Filed by Bowne Pure Compliance



 





EXHIBIT 10.1




DRAFT — SUBJECT TO APPROVAL OF THE COMPENSATION COMMITTEE




January 16, 2008




PERSONAL AND CONFIDENTIAL




Ms. Ana Dutra

425 Sunset Ridge

Northfield, IL 60093




Dear Ana:



We are delighted to extend to you this offer of employment with Korn/Ferry International as
Executive Vice President and Chief Executive Officer of Leadership Development Solutions (LDS)
effective February 15, 2008 or such other date as may be mutually agreed upon. Verbal and written
acceptance of this offer of employment must be received within one week from the date of this
letter or the offer becomes void. The purpose of this letter is to confirm the terms of this
employment offer including, compensation, employee benefits, and professional requirements.



Base Salary




Your entry compensation program will be comprised of a monthly base salary of $37,500.00
payable in semi-monthly increments.



Annual Incentive Award




You will be eligible for a target annual incentive award (cash and LTIP) of $650,000. This
award will be based on an appraisal of your achievements in meeting MBOs, which will be established
and agreed upon by you and Korn/Ferry within sixty (60) days of your date and each year thereafter.



FY08 Stipend




For FY08 (Date of hire through April 30, 2008), Korn/Ferry will pay you $70,000 cash stipend
secured by a promissory note which will be forgiven on the third anniversary of your hire date. This stipend will be prorated based on your actual start
date.


 


 









 





FY09 Guaranteed Bonus Award




For FY 2009 (May 1, 2008 through April 30, 2009), your minimum guaranteed cash bonus award
will be $350,000. $232,500 of this bonus award will be advanced in semi-monthly increments in
addition to your base salary.



Long-Term Incentive Plan




Management will recommend to the Compensation Committee that you be awarded $750,000 of
restricted shares. This award will be issued effective on the later of your date of hire or the
date it is approved by the Committee and will vest in four installments on the 1st, 2nd,
3rd, and 4th anniversary of the effective date of the grant.



Make whole provisions




In recognition of the equity you will forfeit from your current employer, Korn/Ferry
will give you an equity award of $750,000 of restricted shares. This award will be issued
effective on the later of your date of hire or the date it is approved by the Committee and will
“cliff” vest 100% on the third anniversary of the effective date of the grant.



Employee Benefits




The following paragraphs describe Korn/Ferry’s employee benefit programs as currently
constituted. Please be aware that these programs are subject to change. If they are modified in
the future, you will continue to be eligible for such benefits as are provided to other Executive
Vice Presidents of the firm.



As an Executive Vice President, you will be entitled to ten holidays per year, twenty days
vacation, and fifteen days sick leave. You will also be enrolled in the firm’s group insurance
program which includes life, accidental death and dismemberment, and health benefits.



Life insurance coverage will be three times your base salary up to
a maximum of $1,500,000. You may also enroll for supplemental employee-paid life insurance
coverage. If you elect this coverage, you will pay the premium cost through payroll deduction.
Your eligibility will take effect 30 days after your first day of employment and your completion of
the enrollment forms.

 


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You may also participate in the firm’s health benefits plan, which includes medical, dental,
and vision care coverage. Based on the plan you select, your monthly contribution for health
benefits coverage will range from $50 — $180 for the Preferred Provider Plan (PPO) or $30 — $120
for the Health Maintenance Organization Plan (HMO) depending on the number of family members
covered. Your payments will be made through payroll deductions and may be done on a pre-tax basis
if you choose to participate in the Flexible Spending Plan described below. Your eligibility for
health benefits will take effect 30 days after your first day of employment and your completion of
the enrollment forms.



You will also have the opportunity to enroll in Korn/Ferry’s Flexible Benefit Account Plan.
This is a Section 125 plan by which you may: (1) defer a portion of your income on a pre-tax basis,
(2) pay your contribution for dependent health coverage, (3) be reimbursed for certain health
expenses not covered by insurance, and (4) be reimbursed for dependent (child or elder) care
expenses. You are eligible to enroll in this plan after you have completed 30 days of employment
and have enrolled in the group health plan. If you do not enroll at that time, you must wait until
the annual enrollment in December.



