PHANTOM STOCK PLAN
Published on September 4, 1998
PHANTOM STOCK PLAN
The purpose of this KORN/FERRY INTERNATIONAL PHANTOM STOCK PLAN (the
"Plan") is to enable KORN/FERRY INTERNATIONAL (the "Parent Company") and its
subsidiary and affiliated companies (together the "Company") to provide long
term incentive compensation for key executives of the Company who have rendered
and continue to render valuable services to the Company, and who thereby make an
important contribution toward its continued growth and success. The Plan will
provide a means whereby such executives of the Company may be given an
opportunity to benefit from growth in the value of the Company.
Agreement. "Agreement" means the written agreement entered into between the
Company and the Participant to carry out the Plan with respect to such
Beneficiary. "Beneficiary" means the person or persons designated as such
in accordance with Article 5.
Board. "Board" means the Board of Directors of the Parent Company. The
Board shall have the right to delegate any of its duties and responsibilities
under the Plan by an instrument in writing, except for a termination of the Plan
pursuant to Section 6.2.
Book Value. "Book Value" means the per share price calculated by dividing
shareholders' equity by the total number of shares of Common Stock outstanding,
subject to adjustment pursuant to Section 3.3(b). The "Book Value" shall be the
per share book value calculated as of the close of the Parent Company's most
recent fiscal quarter. The "Book Value" shall be determined quarterly, as soon
as practicable after the necessary information is available, by the Parent
Company acting through its proper officers upon due authorization of the Board,
subject to adjustments made pursuant to Section 3.3(b). Adjustments to "Book
Value" will be made by the Board to eliminate increases which result from
reductions in the Company's deferred income tax liability account under
standards adopted by the Financial Accounting Standards Board.
Change of Control. "Change of Control" means a sale or other transfer of
all or substantially all of the voting stock or assets of the Parent Company,
other than to (A) shareholders of the Parent Company, (B) a pension,
profit-sharing, stock bonus or similar plan established for the benefit of
employees of the Company, or (C) an entity in which the former shareholders of
Parent Company hold 50% or more of the value of the outstanding stock.
Committee. "Committee" means the Administrative Committee which is
appointed to manage and administer the Plan pursuant to Section 4.1.
Compensation Committee. "Compensation Committee" means the
Compensation Committee which is an operating committee of management of the
Common Stock. "Common Stock" means the Parent Company's common
stock, $0.10 par value.
Company. "Company" means the Parent Company and includes, whenever
appropriate, its subsidiary and affiliated companies.
Market Value. "Market Value" of the Common Stock shall be determined
by the Board, whenever necessary under the provisions of the Plan, if the Common
Stock is neither listed nor admitted to trading on any stock exchange nor
actively traded in the over-the-counter market at the time. If the Common Stock
is not listed or admitted to trading on a stock exchange but is actively traded
over-the-counter at the time, the Market Value shall be the mean between the
highest reported bid price and the lowest reported asked price of the Common
Stock in the over-the-
counter market on the last business day prior to the relevant date, as reported
by any publication selected by the Committee which regularly reports the market
price of the Common Stock in such market. If the Common Stock is then listed or
admitted to trading on any stock exchange, the Market Value shall be the last
reported sales price on the last business day prior to the relevant date on the
principal stock exchange on which the Common Stock is then listed or admitted to
trading, as reported by any publication selected by the Committee which
regularly reports the market price of the Common Stock on such exchange, or, if
no sale takes place on such day on such principal stock exchange, then the
closing bid price of the Common Stock on such exchange on such day.
Maturity Date. "Maturity Date" for a Unit means the end of the fiscal
quarter of the Parent Company preceding or concurrent with (i) the Termination
of Service of a Participant or (ii) any earlier date on which (A) the
Participant exercises the right to resell the Unit to the Company upon a Change
of Control pursuant to Section 3.5 or (B) the Plan terminates pursuant to
Participant. "Participant" means an executive of the Company who has
been selected to participate in the Plan in accordance with Section 3.2.
Service. "Service" means continuous full-time or substantially full-time
service with the Company as an employee.
Termination of Service. "Termination of Service" means the Participant's
ceasing his Service with the Company for any reason whatsoever, whether
voluntarily or involuntarily, including by reason of death or disability, but
excluding absence due to approved leaves of absence pursuant to Section 3.8.
Unit. "Unit" means an interest under the Plan having the value described
in Section 3.3.
Year of Service. "Year of Service" means a complete year of continuous
full-time or substantially full-time Service with the Company. A "year" is a
period of 12 consecutive calendar months.
Grant Of Units
3.1 Total Number of Units. The total number of Units which may be granted
under the Plan shall be 1,500,000 Units. No more than 500,000 Units may be
granted to persons who are senior officers of the Company at the time of grant
of their Units. If any Units granted under the Plan are forfeited pursuant to
Section 3.4, that number of Units shall again be available for new grants by the
Compensation Committee under the Plan.
