EMPLOYMENT AGREEMENT BETWEEN KORN/FERRY INTERNATIONAL AND MICHAEL DiGREGORIO

EXHIBIT 10.45

EMPLOYMENT AGREEMENT

BETWEEN

KORN/FERRY INTERNATIONAL

AND

MICHAEL DiGREGORIO

TABLE OF CONTENTS

TABLE OF CONTENTS
(continued)

EMPLOYMENT AGREEMENT

     This EMPLOYMENT AGREEMENT (this “ Agreement ”) is made and entered into as of April 30, 2009, by and between KORN/FERRY INTERNATIONAL, a Delaware corporation with its principal offices in Los Angeles, California (the “ Company ”), and MICHAEL DiGREGORIO, an individual (the “ Executive ”) and will, subject to Section 2, become effective on the Start Date.

     1.  Employment . Subject to Section 2, the Company agrees to employ Executive and Executive agrees to be employed by the Company upon the terms and conditions set forth in this Agreement.

     2.  At-Will Employment . Subject to the satisfactory completion (in the Company’s sole determination) of the Company’s background screening process of the Executive, Executive’s employment under this Agreement will begin on June 1, 2009 (the “Start Date”), unless otherwise mutually agreed by the Company and Executive; provided that in the event the background screening process of the Executive referred to above is not satisfactorily completed (in the Company’s sole determination), the Company may deliver written notice to the Executive of the Company’s termination of this Agreement, and upon the delivery of such written notice to Executive this Agreement shall terminate without liability to either party and will be of no force or effect. Subject to compliance with this Agreement, the Company may terminate Executive’s employment, with or without Cause (as defined in Section 6(i) of this Agreement), for any reason or no reason and with or without advance notice. Executive may terminate his employment at any time, for any or no reason, with or without Good Reason (as defined in Section 6(i) of this Agreement) upon thirty (30) days advance written notice to the Company.

     3.  Position, Duties and Responsibilities . Executive will serve as Executive Vice President and Chief Financial Officer with duties and responsibilities customary to such offices and shall report to the Company’s Chief Executive Officer (the “CEO”). At the request of the CEO, Executive will serve as an officer or director of the Company’s subsidiaries and other affiliates without additional compensation. Executive will devote substantially all of Executive’s business time and attention to the performance of Executive’s obligations, duties and responsibilities under this Agreement. Subject to Company policies applicable to senior executives generally, and with the specific approval of the Board, Executive may engage in personal, charitable, professional and investment activities, including serving on the board of directors of other companies or entities, to the extent such activities do not conflict or interfere with Executive’s obligations to, or Executive’s ability to perform the normal duties and functions of Executive pursuant to this Agreement.

     4.  Annual Compensation . In consideration of Executive’s services to the Company pursuant to this Agreement, Executive’s annual compensation shall be as follows:

          (a)  Base Salary . Executive shall be entitled to receive a base salary of $39,583.33 per month (his “ Base Salary ”) ($475,000 on an annualized basis) (such annualized amount, his “ Annual Base Salary ”), paid in accordance with the Company’s regular payroll practices. The CEO, acting in its discretion, may increase (but may not decrease) Executive’s

Base Salary at any time, unless the CEO concludes that an across-the-board reduction in compensation is required for all executive officers of the Company, in which case Executive’s compensation shall be ratably reduced, provided, however, that no such across-the-board reduction instituted within six (6) months of the Start Date shall be applicable to Executive.

          (b)  Annual Cash Incentive Award . Executive will participate in the Company’s annual cash incentive plan established for senior executives with an annual target cash award equal to 75% of Executive’s Annual Base Salary, with the ability to earn additional amounts up to a maximum cash award equal to 150% of Executive’s Annual Base Salary. Executive’s annual cash incentive award will be payable at such time as annual cash incentive awards are paid to executive officers generally, but not later than 120 days after the end of the fiscal year for which such award is earned. The annual performance targets for the cash award shall be set by the Board and/or the Compensation Committee of the Board (the “ Compensation Committee ”) prior to the commencement of each fiscal year of the Company.

