FORM OF STANDARD EMPLOYMENT AGREEMENT
Published on September 4, 1998
(domestic version, which is
the same in all material
respects as the
KORN/FERRY EMPLOYMENT CONTRACT
AGREEMENT dated (INSERT HIRE DATE)______________________, by and
between KORN/FERRY INTERNATIONAL, a California corporation, (hereinafter called
the "Corporation") and (INSERT EXECUTIVE'S NAME)______________________,
(hereinafter called the "Executive").
In consideration of the mutual covenants contained herein, the
parties agree as follows:
FIRST: The Corporation agrees to employ the Executive and the
Executive agrees to serve the Corporation, and any subsidiary or affiliate of
the Corporation, in the capacity of Vice President, for the term of this
SECOND: The initial term of the Executive's employment under this
agreement shall be for the period commencing on, (INSERT HIRE DATE)_____________
and expiring on, (INSERT APRIL 30, AND WHATEVER IS THE CURRENT FISCAL YEAR, E.G.
APRIL 30, 1999)_____________(unless sooner terminated as provided in this
agreement) and thereafter Executive's employment hereunder shall automatically
continue year to year for further successive terms of one year each (each ending
on the next April 30th, each such year being referred to as an "extended year"),
unless at least thirty (30) days prior to the end of the initial term or the
then current extended year, as the case may be, either party does not wish the
employment of Executive under this agreement to be continued beyond the end of
the initial term or then current extended year, as the case may be, in
which event Executive's employment shall terminate at the end of such initial
term or then current extended year.
THIRD: (A) The Executive shall devote his full time and efforts to
the business and affairs of the Corporation, its subsidiaries and affiliates and
shall use his best efforts to promote the interests thereof. During the term of
this agreement, the Executive shall not engage in any other business or business
activity whether or not such business activity is pursued for gain, profit or
other pecuniary advantage; provided, however, that the Executive shall not be
prevented from investing his assets in such form or manner as will not require
any substantial amount of time or services on the part of the Executive in the
operation of the affairs of the enterprises in which such investments are made.
(B) The Executive agrees to hold such offices in the
Corporation and/or any subsidiary or affiliate of the Corporation to which, from
time to time, he may be elected or appointed, without additional compensation.
The Executive shall render such services to the Corporation and/or to any and
all subsidiaries and affiliates of the Corporation at such times and at such
places as shall from time to time be designated by the Board of Directors and/or
the President of the Corporation.
(C) It is contemplated that the Executive shall perform his
duties in such places as may be required. The Executive may be obliged, from
time to time, and for reasonable periods of time, to travel in the performance
of his duties. In such cases, the Corporation shall pay or reimburse the
Executive for all reasonable travel and other expenses incurred by him in
connection with the performance of his services under this agreement, upon
presentation of expense statements or vouchers and such other supporting
information as it may from time
to time request; provided, however, that the amount available for such travel
and other expenses may be fixed in advance by the President.
FOURTH: (A) The Corporation shall compensate the Executive for the
services to be rendered by the Executive hereunder, including all services, if
any, to be rendered as an officer and/or Director of the Corporation and/or any
subsidiary or affiliate of the Corporation. During the initial term of the
Executive's employment hereunder, such compensation shall be at the rate of
(SALARY) per annum; during an extended year of the Executive's employment
hereunder, such compensation shall be at the same rate per annum as was in
effect during the prior extended year (or during the initial term in the case of
the first such extended year). Corporation may, in its sole discretion, but
shall not be obligated to increase Executive's rate of compensation in the
course of Corporation's annual compensation review or otherwise by written
agreement with Executive. The applicable compensation for the initial term and
for each extended year (if any) shall be paid in equal (semi-) monthly
(B) The Executive shall, in addition to his salary, be
eligible to receive an annual bonus as may be approved by the Board of
Directors, less income tax withholding and other customary employee deductions.
In the event of termination of the Executive's employment under this Agreement,
he shall be entitled only to such payment of the bonus as was approved by or
pursuant to authority from the Board of Directors as of the date of termination.
(C) The Executive shall be eligible to participate in any
group insurance, deferred compensation or other plan or program adopted by the
Corporation for the benefit of its executive employees of similar stature of the
Executive in accordance with the provisions of the respective plan or plans.
(D) The Executive shall be entitled to twenty (20) days
annual vacation, exclusive of sick leave and holidays recognized by the
Corporation, which may be taken at such times as are consistent with good
FIFTH: (A) The Executive acknowledges that (i) he holds a senior
management position with the Corporation, (ii) in such capacity he is
responsible for carrying out procedures and methods by which the Corporation
develops and conducts its business, (iii) he has access to the Corporation's
clients, channels for developing clients and recruiting executives for
employment, and other confidential information of the Corporation, (iv) he has
direct substantial responsibility to maintain the Corporation's business
relationship with clients of the Corporation whose affairs he handles, (v) it
would be unfair to the Corporation if the Executive were to appropriate to
himself or others the benefits of the Corporation's many years of developing
such business relationships, especially when the Executive enjoys a relationship
with a client of the Corporation as a result of his being introduced to the
client's personnel as the representative of the Corporation, (vi) it would be
unfair to the Corporation if the Executive were to appropriate to himself or
others the benefits of the business, personnel and other confidential
information which the Corporation has developed in the conduct of its business
and (vii) it is therefore fair that reasonable restrictions should be placed on
certain activities of the Executive after his employment with the Corporation
(B) The Executive agrees during his term of employment,
except as necessary to carry on the business of the Corporation, and after the
expiration of his employment, that he shall not, directly or indirectly, use
or disclose to any person, firm or corporation, any candidate list, personal
histories or resumes, employment information, business information, customer
lists, business secrets, or any other information not generally known in the
industry concerning the business or policies of the Corporation, including, but
not limited to, the Corporation's list of clients or placement candidates.
