CDI CORP. EMPLOYMENT AGREEMENT

Exhibit 10.14

CDI CORP.

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of the 1 ^st day of October, 2001 between CDI Corp., a Pennsylvania corporation (the “Company”), and Roger H. Ballou (“Executive”).

The Company desires to employ Executive, and Executive is willing to be employed by the Company, upon the terms and subject to the conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and intending to be legally bound hereby, the parties agree as follows:

TERMS

SECTION 1. E MPLOYMENT .

The Company hereby employs Executive, and Executive hereby accepts such employment and agrees to serve as the Company’s President and Chief Executive Officer, and to render services to the Company and its subsidiaries, divisions and affiliates, during the Employment Period set forth in Section 3, subject to the terms and conditions hereinafter set forth.

SECTION 2. M ANAGEMENT  & B OARD D UTIES .

As President and Chief Executive Officer of the Company during the Employment Period, Executive shall carry out such duties as are customarily associated with the position of president and chief executive officer, which duties shall however in all cases be subject to policies set by, and at the direction and control of, the Company’s Board of Directors (the “Board of Directors”). The Company shall use its best efforts to have Executive nominated and elected to the Board of Directors during the Employment Period. During the Employment Period, Executive shall be afforded the full protection of the indemnifications generally available to officers and directors under the Company’s by-laws.

SECTION 3. T ERM .

The term of Executive’s employment under this Agreement (the “Employment Period”) shall commence as of October 1, 2001, and, unless sooner terminated pursuant to Section 7 of this Agreement, shall continue until the close of

business on September 30, 2005. This Agreement survives any termination of the Employment Period.

SECTION 4. E XTENT OF S ERVICES .

During the Employment Period, Executive shall devote his full time and attention and give his best efforts, skills and abilities exclusively to the management and operations of the Company and its business and the business of its subsidiaries, divisions and affiliates. Executive shall perform his services hereunder at the Company’s offices in Philadelphia, Pennsylvania and at such other places as are required for the effective management of the Company and its business and the business of its subsidiaries, divisions and affiliates. During the Employment Period, Executive shall, if elected or appointed, serve as a director of the Company and as an executive officer and/or director of any subsidiary, division or affiliate of the Company and shall hold, without any compensation other than that provided for in this Agreement, the offices in the Company and in any such subsidiary, division or affiliate to which Executive may, at any time or from time to time, be elected or appointed. It is understood and agreed that, as of the date of this Agreement, Executive is a member of two Boards of Directors of companies unrelated to the Company, and that Executive shall be free to devote up to 10 days per year to participation in the meetings and other activities of those Boards. Executive agrees to use his best efforts to schedule such participation so as to minimize any disruption of his duties for the Company.

SECTION 5. C OMPENSATION AND B ENEFITS .

(a) Base Salary . During the Employment Period, Executive shall receive as compensation for his services a salary at the rate of Five Hundred Thousand Dollars ($500,000) per annum payable in equal installments at such intervals as the Company pays its senior executive officers generally (the “Base Salary”). The Base Salary shall be reviewed annually by the Board of Directors and may be increased by the Board of Directors in its absolute and sole discretion.

(b) Restricted Stock .

(1) As of the date of this Agreement, the Executive shall be granted 15,000 restricted shares of the Company’s Common Stock (the “Restricted Stock”) pursuant to the terms of the Restricted Stock Agreement attached hereto as Exhibit A. Pursuant to Section 6 of the Restricted Stock Agreement, Executive shall not be able to sell, transfer or otherwise benefit from any of the Restricted Stock until such shares vest as described in Section 4 of the Restricted Stock Agreement.

