believes the acquisition further strengthens its brand in Latin America by making the Company a more attractive platform for our local, regional and global clients looking to invest in the region, and for attracting and retaining talented employees. The results of the Company’s Latin America offices have been included in the consolidated financial statements since that date.

The assets acquired were recorded at fair value. The aggregate purchase price in the agreement was $10.2 million which was paid in cash and the issuance of a non-interest bearing seller note for $5.3 million. The note has been discounted by the Company in the amount of $0.3 million to reflect fair value of the note. This amount is due in equal installments of $2.6 million each on January 2, 2013 and January 2, 2014 respectively. A portion of the total purchase price was contingent upon the continued employment of certain key employees. The purchase agreement provided that the selling shareholders were required to repay to the company up to the aggregate amount of $7.2 million if their employment terminated prior to the 36-month anniversary of the closing of the transaction. Therefore, the contingent portion of the purchase price was accounted for as compensation for post-combination services, and recognized over three years using the graded-vesting method. After accounting for a portion of the purchase price as post-combination compensation, the fair value of the consideration allocation to the assets and liabilities acquired was $3.0 million. Post-combination compensation expense of $6.1 million was included in the results of operations for the year ended December 31, 2012.

During the quarter ending March 31, 2013, the Company modified the terms of the Latin America acquisition agreement, terminating all employment contingencies. As a result of the amendment, the Company recognized the remaining post-combination compensation expense, and incurred a non-recurring charge of $1.1 million relating to Latin America post-combination compensation in the first quarter of 2013. The charge is included in compensation and benefits expenses in the consolidated statement of operations for the twelve months ended December 31, 2013.

The following table summarizes fair value of the consideration paid and assets acquired at the acquisition date:

Consideration:
Cash	$	5,250
Seller note payable	4,987
Post combination compensation	(7,190		)
	$	3,047
Recognized amounts of identifiable assets acquired:
Leasehold improvements and equipment	$	132
Intangible assets	2,700
Total identifiable net assets acquired	2,832
Goodwill	215
	$	3,047

Goodwill of $0.2 million arising from the acquisition consists mainly of the synergies of an ongoing, retained executive search business which operates as a cooperative group in seven Latin American countries, a consistent brand message, and an experienced, assembled workforce. The goodwill relating to the Company’s Latin America reporting unit is fully deductible for United States federal income tax purposes.

The fair value of the identifiable intangible assets was measured based upon significant inputs that were not observable in the market, and therefore are classified as Level 3. The fair value was provided by an independent valuation firm; key assumptions included (a) management’s projections of future cash flows based upon past experience and future expectations and (b) a weighted-average discount rate of 18.9%.

The fair value assigned to identifiable intangible assets and their useful lives at the acquisition date is as follows:

	Amount		Useful Life
Customer relationships	$	2,480	10 years
Developed technology	220		10 years
	$	2,700

The weighted-average useful life of total amortizable intangible assets acquired is 10 years.

The total revenues and net loss attributable to the acquisition, since the acquisition date, included in the consolidated statements of operations for the twelve months ended December 31, 2012, are as follows:

	Year Ended December 31, 2012
Total Revenues	$	13,398
Net Loss	$	(2,164	)

The amounts of revenue and net income related to the acquisition that are included in the consolidated statements of operations and the pro forma financial information as if the acquisition had occurred on January 1, 2011, are presented in the following table. This pro forma information is presented for informational purposes only and is not necessarily indicative of what our actual results of operations would have been had the acquisitions occurred at such time.

Pro forma unaudited total revenues and net loss of the combined entity had the acquisition date been January 1, 2011, are as follows:

	Year Ended December 31, 2012
Total Revenues	$	132,915
Net Loss	$	(82	)

Pro forma net loss for the year ended December 31, 2012 excludes acquisition costs of $0.1 million, net of tax, post-combination compensation cost amortization of $4.0 million, net of tax, and includes post-combination compensation amortization of $0.6 million, net of tax.

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Share-Based Compensation, Options (Details) (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding on December 31, 2012	102,500
Granted	94,100
Exercised	0
Expired	0
Forfeited	(1,000)
Outstanding on December 31, 2013	195,600	102,500
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward]
Outstanding on December 31, 2012	$ 5.35
Granted	$ 3.25
Exercised	$ 0.00
Expired	$ 0.00
Forfeited	$ 0.00
Outstanding on December 31, 2013	$ 4.34	$ 5.35
Exercisable on December 31, 2013	67,667
Exercisable on December 31, 2013	$ 5.35
Weighted Average Remaining Contractual Term, Beginning Balance	8 years 7 months 6 days	7 years 10 months 24 days
Granted	9 years 3 months 18 days
Weighted Average Remaining Contractual Term, Ending Balance	8 years 7 months 6 days	7 years 10 months 24 days
Aggregate Intrinsic Value, Beginning Balance	$ 26
Granted	221
Aggregate Intrinsic Value, Ending Balance	247	26
Aggregate Intrinsic Value, Exercisable	$ 0

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Acquisition (Augmentum Identifiable Assets Acquired and Liabilities Assumed) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	May 02, 2013 Augmentum [Member]	May 02, 2013 Trademarks and Trade Names [Member] Augmentum [Member]	May 02, 2013 Database Rights [Member] Augmentum [Member]	May 02, 2013 Customer Relationships [Member] Augmentum [Member]	May 02, 2013 Noncompete Agreements [Member] Augmentum [Member]
Business Acquisition [Line Items]
Cash				$ 667
Accounts receivable				2,044
Other assets				96
Intangible assets					204	835	474	79
Property and equipment				43
Customer relationships				(1,725)
Total identifiable net assets				2,717
Goodwill	5,811	215	0	5,122
Total fair value of assets acquired and liabilities assumed				$ 7,839

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Share-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Non-Vested Common Stock

A summary of the Company’s common stock subject to vesting provisions as of December 31, 2013, is presented below:

	Common		Weighted- Average Grant-Date
Non-Vested Common Stock	Stock		Fair Value
Non-vested common stock at December 31, 2012	94,188		$	11.52
Granted	235,621		$	3.09
Vested	(100,086	)	$	9.18
Forfeited	(2,564	)	$	13.00
Non-vested common stock at December 31, 2013	227,159		$	5.11

Schedule of Share-based Compensation, Stock Options Subject to Recapture, Activity

A summary of the Company's common stock subject to recapture provisions as of December 31, 2013 is presented below:

	Common	Weighted- Average Grant-Date
Common Stock Subject to Recapture	Stock	Fair Value
Non-vested common stock at December 31, 2012	—	$	—
Granted	7,019	$	4.70
Expiration of recapture provision	—	$	—
Forfeited	—	$	—
Common stock subject to recapture at December 31, 2013	7,019	$	4.70

Non-qualified stock option activity

A summary of the Company’s non-qualified stock option activity for the year ended December 31, 2013, is presented below:

	Number of Non- qualified Stock Options		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding on December 31, 2012	102,500		$	5.35	7.9	$	26
Granted	94,100		3.25		9.3	221
Exercised	—		—		—	—
Expired	—		—		—	—
Forfeited	(1,000	)	—		—	—
Outstanding on December 31, 2013	195,600		4.34		8.6	$	247
Exercisable on December 31, 2013	67,667		$	5.35	—	$	—

A summary of the Company's employee stock purchase program as of December 31, 2013 is presented below:

	Common		Weighted- Average Grant-Date
Employee Stock Purchase Program	Stock		Fair Value
Non-vested common stock at December 31, 2012	73,406		$	5.11
Granted	79,490		$	3.46
Vested	(24,467	)	$	5.11
Forfeited	—		$	—
Non-vested common stock at December 31, 2013	128,429		$	4.09

Schedule of Weighted Average Grant Date Fair Value, Total Grant Date Fair Value, and Intrinsic Value

As of December 31, 2013, there was $0.2 million of unrecognized compensation expense related to unvested non-qualified stock options, which is expected to be recognized over a weighted average of 1.7 years.

	Year Ended December 31, 2013
Weighted average grant date fair value of stock options granted	$	3.25
Total grant date fair value of stock options vested	—
Total intrinsic value of stock options exercised	—

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

The fair value of each option grant is estimated on the date of grant using the Black-Scholes valuation model with the following assumptions.

	Year Ended December 31,  2013
Expected life (in years)	6.00
Risk-free interest rate	0.93	%
Expected volatility	47.25	%
Expected dividend yield	—

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Commitments (Tables)

12 Months Ended

Dec. 31, 2013

Commitments Disclosure [Abstract]

Schedule of future minimum payments due

Future annual required payments as of December 31, 2013, are as follows:

	Office Space
2014	$	8,408
2015	7,654
2016	6,108
2017	4,750
2018	2,251
Thereafter	6,749
	$	35,920

Schedule of rent expense

Rent expense is included in the general and administrative expenses in the accompanying consolidated statements of operations and is summarized as follows:

	Year ended December 31, 2013		Year ended December 31, 2012
Rent expense	$	8,277	$	9,899

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Long Term Debt Notes Payable (Details) (USD $)						12 Months Ended						12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013 Seller Financed Acquisition [Member]	Dec. 31, 2012 Seller Financed Acquisition [Member]	May 02, 2013 Augmentum [Member] installment_payment	Dec. 31, 2013 Augmentum [Member] Seller Financed Acquisition [Member] acquisition	Dec. 31, 2012 Ctpartners Latin America Inc [Member] Seller Financed Acquisition [Member] acquisition	Dec. 31, 2013 Ctpartners Latin America Inc [Member] Seller Financed Acquisition [Member]	Jan. 02, 2012 Ctpartners Latin America Inc [Member] Seller Financed Acquisition [Member]	Oct. 10, 2012 Cheverny CEO Search, S.A. [Member]	Dec. 31, 2013 Cheverny CEO Search, S.A. [Member] Seller Financed Acquisition [Member]	Dec. 31, 2012 Convertible Notes Payable [Member]	Dec. 31, 2013 Capital Units [Member]	Dec. 31, 2012 Capital Units [Member]	Dec. 31, 2013 Notes Payable, Other Payables [Member]	Dec. 31, 2012 Notes Payable, Other Payables [Member]
Debt Instrument [Line Items]
Notes Payable	$ 6,057,000	$ 6,674,000	$ 5,637,000	$ 6,204,000									$ 310,000	$ 470,000	$ 110,000	$ 0
Less current portion of long-term debt	4,762,000	3,186,000
Notes Payable, long-term	1,295,000	3,488,000
Payment Period												5 years
Interest Rate, Minimum												2.66%
Interest Rate, Maximum												5.00%
Number of Businesses Acquired						2	2
Business Acquisition, Cost of Acquired Entity, Amount Outstanding						2,400,000		2,600,000			500,000
Business Acquisition, Carrying Value of Note Preceding Acquisition											1,100,000
Business Acquisition, Number of Installment Payments					2
Notes Payable, Fair Value Disclosure			100,000
Business Acquisition, Cost of Acquired Entity, Cash Paid									$ 5,250,000	$ 517,000

