EXHIBIT (a)(1)
TO: [ALL ACTIVE OPTION HOLDERS BY NAME]
FROM: XXXX XXXXXX
DATE: FEBRUARY 25, 2002
SUBJ: STOCK OPTION EXCHANGE OFFER
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The success of our business depends on our people. We are
therefore committed to making Korn/Ferry the best possible
working environment. A key element of this equation is
compensation, and stock options have represented a key element
of our compensation program. Executive management and the
Board recognize that much of the perceived value of previously
granted options has been lost due to the recent decline in our
stock price. As a result, we have been active in pursuing
potential solutions to this issue with the intent of restoring
the incentive associated with previously granted options as a
means to drive shareholder value.
I am pleased to announce that our Board of Directors has
approved a stock option/SAR exchange program with the
objective of increasing the incentive associated with
previously granted options and SARs. The program is entirely
voluntary and has the following key features:
. All employees who are option and SAR holders, with the
exception of executive management and members of our
Board of Directors, will be given the opportunity to
have certain of their existing options canceled and in
return receive a new option or SAR grant at a future
date provided they are still employees of the firm on
the date of the new grant. A delay in the grant of the
replacement options of at least six months and a day is
needed to avoid negative accounting charges for the
firm.
. All options/SARs with exercise prices over $13.00
will be eligible for the program.
. The number of shares subject to the new option/SAR grant will be
based on an "exchange ratio" determined by the exercise price of
the canceled option/SAR. Cancellation of options/SARs with lower
exercise prices will result in a larger new grant than those with
higher exercise prices. This is because the potential future
value of an existing option/SAR with a lower exercise price is
greater than one with a higher exercise price. The exchange
ratios that will be used to determine new grants are as follows:
Exercise Price Range Exchange Ratio
$13.00 and below Not eligible
$13.01 - $15.00 1.50
$15.01 - $20.00 1.75
$20.01 - $25.00 2.50
$25.01 - $30.00 3.00
$30.01 and above 3.50
For example, if someone decides to cancel 1,000 options/SARs with
an exercise price of $16.04 (the exercise price of the FY01
Performance Options), they would receive a grant of 571 new
options/SARs (1,000 divided by the exchange ratio of 1.75 and
rounded to the nearest whole number) at least six months and a
day following the cancellation date of the old option.
. The new option/SAR will have an exercise price equal to the
closing market price of Korn/Ferry stock on the date the new
grant is issued. To receive the new grant, an individual must be
an active employee of the firm on the date the new options/SARs
grants are issued.
. The vesting of new options/SARs granted under the program will
depend on the vesting status of the cancelled options/SARs.
Specifically, new grants associated with the cancellation of
options/SARs that are vested at the time of cancellation will
fully vest six months following the new grant. New grants
associated with the cancellation of unvested options/SARs will
vest in two equal installments one year and two years following
the new grant date.
. In most cases, the new options/SARs granted as part of the
exchange program will have a term (exercise period) of eight
years. New options granted to employees in Switzerland will have
a term of 10.5 years in order to address local tax issues. New
options granted to replace the $14.00 options granted at the time
of the IPO will have a term of four years to reflect the fact
that the original term of these options was seven years rather
than ten years. Overall, the intent is to have the term of the
new options similar to the remaining term of the forfeited
options.
In the near future, each individual holding options or SARs that qualify
for the program will be receiving a prospectus describing the program in
detail, a report of their current options, and a form on which to indicate
if they wish to participate in the program and which options/SARs they wish
to cancel. The prospectus also will include a list of questions and answers
that should address most of the issues you may have about the program. You
only need to return the form if you wish to participate. Note that the
deadline to return the form is March 25, 2002. We will cancel the
options/SARs designated for exchange by all those who participate in the
program on this date. Because of the need to wait at least six months and a
day between the cancellation date of existing options and the grant date of
the new options, we expect the new grant to be made on Friday, September
27, 2002.
Again, participation in the option/SAR exchange program is totally
voluntary. In a limited number of countries, there are potential tax
consequences that should be taken into consideration before deciding to
participate. These countries and the related issues, to the best of our
knowledge based on a review by Xxxxxx Xxxxxxxx, will be highlighted in the
prospectus.
Please note that the program is not without risk. For example, in the
event that our stock price significantly increases between the
cancellation date of existing options/SARs and the new grant date, you
may be better off retaining your existing options/SARs. The risk
associated with the program will be more fully described in the
prospectus and we urge you to read it carefully before making your
decision.
Also, you should note that to avoid potential negative accounting
charges, no new options may be granted to any current employee until
the date the replacement options are granted. As a result, the FY02
Performance Options will be granted on the same date as the
replacement options resulting from the option exchange program. Except
for this delay in the grant date, participation in the exchange
program will not in any way affect your FY02 Performance Options.
The proposed option exchange program provides an innovative means of
potentially increasing the incentive associated with our prior option
and SAR grants without creating the adverse accounting treatment or
regulatory issues associated with an immediate option swap. As noted
earlier, the complete details of the program and a set of questions
and answers will be contained in a prospectus that is being sent to
every employee with eligible options or SARs.
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KORN/FERRY International has not commenced the offer to exchange
referred to in this communication. Upon commencement of such offer,
Korn/Ferry will file with the Securities and Exchange Commission a
Schedule TO and related exhibits, including the offer to exchange,
letter of transmittal and other related documents. Employees of
Korn/Ferry who are option/SAR holders are strongly encouraged to read
the Schedule TO and related exhibits, including the offer to exchange,
letter of transmittal and other related documents, when they become
available because they contain important information about the offer.
The Schedule TO and related exhibits will be available without charge
at the Securities and Exchange Commission website at xxx.xxx.xxx
and the offer to exchange, letter of transmittal and other
related documents will be delivered without charge to all
eligible employees of Korn/Ferry who are option/SAR holders.
Additional copies of these documents may be obtained without
charge by employees of Korn/Ferry who are option/SAR holders by
contacting the person specified in these documents.
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