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(2) The Company will grant the Executive an additional number of restricted shares of the Company’s Common Stock, to a maximum of 25,000 shares (the “Additional Restricted Stock”) at the rate of one share of Additional Restricted Stock for each share of the Company’s Common Stock purchased by the Executive within a 15 day period beginning on the third day following the Company’s public release of its Third Quarter 2001 Earnings Report (the “Purchased Stock”). Such Additional Restricted Stock shall vest in accordance with the provisions of Section 4 of the Restricted Stock Agreement, but only while Executive retains all of the Purchased Stock. If Executive sells, exchanges transfers, hypothecates, pledges or otherwise disposes or encumber any of the Purchased Stock, then all remaining unvested shares of Additional Restricted Stock granted under this subsection shall be forfeited to the Company in accordance with Section 5 of the Restricted Stock Agreement.

(c) Nonqualified Stock Options . As of the date hereof, Executive shall be granted non-qualified stock options to purchase 500,000 shares of the Company’s Common Stock pursuant to the terms of the Non-Qualified Stock Option Agreement attached hereto as Exhibit B.

(d) Bonus Awards . Executive shall be eligible to receive bonus compensation during the Employment Period. The bonus award during Executive’s employment with the Company shall be determined as follows:

(i) Within a mutually agreeable time period before the beginning of each calendar year, Executive shall submit to the Board of Directors for its approval the Company’s operational plan, including a fiscal budget, for the next calendar year. A Committee of the Board of Directors, all of the voting members of which shall be outside directors as defined in regulations issued under §162(m) of the Internal Revenue Code of 1986, as amended, and the Executive shall establish mutually agreed goals each year based on the approved operational plan provided that (1) the Executive’s agreement to the goals proposed by the Committee shall not be unreasonably withheld and (2) at the time such goals are established, it is substantially uncertain whether they will be achieved.

(ii) The goals established by the Committee shall include a Target Goal, a Maximum Performance Goal, and such other Goals as the Committee shall determine to be appropriate.

(iii) The bonus to be paid Executive upon attaining the Target Goal for any calendar year shall be 75% of the Executive’s Base Salary for that year and the Bonus to be paid to the Executive upon attaining the Maximum Performance Goal for any such year shall be 120% of Executive’s Base Salary for that year. An appropriately prorated portion of the Bonus payable upon attainment of the Target Goal will be paid for any year in which the Executive’s performance does not attain the Target Goal, but attains at least the minimum level required for

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payment of a bonus under the Company’s Bonus Plan for key employees as in effect for the year in question. If the Executive’s performance for such year exceeds the Target Goal, but not the Maximum Performance Goal, the bonus payable to the Executive shall be appropriately prorated. In determining whether the Target Goal or the Maximum Performance Goal has been met in any year, the Committee shall give appropriate weight, in accordance with generally accepted accounting principles consistently applied, to the effect on those Targets, and the Executive’s ability to attain them, of strategic decisions, such as acquisitions, divestitures or other extraordinary transactions of similar magnitude.

(iv) Notwithstanding the foregoing:

(A) the Executive will be paid a Bonus for the year 2001 equal to the product of $375,000 multiplied by a fraction, the numerator of which is the number of days during 2001 during which the Executive is employed by the Company under this Agreement and the denominator of which is 365; and

(B) assuming that he remains employed by the Company under this Agreement throughout the year 2002, the Bonus payable to the Executive will not be less than 22.5% of the Executive’s Base Salary for the year 2002.

(v) Any of the Company’s financial results that are used to calculate bonuses under this Section 5(d) shall be taken only from the Company’s audited financial statements for the applicable year.

(vi) All cash bonuses payable under this Section 5(d) shall be paid to Executive within two weeks after the delivery of audited financial statements to the Company for the prior calendar year. No bonuses will be paid to Executive, if Executive’s employment with the Company has terminated before the bonus has been paid, regardless of whether he would have been entitled to a bonus based on the Company’s financial results for the prior year, unless the Company terminates Executive without Cause or the Executive terminates for Good Reason, both as defined in Section 7. In such case, the Executive shall be entitled to a pro-rated bonus, for the year based on the achievement of goals, but in no event less than the bonus earned by Executive in the immediate prior year.