3.2 Participants and Allocation of Units. The Participants in the
Plan and the number of Units granted to each Participant shall be determined by
the Compensation Committee, or in the case of senior officers by the Board,
subject to the limitations in Section 3.1. An Agreement shall be entered into
between the Company and a Participant to reflect a grant of Units under the
Plan. If a Participant declines to purchase shares of Common Stock when they are
offered to him pursuant to the Parent Company's stock ownership guidelines, as
amended from time to time, no Units shall thereafter be granted to him under the
3.3 Value of Units.
(a) Each Unit will have a value equal to the Book Value per
share of Common Stock of the Parent Company as of the Maturity Date of the Unit,
less any unpaid portion of the purchase price for the Unit. However, following a
Change of Control the Market Value, instead of the Book Value, of a share of
Common Stock shall be used in determining the value of a Unit.
(b) It is anticipated that amounts payable to Participants under
the Plan will be charged on an accrual basis as compensation expense against the
Parent Company's net income and will thereby reduce Book Value. Accordingly, the
Book Value per share on the Maturity Date of any Unit will be measured after
deducting from Book Value any accrued compensation expense resulting from the
Plan through such Maturity Date, calculated in such consistent manner as the
Board may determine. The Board will also make appropriate adjustments to Book
Value to eliminate
increases which result from reductions in the Company's deferred income tax
liability account under standards adopted by the Financial Accounting Standards
Board. The Board may also make such other adjustments to Book Value as it deems
appropriate. The value of a Unit shall also be adjusted as provided in Section
(c) The Board, in its sole discretion, may credit a Unit with
the amount of any cash dividends and/or the value of any non-cash distributions
which are paid on a share of Common Stock between the grant date and the
Maturity Date of the Unit.
(d) The purchase price for the Unit shall be established by the
Compensation Committee and shall be paid at such time and in such manner as the
Compensation Committee may determine in its sole discretion, and these
provisions shall be contained in the Agreement(s) entered into with the
Participant with respect to his Units.
3.4 Vesting of Units. Unless otherwise provided in his Agreement, a
Participant's Units will vest at the rate of 20% per year for each complete Year
of Service after the effective date of grant specified in his Agreement. A
Participant's Units will also become 100% vested in the event of a Change of
All of a Participant's Units which are not vested will be
forfeited when the Participant has a Termination of Service or if the
Participant declines to purchase any shares of Common Stock which are offered to
him pursuant to the Parent Company's stock ownership guidelines, as amended from
time. A Participant shall have no further rights with respect to any unvested
Units which are forfeited.
3.5 Time and Manner of Payment for Units.
(a) Payment for a Participant's vested Units will normally be
made by the Company to the Participant within ninety (90) days after the
Participant has a Termination of Service, or such longer period as may be
required to obtain audited financial statements in order to determine the value
of Units at the end of a fiscal year. In the event of a Change of Control, the
Participant shall surrender all of his Units and receive payment for the Units
surrendered at the same time and upon the same terms which are applicable to
holders of shares of Common Stock.
(b) Payments for vested Units will normally be made in a single
lump sum payment. However, in the sole discretion of the Committee, payments may
be made in an initial cash payment of approximately sixteen and seven-tenths
percent (16.7%) of the purchase price with the balance payable in five (5)
equal, annual installments evidenced by a promissory note executed by the Parent
Company and naming the Participant, the Participant's legal representative or
the Participant's Beneficiary as the bearer. The note shall provide for five (5)
equal payments of principal plus interest (on the declining balance) made on the
anniversary of the date of note. The note shall bear interest on the declining
balance at a rate per annum equal to the rate of interest publicly announced by
Security Pacific National Bank as its prime lending rate for its U.S.
commercial loans, as in effect on the day the note is initially executed, but in
no event more than the maximum rate of interest allowed by applicable law. The
note shall be delivered to the bearer concurrently with the initial payment. The
Company, in its sole discretion, may accelerate payments to the Participant,
without premium or penalty.
(c) Notwithstanding subparagraph (b) above, payments shall be made in
accordance with Section 3.5(a) in the event of a Change of Control and with
Section 6.2 in the event of termination of this Plan.
3.6 Withholding Taxes. Whenever payment is to be made in satisfaction of
Units, the Company shall withhold from payments made hereunder an amount
sufficient to satisfy any federal, state and local withholding tax requirements.
3.7 Nonassignability of Units. A Unit may not be assigned by a
Participant either voluntarily or by operation of law and shall not be subject
to pledge, attachment, execution or similar process.
