FORM OF LETTER OF TRANSMITTAL
Published on March 7, 2002
EXHIBIT (a)(2)
KORN/FERRY INTERNATIONAL
Letter of Transmittal
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PARTICIPATION INSTRUCTIONS:
1. COMPLETE THIS FORM, SIGN IT, AND DELIVER IT TO LOUISE TRAMMEL BY FAX AT
(310) 553-8640 OR BY HAND OR MAIL AT KORN/FERRY INTERNATIONAL, 1800 CENTURY
PARK EAST, SUITE 900, LOS ANGELES, CALIFORNIA 90067 AS SOON AS POSSIBLE,
BUT IN ANY EVENT, BEFORE 9:00 P.M., EASTERN TIME, ON MARCH 25, 2002.
2. ENSURE THAT YOU RECEIVE CONFIRMATION OF RECEIPT FROM LOUISE TRAMMEL WITHIN
3 BUSINESS DAYS. NOTE THAT EMPLOYEES WHO RETURN FORMS AFTER MARCH 22, 2002
MAY NOT RECEIVE TIMELY CONFIRMATION.
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Name of Optionee/SAR Holder: ____________________________
Country Where Employed: ____________________________
Social Security Number: _____-______-__________ (U.S. employees only)
I have received the email to employees, dated February 25, 2002, as well as the
cover letter and the offer to exchange, both dated February 25, 2002. I
understand that I may elect to exchange any eligible option or stock
appreciation right that was granted to me under the Korn/Ferry International
Performance Award Plan (the "plan"). I understand that if I am a holder of
stock appreciation rights any replacement stock appreciation rights granted to
me in this exchange will be on the same terms and conditions as the replacement
options described below. In return, Korn/Ferry will grant me a replacement
option to purchase the number of shares of common stock equal to the number of
shares of common stock, rounded to the nearest whole number, subject to the
existing option that is exchanged divided by the following swap ratio
corresponding to the applicable exercise price of the existing option that is
exchanged:
I acknowledge that replacement options will be granted under the plan and the
exercise price of the replacement options will be equal to the closing market
price of Korn/Ferry common stock reported on the New York Stock Exchange on the
replacement grant date.
I acknowledge that replacement options exchanged for vested options as of the
cancellation date will first vest on the date six months following the
replacement grant date assuming I am still employed by Korn/Ferry on such
vesting date. I acknowledge that replacement options exchanged for options that
have not yet vested as of the cancellation date will vest in two equal annual
installments on the first and second anniversary dates of the replacement grant
date assuming that I am still employed by Korn/Ferry on such vesting dates. I
acknowledge that the replacement options will be non-incentive or non-qualified
stock options. In addition, in most cases the replacement options will expire
on the eighth anniversary date of the replacement grant date. Section 8 of the
offer to exchange contains a description of the terms of the replacement options
that will be granted under the plan.
I acknowledge that upon the occurrence of any of the conditions set forth in
Section 6 of the offer to exchange, Korn/Ferry may terminate or amend the offer
and postpone its acceptance and cancellation of any options elected for
exchange.
I acknowledge that the replacement options will be subject to the terms and
conditions set forth in the plan and a replacement stock option agreement
between Korn/Ferry and me that will be forwarded to me after the grant of
replacement options for my signature and delivery to Korn/Ferry.
I hereby represent and warrant that I have full power and authority to elect to
exchange the options exchanged hereby and that, when and to the extent such
options are accepted for exchange by Korn/Ferry, such options will be free and
clear of all security interests, liens, restrictions, charges, encumbrances,
conditional sales agreements or other obligations relating to the sale or
transfer thereof, other than pursuant to the applicable option grant document,
and such options will not be subject to any adverse claims. Upon request, I
will execute and deliver any additional documents deemed by Korn/Ferry to be
necessary or desirable to complete the exchange of the options I am electing to
exchange hereby.
All authority herein conferred or agreed to be conferred shall not be affected
by, and shall survive, my death or incapacity, and all of my obligations
hereunder shall be binding upon my heirs, personal representatives, successors
and assigns.
