FORM OF NOTICE OF WITHDRAWAL
Published on February 25, 2002
EXHIBIT (a)(3)
KORN/FERRY INTERNATIONAL
Notice of Withdrawal
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If you previously elected to exchange existing options for replacement options
or stock appreciation rights pursuant to Korn/Ferry International's exchange
offer and you would like to withdraw in whole or in part your election to
exchange, you must complete and sign this Notice of Withdrawal and return 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
before 9:00 p.m., Eastern Time, on March 25, 2002, unless the offer is extended,
in which case you must return this notice before the extended expiration of the
offer. If you have questions regarding the withdrawal of your election, please
contact us at optionswap@kornferry.com.
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To Korn/Ferry International:
I previously received a copy of the Offer to Exchange, dated February 25,
2002, the accompanying cover letter and Summary of Terms and the Letter of
Transmittal. I signed and returned the Letter of Transmittal, thereby electing
to exchange options to purchase Korn/Ferry common stock or stock appreciation
rights I currently hold for replacement options or stock appreciation rights
being offered in the exchange. I now wish to withdraw my election to the extent
set forth below. I understand that by signing this Notice of Withdrawal and
delivering it according to the instruction above, I will be withdrawing my
election to the extent set forth below. I have read and understand all of the
terms and conditions of the offer.
By withdrawing my election to the extent set forth below, I understand that
I will not receive any replacement options or stock appreciation rights for, and
will continue to hold, the existing options or stock appreciation rights
withdrawn from the election, which will continue to be governed by the terms and
conditions of the Korn/Ferry International Performance Award Plan, as amended,
under which they were granted, and by the terms and conditions of the existing
stock option or stock appreciation right agreement(s) between Korn/Ferry and me.
I have completed and signed the following exactly as my name appears on the
original Letter of Transmittal.
I hereby withdraw my election to exchange existing options or stock
appreciation rights to the extent set forth below:
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
previously elected to exchange (or in the case of stock appreciation rights,
provide the total number of stock appreciation right shares you previously
elected to exchange).
Signature:_____________________________ Date:__________________
Print Name:_________________________
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