After you have completed 30 days of employment, the firm will provide you with short-term
disability coverage. This coverage will protect you against loss of income if you are unable to
work because you are disabled due to a non-work related illness or injury. If you become disabled,
this benefit provides 70 percent of your basic weekly salary to a maximum of $1,500 per week for up
to 12 weeks. You would be eligible to receive benefits under this program after you have been
disabled for seven calendar days.



In addition, you may enroll in the firm’s group long-term disability insurance program which
provides disability benefits of 60 percent of your monthly base salary to a maximum of $10,000 per
month. The monthly premiums for this benefit are based on your salary. If you elect this benefit,
the firm will pay 75 percent of the premium and you will pay the remaining 25 percent through
payroll deduction. Your eligibility for enrollment for long-term disability benefits will take
effect 30 days after your first day of employment.



As an Executive Vice President, the firm will also provide you $500,000 in travel accident
insurance. You may also enroll in the firm’s family travel accident insurance program which
extends your coverage to 24 hours, whether traveling for business or pleasure, and provides 24-hour
coverage to your dependents for travel accidents. If you elect this benefit, you will pay the
premium cost through a payroll deduction.


 


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You may participate in the Korn/Ferry International Employee Tax Deferred Savings Plan which
is a qualified 401(k) plan. Tax-deferred employee contributions can begin on the fiscal quarterly
enrollment period following six months of employment. You will become eligible for employer
contributions on the fiscal quarterly enrollment date after you have been employed for one year.



You may also participate in the Korn/Ferry International Employee
Stock Purchase Plan. This plan allows you to purchase Korn/Ferry stock at a discount to fair market
value. Through payroll deductions, you may purchase the stock at price equal to 85% of the fair
market at the end of the offering period. Employee contributions can begin on the first plan
enrollment period following six months of employment. If you do not enroll at that time, you may
enroll during any following enrollment period.



Your benefits package with enrollment forms and plan descriptions are enclosed in
this envelope. Coverage in Korn/Ferry’s employee benefits programs is dependent upon your timely
completion and our receipt of all forms and materials required for enrollment.



Executive Benefits




The following paragraphs describe Korn/Ferry’s executive benefit programs as currently
constituted. Please be aware that these programs are subject to change. If they are modified in
the future, you will continue to be eligible for such benefits as are provided to other Executive
Vice Presidents of the firm.



On the date you become eligible for the health benefits plan, you will automatically be
enrolled in the Executive Medical Plan. This plan provides you with additional benefit payments,
above those paid under the standard group health insurance, as well as reimbursement for certain
medical services not covered under the group health insurance. Your coverage under this plan will
be a maximum of $2,500 per year. Further information about this program will be provided with your
benefits package.



You will be eligible to participate in the ECAP plan. This is a non-qualified deferred
compensation plan which allows participants to make pre-tax deferrals of up to 90% of salary and
100% of bonus. Deferrals you make are immediately 100% vested and you have a choice of investment
options. The firm may also make contributions, and these contributions would vest over a
three-year period. Full details will be provided to you during the next deferral election period.
To the extent permissible under such plan, you may be able to make contributions to the plan within
the first six (6) months of your employment.

 


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After completing one year of employment, you may also participate in the College
Tuition Program. This partner benefit provides $2,000 per year up to a maximum of $8,000 for each
dependent child enrolled full-time as an undergraduate in an accredited college or university.



As an Executive Vice President, you will also receive $450 per month as an automobile
allowance.



Professional Requirements




As part of your employment by Korn/Ferry, we also ask that you provide a detailed description
of your job history and educational background. A form for this purpose is enclosed. The
information you provide concerning past employment and educational history will be verified by the
firm. Your employment is contingent on the accuracy of the information you provide.



