FORM OF SENIOR EXECUTIVE INCENTIVE PLAN

Exhibit 10.7
(domestic version, which
is the same as the
international version in
all material respects)




KORN/FERRY INTERNATIONAL

SENIOR EXECUTIVE INCENTIVE PLAN

FOR U.S. EXECUTIVES

KORN/FERRY

SENIOR EXECUTIVE INCENTIVE PLAN

FOR U.S. EXECUTIVES

The purpose of this KORN/FERRY SENIOR EXECUTIVE INCENTIVE PLAN FOR
U.S. EXECUTIVES (the "Plan") is to provide a further means whereby
KORN/FERRY INTERNATIONAL (the "Parent Company") and its subsidiary and
affiliated companies (together the "Company") may afford additional financial
security to a select group of senior Executives who have been selected to
participate in the Plan by the Parent Company's Board of Directors and who have
rendered and continue to render valuable service to the Company, constituting an
important contribution toward its continued growth and success. The Plan is
designed to provide additional future compensation to the selected Executives so
that they may be retained and their productive efforts encouraged.


I

DEFINITIONS AND CERTAIN PROVISIONS


1.1 "Agreement" means the written agreement (substantially in the
form attached to this Plan) entered into between the Company and the Executive
to carry out the Plan with respect to such Executive.

1.2 An "Executive" means any corporate Vice President or other
officer of the Company (or a subsidiary or affiliated

company) who is designated as an "Executive" by the Company and has been
selected to participate in the Plan by the Parent Company's Board of Directors
and enters into an Agreement.

1.3 "Service" means continuous full-time or substantially full-time
service with the Company as an employee.

1.4 A "year of service" means a complete year of continuous, full-
time service with the Company. A "year" is a period of 12 consecutive calendar
months.

1.5 A "Benefit Unit" means a unit enrolled in by an Executive
pursuant to Article II providing the benefits described in Article III.

1.6 "Normal Benefit Date" means the January 1st which is ten (10)
years after the commencement of deferrals by the Executive with respect to a
Benefit Unit.

1.7 "Termination of service" means the Executive's ceasing his
service with the Company for any reason whatsoever, whether voluntarily or
involuntarily, including by reason of death or disability.

1.8 "Disability" means a condition that totally and continuously
prevents the Executive, for at least six consecutive

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months, from engaging in an "occupation" for compensation or profit. During the
first 24 months of total disability, "occupation" means the Executive's
occupation at the time the disability began. After that period, "occupation"
means any occupation for which the Executive is or becomes reasonably fitted by
education, training or experience. Notwithstanding the foregoing, a disability
shall not exist for purposes of this Plan if the Executive fails to qualify for
disability benefits under the Social Security Act, unless the Committee
determines, in its sole discretion, that a disability exists.

1.9 "Committee" means the Administrative Committee appointed to
manage and administer the Plan pursuant to Section 4.1.

1.10 "Beneficiary" means the person or persons designated by an
Executive pursuant to Section 3.7.

1.11 "Moody's" means with respect to any Plan Year the Moody's Long
Term Corporate Bond Index-Monthly Average Corporates as published by Moody's
Investor's Service, Inc. (or any successor thereto) for the month of July before
the Plan Year in question, or, if such yield is no longer published, a
substantially similar average selected by the Committee. Whenever the Moody's
rate is applicable in crediting interest,

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interest shall be credited for each Plan Year using the separate Moody's rates
which are applicable for each Plan Year.

1.12 "Plan Year" means the calendar year.

1.13 References to an Executive's or Beneficiary's age are to his or
her chronological age.


II

ELIGIBILITY TO PARTICIPATE AND EXECUTIVE COMPENSATION REDUCTION


2.1 Eligibility to Participate. Eligibility to participate in this
--------------------------
Plan will be at the sole discretion of the Parent Company's Board of Directors.
The Board of Directors will select the Executives who are eligible to
participate in the Plan and determine the number of Benefit Units (or fraction
of a Benefit Unit) which each Executive is eligible to receive. In order to
participate in this Plan, an Executive must now be participating in or have
elected to participate in the Company's Executive Benefit and Wealth
Accumulation Plan, unless waived by the Committee in its sole discretion.

