David C. Peterschmidt

        Mr. Peterschmidt joined us as President, Chief Executive Officer and a Class III Director on July 1, 2010. Mr. Peterschmidt brings his considerable management experience in information technologies ("IT") services and products to CIBER's leadership and his membership on our Board of Directors. In addition to his extensive business leadership in U.S. IT companies, he has global business experience and has managed public companies through a wide range of environments. Prior to joining us, Mr. Peterschmidt was Co-Founder and Managing Director of 280 Capital Partners, a private equity firm focused on lower mid-market technology companies which he co-founded in 2007. From 2004 to 2007, he was the President, Chief Executive Officer and Director of Openwave Systems, Inc. Mr. Peterschmidt currently serves as a non-executive Director of BackOffice Associates, LLC, a privately held provider of data quality solutions in support of SAP Solutions for global customers; as a non-executive Director of SAVVIS, Inc. (NASDAQ (GS): SVVS, where he is a member of the compensation committee; and as a non-executive Director of Limelight Networks, Inc. (NASDQ (GM): LLNW) where he is a member of the audit committee. From 2003 to 2004 he was the Co-Chairman and Chief Executive Officer of Securify, Inc. which was acquired by Secure Computing in 2008 and from 1996 to 2003 he was the Chairman, President and Chief Executive Officer of Inktomi Corporation which was acquired by Yahoo! in 2003. Before 1996 he served in executive positions with Sybase, Inc. and as an officer in the United States Air Force from 1969 to 1979.

Claude J. Pumilia

        Mr. Pumilia joined us as Executive Vice President, Chief Financial Officer and Treasurer on April 4, 2011. He brings extensive experience in worldwide financial and strategic planning and development, organizational disciplines and metrics to drive performance, business development, market research and competitive analysis to our leadership team. Prior to joining CIBER, Mr. Pumilia was the first Chief Financial Officer for the City and County of Denver in Denver, Colorado from 2007 to 2011. As the first Chief Financial Officer of the City of Denver, Mr. Pumilia restructured over $3 billion of publicly-traded debt and led cost reduction efforts that closed over $300 million in deficits. Before he joined the City and County of Denver, Mr. Pumilia was, from 2005 to 2006, Senior Vice President and a member of the Senior Leadership Team of CA, Inc. (formerly Computer Associates) where he had direct responsibility for the sales finance team and the international controllership. From 2002 to 2005, Mr. Pumilia was Vice President of Finance for two divisions of Hewlett-Packard Company ("HP"). While at HP, Mr. Pumilia drove double-digit revenue and profit growth in the Digital Imaging and Publishing business unit, a $3 billion division within HP. He subsequently led the finance organization for the Americas for HP's Imaging and Printing Group. He was also responsible for finance and strategic planning, as well as the introduction of organizational disciplines and metrics to drive performance to financial objectives. From 1996 to 2002, Mr. Pumilia held various management positions with Compaq Computer Corporation ("Compaq"); although, from 2000 to 2001, he became the Chief Financial Officer and Vice President of Business Development for Emerging.com, an internet startup company providing eCommerce consulting services. During his time at Compaq, Mr. Pumilia led the world-wide financial planning and analysis team for the company and had responsibility for business development, strategic planning, market research and competitive analysis functions. Prior to joining Compaq, Mr. Pumilia held positions with McKinsey & Company performing strategy and valuation assignments, with Baker & Botts, LLP representing private and public corporate clients in business transactions, and with Andersen Consulting advising financial and energy clients.

Peter H. Cheesbrough

        Mr. Cheesbrough joined us as Executive Vice President and Chief Financial Officer in October 2007 and was elected Treasurer in February 2008. He served us in those officer positions until April 4, 2011, and as a director of the Company until April 29, 2011, when he left the Company to

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pursue his interest in participating on other public company boards and was succeeded as Executive Vice President, Chief Financial Officer and Treasurer by Mr. Pumilia. He also served as our interim Chief Executive Officer and President from April 11, 2010, until Mr. Peterschmidt joined us on July 1, 2010. Mr. Cheesbrough served as a Class I Director from November 2002 to April 2011. He also served as Chairman of the Audit Committee from November 2002 until October 2007. Mr. Cheesbrough brought his considerable experience in accounting and finance to CIBER's leadership and his membership on our Board of Directors. In addition to his business leadership in U.S. companies, he has significant international business experience in various management roles, as well as in outside auditing roles. Mr. Cheesbrough's service as interim Chief Executive Officer of the Company gave him additional insights into the operations of CIBER and its management. Prior to joining us as an officer in 2007, Mr. Cheesbrough was Vice President and General Manager of Navigant Biotechnologies, LLC and, from 2002 to 2005, was Navigant Biotechnologies' Chief Financial Officer. From 1985 to 2000, Mr. Cheesbrough held several senior financial management positions with Quovadx, Inc. and Echo Bay Mines Ltd. Before 1985, he served in executive financial positions with two Canadian public companies and prior to that, Mr. Cheesbrough was an audit and tax manager for Coopers & Lybrand (now PWC) in England and Canada. From 1996 until 2006, Mr. Cheesbrough served on the board of directors of Health Grades, Inc., where he was a member of both the audit and compensation committees. He is a member of the Institute of Chartered Accountants in Alberta and a Fellow of the Institute of Chartered Accountants in England and Wales.

Tony Hadzi

        Mr. Hadzi, whose full name is Antonios Hadziathanassiou, joined us in October 1999 as a sales manager and he is currently an Executive Vice President and President of our North America Division. In this role, Mr. Hadzi is responsible for our North American operations, including commercial and state and local government markets, as well as for our Global Delivery operations in India and the global strategic business and technology practices. A 31-year veteran of the IT consulting industry, Mr. Hadzi has extensive experience in IT systems integration, development, and service management, and has been involved directly in the development and management of large application projects and enterprise resource planning ("ERP") implementations. Prior to joining CIBER, Mr. Hadzi established the North American subsidiary for the South African IT services company, Q Data, and served as President of that company in the USA from 1994 to 1999. Before this U.S. business venture, Mr. Hadzi served as Senior Vice President leading the Johannesburg business unit of Q Data Consulting. He also served in senior executive positions for three Q Data subsidiaries. Mr. Hadzi was one of the first members of the startup consulting company, DATA TRUST (PTY) Ltd., which later became the founding company of Q Data. He worked there as senior technical consultant on major development projects in all aspects of systems integration and development.

Terje Laugerud

        Mr. Laugerud joined us as President and Chief Executive Officer of CIBER's International Division in January 2003 following our acquisition of ECsoft Group plc. In September 2009, he was promoted to an Executive Vice President in addition to being President of our International Division. Along with operations in eleven European countries, CIBER's operations in Russia, China, Australia and New Zealand also report to him. Mr. Laugerud has led the growth of CIBER in Europe, including organic and acquired growth. From 1994 to 2000, Mr. Laugerud was the Chief Executive Officer of ECsoft and a non-executive Director until May 2002. Mr. Laugerud has over 25 years of experience in the IT industry. He served on the boards of directors of CMA Asset Management ASA (Norway) and Heliogruppen AS (Norway) from 2001 to 2005 and on the board and compensation committee of MySQL AB (Sweden) from 2001 to 2006.

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Marcia M. Kim

        Ms. Kim became Senior Vice President and President of CIBER's Federal Division in April 2007. Before joining us, Ms. Kim spent 27 years in various capacities with Computer Sciences Corporation ("CSC"), most recently as Vice President, Citizens Services (Civil Group of Federal Sector). In this role, Ms. Kim was responsible for all contract performance and new business growth, for agencies such as the Department of Health and Human Services, Federal Emergency Management Agency, Department of Defense, Department of Energy, and Social Security Administration. She was also responsible for the operations and modernization of the New York Medicaid program. Before she was Vice President, Citizen Services, Ms. Kim served as Vice President, Application Programs at CSC. There she led the business area for CSC's System Sciences Division, focused on federal healthcare, land and resources management, systems integration, and non-federal support services. Before her tenure at CSC, Ms. Kim worked at General Electric for seven years.

Eric D. Goldfarb

        Mr. Goldfarb joined us as Executive Vice President and Chief Information Officer on March 28, 2011. Mr. Goldfarb brings us vast experience and industry knowledge that align with our objectives to ensure that CIBER accomplishes its key initiative of building out a world-class information technology organization that will support our growth and enhance our business decisions as well as his distinguished track record of building outstanding information technology organizations and systems, overseeing capital and operating budgets, and integrating multiple financial systems. From 2006 to 2010, Mr. Goldfarb was Executive Vice President, Executive Committee Member and CIO at BearingPoint, Inc. In that role he was responsible for rebuilding the mission of and setting the priorities for the IT organization where he successfully integrated multiple financial systems, achieved compliance with federal regulations, and delivered significant cost savings through innovations that earned BearingPoint a spot on InformationWeek's list of most innovative companies. Additionally, Mr. Goldfarb was instrumental in expanding the client base through website redesigns that enabled client mining and increased marketing activities. This effort won a 2007 Interactive Media Award. Prior to his employment with BearingPoint, Mr. Goldfarb was Executive Vice President and Chief Information Officer at PRG Schultz International, Inc., a financial service industry company, from 2002 to 2006, where he was responsible for creating efficiencies in the corporation's operating and business processes. From 1996 to 2002, Mr. Goldfarb held various Chief Information Officer positions with Global Knowledge, Inc., Viacom, Inc. and Elder-Beerman Stores Corporation and various information and business systems managerial positions with Limited Brands, Inc., The Interpublic Group and Domino's Pizza, Inc. Mr. Goldfarb is a widely published thought leader in the discipline of applying information technology to business needs. He is co-author of several books including Ways to Reduce IT Spending, (2004). His articles have appeared in Computerworld and CIO Magazine. Computerworld recognized Mr. Goldfarb as one of the world's premier 100 IT leaders in 2003.

Paul A. Jacobs

        Mr. Jacobs became the Chairman of our Board of Directors on April 11, 2010, and effectively guided the Board through the management transition. He has been a Class III Director since February 2005. Mr. Jacobs is a founding member in the law firm of Jacobs Chase LLC, a Denver mid-size law firm formed in 1995. Mr. Jacobs brings to our Board and his Chairmanship more than 40 years of comprehensive legal experience in representing a variety of businesses and entrepreneurs in corporate finance, mergers and acquisitions, business planning and real estate. Mr. Jacobs was the driving force behind Denver's 1990 Major League Baseball Expansion bid and served as Executive Vice President and General Counsel of the Colorado Rockies from the inception of the franchise in 1991 through February 1995. Prior to that, Mr. Jacobs practiced at the Denver law firm of Holme Roberts & Owen for 24 years, where he served on the Executive Committee for more than 10 years. Mr. Jacobs is

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currently Vice President and a director of the American Jewish Committee and a director of The Colorado Sports Hall of Fame.

Stephen S. Kurtz*

        Mr. Kurtz has been a Class II Director since his election to the Board in December 2007 and re-election in May 2008. He serves as Chairman of the Audit Committee and Chairman of the Compensation Committee and he has been nominated to stand for re-election at this Annual Meeting to fill one of the upcoming Class II vacancies. Mr. Kurtz's 30 years providing professional services in accounting and finance bring depth to both our Board and Audit and Compensation Committees. His primary emphasis has been in the negotiation, structuring and tax planning for mergers, acquisitions, joint ventures and leveraged buyouts and this extensive financial experience is a valuable asset to our Board. Mr. Kurtz is a Co-Managing Member of Mankwitz Kurtz Investments, LLC, a Denver-based private equity firm, which he formed in 2001. In 2008, Mr. Kurtz formed Kurtz Financial, LLC, a consulting firm specializing in restructuring, turnarounds, and mergers and acquisitions advisory services. From 1978 to 2001, he was President of the CPA firm of Shenkin Kurtz Baker & Co. Mr. Kurtz is a certified public accountant. From 1995 to 2010 he was a member of the board and chairman of the audit and finance committee of HCA-HealthOne in Denver and a member of the community board of Wells Fargo Colorado, N.A. Since November 2009, Mr. Kurtz has also been a member of the board and the chairman of the audit committee of Pembrook Mining Corp., a privately-held, Canadian-based international mining company.

