**EXHIBIT10.1**

 

May12, 2009

KnutKjaer

Stjerneveien11

0779Oslo

Norway

 

DearKnut:

 

On behalf of RiskMetricsGroup (RMG), I am pleased to confirm the following offer of employment to you:

 

Position:  President. In this position, you will report to Ethan Berman, CEO, and you will bebased in our offices in New York City.

 

Employment Date:  May 1, 2009.  Employment is contingent on receivingverification of a satisfactory background check and obtaining all requiredvisas and/or authorizations for your work in the United States.

 

Base Compensation:  You will be compensated at an annual rate ofUS$400,000.00 or semi-monthly (per pay period) rate of U.S.$16,666.67, lessapplicable taxes.

 

Bonus:   Subject to meeting mutually agreed upon goalsand objectives, you will be eligible for an annual performance bonus.  Initially, your target performance bonus willbe 2x your annual base salary and it is expected that any bonus, if earned,will be paid approximately 50% in cash and the other 50% in the form ofequity.  Performance bonuses are paid outin the first quarter of each year, for work performed in the previous year. Youare eligible to make 20 percent more than 2x your annual base salary if youexceed targets by 20 percent or more.

 

Equity Grant:  You will receive an option to acquire 400,000shares of RMG common stock.  The pershare exercise price for the option will be the fair market value of the stockon the date of grant (and the option will be granted on the 2nd NYSE tradingday following RMG’s first public release of earnings after you begin workingfor RMG). The options will vest over four years, 25% each year.  If, within your first two years ofemployment, there is a change of control, a change of CEO or RMG terminatesyour employment for any reason other than cause, then the first 50% of thisoption grant (meaning the portion covering 200,000 shares) will beautomatically vested.  For purposes ofthe prior sentence, (a) “change of control” shall mean, (i) adissolution or liquidation of RMG, (ii) a sale of all or substantially allof RMG’s assets, (iii) a merger or consolidation involving RMG in whichRMG is not the surviving corporation or (iv) a merger or consolidationinvolving RMG in which RMG is the surviving corporation but the holders ofshares of RMG common stock receive securities of another corporation and/orother property, including cash; and (b) “cause” shall have the meaninggiven to it in Section 1.6(f)(i & ii) of RMG’s 2007 OmnibusIncentive Compensation Plan (the “Plan”). For clarity, any notice of breach(es) under Section 1.6(f)(i)(B)(1) ofthe Plan must be in writing.

 

Change of Control:  If, within your first two years ofemployment, there is a change of control (as defined in the prior section) or achange of CEO and your employment with RMG is terminated during that two yearperiod either by you or RMG (other than by RMG for cause), then you will bepaid the remainder of your base salary otherwise due and payable from the dateof termination through April 30, 2011. Such amount will be paid in a lump sum payment within thirty (30) daysof the date of termination.

 

Relocation:  In consideration of your move to New York forthis position, RMG will reimburse you for up to US$100,000.00 in relocationexpenses.

 

GCapm:  RMG acknowledges your involvement with GCapm,a company that has developed concepts for asset management that may havesignificant economic value.  While youshall be permitted to continue to oversee your interest in GCapm, in doing soyou shall take all reasonable steps to avoid any conflict (or potentialconflict) of interest between the business of GCapm and that of RMG and itsclients.  In the event that you plan tosell GCapm and/or its concepts/assets, you shall provide RMG with a preferentialright to review and consider the acquisition of GCapm or its concepts/assets.

 

Other Commitments:  While you are required to devote your fullbusiness time and attention to RMG in the role of President, it is acknowledgedand agreed that you shall be permitted to continue with those of your currentcommitments as outlined on Appendix 1 to this letter.  You agree to (a) disclose to the RMGBoard all amounts received by you with respect to your outside commitments; (b) takeall reasonable steps to avoid any conflict (or potential conflict) of interestbetween your outside commitments and that of RMG and its clients and (c) nottake on any additional outside commitments without first receiving the priorapproval of RMG’s Board.