By execution hereof, I acknowledge that the election to exchange options
pursuant to the procedure described in Section 3 of the offer to exchange and in
the instructions to this letter of transmittal will constitute my acceptance of
the terms and conditions of the offer. Korn/Ferry's acceptance for exchange of
options offered to be exchanged pursuant to the offer will constitute a binding
agreement between Korn/Ferry and me, upon the terms and subject to the
conditions of the offer to exchange.
I acknowledge that I expect no financial compensation from the exchange and
cancellation of my options. I also acknowledge that I must be an employee of
Korn/Ferry or one of its subsidiaries from the date when I elect to exchange
options through the date when the replacement options are granted and otherwise
be eligible under the plan on the date when the replacement options are granted
in order to receive replacement options. I further acknowledge that if I do not
remain such an employee, I will not receive any replacement options or any other
consideration for the options that I elect to exchange and that are accepted for
exchange pursuant to the offer. If I pass away, become disabled and am
terminated, quit with or without a good reason or am terminated with or without
cause before the date when the replacement options are granted, then I will not
receive anything for the options that I elect to exchange and that are accepted
for exchange pursuant to the offer to exchange. I acknowledge that I will not
receive any additional options or replacement options until a business day that
is at least six months and one day after the date when the replacement options
that I offer to exchange are accepted for exchange and canceled.
If I am an employee in the United Kingdom and am employed pursuant to the terms
of an offer letter or other agreement with Korn/Ferry, then I agree that the
terms of my offer letter or other agreement will be changed to the extent that I
participate in the offer to reflect the exchange of options for replacement
options.
The offer is not being made to (nor will offers to exchange options be accepted
from or on behalf of) option holders in any jurisdiction in which the making of
the offer or the acceptance of any election to exchange options would not be in
compliance with the laws of such jurisdiction.
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I have reviewed the Grant Detail Report that accompanied the offer to exchange
setting forth the options that have been granted to me and their principle
terms. I hereby give up my entire ownership interest in the options listed
below, and I understand that they will become null and void on the date
Korn/Ferry accepts my options for exchange. I acknowledge that this election is
entirely voluntary. I also acknowledge that this election will be irrevocable on
the date Korn/Ferry accepts my options for exchange.
Subject to, and effective upon, Korn/Ferry's acceptance for exchange of the
options elected to be exchanged herewith in accordance with the terms and
subject to the conditions of the offer to exchange (including, if the offer to
exchange is extended, delayed, terminated or amended, the terms and conditions
of any such extension, delay, termination or amendment), I hereby sell, assign
and transfer to, or upon the order of, Korn/Ferry all right, title and interest
in and to all of the options that I am electing to exchange hereby. I
acknowledge that Korn/Ferry has advised me to consult with my own advisors as to
the consequences of participating or not participating in the offer to exchange.
I agree that this letter of transmittal is an amendment to the stock option
agreement or agreements to which the options I am electing to exchange hereby
are subject.
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I hereby elect to exchange the following outstanding options or stock
appreciation rights, having an exercise or base price greater than $13.00.
(PLEASE LIST ONLY THOSE OPTIONS OR STOCK APPRECIATION RIGHT THAT YOU ELECT TO
EXCHANGE):
1. List each option or stock appreciation right on a separate line.
2. Provide the total number of option shares subject to the entire option in
this column (or in the case of stock appreciation rights, provide the total
number of stock appreciation right shares).
3. Provide the total number of option shares subject to the option that you
elect to exchange (or in the case of stock appreciation rights, provide the
total number of stock appreciation right shares you elect to exchange).
Signature: ____________________________ Date: ______________________
Print Name:___________________________
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LETTER OF TRANSMITTAL INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
NOTE: References to "options" in these instructions also pertain to stock
appreciation rights.