               (1) For FY2010 (May 1, 2009 through April 30, 2010), Executive will receive a guaranteed cash incentive award of no less than $225,000. The guaranteed amount of $225,000 will be paid in twenty-four (24) equal semi-monthly installments, with each installment contingent upon Executive’s continued active and full-time employment in good standing as of each such installment date. Should Executive’s actual annual cash incentive award for FY2010 exceed the guaranteed amount of $225,000, the additional amount shall be paid as set forth in Section 4(b) above.

          (c)  Equity Incentive Program . Executive shall be awarded, subject to the approval of the Board, equity incentives with respect to shares of the Company’s common stock (“ Shares ”), which shall be granted under an equity compensation plan of the Company as may be in effect from time to time. Such annual equity incentives shall be awarded at the same time annual option grants are awarded to the Company’s other executive officers, beginning with grants attributable to performance for the firm’s 2010 fiscal year. The terms of any equity incentives granted shall be set by the Board or the Compensation Committee.

               (1) Executive shall receive a one-time stock option award subject to the discretion of and approval by the Board and /or Compensation Committee, with a target grant value of 75% of Executive’s base salary. Such grant will vest in four installments on the 1 ^st , 2 ^nd , 3 ^rd , and 4 ^th anniversary of the effective date of the grant, in each case subject to Executive’s continuous active full-time employment with the Company. The Stock Options award will be issued effective on the later of the start date or the date it is approved by the Board and /or Compensation Committee. Other terms of such grant shall be set by the Board and/or the Compensation Committee.

               (2) Executive shall be eligible to receive an award of performance shares (“ Performance Shares ”), with a target grant value of 37.5% of Executive’s Annual Base Salary (as determined by the Board and/or the Compensation Committee) which will be earned at the end of, and based on the Company’s performance during, a performance period of 3 years (the “ Performance Period ”). Other terms of such performance shares grant shall be set by the Board or the Compensation Committee.

               (3) Executive shall be eligible to receive an annual grant of restricted stock and/or stock options, subject to the discretion of and approval of the Board and/or the Compensation Committee, with a target grant value of 37.5% of Executive’s Annual Base Salary (as determined by the Board and/or the Compensation Committee). Such grant will vest in four installments on the 1 ^st , 2 ^nd , 3 ^rd , and 4 ^th anniversary of the effective date of the grant, in each case subject to Executive’s continuous employment with the Company. Other terms of such restricted stock grant shall be set by the Board and/or the Compensation Committee.

     5.  Employee Benefit Programs and Perquisites .

          (a)  General . Executive will be entitled to participate in such retirement or pension plans, group health, long term disability and group life insurance plans, and any other welfare and fringe benefit plans, arrangements, programs and perquisites sponsored or maintained by the Company from time to time for the benefit of its senior executives generally, including four weeks paid vacation and three weeks paid sick leave.

          (b)  Reimbursement of Business Expenses . Executive is authorized to incur reasonable expenses in accordance with the Company’s written policy in carrying out Executive’s duties and responsibilities under this Agreement. The Company will promptly reimburse Executive for all such expenses that are so incurred upon presentation of appropriate vouchers or receipts, subject to the Company’s expense reimbursement policies applicable to senior executive officers generally.

          (c)  Car Allowance . The Company shall pay to Executive a car allowance of $450 per month.

          (d)  Conditions of Employment . Executive’s place of employment will be at the Company’s corporate headquarters in Los Angeles, California, subject to the need for reasonable business travel. The conditions of Executive’s employment, including, without limitation, office space, office appointments, secretarial, administrative and other support, will be consistent with Executive’s status as Chief Financial Officer of the Company.

     6.  Termination of Employment .

          (a)  Death . If Executive’s employment with the Company terminates by reason of Executive’s death, then the Company will pay to Executive’s estate Executive’s “Accrued Compensation” (as defined in Section 6(i)) within the time period permitted by applicable law, and all outstanding stock options and other equity-type incentives held by Executive (but expressly excluding Performance Shares) and all of Executive’s benefits under the Executive Capital Accumulation Plan at the time of Executive’s death will become fully vested and shall remain exercisable until the earlier of (A) the date that is two (2) years after the date of Executive’s death or (B) its originally scheduled expiration date. Additionally, Executive’s estate shall be entitled to a pro rata portion of Executive’s target annual cash incentive award established for the fiscal year in which Executive’s employment terminates due to death (based on the proportion that the number of days of Executive’s actual service to the Company during such fiscal year bears to the number of days in such fiscal year). Executive’s estate shall also be entitled to receive the number of Performance Shares that would have been

