EX-10.2





 Exhibit 10.2 

April 14, 2020 
 Robert Rozek 

c/o Korn Ferry 
 1900 Avenue of the Stars, Suite 2600 

Los Angeles, CA 90067 
  

			
	Re:	  	Employment Agreement dated as of February 6, 2012 between Korn Ferry (“Korn Ferry”) and Robert Rozek, as amended by that Amendment thereto dated December 28, 2015(“Employment
Agreement”)

 Dear Bob: 
 This letter serves to
confirm a temporary modification of your annual rate of base salary in connection with your continuing employment relationship with Korn Ferry and the amendment of applicable terms and conditions of your Employment Agreement referenced above. 

Specifically, you, as Executive Vice President, Chief Financial Officer and Chief Corporate Officer of Korn Ferry, have requested and the Compensation and
Personnel Committee of the Board of Directors of Korn Ferry has agreed that a temporary reduction in your base salary is desirable in response to the current economic environment. As such, your base salary shall be temporarily reduced (ratably with
other executive officers) by 50% to $287,500. The reduction will become effective May 1, 2020, and will remain in effect through August 31, 2020, after which it will be restored to its present level. 

This temporary reduction of your base salary shall be disregarded for all other purposes under your Employment Agreement, and therefore shall have no impact
on the potential for your annual cash and equity incentive awards for this or any other year, which will continue to be calculated off of your base salary as in effect prior to the May 1 reduction. Similarly, any other benefits applicable by
reference to your base salary amount, including but not limited to the severance and change in control provisions in your Employment Agreement, will be calculated off of your base salary as in effect prior to the May 1 reduction. Further, this
temporary reduction shall also have no impact on the amount of Korn Ferry shares you are required to own under our stock ownership guidelines, which shall continue to be calculated off of your base salary in effect prior to the May 1 reduction.
In the event that you become entitled to severance under your Employment Agreement during the period of this temporary reduction due to termination of your employment during such period, you shall also be paid a lump sum equal to the total amount of
foregone base salary pursuant to the 50% reduction above, payable with the first payment of your cash severance benefits. 
 It is agreed that this letter
as it relates to the temporary salary reduction above shall not, alone, be a basis for Good Reason or any constructive termination claim and does not constitute Good Reason under your Employment Agreement. Except as otherwise modified in this letter
agreement, your Employment Agreement remains unmodified and in full force and effect. 
 Please indicate your acceptance of this letter agreement amending
your Employment Agreement by signing and dating a copy of this letter agreement in the spaces provided below and returning such signed and dated copy to me. I thank you for your continued commitment to Korn Ferry. 

 

							
		 		 	Sincerely,	 	
				
		 		 	 /s/ Jonathan M. Kuai
	 	
		 		 	Jonathan M. Kuai	 	

  

									
	ACCEPTED AND AGREED TO:	 		 		 	
				
	 /s/ Robert P. Rozek
	 		 	            April 14, 2020            	 	
	Robert P. Rozek	 		 	Date of Signature