2.2 Executive's Compensation Reduction. Each Executive shall execute
--------------------------------
an Agreement with respect to his Benefit Unit(s) (and/or fraction of a Benefit
Unit) and irrevocably elect to reduce the amount of his compensation otherwise
earned and

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payable on or after the date on which his election is made, in the amounts and
with respect to the years specified in Paragraph 3 of the Agreement, in order to
participate in the Plan. An Executive may elect to accelerate his deferrals at
such times and in such manner as the Committee may permit in its sole
discretion, but may not increase his total deferrals. Any such acceleration
shall not result in any change in the benefits payable under the Plan. Any
election to accelerate deferrals shall be irrevocable and shall only reduce the
amount of compensation earned and payable on or after the date on which the
election is made.


III

BENEFITS


3.1 Incentive Benefit.
-----------------

(a) Payment Commencing on Normal Benefit Date. Subject to the
-----------------------------------------
Executive's continuation of service until his Normal Benefit Date, the Company
shall pay to the Executive in equal monthly installments commencing on his
Normal Benefit Date, as compensation earned for services rendered prior to such
date, one-twelfth of the amount per annum specified in Paragraph 4 of the
Agreement for fifteen years (the "Incentive Benefit").

(b) Deferred Payment of Incentive Benefit. With the consent of the
-------------------------------------
Committee, an Executive may elect to have his Incentive Benefit payments
commence on any January 1st subsequent

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to his Normal Benefit Date, but not later than his retirement or attainment of
age 65, whichever is later. Such election may be made at such time and in such
manner as the Committee may permit in its sole discretion. In such event the
Incentive Benefit payments (and continuation of Incentive Benefits) shall be
actuarially increased as determined by the Committee to reflect the later date
of commencement of the Incentive Benefit payments.

(c) Early Payment of Incentive Benefit. With the consent of the
----------------------------------
Committee, an Executive may elect to have his Incentive Benefit payments with
respect to a Benefit Unit commence prior to his Normal Benefit Date if he has
(1) retired from the Company after attaining age 65, (2) completed deferrals for
such Benefit Unit and (3) completed at least four years of service after
enrolling in such Benefit Unit. Such election may be made at such time and in
such manner as the Committee may permit in its sole discretion.

All payments of Incentive Benefits (and continuation of Incentive
Benefits) which commence prior to the Normal Benefit Date shall be reduced on
account of such early payment. Such payments shall be reduced by one-half of one
percent (0.50%) for each month between the date when such payments commence and
the Normal Benefit Date. However, the Committee may adjust this reduction
factor, in its sole discretion, at any time when the prime rate of interest
charged by Security Pacific National Bank (i.e., the lowest rate of

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interest charged to its most creditworthy commercial borrowers on unsecured
loans maturing in ninety (90) days or less) exceeds twelve percent (12%) per
annum.

3.2 Continuation of Incentive Benefit. If an Executive who is
---------------------------------
entitled to the Incentive Benefit dies after his Normal Benefit Date, his
Beneficiary shall be entitled to receive the remaining Incentive Benefit
payments, if any, that would have been paid to the Executive if the Executive
had survived until he received 180 monthly Incentive Benefit payments. In lieu
of such monthly payments, the Committee may determine, in its sole discretion,
to make an actuarially determined equivalent lump sum payment to the
Beneficiary.

3.3 Disability. If the Executive has a termination of service before
----------
his Normal Benefit Date due to a Disability (as defined in Section 1.8), the
Executive shall be entitled to receive the Incentive Benefit for the Benefit
Unit commencing on his Normal Benefit Date (or a reduced benefit commencing at
age 65 if he would have qualified for such benefit under Section 3.1(c)). At its
sole discretion, the Committee may commence such payments at an earlier date.
The Executive shall receive the Termination Benefit under Section 3.4 with
respect to any Benefit Unit for which he has not completed his deferrals.

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3.4 Termination Benefit. Except as provided in Sections 3.1, 3.3 and
-------------------
3.5, upon any termination of service of the Executive before his Normal Benefit
Date, the Company shall pay to the Executive, as compensation earned for
services rendered prior to his termination of service, a lump sum equal to the
amounts by which his compensation has been reduced pursuant to Paragraph 3 of
the Agreement, plus interest on the aforesaid amounts at the rate per annum
specified in the next paragraph compounded annually from the dates of making
such reductions in the compensation paid to the Executive (the "Termination
Benefit"). Such payment shall be made within sixty (60) days following
termination of service.