(vii) By agreement between the Committee and the Executive, provided that the percentages of Base Salary specified in (iii) above, and the guaranteed bonus amounts specified in (iv) above, are maintained, compliance with this Section 5(d) may be achieved through the Executive’s participation in the Company’s Bonus Program on terms and conditions substantially similar to those applicable to other senior executives of the Company.

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(e) Employee Benefits . During the Employment Period, Executive shall be entitled to participate in all employee benefit plans and programs approved by the Board of Directors as the Company shall provide generally to other senior executive officers of the Company from time to time, other than any bonus plans.

(f) All payments to Executive or his estate made pursuant to this Agreement shall be subject to such withholding as may be required by any applicable laws.

SECTION 6. E XPENSE R EIMBURSEMENTS .

(a) Housing and Relocation. Executive currently maintains a primary residence (“Current Residence”). In connection with Executive becoming President and Chief Executive Officer of the Company, Executive shall be required to maintain his primary residence in the Philadelphia metropolitan area (“New Residence”).

(b) In connection with his relocation to the Philadelphia metropolitan area, the Company will reimburse Executive for all normal moving expenses including:

(i) Air fare (at coach rates) and related travel expenses, including those incurred in locating the New Residence;

(ii) the cost of moving Executive’s personal belongings (including those of family members residing with him);

(iii) ordinary and necessary costs of the sale of his Current Residence and of the purchase or rental of his New Residence. Costs in this latter category will be “grossed up” for federal and state tax purposes, so that the reimbursement received by the Executive is equal to those costs, unreduced by federal or state taxes that may be imposed on such reimbursements. For purposes of this Section 6, rental costs include all of the ordinary and necessary costs of renting a New Residence, but do not include the rent payments for such New Residence.

(c) If the Executive desires to have the Company assume the risks of ownership inherent in the sale of his current residence, he shall notify the Company within [15] days of the date of this Agreement. Within [10]days of receipt of such notice, the Company will contract with two independent real estate appraisers, each familiar with the real estate market in which the Current Residence is located, to prepare an appraisal of the fair market value of the Current Residence. Upon receipt of those appraisals, the Company shall notify the Executive that if he so elects, within [10] days of receipt of the two appraisals, the Company will, or will hire a relocation firm of its choice to, purchase the Executive’s

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Current Residence at a price equal to the average of those two appraisals. If the Executive elects not to accept that purchase offer, Company shall have no responsibility for the Current Residence, except as set forth in Section 6(b), and the Executive shall be free to sell, lease or otherwise deal with it as he sees fit.

(d) [ Temporary Housing Expenses – period and location/amount to be agreed .]

(e) During the Employment Period, the Company shall reimburse Executive for all reasonable and itemized out-of-pocket expenses incurred by Executive in the ordinary course of the Company’s business, provided such expenses are properly reported to the Company in accordance with its accounting procedures.

SECTION 7. T ERMINATION .

(a) The Employment Period may be terminated by either the Board on behalf of the Company or the Executive as provided in this Section 7(a). In addition to the scheduled expiration of the Employment Period set forth in Section 3, the Employment Period shall terminate upon the earliest to occur of the following:

(i) the Executive’s death or Disability;

(ii) the close of business on the day which is 30 days after delivery by the Company to Executive of written notice of the Company’s election to terminate Executive’s employment hereunder, for any reason whatsoever; or

(iii) the close of business on the day which is 30 days after the date on which the Executive shall have delivered to the Company written notice of Executive’s election to terminate Executive’s employment hereunder.

(b) For purposes of this Agreement, “Disability” shall have the same meaning as “Total Disability” under the CDI Corporation Long Term Disability Benefits Program, or such other comparable program as may then be in effect that provides long term disability coverage to the Company’s management employees.