earned if Executive had served the Company for the entire Performance Period and the Company’s performance during such period had been the target performance for the Performance Period. To the extent Executive’s covered dependent(s) continue to participate in the Company’s group health plan(s) after Executive’s death pursuant to COBRA, the Company will provide reimbursement of COBRA coverage premiums paid by Executive’s covered dependent(s) so that such covered dependent(s) enjoy coverage at the same benefit level and to the same extent and for the same effective contribution, if any, as participation is available to other executive officers of the Company, for as long as such coverage is available under COBRA.

          (b)  Disability . If the Company terminates Executive’s employment by reason of Executive’s Disability (as defined in Section 6(i)), then the Company will pay to Executive his Accrued Compensation within the time period permitted by applicable law and all outstanding stock options and other equity-type incentives (but expressly excluding Performance Shares) held by Executive and all of Executive’s benefits under the Executive Capital Accumulation Plan at Executive’s termination date will become fully vested and shall remain exercisable until (i) in the case of an option, incentive or benefit granted prior to the Start Date, until its originally scheduled expiration date; or (ii) in the case of an option, incentive or benefit granted after the Start Date, the date that is the earlier of (A) two (2) years after the date Executive’s employment terminates and (B) its original scheduled expiration date. Additionally, Executive shall be entitled to a pro rata portion of Executive’s target annual cash incentive award established for the fiscal year in which Executive’s employment terminates due to disability (based on the proportion that the number of days during such fiscal year prior to the date of termination bears to the number of days in such fiscal year). Executive shall also be entitled to receive the number of Performance Shares that would have been earned if Executive had served the Company for the entire Performance Period and the Company’s performance during such period had been the target performance for the Performance Period. To the extent Executive and/or Executive’s covered dependent(s) continue to participate in the Company’s group health plan(s) pursuant to COBRA after Executive’s termination of employment by reason of Disability, the Company will provide reimbursement of COBRA coverage premiums paid by Executive and Executive’s dependent(s) so that Executive and Executive’s covered dependent(s) enjoy coverage at the same benefit level and to the same extent and for the same effective contribution, if any, as participation is available to other executive officers of the Company, for as long as such coverage is available under COBRA.

          (c)  Termination by the Company for Cause or Voluntary Termination by Executive . If (i) the Company terminates Executive’s employment for Cause (as defined in Section 6(i)), or (ii) Executive voluntarily terminates Executive’s employment without Good Reason (as defined in Section 6(i)), then the Company shall pay to Executive Accrued Compensation through the date Executive’s employment terminates within the time period permitted by applicable law.

          (d)  Termination by the Company Without Cause or by Executive for Good Reason Prior to Change in Control or More Than 12 Months After a Change in Control . If Executive’s employment is terminated prior to a “Change in Control” (as defined in Schedule A), or more than 12 months after the date on which a Change in Control occurs, (i) by the Company without Cause and for a reason other than Executive’s Death or Disability, or (ii) by

Executive for Good Reason, then the Company shall pay to Executive within the time period permitted by applicable law Executive’s Accrued Compensation and a pro rata portion of Executive’s target annual cash incentive award established for the fiscal year in which Executive’s employment terminates (based on the number of days of Executive’s actual service to the Company during such fiscal year), and

               (1) the Company shall pay to Executive cash payment equal to one (1) time Executive’s then current Annual Base Salary, payable in equal monthly installments over a period of twelve (12) months after the date Executive’s employment terminates;

               (2) for up to eighteen (18) months after such termination, to the extent Executive and/or Executive’s covered dependent(s) continue to participate in the Company’s group health plan(s) pursuant to COBRA after Executive’s termination of employment, the Company will provide reimbursement of COBRA coverage premiums paid by Executive and Executive’s covered dependent(s) so that Executive and Executive’s covered dependent(s) enjoy coverage at the same benefit level and to the same extent and for the same effective contribution, if any, as participation is available to other executive officers of the Company;

               (3) all outstanding stock options and other equity-type incentives held by Executive and all of Executive’s benefits under the Executive Capital Accumulation Plan at the time of Executive’s termination (but expressly excluding Performance Shares) that wo