EXHIBIT
10.1


 


May
12, 2009


Knut
Kjaer


Stjerneveien
11


0779
Oslo


Norway


 


Dear
Knut:


 


On behalf of RiskMetrics
Group (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 be
based in our offices in New York City.


 


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


 


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


 


Bonus:   Subject to meeting mutually agreed upon goals
and objectives, you will be eligible for an annual performance bonus.  Initially, your target performance bonus will
be 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 of
equity.  Performance bonuses are paid out
in the first quarter of each year, for work performed in the previous year. You
are eligible to make 20 percent more than 2x your annual base salary if you
exceed targets by 20 percent or more.


 


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


 


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


 


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


 


GCapm:  RMG acknowledges your involvement with GCapm,
a company that has developed concepts for asset management that may have
significant economic value.  While you
shall be permitted to continue to oversee your interest in GCapm, in doing so
you shall take all reasonable steps to avoid any conflict (or potential
conflict) of interest between the business of GCapm and that of RMG and its
clients.  In the event that you plan to
sell GCapm and/or its concepts/assets, you shall provide RMG with a preferential
right to review and consider the acquisition of GCapm or its concepts/assets.


 


Other Commitments:  While you are required to devote your full
business time and attention to RMG in the role of President, it is acknowledged
and agreed that you shall be permitted to continue with those of your current
commitments as outlined on Appendix 1 to this letter.  You agree to (a) disclose to the RMG
Board all amounts received by you with respect to your outside commitments; (b) take
all reasonable steps to avoid any conflict (or potential conflict) of interest
between your outside commitments and that of RMG and its clients and (c) not
take on any additional outside commitments without first receiving the prior
approval of RMG’s Board.


 


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


 

















 


Other


 


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


 


IMPORTANT:  You acknowledge that by accepting this
position you will not violate the terms of any agreement applicable to you, and
that you will not utilize or make available to us any confidential or
proprietary information of any third party or violate any obligation with
respect to such information.


 


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


 


Accordingly, nothing in
this offer letter should be construed as creating a contract on employment for
a specified term.


 


Government regulations
require us to make all offers of employment contingent upon your ability to
provide proof of your identity and legal certification to work in the United
States.  We will work with you to help
obtain this certification.


 


This letter agreement is
made and entered into in the State of New York, USA and shall in all respects
be interpreted, enforced, and governed under the laws of the State of New York.


 


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


 


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


 


 


	
  Sincerely,

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Ethan Berman, Chief
  Executive Officer

  	
   

  
	
   

  	
   

  
	
  RiskMetrics Group

  	
   

  



 


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


 


 


	
   

  	
  Accepted:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Knut Kjaer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  



 


 


Appendix 1 to Knut Kjaer
Letter


 

















 


Outside Commitments


 


1.  Member of the investment committee of the
Dutch pension fund ABP/APG. (5 – 6 meetings per year, one in New York, the
other 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, a
large vaccine fund managed by the World Bank (it is expected that you will
participate only in telephone meetings).


 


4.  Board member of Stromstangen, the personal
investment company to Kim Wahl (2 – 4 meetings annually when convenient for
you).


 


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


 

















 


SIGNATURES


 


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


 


	
   

  	
  RiskMetrics
  Group, Inc.

  
	
   

  	
   

  
	
   

  	
  /s/ M. ETHAN BERMAN

  
	
   

  	
  M. Ethan Berman

  
	
   

  	
  Chief
  Executive Officer