3.8 Approved Leave of Absence. If a Participant is absent from Service
by reason of a leave of absence for a specified period of time which is formally
approved in writing by the Committee, the provisions of this Section 3.8 shall
An approved leave of absence shall not constitute a Termination of
Service unless the Participant fails to return to
Service with the Company within thirty (30) days following the end of the
specified period of the approved leave of absence. However, the period of such
approved leave of absence shall be disregarded and shall not be counted for
purposes of determining Years of Service. Also, any increase in the Book Value
per share of Common Stock of the Parent Company during the period of the
approved leave of absence shall be subtracted in determining the value of the
Participant's Units pursuant to Section 3.3.
ADMINISTRATION OF THE PLAN
4.1 Administration of Plan. The Board shall appoint an Administrative
Committee consisting of three or more persons to administer the Plan and
interpret and apply its provisions in accordance with its terms, subject to
review by the Board. The interpretation and application by the Committee of any
provision of the Plan shall be final and conclusive, unless the Board determines
otherwise. A member of the Committee shall not vote or act upon any matter which
relates solely to such member as a Participant. In the absence of appointment of
an Administrative Committee, references herein to the Committee shall mean the
4.2 Adjustments Upon Changes in Capitalization. The Board shall determine
all adjustments to be made with respect to
the Units due to any changes in the capitalization of the Parent Company,
including any stock dividends or stock splits, or upon dissolution, liquidation,
reorganization, merger or consolidation of the Parent Company. In any such event
the Board shall make an equitable adjustment in the number and/or value of
Units, so that the value of a Participant's Units after adjustment will not be
impaired by the change in capitalization.
In the event of any dissolution or liquidation of the Parent Company
or any merger or combination in which the Parent Company is not a surviving
corporation, each outstanding Unit granted hereunder shall terminate, but the
holder thereof shall, unless the Board shall have provided substitute Units,
become 100% vested in his Units and have the right immediately prior to such
dissolution, liquidation, merger or combination to receive any cash payments
attributable to his Units to the extent not previously received. In the event of
any such dissolution, liquidation, merger or combination, the Board may, in its
discretion, cause new Units of any surviving corporation to any such
dissolution, liquidation, merger or combination to be issued in substitution for
outstanding Units, with such substitute Units to contain terms in the light of
such change which the Board deems to be equitable both to the Participants and
The Board's determination as to what adjustments shall be made, and
the extent thereof, shall be final, binding and conclusive.
4.3 Arbitration of Disputes. In the event of a dispute arising over
the interpretation or enforcement of any of the provisions of this Plan, or any
other controversy or claim arising out of or relating to the Plan, the Company
and Participant agree to submit such dispute to arbitration in accordance with
the Commercial Arbitration Rules of the American Arbitration Association. The
Company and Participant agree that the arbitration shall occur in Los Angeles,
California. The fees and expenses of any arbitration under this Agreement shall
be awarded by the arbitrator(s).
Each Participant shall have the right, at any time, to designate any person
or persons as Beneficiary or Beneficiaries to whom payment under this Plan
shall be made in the event of the Participant's death prior to complete
distribution to the Participant of all benefits due under this Plan. Each
Beneficiary designation shall become effective only when filed in writing with
the Committee during the Participant's lifetime on a form prescribed by the
The filing of a new Beneficiary designation form will cancel all
Beneficiary designations previously filed. Any finalized divorce or marriage
(other than a common law marriage) of a Participant subsequent to the date
filing of a
Beneficiary designation form shall revoke such designation, unless in the case
of divorce the previous spouse was not designated as Beneficiary and unless in
the case of marriage the Participant's new spouse has previously been designated
as Beneficiary. The spouse of a marriage Participant shall join in any
designation of a Beneficiary or Beneficiaries other than the spouse on a form
prescribed by the Committee.
If a Participant fails to designate a Beneficiary as provided above, or if
his Beneficiary designation is revoked by marriage, divorce, or otherwise
without execution of a new designation, or if all designated Beneficiaries
predecease the Participant or die prior to complete distribution of the
Participant's benefits, then the Committee shall direct the distribution of such
benefits to the Participant's estate.
AMENDMENT AND TERMINATION OF PLAN
6.1 Amendment of Plan. The Board may amend the Plan in whole or in part
at any time. However, any amendment must be prospective and may not deprive
Participants of any benefits or values of their Units, whether vested or
unvested, which have accrued prior to such amendment.
