EXHIBIT 10.44
 EMPLOYMENT AGREEMENT
 BETWEEN
 KORN/FERRY INTERNATIONAL
 AND
 STEPHEN J. GIUSTO




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TABLE OF CONTENTS
 Page1. Employment
    
    
    12. At-Will Employment
    
    
    13. Position, Duties and Responsibilities
    
    
    14. Annual Compensation
    
    
    2(a) Base Salary
    
    
    2(b) Bonus Award
    
    
    25. Employee Benefit Programs and Perquisites
    
    
    2(a) General
    
    
    2(b) Reimbursement of Business Expenses
    
    
    2(c) Conditions of Employment
    
    
    26. Termination of Employment
    
    
    2(a) Death
    
    
    2(b) Disability
    
    
    3(c) Termination by the Company for Cause
    
    
    3(d) Voluntary Termination by Executive
    
    
    3(e) Termination by the Company Without Cause
    
    
    4(f) Automatic Termination Upon Executives Commencement of Other
Full-Time Employment
    
    
    4(g) Other Programs
    
    
    5(h) Conditions to Receipt of Benefits Under Section 6
    
    
    5(i) Certain Definitions
    
    
    67. Application of Section 409A
    
    
    68. No Mitigation; No Offset
    
    
    79. Confidential Information; Cooperation with Regard to Litigation
    
    
    7(a) Nondisclosure of Confidential Information
    
    
    7(b) Definition of Confidential Information
    
    
    7(c) Cooperation in Litigation
    
    
    710. Nonsolicitation
    
    
    811. Remedies
    
    
    812. Resolution of Disputes
    
    
    8
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Table of Contents
(Continued)
 Page13. Indemnification
    
    
    8(a) Company Indemnity
    
    
    8(b) No Presumption Regarding Standard of Conduct
    
    
    9(c) Liability Insurance
    
    
    914. Effect of Agreement on Other Benefits
    
    
    915. Expenses of Counsel for Executive
    
    
    916. Assignment; Binding Nature
    
    
    917. Representations
    
    
    1018 Entire Agreement
    
    
    1019. Amendment or Waiver
    
    
    1020. Severability
    
    
    1021. Non-Disparagement
    
    
    1022. Survivorship
    
    
    1023. Beneficiaries/References
    
    
    1024. Governing Law
    
    
    1125. Counterparts and Facsimile
    
    
    1126. Notices
    
    
    11
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EMPLOYMENT AGREEMENT
 Agreement Company Executive
 Employment.
 At-Will Employment Start Date
 Position, Duties and Responsibilities
  1




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Annual Compensation
 Base Salary Base Salary Annual Base Salary
 Bonus Award
 Employee Benefit Programs and Perquisites
 General
 Reimbursement of Business Expenses
 Conditions of Employment
 Termination of Employment
 Death
 2




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Disability
 Termination by the Company for Cause
 Voluntary Termination by Executive
 3




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Termination by the Company Without Cause
    Automatic Termination Upon Executives Commencement of Other Full-Time Employment
 4




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Other Programs
 Conditions to Receipt of Benefits Under Section 6 Listed Entity
 5




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Certain Definitions
    Application of Section 409A Section 409A
 6




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No Mitigation; No Offset
 Confidential Information; Cooperation with Regard to Litigation
 Nondisclosure of Confidential Information
 Definition of Confidential Information Affiliate
 Cooperation in Litigation
 7




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provided however
 Nonsolicitation
 Remedies
 Resolution of Disputes
 Indemnification
 Company Indemnity Proceeding
 8




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No Presumption Regarding Standard of Conduct
 Liability Insurance
 Effect of Agreement on Other Benefits
 Expenses of Counsel for Executive
 Assignment; Binding Nature
 9




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Representations
 Entire Agreement
 Amendment or Waiver
 Severability
 Non-Disparagement
 Survivorship
 Beneficiaries/References
 10




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Governing Law
 Counterparts and Facsimile
 Notices
 If to the Company:
    
    KORN/FERRY INTERNATIONALIts: Chief Executive Officer1900 Avenue of the Stars, Suite 2600Los Angeles, CA 90067Attention: Corporate SecretaryIf to Executive:
    
    Stephen Giusto360 Pinecrest DriveLaguna Beach, CA 92651with a copy to:Larry A. WalravenWalraven & Lehman LLP120 Vantis, Suite 535Aliso Viejo, CA 92656
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The Company:
    
    KORN/FERRY INTERNATIONAL/s/ Gary D. Burnison

By: Gary D. BurnisonIts: Chief Executive OfficerExecutive:
    
    STEPHEN J. GIUSTO/s/ Stephen J. Giusto
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