Form: 10-Q

Quarterly report pursuant to Section 13 or 15(d)

September 14, 2001


Published on September 14, 2001

Exhibit 10.1

June 30, 2001

Mr. Windle B. Priem
Vice Chairman
Korn/Ferry International
399 Park Avenue, 23/rd/ Floor
New York, New York 10022

Dear Win:

This is to confirm our understanding regarding your position and compensation
for the period through September 30, 2003.

Upon your relinquishing your position as President and Chief Executive Officer
on June 30, 2001, you shall have the title of Vice Chairman or other such senior
title as shall be mutually determined by you and the Chief Executive Officer
through the end of your term as a director which expires at the annual
shareholders meeting in September 2003. During your service as Vice Chairman you
shall not be required or expected to devote more than 75% of your business time
to your duties to the Company. You will report directly to the Chief Executive
Officer of the Company and your duties will include assisting with the
recruitment of professionals for the firm, representing the firm on public
relations matters, assisting with business development for CEO and other senior
level assignments, and, as requested by the CEO, advising the CEO based on your
25 years experience with the Company.

Compensation. Through September 2003, your base salary will be $450,000 per
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annum. All amounts will be paid in accordance with the Company's normal payroll
practices. You will continue to participate in the Company's cash incentive
award and stock option plans for fiscal year through September 30, 2003, with
cash bonus and option awards determined at the discretion of the Compensation

Mr. Windle B. Priem
Vice Chairman
Korn/Ferry International
399 Park Avenue, 23/rd/ Floor
New York, New York 10022

Benefits & Perquisites. Until September 30, 2003, you shall continue to
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participate in executive benefits plans, programs, perquisites and other
arrangements sponsored or maintained by the Company from time to time in
accordance with your participation in such arrangements today, including without
limitation, participation in the Executive Medical Plan at the benefit level you
currently participate and continued vesting in the Enhanced Wealth Accumulation
Plan (EWAP) and Senior Executive Incentive Plan (SEIP), and your continued
annual automobile parking fee in Boston. Additionally, through September 30,
2003 the Company shall provide you with office space and secretarial support
commensurate with your role. Also, the Company shall reimburse you for existing
club memberships to include the Oyster Harbor Club, Willowbend, and the Harvard
Club of Boston, plus normal business expenses and automobile allowance not less
than currently paid.

Termination. The Company will not terminate you without Cause, and you may
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terminate this agreement for Good Reason (each of which terms are defined on
Annex A). If your employment is terminated by the Company without Cause or by
Executive for Good Reason then the Company shall: (1) pay to you within 30 days
100% of your base salary plus 100% of the prior year's cash bonus; (2) all stock
options will vest and remain exercisable until September 30, 2006, unless they
expire before that date; (3) continued vesting in the EWAP and SEIP programs
through September 30, 2003; (4) you shall continue to participate at the same
level and for the term ending September 30, 2003 under "Benefits & Perquisites"
with respect to the Company's benefit plans, programs, perquisites, and other
arrangements in which you participated prior to your termination (or if such
continuation is not possible or practical, a lump sum payment comparable to the
Company's cost of continuing such participation); (5) upon expiration of this
letter of understanding on September 30, 2003, you will have up to 5 years or
September 30, 2008 to exercise all outstanding stock options unless they expire
before that date providing you do not enter into competition with the Company.


Mr. Windle B. Priem
Vice Chairman
Korn/Ferry International
399 Park Avenue, 23/rd/ Floor
New York, New York 10022

Prior Employment Agreement. This will also confirm that with the effectiveness
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of this leter agreement, your employment agreement dated as of May 1, 1999 is
superceded and terminated, except that your covenants regarding confidentiality
and solicitation of clients contained in Sections 8 and 9 of that agreement
shall continue as if set forth in full herein.

If this letter accurately sets forth our understanding regarding the terms of
your continuing employment, please sign a copy in the space below and return a
signed copy to me.


/s/ Paul C. Reilly
Paul C. Reilly, CEO

/s/ Charles D. Miller
Charles D. Miller
Chairman of the Compensation Committee

Acknowledged and Agreed:

/s/ Windle B. Priem
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Windle B. Priem


Annex A

For purposes of this letter, "Cause" means: (i) Executive is convicted of a
felony involving moral turpitude, or (ii) Executive engages in activities in
competition with the Company or solicits any employee to leave the employment of
the Company to work with any competitive enterprise, or (iii) Executive engages
in conduct that constitutes gross neglect or gross misconduct in carrying out
his duties under this agreement, unless the Executive believed in good faith
that such act or failure to act was in the best interests of the Company.

For purposes of this letter, "Good Reason" means, any if the following occur
without the Executive's prior written consent:

(a) the Company reduces Executive's duties or responsibilities or
assigns him duties which are materially inconsistent with his duties
as described in this letter; or

(b) the Company reduces Executive's then current Base Salary or
terminates or materially reduces any employee benefit or perquisite
enjoyed by him (other than in connection with an across-the-board
reduction applicable to all executive officers of the Company); or

(c) the Company fails to perform or breaches its obligations under any
other material provision of this agreement and does not correct such
failure or breach (if correctable) within 60 days following receipt
of notice thereof from Executive; or

(d) the Company fails to obtain the assumption in writing of its
obligation to perform this agreement by any successor to all or
substantially all of the assets of the Company within 15 days after
a merger, consolidation, sale or similar transaction.