exv10w2





Exhibit 10.2




KORN/FERRY INTERNATIONAL 2008 STOCK INCENTIVE PLAN




RESTRICTED STOCK AWARD AGREEMENT




     1. Issuance of Shares. Korn/Ferry International, a Delaware corporation (the
“Company”), hereby issues to the Grantee (the “Grantee”) named in the Notice of Restricted Stock
Award (the “Notice”), the Total Number of restricted Shares of Common Stock Awarded as set forth in
the Notice (the “Shares”), subject to the Notice, this Restricted Stock Award Agreement (the
“Agreement”) and the terms and provisions of the Company’s 2008 Stock Incentive Plan, as amended
from time to time (the “Plan”), which is incorporated herein by reference. Unless otherwise
defined herein or in the Notice, the terms defined in the Plan shall have the same defined meanings
in this Agreement. All Shares issued hereunder will be deemed issued to the Grantee as fully paid
and nonassessable shares, and the Grantee will have the right to vote the Shares at meetings of the
Company’s shareholders. The Company shall pay any applicable stock transfer taxes imposed upon the
issuance of the Shares to the Grantee hereunder.



     2. Consideration. The Grantee shall be deemed to have purchased from the Company the
Shares set forth in the Notice without payment of any cash consideration. The Grantee and the
Company hereby acknowledge and agree that adequate consideration has been received by the Company
in respect of the issuance of the Shares.



     3. Transfer Restrictions. Except as expressly provided in Section 14 of the Plan, the
Shares issued to the Grantee hereunder may not be sold, transferred, pledged, assigned or otherwise
alienated or hypothecated by the Grantee prior to the date when the Shares become “vested” pursuant
to the Vesting Schedule set forth in the Notice. Any attempt to transfer Shares in violation of
this Section 3 will be null and void and will be disregarded.



     4. Termination of Employment; Forfeiture. Vesting shall cease upon the date of
termination of the Grantee’s continued service with the Company for any reason, including death or
Disability. If the Grantee’s continued service with the Company terminates for any reason while
the Grantee holds any Shares that have not vested (“Restricted Shares”), including fractional
Restricted Shares, such Restricted Shares shall be deemed reconveyed to the Company and the Company
shall thereafter be the legal and beneficial owner of the Restricted Shares and shall have all
rights and interest in or related thereto without further action by the Grantee. In the event
Restricted Shares are reconveyed to the Company, the Company shall have no further obligation or
liability to the Grantee with respect to such Restricted Shares. The foregoing forfeiture
provisions set forth in this Agreement as to Restricted Shares shall also apply to the new capital
stock or other property (including cash paid other than as a regular cash dividend) received in
exchange for the Shares in consummation of any Change in Control and such stock or property shall
be deemed Additional Securities for purposes of this Agreement, but only to the extent the Shares
are at the time covered by such forfeiture provisions.



     5. Escrow of Stock. For purposes of facilitating the enforcement of the provisions of
this Agreement, the Grantee agrees, immediately upon receipt of Restricted Shares, to deliver












 







such documents, agreements or instruments as may be necessary from time to time to the
Secretary or Assistant Secretary of the Company, or their designee, to hold such Restricted Shares
in escrow for so long as such Restricted Shares have not vested pursuant to the Vesting Schedule
set forth in the Notice, with the authority to take all such actions and to effectuate all such
transfers and/or releases as may be necessary or appropriate to accomplish the objectives of this
Agreement in accordance with the terms hereof. The Grantee hereby acknowledges that the
appointment of the Secretary or Assistant Secretary of the Company (or their designee) as the
escrow holder hereunder with the stated authorities is a material inducement to the Company to make
this Agreement and that such appointment is coupled with an interest and is accordingly
irrevocable. The Grantee agrees that such escrow holder shall not be liable to any party hereto
(or to any other party) for any actions or omissions unless such escrow holder is grossly negligent
relative thereto. The escrow holder may rely upon any letter, notice or other document executed by
any signature purported to be genuine and may resign at any time. Upon the vesting of all
Restricted Shares, the escrow holder will, without further order or instruction, transmit to the
Grantee such Shares, subject, however, to satisfaction of any withholding obligations provided in
Section 7 below.



     6. Distributions. The Company shall disburse to the Grantee all regular cash
dividends with respect to the Shares and Additional Securities (whether vested or not), less any
applicable withholding obligations.



     7. Withholding of Taxes. The Grantee shall, as Restricted Shares shall vest or at the
time withholding is otherwise required by any applicable provisions of federal or state law, pay
the Company the amount necessary to satisfy any applicable foreign, federal, state, and local
income and employment tax withholding obligations. At the time the Grantee’s Award is granted, or
at any time thereafter as requested by the Company, the Grantee hereby authorizes, to the fullest
extent not prohibited by applicable law, withholding from payroll and any other amounts payable to
the Grantee, and otherwise agrees to make adequate provision for any sums required to satisfy the
federal, state, local and foreign tax withholding obligations of the Company, if any, which arise
in connection with the Award.



