PERFORMANCE-CONTINGENT DEFERRED STOCK AGREEMENT

PERFORMANCE-CONTINGENT DEFERRED STOCK AGREEMENT

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Exhibit 10.3

PERFORMANCE-CONTINGENT DEFERRED STOCK AGREEMENT

1. Grant of Performance-Contingent Deferred Stock. The Company hereby grants to [name of recipient] (the “Recipient”) [number] shares of Performance-Contingent Deferred Stock. This grant is subject to the terms, definitions and provisions of the Plan, which is incorporated herein by reference. In the event of a conflict between the terms of this Agreement and the Plan, the Plan will prevail.

2. Definitions.

(a) “Board” means the Board of Directors of CDI Corp.

(b) “CDI Stock” means CDI Corp. common stock, par value $.10 per share.

(d) “Company”, as the context requires, means CDI Corp., CDI Corp. and its subsidiaries, or the individual subsidiary of CDI Corp. which employs or retains the Recipient.

(e) “Date of Grant” means [date].

(f) “Determination Date” means the date that the calculation of RONA is approved by the Committee, which is anticipated to be shortly after the audit of the Company’s 2006 financial statements is completed.

(g) “Disability” means a physical, mental or other impairment within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended.

(h) “Fair Market Value” means the closing price of actual sales of CDI Stock on the New York Stock Exchange composite tape on a given date or, if there are no such sales on such date, the closing price of CDI Stock on such Exchange on the last preceding date on which there was a sale.

(i) “Grant” means the grant of Performance-Contingent Deferred Stock to the Recipient which is described in Section 1 of this Agreement.

(j) “Plan” means the CDI Corp. 2004 Omnibus Stock Plan.

(k) “RONA” means Return on Net Assets, which equals the Company’s operating profit (before interest income or expense and income taxes) for 2006 divided by the average of the Company’s net assets at December 31, 2005 and December 31, 2006 (with net assets being total assets minus total liabilities, excluding cash, goodwill and any income tax assets or liabilities excluding assets held for sale and any corresponding debt related to it), all as calculated by the Chief Financial Officer of CDI Corp. and subject to review and approval by the Committee.

(l) “Retirement” means the Recipient’s leaving the employ of the Company:

(i)

on or after the date that Recipient satisfies one of the following combinations of age and years of service with the Company:

•

60 years of age and 20 years of service;

•

62 years of age and 15 years of service; or

•

65 years of age and 5 years of service; or

(ii)

at such earlier date as may be approved by the Committee, in its sole discretion.

3. Performance Contingency and Vesting. The Performance-Contingent Deferred Stock will be converted to an equivalent number of shares of CDI Stock (subject to vesting) if certain levels of RONA are achieved. The percentage of the shares of Performance-Contingent Deferred Stock granted to the Recipient which will be converted into an equivalent number of shares of CDI Stock (subject to vesting) is indicated in the table below.


RONA	Percentage of shares of Performance-Contingent Deferred Stock to be converted to CDI Stock
Less than 21.7%	0	%
From 21.7% to 22.7%	20	%
From 22.8% to 23.8%	40	%
From 23.9% to 24.9%	60	%
From 25.0% to 26.0%	80	%
26.0% or Greater	100	%

The Recipient will not be entitled to receive any shares of CDI Stock relating to the Performance-Contingent Deferred Stock until the shares of CDI Stock have vested. Such shares of CDI Stock will vest as follows: (a) 50% on the Determination Date, and (b) 50% on the first anniversary of the Determination Date. Soon after vesting, a stock certificate representing the appropriate number of shares of CDI Stock will be delivered to the Recipient. The number of shares of CDI Stock which the Recipient will receive upon vesting shall be decreased in accordance with Section 5 below regarding tax withholding. If the Recipient’s employment with the Company terminates for any reason prior to the Determination Date, none of the shares of Performance-Contingent Deferred Stock will vest and such shares shall be forfeited as of the date that Recipient’s employment with the Company terminates. If the Recipient’s employment with the Company terminates between the Determination Date and the first anniversary of the Determination Date, the Recipient will be entitled to receive the shares which vest upon the Determination Date but the shares scheduled to vest on the first anniversary date of the Determination Date shall be forfeited; provided, however, that if, between the Determination Date and the first anniversary of the Determination Date, the Recipient’s employment with the Company terminates as a result of death, Disability or Retirement, any shares of CDI Stock scheduled to vest on the first anniversary date of the Determination Date will become immediately vested.

4. Dividends. No dividends shall be paid with respect to the Performance-Contingent Deferred Stock. In lieu thereof, at such time as shares of CDI Stock are vested the Recipient will be

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credited with that number of additional whole shares of CDI Stock that can be purchased (based on their Fair Market Value on the last trading day immediately prior to the vesting date) with the sum of the dividends that would have been paid with respect to an equal number of shares of CDI Stock between the Date of Grant and the vesting date. The number of shares of CDI Stock payable to the Recipient with respect to dividends shall be decreased in accordance with Section 5 below regarding tax withholding.