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Acquisition (Augmentum Redeemable Noncontrolling Interest) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Redeemable Noncontrolling Interest [Roll Forward]
Beginning balance on January 1, 2013	$ 0
Net loss attributable to redeemable noncontrolling interest	138	0
Redemption value adjustment	4,088	0
Augmentum [Member]
Redeemable Noncontrolling Interest [Roll Forward]
Beginning balance on January 1, 2013	0
Noncontrolling redeemable interest recorded in acquisition of Augmentum	3,765
Net loss attributable to redeemable noncontrolling interest	(138)
Redemption value adjustment	138
Foreign currency	323
Redemption value adjustment	$ 4,088

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Basic and Diluted Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2013

Earnings Per Share [Abstract]

Reconciliation of the amounts used in the basic and diluted earnings per share

A reconciliation of the amounts used in the basic and diluted earnings per share computation is shown in the following table.

	Year Ended December 31
	2013			2012
Numerator
Net loss attributable to the Company	(1,632		)	$	(3,584	)
Denominator
Basic weighted-average common shares	7,055,734			7,087,769
Effect of stock options and restricted stock (1)	—			—
Diluted weighted-average common shares	7,055,734			7,087,769
Basic loss per common share	$	(0.23	)	$	(0.51	)
Diluted loss per common share	$	(0.23	)	$	(0.51	)

(1) For the year ended December 31, 2013, 296,732 restricted shares and 133,923 stock options are excluded from the calculation. For the year ended December 31, 2012, 133,337 restricted shares and 102,500 stock options are excluded as they are anti-dilutive to the net loss per common share.

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2013

Income Tax Disclosure [Abstract]

Deferred tax classification

Significant components of the Company’s deferred income taxes consist of the following:

	December 31, 2013			December 31, 2012
Deferred tax assets:
Accounts payable and accrued expenses	$	4,147		$	2,476
Accounts receivable (net)	573			437
Foreign tax credits	932			747
Share-based compensation	617			457
Goodwill	2,604			2,896
Foreign currency	806			790
Intangible assets	844			44
Other	—			75
Gross deferred tax assets	10,523			7,922
Deferred tax liabilities:
Post-combination compensation	—			(704		)
Other current assets	(1,388		)	(735		)
Depreciation	(469		)	(530		)
Gross deferred tax liabilities	(1,857		)	(1,969		)
Net deferred tax asset	$	8,666		$	5,953

The deferred tax amounts have been classified in the December 31, 2013 and 2012 consolidated balance sheets as follows:

	2013		2012
Current assets	$	3,184	$	1,932
Long-term assets	5,482		4,021
	$	8,666	$	5,953

Deferred income taxes

The benefit from income taxes is as follows:

	Year ended December 31, 2013			Year ended December 31, 2012
Current
Federal	$	1,061		$	1,131
State and local	114			136
Deferred
Federal	(2,247		)	(2,887		)
State and local	(43		)	(60		)
Total benefit for income taxes	$	(1,115	)	$	(1,680	)

Income tax rate reconciliation

A reconciliation of the benefit from income taxes for 2013 and 2012 to income taxes at the statutory U.S. federal income tax rate of 34.0% is as follows:

	Year ended December 31, 2013			Year ended December 31, 2012
Income tax benefit at the statutory U.S. federal rate	$	(981	)	$	(1,790	)
State tax provision, net of federal tax benefit	75			118
Tax effect of permanent tax differences	(51		)	(44		)
Other	(158		)	36
	$	(1,115	)	$	(1,680	)

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Basis of Presentation and Significant Accounting Policies

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Basis of Presentation and Significant Accounting Policies

Basis of Presentation and Significant Accounting Policies

Description of Business — CTPartners Executive Search Inc. along with its subsidiaries (collectively, CTPartners or the Company), is a retained executive search firm with global executive search capabilities. The Company operates in North America, Europe and the Middle East (EMEA), Asia Pacific and Latin America.The Company is subject to the rules and regulations of the United States Securities and Exchange Commission (the "SEC"), and the relevant provisions of the Securities Acts of 1933, as amended, and the Securities Exchange Act of 1934, as amended. The Company's common stock trades on the NYSE MKT exchange under the symbol "CTP".

Principles of Consolidation — The accompanying consolidated financial statements of the Company are prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). The consolidated financial statements include the accounts of CTPartners Executive Search Inc. and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

The preparation of financial statements in conformity with GAAP requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Concentration of Risk — The Company maintains balances at financial institutions which may, at times, exceed amounts federally insured in the U.S. and foreign countries. No losses have been incurred on such deposits.

Revenue Recognition — Substantially all revenue is derived from fees for professional services related to executive search services. Revenue before reimbursements of direct expenses (“net revenue”) consists of: retainer fees; indirect expenses billed to clients; supplemental fees (fees contractually due to the Company if the actual compensation of the placed candidate exceeds the estimated compensation on which the retainer fee was based or the client hires other candidates presented by the Company for positions not related to the original search assignment). Retainer fees and indirect expenses from executive search engagements are recognized when earned and realizable, typically over the expected average period of performance in proportion to the estimated effort incurred to fulfill our obligations under the engagements. Any supplemental fees, resulting from actual compensation of the placed candidate exceeding the estimated compensation, are recognized upon the occurrence of the event triggering the payment of a supplemental fee.

Reimbursements — The Company incurs out-of-pocket expenses that are generally reimbursed by its clients, which are accounted for as revenue in its consolidated statements of operations.

Accounts Receivable — The Company extends credit to customers under normal trade agreements. An allowance for doubtful accounts is established based upon several factors, including the age of the Company’s accounts receivable, historic loss experience, specific account analysis, as well as expectations of future collections based upon trends, financial viability of the client, and historic collection experience. The Company also provides a reserve for billing adjustments based upon historical experience.

Leasehold Improvements and Equipment — Depreciation is provided using the straight-line method over the useful life of equipment, or in the case of leasehold improvements, the shorter of the life of the improvement or the length of the lease as follows:

Leasehold improvements	3-10 years
Office furniture, fixtures and equipment	5-7 years
Computer equipment and software	3-5 years

Leasehold improvements and equipment are carried at cost less allowances for depreciation and amortization. Ordinary maintenance and repairs are charged against earnings when incurred. Additions and major repairs are capitalized if they extend the useful life of the related asset.

Deferred Rent — The Company recognizes rent expense on a straight-line basis over the term of the lease. Deferred rent is recognized for the excess of rental expense over rental payments. The portion of deferred rent which will not be recognized into the consolidated statement of operations within one year is included as a long-term liability on the consolidated balance sheets at December 31, 2013, and 2012.

Share-Based Compensation — The Company has an equity incentive plan under which the Board of Directors may grant restricted stock or stock options to employees and consultants. Share based compensation cost is measured on the grant date fair value of the award, and recognized in the financial statements over the requisite service period.

Income Taxes — The Company’s subsidiaries are subject to entity-level income taxes in their respective foreign jurisdictions. For U.S. tax purposes, the Company has made an election to include the income or loss of its global subsidiaries in the consolidated US tax return. CTPartners pays US tax on its worldwide income, reduced by income tax credits for foreign income taxes incurred.

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences, tax credit carryforwards and deferred liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Management evaluated the Company’s tax positions and concluded that the Company had taken no uncertain tax positions that require adjustment to the consolidated financial statements. With few exceptions, the Company is no longer subject to tax examinations by the U.S. federal, state or local tax authorities for years prior to 2010. When and if applicable, potential interest and penalty costs are accrued as incurred, with expenses recognized in general and administrative expenses in the consolidated statement of operations. For non-US locations, the Company is no longer subject to audit examinations prior to 2010, except for the United Kingdom which extends to 2005. When and if applicable, potential interest and penalty costs are accrued as incurred, with expenses recognized in general and administrative expenses in the consolidated statements of operations.

Foreign Currency Translation — The Company generally designates the local currency for all its foreign subsidiaries as the functional currency, except for Venezuela, as discussed below. Accordingly, assets and liabilities of these subsidiaries are translated at the exchange rate in effect at each period. The results of operations are translated at the average monthly rate of exchange. Translation adjustments arising from the use of differing exchange rates from period to period are recorded as part of accumulated other comprehensive income (loss). Gains and losses from transactions denominated in non-functional currency are included in operating results for the period. For 2013 and 2012, net foreign currency gains (losses) included in net loss were :

	Year Ended December 31, 2013			Year Ended December 31, 2012
Net foreign currency gain/(loss)	$	(1,139	)	$	468

Venezuela

As further described in Note 2, effective January 2, 2012, the Company purchased its Latin American licensee, including operations in Venezuela. The economy in Venezuela has had significant inflation in the last several years. At the time of the acquisition, the Venezuelan economy was designated as highly inflationary, and is accounted for pursuant to accounting guidance for highly inflationary economies. Therefore, the U.S. dollar is designated to be the functional currency of our Venezuelan operations, and any gain or loss resulting from foreign currency translation is reflected in the general and administrative expenses in Company's results of operations.