Kurt J. Lauk, PhD*

        Dr. Lauk was appointed to the Board as a new Class II Director and as a member of the Board's Audit Committee in November 2010. Dr. Lauk has been nominated to stand for election at the Annual Meeting. Dr. Lauk brings vast international business experience in finance, sales and marketing to CIBER's Board. Dr. Lauk's global expertise supports the Board's efforts in overseeing CIBER's strategy to expand our operations on a global level. Dr. Lauk is an executive officer of Globe CP GmbH and serves as a Trustee of the International Institute for Strategic Studies in London. He is an honorary professor with a chair for International Business Strategy at the prestigious European Business School in Reichartshausen and was also a lecturer in Global Management at the Stanford University Graduate School of Business. Dr. Lauk serves as the Chairman of the Economic Council to the Christian Democratic Party in Berlin, Germany, an independent business organization. Since 2004, Dr. Lauk has been a special advisor to Silver Lake Partners, a leader in private investments in technology and technology-enabled industries. From March 2007 until October 2010, Dr. Lauk was a member of the Board of The Innovation Group plc, U.K., where he was a member of the Nomination Committee. Dr. Lauk was a Member of the Board of Management of DaimlerChrysler from 1996 to 1999. During his tenure at Daimler-Chrysler, Dr. Lauk had senior management roles in, and was responsible for, the global Commercial Vehicle Division. Prior to joining DaimlerChrysler, he held the position of Chief Financial Officer and Chief Controller of VEBA AG (today E.on AG), Germany's largest publicly-listed energy conglomerate where he served as a Member of its Board of Management with IT responsibilities. Earlier, Dr. Lauk was Deputy Chairman and Chief Financial Officer of Audi AG where he also handled marketing for the Audi brand. He also served as Vice President and Director of The Boston Consulting Group Inc., in Munich and Boston, respectively, where his practice focused on technology and manufacturing businesses. Dr. Lauk currently serves on several supervisory boards and on selected advisory councils. He has previously served on several commissions both on the federal and state level in Germany.

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Archibald J. McGill

        Mr. McGill has been a Class III Director since September 1998. As a long-standing member of CIBER's Board of Directors, Mr. McGill brings knowledge of the Company's history and continuity to his membership on the Board. Mr. McGill also represents extensive experience in business to business sales and marketing, venture capital acquisition and large business management. Mr. McGill provides our Board with senior leadership, strategic and technology industry experience from his service in executive capacities at IBM and AT&T and President of Rothschild Venture Capital. He is on the boards of directors of several small high-technology companies. From 1985 to the present, Mr. McGill has been the President of Chardonnay, Inc., a venture capital investment company.

James C. Spira

        Mr. Spira has been a Class I Director since March 2002. Mr. Spira previously served as a Director of our Company from September 1994 until October 1998. Mr. Spira has over 40 years of management consulting experience and he brings his widely regarded expertise in developing and implementing winning competitive strategies and career-long focus on profit improvement to his membership on our Board of Directors. Mr. Spira currently serves as non-executive Chairman of the board of enlight Advisors, LLC, a Cleveland, Ohio privately-held management consulting firm specializing in corporate strategy. From July 2003 until September 2008, Mr. Spira served as non-executive Chairman of the board of Brulant, Inc., a Cleveland, Ohio privately-held information services firm. He served as a director of Brulant from 1997 to 2008. Mr. Spira serves on the board of directors of Jackson-Hewitt, Inc. (NYSE: JTX) where he is also a member of the audit and compensation committees. Mr. Spira served as President and Chief Operating Officer of American Greetings Corporation from 2001 until his retirement in July 2003. From 1995 to 2001, he was managing partner of Diamond Technology Partners, Inc., a Chicago, Illinois-based management consulting firm providing program management services to design and deploy technology-enabled business strategies. From 1974 to 1991, Mr. Spira was Co-founder, President and Chief Executive Officer of Cleveland Consulting Associates, an operations and systems management consulting firm doing business with multi-national companies.

Bobby G. Stevenson

        Mr. Stevenson is a Class I Director and a Founder of the Company. Mr. Stevenson was a key figure in CIBER's formation and the ensuing growth of the Company. He continues to utilize his long-term management experience with the Company and his extensive knowledge of the IT industry in his role on our Board of Directors. Mr. Stevenson served as Vice President in charge of our recruiting and management of the technical staff from 1974 until November 1977 when he became Chief Executive Officer. As Chief Executive Officer from 1977 to 1998, he was responsible for all of our operations. Mr. Stevenson has been a member of our Board of Directors since the Company's inception.

James C. Wetherbe, PhD**

        Dr. Wetherbe has been a Class II Director since February 2005. Dr. Wetherbe was not nominated to stand for re-election at this Annual Meeting. Dr. Wetherbe is a highly regarded professor, author and consultant on the use of computers and information systems to improve organizational performance and competitiveness. He brings more than 30 years of academic and industry experience with management and information technology for a broad spectrum of private and public organizations to his service on our Board. From July 1993 to July 2006, Dr. Wetherbe was a director of Best Buy Co., Inc. where he served as chair of their long range and strategic planning committee and as a member of their nomination committee. In September 2006, Dr. Wetherbe became a member of the board of directors of the Sandia Motorsports Park and, in 2007, a member of the board of directors of Bizdio and the board of directors of ILostMyJob.com LLC in 2009. From 1993 to 2000, Dr. Wetherbe

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was the FedEx Professor of Excellence in MIS at the University of Memphis, a Professor of MIS and Director of the MIS Research Center at the University of Minnesota from 1980 to 2000 and a Professor of MIS at the University of Houston from 1977 to 1980. Dr. Wetherbe is currently the Bobby G. Stevenson Chaired Professor of Information Technology and Executive Director for Internet Buyer Behavior at Texas Tech University. He has held this position since 2000 when the professorship was created and Texas Tech selected him to fill the Chair. In addition, Dr. Wetherbe has held several positions in the information industry as a chief information officer, consultant and account manager. He is an internationally known author of 30 books and a speaker on the use of computers and information systems to improve organizational performance and competitiveness.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

        In November 2006, our Board adopted a written policy that requires the Audit Committee to review any financial transactions, arrangements or relationships that exceed $120,000 in which we are a participant and a related party (as defined in Rule 404(b) of Regulation S-K under the Exchange Act) has a direct or indirect interest. Audit Committee approval of any related party transaction will depend on whether or not the transaction is fair and beneficial to us. Our related party transaction policy is in addition to the conflict of interest policy found in our Code of Business Conduct and Ethics. The Audit Committee was not presented with any proposed related party transactions during 2010.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Section 16(a) of the Exchange Act requires that our directors, executive officers and persons who beneficially own greater than 10% of a registered class of our equity securities file initial reports of ownership and changes in ownership of such securities with us and the Commission. Based solely upon our review of copies of the Section 16(a) reports we have received and written representations from reporting persons, we believe that during the year ended December 31, 2010, all of our directors, executive officers and greater than 10% beneficial owners were in compliance with their filing requirements, except that one grant of stock options to Mr. Joe Mancuso dated July 30, 2010, was not reported on a timely-filed Form 4 but was subsequently reported on a Form 4 filed August 9, 2010. In addition, instead of being timely filed on November 11, 2010, the Form 4 covering an initial grant of 29,498 restricted stock units for Dr. Kurt Lauk was filed December 1, 2010, because Dr. Lauk's EDGAR filing codes were not available until November 29, 2010.

CORPORATE GOVERNANCE PRACTICES

        The Board met seventeen (17) times in 2010 in regularly scheduled quarterly and special meetings. With the exception of Dr. Lauk who joined the Board in November, each director, including incumbents, participated either in person or by telephone conference in at least 75% of all 2010 regularly scheduled quarterly Board meetings and committee meetings (of which such director was a member) and each attended the Annual Meeting of Stockholders last year. Each director is expected to attend the Annual Meeting this year.

Corporate Governance

        We have had informal governance standards in place since our inception in 1974 that have evolved to accommodate our growth over the years and changing governance practices. Our Board has adopted formal Corporate Governance Principles (the "Principles") to address matters of corporate governance including, but not limited to, Board composition and leadership, Board member qualifications, compensation, tenure and succession, Board organization, term and age limits, service on additional public company boards and audit committees and committee operation and responsibilities. Board members are also subject to the requirements of CIBER's Code of Business Conduct and Ethics (the "Code of Conduct") which includes, among other things, a conflict of interest policy. In addition, in

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November 2006, the Board adopted a policy with respect to related party transactions, as discussed in more detail above. The Principles, Code of Conduct and Related Party Transaction Policy can be found on our website at www.ciber.com under "Investor Relations," or you may request a copy by writing to us at CIBER, Inc., 6363 South Fiddler's Green Circle, Suite 1400, Greenwood Village, Colorado 80111, Attention: Investor Relations.

Board Leadership Structure and Executive Sessions

        The positions of Chief Executive Officer and Chairman of the Board of Directors are separated at CIBER. In our Board's opinion, such separation allows for more objective evaluation of our CEO's performance, as well as broader distribution of information leading to more effective monitoring of our operations and business strategies. Our non-management directors meet regularly in executive session without management. The executive sessions were chaired in 2010 by Bobby G. Stevenson until his retirement as Chairman of the Board effective April 11, 2010. From that point, the executive sessions have been chaired by our Chairman of the Board, Paul A. Jacobs. The executive sessions of our non-management directors are held in conjunction with each regularly scheduled Board meeting and many of the special Board meetings.

Board Oversight Role in Risk Assessment and Management

        While our entire Board is accountable for and involved in risk oversight, our directors have determined to assign primary responsibility to the Audit Committee. The Audit Committee periodically reviews the risk management processes designed and implemented by the Company and receives reports from Company management to ensure that such are consistent with our corporate strategies and that there is an appropriate culture of risk awareness and assessment in decision making. At the same time, the directors recognize other Board committees, such as our Compensation Committee, have expertise in areas of risk oversight specific to their duties and responsibilities and, consequently, it makes sense to allocate specific aspects of risk oversight to these committees. Each committee periodically reports key risk oversight findings back to the full Board so that the risk oversight activities are coordinated and consistent with our overall risk management processes. The full Board can then monitor risk taking across the organization and ensure that appropriate risk taking is aligned with and incorporated into our strategic planning process.

Communicating with our Chairman or the Company's Non-Management/Independent Directors

        Any Stockholder or other interested party who wishes to contact our Chairman or the non-management/independent members of our Board of Directors or any individual director may do so by following the procedures set forth on our website at www.ciber.com under "Investor Relations, Corporate Governance, Communications with the Board."

Independence

        At least a majority of the members of the Board and all members of the Board's Compensation, Audit and Nominating/Corporate Governance Committees must be independent for purposes of Section 303A of the Listed Company Manual of the NYSE. Upon applying the Company's standards for "independence" identified on our website at www.ciber.com under "Investors Relations, Corporate Governance" and, after reviewing additional relevant facts and circumstances, including any related party transactions, the Board has determined that each of the following directors is or was independent and has or had no material relationship with the Company that would impair his independence: Mr. Paul Jacobs, Mr. Stephen Kurtz, Dr. Kurt Lauk, Mr. Archibald McGill, Mr. James Spira, Mr. Bobby Stevenson and Dr. James Wetherbe.