(c) For purposes of this Agreement, “Cause” means any one or more of the following bases for termination of Executive’s employment with the Company:

(i) Executive’s commission of a felony or other crime involving moral turpitude;

(ii) Executive’s refusal to perform such services as may be reasonably delegated or assigned to Executive, consistent with his position, by the Board of Directors; provided, however, that a termination under this Section 7(c)(ii)

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shall not be for Cause unless the Company provides written notice to Executive of its intention to terminate Executive for Cause under this Section 7(c)(ii), and Executive fails, to the reasonable satisfaction of the Company, to cure the defects stated in such written notice within ten days after the notice was given to Executive;

(iii) Executive’s willful misconduct or gross negligence in connection with the performance of his duties under this Agreement that materially adversely affects Executive’s ability to perform his duties for the Company or materially adversely affects the Company;

(iv) Executive’s material breach of any of the terms or conditions of this Agreement;

(d) Following any termination of Executive’s employment hereunder, all obligations of the Company under this Agreement shall terminate except (i) any obligations with respect to the payment of accrued and unpaid salary or expense reimbursements under Sections 5 or 6 or severance specifically provided under this Section 7 hereof through the date of Executive’s termination of employment hereunder.

(e) In the event of any termination of Executive’s employment by the Company other than for Cause or by Executive for Good Reason, as hereinafter defined, the Company shall continue to pay Executive his Base Salary or, upon the Executive’s obtaining other employment, 50% of that Base Salary in the same intervals and amounts that were in effect immediately prior to termination, until the earlier of the date on which this Agreement is scheduled to terminate under Section 3 or the expiration of the Severance Period, as defined below. The “Severance Period” shall initially be 30 months, this period shall be reduced by 1/2 month for each month the Executive is employed under this Agreement. During the Severance Period, the Company shall continue to pay for medical benefit plans and programs for Executive comparable to those in which Executive participated and for which the Company paid immediately prior to Executive’s termination (except to the extent Executive receives comparable benefits from another employer). Notwithstanding the above, no amounts shall be paid or become payable to Executive during the Severance Period until Executive has executed a valid release and waiver of all claims and potential claims against the Company and other related parties in a form that is reasonably satisfactory to the Company, and any required waiting period under such release and waiver has expired and Executive has not revoked the release during such waiting period. The Executive agrees that he will notify the Company within [5] days of obtaining subsequent employment during the Severance Period.

(i) “Good Reason” exists if the Executive voluntarily terminates employment with the Company, including following a Change in

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Control, as hereinafter defined, because (A) Executive is assigned duties that are demeaning or otherwise materially inconsistent with the position and duties described in Section 2 hereof, (B) Executive’s place of employment with the Company is moved outside the Philadelphia metropolitan area or, following a Change in Control (C) Executive’s title is changed or (D) Executive’s principal place of employment is relocated by more than 50 miles. Before the Executive terminates for Good Reason, he must notify the Company in writing of his intention to terminate and the Company shall have 15 days after receiving such written notice to remedy the situation, if possible.

(ii) “Change in Control” shall mean a change in control of a nature that would be required to be reported in response to Item 1 of Form 8-K promulgated under the Securities Exchange Act of 1934, as amended (the “Act”), provided, that, without limitation, such a change in control shall be deemed to have occurred if any “person” (as such term is used in Sections 13(d) and 14(d) of the Act), other than (1) the Company, (2) any “person” who on the date hereof is a director or officer of the Company, (3) any “person” who on the date hereof is the beneficial owner of 5% or more of the voting power of the Company’s outstanding securities or an affiliate of any such person or (4) a trust established under an employee benefit plan for employees of the Company of its subsidiaries, is or becomes the “beneficial owner,” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities.

(iii) Any termination by the Company or by Executive of Executive’s employment hereunder shall be communicated by written notice.

(f) Except as provided in (g) below, any severance compensation granted in this Section 7 shall be the sole and exclusive compensation or benefit due to Executive upon termination of Executive’s employment.

