X0306 4 2014-02-28 0000018396 CDI CORP CDI 0001585056 Wasilewski William J. C/O CDI CORP. 1717 ARCH ST., 35TH FLOOR PHILADELPHIA PA 19103-2768 0 1 0 0 Exec VP, Global Engineering Stock Option (right to buy) 18.27 2014-02-28 4 A 0 9624 0 A 2021-02-28 Common Stock 9624 9624 D Time-Vested Deferred Stock (TVDS) 2014-02-28 4 A 0 3120 0 A 2017-02-28 Common Stock 3120 3120 D Performance Shares 2014-02-28 4 A 0 9360 0 A 2017-02-28 Common Stock 9360 9360 D The option shares vest one-third on the third anniversary of the date of grant, and two-thirds on the fourth anniversary of the date of grant. Upon vesting, each share of TVDS converts into one share of Common Stock. The shares of TVDS vest on the third anniversary of the date of grant. Each Performance Share represents a contingent right to receive one share of Common Stock based on the company's achievement of a 60-day moving average stock price of at least $30 per share. There is a payout scale that provides for a minimum payout (60%) for a 60-day moving average stock price of $28 per share, and a maximum payout (150%) for a 60-day moving average stock price of $40 per share. Craig H. Lewis, for William J. Wasilewski pursuant to a Power of Attorney previously filed 2014-03-04