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        The Board has further determined that, with respect to their Committee assignments for 2010, Mr. Kurtz, Mr. Jacobs, Dr. Lauk and Mr. McGill had the requisite independence to serve as members of our Audit Committee under both the Exchange Act and NYSE requirements, that Mr. Spira, Mr. McGill and Dr. Wetherbe had the requisite independence to serve as members of our Compensation Committee, and that Mr. Jacobs, Mr. Spira and Dr. Wetherbe had the requisite independence to serve as members of our Nominating/Corporate Governance Committee. With respect to their Committee assignments for 2011, the Board has determined that Mr. Kurtz, Mr. Jacobs, Dr. Lauk, Mr. McGill and Dr. Wetherbe have the requisite independence to serve as members of our Audit Committee under both the Exchange Act and NYSE requirements, that Mr. Kurtz, Mr. McGill and Mr. Spira have the requisite independence to serve as members of our Compensation Committee, and that Mr. Jacobs and Mr. Spira have the requisite independence to serve as members of our Nominating/Corporate Governance Committee. Mr. Stevenson was not a member of any of the committees in 2010 and is not a member of any of the committees in 2011.

Code of Business Conduct and Ethics

        Our Code of Business Conduct and Ethics ("Code of Conduct") is applied consistently to all employees and has been a prominent part of the Employee Handbook for several years. The Board of Directors' adopted Code of Conduct applies to all employees but has specific requirements for executives and senior financial officers with respect to the ethical standards and obligations relevant to accounting and financial reporting. The Code of Conduct contains procedures for reporting suspected violations of the Code of Conduct and references the Audit Committee procedure for the reporting of questionable accounting and auditing matters or other concerns about accounting and auditing matters. A copy of the Code of Conduct, as well as the Audit Committee Procedures for reporting concerns about accounting or auditing matters, can be found on our website at www.ciber.com under "Investor Relations," or you may request a copy by writing to us at CIBER, Inc., 6363 South Fiddler's Green Circle, Suite 1400, Greenwood Village, Colorado 80111, Attention: Investor Relations. If a waiver from the Code of Conduct is granted to an executive officer or director, the nature of the waiver will be disclosed on our website, in a press release or in a current report on Form 8-K.

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Committees

        The Board has three standing committees: Audit, Compensation and Nominating/Corporate Governance. Membership in those committees for 2010 and 2011 is set forth below. The Board also established two special committees to address matters that related to the transition of our executive leadership: a Search Committee consisting of Mr. Kurtz, Mr. McGill and Dr. Wetherbe and a Transition Committee consisting of Mr. Kurtz, Mr. Spira and Dr. Wetherbe.

NOMINATING/CORPORATE GOVERNANCE COMMITTEE

        The principal responsibilities of the Nominating/Corporate Governance Committee are to identify and nominate qualified individuals to serve as members of the Board, or to nominate candidates to fill such other positions as may be deemed necessary and advisable by the Board. In addition, the Nominating/Corporate Governance Committee is responsible for establishing our Corporate Governance Guidelines and our Code of Business Conduct and Ethics, as well as evaluating the Board and its processes. The members of the 2010 Nominating/Corporate Governance Committee were Mr. Spira (Chairman), Mr. Jacobs and Dr. Wetherbe. The Nominating/Corporate Governance Committee met once in 2010.

NOMINATING/CORPORATE GOVERNANCE COMMITTEE CHARTER

        The Nominating/Corporate Governance Committee's Charter can be found at www.ciber.com/cbr under "Corporate Governance." We believe that our directors must bring the skill mix and experience necessary to perform the Board of Directors' oversight function effectively. Identification of prospective Board members is done by a combination of methods, including use of search firms, studying other

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boards, word-of-mouth in industry circles, inquiries of outside professionals and recommendations made to us. Although we do not have a formal policy with regard to the consideration of diversity, when considering candidates for director, our Nominating/Corporate Governance Committee looks at the entirety of our Board and seeks to add skills and experience which complement other members of the Board rather than director nominees who may represent a particular constituency. We value, encourage and draw upon diverse viewpoints, believing that they add perspective and creativity to our discussion of business issues and challenges. The Committee considers a number of factors including, but not limited to, the following:

•

Experience with acquisitions



•

Experience in marketing and sales



•

Experience as a chief executive officer or chief financial officer



•

Knowledge of our industry



•

Experience with finance, accounting, internal audit and other financial matters



•

Respect for the fiduciary responsibilities of directors to stockholders



•

Leadership skills



•

Demonstration of sound business judgment



•

Global perspective and experience



•

Interpersonal effectiveness



•

Personal integrity



•

The number of other boards and committees on which a candidate serves

        When the Nominating/Corporate Governance Committee is recruiting Board members to serve on a designated committee, the Committee also takes into account skills and experience specific to that committee. For example, Audit Committee members must be financial experts and/or financially literate.

        The Nominating/Corporate Governance Committee will consider nominees recommended by the Stockholders applying the criteria described above and in accordance with the process outlined below. Please also refer to the section entitled "Deadline for Stockholder Proposals for the 2012 Annual Meeting" located on page 6 for information related to Stockholder nominations.

        As provided in our February 25, 2009, bylaw amendment, Stockholders entitled to vote at an Annual Meeting of our Stockholders may make nominations for the election of directors only if written notice of the Stockholder's intent to make such a nomination or nominations has been given, either by personal delivery or by U.S. mail to our Secretary no later than 90 days and no earlier than the close of business on the 120^th calendar day prior to the preceding Annual Meeting (which in this case was June 2, 2010) with respect to an election to be held at an Annual Meeting of the Stockholders or the close of business on the tenth day following the date on which notice of a special meeting is first given to Stockholders for an election to be held at a special meeting of Stockholders. No such nominations were received for the 2011 Annual Meeting.

        A Stockholder's notice to the Secretary shall set forth:

(i)

as to each person whom the Stockholder proposes to nominate for election as a director: (A) the name, age, business address and residence address of such person; (B) the principal occupation or employment of such person (present and for the past five (5) years); (C) the class or series and number of shares of our capital stock which are owned beneficially and of

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record by such person; (D) a questionnaire (provided by us to the stockholder upon request) completed by the nominee that, among other things, inquires into such person's independence; (E) such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected; and (F) any other information relating to such person that would be required to be disclosed or other filings required to be made in connection with a solicitation of proxies for election of directors in an election contest, or is otherwise required, in such case pursuant to and in accordance with Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder; and

(ii)

as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf each proposal or nomination is made: (A) the name and record address of such stockholder, as they appear on the Corporation's books, and of such beneficial owner, if any, on whose behalf a proposal or nomination is made; (B) the class or series and number of shares of capital stock of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner, if any, as well as whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any short positions or any borrowing or lending of shares of stock) has been made, the effect or intent of which is to mitigate loss to or manage risk of stock price changes for, or to increase the voting power of, such stockholder or any such beneficial owner with respect to any share of stock of the Corporation; (C) a complete and accurate description of any agreement, arrangement or understanding between or among such stockholder and such beneficial owner, any of their respective affiliates or associates, and any other person or persons in connection with such nomination or proposal and the name and address of any other person or persons known to the stockholder or such beneficial owner to support such nomination or proposal; (D) a complete and accurate description of any option, warrant, convertible security or a settlement payment or mechanism at a price related to any class or series of capital stock of the Corporation, whether or not settled in cash or in securities of the Corporation, directly or indirectly owned by such stockholder or beneficial owner or such affiliate or associate; (E) a complete and accurate description of any agreement, arrangement or understanding (including without limitation any short positions, profits interests, hedging transactions, borrowed or loaned shares) that has been entered into or made as of the date of the stockholder's notice by, or on behalf of, such stockholder and such beneficial owner or such affiliate or associate, if any, the effect or intent of which is to mitigate loss to or manage risk of stock prices changes for, or to increase the voting power of, such stockholder or beneficial owner with respect to shares of capital stock of the Corporation; (F) a description of all arrangements or understandings, including, without limitation, between such stockholder and beneficial owner or such affiliate or associate, if any, and each proposed nominee and any other person or persons; (G) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting; (H) a representation whether such stockholder or such beneficial owner or such affiliate or associate, if any, or associates, intends or is part of a group which intends (y) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation's outstanding capital stock required to elect the nominee or pass the proposal and/or (z) otherwise to solicit proxies from stockholders in support of such proposal nomination; (I) any other information relating to such person that would be required to be disclosed or other filings required to be made in connection with a solicitation of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder; and (J) a representation that the stockholder will update the information set forth in clauses (A) through (I) above as

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of the record date for the meeting by delivery of written notice to the Corporation promptly following the later of the record date or public announcement of the record date;

        Notwithstanding anything in the Bylaws to the contrary:

(i)

No person shall be eligible for election by the stockholders as a director of the Corporation unless nominated in accordance with the procedures set forth in the Bylaws. The presiding officer at a meeting may, if the facts warrant, determine and declare to the meeting that the nomination was defective and not properly brought before the meeting in accordance with the provisions of the Bylaws, and if he should so determine, he shall declare to the meeting that such defective nomination shall be disregarded.



(ii)

In the event that the number of directors to be elected to the board of directors of the Corporation at an annual meeting is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased board of directors at least one hundred (100) days prior to the first anniversary of the preceding year's annual meeting, a stockholder's notice required by the Bylaws shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Corporation.

AUDIT COMMITTEE

        The principal responsibilities of the Audit Committee are: (1) engaging and overseeing the work of the independent auditor including the execution of the engagement letter and review of the audit plan; (2) reviewing the independence, internal quality control procedures and performance of the independent auditors and the qualifications of the key audit partner and audit managers; (3) overseeing the documentation, evaluation and testing of our system of internal controls; (4) establishing our policy on provision of non-audit services; (5) pre-approving all audit and permitted non-audit services provided to us; (6) establishing the Committee's procedure for receiving and reviewing complaints regarding accounting, internal controls and auditing matters; (7) discussing policies and guidelines with respect to financial risk exposure and management; (8) receiving reports from the auditor and reviewing with the auditor critical accounting policies and practices, alternative treatments of financial information that have been discussed with management and the effectiveness of internal controls and any material written communications between the auditor and our management; (9) reviewing Management's Discussion and Analysis and our annual audited financial statements and periodic reports that include financial statements prior to filing or distribution; (10) discussing, generally, all financial press releases, other financial information and earnings guidance provided to analysts and rating agencies; (11) reviewing and approving any related party transactions pursuant to our Related Party Transaction Policy; (12) determining and approving the compensation of the independent auditor; (13) discussing policies with respect to risk assessment and risk management; and (14) reporting to the Board with respect thereto. The members of the 2010 Audit Committee were Mr. Kurtz (Chairman), Mr. Jacobs and Mr. McGill. Dr. Lauk became a member of the Audit Committee in November 2010. The Audit Committee met nine times during 2010.

Audit Committee Charter

        The Audit Committee Charter is available for review on our website at www.ciber.com/cbr under "Corporate Governance."

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"Audit Committee Financial Expert" and Financial Literacy

        The Board has determined that both Mr. Stephen Kurtz and Dr. Kurt Lauk qualify as "audit committee financial experts" pursuant to Item 407(d) of Regulation S-K. The Board has also determined that each of the other members of the Audit Committee is financially literate consistent with the requirements of the NYSE.