(g) If Executive’s employment is terminated by the Company for any reason other than Cause, or by the Executive for Good Reason, following a Change in Control then, in addition to any other benefits, including pursuant to option agreements and employee benefit plans, to which Executive may be entitled following such a Change in Control, the Executive shall be entitled to, in lieu of payments under Section 7(e), the maximum amount of additional cash compensation that can be paid to the Executive without the imposition on such payments of any excise tax under section 4999 of the Code or any loss of deduction by the Company under section 280G of the Code taking into account in such calculation the accelerated vesting of Restricted Stock and Stock Options, provided under Exhibits A and B. If it shall be finally determined that payments in excess of those limits have been made to the Executive, such payments shall be considered to have been a loan to the Executive by the Company and shall be repaid, with

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interest at the short term annual rate established under section 1274 of the code, upon demand by the Company.

SECTION 8. R EPRESENTATIONS , W ARRANTIES AND A CKNOWLEDGMENTS OF E XECUTIVE .

(a) Executive represents and warrants that his experience and capabilities are such that the provisions of Section 9 will not prevent him from earning his livelihood, and acknowledges that it would cause the Company serious and irreparable injury and cost if Executive were to use his ability and knowledge in competition with the Company or to otherwise breach the obligations contained in Section 9.

(b) Executive acknowledges that (i) during the term of Executive’s employment with the Company, Executive will continue to have access to Confidential Information; (ii) such Confidential Information is proprietary, material and important to the Company and its non-disclosure is essential to the effective and successful conduct of the Company’s business; (iii) the Company’s business, its customers’ business and the businesses of other companies with which the Company may have commercial relationships could be damaged by the unauthorized use or disclosure of this Confidential Information; and (iv) it is essential to the protection of the Company’s goodwill and to the maintenance of the Company’s competitive position that the Confidential Information be kept secret, and that Executive not disclose the Confidential Information to others or use the Confidential Information to Executive’s advantage or the advantage of others.

(c) Executive acknowledges that as the Company’s Chief Executive Officer and President, Executive will be put in a position of trust and confidence and have access to Confidential Information, will supervise the operations and employees of the Company, will continue to be in contact with customers and prospective customers, will participate in the preparation and submission of bids and proposals to customers and prospective customers, and will be responsible for the formulation and implementation of the Company’s strategic plans.

(d) Executive acknowledges that as the Company’s Chief Executive, it is essential for the Company’s protection that Executive be restrained following the termination of Executive’s employment with the Company from soliciting or inducing any of the Company’s officers and management employees to leave the Company’s employ, hiring or attempting to hire any of the Company’s officers or management employees, soliciting the Company’s customers and suppliers for a competitive purpose, and competing against the Company for a reasonable period of time.

(e) Executive represents and warrants that Executive is not bound by any other agreement, written or oral, which would preclude Executive from

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fulfilling all the obligations, duties and covenants in this Agreement. Executive also represents and warrants that Executive will not use, in connection with his employment under this Agreement, any materials which may be construed to be confidential to a prior employer or other persons or entities. In the event of a breach of this Section 8 which results in damage to the Company, Executive will indemnify and hold the Company harmless with respect to such damage.

References in this Section 8 to the Company shall include the Company, its subsidiaries, divisions and affiliates.

SECTION 9. E XECUTIVE ’ S C OVENANTS AND A GREEMENTS .

(a) Executive agrees to maintain full and complete records of all transactions and of all services performed by Executive on behalf of the Company and to submit this information to the Company in the manner and at the times that the Company may, from time to time, direct.

(b) Executive agrees to devote Executive’s entire productive time, ability and attention to the Company’s business during the term of this Agreement. Executive further agrees not to, directly or indirectly, render any services of a business, commercial or professional nature to any other person or organization, whether for compensation or otherwise, without the Company’s prior written consent.

(c) Executive agrees to abide by and comply with all personnel and company practices and policies applicable to Executive.

(d) Executive shall promptly and completely disclose to the Company and the Company or its customers will own all rights, title and interest to any Inventions made, recorded, written, first reduced to practice, discovered, developed, conceived, authored or obtained by Executive, alone or jointly with others, during the ter