The Venezuelan Central Bank is the only institution through which foreign currency-denominated transactions can be brokered. Under the system known as the Foreign Currency Securities Transactions System (SITME), entities domiciled in Venezuela can buy U.S. dollar-denominated securities only through banks authorized by Venezuelan Central Bank to import goods, services, or capital inputs. SITME imposes volume restrictions on an entity's trading activity, limiting such activity to a maximum amount equivalent of $50,000 per day, not exceeding $350,000 in a calendar month. This limitation is non-cumulative. Given the limited availability of alternative exchange mechanisms in Venezuela, the Company used the published SITME rate to re-measure transactions denominated in Bolivars. In February of 2013, the Venezuelan government eliminated the SITME rate and devalued its currency. As of December 31, 2013, the exchange rate was 6.30 Bolivares per U.S. dollar. During the twelve months ending December 31, 2013, the Company's Venezuelan operations generated 1.96% of consolidated net revenue.

Accumulated Other Comprehensive Loss — The Company’s accumulated other comprehensive (loss), net of tax, is comprised of, and related to, the following:

	December 31, 2013			December 31, 2012
Foreign currency translation adjustments	(1,088		)	(1,170		)
Other	(187		)	(187		)
	$	(1,275	)	$	(1,357	)

Financial Instruments — Cash is stated at cost, which approximates fair market value. The carrying value for account receivables, accounts payable, and other accrued liabilities reasonably approximates fair market value due to the nature of the financial instruments and the short term nature of the item. In 2012, the Company recorded two notes payable to seller in the process of acquiring our Latin America licensee and expanding our French operations by acquiring Cheverny CEO Search, S.A. In 2013, the Company recorded two additional notes payable to seller in connection with acquisition of Augmentum and Taylor Consulting. These notes were recorded at fair value at the time of acquisition.

Fair Value — The Company measures the fair values in accordance with accounting guidance that defines fair value, provides guidance for measuring fair value and requires certain disclosures. The guidance also discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow) and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

• Level 1: Observable inputs such as quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

• Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

• Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.

The inputs used in the fair value measurement should be from the highest level available. In instances where the measurement is based on inputs from different levels of the fair value hierarchy, the fair value measurement will fall within the lowest level input that is significant to the fair value measurement in its entirety.

Goodwill - Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed, if any. The goodwill impairment test compares the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, goodwill of the reporting unit would be considered impaired. To measure the amount of the impairment loss, the implied fair value of a reporting unit's goodwill is compared to the carrying amount of that goodwill. If the carrying amount of a reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss is indicated. The Company conducted its annual goodwill impairment evaluation as of December 1, 2013. For this test, the fair value of the Company's relevant reporting unit is determined using a combination of valuation techniques, including a discounted cash flow methodology. The discounted cash flow approach is dependent on a number of factors, including estimates of future market growth and trends, forecasted revenue and costs, and the appropriate discount rates. The completion of the first step of the goodwill impairment indicated that the fair value of the reporting unit exceeded its carrying amount. The Company further evaluated the period from December 1, 2013 through December 31, 2013 and concluded that there were no indicators of impairment with respect to the Company's goodwill.

Intangible Assets - Intangible assets primarily consist of customer relationships, developed technology and trademarks, and are recorded at their estimated fair value at the date of acquisition. Customer relationships and developed technology are amortized using the straight-line method over their estimated useful lives of 10 years. Certain trademarks are considered indefinite-lived intangible assets, and must be tested for impairment annually, or more frequently if the events or changes in circumstances indicate that the asset might be impaired.During the year ended December 31, 2013, the Company recorded an impairment charge of $0.6 million, relating to intangible assets acquired in Cheverny CEO Search, S.A. business combination.

Redeemable Noncontrolling Interest - On May 2, 2013, the Company acquired a 51% controlling ownership interest in Augmentum. The Company has the right to call the remaining 49% interest, and Augmentum shareholders have the right to put the remaining 49% interest for a limited amount of time after the first anniversary of acquisition, at a pre-determined price, adjustable based on certain revenue targets. The "put" option expires on September 12, 2014, if not exercised, and the call option continues to exist indefinitely. The put option requires the noncontrolling interest to be classified as redeemable, recorded in the mezzanine equity on the Company's consolidated balance sheet, and measured at the greater of estimated redemption value, which approximates fair value, at the end of each reporting period or the historic cost basis. The resulting increases or decreases in the estimated redemption amount are affected by corresponding charges or credits against retained earnings, or in the absence of retained earnings, additional paid in capital. If the put option becomes no longer exercisable, the redeemable noncontrolling interest will be reclassified to noncontrolling interest and included in the permanent equity on the Company's consolidated balance sheet.

Reclassifications — Certain items in the 2012 consolidated financial statements have been reclassified to conform to the 2013 presentation.

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Enterprise Geographic Concentrations (Tables)

12 Months Ended

Dec. 31, 2013

Segment Reporting [Abstract]

Summary of revenue, operating income (loss), depreciation and amortization, and capital expenditures

The revenue and capital expenditures, by region, for the year ended December 31, 2013, and 2012, are as follows:

	Year ended December 31, 2013		Year ended December 31, 2012
Revenue
North America	$	78,140	$	77,559
EMEA	32,610		28,439
Asia Pacific	6,982		8,986
Latin America	12,546		13,398
Net revenue before reimbursable expenses	130,278		128,382
Reimbursable expenses	4,002		4,534
Total	$	134,280	$	132,916

Identifiable assets by geographic concentrations

Identifiable assets by geographic concentrations are as follows:

	December  31, 2013		December  31, 2012
Identifiable Assets
North America	$	34,006	$	20,344
EMEA	13,979		12,881
Asia Pacific	3,562		5,610
Latin America	6,322		17,417
Global Operations Support	1,316		813
Total	$	59,185	$	57,065
Goodwill and other intangible assets, net:
Latin America	$	2,553	$	2,893
EMEA	7,004		517
Total	$	9,557	$	3,410

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Acquisition (Taylor Executive Consultancy Narrative) (Details) (USD $)	Dec. 31, 2013	Dec. 31, 2012	Oct. 10, 2012	Dec. 31, 2011	Nov. 05, 2013 Taylor Executive Consultancy Latam S. de R.L. [Member]
Business Acquisition [Line Items]
Business Acquisition, Cost of Acquired Entity, Cash Paid					$ 200,000
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Low					0
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High					700,000
Business Acquisition, Contingent Consideration, at Fair Value					100,000
Intangible assets			776,000		100,000
Goodwill	$ 5,811,000	$ 215,000		$ 0	$ 200,000

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Goodwill and Intangible Assets (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended		0 Months Ended	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Oct. 10, 2012 Cheverny CEO Search, S.A. [Member]	Dec. 31, 2013 Cheverny CEO Search, S.A. [Member]	Dec. 31, 2013 Fair Value, Inputs, Level 3 [Member] Cheverny CEO Search, S.A. [Member]
Finite-Lived Intangible Assets [Line Items]
Impairment of Intangible Assets (Excluding Goodwill)				$ 0.6
Fair Value Inputs, Discount Rate			16.00%		21.00%
Amortization of Intangible Assets	$ 0.6	$ 0.3

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Enterprise Geographic Concentrations (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	$ 130,278	$ 128,382
Reimbursable expenses	4,002	4,534
Total revenue	134,280	132,916
North America [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	78,140	77,559
EMEA [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	32,610	28,439
Asia Pacific [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	6,982	8,986
Latin America [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	$ 12,546	$ 13,398

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Current Assets
Cash	$ 5,654	$ 15,947
Accounts receivable, net	26,381	23,100
Other receivables	433	91
Prepaid expenses	3,974	2,949
Deferred income taxes	3,184	1,932
Other	4,411	3,684
Total current assets	44,037	47,703
Non-current assets
Leasehold Improvements and Equipment, net	4,149	3,473
Goodwill	5,811	215
Intangibles, net	3,746	3,195
Other Assets	5,517	1,868
Deferred Income Taxes	5,482	4,021
Total assets	68,742	60,475
Current Liabilities
Current portion of long-term debt	4,762	3,186
Accounts payable	3,813	1,762
Accrued compensation	25,201	24,401
Accrued business taxes	2,079	1,465
Income taxes payable	710	233
Accrued expenses	5,571	3,762
Total current liabilities	42,136	34,809
Total long-term liabilities
Long-term debt, less current maturities	1,295	3,488
Deferred rent, less current maturities	1,050	1,367
Total long-term liabilities	2,345	4,855
Noncontrolling redeemable interest	4,088	0
Stockholders’ Equity
Preferred stock: 1,000,000 shares authorized, no shares issued and outstanding	0	0
Common stock: $0.001 par value, 15,000,000 shares authorized, 7,540,821 and 7,409,247 shares issued at December 31, 2013 and 2012 respectively. 7,110,292 and 6,983,561 outstanding at December 31, 2013 and 2012, respectively	8	7
Additional paid-in capital	37,778	36,846
Accumulated deficit	(14,242)	(12,610)
Accumulated other comprehensive (loss), net of tax	(1,275)	(1,357)
Treasury stock at cost 430,529 and 425,686 shares at December 31, 2013 and 2012 respectively.	(2,096)	(2,075)
Total stockholders' equity	20,173	20,811
Total liabilities and stockholders' equity	$ 68,742	$ 60,475

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Acquisition (Augmentum Revenue) (Details) (Augmentum [Member], USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013		Dec. 31, 2012
Business Acquisition [Line Items]
Total Revenues	$ 3,288
Net Loss	(282)
Total Revenues	136,315	[1]	138,855	[2]
Net Loss	(1,825)	[1]	(3,815)	[2]
Amortization Expense [Member]
Business Acquisition [Line Items]
Net Loss	100		800
Acquisition-related Costs [Member]
Business Acquisition [Line Items]
Net Loss	700		700
Miscellaneous Gain [Member]
Business Acquisition [Line Items]
Net Loss			$ 200

[1] Pro forma net loss for the twelve months ended December 31, 2013 is adjusted to include $0.1 million of amortization expense, and to exclude $0.7 million of acquisition costs.