5. Tax Withholding. The number of shares of CDI Stock to be delivered to the Recipient upon vesting (including shares relating to dividends) shall be reduced by the number of shares having a Fair Market Value equal to all taxes (including, without limitation, federal, state, local or foreign income or payroll taxes) required by law to be withheld in connection with the payout relating to the Performance-Contingent Deferred Stock. The portion of any shares of CDI Stock withheld pursuant to the applicable tax laws shall be determined by using the Fair Market Value of CDI Stock on the vesting date.

6. Nontransferablity of the Grant. The Performance-Contingent Deferred Stock may not be transferred, in whole or in part, except (a) by will or the applicable laws of descent and distribution or (b) with the prior written approval of the Committee, to the spouse or descendant of the Recipient or a trust for the benefit of the spouse or descendants.

7. Stock Ownership Requirements. If the Recipient is subject to any stock ownership requirements imposed by the Company, those requirements may limit the Recipient’s ability to sell or otherwise transfer some or all of the shares of CDI Stock which may be acquired by the Recipient in connection with the Performance-Contingent Deferred Stock.

8. Cancellation of Performance-Contingent Deferred Stock and Repayment of Gains. Notwithstanding any other provision of this Agreement, if the Committee determines that the Recipient has entered into or intends to enter into competition with the Company or any of its subsidiaries, the Committee may, in its discretion, at any time during the term of the non-competitive covenant, if any, in the employment agreement, engagement agreement, “covenants and agreements” or similar document between the Recipient and the Company which is being violated by such competition: (a) cancel any shares of Performance-Contingent Deferred Stock granted to the Recipient and/or (b) require the Recipient to pay to the Company an amount equal to the value derived from the CDI Stock issued to the Recipient in connection with of any Performance-Contingent Deferred Stock during the one-year period prior to the termination of the Recipient’s employment or engagement with the Company.

9. Compliance with Laws. All shares of CDI Stock issued hereunder to the Recipient or his personal representative shall be transferred in accordance with all applicable laws, regulations or listing requirements of any national securities exchange, and the Company may take all actions necessary or appropriate to comply with such requirements including, without limitation, restricting (by legend or otherwise) such CDI Stock as shall be necessary or appropriate, in the opinion of counsel for the Company, to comply with applicable federal and state securities laws, including Rule 16b-3 (or any similar rule) of the Securities and Exchange Commission, and postponing the issuance or delivery of any shares of CDI Stock. Notwithstanding any provision in this Agreement to the contrary, the Company shall not be obligated to issue or deliver any shares of CDI Stock if such action violates any provision of any law or regulation of any governmental authority or any national securities exchange. The Company may also condition delivery of certificates for shares of CDI Stock upon the prior receipt from the Recipient of any undertakings that it determines are required to ensure that the certificates are being issued in compliance with federal and state securities laws.

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10. Rights Prior to Issuance of Certificates. Neither the Recipient nor any person to whom the Recipient’s rights shall have passed by will or by the laws of descent and distribution shall have any of the rights of a shareholder with respect to any shares of Performance-Contingent Deferred Stock or any shares of CDI Stock issuable in connection with the Performance-Contingent Deferred Stock until the date of issuance to the Recipient of a certificate for shares of CDI Stock.

11. Performance-Contingent Deferred Stock Does Not Affect Employment Relationship. This Grant shall not confer upon the Recipient any right to continue in the employ or service of the Company, nor interfere in any way with the right of the Company to terminate the employment of the Recipient at any time.

12. Interpretation. The Committee shall have the sole power to interpret this Agreement and to resolve any disputes arising hereunder.

13. Acknowledgement. The Recipient acknowledges receipt of a copy of the Plan and certain information related thereto and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Agreement subject to all of the terms and provisions of the Plan. The Recipient has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of independent counsel prior to executing this Agreement and fully understands all provisions relating to this Agreement. In addition, by entering into this Agreement and accepting this Grant, the Recipient acknowledges that: (a) the Grant is a one-time benefit and does not create any contractual or other right to receive future grants, awards or other benefits in lieu of grants; (b) the Recipient’s participation in the Plan is voluntary; (c) this Grant is not part of normal or expected compensation for any purpose, including without limitation for calculating any benefits, severance, termination, bonuses, retirement benefits or similar payments; and (d) the future value of CDI Stock is unknown and cannot be predicted, and the Recipient is not, and will not, rely on any representation by the Company or any of its personnel regarding the future value of CDI Stock.

14. Execution of this Agreement. If the Recipient does not sign and return this Agreement, the Company is not obligated to provide the Recipient with any benefit hereunder and may refuse to issue shares of CDI Stock to the Recipient in connection with this Grant. If the Recipient receives any shares of CDI Stock in connection with this Grant but has not signed and returned this Agreement, he or she will be deemed to have accepted and agreed to the terms set forth herein.

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Signature:

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