Common use of Equity Incentive Program Clause in Contracts

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 1st, 2nd, 3rd, and 4th 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 1st, 2nd, 3rd, and 4th 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.

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 Korn/Ferry International Performance Award Plan, as the same may be in effect amended 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 2008 fiscal year. The terms of any equity incentives granted shall be set by the Board or the Compensation Committee.. Initially: (1) Executive shall be eligible to receive a one-time grant of restricted 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$900,000 (as determined by the Board and/or the Compensation Committee). Such grant restricted stock will vest in four installments on as follows: 25% at the 1st, 2nd, 3rd, and 4th anniversary end of each year after the effective date of the grantStart Date, 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 restricted stock 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 37.5100% 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 optionsstock, subject to the discretion of and approval of the Board and/or the Compensation Committee, with a target grant value of 37.5100% of Executive’s Annual Base Salary (as determined by the Board and/or the Compensation Committee). Such grant restricted stock will vest in four installments on as follows: 25% at the 1st, 2nd, 3rd, and 4th anniversary end of each year after the effective date of the grantStart Date, 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.

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 Korn/Ferry International Performance Award Plan, as the same may be in effect amended 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 2008 fiscal year. The terms of any equity incentives granted shall be set by the Board or the Compensation Committee.. Initially: (1) Executive shall be eligible to receive a one-time grant of 17,000 shares of restricted 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 three installments on the 1st, 2nd, 3rd, and 4th 3rd 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 37.5100% 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 optionsstock, subject to the discretion of and approval of the Board and/or the Compensation Committee, with a target grant value of 37.5100% of Executive’s Annual Base Salary (as determined by the Board and/or the Compensation Committee). Such grant restricted stock will vest in four installments on the 1st, 2nd, 3rd, and 4th 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.

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 1st1 st , 2nd2 nd , 3rd3 rd , and 4th 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 “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 1st1 st , 2nd2 nd , 3rd3 rd , and 4th 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.