Report of the Audit Committee*

*

This section is not "soliciting material," is not deemed "filed" with the Commission and is not to be incorporated by reference in any filing of ours under the Securities Act of 1933, as amended, or the Exchange Act whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

        The Audit Committee of the Board assists the Board in fulfilling its responsibilities for financial reporting compliance by reviewing the audited financial statements, reviewing the system of internal controls that management and the Board of Directors have established and reviewing the overall audit process. The Audit Committee, in its capacity as a Committee of the Board, is directly responsible for the appointment, compensation and oversight of the independent registered public accounting firm, and has:

•

reviewed and discussed the 2010 audited financial statements separately and jointly with management and with Ernst & Young LLP ("E&Y"), our independent registered public accounting firm;



•

provided oversight and advice to management with respect to the documentation, testing and evaluation of our system of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 and related regulations, received periodic updates provided by management and E&Y and reviewed a report on the effectiveness of our internal control over financial reporting;



•

discussed with E&Y the matters required by the Statement on Auditing Standards No. 114, "Codification of Statements on Auditing Standards," AU§380, as modified or supplemented by the Auditing Standards Board of the American Institute of Certified Public Accountants or the Public Company Accounting Oversight Board (PCAOB);



•

received the written disclosures and the letter from E&Y required by applicable requirements of the PCAOB for independent auditor communications with the Audit Committee, as the same may be modified or supplemented, and has discussed with E&Y its independence; and



•

considered whether the auditor's provision of non-audit services is compatible with independence and concluded that the services rendered by E&Y are compatible with maintaining the principal accountant's independence, no fees were billed for services other than audit, audit-related or tax services.

        Based upon this review and the discussions referred to above, the Audit Committee has recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2010, and that this report be included in the Proxy Statement on Schedule 14A for the 2011 Annual Meeting of Stockholders.

        By the Audit Committee:

Stephen S. Kurtz, Chairman
Paul A. Jacobs
Kurt J. Lauk
Archibald J. McGill

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COMPENSATION COMMITTEE

        The principal responsibilities of the Compensation Committee are: (1) to define our philosophy, policies and procedures regarding executive compensation; (2) to administer and approve awards under our CIBER, Inc. 2004 Incentive Plan (a stock-based plan) and to administer our Employee Stock Purchase Plan; (3) to review the performance of the Chief Executive Officer, Chief Financial Officer and the other Named Executive Officers (collectively, "NEOs"); (4) to approve annual salary, cash incentive compensation and equity compensation for our NEOs; (5) to make recommendations regarding non-employee director compensation; and (6) to review the Compensation Discussion and Analysis and recommend its inclusion in the Annual Report on Form 10-K and the Proxy Statement on Schedule 14A. The members of the Compensation Committee for 2010 were Dr. Wetherbe (Chairman), Mr. McGill and Mr. Spira. The Compensation Committee met three times during 2010.

Compensation Committee Report*

*

This section is not "soliciting material," is not deemed "filed" with the Commission and is not to be incorporated by reference in any filing of ours under the Securities Act of 1933, as amended, or the Exchange Act whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

        We have reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K and based on the review and discussions, we have recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

        By the Compensation Committee:

James C. Wetherbe, Chairman
Archibald J. McGill
James C. Spira

Compensation Committee Interlocks and Insider Participation.

        There were no Compensation Committee interlocks in 2010. In 2010, the Compensation Committee of our Board of Directors consisted of James C. Wetherbe, Archibald J. McGill and James C. Spira. None of these directors has ever been an officer or employee of ours. No current executive officer of ours has ever served as a member of the board of directors or compensation committee of any other entity that has or has had one or more executive officers serving as a member of our Board of Directors or Compensation Committee.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth information regarding beneficial ownership of our Common Stock at March 21, 2011 (unless noted otherwise), stock options exercisable for shares of Common Stock within 60 days of such date and restricted stock units ("RSUs") that will vest within 60 days of such date, held by (i) each person or group of persons known by us to own beneficially more than 5% of the outstanding Common Stock, (ii) each of our directors and director nominees, (iii) each NEO (as identified under "Executive Compensation" below) and (iv) all our NEOs and directors as a group. All information is taken from or based upon ownership filings made by such persons with the Commission and other information provided by such persons to us. Unless otherwise indicated, the Stockholders listed below have sole voting and investment power with respect to the shares reported as owned. On March 21, 2011, there were 71,109,183 shares of Common Stock outstanding.

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COMPENSATION OF DIRECTORS

        Our Board periodically reviews and establishes the compensation of our non-employee directors based on recommendations from our Compensation Committee in consultation with our CEO. In setting director compensation we review, among other things, director compensation surveys in publications for boards of directors and the publicly available data of our Peer Group companies. (Please see below under "Compensation Setting Process" for a detailed discussion of our Peer Group.)

        In the fall of 2009, the Board reviewed non-employee director compensation and decided to focus on cash compensation while deferring a review of equity compensation until after year-end. The following table reflects the components of our non-employee director cash compensation as recommended by the Compensation Committee and approved by our Board effective October 1, 2009. These cash annual retainer and meeting fees replaced the fees that had previously been paid in the form of our Common Stock. Directors who served on the 2010 special Search and Transition Committees were also paid meeting fees for in person and telephonic meetings of these Committees, as set forth below.

2010 Non-Employee Director Equity Compensation

        In February 2010, the Board addressed equity compensation for non-employee directors. On the recommendation of the Compensation Committee and in recognition of the increasing work and time commitments involved for non-employee directors in board committee responsibilities, on February 23, 2010, the Board awarded each non-employee director then on the Board a one-time grant of $25,000 in Company Common Stock at fair market value on that date, vesting quarterly beginning with the date of the grant and continuing for the next three quarters at 90 day intervals. Non-employee directors elected or appointed to the Board after that date would receive a one-time grant of $25,000 in Company Common Stock at fair market value on the date of his or her election or appointment, vesting in the same manner. In addition to these one-time grants, on the same day, each non-employee director received an annual grant of $25,000 in Company Common Stock at fair market value. These annual grants vested quarterly beginning on the date of the grant and continuing for the next three quarters at 90 day intervals.

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        On November 9, 2010, on the recommendation of the Compensation Committee and pursuant to a review of the director compensation practices of our Peer Group (as defined in the section entitled "Competitive Market Analysis") by the Compensation Committee's compensation consultant, the Board adopted a new non-employee director compensation program effective January 1, 2011. The following table reflects the components of this program.

        The Compensation Committee and the Board believe that the increased retainer fees are warranted due to the additional time needed to fulfill these responsibilities. These increased retainer amounts also replace the meeting fees that were previously paid to all non-employee directors and meeting fees are eliminated.

        The initial RSU grant will vest in equal quarterly installments over a period of three years. The annual RSU grants will vest in equal quarterly installments over a period of one year. All equity grants are made under the CIBER, Inc. 2004 Incentive Plan (the "2004 Incentive Plan"), which was last amended and approved by the Company's Stockholders at the April 29, 2008 Annual Meeting. The 2004 Incentive Plan, which is administered by the Board, provides that non-employee directors may receive equity awards of the Company's Common Stock for serving on the Board. Employee directors receive no additional compensation for serving on the Board.

Stock Ownership and Holding Requirements

        All of our non-employee directors are required to own a minimum of $100,000 worth of our Common Stock. Directors on the Board as of February 23, 2010, will have three years from February 2010 to meet this stock ownership requirement. Directors appointed or elected after February 23, 2010, will have three years from the date of his or her initial appointment or election to our Board to satisfy this stock ownership requirement. In addition, all non-employee directors are also required to hold at least 50% of any shares of our Common Stock acquired upon the vesting of any stock awards or exercise of stock options through the Company's director equity compensation program for at least a six-month period after such vesting or exercise.

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Other Director Compensation Matters

        We reimburse our directors for travel and lodging expenses incurred in connection with their attendance at Board and Stockholders' meetings and at other Company-sponsored events. We also make health care insurance and long-term care insurance available to directors and/or their spouses. Directors may participate at their option. The cost to us of long-term care insurance depends on the age of the director and/or spouse electing to participate but ranges from $3,924 to $5,139 per participating director per year. Except as set forth below for Mr. Stevenson, directors receive no perquisites or other personal benefits other than health care insurance and long-term care insurance. When Mr. Stevenson resigned as Chairman of the Board and became Founder and Director on April 11, 2010, the amounts reflected in the "All Other Compensation" column below, which had previously been allocated between the Company and Mr. Stevenson based on the respective benefits to and use of the perquisites by the Company and Mr. Stevenson, are now fully allocated to and used solely by Mr. Stevenson. Also in connection with the change in his role, our Board of Directors proposed that Mr. Stevenson be provided, for a period of time, with certain benefits that befit his status as the Company's Founder and that are conditioned upon his compliance with certain restrictions. Such benefits, which will be reported in the "All Other Compensation" column of the Director Compensation Table for each year the benefits are provided and to the extent applicable, include:

•

Office space through July 31, 2016;



•

Administrative support through December 31, 2013;



•

Health insurance for Mr. Stevenson and his spouse while he is a member of the Board of Directors;



•

Company paid health insurance for Mr. Stevenson and his spouse for three (3) years after Mr. Stevenson ceases to be a director of the Company subject to certain limitations;



•

Participation in the Company's health insurance plan for a period of ten (10) years after the three (3) year period referenced above for Mr. Stevenson and his spouse, to the extent permitted under the Company's insurance plans, and subject to Mr. Stevenson's reimbursement of the net cost of such insurance to the Company;



•

Payment annually when due of the remaining premiums on the long-term care insurance covering Mr. Stevenson's spouse;



•

Payment of Mr. Stevenson's membership dues at Castle Pines Golf Club for the years 2011, 2012 and 2013 and payment of the membership dues and fees at Glenmoor Country Club through the shorter of the period of time ending in the 2013 membership year or when dues are no longer payable under the terms of Mr. Stevenson's membership there; and



•

Assignment and transfer of the United Airlines Flight Pass Plus program to Mr. Stevenson.

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2010 Director Compensation

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

        This Compensation Discussion and Analysis provides information regarding the 2010 compensation program for our principal executive officer, principal financial officer and the three other executive officers at fiscal year-end who were the most highly compensated executives of CIBER, Inc. This Compensation Discussion and Analysis also provides information about compensation matters related to the transition of our executive leadership which occurred in the spring and summer of 2010. For 2010, and reflecting the leadership transition, the Company's Named Executive Officers (the "NEOs") were:

•

David C. Peterschmidt, our President and Chief Executive Officer (our "CEO"), who joined us July 1, 2010;



•

Peter H. Cheesbrough, our Executive Vice President and Chief Financial Officer (our "CFO"), who also served as our Interim President and Chief Executive Officer during our leadership transition from April 12 to June 30, 2010;



•

Tony Hadzi, our Executive Vice President and President—North America Division;



•

Terje Laugerud, our Executive Vice President and President—International Division;



•

Marcia M. Kim, our Senior Vice President and President—Federal Division; and



•

Mac J. Slingerlend, who served as our President and Chief Executive Officer from January 1, 2010 to April 11, 2010.

        This Compensation Discussion and Analysis describes the material elements of our executive compensation program during 2010. It also provides an overview of our executive compensation philosophy, including our principal compensation policies and practices, particularly as such relate to the changes in our executive compensation program for 2011 given the goals and objectives of the Company's new executive leadership and its new strategic plan. Finally, it analyzes how and why the Compensation Committee of our Board of Directors (the "Compensation Committee") arrived at the specific compensation decisions for our executive officers, including the NEOs, in 2010, and discusses the key factors that the Compensation Committee considered in determining their compensation.