1. Delivery of Letter of Transmittal. A properly completed and duly executed
letter of transmittal (or a facsimile), and any other documents required by this
letter of transmittal, must be received by Korn/Ferry on or before the
expiration date, which is currently scheduled for 9:00 p.m., Eastern Time, on
March 25, 2002. Any letters of transmittal received after that time will not be
accepted.
The method by which you deliver this letter of transmittal is at your election
and risk, and the delivery will be deemed made only when actually received by
Korn/Ferry. If you elect to deliver your documents by mail, Korn/Ferry
recommends that you use registered mail with return receipt requested and that
you properly insure the documents. In all cases, you should allow sufficient
time to ensure timely delivery.
Elections to exchange made pursuant to the offer may be withdrawn at any time
prior to the expiration date. If the offer is extended by Korn/Ferry beyond
that time, you may withdraw your election at any time until the extended
expiration of the offer. To withdraw elections to exchange options, you must
deliver the accompanying notice of withdrawal, or a facsimile thereof, with the
required information to Korn/Ferry while you still have the right to withdraw
the election. Withdrawal may not be rescinded and any elections withdrawn will
thereafter be deemed not a proper election for purposes of the offer. To re-
elect to exchange options, you must again follow the procedures described above
and in Instruction 3.
Korn/Ferry will not accept any alternative, conditional or contingent offers to
exchange options. All employees electing to exchange options, by execution of
this letter of transmittal (or a facsimile of it), waive any right to receive
any notice of the acceptance of their election to exchange, except as provided
for in the offer to exchange.
2. Inadequate Space. If the space provided herein is inadequate, the
information requested by this letter of transmittal regarding the options to be
exchanged should be provided on a separate schedule attached hereto.
3. Election to Exchange. If you intend to elect to exchange options pursuant
to the offer, you must complete the letter of transmittal by providing the
following information for each option that you intend to exchange: grant date,
exercise price, the total number of option shares subject to the option and the
total number of option shares subject to the option that you are electing to
exchange.
4. Signatures on this Letter of Transmittal. If this letter of transmittal is
signed by the holder of the options, the signature must correspond with the name
as written on the face of the stock option agreement(s) to which the options are
subject without alteration, enlargement or any change whatsoever.
If this letter of transmittal is signed by a trustee, executor, administrator,
guardian, attorney-in-fact or another person acting in a fiduciary or
representative capacity, then such person's full title and proper evidence
satisfactory to Korn/Ferry of the authority of such person so to act must be
submitted with this letter of transmittal.
5. Requests for Assistance or Additional Copies. Any questions or requests for
assistance, as well as requests for additional copies of the offer to exchange
or this letter of transmittal, may be directed to optionswap@kornferry.com. Any
copies will be furnished promptly at Korn/Ferry's expense.
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6. Irregularities. All questions as to the number of option shares subject to
options to be accepted for exchange, and any questions as to form of documents
and the validity (including eligibility and time of receipt), form and
acceptance of any options elected to be exchanged will be determined by
Korn/Ferry in its sole discretion, which determinations shall be final and
binding on all interested persons. Korn/Ferry reserves the right to reject any
or all offers to exchange options that Korn/Ferry determines not to be in
appropriate form or the acceptance of which is unlawful. Korn/Ferry also
reserves the right to waive any of the conditions of the offer and any defect or
irregularity in any offer to exchange options with respect to any particular
options or any particular option holder, and Korn/Ferry's interpretation of the
terms of the offer (including these instructions) will be final and binding on
all parties. No offer to exchange options will be deemed to be properly made
until all defects and irregularities have been cured or waived. Unless waived,
any defects or irregularities in connection with offers to exchange options must
be cured within such time as Korn/Ferry shall determine. Neither Korn/Ferry nor
any other person is or will be obligated to give notice of any defects or
irregularities in the offer to exchange options, and no person will incur any
liability for failure to give any such notice.
7. Important Tax Information. You should refer to Section 13 of the offer to
exchange for important U.S. federal income tax information and Annex A to the
offer to exchange for important non-U.S. income tax information.
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