EMPLOYMENT AGREEMENT BETWEEN KORN/FERRY INTERNATIONAL AND STEPHEN J. GIUSTO

EXHIBIT 10.44

EMPLOYMENT AGREEMENT

BETWEEN

KORN/FERRY INTERNATIONAL

AND

STEPHEN J. GIUSTO

TABLE OF CONTENTS

Table of Contents
(Continued)

EMPLOYMENT AGREEMENT

     This EMPLOYMENT AGREEMENT (this “ Agreement ”) is made and entered into as of March 17, 2009, by and between KORN/FERRY INTERNATIONAL, a Delaware corporation with its principal offices in Los Angeles, California (the “ Company ”), and STEPHEN J. GIUSTO, an individual (the “ Executive ”).

     1.  Employment. 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 for a period through May 31, 2010 only. Executive’s employment automatically terminates at the end of this Agreement’s stated period, on May 31, 2010. This Agreement is renewable only upon the mutual written agreement of the Executive and the Chief Executive Officer (the “CEO”) of the Company.

     2.  At-Will Employment . Executive’s employment under this Agreement will begin on March 17, 2009 (the “ Start Date ”). As of the Start Date, this Agreement supersedes any and all prior Employment Agreements between Executive and the Company, including, but not limited to, the October 10, 2007 Employment Agreement between the Company and the Executive. 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 at any time during the period of this Agreement. Executive may terminate his employment at any time, for any or no reason, upon thirty (30) days advance written notice to the Company.

     3.  Position, Duties and Responsibilities . Effective May 1, 2009, or at such earlier time as the CEO, in his sole and absolute discretion, directs, Executive will resign his position as Chief Financial Officer of the Company. As of that date, Executive will assume the title of Senior Advisor to the CEO with such duties and responsibilities assigned to him by the CEO and shall report to 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, Executive may engage in personal, charitable, professional and investment activities 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.

          The Company acknowledges and understands that, as of the effective date of this Agreement, Executive engages in the following non-profit, civic activities: (i) member of the board of trustees of Cate School; (ii) member of the Dean’s Advisory Council for the Business School at Cal Poly; and (iii) member of the board of directors of the Orange County Chapter of the American Cancer Society. Upon approval of the Company (which approval may be granted by the Company’s Compensation and Personnel Committee), which will not be unreasonably withheld, Executive may also serve as a member of the board of directors and/or advisory boards of no more than two (2) for-profit entities, provided that such entities are not engaged in business activities that are competitive with the Company.

     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 $33,333.33 per month (his “ Base Salary ”) ($400,000 on an annualized basis) (such annualized amount, his “ Annual Base Salary ”), paid in accordance with the Company’s regular payroll practices.

          (b) Bonus Award . Executive’s bonus for the Company’s fiscal year 2009 (which ends on April 30, 2009), will be no less than $400,000, payable in cash unless mutually agreed otherwise in writing by the Executive and the CEO. For the period of May 1, 2009 through the termination of this Agreement, Executive will be eligible for a bonus at the sole and absolute discretion of the CEO. Executive’s bonus, if any, for the period of May 1, 2009 through May 31, 2010 will be payable in cash unless mutually agreed otherwise in writing by the Executive and the CEO, and will be payable not later than 120 days after May 31, 2010.

     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) Conditions of Employment . Executive’s primary place of employment will be at the Company’s offices in Orange County, California, subject to the need for reasonable business travel, including to the Company’s corporate headquarters in Los Angeles, California. 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 a Senior Advisor to the CEO of the Company.

     6.  Termination of Employment .

          (a) Death . If Executive’s employment with the Company terminates by reason of Executive’s death, then (i) 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, (ii) the Company will continue to pay Executive’s Base Salary for the remaining portion of the period of this Agreement and (iii) 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, in the case of an option,

incentive or benefit granted prior to the Start Date, its originally scheduled expiration date. 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. Following the expiration of COBRA coverage, the Company will provide reimbursement of private insurance coverage premiums actually paid by Executive’s covered dependent(s), if such insurance is available and purchased by Executive’s covered dependent(s), for up to eighteen (18) additional months, with such reimbursement by the Company to be no more than $2,000 per month. However, any entitlement to reimbursement of COBRA or private insurance coverage premiums paid by Executive’s covered dependent(s) shall cease if and when Executive’s covered dependent(s) become entitled to group health insurance benefits through an employer.

          (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, in the case of an option, incentive or benefit granted prior to the Start Date, its originally scheduled expiration date. 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 . If the Company terminates Executive’s employment for Cause (as defined in Section 6(i)), then the Company shall pay to Executive Executive’s Accrued Compensation through the date Executive’s employment terminates within the time period permitted by applicable law. Upon termination by the Company for Cause, all outstanding stock options and other equity-type incentives held by Executive, including any restricted stock, and all of Executive’s benefits under the Executive Capital Accumulation Plan at the time of Executive’s termination shall cease to vest as of the date of termination, and shall terminate in accordance with their terms.

          (d) Voluntary Termination by Executive . If Executive voluntarily terminates Executive’s employment, then the Company shall pay to Executive Executive’s Accrued Compensation through the date Executive’s employment terminates within the time period permitted by applicable law. Upon voluntary termination, all outstanding stock options and other equity-type incentives held by Executive, including any restricted stock, and all of Executive’s benefits under the Executive Capital Accumulation Plan at the time of Executive’s termination shall cease to vest as of the date of termination, and shall terminate in accordance with their terms. After such voluntary 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) for up to eighteen(18) months and will provide reimbursement of private insurance coverage premiums actually paid by Executive and Executive’s covered dependent(s), if such insurance is available and purchased by Executive, for up to thirty-six (36) additional months, with such reimbursement by the Company to be no more than $2,000 per month. However, any entitlement to reimbursement of COBRA or private insurance coverage premiums paid by Executive and Executive’s covered dependent(s) shall cease if and when Executive becomes entitled to group health insurance benefits at a new employer.

          (e) Termination by the Company Without Cause . If Executive’s employment is terminated prior to May 31, 2010 by the Company without Cause and for a reason other than Executive’s Death or Disability, then the Company shall pay to Executive within the time period permitted by applicable law Executive’s Accrued Compensation, and

               (1) continue his Base Salary for the remaining portion of the period of this Agreement;

               (2) 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) for up to eighteen (18) months and will provide reimbursement of private insurance coverage premiums actually paid by Executive and Executive’s covered dependent(s), if such insurance is available and purchased by Executive, for up to thirty-six (36) additional months, with such reimbursement by the Company to be no more than $2,000 per month, however, any entitlement to reimbursement of COBRA or private insurance coverage premiums paid by Executive and Executive’s covered dependent(s) shall cease if and when Executive becomes entitled to group health insurance benefits at a new employer;

               (3) all outstanding stock options and other equity-type incentives, including any restricted stock, 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 would have vested prior to May 31, 2010 will become fully vested as of the date Executive’s employment terminates and shall remain exercisable until, in the case of an option, incentive or benefit granted prior to the Start Date, its originally scheduled expiration date.

          (f) Automatic Termination Upon Executive’s Commencement of Other Full-Time Employment . If at any time prior to May 31, 2010, Executive commences full-time employment other than with the Company, then Executive’s employment under this Agreement shall automatically terminate. The Company shall pay to Executive Executive’s Accrued Compensation through the date Executive’s employment terminates within the time period permitted by applicable law. Upon termination due to Executive’s commencement of other full-time employment, all outstanding stock options and