     8. Section 83(b) Election. The Grantee hereby acknowledges that he or she has been
informed that, with respect to the grant of the Shares, he or she may file an election with the
Internal Revenue Service, within 30 days of the Date of Award, electing pursuant to Section 83(b)
of the Code, to be taxed currently on the Fair Market Value of the Shares on the Date of Award
(“Section 83(b) Election”).



     GRANTEE ACKNOWLEDGES THAT IF HE OR SHE CHOOSES TO FILE AN ELECTION UNDER SECTION 83(b) OF THE
CODE, IT IS GRANTEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY SUCH SECTION 83(b)
ELECTION, EVEN IF HE OR SHE REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON
GRANTEE’S BEHALF.



     BY SIGNING THIS AGREEMENT, GRANTEE REPRESENTS THAT HE OR SHE HAS REVIEWED WITH GRANTEE’S OWN
TAX ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT AND THAT HE OR SHE IS RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR












 







REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS. GRANTEE UNDERSTANDS AND AGREES THAT HE OR SHE (AND NOT THE
COMPANY) SHALL BE RESPONSIBLE FOR ANY TAX LIABILITY THAT MAY ARISE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT.



     9. Additional Securities. Any securities or cash received (other than a regular cash
dividend) as the result of ownership of the Restricted Shares (the “Additional Securities”),
including, but not by way of limitation, warrants, options and securities received as a stock
dividend or stock split, or as a result of a recapitalization or reorganization or other similar
change in the Company’s capital structure, shall be retained in escrow in the same manner and
subject to the same conditions and restrictions as the Restricted Shares with respect to which they
were issued, including, without limitation, the Vesting Schedule set forth in the Notice. The
Grantee shall be entitled to direct the Company to exercise any warrant or option received as
Additional Securities upon supplying the funds necessary to do so, in which event the securities so
purchased shall constitute Additional Securities, but the Grantee may not direct the Company to
sell any such warrant or option. If Additional Securities consist of a convertible security, the
Grantee may exercise any conversion right, and any securities so acquired shall constitute
Additional Securities. In the event of any change in certificates evidencing the Shares or the
Additional Securities by reason of any recapitalization, reorganization or other transaction that
results in the creation of Additional Securities, the escrow holder is authorized to deliver to the
issuer the certificates evidencing the Shares or the Additional Securities in exchange for the
certificates of the replacement securities.



     10. Stop-Transfer Notices. In order to ensure compliance with the restrictions on
transfer set forth in this Agreement, the Notice or the Plan, the Company may issue appropriate
“stop transfer” instructions to its transfer agent, if any, and, if the Company transfers its own
securities, it may make appropriate notations to the same effect in its own records.



     11. Refusal to Transfer. The Company shall not be required (i) to transfer on its
books any Shares that have been sold or otherwise transferred in violation of any of the provisions
of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay
dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.



     12. Limitation on Rights; No Right to Future Grants; Extraordinary Item. By entering
into this Agreement and accepting the Award, Grantee acknowledges that: (i) Grantee’s participation
in the Plan is voluntary; (ii) the value of the Award is an extraordinary item which is outside the
scope of any employment contract with Grantee; (iii) the Award is not part of normal or expected
compensation for any purpose, including without limitation for calculating any benefits, severance,
resignation, termination, redundancy, end of service payments, bonuses, long-service awards,
pension or retirement benefits or similar payments, and Grantee will not be entitled to
compensation or damages as a consequence of Grantee’s forfeiture of any unvested portion of the
Award as a result of Grantee’s termination of service with the Company for any reason; and (iv) in
the event that Grantee is not a direct employee of Company, the grant of the Award will not be
interpreted to form an employment relationship with the Company and the grant of the Award will not
be interpreted to form an employment contract with the Grantee’s
employer or the Company. The Company shall be under no obligation whatsoever to advise the












 







Grantee of the existence, maturity or termination of any of Grantee’s rights hereunder and Grantee shall be
responsible for familiarizing himself or herself with all matters contained herein and in the Plan
which may affect any of Grantee’s rights or privileges hereunder.



     13. Company Authority. Any question concerning the interpretation of this Agreement
or the Plan, any adjustments required to be made under the Plan, and any controversy that may arise
under the Plan or this Agreement shall be determined by the Company (including any person(s) to
whom the Company has delegated its authority) in its sole and absolute discretion. Such decision
by the Company shall be final and binding.



     14. Undertaking. Grantee hereby agrees to take whatever additional action and execute
whatever additional documents the Company may deem necessary or advisable in order to carry out or
effect one or more of the obligations or restrictions imposed on either the Grantee or the
Grantee’s interest pursuant to the express provisions of this Agreement.