(C) The Executive agrees that during the term of his
employment hereunder, and for the two year period immediately subsequent to the
expiration of his employment, he will not directly or indirectly (as owner,
principal, agent, partner, officer, employee, independent contractor,
consultant, stockholder or otherwise), (i) solicit or accept any executive
search or placement assignment from, or otherwise attempt to provide services
then provided by the Corporation to, any existing client of the Corporation or
its subsidiaries or affiliates or any person who has been a client of the
Corporation or its subsidiaries or affiliates during the proceeding two years,
(ii) solicit for employment or otherwise attempt to engage the services of any
employee of the Corporation or its subsidiaries or affiliates. The term "client"
as used in clause (C) (i) hereof shall mean only clients as to which the
Executive, at any time during the three years preceding his termination of
employment, contacted or engaged in activities on behalf of the Corporation.
(D) Nothing herein shall be deemed to prevent the Executive
after termination of his employment, from engaging in business competitive to
that of the Corporation provided the Executive does so without violating the
above provisions which, among other matters, prohibit the Executive's utilizing
the Corporation's confidential records, soliciting the
Corporation's employees and soliciting the Corporation's clients as defined in
clause (C) (i) hereof.
(E) The Executive recognizes and acknowledges that any breach
of the foregoing subparagraphs FIFTH (B) and (C) would result in immeasurable
and irreparable harm to the Corporation, and accordingly, agrees that in
addition to, and not in lieu of, all other remedies available to the Corporation
by reason of such breach, the Corporation shall be entitled to temporary and
permanent injunctive relief to prevent the occurrence or continuation thereof.
SIXTH: (A) The Executive's employment under this agreement shall
terminate upon the first to happen or occur of any of the following events or
(1) the death of the Executive;
(2) the permanent disability of the Executive; or
(3) the Corporation's election to terminate the employment of the
Executive upon notice to him if:
(a) the Executive shall by reason of illness, physical or mental
disability or other incapacity, fail to render the services
provided for by this agreement for a period of sixty (60)
consecutive days or for nonconsecutive periods aggregating more
than one hundred twenty (120) days within any six month period,
exclusive of Saturdays, Sundays, holidays or days on which the
Executive was on vacation provided, however, that the Corporation
shall have given the Executive such notice during his absence; or
(b) in the opinion of the Board of Directors of the Corporation,
or a committee thereof, the Executive has breached any statutory
or common law duty of loyalty to the Corporation, or has
neglected those duties in such a manner as to meet reasonable
standards of performance established by the Board of Directors or
a committee thereof.
(B) All compensation shall cease to accrue upon
termination of the Executive's employment.
(C) The Executive's employment hereunder may be terminated
with cause by the Corporation in the event the Executive shall commit any act of
fraud against the Corporation, or any criminal act. Any such act shall be deemed
to be a breach of this agreement by the Executive.
SEVENTH: In the event that the Executive is unable, for any reason to
perform the duties required of him under this agreement for a period of thirty
(30) consecutive days, the Corporation shall have the right at its option to
suspend payment of all forms of compensation provided for in paragraph FOURTH
hereof from and after the expiration of such thirty (30) day period. Any such
suspension shall not extend the term of employment hereunder nor shall the
Executive be entitled to retroactive compensation for the period of such
EIGHTH: All notices, requests, demands and other communications
provided for by this agreement shall be in writing and shall be deemed to have
been given at the time when mailed by any general or branch United States Post
Office, by first class postage prepaid, certified or registered
mail, return receipt requested, and addressed to the address of the respective
party stated below or to such changed address as such party may have fixed by
like notice similarly given:
To the Corporation: Korn/Ferry International
237 Park Avenue
New York, New York 10017
To the Executive: ___________________________
provided, however, that any notice of change of address shall be deemed to have
been given only upon receipt, or first attempted delivery by the post office.
NINTH: This agreement shall inure to the benefit of and be
binding upon the Corporation, its successors and assigns, and the Executive, his
heirs, executors, administrators and legal representatives, except that this
agreement shall terminate upon the death of the Executive.
TENTH: This agreement sets forth the entire agreement and
understanding between the parties as to the subject matter hereof and merges and
supersedes all prior discussions, agreements and understandings of any kind and
every nature between them.
ELEVENTH: This agreement shall not be changed, modified or amended
except by a writing signed by the parties hereto.
TWELFTH: This agreement shall be governed by the laws of the State
of New York.
THIRTEENTH: In the event that any provision of this agreement, or
the application of any provision hereof, is declared to be illegal, invalid or
otherwise unenforceable by a court of competent jurisdiction, the remainder of
this agreement shall not be affected except to the extent necessary to delete
such illegal, invalid or unenforceable provision, unless the provision held
invalid shall substantially impair the benefit of the remaining portion of this
FOURTEENTH: This agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, this agreement has been executed by the parties in New York
on the day and in the year first above written.
Peter L. Dunn