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PERSONAL
AND CONFIDENTIAL
Mr. Robert
McNabb
10919 Wickline Drive
Houston, TX 77024
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Re
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Employment Agreement dated as of
October 1, 2003 between Korn/Ferry International
(“Company” or “Korn/Ferry”) and Robert
McNabb, as renewed and amended on September 29, 2006 (the
“Employment Agreement”)
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This letter
agreement (this “Letter Agreement”) serves to formalize
the modification and renewal of the terms of your employment with
Korn/Ferry, including your future compensation and benefits. Unless
otherwise defined in this Letter Agreement, all capitalized terms
used in this Letter Agreement shall have the meanings specified in
the Employment Agreement.
The initial
renewal term of your employment began on October 1, 2006 and
will automatically expire on September 30, 2009. The Company
has exercised its option to renew the Employment Agreement for a
successive three (3) year period ending on September 30,
2012 (the “Second Renewal Term”), and this Letter
Agreement shall be considered written notice of that
renewal.
During the
Second Renewal term you will continue to hold the position as Chief
Executive Officer of Futurestep and Executive Vice President of the
Company. During the Second Renewal Term, you will report to the
Chief Executive Officer of the Company, and you will continue to
receive the same Base Salary (which may reflect an adjustment made
for current economic conditions) and the incentive opportunity as
set forth in the Employment Agreement.
Changes to
Termination and Severance Provisions
In lieu of the
severance provided in Section 6(d) of the Employment Agreement, we
have agreed that if your employment is terminated by the Company
without Cause at any time during the first two years of the Second
Renewal Term, within 30 days following the termination of your
employment you will be entitled to receive a lump sum cash payment
in an amount equal to 2 times your Base Salary If your employment
is terminated by the Company without Cause during the third year of
the Second Renewal Term, within 30 days following the
termination of your employment you will be entitled to receive a
lump sum cash payment in an amount equal to you 2 times your Base
Salary prorated to reflect the number of months you were employed
during that third year. For example if you were employed for
9 months of the third year, you would be entitled to receive a
lump sum cash payment equal to 25% (i.e., the number of months
remaining in the third year following your termination (3) divided
by 12) of 2 times your Base Salary.
In addition, if
your employment is terminated by the Company without Cause at any
time during the first 18 months of the Second Renewal Term,
following the termination of your employment you and your covered
dependent(s) will be entitled to continue for a period of
18 months to partic
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