     15. Entire Agreement: Governing Law. The Notice, the Plan and this Agreement
constitute the entire agreement of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements of the Company and the Grantee
with respect to the subject matter hereof, and may not be modified adversely to the Grantee’s
interest except by means of a writing signed by the Company and the Grantee. These agreements are
to be construed in accordance with and governed by the internal laws of the State of Delaware
without giving effect to any choice of law rule that would cause the application of the laws of any
jurisdiction other than the internal laws of the State of Delaware to the rights and duties of the
parties. Should any provision of the Notice or this Agreement be determined by a court of law to
be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall
remain enforceable.



     16. Successors and Assigns. The provisions of this Agreement will inure to the
benefit of, and be binding on, the Company and its successors and assigns and Grantee and Grantee’s
legal representatives, heirs, legatees, distributees, assigns and transferees by operation of law,
whether or not any such person will have become a party to this Agreement and agreed in writing to
join herein and be bound by the terms and conditions hereof.



     17. Securities Law Compliance. The Company is under no obligation to register for
resale the Shares, whether vested or unvested. The Company may impose such restrictions,
conditions or limitations as it determines appropriate as to the timing and manner of any resales
by the Grantee or other subsequent transfers by the Grantee of any Shares issued as a result of or
under this Award, including without limitation (i) restrictions under an insider trading policy,
(ii) restrictions that may be necessary in the absence of an effective registration statement under
the Securities Act of 1933, as amended, covering the Award and/or the Shares underlying the Award
and (iii) restrictions as to the use of a specified brokerage firm or other agent for such resales or
other transfers. Any sale of the Shares must also comply with other applicable laws and
regulations governing the sale of such shares.



     18. Information Confidential. As partial consideration for the granting of the Award,
the Grantee agrees that he or she will keep confidential all information and knowledge that the
Grantee has relating to the manner and amount of his or her participation in the Plan; provided,
however, that such information may be disclosed as required by law and may be given in












 







confidence
to the Grantee’s spouse, tax and financial advisors, or to a financial institution to the extent
that such information is necessary to secure a loan.



     19. Headings. The captions used in this Agreement are inserted for convenience and
shall not be deemed a part of this Agreement for construction or interpretation.



     20. Application of the Plan. The terms of this Agreement are governed by the terms of
the Plan, as it exists on the date of hereof and as the Plan is amended from time to time. In the
event of any conflict between the provisions of this Agreement and the provisions of the Plan, the
terms of the Plan shall control, except as expressly stated otherwise herein.



     21. Dispute Resolution. The provisions of this Section 21 shall be the exclusive means
of resolving disputes arising out of or relating to the Notice, the Plan and this Agreement. The
Company, the Grantee, and the Grantee’s assignees (the “parties”) shall attempt in good faith to
resolve any disputes arising out of or relating to the Notice, the Plan and this Agreement by
negotiation between individuals who have authority to settle the controversy. Negotiations shall
be commenced by either party by notice of a written statement of the party’s position and the name
and title of the individual who will represent the party. Within thirty (30) days of the written
notification, the parties shall meet at a mutually acceptable time and place, and thereafter as
often as they reasonably deem necessary, to resolve the dispute. If the dispute has not been
resolved by negotiation, the parties agree that any suit, action, or proceeding arising out of or
relating to the Notice, the Plan or this Agreement shall be brought in the United States District
Court for the Central District of California (or should such court lack jurisdiction to hear such
action, suit or proceeding, in a California state court in the County of Los Angeles) and that the
parties shall submit to the jurisdiction of such court. The parties irrevocably waive, to the
fullest extent permitted by law, any objection the party may have to the laying of venue for any
such suit, action or proceeding brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT
THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or more
provisions of this Section 21 shall for any reason be held invalid or unenforceable, it is the
specific intent of the parties that such provisions shall be modified to the minimum extent
necessary to make it or its application valid and enforceable.



     22. Notices. Any notice required or permitted hereunder shall be given in writing and
shall be deemed effectively given upon personal delivery or upon deposit in the United States mail
by certified mail (if the parties are within the United States) or upon deposit for delivery by an
internationally recognized express mail courier service (for international delivery of notice),
with postage and fees prepaid, addressed to the other party at its address as shown beneath its
signature in the Notice, or to such other address as such party may designate in writing from time
to time to the other party.













 





EXHIBIT A




CONSENT OF SPOUSE




     In consideration of the execution of the foregoing Restricted Stock Award
Agreement by Korn/Ferry International, the undersigned, the spouse of ______,
the Participant named therein, does hereby agree to be bound by all of the terms
and provisions thereof, the terms and conditions attached thereto, and those set
forth in the Plan.



	 	 	 
	 

	 	 
	Signature of Spouse

	 	Date
	 
	 	 
	 

	 	 
	Print Spouse’s Name
	 	 






[DECLARATION BELOW TO BE COMPLETED BY UNMARRIED INDIVIDUALS]





     I, _________________, the
undersigned, hereby declare that I am not
married as of the date hereof.



	 	 	 	 	 
	 	 	 
	Name:

	 	 	 	Date: