2010 Executive Incentive Program Overview



  
 Exhibit 10.4


 

 

  
  

2010 EXECUTIVE INCENTIVE PROGRAM 
 OVERVIEW 
  
  

You have been selected to participate in the 2010 Executive Incentive Program (“Incentive Program”) based on your level of responsibility
within CDI. 
 The purpose of the Incentive Program is to recognize and reward key employees of CDI who contribute to the overall financial
performance of their area, business unit, and the Corporation overall. By rewarding the successful achievement of selected operating goals, CDI provides the opportunity to enrich your annual cash compensation while driving the behaviors needed to
enhance Company performance. 
  

													
	Performance Year	 		 	 •      
	 	The performance year for the Incentive Program starts on January 1, 2010 and ends December 31, 2010.
				
	 Incentive Metrics

and

Weightings
	 		 	 •      
	 	The 2010 Executive Incentive Program is based on the following strategic accomplishments:
	 		 		 	  
 Performance Metrics for Corporate
Executives:

				
		 		 	 •      
	 	33% CDI Direct Margin
		 		 	 •      
	 	52% CDI Earnings Per Share
		 		 	 •      
	 	15% Individual Targets (“ITs”)
				
		 		 		 	Performance Metrics for Business Unit/Vertical Executives:
				
		 		 	 •      
	 	33% Business Unit/Vertical Direct Margin
		 		 	 •      
	 	52% Business Unit/Vertical Contribution Margin
		 		 	 •      
	 	15% Individual Targets (“ITs”)


  
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	 Incentive Metrics
 and Weightings
 cont’d
	 		 	 The following achievement and payout percentages apply separately to Direct Margin, Earnings Per Share and Contribution
Margin performance metrics:
  

	 	 	 	 	 	 	 	 Percent Metric

Achievement
	 	 Incentive Payout

Percentage
	 	 
		 		 		 		 	< 70%	 	0%	 	
		 		 		 		 	70%	 	35%	 	
		 		 		 		 	75%	 	45.8%	 	
		 		 		 		 	80%	 	56.7%	 	
		 		 		 		 	85%	 	67.5%	 	
		 		 		 		 	90%	 	78.3%	 	
		 		 		 		 	95%	 	89.2%	 	
		 		 		 		 	100%	 	100%	 	
		 		 		 		 	105%	 	110.8%	 	
		 		 		 		 	110%	 	121.7%	 	
		 		 		 		 	115%	 	132.5%	 	
		 		 		 		 	120%	 	143.3%	 	
		 		 		 		 	125%	 	154.2%	 	
		 		 		 		 	3130%	 	165%	 	
				
		 		 		 	 Note: An incentive payout in between achievement levels will be interpolated.

				
		 		 	 •     
	 	For all participants, each financial element will be capped at 100% until CDI achieves the Earnings Per Share threshold. ITs are capped at 100% payout.
				
		 		 	 •     
	 	Any financial metric outside of Direct Margin, Earnings Per Share and Contribution Margin will be measured as an IT.
				
		 		 		 	The Compensation Committee will review and consider the effect on incentive compensation of any acquisitions (i.e., the establishment of new financial targets on a pro
rata basis) and/or discontinued operations. In addition, the Committee may consider out of pattern events.
				
		 		 	 •     
	 	Incentive awards for the achievement of individual ITs will be based on an assessment by the CEO (who receives recommendations from the BU or Corporate executive) on a
straight-line basis, e.g., for 80% achievement, the executive will receive an 80% payout, up to a maximum payout of 100% for any IT.
			
	 When Will I
 Receive My
 Award?
	 	 •     
	 	2010 incentive awards, if any, are scheduled for payout in 2011, after the completion of CDI’s audited financial year-end statements.
	 		 	  
 All incentive payments at year-end are subject to
review, approval, and discretionary adjustment by the Compensation Committee of CDI’s Board of Directors. The Compensation Committee and CDI’s Board of Directors reserve the right to amend the terms of this plan or make other adjustments
as they deem necessary in their sole discretion.