Interest shall be credited with respect to each Benefit Unit at a rate
per annum based on the Executive's number of years of participation in such
Benefit Unit at the time of his termination of service in accordance with the
following schedule:

Years of Participation
in Benefit Unit Interest Rate
---------------------- -------------
0 - 2 6%

3 - 5 8%

6 - 8 Moody's (but not less than
8% nor more than 12%)

9 - 10 Moody's + 2% (but not less
than 8% nor more than 12%)

The applicable interest rate based on the Executive's years of
participation in the Benefit Unit (i.e., 6%, 8%, Moody's (but not less than 8%
nor more than 12%), or Moody's + 2% (but

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not less than 8% nor more than 12%)) will apply on a retroactive basis for all
years of participation in the Benefit Unit. Whenever the Moody's rate is
applicable in crediting interest, interest shall be credited for each Plan Year
using the separate Moody's rates which are applicable for each Plan Year. The
Moody's rate which shall be used in crediting interest earned during any Plan
Year will be the Moody's rate for the month of July before the Plan Year in
question.

Notwithstanding any other provision of the Plan, upon any termination
of the Executive's participation in a Benefit Unit under the Plan while the
Executive continues in the service of the Company, the Executive shall
immediately cease to be eligible for any other benefits under the Plan with
respect to such Benefit Unit and shall only be entitled to receive his
Termination Benefit at the time of his termination of service with the Company.
In its sole discretion, the Committee may pay the Termination Benefit to the
Executive on an earlier date at any time subsequent to his termination of
participation in the Benefit Unit under the Plan.

3.5 Survivor's Benefit. If the Executive dies while in service with
------------------
the Company before his Normal Benefit Date, the Company shall pay to the
Executive's Beneficiary in equal monthly installments commencing on the first
day of the month after the Executive's death one-twelfth of the amount per annum
specified in Paragraph 5 of the Agreement for fifteen years (the

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"Survivor's Benefit"). At its sole discretion, the Committee may accelerate the
manner and time of payment of the Survivor's Benefit, which shall be actuarially
adjusted as determined by the Committee.

3.6 Emergency Benefit. In the event that the Committee, upon the
-----------------
written petition of the Executive, determines, in its sole discretion, that the
Executive has suffered an unforeseeable financial emergency, the Company shall
pay to the Executive, as soon as practicable following such determination, the
Termination Benefit to which the Executive would have been entitled pursuant to
Section 3.4 if he had a termination of service on the date of such determination
(the "Emergency Benefit"). For purposes of this Plan, an unforeseeable financial
emergency is an unexpected need for cash arising from an illness, casualty loss,
sudden financial reversal, or other such unforeseeable occurrence. Cash needs
arising from foreseeable events such as the purchase of a house or education
expenses for children shall not be considered to be the result of an
unforeseeable financial emergency. Upon payment of an Emergency Benefit with
respect to a Benefit Unit, the Executive shall immediately cease to be eligible
for any other benefits under the Plan with respect to such Benefit Unit.

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3.7 Recipients of Payments; Designation of Beneficiary. All payments
--------------------------------------------------
to be made by the Company under the Plan shall be made to the Executive during
his lifetime, provided that if the Executive dies prior to the completion of
such payments, then all subsequent payments under the Plan shall be made by the
Company to the Beneficiary or Beneficiaries determined in accordance with this
Section 3.7. The Executive may designate a Beneficiary or Beneficiaries by
filing a written notice of such designation with the Committee. The Executive
may from time to time change the designated Beneficiary or Beneficiaries without
the consent of such Beneficiary or Beneficiaries by filing a new designation in
writing with the Committee. The spouse of a married Executive shall join in any
designation of a Beneficiary or Beneficiaries other than the spouse. If no
designation shall be in effect at the time when any benefits payable under this
Plan shall become due, the Beneficiary shall be the spouse of the Executive, or
if no spouse is then living, the representatives of the Executive's estate.

3.8 Deferral of Payment. Except as provided herein, the Committee
-------------------
may, in its sole discretion, defer the payment of any benefit provided for by
Section 3.4 to a date other than those provided for in such Section, provided,
--------
however, that any such payment shall be made, in all events, no later than three
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(3) years following the date of payment otherwise provided for in

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such Section unless the Executive consents to a later payment. In the event that
a payment is deferred pursuant to this Section 3.8, the amount payable pursuant
to Section 3.4 shall be increased by an amount equal to interest on such amount
from the date otherwise payable to the date of payment, compounded annually, at
an annual rate equal to the prime rate of interest charged from time to time by
Security Pacific National Bank (i.e., the lowest rate of interest charged to its
most creditworthy commercial borrowers on unsecured loans maturing in ninety
(90) days or less) or twelve percent (12%) per annum, whichever is less. This
Section 3.8 shall not apply, and no payments shall be deferred hereunder, in the
event of termination of the Plan or termination of service within three (3)
years following a "Change of Control" of the Parent Company. For this purpose a
"Change of Control" shall mean (i) the sale or other transfer of 50% or more of
the voting stock of the Parent Company, (ii) a merger, consolidation, business
combination or other reorganization of the Company in which the former
shareholders of the Parent Company hold less than 50% of the value of the
outstanding stock of the surviving corporation, or (iii) the sale or other
transfer of all or substantially all of the assets of the Parent Company.

3.9 Election to Defer Payment. With the consent of the Committee,
-------------------------
the Executive may elect to defer payment of any

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benefits provided for by the Plan, with payments to be actuarially increased as
determined by the Committee.

3.10 Withholding; Employment Taxes. To the extent required by the law
-----------------------------
in effect at the time payments are made, the Company shall withhold any taxes
required to be withheld by the federal or any state or local government from
payments made hereunder.

3.11 Approved Leave of Absence. If an Executive 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, no deferrals shall be made by
the Executive during the approved leave of absence. If an Executive returns to
service with the Company within thirty (30) days following the end of the
specified period of the approved leave of absence, the Executive shall resume
making deferrals in the annual amounts which the Executive previously
elected until deferrals are completed for all Benefit Units.

During any approved leave of absence, interest shall continue to be
credited for purposes of computing any Termination Benefit payable pursuant to
Section 3.4, and the Executive shall continue to be eligible for the Survivor's
Benefit payable pursuant to Section 3.5. An approved leave of absence shall not
constitute a termination of service unless the Executive fails to return to
service with the Company within thirty (30) days

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following the end of the specified period of the approved leave of absence.
However, the period of such approved leave of absence shall not be counted as
years of participation in a Benefit Unit. Also, the Normal Benefit Date (as
defined in Section 1.6) shall be extended by any approved leave of absence and
shall be determined by disregarding any period of approved leave of absence in
calculating ten (10) years after commencement of deferrals with respect to a
Benefit Unit.


IV

CONDITIONS RELATED TO BENEFITS

4.1 Administration of Agreement. The Parent Company's Board of
---------------------------
Directors shall appoint an Administrative Committee consisting of three or more
persons to administer the Plan and to interpret and apply its provisions in
accordance with its terms. The Board of Directors shall select the Executives
who are eligible to participate in the Plan and determine the number of Benefit
Units (or fraction of a Benefit Unit) which each Executive is eligible to
receive. A member of the Committee shall not vote or act upon any matter which
relates solely to such member as an Executive. In the absence of the appointment
of an Administrative Committee, references herein to the Committee shall mean
the Board of Directors of the Parent Company.

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4.2 Rights on Termination of Service. Except as expressly provided
--------------------------------
in this Plan, the Company shall not be required or be liable to make any payment
under this Plan subsequent to the termination of service of the Executive.

4.3 No Right to Company Assets. Neither the Executive nor any other
--------------------------
person shall acquire by reason of the Plan or Agreement any right in or title to
any assets, funds or property of the Company whatsoever including, without
limiting the generality of the foregoing, any specific funds or assets which the
Company, in its sole discretion, may set aside in anticipation of a liability
hereunder, nor in or to any policy or policies of insurance on the life of the
Executive owned by the Company. No trust shall be created in connection with or
by the execution or adoption of this Plan or the Agreement, and any benefits
which become payable hereunder shall be paid from the general assets of the
Company. The Executive shall have only a contractual right to the amounts, if
any, payable hereunder unsecured by any asset of Company.

4.4 No Employment Rights. Nothing herein shall constitute a contract
--------------------
of continuing service or in any manner obligate the Company to continue the
services of the Executive, or obligate the Executive to continue in the service
of the Company, and nothing herein shall be construed as fixing or

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regulating the bonuses or other compensation payable to the Executive.

4.5 Company's Right to Terminate. The Company reserves the sole right
----------------------------
to terminate the Plan and/or the Agreement pertaining to the Executive at any
time prior to the commencement of payment of his benefits. In the event of any
such termination, the Executive shall be entitled to the amount specified in
Section 3.4 of this Plan at the time of termination of the Plan and/or his
Agreement.

4.6 Protective Provisions. The Executive will cooperate with the
---------------------
Company by furnishing any and all information requested by the Company, in order
to facilitate the payment of benefits hereunder, taking such physical
examinations as the Company may deem necessary and taking such other actions as
may be requested by the Company. If the Executive refuses to cooperate, the
Company shall have no further obligation to the Executive under the Plan or his
Agreement. In the event of the Executive's suicide during the first two years of
his Agreement or if the Executive makes any material misstatement of information
or non-disclosure of medical history, then no benefits will be payable to the
Executive under the Plan or his Agreement, or in the Company's sole discretion,
benefits may be payable in a reduced amount.

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4.7 Offset. If at the time payments or installments of payments are
------
to be made hereunder the Executive or the Beneficiary or both are indebted or
obligated to the Company, then the payments remaining to be made to the
Executive or the Beneficiary or both may, at the discretion of the Company, be
reduced by the amount of such indebtedness or obligation, provided, however,
that an election by the Company not to reduce any such payment or payments shall
not constitute a waiver of its claim for such indebtedness or obligation.

4.8 Arbitration. Any controversy or claim arising out of or relating
-----------
to this Plan or the Agreement, or the breach thereof, shall be settled by
arbitration in accordance with the Commercial Arbitration Rules of the American
Arbitration Association, and judgment upon the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof. The
arbitration shall occur in Los Angeles, California. The fees and expenses of any
arbitration shall be awarded by the arbitrator(s).


V

MISCELLANEOUS

5.1 Nonassignability. Neither the Executive nor any other person
----------------
shall have any right to commute, sell, assign, pledge, anticipate, mortgage or
otherwise encumber, transfer,

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hypothecate or convey in advance of actual receipt the amounts, if any, payable
hereunder, or any part thereof, 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 the Executive or any other person, or be transferable by
operation of law in the event of the Executive's or any other person's
bankruptcy or insolvency.

5.2 Gender and Number. Wherever appropriate herein, the masculine
-----------------
may mean the feminine and the singular may mean the plural or vice versa.

5.3 Notice. Any notice required or permitted to be given under the
------
Plan shall be sufficient if in writing and hand delivered, or sent by registered
or certified mail, and if given to the Company, delivered to the principal
office of the Company, directed to the attention of the President of the
Company. 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 or the receipt
for registration or certification.

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IN WITNESS WHEREOF, the Company has adopted this KORN/FERRY SENIOR
EXECUTIVE INCENTIVE PLAN FOR U.S. EXECUTIVES effective on January 1,
1987.

KORN/FERRY INTERNATIONAL



By /s/ Norman A. Glick
----------------------------
Its



By /s/ Peter L. Dunn
----------------------------
Its


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AMENDMENT TO

KORN/FERRY SENIOR EXECUTIVE INCENTIVE PLAN

FOR U.S. EXECUTIVES


This Amendment to the KORN/FERRY SENIOR EXECUTIVE INCENTIVE PLAN FOR U.S.
EXECUTIVES (the "Plan") shall be effective as of January 1, 1987.


I. Section 3.11 of the Plan is hereby amended to read as follows:


"3.11 Approved Leave of Absence. If an Executive 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, no deferrals shall be made by the
Executive during the approved leave of absence. If an Executive returns to
service with the Company within thirty (30) days following the end of the
specified period of the approved leave of absence, the Executive shall resume
making deferrals in the annual amounts which the Executive previously elected
until deferrals are completed for all Benefit Units.

During any approved leave of absence, interest shall continue to be
credited for purposes of computing any Termination Benefit payable pursuant to
Section 3.4, and the Executive shall continue to be eligible for the Survivor's
Benefit payable pursuant to Section 3.5. An approved leave of absence shall not
constitute a termination of service or break in continuous service unless the
Executive fails to return to service with the

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Company within thirty (30) days following the end of the specified period of the
approved leave of absence.

The period of such approved leave of absence shall normally not be counted
as years of participation in a Benefit Unit; however, the Committee, in its sole
discretion, may determine to count such period as years of participation in a
Benefit Unit, provided all deferrals with respect to the Benefit Unit have been
completed prior to commencement of the approved leave of absence. Also, the
Normal Benefit Date (as defined in Section 1.6) shall be extended by any
approved leave of absence and shall be determined by disregarding any period of
approved leave of absence in calculation ten (10) years after commencement of
deferrals with respect to a Benefit Unit, unless otherwise determined by the
Committee in its sole discretion."

IN WITNESS WHEREOF, the Company has adopted this AMENDMENT TO KORN/FERRY
SENIOR EXECUTIVE INCENTIVE PLAN FOR U.S. EXECUTIVES by authority of its Board of
Directors on July 14 , 1987.
----------------


KORN/FERRY INTERNATIONAL

By /s/ Richard M. Ferry
----------------------------
Its President
---------------------------

ATTEST

/s/ Peter L. Dunn
- -------------------------
Asst Secretary

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