EXHIBIT (d)(4)
KORN/FERRY INTERNATIONAL
PERFORMANCE AWARD PLAN
REPLACEMENT STOCK APPRECIATION RIGHT
AWARD AGREEMENT FOR NON-U.S. EMPLOYEES
THIS STOCK APPRECIATION RIGHT AWARD AGREEMENT by and between KORN/FERRY
INTERNATIONAL, a Delaware corporation (the "Company"), and
__________________________ (the "Participant") (the "Award Agreement") evidences
the grant by the Company to the Participant of the number of stock appreciation
rights (the "SARs") set forth below.
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Number of SARs: ____________________
Base Price per SAR:* $_____
Award Date: [September 27, 2002]
Expiration Date:** [ ]
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The Participant's SAR Award granted under this agreement will vest
according to the schedule set forth below (the "Vesting Schedule").
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DATE EXTENT OF VESTING
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[March 27, 2003]
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[September 27, 2003]
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[September 27, 2004]
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The SARs are granted to you under the Korn/Ferry International Performance
Award Plan (the "Plan") and are subject to the Terms and Conditions of SAR Award
attached to this Award Agreement (incorporated herein by this reference) and in
the Plan. The SARs have been granted to the Participant in addition to, and not
in lieu of, any other form of compensation otherwise payable or to be paid to
the Participant. Capitalized terms are defined in the Plan if not defined
herein. The parties agree to the terms of the SARs set forth herein, and the
Participant acknowledges receipt of the Plan and the Prospectus addressing SAR
Awards.
"PARTICIPANT" KORN/FERRY INTERNATIONAL
_________________________________ a Delaware corporation
Signature
_________________________________
Print Name By: ________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
_________________________________
Address Title: Executive Vice President
_________________________________
City, State, Zip Code
____________________
* Subject to adjustment under Section 6.2 of the Plan.
** Subject to early termination if the Participant's employment terminates or
in certain circumstances. See Section 1.6, 6.2 and 6.3 of the Plan for
exceptions and additional details regarding possible early termination of the
SAR Award.
(1) Subject to adjustment under Section 6.2 of the Plan.
(2) Subject to early termination if the Participant's employment terminates or
in certain other circumstances. See Section 1.6, 6.2 and 6.3 of the Plan for
exceptions and additional details regarding possible early termination of the
Option.
TERMS AND CONDITIONS OF SAR AWARD
1. Vesting; Limits on Exercise.
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A SAR will vest and become exercisable according to the Vesting Schedule
set forth in the Award Agreement. No SAR will be exercisable in any respect
prior to the first anniversary of the Award Date, unless the Committee provides
otherwise.
. Exercisability. A SAR is only exercisable to the extent to which it is
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vested. The Participant has the right to exercise vested SARs to the
extent not previously exercised, and such right shall continue until
the expiration or earlier termination of the SAR.
. Minimum Exercise. No fewer than 100 SARs may be exercised at any one
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time, unless the number exercised is the total number at the time
exercisable.
. Conditions on Exercise. The exercisability of the SARs is subject to
----------------------
the conditions set forth in Section 3.3 of the Plan.
2. Continuance of Employment Required; No Employment Commitment.
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The vesting schedule requires continued service through each applicable
vesting date as a condition to the vesting of the SARs and the rights and
benefits under this Award Agreement. Partial service, even if substantial,
during any vesting period will not entitle the Participant to any proportionate
vesting or avoid or mitigate a termination of rights and benefits upon or
following a termination of employment or services as provided in Section 5 below
or under the Plan.
Nothing contained in this Award Agreement or the Plan constitutes an
employment commitment by the Company, affects the Participant's status (subject
to the terms of any written employment agreement between the Participant and the
Company or a Subsidiary) as an employee at will who is subject to termination
without cause, confers upon the Participant any right to remain employed by the
Company or any Subsidiary, interferes in any way with the right of the Company
or any Subsidiary at any time to terminate such employment, or affects the right
of the Company or any Subsidiary to increase or decrease the Participant's other
compensation.
The Participant waives all and any rights to compensation or damages in
consequence of the termination of employment or office with the Company or any
subsidiary for any reason insofar as those rights may arise from the
participant's ceasing to have rights under or be entitled to exercise the SARs
awarded under the Plan as a result of such termination or from the loss of
diminution in value of such rights or entitlements.
3. Method of Exercise of SARs.
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SARs shall be exercisable by delivery to the Company of an executed Notice
of Exercise in substantially the form attached hereto as Exhibit A or such other
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form as from time to time
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may be required by the Committee (the "Exercise Agreement"), stating the number
of SARs to be exercised.
The completed and signed Notice of Exercise must be delivered by mail or
courier service to the Department of Legal Services, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and also by facsimile on the date of exercise
to 01 310 553 8640, Attention: Department of Legal Services.
4. Payment.
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Upon exercise of a SAR and the surrender of that portion of the SAR
exercised, the Participant will be entitled to receive payment of an amount
determined by multiplying:
(a) the difference obtained by subtracting the Base Price per SAR set
forth in the Award Agreement from the Fair Market Value (as defined in
the Plan) of a share of Common Stock on the date of exercise of the
SAR, by
(b) the number of shares with respect to which the SAR has been exercised.
The above payment to the Participant is subject to those conditions to the
Company's obligations set forth in Section 6.5 of the Plan.