  
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	 What If I Become
 Eligible After the
 Start of the Plan

Year?
	 	 •      
	 	If you become eligible after the start of the Plan year, you are still eligible to participate in the Incentive Program. However, your award will be prorated for the
length of time in which you participated in the Program unless specified otherwise by prior special written agreement.
	 	  

•      
	 	  
 Proration of your incentive award depends on when you
became eligible to participate. See the following chart to determine the proration formula that corresponds to the date your eligibility started.

								
		 		 		 		 		 	On or before 01/31/10	 	è	 	12/12 months (no proration)
		 		 		 		 		 	02/01/10 – 02/28/10	 	è	 	11/12 months
		 		 		 		 		 	03/01/10 – 03/31/10	 	è	 	10/12 months
		 		 		 		 		 	04/01/10 – 04/30/10	 	è	 	9/12 months
		 		 		 		 		 	05/01/10 – 05/31/10	 	è	 	8/12 months
		 		 		 		 		 	06/01/10 – 06/30/10	 	è	 	7/12 months
		 		 		 		 		 	07/01/10 – 07/31/10	 	è	 	6/12 months
		 		 		 		 		 	08/01/10 – 08/31/10	 	è	 	5/12 months
		 		 		 		 		 	09/01/10 – 09/30/10	 	è	 	4/12 months
		 		 		 		 		 	10/01/10 – 12/31/10	 	è	 	Discretionary *
					
		 		 		 		 	 *   Management has the discretion to allocate a prorated target incentive based on months with CDI (up
to three months) for newly hired employees. Performance measures must be established and submitted to Corporate Compensation at the beginning of the employee’s tenure in order for the participant to be incentive eligible.

						
		 		 		 		 		 	 •        Example 1: A newly hired employee who starts in July will be
eligible to receive 6/12 (or half) of the yearly incentive.

						
		 		 		 		 		 	 •        Example 2: An employee newly promoted into an executive
incentive eligible position in September will be eligible to receive 4 months of the yearly target incentive opportunity.

			
	 Will My
 Target
 Incentive or

Performance

Measures

Ever Change?
	 	 •      
	 	The target incentive award and performance measures established for you at the beginning of the Plan Year will remain the same unless there is a significant change in
responsibility, such as a promotion to a different position. However, any salary or incentive change that occurs in the fourth quarter will not be reflected in your incentive opportunity until the following year.
	 	  

•      
	 	  
 Changes in performance measures and incentive targets
are prorated to the month the change is effective for incentive calculation purposes. This is also true of target incentive opportunity changes as well, with the exception of any change that occurs in the fourth quarter. Fourth quarter changes will
not be reflected until the following year.

	 	  

•      
	 	  
 You will receive notice of a change in target award or
performance measures after your Human Resources Executive notifies Corporate Compensation. This process ensures accurate financial accrual, administration, and conformity to Corporate Compensation
guidelines.



  
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	 What Happens To
 My Incentive
 If I Leave CDI?
	 		 	Subject to the termination provisions below (or set forth in your employment agreement, if applicable), you must be employed by CDI on the day of incentive payouts to
be considered for an incentive award.
	 		 	  

•     
	 	  
 If you resign or are terminated by the Company for
cause on or before the day of the incentive payout, you will not be eligible to receive an incentive award.

				
		 		 	 •     
	 	If your employment with the Company terminates (other than for resignation or for cause), you may be considered for an award at the CEOs discretion and with the approval
of the Compensation Committee. If such an award is approved, it will be paid around the time all other incentive awards are paid.
				
		 		 	 •     
	 	If your employment with the Company terminates due to retirement, long-term disability or death, a prorated award will be paid according to year-end financial
statements, based on months of employment in that year.
				
	Administration	 		 	 •     
	 	While you are a participant of the Incentive Program, you are not eligible to participate in any other short-term incentive program at CDI.
				
		 		 	 •     
	 	Participants in the Executive Incentive Program are subject to the terms and conditions of CDI’s Compliance Program and the Policy on Cash Bonus Awards and Equity
Awards “Clawback” for CDI Corp. and its Related Companies; non-compliance may result in a reduction to the incentive in addition to disciplinary consequences.


 
  
  

 

  
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