Pursuant to the Immigration and Nationality Act, our firm is required to verify the identity
and employment eligibility of all new hires. In order to comply with this legal obligation, we
must complete an Employment Eligibility Verification Form I-9 within three days of hire. We have
enclosed a Form I-9 for your review. Please note that you will need to provide either (i) one
document from “List A” or (ii) one document from “List B” and one document from
“List C” of the form (see page two of the enclosed I-9 Form). If you anticipate having difficulty
completing the Form I-9 or producing the required documents, please contact me.



Further, all Korn/Ferry employees are required to review and acknowledge the firm’s Code of
Business Conduct, Code of Business Conduct and Ethics, Non-Harassment and Non-Discrimination
Policy, Information Technology Security Policies and Procedures, Policy Statement Regarding Insider
Trading, Media Contacts, and Securities Analysts, Policy Statement Prohibiting Payments to Foreign
Government Agencies and Officials, Political Parties, Leaders and Candidates, and False Entries in
Books and Records, and the Agreement To Protect Confidential Information which govern all aspects
of our professional practice. Copies of the Codes, Policies and Agreement are enclosed. Your
employment is contingent on your abiding by the provisions of these documents. Please review them
carefully and return the signed acknowledgment forms with your acceptance of this offer. Please
keep the Codes and Policies as well as a copy of the Agreement To Protect Confidential Information
for your personal files.


 


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Business Information and Non-Competition




Please review the following clause with care. In accepting this offer of employment
with Korn/Ferry, you are making a personal commitment to adhere to the provisions set forth below.



In consideration of your employment by Korn/Ferry International, you agree that during the
term of your employment, except as necessary to carry on the business of the Corporation, and after
the expiration of your employment, you shall not, directly or indirectly, use or disclose to any
person, firm, or corporation, any candidate list, personal histories or resumes, employment
information, business information, customer lists, business secrets or any other information not
generally known in the industry concerning business or policies of the firm, including, but not
limited to the firm’s list of clients or placement candidates.



You further agree that during the term of your employment, and for the two year period
immediately subsequent to the expiration of your employment, you will not directly or indirectly
(as owner, principal, agent, partner, officer, employee, independent contractor, consultant,
stockholder or otherwise) (1) solicit any executive search assignment from any existing client of
the firm or its subsidiaries or affiliates or any person who has been a client of the firm or its
subsidiaries or affiliates during the preceding two years, (2) solicit for employment or otherwise
attempt to engage the services of any employee of the firm or its subsidiaries or affiliates. The
term “client” as used in this clause shall mean only clients as to which you, at any time during
the three years preceding termination of employment, contacted or engaged in activities on behalf
of the firm.



Acceptance of Employment




You understand that your employment with Korn/Ferry International is an employment “at will”
and this arrangement may be altered only in writing by the Vice President of Human Resources of
Korn/Ferry International.



Upon your acceptance of this offer of employment, please acknowledge your agreement with the
terms set forth in this letter by signing in the designated space below. A copy of this letter is
enclosed for your records.



Please also complete and sign the enclosed documents and return them to me with your signed
letter:




	 	•	 	Employment and Education History Form
	 
	 	•	 	Code of Business Conduct: Acknowledgment Form
	 
	 	•	 	Code of Business Conduct and Ethics: Acknowledgment Form
	 
	 	•	 	Non-Harassment/Non-Discrimination Policy: Acknowledgment Form
	 
	 	•	 	Policy Statement Prohibiting ...: Acknowledgment Form




 


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	 	•	 	Insider Trading Policy: Acknowledgment Form
	 
	 	•	 	Agreement To Protect Confidential Information
	 
	 	•	 	Personnel Information Form: (Section A)
	 
	 	•	 	I-9 Form
	 
	 	•	 	W-4 Form
	 
	 	•	 	Employee Authorization for Automatic Deposits Form
	 
	 	•	 	Business Travel and Expense Reporting: Acknowledgment Form





I look forward to your joining us and to your success with Korn/Ferry International. If you
have any questions, please don’t hesitate to call me.



Sincerely,




/s/ Gary D. Burnison

Chief Executive Officer




ACCEPTED:



	 	 	 
	/s/ Ana Dutra
	 	 
	 

	 	 
	Ana Dutra

	 	Date





 


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