6.2 Termination of Plan. The Board may terminate the Plan at any time if,
in its judgement, the continuance of the Plan
would not be in the best interest of the Company. Upon any termination of the
Plan, each Participant shall forfeit his unvested Units and shall be entitled to
receive payment for the accrued value of his vested Units determined as of the
end of the fiscal quarter preceding or concurrent with the date of termination
of the Plan. Except as provided hereafter, upon termination of the Plan all
Units shall be cancelled and shall have no further rights other than to receive
payment for vested Units as provided in the preceding sentence. Such payment for
vested Units shall be made to each Participant upon his Termination of Service
at the time and in the manner provided in Section 3.5. However, the Board, in
its discretion, may determine to accelerate the time of payment for vested
Units. Notwithstanding any other provision of the Plan to the contrary, in the
event of a Change of Control within one (1) year following the termination of
the Plan, all Participants who remain in Service with the Company at the time of
the Change of Control shall become 100% vested in all Units which they held at
the time of termination of the Plan, and any such Units which were previously
forfeited shall be reinstated. Further, the accrued value of the vested Units
for such Participants shall be measured by the Market Value, rather than the
Book Value, of a share of Common Stock and shall be measured at the time of the
Change of Control rather than at the end of the fiscal quarter preceding or
concurrent with the date of termination of the Plan. Interest shall be credited
on the amount owed to the Participant for the period between termination of the
Plan and payment for his vested
Units at the rate of interest publicly announced by Security Pacific National
Bank as its prime lending rate for its U.S. commercial loans, as in effect from
time to time during this period. Interest shall be adjusted annually based on
the rate in effect on the first day of each calendar year.
7.1 Unsecured General Creditor. Participants and their Beneficiaries,
heirs, successors, and assigns shall have no legal or equitable rights,
interests or claims in any specific property or assets of the Company. No Common
Stock or other assets of the Company shall be held under any trust for the
benefit of Participants, their Beneficiaries, heirs, successors, or assigns, or
held in any way as collateral security for the fulfilling of the obligations of
the Company under this Plan. Any and all of the Company's assets shall be, and
remain, the general, unpledged, unrestricted assets of the Company. The
Company's obligation under the Plan shall be merely that of an unfunded and
unsecured promise of the Company to pay money in the future.
7.2 Obligations to Company. If a Participant becomes entitled to a
payment under the Plan, and if at such time the Participant has outstanding any
debt, obligation or other liability representing an amount owing to the Company,
Company may offset such amount owed to it against the amount of the payment
otherwise due to the Participant.
7.3 Nonassignability. Neither a Participant nor any other person
shall have any right to commute, sell, assign, transfer, pledge, anticipate,
mortgage or otherwise encumber, hypothecate or convey in advance of actual
receipt the amounts, if any, payable hereunder, or any part thereof, or any
interest therein, which are, and all rights to which are, expressly declared to
be unassignable and non-transferable. No part of the amounts payable shall,
prior to actual payment, be subject to seizure or sequestration for the payment
of any debts, judgments, alimony or separate maintenance owed by a Participant
or any other person, nor be transferable by operation of law in the event of a
Participant's or any other person's bankruptcy or insolvency.
7.4 Employment Not Guaranteed. Nothing contained in this Plan nor any
action taken hereunder shall be construed as a contract of employment or as
giving any Participant any right to be retained in Service with the Company.
7.5 No Rights as Shareholders. The Participants will have no rights
as shareholders and no rights to acquire stock of the Company. They will have no
right to vote for the election of directors of the Company or on other matters
submitted for shareholder approval, to receive dividends and other
distributions in respect of Common Stock, to inspect and make copies of the
books and records of the Company, or to enjoy the other rights and privileges of
shareholders of the Company. All amounts payable under the Plan will be paid
solely in cash, except as otherwise provided in the Plan.
7.6 Gender, Singular & Plural. All pronouns and any variations
thereof shall be deemed to refer to the masculine, feminine, or neuter, as the
identity of the person or persons may require. As the context may require, the
singular may be read as the plural and the plural as the singular.
7.7 Captions. The captions of the articles, sections and paragraphs
of this Plan are for convenience only and shall not control or affect the
meaning or construction of any of its provisions.
7.8 Validity. In the event any provision of this Plan is held
invalid, void or unenforceable, the same shall not affect, in any respect
whatsoever, the validity of any other provision of this Plan.
7.9 Notice. Any notice or filing required or permitted to be given to
the Committee under the Plan shall be sufficient if in writing and hand
delivered, or sent by registered or certified mail, to the principal office of
the Parent Company, directed to the attention of the President of the Parent
Such notice shall be deemed given as of the date of delivery or, if delivery is
made by mail, as of the date shown on the postmark on the receipt for
registration or certification.
7.10 Applicable Law. This Plan shall be governed and construed in
accordance with the laws of the State of California.
7.11 Benefit. The rights and obligations under this Plan shall inure to the
benefit of, and shall be binding upon, the Company, its successors and assigns,
and the Participant and his Beneficiaries.
IN WITNESS WHEREOF, the Parent Company has adopted this KORN/FERRY
INTERNATIONAL PHANTOM STOCK PLAN effective on May 1, 1998.
By /s/ Peter L. Dunn
Its V.P. Administration & Secretary