The Committee will determine in its sole discretion whether payment of the
amount determined under this paragraph will be paid in cash or in shares of
Common Stock. If payment is to be made in cash, such payment will be made in USD
currency. If the Committee elects to pay all or a portion of a SAR in Common
Stock, the number of shares to be delivered to the Participant following such
exercise shall equal the USD amount of the payment, as calculated above, divided
by the Fair Market Value of a share of Common Stock on the date of exercise of
the SAR. In no event will fractional shares be issued in respect of payment of a
SAR. The Committee may also permit the Participant to elect to receive cash or
shares (or a combination thereof) upon exercise, subject to any further
conditions that the Committee may impose.
5. Effect of Termination of Employment or Death.
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(a) Termination Generally. If the Participant's employment by either the
Company or any Subsidiary terminates for any reason (other than death or Total
Disability), the SARs and all other rights and benefits under this Award
Agreement terminate except that the Participant may exercise the Award to the
extent the Award was exercisable on the Severance Date and has not otherwise
expired for a period of 3 months following the Severance Date.
(b) Termination upon death or Total Disability. If the Participant's
employment by either the Company or any Subsidiary terminates as a result of the
death or Total Disability of the Participant, all SARs granted will accelerate
and become fully vested. The Participant, or the Participant's personal
representative or beneficiary, may exercise the SAR, so long as it does not
otherwise expire, for a period of 12 months following the Severance Date.
6. Early Termination of SARs.
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The SARs, to the extent not previously exercised, and all other rights
under this Award Agreement, whether vested and exercisable or not, shall
terminate and become null and void prior to the expiration date upon the first
to occur of:
3
.. following the Participant's termination of employment or services as set
forth in Section 6.3 of the Plan, or
.. the termination of the SARs pursuant to Section 6.2.3 of the Plan.
7. Non-Transferability.
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Subject to limited exceptions set forth in Section 1.9.3 of the Plan, the
SARs and any other rights of the Participant under this Award Agreement or the
Plan are nontransferable and exercisable only by the Participant, except as may
be later expressly authorized by the Committee under Section 1.9.2 of the Plan.
8. Notices.
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Any notice to be given under the terms of this Award Agreement or the
Exercise Agreement shall be in writing and addressed to the Company at its
principal executive office to the Department of Legal Services, Attention:
Director of Legal Services, and to the Participant at the address given beneath
the Participant's signature hereto, or at such other address as either party may
hereafter designate in writing to the other. Any such notice shall be deemed to
have been duly given when enclosed in a properly sealed envelope addressed as
aforesaid, sent by registered or certified mail or by courier service, and
deposited (postage and registry or certification fee prepaid) in a post office
or branch post office regularly maintained by the proper authorities.
9. Plan.
----
The SARs and all rights of the Participant under this Award Agreement are
subject to, and the Participant agrees to be bound by, all of the terms and
conditions of the Plan, incorporated herein by this reference. In the event of a
conflict or inconsistency between the terms and conditions of this Award
Agreement and of the Plan, the terms and conditions of the Plan shall govern.
The Participant acknowledges receipt of a copy of the Plan and agrees to be
bound by the terms thereof. The Participant acknowledges reading and
understanding the Plan. Unless otherwise expressly provided in other sections of
this Award Agreement, provisions of the Plan that confer discretionary authority
on the Board or the Committee do not and shall not be deemed to create any
rights in the Participant unless such rights are expressly set forth herein or
are otherwise in the sole discretion of the Board or the Committee so conferred
by appropriate action of the Board or the Committee under the Plan after the
date hereof.
10. Entire Agreement.
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This Award Agreement (together with the form of Exercise Agreement attached
hereto) and the Plan together constitute the entire agreement and supersede all
prior understandings and agreements, written or oral, of the parties hereto with
respect to the subject matter hereof. The Plan, this Award Agreement and the
Exercise Agreement may be amended pursuant to Section 6.6 of the Plan. Such
amendment must be in writing and signed by the Corporation. The Corporation
may, however, unilaterally waive any provision hereof or of the Exercise
Agreement in writing to the extent such waiver does not adversely affect the
interests of the Participant hereunder, but no such waiver shall operate as or
be construed to be a subsequent waiver of the same provision or a waiver of any
other provision hereof.
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11. Governing Law; Limited Rights.
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11.1. California Law. This Award Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of California
without regard to conflict of law principles thereunder.
11.2. Limited Rights. In accordance with Section 6.7 of the Plan, the
participant has no rights or privileges as a shareholder of the Company with
respect to the SARs. The SARs confer no rights to continued employment or
service as set forth in Section 6.3 of the Plan.
(Remainder of Page Intentionally Left Blank)
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ANNEX A
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KORN/FERRY INTERNATIONAL
PERFORMANCE AWARD PLAN
STOCK APPRECIATION RIGHTS PLAN
NOTICE OF EXERCISE
The undersigned (the "Purchaser") hereby irrevocably elects to exercise
his/her right, evidenced by that certain SAR Agreement dated as of
___________________ (the "Award Agreement") under the Korn/Ferry International
Performance Award Plan (the "Plan"), to exercise __________________ SARs (as
such term is defined in the Award Agreement).
Such exercise is effective on this date of __________________________.
The Purchaser acknowledges that all of his/her rights are subject to, and
the Purchaser agrees to be bound by, all of the terms and conditions of the Plan
and the Award Agreement, both of which are incorporated herein by this
reference. If a conflict or inconsistency between the terms and conditions of
this Exercise Agreement and of the Plan or the Award Agreement shall arise, the
terms and conditions of the Plan and/or the Award Agreement shall govern.
"PURCHASER"
____________________________
Signature
____________________________
Print Name
____________________________
Date
ACCEPTED BY:
KORN/FERRY INTERNATIONAL
By:_________________________
Name:_______________________
Title:______________________
(To be completed by the corporation after any applicable withholding
tax obligations have been verified.)
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