[2] Pro forma net loss for the twelve months ended December 31, 2012 is adjusted to include $0.8 million of amortization expense, and to exclude $0.7 million of acquisition costs and $0.2 million of miscellaneous gain.

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Consolidated Statement of Stockholders' Equity (USD $) In Thousands, except Share data, unless otherwise specified	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Treasury Stock [Member]
Stockholders' Equity Attributable to Parent at Dec. 31, 2011	$ 24,838	$ 7	$ 35,738	$ (9,026)	$ (882)	$ (999)
Common Stock, Shares, Outstanding at Dec. 31, 2011	6,983,561	7,110,360
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(3,584)			(3,584)
Net loss attributable to redeemable noncontrolling interest	0
Foreign currency translation adjustments	(374)				(374)
Other	(101)				(101)
Share-based compensation (in shares)		122,616
Share-based compensation (in dollars)	733		733
Employee stock purchase program (in dollars)	375		375
Treasury Stock (in shares)		(249,415)
Treasury Stock (in dollars)	(1,076)					(1,076)
Stockholders' Equity Attributable to Parent at Dec. 31, 2012	20,811	7	36,846	(12,610)	(1,357)	(2,075)
Common Stock, Shares, Outstanding at Dec. 31, 2012	7,110,292	6,983,561
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(1,770)			(1,770)
Net loss attributable to redeemable noncontrolling interest	(138)		(138)	138
Foreign currency translation adjustments	82				82
Other	0
Share-based compensation (in shares)		107,107
Share-based compensation (in dollars)	796	1	795
Employee stock purchase program (n shares)		24,467
Employee stock purchase program (in dollars)	275		275
Treasury Stock (in shares)		(4,843)
Treasury Stock (in dollars)	(21)					(21)
Stockholders' Equity Attributable to Parent at Dec. 31, 2013	$ 20,173	$ 8	$ 37,778	$ (14,242)	$ (1,275)	$ (2,096)
Common Stock, Shares, Outstanding at Dec. 31, 2013		7,110,292

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Share-Based Compensation (Details Textual) (USD $)		12 Months Ended			12 Months Ended									12 Months Ended
	Dec. 31, 2013	Dec. 31, 2013 Restricted Shares [Member]	Dec. 31, 2012 Restricted Shares [Member]	Dec. 31, 2013 Restricted Shares [Member] 2010 Equity Incentive Plan [Member]	Dec. 31, 2013 Restricted Shares [Member] Employee Stock Purchase Program [Member]	Dec. 31, 2012 Restricted Shares [Member] Employee Stock Purchase Program [Member]	Dec. 31, 2013 Clawback [Member]	Dec. 31, 2012 Clawback [Member]	Dec. 31, 2013 Stock Options [Member]	Dec. 31, 2012 Stock Options [Member]	Dec. 31, 2013 Stock Options [Member] 2010 Equity Incentive Plan [Member]	Apr. 30, 2013 Stock Options [Member] 2010 Equity Incentive Plan [Member]	Dec. 31, 2011 Stock Options [Member] 2010 Equity Incentive Plan [Member]	Dec. 31, 2013 Employee Stock [Member] Employee Stock Purchase Program [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum aggregate number of shares of our common stock				1,000,000								94,100	102,500
Compensation expense		$ 600,000	$ 600,000		$ 31,000	$ 13,000	$ 11,000	$ 0	$ 100,000	$ 100,000
Unrecognized compensation expense		900,000
Weighted-average period of expense to be recognized		3 years 0 months 26 days			1 year 11 months 19 days					1 year 8 months 12 days
Stock purchase discount program vest period											3 years			3 years
Aggregate intrinsic value closing price									$ 5.60
Stock in lieu of cash bonuses														100,000.0
Unrecognized compensation expense related to unvested non-qualified stock options	200,000
Discount from market price, purchase date														15.00%
Unrecognized compensation expense					$ 70,000

XML

Basis of Presentation and Significant Accounting Policies Foreign Currency Translation (Details) (USD $)	12 Months Ended
	Dec. 31, 2013 Rate	Dec. 31, 2012
Foreign Currency [Abstract]
Net foreign currency gain/(loss)	$ (1,139,000)	$ 468,000
Foreign Currency Transaction, Maximum Trading Activity Per Day	50,000
Foreign Currency Transaction, Maximum Trading Activity Per Month	$ 350,000
Foreign Currency Exchange Rate, Translation	6.30
VENEZUELA | Sales Revenue, Net [Member] | Geographic Concentration Risk [Member]
Foreign Currency Translation [Line Items]
Concentration Risk, Percentage	1.96%

XML

Share-Based Compensation, Employee Stock Purchase Plan (Details) (USD $)	12 Months Ended
	Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Vested Weighted Average Grant-Date Fair Value	$ 0.00
Employee Stock Purchase Program [Member] | Employee Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Beginning Balance, share	73,406
Granted	79,490
Vested	(24,467)
Forfeited	0
Ending balance, share	128,429
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Weighted-Average Grant-Date Fair Value Beginning Balance	$ 5.11
Granted Weighted Average Grant-Date Fair Value	$ 3.46
Vested Weighted Average Grant-Date Fair Value	$ 5.11
Forfeited Weighted Average Grant-Date Fair Value	$ 0.00
Weighted-Average Grant-Date Fair Value Ending Balance	$ 4.09

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Basis of Presentation and Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Principles of Consolidation

The accompanying consolidated financial statements of the Company are prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). The consolidated financial statements include the accounts of CTPartners Executive Search Inc. and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

The preparation of financial statements in conformity with GAAP requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Concentration of Risk

The Company maintains balances at financial institutions which may, at times, exceed amounts federally insured in the U.S. and foreign countries. No losses have been incurred on such deposits.

Revenue Recognition

Substantially all revenue is derived from fees for professional services related to executive search services. Revenue before reimbursements of direct expenses (“net revenue”) consists of: retainer fees; indirect expenses billed to clients; supplemental fees (fees contractually due to the Company if the actual compensation of the placed candidate exceeds the estimated compensation on which the retainer fee was based or the client hires other candidates presented by the Company for positions not related to the original search assignment). Retainer fees and indirect expenses from executive search engagements are recognized when earned and realizable, typically over the expected average period of performance in proportion to the estimated effort incurred to fulfill our obligations under the engagements. Any supplemental fees, resulting from actual compensation of the placed candidate exceeding the estimated compensation, are recognized upon the occurrence of the event triggering the payment of a supplemental fee.

Reimbursements

The Company incurs out-of-pocket expenses that are generally reimbursed by its clients, which are accounted for as revenue in its consolidated statements of operations.

Accounts Receivable

The Company extends credit to customers under normal trade agreements. An allowance for doubtful accounts is established based upon several factors, including the age of the Company’s accounts receivable, historic loss experience, specific account analysis, as well as expectations of future collections based upon trends, financial viability of the client, and historic collection experience. The Company also provides a reserve for billing adjustments based upon historical experience.

Leasehold Improvements and Equipment

Depreciation is provided using the straight-line method over the useful life of equipment, or in the case of leasehold improvements, the shorter of the life of the improvement or the length of the lease as follows:

Leasehold improvements	3-10 years
Office furniture, fixtures and equipment	5-7 years
Computer equipment and software	3-5 years

Leasehold improvements and equipment are carried at cost less allowances for depreciation and amortization. Ordinary maintenance and repairs are charged against earnings when incurred. Additions and major repairs are capitalized if they extend the useful life of the related asset.

Deferred Rent

The Company recognizes rent expense on a straight-line basis over the term of the lease. Deferred rent is recognized for the excess of rental expense over rental payments.

Share-Based Compensation

The Company has an equity incentive plan under which the Board of Directors may grant restricted stock or stock options to employees and consultants. Share based compensation cost is measured on the grant date fair value of the award, and recognized in the financial statements over the requisite service period.

Income Taxes

The Company’s subsidiaries are subject to entity-level income taxes in their respective foreign jurisdictions. For U.S. tax purposes, the Company has made an election to include the income or loss of its global subsidiaries in the consolidated US tax return. CTPartners pays US tax on its worldwide income, reduced by income tax credits for foreign income taxes incurred.

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences, tax credit carryforwards and deferred liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Management evaluated the Company’s tax positions and concluded that the Company had taken no uncertain tax positions that require adjustment to the consolidated financial statements. With few exceptions, the Company is no longer subject to tax examinations by the U.S. federal, state or local tax authorities for years prior to 2010. When and if applicable, potential interest and penalty costs are accrued as incurred, with expenses recognized in general and administrative expenses in the consolidated statement of operations. For non-US locations, the Company is no longer subject to audit examinations prior to 2010, except for the United Kingdom which extends to 2005. When and if applicable, potential interest and penalty costs are accrued as incurred, with expenses recognized in general and administrative expenses in the consolidated statements of operations.

Foreign Currency Translations

The Company generally designates the local currency for all its foreign subsidiaries as the functional currency, except for Venezuela, as discussed below. Accordingly, assets and liabilities of these subsidiaries are translated at the exchange rate in effect at each period. The results of operations are translated at the average monthly rate of exchange. Translation adjustments arising from the use of differing exchange rates from period to period are recorded as part of accumulated other comprehensive income (loss). Gains and losses from transactions denominated in non-functional currency are included in operating results for the period.

Financial Instruments

Cash is stated at cost, which approximates fair market value. The carrying value for account receivables, accounts payable, and other accrued liabilities reasonably approximates fair market value due to the nature of the financial instruments and the short term nature of the item. In 2012, the Company recorded two notes payable to seller in the process of acquiring our Latin America licensee and expanding our French operations by acquiring Cheverny CEO Search, S.A. In 2013, the Company recorded two additional notes payable to seller in connection with acquisition of Augmentum and Taylor Consulting. These notes were recorded at fair value at the time of acquisition.

Fair Value

The Company measures the fair values in accordance with accounting guidance that defines fair value, provides guidance for measuring fair value and requires certain disclosures. The guidance also discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow) and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

• Level 1: Observable inputs such as quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

• Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

• Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.