Executive Summary

Business Results

        CIBER is a global information technology ("IT") consulting, services and outsourcing company applying practical innovation through services and solutions that deliver tangible results for both commercial and government clients. Services include application development and management, enterprise resource planning ("ERP") implementation, change management, project management, systems integration, infrastructure management and end-user computing, as well as strategic business and technology consulting. CIBER, which competes in a large and growing marketplace has been in business for more than 35 years and currently operates in 18 countries primarily serving Global 2000 blue-chip companies and government agencies.

        On April 12, 2010, our Board of Directors announced a leadership succession to further enhance the Company's position in the market as business conditions continue to improve globally. Peter Cheesbrough, our Executive Vice President and Chief Financial Officer succeeded our former Chief Executive Officer and served as Chief Executive Officer on an interim basis until David Peterschmidt was named as our new President and Chief Executive Officer on July 1, 2010. With Mr. Peterschmidt's

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appointment, the Company undertook an intensive strategic planning process in the fall of 2010 that resulted in a new business plan focused on (1) improving financial performance through a refined strategic approach including increased as well as narrowed focus on higher margin, well-developed offerings, (2) development of a world class sales organization, (3) enhancing our information technology infrastructure and (4) improving operational regimens.

        CIBER has made great progress on these fronts and enters 2011 in a much improved position. We have formalized our strategy, instilled significant operational regimens and disciplines, strengthened our Board and senior management, increased investment in offshore delivery and narrowed our focus to higher quality offerings and verticals. Our top line continues to be solid, which is commendable given the level of disruption from the transformation in our business. Nevertheless, we remain focused on improving our profitability and cash flow and we have taken many steps in the past months to make sure we are on the path to increased margins. In addition, we have made significant investments to strengthen our business model including executive changes, sales force and delivery realignment, and vertical and product offering refinements.

        We now have a well defined strategic plan and the operational disciplines to improve our performance. We are building a model that will deliver sustained and predictable performance. The first initiative under the strategic plan is a tighter focus on our market approach. We are going to compete in a smaller number of verticals and are aligning offerings on high-margin practices and solutions. The cornerstone of this consolidation is that we now have an integrated sales team and a single delivery function. On the delivery side, operating in a unified manner allows us to allocate resources more effectively, leading to improved gross margin and increased customer satisfaction. Overall, this improved organizational design will drive margin improvement not only because it will deploy a lower cost model, but also because it will allow us to pursue more valuable, higher-margin engagements. Second, we are building out a world-class sales force. We made enhancements to our sales force in the fourth quarter of 2010 and are continuing to make key hires that understand and have the skill set to succeed in a solution-based sales model. We are investing in sales training, processes, and intense go-to-market support to increase the effectiveness of the entire sales organization. We will leverage the collective knowledge of our delivery and sales teams so that we can identify, sell into, and solve the complicated issues our clients face.

        The essential ingredient underpinning everything we do is adherence to strict operational regimens. We have deployed several tools throughout the organization aimed at increasing the discipline and accountability with which we operate. The desired outcomes are to ensure that we are aligning our assets to the highest quality engagements, and that we are creating the highest return for our Stockholders.

        To ensure alignment to our three strategic initiatives and the operational regimens, going forward our Compensation Committee and CEO have worked to realign compensation plans for senior management, and for our sales and delivery employees. As set forth below, we will be paying our employees for accomplishing and exceeding the goals of our collective organization.

        Despite all the changes in Company leadership and the transformation of operating processes and procedures and reporting structure, in 2010 the Company achieved several significant operational and financial results:

Strategic and operational highlights from 2010:

•

Developed comprehensive strategic plan



•

Unified sales and delivery organizations across North America



•

Significantly reduced the number of North America operating branches

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•

Implemented significant operating regimens



•

Added complementary strength to management and Board



•

Invested in offshore delivery

Financial highlights for the Full Year 2010:

•

Revenue increased 3% to $1.1 billion



•

Operating loss of $103.2 million, including $9.9 million of bad debt and project write-off charges in the fourth quarter, and the $118.1 million second quarter goodwill impairment and executive transition charges



•

Excluding the charges, operating income of $24.8 million



•

Net loss of $77.2 million, or $1.11 per share



•

Excluding the charges, net income of $13.6 million, or $0.20 per share



•

Cash flow from operations of $35 million

Executive Compensation Results

        As reflected in our compensation philosophy, we set the 2010 compensation of our executive officers, including the NEOs, based on their ability to achieve annual operational objectives that further our long-term business objectives and to create sustainable long-term Stockholder value in a cost-effective manner. Accordingly, our 2010 compensation actions and decisions were based on our executives' accomplishments in these dual areas.

        In 2010, we compensated our NEOs through a balance of programs designed to retain and motivate our executive officers, but also to reward exceptional performance and achievement of key strategic goals intended to enhance overall Stockholder value. These programs consisted of annual salary adjustments, as well as annual cash bonus incentive compensation and equity compensation for achievement of total Company or business unit targets (depending on the particular NEO's responsibility) set at the beginning of the year by the Compensation Committee for revenue, net operating income ("NOI"), income tax rate achieved and accounts receivable days sales outstanding ("DSO"). The cash incentive and equity compensation programs also allocated a percentage of the total direct compensation available to qualitative measures including the development of personnel, leadership, teamwork and efforts to achieve the Company's strategic objectives.

        For 2010, the Compensation Committee took the following actions with respect to the compensation of our executive officers, including the NEOs:

•

After no increases in base salary during 2009 for our former CEO, Mr. Slingerlend and our former CFO, Mr. Cheesbrough, we increased 2010 base salaries for all of our NEOs, but only by an average of 2%;



•

At the beginning of 2010, established annual cash incentive awards at target, as well as above and below target levels, resulting in actual incentive award payments in an average amount of $255,737 (excluding Mr. Slingerlend) ;



•

At the beginning of 2010, established a long-term incentive award pool in the form of stock options and RSU awards, at target, as well as below target levels, resulting in actual option awards averaging 17,220 options and actual RSU awards averaging 5,740 RSUs (excluding Mr. Slingerlend);

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•

Approved separate equity awards of 75,000 RSUs to Mr. Cheesbrough and 150,000 RSUs each to Messrs. Hadzi and Laugerud to reward individual performance during 2010 and to satisfy competitive market concerns and our retention objectives;



•

Approved, in consultation with the Compensation Committee's compensation consultant and legal counsel, a compensation package for our former CEO in connection with his consulting services during our transition in executive leadership (our "executive transition compensation package"); and



•

Approved, also in consultation with the Compensation Committee's compensation consultant and legal counsel, a compensation package for the recruitment and employment of our new CEO (our "executive officer hire package").

        We endeavored to maintain solid governance standards in our executive compensation practices. The following policies remained in effect for 2010:

•

Our policy requiring our senior executive officers to own at least 1,000 shares of our Common Stock and stock options covering at least 100,000 shares of our Common Stock within one year after employment.



•

Our policy requiring our senior executive officers to hold stock options and shares of our Common Stock for at least six (6) months after acquisition.



•

Our policy prohibiting our directors, the NEOs and other key executive officers from hedging their economic interest in the Company securities they hold.



•

Our policy prohibiting Company personnel, including our NEOs, from engaging in any short-term, speculative securities transactions, including, among other things, purchasing securities on margin.



•

The Compensation Committee's consideration of internal pay equity when making compensation decisions with regard to the NEOs.



•

The Compensation Committee's engagement of compensation consultants who do not provide any services to management.

        We encourage you to read this Compensation Discussion and Analysis for a detailed discussion and analysis of our executive compensation program, including additional detailed information about the 2010 compensation of the NEOs.

Executive Compensation Philosophy and Objectives

        We operate in a highly competitive business environment, which is constantly reshaped by sweeping technological advances, rapidly changing market requirements, and the emergence of new competitors. To thrive in this environment, we must continuously develop and refine new services and technologies, devise new business models, and demonstrate an ability to quickly identify and capitalize on new business opportunities. To achieve these objectives, we need a highly talented and seasoned team of technical and business professionals and a world-class sales force.

        We compete with many other companies to attract and retain a skilled leadership team. To meet this challenge, we have employed a compensation philosophy of offering our executive officers competitive compensation and benefits packages that are focused on long-term value creation and rewarding them for achieving our financial and strategic objectives.

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        In making decisions about the design and operation of our executive compensation program, the Compensation Committee is guided by the following philosophy:

•

We seek to provide total compensation opportunities which enable us to recruit and retain executive officers with the experience and skills to manage the growth of our Company and lead us to the next stage of development;



•

We use compensation vehicles that are designed to establish a clear alignment between the interests of our executive officers and the interests of our Stockholders;



•

We seek to reinforce a culture of ownership, excellence and responsiveness; and



•

We seek to offer total compensation opportunities to our executive officers that are competitive and fair.

        Consistent with this overarching philosophy, the Compensation Committee seeks to achieve the following objectives in formulating our compensation policies and making compensation decisions:

•

Create a direct and meaningful link between our business results, individual performance and rewards;



•

Provide for significant differentiation in compensation opportunities for performance that is below, at and above target levels;



•

Ensure that all executive officers have the opportunity to share in the success we create;



•

Provide equity awards that reflect potential contributions as measured by position and expertise;



•

Ensure that compensation plans and arrangements are simple to communicate and understandable; and



•

Ensure that compensation plans and arrangements are flexible enough to adjust to changing economic circumstances and affordability considerations.

        In assessing the reasonableness of the total direct compensation of our executive officers, as well as the reasonableness of our executive transition compensation package and our new executive officer hire package, the Compensation Committee also took into account severance package best practices, the compensation packages of companies experiencing executive leadership transitions similar to that of the Company, compensation packages for new executive officers at peer and other public companies, publicly-available executive compensation information of peer companies, internal pay equity, competitive market and retention objectives, and incentives needed to continue to motivate and reward exceptional performance during a period of significant corporate change.

Compensation Program Design

        In 2010, the compensation of our executive officers, including the NEOs, consisted of base salary, an annual cash incentive award opportunity, long-term incentive compensation in the form of stock options and RSU awards that were both time and performance vested and post-employment arrangements. Our 2010 executive compensation was performance-driven. The base salary and annual cash incentive award, as well as the potential for equity awards, was addressed in each NEO's annually renewable employment agreement. The design of our total cash compensation allocated approximately 55% - 65% to base salary and approximately 35% - 45% to compensation in the form of cash incentive award opportunities. The actual mix of base salary, cash bonus and equity compensation with respect to each NEO for 2010 was subject to the nature of the specific business for which each NEO was responsible and the judgment of the Compensation Committee in consultation with our CEO. We believed this mix supported our pay-for-performance philosophy and was appropriate to provide each

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executive officer with a competitive base salary and sufficient "at-risk" compensation to drive performance against objectives without creating undue risk for the Company as a whole.

        We awarded the NEOs non-qualified stock options and RSUs as our forms of equity compensation and as our primary vehicles for long-term incentive compensation. We believe that our equity program focused management on driving operating performance in a way that aligned the interests of our executive officers with the long-term interests of our Stockholders while our vesting features encourage retention. In 2010, we had two stock-based programs for our executive officers: (1) a quarterly performance-based program in which the NEOs (other than our CEO) participated and (2) a long-term equity incentive program (the "LTIP") in which all of the NEOs participated, that incorporated both stock options and RSUs awarded on achievement of certain levels of performance as discussed more fully below.