 

Benefits:  Based upon a May 1, 2009 start date, youwill be eligible to immediately participate in our comprehensive healthbenefits program, which includes medical and dental insurance. Please refer toour summary of benefits packet for a comprehensive description of all Companybenefits

 

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Other

 

Benefits:  s a full-time employee, you will be eligiblefor paid time off (PTO) allowance. The annual PTO is 20 days per calendaryear.  Based upon a May 1, 2009start date you will be eligible for 14 PTO days for the remainder of 2009.  In addition, you will be eligible for allremaining Company designated holidays for this year. You will be eligible toparticipate in our 401(k) Savings plan on the first day of the monthfollowing your start date.

 

IMPORTANT:  You acknowledge that by accepting thisposition you will not violate the terms of any agreement applicable to you, andthat you will not utilize or make available to us any confidential orproprietary information of any third party or violate any obligation withrespect to such information.

 

All employees arerequired to sign RMG’s Regulatory Code of Ethics.  A copy is attached; please read this documentcarefully. Your offer of employment is contingent upon signing this documentand continued employment is subject to all of its terms and conditions.  While I have every expectation that you willhave a successful career with us, I must remind you that your employment withRMG is on an “at will” basis, which means that either of us may choose toterminate your employment at any time, with or without cause.

 

Accordingly, nothing inthis offer letter should be construed as creating a contract on employment fora specified term.

 

Government regulationsrequire us to make all offers of employment contingent upon your ability toprovide proof of your identity and legal certification to work in the UnitedStates.  We will work with you to helpobtain this certification.

 

This letter agreement ismade and entered into in the State of New York, USA and shall in all respectsbe interpreted, enforced, and governed under the laws of the State of New York.

 

If you find our offer tobe acceptable, please sign this letter below and return it and all otherenclosed forms to me.

 

We are excited about themany ways you will contribute to the challenges ahead of us as well asproviding you with a rewarding career path. I look forward to your accepting this offer, and in the meantime, if youhave any questions, please do not hesitate to contact me.

 

 
| Sincerely,                             |   |
|----------------------------------------|--------|
|                                   |   |
|                                   |   |
|                                   |   |
| Ethan Berman, Chief  Executive Officer |   |
|                                   |   |
| RiskMetrics Group                      |   |

 

The undersigned acceptsthe above employment offer and agrees that it contains the terms of employmentwith RiskMetrics Group, that the employment offered is “at will” as describedabove and that this offer supersedes any and all prior understandings, offersor agreements, whether oral or written, and that there are no other termsexpress, or implied.

 

 
|   | Accepted: |       |
|--------|-----------|------------|
|   |      |       |
|   |      | Knut Kjaer |
|   |      |       |
|   |      |       |
|   | Date:     |       |

 

 

Appendix 1 to Knut KjaerLetter

 

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Outside Commitments

 

1.  Member of the investment committee of theDutch pension fund ABP/APG. (5 – 6 meetings per year, one in New York, theother in Amsterdam).

 

2.  Executive Advisor to FSN Capital Partners(Nordic private equity company, 4 – 8 meetings per year in Oslo and Stockholm,but you will attend only a few of them).

 

3.  Investment advisor to the Global Fund, alarge vaccine fund managed by the World Bank (it is expected that you willparticipate only in telephone meetings).

 

4.  Board member of Stromstangen, the personalinvestment company to Kim Wahl (2 – 4 meetings annually when convenient foryou).

 

5.  Member of international advisory board ofChina Investment Cooperation (annual meetings).

 

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**SIGNATURES**

 

Pursuant to the requirements of Section 13 or15(d) of the Securities Act of 1934, the registrant has duly caused thisreport to be signed on its behalf by the undersigned; thereunto duly authorizedthis 4th day of August, 2009.

 
|     | RiskMetrics  Group, Inc. |
|----------|-------------------------------|
|     |                          |
|     | /s/ M. ETHAN BERMAN           |
|     | M. Ethan Berman               |
| * * | *Chief  Executive Officer*    |

 

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