The inputs used in the fair value measurement should be from the highest level available. In instances where the measurement is based on inputs from different levels of the fair value hierarchy, the fair value measurement will fall within the lowest level input that is significant to the fair value measurement in its entirety.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed, if any. The goodwill impairment test compares the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, goodwill of the reporting unit would be considered impaired. To measure the amount of the impairment loss, the implied fair value of a reporting unit's goodwill is compared to the carrying amount of that goodwill. If the carrying amount of a reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss is indicated.

Intangible Assets

Intangible assets primarily consist of customer relationships, developed technology and trademarks, and are recorded at their estimated fair value at the date of acquisition. Customer relationships and developed technology are amortized using the straight-line method over their estimated useful lives of 10 years. Certain trademarks are considered indefinite-lived intangible assets, and must be tested for impairment annually, or more frequently if the events or changes in circumstances indicate that the asset might be impaired.

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Basis of Presentation and Significant Accounting Policies Accumulated Other Comprehensive Income (Loss) Components (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Equity [Abstract]
Foreign currency translation adjustments	$ (1,088)	$ (1,170)
Other	(187)	(187)
Accumulated Other Comprehensive Income (Loss), Net of Tax	$ (1,275)	$ (1,357)

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Acquisition (Tables)

12 Months Ended

Dec. 31, 2013

Business Combinations [Abstract]

Schedule of business acquisitions

The following table summarizes the fair values of the consideration transferred, assets acquired and liabilities assumed, at acquisition date:

Fair value of consideration transferred:
Cash	$	1,500
Seller note payable for contingent consideration	2,490
Total	3,990
Fair value of redeemable noncontrolling interest	3,849
	$	7,839

The table below summarizes fair value of the consideration paid and assets acquired at the acquisition date. The acquisition is not considered material to the Company, and, therefore, pro-forma information has not been presented.

Consideration:
Cash	$	517
Seller note payable	1,035
Deferred post-combination compensation	(1,035		)
	$	517
Recognized amounts of identifiable assets acquired:
Trademarks	$	373
Intangible assets	403
Total identifiable net assets acquired	776
Gain on bargain purchase of a business	(258		)
	$	518

Schedule of fair value of consideration paid and assets acquired

The following table summarizes fair value of the consideration paid and assets acquired at the acquisition date:

Consideration:
Cash	$	5,250
Seller note payable	4,987
Post combination compensation	(7,190		)
	$	3,047
Recognized amounts of identifiable assets acquired:
Leasehold improvements and equipment	$	132
Intangible assets	2,700
Total identifiable net assets acquired	2,832
Goodwill	215
	$	3,047

Recognized amounts of identifiable assets acquired and liabilities assumed
Cash	$	667
Accounts receivable	2,044
Other assets	96
Trade names and trademarks	204
Database content	835
Customer relationships	474
Non-competition agreements	79
Property and equipment	43
Accounts payable and accrued expenses	(1,725		)
Total identifiable net assets	2,717
Goodwill	5,122
Total fair value of assets acquired and liabilities assumed	$	7,839

Redeemable Noncontrolling Interest

Activity related to the noncontrolling redeemable interest is as follows:

Beginning balance on January 1, 2013	$	—
Noncontrolling redeemable interest recorded in acquisition of Augmentum	3,765
Net loss attributable to noncontrolling redeemable interest	(138		)
Redemption value adjustment	138
Foreign currency	323
Ending balance on December 31, 2013	$	4,088

Summary of pro forma unaudited total revenues and net income of the combined entity

Total revenues and net income attributable to the acquisition, since the acquisition date, included in the consolidated statement of operations for the twelve months ended December 31, 2013, are as follows:

	Twelve Months Ended December 31, 2013
Total Revenues	$	3,288
Net Loss	$	(282	)

Pro forma unaudited total revenues and net income/(loss) of the combined entity had the acquisition occurred on January 1, 2012 are presented in the following table. This pro forma information is presented for informational purposes only and is not necessarily indicative of what our actual results of operations would have been had the acquisition occurred at such time.

	Twelve months ended December 31
	20131			20122
Total Revenues	$	136,315		$	138,855
Net Loss	$	(1,825	)	$	(3,815	)

¹ Pro forma net loss for the twelve months ended December 31, 2013 is adjusted to include $0.1 million of amortization expense, and to exclude $0.7 million of acquisition costs.

² Pro forma net loss for the twelve months ended December 31, 2012 is adjusted to include $0.8 million of amortization expense, and to exclude $0.7 million of acquisition costs and $0.2 million of miscellaneous gain.

Pro forma unaudited total revenues and net loss of the combined entity had the acquisition date been January 1, 2011, are as follows:

	Year Ended December 31, 2012
Total Revenues	$	132,915
Net Loss	$	(82	)

The total revenues and net loss attributable to the acquisition, since the acquisition date, included in the consolidated statements of operations for the twelve months ended December 31, 2012, are as follows:

	Year Ended December 31, 2012
Total Revenues	$	13,398
Net Loss	$	(2,164	)

Fair value assigned to identifiable intangible assets and their useful lives at the acquisition date

The fair value assigned to identifiable intangible assets and their useful lives at the acquisition date is as follows:

	Amount		Useful Life
Customer relationships	$	2,480	10 years
Developed technology	220		10 years
	$	2,700

The fair value assigned to identifiable intangible assets and their useful lives at the acquisition date is as follows:

	Amount		Useful Life
Customer relationships	$	403	10 years
Trademarks	373		Indefinite
	$	776

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Basic and Diluted Earnings Per Share (Details Textual)	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Restricted Stock [Member]
Basic and Diluted Earnings Per Share (Textual) [Abstract]
Anti-dilutive securities excluded	296,732	133,337
Stock Options [Member]
Basic and Diluted Earnings Per Share (Textual) [Abstract]
Anti-dilutive securities excluded	133,923	102,500

XML

Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Cash Flows From Operating Activities
Net loss	$ (1,770)	$ (3,584)
Adjustments to reconcile net loss to net cash provided by/(used in) operating activities
Depreciation and amortization	1,982	1,313
Reorganization charges	48	882
Share-based compensation	796	734
Amortization of discount on seller notes	116	183
Amortization of post-combination compensation	1,878	6,347
Impairment charges	594	0
Deferred income taxes	(2,736)	(3,504)
Changes in operating assets and liabilities, net of effect of acquired businesses:
Accounts receivable, net	(1,104)	(3,264)
Prepaid expenses	423	(596)
Income taxes receivable	0	1,593
Other assets and receivables	(1,027)	(3,307)
Accounts payable	1,792	745
Accrued compensation	908	907
Accrued business taxes	(22)	692
Income taxes payable	323	233
Accrued expenses	983	281
Deferred rent	(266)	(169)
Net cash provided by (used in) operating activities	2,918	(514)
Cash Flows From Investing Activities
Acquisition of businesses	(1,033)	(3,564)
Purchase of leasehold improvements and equipment	(1,665)	(270)
Notes receivable issued	(7,210)	0
Repayment of notes receivable	173	0
Net cash used in investing activities	(9,735)	(3,834)
Cash Flows From Financing Activities
Principal payments on long-term debt	(3,745)	(155)
Repurchase of common stock	0	(1,024)
Net cash used in financing activities	(3,745)	(1,179)
Net decrease in cash	(10,562)	(5,527)
Effect of foreign currency on cash	269	(356)
Cash:
Beginning	15,947	21,830
Ending	5,654	15,947
Supplemental Disclosures of Cash Flow Information
Interest	273	21
Income taxes	461	(445)
Supplemental Disclosures of Non-Cash Financing Information
Seller financing of fixed asset additions	409	0
Employee discount stock purchase award in lieu of cash compensation	275	375
Treasury stock acquired in lieu of shareholder receivable	(21)	(53)
Acquisition of businesses
Total identifiable assets acquired	2,852	3,607
Goodwill	5,289	215
Deferred post-combination compensation	0	8,225
Gain on bargain purchase	0	(258)
Aggregate purchase price per purchase agreement	8,141	11,789
Cash paid for post-combination compensation arrangement	0	(2,203)
Seller note	(2,592)	(6,022)
Redeemable noncontrolling interest	(3,849)	0
Cash paid for acquisition of a business	1,700	3,564
Less cash acquired	(667)	0
Cash paid for acquisition of a business net of cash acquired	1,033	3,564
Forgiveness of notes receivable	$ 120	$ 0

XML

Consolidated Balance Sheets (Parenthetical) (USD $)	Dec. 31, 2012	Dec. 31, 2011
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	15,000,000	15,000,000
Common stock, shares issued	7,540,821	7,409,247
Common stock, shares outstanding	7,110,292	6,983,561
Treasury stock, shares	430,529	425,686

XML

Basic and Diluted Earnings Per Share

12 Months Ended

Dec. 31, 2013

Earnings Per Share [Abstract]

Basic and Diluted Earnings Per Share

Basic and Diluted Earnings Per Share

A reconciliation of the amounts used in the basic and diluted earnings per share computation is shown in the following table.

	Year Ended December 31
	2013			2012
Numerator
Net loss attributable to the Company	(1,632		)	$	(3,584	)
Denominator
Basic weighted-average common shares	7,055,734			7,087,769
Effect of stock options and restricted stock (1)	—			—
Diluted weighted-average common shares	7,055,734			7,087,769
Basic loss per common share	$	(0.23	)	$	(0.51	)
Diluted loss per common share	$	(0.23	)	$	(0.51	)

(1) For the year ended December 31, 2013, 296,732 restricted shares and 133,923 stock options are excluded from the calculation. For the year ended December 31, 2012, 133,337 restricted shares and 102,500 stock options are excluded as they are anti-dilutive to the net loss per common share.