        The Compensation Committee believes that the base salaries of our executive officers, along with the annual cash incentive as discussed below, should approximate the market for comparable positions at the companies in the 2011 Peer Group at the 50^th percentile. As a result of our 2010 and prior year compensation programs, the Company's cash compensation (base salary and cash incentive compensation), rather than being at the desired 50^th percentile, approximated the market 75^th percentile, while the equity compensation was substantially under market at approximately the 25^th percentile. Target total compensation for the NEOs was, consequently, significantly below market for all executive officers at only about the 30^th percentile based on our Peer Group comparison.

        Accordingly for 2011, the Compensation Committee implemented a new compensation plan designed to align our executive officers' compensation with the employment and business markets of the companies in our Peer Group (as discussed more fully below), as well as with the requirements of our new strategic plan. Our new compensation plan is designed to reward the NEOs for achievement of short-term and long-term strategic and operations goals—namely improved revenue growth, expanded gross margin and expanded operating margin. The total direct compensation of our executive officers consists of base salary, annual cash incentive compensation and equity compensation and is now targeted at the 50^th percentile of our Peer Group for all those components (please see the section entitled "Compensation Setting Process—Competitive Market Analysis" below for a discussion of our Peer Group). The 2011 annual cash incentive award opportunities are now entirely focused on the achievement of revenue and NOI targets. The 2011 annual cash incentive plan does not include any targets related to tax rate achieved or DSO performance. Incentive compensation will also no longer be awarded based on qualitative factors. We believe these changes help streamline our compensation plan and will provide more transparency to Stockholders with respect to executive compensation.

        To avoid encouraging unnecessary or excessive risk taking, the Company utilizes:

•

a mix of fixed (annual base salary) and variable cash compensation;



•

performance-based (annual cash incentive award) compensation;



•

equity awards that vest over a period of time thus tying an executive officer's equity compensation to the long-term success of the Company;



•

qualitative targets for 2010 governing cash incentive awards set at levels that reflect the Company's focus on both short-term and long-term success; and



•

performance-goal driven versus first dollar sales commission compensation.

        Cash incentive compensation at or below target but above the minimum achievement level is paid quarterly, minimizing compensation for poor performance that is made up for later in the year. Above target incentive compensation, if any, is only paid on completion of full year performance. In addition, to bring consistency to our senior executive officer employment relationships, the Compensation Committee adopted standard employment agreements which include standard provisions, by officer

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level, for any severance or change-in-control payments. We have not yet adopted long-term policies or employed guidelines for allocating compensation between current and long-term compensation, between cash and non-cash compensation, or among different forms of non-cash compensation.

        Our equity compensation program has been redesigned to provide our executive officers with competitive award norms and internal award equity but, more importantly, to provide them the incentive to remain with the Company and to align the long-term interests of our executive officers with the interests of our Stockholders.

Compensation-Setting Process

Role of Compensation Committee

        The Compensation Committee is responsible for formulating, determining, reviewing and modifying the compensation of our executive officers, including the NEOs, as well as the development and oversight of the Company's compensation philosophy.

        The Compensation Committee has the following responsibilities:

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Review and approve corporate goals and objectives relevant to the compensation of our CEO and other executive officers;



•

Evaluate the performance of our CEO and other executive officers in light of these criteria and, based on such evaluation, review and approve the annual base salary, annual cash incentive awards, long-term equity awards (including stock option and RSU awards), post-employment arrangements and health and welfare benefits;



•

Review, approve and report to our Board of Directors with respect to the Company's annual incentive compensation and equity-based plans and grants of awards thereunder;



•

Review and approve all equity compensation plans and awards of the Company that are not otherwise subject to the approval of our Stockholders; and



•

Review succession planning for our CEO and other executive officers.

        The Compensation Committee's authority, duties and responsibilities are further described in its charter, which is reviewed, revised and updated as warranted. The charter is available in the Investor Relations section of the Company's website at www.ciber.com. As a part of its annual review and approval of the performance criteria and compensation of our executive officers, including the NEOs, the Compensation Committee meets as necessary in person and by conference telephone. It also meets at least annually with our CEO.

Role of Management

        Typically, our CEO will make recommendations to the Compensation Committee regarding compensation matters, except with respect to his own compensation. He also attends meetings of our Board of Directors and the Compensation Committee at which executive compensation matters are addressed, except with respect to discussions involving his own compensation. Decisions with respect to our CEO's compensation are made by the Compensation Committee members, all of whom are also independent members of our Board of Directors, although our special Search Committee members were also involved in setting our CEO's initial compensation when he was hired in 2010.

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        In determining the performance criteria and compensation of our executive officers, including the NEOs, the Compensation Committee takes into account the recommendations of our CEO. Typically, our CEO will make these recommendations for our executive officers (other than himself) based on his assessment of each executive officer's individual performance, as well as his knowledge of each executive officer's job responsibilities, seniority and expected future contributions.

Role of Compensation Consultant

        The Compensation Committee is authorized to retain the services of one or more executive compensation advisors from time to time, as it sees fit, in connection with the establishment of cash and equity compensation plans and arrangements and related policies. During 2010, the Compensation Committee and the special committees of our Board of Directors responsible for compensation matters in connection with our leadership changes retained the services of three compensation consultants, who served and are serving at the discretion of the Compensation Committee.

•

HCC, Inc. of Boulder, Colorado ("HCC") was initially retained to provide director compensation benchmarking data generally and director and committee compensation data in the context of the leadership transition.



•

Frederic W. Cook & Co. Inc. ("FW Cook"), a national compensation consulting firm, was subsequently engaged to assist the Compensation Committee with benchmarking compensation and other benefits payable to an executive officer in connection with the executive's retirement.



•

In the fall of 2010, the Compensation Committee engaged Compensia, another national compensation consulting firm, to provide advice and information relating to executive officer and director compensation. Compensia assisted the Compensation Committee in (i) developing the Peer Group, (ii) benchmarking executive officer compensation, (iii) reviewing and benchmarking market data related to our executive officers' base salaries, cash bonuses and long-term incentive compensation levels, (iv) equity plan design and structures, and (v) director compensation.

        HCC, FW Cook and Compensia all report or reported directly to the Compensation Committee and did not provide any services to the Company or its management other than those provided to the Compensation Committee described above.

Competitive Market Analysis

        For 2010, the Compensation Committee chose companies as a competitive reference group based on the similarity of the types of services they (or one or more of their business segments) provide and the similarity to the Company in terms of geographic reach. These are the companies that we compete with for business as well as employee talent. While including companies with higher revenues in the competitive reference group may tend to increase the median compensation of the reference group, the Compensation Committee adjusted for this factor by taking into account the fact that certain of the competitive reference group companies, namely those with much larger revenues (i.e., Accenture plc), provide services similar to those of the Company in addition to a much broader range of services. As a result, certain of the NEOs at such reference group companies may have additional responsibilities and duties as compared to comparable NEOs at the Company, which may justify adjusting a specific NEO's compensation downward from the median range. After taking this into account, along with other factors such as recommendations of our CEO, our retention objectives, historical compensation levels, historical financial and operational performance and individual employee performance evaluations, the Compensation Committee uses its discretion to adjust a specific NEO's compensation accordingly. Thus, including companies with higher revenues in the reference group does not, by virtue of such

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companies' higher revenues, necessarily have a disproportionate impact on the compensation of the Company's NEOs. Our competitive reference group for 2010 included:

Accenture plc
CACI International, Inc.
CGI Group Inc.
MAXIMUS, Inc. and
Cognizant Technology Solutions Corporation

        These companies had revenues for the last fiscal year that ranged from approximately $700 million to $20 billion. Their average 2009 fiscal year revenue was approximately $6 billion.

        For 2011, the Compensation Committee examined the compensation practices of a select group of peer companies to re-assess the competitiveness of our executive compensation program. In late 2010, the Compensation Committee revised its competitive reference group to comprise a group of companies which range in revenues from $200 million to $3 billion, with business models reasonably similar to the Company's and which represented both business and labor market competitors (the "Peer Group"). The compensation practices of the Peer Group were the primary guide used by the Compensation Committee to compare the competitiveness of each compensation component and overall compensation levels (base salary, target annual cash incentive award opportunities and long-term incentive compensation). For 2011 compensation planning, the Peer Group consisted of:

CACI International, Inc.
CBIZ, Inc.
CGI Group Inc.
The Hackett Group, Inc.
iGATE Corporation
ManTech International
MAXIMUS, Inc.
Perficient, Inc.
Sapient Corp and
Syntel, Inc.

        The Compensation Committee intends to regularly review the Peer Group to ensure that the peer group companies are appropriate comparators and also will review, on at least an annual basis, the executive compensation practices of the Peer Group.

Compensation Program Components

        The following describes each component of our executive compensation program, the rationale for each and how compensation amounts are determined.

Base Salary

        To obtain the skills and experience that we believe are necessary to lead our growth, most of our executive officers, including the NEOs, have been hired from other organizations or came to us through acquisitions we have made. Generally, their initial base salaries were established through arms-length negotiation at the time the individual executive officer was hired, taking into account his or her qualifications, experience and prior salary level. Thereafter, the Compensation Committee conducts an annual review of each executive officer's base salary, with input from our CEO, except with respect to his own base salary, and makes adjustments as it determines to be reasonable and necessary to reflect the scope of an executive officer's performance, individual contributions and responsibilities, position in the case of a promotion, and market conditions. The Compensation Committee believes that the base salaries of our executive officers, along with the annual cash incentive as discussed below,

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should approximate the market for comparable positions at the companies in the 2011 Peer Group at the 50^th percentile. While the Compensation Committee does not currently plan on reducing base salaries to achieve the desired positioning, the philosophy of targeting at the market 50^th percentile will be implemented on a going forward basis subject to the judgment of the Compensation Committee in individual cases and with a goal to achieve the desired position over time.

Annual Cash Incentive Awards

        We use annual cash incentive awards to motivate our executive officers to achieve our short-term financial and strategic objectives while making progress towards our longer-term growth goals and to reinforce our pay-for-performance culture. We believe in providing our executive officers, including the NEOs, with a target total cash compensation that falls at the median of the Peer Group. To achieve this objective, the Compensation Committee provides annual cash incentive award opportunities that are intended to reward our executive officers, including the NEOs, for achieving financial and strategic objectives that further our annual operating plan. We believe that these awards, which are explicitly linked to corporate and business unit performance, promote long-term Stockholder value creation.

        At the beginning of the year, the Compensation Committee also approves the specific corporate and individual performance objectives for that year's awards. Further, the Compensation Committee weights the corporate and individual performance objectives for each executive officer. Individual performance objectives for our executive officers are determined based on the recommendations of our CEO (other than with respect to his own annual cash incentive award) and include one or more quantitative factors that relate to the corporate function or business operation that he or she manages. In the case of our CEO, his individual performance objectives are established by the Compensation Committee.

        In the past, award payments were determined after the end of the year based on the Company's actual performance for the year (as measured against the pre-established corporate performance objectives) and each executive officer's performance against his or her individual objectives. If the Company or business units, as applicable, met or exceeded the threshold performance level established for corporate and business unit performance objectives, then the awards were funded for that year. For the coming year, award payments will be determined after the end of each quarter based on total Company or business unit performance for the quarter, as appropriate to each NEO, and as measured against the pre-established quarterly corporate and business unit performance objectives. Once funding has been established, the Compensation Committee determines award payments for each of our executive officers. Among other factors, the Committee considered the recommendations of our CEO (other than with respect to his own annual cash incentive award), which are based on his assessment of each executive officer's performance against his or her individual performance objectives for the fiscal year. While the Compensation Committee reviews these recommendations, it exercises its own judgment to determine the amount of each executive officer's award payment. In the case of our CEO's award payment, the Compensation Committee determines the appropriate amount for our CEO based on its assessment of his performance against his individual performance objectives for the quarter and fiscal year.

Equity Compensation

        We use equity awards to incent and reward our executive officers, including the NEOs, for long-term corporate performance based on the value of our Common Stock and, thereby, to align the interests of our executive officers with those of our Stockholders.

        With the change in our executive leadership during 2010, the Compensation Committee, with the assistance of Compensia, reviewed the Company's overall equity strategy. To date, based on the review of our Peer Group compensation practices, we have determined that the equity formulas used by the

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Company have resulted in equity compensation at only about the 25^th percentile of market and target total direct compensation for the NEOs significantly below market for all executive officers at only about the 30^th percentile as a result of a burn rate that has been lower than the industry averages and mostly used in connection with awards to the former CEO and other non-executive management awards. The Compensation Committee believes that the Company should provide annual equity awards using a combination of stock options and time-based RSUs with three or four year vesting schedules so executive officers will have some amount of unvested value to assist in retention efforts. This approach will help executives more clearly understand the ongoing value of our equity program and help enable us to attract and retain executive talent.

        Additionally, we have not applied a rigid formula in determining the size of the equity awards that have been granted to our executive officers upon employment. Instead, these awards have been established through arms-length negotiation at the time the individual executive officer was hired. The Compensation Committee determines the size of each award at levels it considers appropriate to create a meaningful opportunity for reward predicated on the creation of long-term Stockholder value as well as competitive award value norms, assessment of individual contributions and the criticality of the executive officer's position (based on our CEOs recommendations), internal equity, past awards including currently vested and unvested positions and the size of the pool currently available for grants. The Compensation Committee has granted equity awards to our executive officers, including the NEOs, based on these factors and will continue to do so as part of our annual review of equity awards.

        Our Board of Directors has delegated limited authority to our CEO to grant stock options and other equity awards only with respect to employees who have not been designated "officers," as that term is defined under Section 16 of the Exchange Act.

Retirement and Other Benefits

        We have established a tax-qualified Section 401(k) retirement savings plan available on the same terms and conditions to all of our full-time employees, including the NEOs. Under this plan, participants may elect to make pre-tax contributions of up to 75% of compensation, with the exception of employees who meet the IRS discrimination testing definition of Highly Compensated Employees, who may contribute a maximum of 9%. Contributions made may not exceed the statutory income tax limitation, which was $16,500 in 2010. Currently, we match up to 25% of the first 6% of compensation contributed to the plan, based on length of service with the Company, with a limit of $1,500 per calendar year. We intend for the plan to qualify under Section 401(a) of the Internal Revenue Code so that contributions by participants to the plan, and income earned on plan contributions, are not taxable to participants until withdrawn from the plan. Other than an annual contribution in the amount of approximately $25,000 for a defined benefit plan and a pension plan for Mr. Laugerud, there are no other retirement benefits provided to the NEOs.

        Additional benefits received by our executive officers, including the NEOs, include medical, dental, and vision benefits, medical and dependent care flexible spending accounts, short-term and long-term disability insurance, accidental death and dismemberment insurance, and basic life insurance coverage. These benefits are provided to our executive officers on the same basis as to all of our full-time employees. The NEOs are also eligible to participate in a long-term care insurance program.

        We design our employee benefits programs to be affordable and competitive in relation to the market, as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices and the competitive market.

        To provide competitive salary and benefits to Mr. Laugerud, we provide for an annual automobile allowance of $20,328 (calculated at a rate of 1 GBP to 1.54 U.S. Dollars) as is customary in Europe. We also pay for limited tax and accounting services for Mr. Laugerud to assist him in properly

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reporting his compensation because he works in and must report income to more than one European country.

        We do not view perquisites or other personal benefits as a significant component of our executive compensation program. From time to time, we have provided limited perquisites to certain executive officers, such as reimbursement of relocation expenses and spousal travel and meals, and access to sporting and event tickets. In the future, we may provide perquisites or other personal benefits in limited circumstances, such as where we believe it is appropriate to assist an individual executive officer in the performance of his or her duties, to make our executive officers more efficient and effective, and for recruitment, motivation or retention purposes. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by the Compensation Committee.

Employment Agreements and Post-Employment Compensation

        Until 2011, we had formal, but inconsistent employment agreements with our executive officers. The initial terms and conditions of employment of each of the NEOs were set forth in an attachment to his or her employment agreement. With the exception of our current CEO's own employment agreement which was negotiated by the special Search Committee, each of these agreements was negotiated on our behalf by our former CEO or assigned to the Company in the context of an acquisition.

        Given the inconsistency among these employment agreements and the desire for fair and understandable employment agreements, the Compensation Committee determined to implement new employment agreements with standard, consistent terms and conditions for existing NEOs and other current and future executive officers. Accordingly, the Compensation Committee recognized the need to develop competitive compensation packages to retain qualified personnel, as discussed more fully above, and to attract qualified candidates to fill our most critical positions. These competitive compensation packages needed to contain a financial inducement sufficient to retain critical personnel and to motivate candidates to accept our employment offer over any competing offers. At the same time, the Compensation Committee was sensitive to the need to integrate existing and new executive officers into the executive compensation structure that we have been seeking to develop, balancing both competitive and internal pay equity considerations.

        Beginning in 2011, these employment agreements replace the assortment of previous employment agreements, as well as the Company's form of Change in Control Agreement to which the NEOs were parties. In addition to standard provisions relating to compensation and benefits, confidentiality, non-competition and non-solicitation of clients and employees, the employment agreements also provide these executive officers, including the NEOs, with certain protection in the event of termination of their employment under specified circumstances, including following a change in control of the Company. We believe that these protections are necessary to retain existing key personnel and to induce other individuals to leave their current employment for the uncertainty of a demanding position in a new and unfamiliar organization. We also believe that entering into these agreements helps these executive officers maintain continued focus and dedication to their assigned duties to maximize Stockholder value if there is a potential transaction that could involve a change in control of the Company. The terms of these agreements were determined after review by our Compensation Committee of our retention goals for each executive officer, as well as an analysis of market data.

        For a summary of the material terms and conditions of the severance and change in control provisions in these employment agreements, see "Potential Payments upon Termination or Change in Control."

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Regulatory Considerations

        We take certain tax and accounting requirements into consideration in designing and administering our executive compensation program.

Deductibility of Executive Compensation

        Generally, Section 162(m) of the Internal Revenue Code (the "Internal Revenue Code") disallows a tax deduction to any publicly-traded corporation for any remuneration in excess of $1 million paid in any taxable year to its chief executive officer and each of its three other most highly compensated executive officers, other than its chief financial officer. Remuneration in excess of $1 million may be deducted if, among other things, it qualifies as "performance-based compensation" within the meaning of the Internal Revenue Code. In this regard, the compensation income realized upon the exercise of stock options granted under a stockholder-approved stock option plan generally will be deductible so long as the options are granted by a committee whose members are non-employee directors and certain other conditions are satisfied.

        To the extent consistent with our overall compensation philosophy and practices, we intend to seek to qualify the variable compensation paid to our executive officers for the "performance-based compensation" exemption from the deductibility limit. As such, in approving the amount and form of compensation for our executive officers, the Compensation Committee considers all elements of the cost to us of providing such compensation, including the potential impact of the Section 162(m) deduction limit. The Compensation Committee may, in its judgment, authorize compensation payments that do not comply with an exemption from the deductibility limit when it believes that such payments are appropriate to attract and retain executive talent.

Taxation of Nonqualified Deferred Compensation

        Section 409A of the Internal Revenue Code requires that amounts that qualify as "non-qualified deferred compensation" satisfy certain requirements with respect to the timing of deferral elections, timing of payments and certain other matters. Generally, the Compensation Committee intends to administer our executive compensation program and design individual compensation components, as well as the compensation plans and arrangements for our employees generally, so that they are either exempt from, or satisfy the requirements of, Section 409A. From time to time, we may be required to amend some of our compensation plans and arrangements to ensure that they are either exempt from, or compliant with, Section 409A.

Taxation of "Parachute" Payments

        Sections 280G and 4999 of the Internal Revenue Code provide that certain executive officers and directors who hold significant equity interests and certain other service providers may be subject to an excise tax if they receive payments or benefits in connection with a change in control of the Company that exceeds certain prescribed limits, and that the Company, or a successor, may forfeit a deduction on the amounts subject to this additional tax. The employment agreements with our executive officers provide that, if the payments to the executive officer would cause him or her to become subject to the excise tax imposed under Section 4999 (or any similar federal, state or local tax), the Company will reduce the change of control payments to the extent necessary to avoid the application of the excise tax if, as a result of such reduction, the net benefits payable to the executive officer as so reduced (after payment of applicable income taxes) exceeds the net benefit to him or her of the change in control payment without such reduction (after payment of applicable income taxes and excise taxes).

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Accounting for Stock-Based Compensation

        The Compensation Committee considers accounting requirements in designing compensation plans and arrangements for our executive officers and other employees. Chief among these is Financial Accounting Standards Board Accounting Standards Codification Topic 718 or ASC Topic 718, the standard which governs the accounting treatment of certain stock-based compensation. Among other things, ASC Topic 718 requires the Company to record compensation expense in our income statement for all equity awards granted to our executive officers and other employees. This compensation expense is based on the grant date fair value of the equity award and, in most cases, will be recognized ratably over the award's requisite service period, which generally will correspond to the award's vesting schedule. This compensation expense is also reported in the compensation tables below, even though recipients may never realize any value from their equity awards.

2010 Compensation Program and Proposed 2011 Compensation Program

Base Salary

        The following table reflects the base salaries of the NEOs for 2009, 2010 and 2011 (beginning January 1 of each year) consistent with the philosophy and principles discussed above. The adjustments to base salary also gave consideration to general global economic conditions, the steps that the Company has taken to manage overhead expenses and the market competitiveness of the Company's cash compensation. The base salaries and the annual cash incentive of our executive officers, including during 2010, tended to be higher (approaching the 75^th percentile) than the base salaries and cash incentive compensation of executives in comparable positions at the companies in the 2010 competitive reference group because of the Company's historically high cash positioning. Consequently, adjustments to the 2011 base salaries of our executive officers, along with the annual cash incentive as discussed below, are intended to recognize performance, but we will begin to track the market practices for comparable positions at the companies in the Peer Group.

Three-Year Base Salary Table

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        The base salaries paid to the NEOs during 2010 are set forth in the Summary Compensation Table below.

Cash Incentive Compensation

        At the beginning of 2010, the Compensation Committee approved the annual cash bonus compensation opportunities for the NEOs which included two aspects: (1) an Annual Cash Bonus Award for performance to pre-established target levels with an associated Ancillary Cash Award for performance beyond those target levels and (2) the Stretch Bonus Program in which the NEOs and other senior leadership participated and that was aimed at achieving target levels for business unit revenue and NOI that were more difficult to achieve than the business plan targets for the Annual Cash Bonus Award and Ancillary Cash Award program.

        The 2010 Annual Cash Bonus Awards were based largely on quantitative targets such as revenue, NOI, income tax rates achieved and DSO, but also included a qualitative component. The Ancillary Cash Award associated with the Annual Cash Bonus Awards was tied to achievement over and above the target levels set for revenue and NOI at 100%. The Stretch Bonus Program target levels were set even tighter than the Ancillary Cash Award target levels. Percentages of the total award were allocated to each target and included a range of payouts from a minimum to a maximum of the targets. The NEOs were not guaranteed a bonus payment under any bonus program. The 2010 Annual Cash Bonus Award target levels for Mr. Cheesbrough were based on the following performance measures: total company revenue growth and EBITA (earnings before interest, taxes and amortization) growth and also included, to a lesser extent, the Company-wide income tax rate achieved, as well as DSO. The 2010 Annual Cash Bonus Award target levels for Messrs. Hadzi and Laugerud and Ms. Kim were based primarily on business unit revenue and NOI performance measures and, to a lesser extent, on DSO for Mr. Hadzi and Ms. Kim and the International Division tax rates achieved for Mr. Laugerud. In addition, the Compensation Committee identified important qualitative attributes we expected the NEOs to demonstrate that included development of people, leadership, teamwork and efforts to achieve our strategic objectives. Achievement of the qualitative component was based on the business judgment of the Compensation Committee with input from the CEO. Please see the table below detailing the 2010 Annual Cash Bonus Award components. Mr. Slingerlend's 2010 cash incentive compensation is discussed below in the section entitled "Retirement of Mr. Slingerlend."

2010 Annual Cash Bonus Award Components

        No bonus payments for a particular component were made if less than the minimum threshold target for that component was achieved and the maximum target for a particular component had to be achieved for a 100% payout on that component.

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        The following table reflects the principal 2010 Annual Cash Bonus Award targets for the components of revenue and NOI and payout percentages on the target levels for those components for the NEOs. The targets were predominately set as a percentage increase against actual 2009 results.

2010 Annual Cash Bonus Award Targets

        The total potential 2010 Annual Cash Bonus Award compensation, assuming 100% of all applicable revenue, NOI, DSO's, tax rate and qualitative targets were achieved, was as follows: Mr. Slingerlend $535,000, Mr. Cheesbrough $240,000, Mr. Hadzi $220,000, Mr. Laugerud $231,000 (1 GBP to 1.54 U.S. Dollars) and Ms. Kim $225,000. These foregoing amounts did not include the Ancillary Cash Award and Stretch Bonus Program Award target level amounts because such amounts could not be calculated until actual year end results were known.

Fiscal 2010 Ancillary Cash Award Targets

        For the 2010 Ancillary Cash Award opportunity associated with the Annual Cash Bonus Award, Mr. Slingerlend and Mr. Cheesbrough each could have earned an additional $10,000 and $5,000, respectively, for each $2.5 million the Company was over 100% of the revenue target and an additional $10,000 and $6,000, respectively, for each $250,000 the Company was over 100% of the NOI target. Mr. Hadzi had the opportunity to earn an Ancillary Cash Award of an additional $10,000 for each $2.5 million that North America business unit revenue exceeded 100% of the target and $10,000 for every $250,000 that North America business unit NOI exceeded 100% of the target. Mr. Laugerud could have earned an additional Ancillary Cash Award of $10,000 for every $2.5 million that the International business unit revenue exceeded 100% of the target and $10,000 for every $250,000 that the International business unit NOI exceeded 100% of the target and $1,875 for every 0.5% that the business unit tax rate was better than the target tax rate (at a conversion rate of 1 GBP to 1.54 U.S. Dollars). Ms. Kim had the opportunity to earn an Ancillary Cash Award of an additional $4,000 for each $1 million that Federal business unit revenue exceeded 100% of the target and $10,000 for every $250,000 that Federal business unit NOI exceeded 100% of the target.

        Please see the "2010 Actual Cash Award Payments" table below for the actual Ancillary Cash Awards earned by the NEOs for 2010.

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Fiscal 2010 Stretch Bonus Program

        The Compensation Committee also approved a 2010 Stretch Bonus Program similar to the Stretch Bonus Program implemented in 2009. The Stretch Bonus Program is a cash bonus program in which the NEOs and other senior leadership participate and is aimed at achieving targets for business unit revenue and NOI. The 2010 Stretch Bonus Program was capped at approximately $1.1 million in payouts. Thirty percent (30%) of the Stretch Bonus was allocated to achievement of business unit revenue targets and 70% of the Stretch Bonus was allocated to achievement of business unit NOI targets. The 2010 business unit Stretch Bonus Targets are set forth in the table below.

2010 Stretch Bonus Program Corporate Expectations Targets

        Potential payouts ranged from a 30% payout of the revenue portion if 95% of the business unit revenue target was achieved to 100% payout of the revenue portion if 100% of the business unit revenue target was achieved and a 50% payout of the NOI portion if 90% of the business unit NOI target was achieved to a 100% payout of the NOI portion if 100% of the business unit NOI target was achieved. Mr. Hadzi, Mr. Laugerud and Ms. Kim, as heads of business units were eligible for a 25% Stretch Bonus payment of the total relevant business unit Stretch Bonus awarded to members of the business unit if the targets set under this Program were achieved. Messrs. Slingerlend and Cheesbrough were eligible to participate in the Stretch Bonus Program and could have earned 12% and 8%, respectively, of the amounts that were earned by all others based on achievement of business unit targets under the Program.

        Actual amounts awarded to the NEOs under the Stretch Bonus Program are set forth in the table entitled "2010 Actual Cash Award Payments" below.

        In connection with the appointment of Mr. Peterschmidt as our President and Chief Executive Officer, his employment agreement provided that he would be eligible for a $300,000 cash bonus incentive based on the achievement of several qualitative objectives set by the Compensation Committee including the development of a comprehensive strategic plan, the implementation of significant new operating regimens, the strengthening of the leadership team and the facilitation of the unification of the sales and delivery organization across North America. After the end of the year, the Compensation Committee reviewed Mr. Peterschmidt's performance and approved the award of the full $300,000 cash incentive bonus for 2010.

        The Annual Cash Incentive Award payments, including the Ancillary Cash Award and the Stretch Bonus Awards made to the NEOs for 2010 and the cash bonus incentive award made to Mr. Peterschmidt are set forth in the table below and are also included in the Summary Compensation Table below.

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2010 Actual Cash Award Payments

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        For 2011, the Compensation Committee determined the target total cash compensation levels for each executive officer and, after reviewing each executive officer's base salary, established his or her target annual cash incentive award opportunity. Target award opportunities are based on a percentage of each executive officer's base salary. Award payments will be determined after the end of each quarter based on total Company or business unit performance for the quarter, as appropriate to each NEO, and as measured against the pre-established quarterly corporate and business unit performance objectives. The amount that potentially may be earned under the 2011 Annual Cash Incentive Award Program for our CEO and CFO is allocated 100% to total Company revenue and NOI performance. The amount that potentially may be earned under the 2011 Annual Cash Incentive Award Program for the other NEOs is allocated 75% to business unit revenue and NOI performance and 25% to total Company revenue and NOI performance. Achievement at or below targets will be paid quarterly without opportunity to make up for misses in a prior quarter. Achievement above targets will only be paid at year end. No award payments will be made at less than 85% achievement of target levels and over achievement will be capped at 200%. The Compensation Committee will consider the recommendations of our CEO (other than with respect to his own award payment) which are based on each executive officer's performance against his or her individual performance objectives. There is no qualitative component in our 2011 cash incentive compensation targets.

        The following table sets forth the potential amounts payable to the NEOs for achievement of 2011 annual cash award target levels.

Potential Payouts on the 2011 Annual Cash Award Targets

Equity Compensation

        In 2010, we had two stock-based programs for the NEOs that were approved by our Board of Directors:

•

a quarterly performance-based program (the "Quarterly Equity Incentive Program") in which the NEOs (other than our former and current CEOs) participated; and



•

a long-term equity incentive program (the "LTIP"), which was adopted in 2008 and in which all of the NEOs (other than our new CEO) participated, that incorporated both stock options and RSUs awarded on achievement of certain levels of performance as discussed more fully below.

        The size and nature of equity awards to the NEOs are determined by the Compensation Committee. Company and business unit performance measures and target levels were established annually and approved by the Compensation Committee. Like our cash incentive compensation programs, 2010 awards pursuant to our equity compensation programs were tied to the achievement of pre-established performance target levels for Company or business unit performance.

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Fiscal 2010 Quarterly Equity Incentive Program Awards

        As in 2009, stock options for 2010 under our Quarterly Equity Incentive Program were awarded on a formulaic basis for the achievement of pre-established performance-based business unit goals and objectives. Our NEOs, other than our CEO, were eligible for grants during 2010 pursuant to the Quarterly Equity Incentive Program. The table below sets forth the performance targets, as a percentage of actual 2009 quarterly results achieved, for each of the NEO's, except the current and former CEOs who were not eligible, with respect to the 2010 Quarterly Equity Incentive Program.

2010 Quarterly Equity Incentive Program Targets
(per quarter in fiscal 2010)

        In 2010, and pursuant to the Quarterly Equity Incentive Program, Messrs. Cheesbrough, Hadzi and Laugerud were eligible to receive 5,000 options per quarter provided that 95% of the revenue target (on a Company basis for Mr. Cheesbrough; on a business unit basis for Messrs. Hadzi and Laugerud) and 90% of the NOI target (on a Company basis for Mr. Cheesbrough; on a business unit basis for Messrs. Hadzi and Laugerud) were met for that quarter. Ms. Kim was eligible to receive 4,000 options per quarter provided that 95% of the business unit revenue target and 90% of the business unit NOI target were met for that quarter. Mr. Cheesbrough was awarded 5,000 stock options for first quarter Company performance. Messrs. Hadzi and Laugerud were each awarded 5,000 stock options for business unit performance for all four fiscal quarters. Ms. Kim did not receive any stock options under the Quarterly Equity Incentive Program for 2010.

        Additionally, based on the judgment of the Compensation Committee, NEOs may also receive discretionary stock option or RSU awards for exceptional performance.

        The LTIP program was designed to allow our Board of Directors to provide equity incentives to members of our leadership group through long-term awards in order to further incent growth of the long-term value of the Company for our Stockholders. Our Board of Directors believed that the LTIP awards directly link certain executive compensation opportunities with Stockholder value creation. The Board capped the total amount of options and RSUs available for awards each year based on the Company's Chief Executive Officer's recommendation, which included an analysis of the potential cost to the Company of the program and potential dilution (assuming options and RSUs were awarded using a 3:1 ratio), as well as the amount of awards authorized but not yet issued under the CIBER, Inc. 2004 Incentive Plan, which was approved by the Company's Stockholders. The cap in 2010 was 810,000 stock options and 270,000 RSUs. The LTIP awards consisted of a mix of stock options and RSUs at a rate of three stock options to one RSU. In the design of the LTIP, the Compensation Committee employed both performance-based and time-based vesting criteria. The 2010 plan also included a qualitative component in the potential award structure.

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        The table below sets forth the performance targets, as percentages of actual 2009 results, for each of the NEOs (except our new CEO) with respect to the 2010 LTIP.

2010 LTIP Targets

        For Mr. Slingerlend and Mr. Cheesbrough, 40% of the total potential LTIP award was based on achievement of the Company revenue target, 40% was based on achievement of the Company NOI target and 20% was based on the achievement of the qualitative component. For Mr. Hadzi, Ms. Kim and Mr. Laugerud, 20% of the total potential LTIP award was based on achievement of the business unit revenue target, 20% was based on achievement of the business unit NOI target, 20% on Company revenue target, 20% on Company NOI target and 20% on the achievement of the qualitative component. The specific qualitative factors considered for all NEOs included development of people, leadership, teamwork and efforts to achieve the Company's strategic objectives, which are the same qualitative factors considered in awarding the Annual Cash Bonus mentioned above. Achievement of the qualitative component was based on the business judgment of the Compensation Committee with input from the Chief Executive Officer.

Actual 2010 LTIP Awards