exv10w3






Exhibit 10.3



KORN/FERRY INTERNATIONAL 2008 STOCK INCENTIVE PLAN




STOCK OPTION AGREEMENT




     1. Vesting. The Option will not be vested as of the Grant Date and will be
forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. After the
Grant Date, subject to termination or acceleration as provided in this Agreement and the Plan,
the Option will become vested as described in this Agreement; subject to (i) the Vesting Schedule
set forth in the Notice and (ii) the Participant’s continued employment with the Company.



     2. Transfer Restrictions. The Participant may not sell, transfer, pledge, assign or
otherwise alienate or hypothecate the Option other than as provided in Section 14 of the Plan, and
the Option shall be exercisable only by the Participant during his or her lifetime.



     3. Nonqualified Stock Option. The Option is intended to be a nonqualified stock
option and is not intended to be treated as an option that complies with Section 422 of the Code.



     4. Term of Option and Termination of Employment. Unless the Option earlier expires
upon the Expiration Date set forth in the Notice, upon the termination of the Participant’s
employment with the Company the Participant’s right to exercise the Option shall be as follows:




     (a) Upon the Participant’s termination of employment as a result of death, all of the
Option shall be exercisable by the Participant’s estate, heir or beneficiary at any time
during the one (1) year period commencing on the date of death. Any portion of the Option
not exercised during the one (1) year period commencing on the date of death shall
terminate as of the end of such one (1) year period. If the Participant should die within
thirty (30) days of the Participant’s termination of employment with the Company, the
Option shall be exercisable by the Participant’s estate, heir or beneficiary at any time
during the one (1) year period commencing on the date of termination, but only to the
extent of the number of Shares as to which the Option was exercisable as of the date of
such termination. Any portion of the Option not exercised during the one (1) year period
commencing on the date of termination shall terminate as of the end of such one (1) year
period.




     (b) Upon the Participant’s termination of employment as a result of Disability, all of
the Option shall be exercisable during the one (1) year period commencing on the date of
termination. The portion of the Option not exercised during the one (1) year period
commencing on the date of termination shall terminate as of the end of such one (1) year
period.




     (c) Upon the Participant’s termination of employment for any reason other than those
stated above in Sections 4(a) and (b) or as described in Section 15 of the Plan, (i) to the
extent that the Option is not exercisable as of such termination date, such portion of the
Option shall remain unexercisable and shall terminate as of such date, and (ii) to the
extent that the Option is exercisable as of



 









 







such termination date, such portion of the Option shall expire on the earlier of (x) ninety (90) days
following such date and (y) the Expiration Date.



     5. Exercise. To exercise the Option (or any part thereof), the Participant must
deliver a “Notice of Exercise” to the Company specifying the number of whole shares of Common Stock
the Participant wishes to purchase and how the Participant’s shares of Common Stock should be
registered. The Company shall not be obligated to issue any shares of Common Stock until the
Participant has paid the total Exercise Price for that number of shares of Common Stock. The
Exercise Price may be paid in shares of Common Stock, cash or a combination thereof, as determined
by the Administrator.



     6. Tax Withholding. At the time the Participant’s Option is granted, or at any time
thereafter as requested by the Company, the Participant hereby authorizes, to the fullest extent
not prohibited by applicable law, withholding from payroll and any other amounts payable to the
Participant, 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 Option.



     7. Securities Law Compliance. The Participant understands that the Company is under
no obligation to register for resale the Shares subject to the Option. The Company may impose such
restrictions, conditions or limitations as it determines appropriate as to the timing and manner of
any resales by the Participant or other subsequent transfers by the Participant of any Shares that
may be purchased pursuant to the Option, 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 Option and/or the
Shares subject to the Option 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.



     8. Limitation on Rights; No Right to Future Grants; Extraordinary Item. By entering
into this Agreement and accepting the Option, the Participant acknowledges that: (i) the
Participant’s participation in the Plan is voluntary; (ii) the value of the Option is an
extraordinary item which is outside the scope of any employment contract with the Participant;
(iii) the Option 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 the Participant will not be entitled to compensation or damages as a consequence of the
Participant’s forfeiture of any unvested portion of the Option as a result of the Participant’s
termination of service with the Company for any reason; and (iv) in the event that the Participant
is not a direct employee of Company, the grant of the Option will not be interpreted to form an
employment relationship with the Company and the grant of the Option will not be interpreted to
form an employment contract with the Participant’s employer or the Company. The Company shall be
under no obligation whatsoever to advise the Participant of the existence, maturity or termination
of any of the Participant’s rights hereunder and the Participant shall be responsible for
familiarizing himself or herself with all matters contained herein and in the Plan which may affect
any of the Participant’s rights or privileges hereunder.



 









 





     9. Company Authority. Any question concerning the interpretation of this Agreement, the
Notice 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.



     10. Information Confidential. As partial consideration for the granting of the
Option, the Participant agrees that he or she will keep confidential all information and knowledge
that the Participant 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 Participant’s spouse, tax and financial advisors, or to a financial institution
to the extent that such information is necessary to secure a loan.



     11. 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.



     12. 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.



     13. 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 Participant with respect to
the subject matter hereof, and may not be modified adversely to the Participant’s interest except
by means of a writing signed by the Company and the Participant. 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.



     14. 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 the Participant and
the Participant’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.



     15. Undertaking. The Participant 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 Participant or the Participant’s interest pursuant to the express
provisions of this Agreement.



     16. 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 Stock Option Agreement by
Korn/Ferry International, the undersigned, the spouse of “name”, 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