XML

Document and Entity Information (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Mar. 03, 2014
Document Information [Line Items]
Entity Registrant Name	CTPARTNERS EXECUTIVE SEARCH INC.
Entity Central Index Key	0001439199
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Document Type	10-K
Document Period End Date	Dec. 31, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Common Stock, Shares Outstanding		7,136,963
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Public Float	$ 39.8

XML

Income Taxes

12 Months Ended

Dec. 31, 2013

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The Company is subject to income taxes in all jurisdictions where it operates. For US tax purposes, the Company has made an election to include the income or loss of its global subsidiaries in the consolidated US tax return. The Company pays US tax on its worldwide income, reduced by income tax credits for foreign income taxes incurred.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Significant components of the Company’s deferred income taxes consist of the following:

	December 31, 2013			December 31, 2012
Deferred tax assets:
Accounts payable and accrued expenses	$	4,147		$	2,476
Accounts receivable (net)	573			437
Foreign tax credits	932			747
Share-based compensation	617			457
Goodwill	2,604			2,896
Foreign currency	806			790
Intangible assets	844			44
Other	—			75
Gross deferred tax assets	10,523			7,922
Deferred tax liabilities:
Post-combination compensation	—			(704		)
Other current assets	(1,388		)	(735		)
Depreciation	(469		)	(530		)
Gross deferred tax liabilities	(1,857		)	(1,969		)
Net deferred tax asset	$	8,666		$	5,953

The deferred tax amounts have been classified in the December 31, 2013 and 2012 consolidated balance sheets as follows:

	2013		2012
Current assets	$	3,184	$	1,932
Long-term assets	5,482		4,021
	$	8,666	$	5,953

The benefit from income taxes is as follows:

	Year ended December 31, 2013			Year ended December 31, 2012
Current
Federal	$	1,061		$	1,131
State and local	114			136
Deferred
Federal	(2,247		)	(2,887		)
State and local	(43		)	(60		)
Total benefit for income taxes	$	(1,115	)	$	(1,680	)

A reconciliation of the benefit from income taxes for 2013 and 2012 to income taxes at the statutory U.S. federal income tax rate of 34.0% is as follows:

	Year ended December 31, 2013			Year ended December 31, 2012
Income tax benefit at the statutory U.S. federal rate	$	(981	)	$	(1,790	)
State tax provision, net of federal tax benefit	75			118
Tax effect of permanent tax differences	(51		)	(44		)
Other	(158		)	36
	$	(1,115	)	$	(1,680	)

XML

Consolidated Statement of Operations (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Revenue
Net revenue	$ 130,278	$ 128,382
Reimbursable expenses	4,002	4,534
Total revenue	134,280	132,916
Operating expenses
Compensation and benefits	100,553	105,732
General and administrative	31,985	27,503
Reimbursable expenses	4,448	4,785
Total Operating Expenses	136,986	138,020
Operating loss	(2,706)	(5,104)
Interest expense, net	(179)	(160)
Loss before income taxes	(2,885)	(5,264)
Income tax benefit	1,115	1,680
Net loss	(1,770)	(3,584)
Net loss attributable to redeemable noncontrolling interest	138	0
Net loss attributable to the Company	$ (1,632)	$ (3,584)
Basic and diluted loss per common share (in dollars per shares)	$ (0.23)	$ (0.51)
Basic and diluted weighted average common shares (in shares)	7,055,734	7,087,769

XML

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill and Intangible Assets

Goodwill

Changes in the carrying value of goodwill for the years ended December 31, 2013 and 2012 are as follows:

Balance as of December 31, 2011	$	—
Additions	215
Exchange rate fluctuation	—
Balance as of December 31, 2012	215
Additions	5,289
Exchange rate fluctuation	307
Balance as of December 31, 2013	$	5,811

Intangible Assets

The following is a summary of amortizable intangible assets at December 31, 2013:

	Amortizable Lives	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortized Intangible assets
Trade names	10 years	$	275	$	144	$	131
Developed technology	1 year	1,095		101		994
Customer relationships	10 years	3,040		553		2,487
Non-competition agreements	3 years	84		18		66
		$	4,494	$	816	$	3,678
Unamortized Intangible Assets
Trademarks						68
Total Intangible Assets						$	3,746

The following is a summary of amortizable intangible assets at December 31, 2012:

	Amortizable Lives	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortized Intangible assets
Customer relationships	10 years	2,883		259		2,624
Developed technology	10 years	220		22		198
		$	3,103	$	281	$	2,822
Unamortized Intangible Assets
Trademarks						373
Total Intangible Assets						$	3,195

Due to changes in economic outlook for the acquired business of Cheverny CEO Search, the Company performed an impairment evaluation of its acquired intangible assets. The analysis utilized discounted cash flow methodology, and resulted in an impairment charge of $0.6 million to its intangible assets in EMEA reporting unit. Key assumptions used in the determination of fair value include management forecasts and a discount rate of 21%, which are Level 3 inputs.

Total amortization expense of intangible assets for the years ended December 31, 2013 and 2012 was $0.6 million and $0.3 million, respectively. Estimated aggregate future amortization expense for the following five years and thereafter is as follows:

Years ending December 31,	Estimated Aggregate Future Amortization Expense
2014	$	516
2015	443
2016	425
2017	415
2018	415
Thereafter	1,464
	$	3,678

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Leasehold Improvements and Equipment

12 Months Ended

Dec. 31, 2013

Property, Plant and Equipment [Abstract]

Leasehold Improvements and Equipment

Leasehold Improvements and Equipment

The components of the leasehold improvements and equipment at December 31 are as follows:

	2013			2012
Leasehold improvements	$	3,222		$	3,301
Office furniture, fixtures and equipment	3,050			2,734
Computer equipment and software	6,066			4,397
	12,338			10,432
Accumulated depreciation and amortization	(8,189		)	(6,959		)
	$	4,149		$	3,473

Depreciation and amortization expense relating to leasehold improvements and equipment for the year ended December 31, 2013 was $1.4 million, and for the year ended December 31, 2012 was $1.3 million.

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Basis of Presentation and Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Leasehold Improvements and Equipment

Depreciation is provided using the straight-line method over the useful life of equipment, or in the case of leasehold improvements, the shorter of the life of the improvement or the length of the lease as follows:

Leasehold improvements	3-10 years
Office furniture, fixtures and equipment	5-7 years
Computer equipment and software	3-5 years

The components of the leasehold improvements and equipment at December 31 are as follows:

	2013			2012
Leasehold improvements	$	3,222		$	3,301
Office furniture, fixtures and equipment	3,050			2,734
Computer equipment and software	6,066			4,397
	12,338			10,432
Accumulated depreciation and amortization	(8,189		)	(6,959		)
	$	4,149		$	3,473

Schedule of Gains (Losses), Foreign Currency Translation

Gains and losses from transactions denominated in non-functional currency are included in operating results for the period. For 2013 and 2012, net foreign currency gains (losses) included in net loss were :

	Year Ended December 31, 2013			Year Ended December 31, 2012
Net foreign currency gain/(loss)	$	(1,139	)	$	468

Components of accumulated other comprehensive income (loss), net of tax

The Company’s accumulated other comprehensive (loss), net of tax, is comprised of, and related to, the following:

	December 31, 2013			December 31, 2012
Foreign currency translation adjustments	(1,088		)	(1,170		)
Other	(187		)	(187		)
	$	(1,275	)	$	(1,357	)

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Enterprise Geographic Concentrations

12 Months Ended

Dec. 31, 2013

Segment Reporting [Abstract]

Enterprise Geographic Concentrations

Enterprise Geographic Concentrations

The Company operates in four principal geographic regions: North America, EMEA, Asia Pacific and Latin America. The revenue and capital expenditures, by region, for the year ended December 31, 2013, and 2012, are as follows:

	Year ended December 31, 2013		Year ended December 31, 2012
Revenue
North America	$	78,140	$	77,559
EMEA	32,610		28,439
Asia Pacific	6,982		8,986
Latin America	12,546		13,398
Net revenue before reimbursable expenses	130,278		128,382
Reimbursable expenses	4,002		4,534
Total	$	134,280	$	132,916

Identifiable assets by geographic concentrations are as follows:

	December  31, 2013		December  31, 2012
Identifiable Assets
North America	$	34,006	$	20,344
EMEA	13,979		12,881
Asia Pacific	3,562		5,610
Latin America	6,322		17,417
Global Operations Support	1,316		813
Total	$	59,185	$	57,065
Goodwill and other intangible assets, net:
Latin America	$	2,553	$	2,893
EMEA	7,004		517
Total	$	9,557	$	3,410

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Share-Based Compensation

12 Months Ended

Dec. 31, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Share-Based Compensation

Share-Based Compensation

Restricted Shares - The purpose of the 2010 equity incentive plan is to promote the interests of the Company and our stockholders by (i) attracting, retaining and motivating employees, non-employee directors and independent contractors (including prospective employees), (ii) motivating such individuals to achieve long-term Company goals and to further align their interest with those of the Company’s stockholders by providing incentive compensation opportunities tied to the performance of the common stock of the Company and (iii) promoting increased ownership of our common stock by such individuals. Subject to adjustment for changes in capitalization, the maximum aggregate number of shares of our common stock that may be delivered pursuant to awards granted under the 2010 equity incentive plan is $1.0 million.

A summary of the Company’s common stock subject to vesting provisions as of December 31, 2013, is presented below:

	Common		Weighted- Average Grant-Date
Non-Vested Common Stock	Stock		Fair Value
Non-vested common stock at December 31, 2012	94,188		$	11.52
Granted	235,621		$	3.09
Vested	(100,086	)	$	9.18
Forfeited	(2,564	)	$	13.00
Non-vested common stock at December 31, 2013	227,159		$	5.11

Total share-based compensation expense related to vested shares was $0.6 million for the year ending December 31, 2013, and $0.6 million for the year ending December 31, 2012.

As of December 31, 2013, there was $0.9 million of unrecognized compensation expense related to shares subject to vesting provisions granted under the plan. This expense is expected to be recognized over a weighted-average period of 3.07 years.

In the first quarter of 2013, the Company granted an award subject to recapture provisions. Recapture provisions allow the Company to recapture a portion of stock if certain service conditions are not met. A summary of the Company's common stock subject to recapture provisions as of December 31, 2013 is presented below:

	Common	Weighted- Average Grant-Date
Common Stock Subject to Recapture	Stock	Fair Value
Non-vested common stock at December 31, 2012	—	$	—
Granted	7,019	$	4.70
Expiration of recapture provision	—	$	—
Forfeited	—	$	—
Common stock subject to recapture at December 31, 2013	7,019	$	4.70

Total share-based compensation expense related to common stock subject to recapture was $11,000 for the year ending December 31, 2013 and $0 for the year ending December 31, 2012. As of December 31, 2013, unrecognized compensation expense related to shares subject to recapture provisions granted under the plan was de minimis.

