EXHIBIT
10.45
 EMPLOYMENT AGREEMENT
 BETWEEN
 KORN/FERRY INTERNATIONAL
 AND
 MICHAEL DiGREGORIO




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TABLE OF CONTENTS
 Page1. Employment
    
    
    12. At-Will Employment
    
    
    13. Position, Duties and Responsibilities
    
    
    14. Annual Compensation
    
    
    1(a) Base Salary
    
    
    1(b) Annual Cash Incentive Award
    
    
    2(c) Equity Incentive Program
    
    
    25. Employee Benefit Programs and Perquisites
    
    
    3(a) General
    
    
    3(b) Reimbursement of Business Expenses
    
    
    3(c) Conditions of Employment
    
    
    36. Termination of Employment
    
    
    3(a) Death
    
    
    3(b) Disability
    
    
    4(c) Termination by the Company for Cause or Voluntary Termination by Executive
    
    
    4(d) Termination by the Company Without Cause or by Executive for Good Reason Prior to Change in Control or More Than 12 Months After a Change in Control
    
    
    4(e) Following a Change in Control, Termination by the Company Without Cause or by Executive for Good Reason
    
    
    5(f) Certain Additional Payments by the Company(g) Other Programs
    
    
    7(h) Conditions to Receipt of Benefits Under Section 6
    
    
    7(i) Certain Definitions
    
    
    77. Application of Section 409A
    
    
    88. No Mitigation; No Offset
    
    
    99. Confidential Information; Cooperation with Regard to Litigation
    
    
    9(a) Nondisclosure of Confidential Information
    
    
    9(b) Definition of Confidential Information
    
    
    9(c) Cooperation in Litigation
    
    
    1010. Nonsolicitation
    
    
    1011. Remedies
    
    
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TABLE OF CONTENTS
 Page12. Resolution of Disputes
    
    
    1013. Indemnification
    
    
    10(a) Company Indemnity
    
    
    10(b) No Presumption Regarding Standard of Conduct
    
    
    11(c) Liability Insurance
    
    
    1114. Effect of Agreement on Other Benefits
    
    
    1115. Expenses of Counsel for Executive
    
    
    1116. Assignment; Binding Nature
    
    
    1217. Representations
    
    
    1218. Entire Agreement
    
    
    1219. Amendment or Waiver
    
    
    1220. Severability
    
    
    1221. Survivorship
    
    
    1222. Beneficiaries/References
    
    
    1223. Governing Law
    
    
    1324. Counterparts and Facsimile
    
    
    1325. Notices
    
    
    13
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EMPLOYMENT AGREEMENT
 Agreement Company Executive
 Employment
 At-Will Employment
 Position, Duties and Responsibilities
 Annual Compensation
 Base Salary Base Salary Annual Base Salary
 1




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Annual Cash Incentive Award Compensation Committee
  Equity Incentive Program Shares
 st nd rd th
 Performance
Shares Performance
Period
 2




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st nd rd th
 Employee Benefit Programs and Perquisites
 General
 Reimbursement of Business Expenses
 Car Allowance
 Conditions of Employment
 Termination of Employment
 Death
 3




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Disability
 Termination by the Company for Cause or Voluntary Termination by Executive
 Termination by the Company Without Cause or by Executive for Good Reason Prior to
Change in Control or More Than 12 Months After a Change in Control
 4




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Following a Change in Control, Termination by the Company Without Cause or by
Executive for Good Reason
 5




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6




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Other Programs
 Conditions to Receipt of Benefits Under Section 6 Listed Entity
 Certain Definitions
   7




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Application of Section 409A Section 409A
 8




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No Mitigation; No Offset
 Confidential Information; Cooperation with Regard to Litigation
 Nondisclosure of Confidential Information
 Definition of Confidential Information Affiliate
 9




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Cooperation in Litigation provided however
 Nonsolicitation
 Remedies
 Resolution of Disputes
 Indemnification
 Company Indemnity
 10




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Proceeding
 No Presumption Regarding Standard of Conduct
 Liability Insurance
 Effect of Agreement on Other Benefits
 Expenses of Counsel for Executive .
 11




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Assignment; Binding Nature
 Representations
 Entire Agreement
 Amendment or Waiver
 Severability
 Survivorship
 Beneficiaries/References
 12




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Governing Law
 Counterparts and Facsimile
 Notices
 If to the Company:
    
    KORN/FERRY INTERNATIONAL1900 Avenue of the Stars, Suite 2600Los Angeles, CA 90067Attention: Corporate SecretaryIf to Executive:
  The Company:
    KORN/FERRY INTERNATIONAL/s/ Gary D. BurnisonBy: Gary D. BurnisonIts: Chief Executive OfficerExecutive:
    MICHAEL DiGREGORIO/s/ Michael DiGregorio 13




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SCHEDULE A
 DEFINITION OF CHANGE IN CONTROL
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