Non-qualified Stock Options — In April 2013 and December 2011, the Company authorized and granted 94,100 and 102,500 stock options to various employees under its 2010 Equity Incentive Plan. All options have an exercise price that is equal to the fair value of the Company’s common stock on the grant date. Options are subject to ratable vesting over a three year period, and compensation expense is recognized on a straight-line basis over the vesting period.

A summary of the Company’s non-qualified stock option activity for the year ended December 31, 2013, is presented below:

	Number of Non- qualified Stock Options		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding on December 31, 2012	102,500		$	5.35	7.9	$	26
Granted	94,100		3.25		9.3	221
Exercised	—		—		—	—
Expired	—		—		—	—
Forfeited	(1,000	)	—		—	—
Outstanding on December 31, 2013	195,600		4.34		8.6	$	247
Exercisable on December 31, 2013	67,667		$	5.35	—	$	—

The aggregate intrinsic value is based upon the Company’s closing stock price of $5.60 at December 31, 2013. The compensation expense related to the options was $0.1 million for the year ended December 31, 2013 and 2012. As of December 31, 2013, there was $0.2 million of unrecognized compensation expense related to unvested non-qualified stock options, which is expected to be recognized over a weighted average of 1.7 years.

	Year Ended December 31, 2013
Weighted average grant date fair value of stock options granted	$	3.25
Total grant date fair value of stock options vested	—
Total intrinsic value of stock options exercised	—

The fair value of each option grant is estimated on the date of grant using the Black-Scholes valuation model with the following assumptions.

	Year Ended December 31,  2013
Expected life (in years)	6.00
Risk-free interest rate	0.93	%
Expected volatility	47.25	%
Expected dividend yield	—

The expected term of the option life is based on a simplified method calculated as the sum of the vesting term and original contract term divided by two. The risk-free interest rate is based on the implied yield currently available on U.S. Treasury zero coupon issues with a remaining term equal to the expected option life. The expected volatility is based on the average volatility for similar publicly traded companies corresponding to the expected life of the option because the historical volatility of the Company’s common stock does not cover the period equal to the expected life of the options.

Employee Stock Purchase Program - The stock discount purchase program allows selected employees to purchase up to $0.1 million of the Company's stock in lieu of cash bonuses, at a 15% discount to the NYSE MKT trading price of those shares. Shares are subject to ratable vesting over a three-year period, and compensation expense relating to the discount is recognized on a straight-line basis over the vesting period. A summary of the Company's employee stock purchase program as of December 31, 2013 is presented below:

	Common		Weighted- Average Grant-Date
Employee Stock Purchase Program	Stock		Fair Value
Non-vested common stock at December 31, 2012	73,406		$	5.11
Granted	79,490		$	3.46
Vested	(24,467	)	$	5.11
Forfeited	—		$	—
Non-vested common stock at December 31, 2013	128,429		$	4.09

Compensation expense relating to the stock purchase discount program was $31,000 for the year ended December 31, 2013 and $13,000 for the year ended December 31, 2012. As of December 31, 2013, there was $70,000 of unrecognized compensation expense related to shares subject to vesting provisions granted under the stock purchase discount program. This expense is expected to be recognized over a weighted-average period of 1.97 years.

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Share-Based Compensation (Details) (USD $)	12 Months Ended
	Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Vested Weighted Average Grant-Date Fair Value	$ 0.00
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward]
Beginning Balance, share	94,188
Granted	235,621
Vested	(100,086)
Forfeited	(2,564)
Ending balance, share	227,159
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Weighted-Average Grant-Date Fair Value Beginning Balance	$ 11.52
Granted Weighted Average Grant-Date Fair Value	$ 3.09
Vested Weighted Average Grant-Date Fair Value	$ 9.18
Forfeited Weighted Average Grant-Date Fair Value	$ 13.00
Weighted-Average Grant-Date Fair Value Ending Balance	$ 5.11

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Long-Term Debt

12 Months Ended

Dec. 31, 2013

Long-term Debt, Unclassified [Abstract]

Long-Term Debt

Long-Term Debt

Line of Credit: The Company is a party to a credit and security agreement (the “Second Amended and Restated Credit and Security Agreement” or “Credit Agreement”) with a bank which includes a revolving credit facility. The Agreement, as amended, provides for the revolving credit facility to expire on April 30, 2015. Under the terms of the revolving credit facility, the Company may borrow an amount equal to the lesser of $14 million or the “Borrowing Base” (the Company’s eligible accounts receivable as defined in the Credit Agreement), with interest calculated at 325 basis points above the LIBOR rate as defined in the revolving credit agreement (the adjusted LIBOR rate), which was 3.4140% at December 31, 2013. The Company had no borrowings on the revolving credit facility at December 31, 2013 and 2012. Additionally, the Company has issued letters of credit related to office lease agreements secured by the Credit Agreement in the amounts of $3.3 million as of December 31, 2013 and 2012. Available borrowings under the revolving credit facility were $14.0 million at December 31, 2013, and $10.0 million at December 31, 2012.

Notes Payable

Long-term debt consists of the following at December 31:

	Year Ended December 31
	2013		2012
Notes payable - redemption of members’ units	$	310	$	470
Notes payable - seller financed acquisitions	5,637		6,204
Note payable - other	110		—
	6,057		6,674
Less current portion of long-term debt	4,762		3,186
	$	1,295	$	3,488

The schedule for future payments to be made on long-term debt as of December 31, 2013, is as follows:

2014	$	4,762
2015	1,191
2016	104
	$	6,057

Notes Payable — Redemption of Members’ Units: Prior to the conversion from a limited liability company to a corporation, the Company periodically purchased member units from former members, with payment in the form of notes, payable over 5 years. The total due on these notes amounted to $0.3 million and $0.5 million at December 31, 2013, and 2012, respectively. The interest on the notes ranges from 2.66% to 5.00%. The carrying value of notes payable approximates its fair value.

Notes Payable — Seller Financed Acquisitions: During the year ended December 2013, the Company completed two acquisitions, as further described in Note 2. Purchase price was, in part, financed through seller notes. In conjunction with the acquisition of Augmentum, the Company recorded a note payable to the seller in connection with the contingent purchase price. The note was recorded at fair value at acquisition, and is re-measured every reporting period, as further described in Note 2 to the consolidated financial statements. As of December 31, 2013, $2.4 million is outstanding, payable in two equal installments on August 31, 2014 and August 31, 2015.

The Company recorded a note payable associated with Taylor Consultancy in the amount of $0.1 million. The note is recorded at fair value of contingent consideration.

During the year ended December 2012, the Company completed two acquisitions. The note payable associated with the Latin America acquisition is a non-interest bearing note with a face value of $5.3 million. As of December 31, 2013, $2.6 million was outstanding.

The seller financed note payable associated with the Cheverny CEO Search, S.A. is a non-interest bearing note with a face value of $1.1 million. As of December 31, 2013, $0.5 million was outstanding. The final installment is payable on July 12, 2014.

Fair value of seller financed notes payable is estimated by discounting the associated cash flows using the interest rate available to the Company. The fair value of notes payable is classified as Level 3 in the fair value hierarchy. There have been no changes in interest rates available to the Company since the acquisitions completed during the reported period, therefore the carrying value of the notes approximates fair value at December 31, 2013.

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Commitments

12 Months Ended

Dec. 31, 2013

Commitments Disclosure [Abstract]

Commitments

Commitments

The Company is obligated under lease arrangements for office space expiring in various years through 2019. Future annual required payments as of December 31, 2013, are as follows:

	Office Space
2014	$	8,408
2015	7,654
2016	6,108
2017	4,750
2018	2,251
Thereafter	6,749
	$	35,920

Rent expense is included in the general and administrative expenses in the accompanying consolidated statements of operations and is summarized as follows:

	Year ended December 31, 2013		Year ended December 31, 2012
Rent expense	$	8,277	$	9,899

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Share Repurchase Program

12 Months Ended

Dec. 31, 2013

Equity [Abstract]

Share Repurchase Program

Share Repurchase Program

On January 19, 2012, the Company’s Board of Directors authorized a second share repurchase program (“2012 Share Repurchase Program”) to acquire up to $1 million of the Company’s outstanding shares of common stock in open-market, privately negotiated transactions, and block trades. The 2012 Share Repurchase Program extended the previous share repurchase program which was authorized in August 2011 (“2011 Share Repurchase Program”). The Company repurchased a cumulative amount of $1.0 million under the 2011 Share Repurchase Program. As of December 31, 2012, 235,253 shares had been repurchased at a cost of $1.0 million, which is the cumulative amount used to repurchase shares under the 2012 Share Repurchase Program.

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Share-Based Compensation Fair Value Assumptions (Details)	12 Months Ended
	Dec. 31, 2013
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Expected life (in years)	6 years
Risk-free interest rate	0.93%
Expected volatility	47.25%
Expected dividend yield	0.00%

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Share Repurchase Program (Details) (USD $)	12 Months Ended		0 Months Ended	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Jan. 19, 2013 Share Repurchase Program 2012 [Member]	Dec. 31, 2012 Share Repurchase Program 2012 [Member]	Dec. 31, 2012 Share Repurchase Program 2011 [Member]
Share Repurchase Program (Textual) [Abstract]
Outstanding shares of common stock, value			$ 1,000,000
Treasury stock acquired	$ 21,000	$ 1,076,000		$ 1,000,000	$ 1,000,000
Treasury shares acquired through repurchase program				235,253

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Share-Based Compensation Share Based Compensation, Weighted Average Grant Date, Fair Value, and Intrinsic Value (Details) (USD $)	12 Months Ended
	Dec. 31, 2013
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Weighted average grant date fair value of stock options granted	$ 3.25
Total grant date fair value of stock options vested	$ 0.00
Total intrinsic value of stock options exercised	$ 0

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Basis of Presentation and Significant Accounting Policies (Details)	12 Months Ended
	Dec. 31, 2013
Leasehold Improvements [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Leasehold improvements and equipment useful lives	3 years
Leasehold Improvements [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Leasehold improvements and equipment useful lives	10 years
Furniture, Fixtures and Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Leasehold improvements and equipment useful lives	5 years
Furniture, Fixtures and Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Leasehold improvements and equipment useful lives	7 years
Computer Equipment and Software [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Leasehold improvements and equipment useful lives	3 years
Computer Equipment and Software [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Leasehold improvements and equipment useful lives	5 years

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Goodwill and Intangible Assets (Goodwill Rollforward) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Goodwill [Roll Forward]
Beginning Balance	$ 215	$ 0
Additions	5,289	215
Exchange rate fluctuation	307	0
Ending Balance	$ 5,811	$ 215

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Subsequent Events

12 Months Ended

Dec. 31, 2013

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

On March 3, 2014, CTPartners Executive Search Inc (the”Company”) acquired J. Johnson Executive Search, a leading independent executive search and leadership advisory firm based in Sydney, Australia. Under the terms of the contract, the Company paid $2.4 million of initial consideration at closing. The Company expects to pay additional consideration based on the achievement of certain revenue metrics over the next three years. The Company is in process of determining the fair value of the assets acquired and the liabilities assumed. Pro forma information is not available at this time.

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Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of goodwill

Changes in the carrying value of goodwill for the years ended December 31, 2013 and 2012 are as follows:

Balance as of December 31, 2011	$	—
Additions	215
Exchange rate fluctuation	—
Balance as of December 31, 2012	215
Additions	5,289
Exchange rate fluctuation	307
Balance as of December 31, 2013	$	5,811

Summary of intangible assets

The following is a summary of amortizable intangible assets at December 31, 2013:

	Amortizable Lives	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortized Intangible assets
Trade names	10 years	$	275	$	144	$	131
Developed technology	1 year	1,095		101		994
Customer relationships	10 years	3,040		553		2,487
Non-competition agreements	3 years	84		18		66
		$	4,494	$	816	$	3,678
Unamortized Intangible Assets
Trademarks						68
Total Intangible Assets						$	3,746

The following is a summary of amortizable intangible assets at December 31, 2012:

	Amortizable Lives	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortized Intangible assets
Customer relationships	10 years	2,883		259		2,624
Developed technology	10 years	220		22		198
		$	3,103	$	281	$	2,822
Unamortized Intangible Assets
Trademarks						373
Total Intangible Assets						$	3,195

Summary of estimated aggregate future amortization expense

Estimated aggregate future amortization expense for the following five years and thereafter is as follows:

Years ending December 31,	Estimated Aggregate Future Amortization Expense
2014	$	516
2015	443
2016	425
2017	415
2018	415
Thereafter	1,464
	$	3,678

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Accounts Receivable (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Accounts Receivable (Textual) [Abstract]
Allowance for doubtful accounts	$ 1.5	$ 1.4

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Acquisition (Augmentum Narrative) (Details) (USD $)				0 Months Ended	12 Months Ended		0 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	May 02, 2013 Augmentum [Member] installment_payment	Dec. 31, 2013 Augmentum [Member]	Dec. 31, 2012 Augmentum [Member]	May 02, 2013 Augmentum [Member] Noncontrolling Interest [Member]	May 02, 2013 Augmentum [Member] Minimum [Member]	May 02, 2013 Augmentum [Member] Minimum [Member] Noncontrolling Interest [Member]	May 02, 2013 Augmentum [Member] Maximum [Member]	May 02, 2013 Augmentum [Member] Maximum [Member] Noncontrolling Interest [Member]
Business Acquisition [Line Items]
Controlling Interest, Ownership Percentage by Parent				51.00%
Payments to Acquire Businesses, Gross				$ 1,500,000
Seller note payable for contingent consideration				2,490,000
Business Acquisition, Number of Installment Payments				2
Fair value of redeemable noncontrolling interest				3,849,000
Business Combination, Consideration Transferred, Revenue Target, Period				3 years
Business Combination, Aggregate Maximum Purchase Price				8,637,610
Useful Life				8 years 6 months
Controlling Interest, Controlling Ownership Amount, By Parent								0		2,900,000
Controlling Interest, Ownership Percentage Remaining				49.00%
Controlling Interest, Contingent Consideration, Maximum Amount Payable				4,300,000.0
Noncontrolling redeemable interest	4,088,000	0			4,088,000	0
Fair Value Inputs, Discount Rate				18.50%			6.50%
Fair Value Assumptions, Expected Volatility Rate									10.00%		12.50%
Goodwill	5,811,000	215,000	0	5,122,000
Business Combination, Acquisition Related Costs					$ 700,000

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Consolidated Statements of Comprehensive Income (Loss) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Statement of Other Comprehensive Income [Abstract]
Net loss	$ (1,770)	$ (3,584)
Other Comprehensive Income (Loss), net of tax
Foreign currency translation adjustments	82	(374)
Other	0	(101)
Comprehensive Loss	(1,688)	(4,059)
Comprehensive loss attributable to redeemable noncontrolling interest	138	0
Comprehensive loss attributable to the Company	$ (1,550)	$ (4,059)

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Accounts Receivable

12 Months Ended

Dec. 31, 2013

Receivables [Abstract]

Accounts Receivable

Accounts Receivable

The Company extends credit to customers under normal trade agreements. An allowance for doubtful accounts is established based upon several factors, including the age of the Company’s accounts receivable, historic loss experience, specific account analysis, as well as expectations of future collections based upon trends, financial viability of the client, and historic collection experience. The Company also provides a reserve for billing adjustments based upon historical experience. The allowance for doubtful accounts and billing adjustments amounted to $1.5 million and $1.4 million at December 31, 2013, and December 31, 2012, respectively.

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Commitments (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Property Subject to or Available for Operating Lease [Line Items]
Rent expense	$ 8,277	$ 9,899
Office Space [Member]
Property Subject to or Available for Operating Lease [Line Items]
2014	8,408
2015	7,654
2016	6,108
2017	4,750
2018	2,251
Thereafter	6,749
Operating leases	$ 35,920

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Income Taxes (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 31, 2012
Deferred tax assets:
Accounts payable and accrued expenses	$ 4,147	$ 2,476
Accounts receivable (net)	573	437
Foreign tax credits	932	747
Share-based compensation	617	457
Goodwill	2,604	2,896
Foreign currency	806	790
Intangible assets	844	44
Other	0	75
Gross deferred tax assets	10,523	7,922
Deferred tax liabilities:
Post-combination compensation	0	(704)
Other current assets	(1,388)	(735)
Depreciation	(469)	(530)
Gross deferred tax liabilities	(1,857)	(1,969)
Net deferred tax asset	8,666	5,953
Deferred Tax Assets, Net, Classification [Abstract]
Current assets	3,184	1,932
Long-term assets	$ 5,482	$ 4,021

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Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2013

Long-term Debt, Unclassified [Abstract]

Schedule of Long-term Debt Instruments

Long-term debt consists of the following at December 31:

	Year Ended December 31
	2013		2012
Notes payable - redemption of members’ units	$	310	$	470
Notes payable - seller financed acquisitions	5,637		6,204
Note payable - other	110		—
	6,057		6,674
Less current portion of long-term debt	4,762		3,186
	$	1,295	$	3,488

Schedule of Maturities of Long-term Debt

The schedule for future payments to be made on long-term debt as of December 31, 2013, is as follows:

2014	$	4,762
2015	1,191
2016	104
	$	6,057

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Reorganization (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Restructuring Cost and Reserve [Line Items]
Reorganization charges	$ 782	$ 964
Severance and Other Employee Related [Member]
Restructuring Cost and Reserve [Line Items]
Reorganization charges	553	1,111
Foreign Currency Translation [Member]
Restructuring Cost and Reserve [Line Items]
Reorganization charges	86	(147)
General and Administrative Costs [Member]
Restructuring Cost and Reserve [Line Items]
Reorganization charges	$ 143	$ 0

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Basis of Presentation and Significant Accounting Policies Intangible Assets (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2013 Ctpartners Latin America Inc [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Estimated useful lives	10 years	10 years
Impairment of Intangible Assets, Finite-lived		$ 0.6

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Reorganization

12 Months Ended

Dec. 31, 2013

Restructuring and Related Activities [Abstract]

Reorganization

Reorganization

In the third quarter of 2012, the Company’s management initiated a plan to reorganize its operations resulting in certain organizational changes in its Canadian and EMEA locations. The plan consists of a workforce reorganization, and elimination of redundant or unneeded positions, which will allow the Company to combine business operations in certain geographic locations and serve our clients more efficiently. During 2013, the Company expanded its reorganization efforts globally, eliminating certain functions. The Company recognized $0.8 million and $1.0 million of reorganization related charges for the years ended December 31, 2013 and 2012, respectively, which are included in compensation and benefits expense and general and administrative expenses in the condensed consolidated statements of operations.

The following table summarizes the major components of the reorganization charge: 

	Year Ended December 31, 2013		Year Ended December 31, 2012
Severance and other employee related costs	$	553	$	1,111
Foreign currency translation	86		(147		)
General and administrative costs	$	143	$	—
Total	$	782	$	964

Reorganization charges by geographic location were as follows:

	Year Ended December 31, 2013		Year Ended December 31, 2012
North America	$	471	$	207
EMEA	281		757
Asia Pacific	$	30	$	—
Total	$	782	$	964

Changes in reorganization reserves related to the restructuring plan described above for the years ended December 31, 2013 and 2012, are as follows:

	Severance and other employee related costs
Balance at December 31, 2011	$	—
Reorganization charges	1,111
Cash payments	(451		)
Non-cash charges	(507		)
Balance at December 31, 2012	$	153
Reorganization charges	$	782
Cash payments	$	(728	)
Non-cash charges	$	(48	)
Balance at December 31, 2013	159