Exhibit 10.10
AMENDED AND RESTATED
STOCK REPURCHASE AGREEMENT
THIS AMENDED AND RESTATED STOCK REPURCHASE AGREEMENT (this
"Agreement") is entered into as of January 15, 1999 by and between Korn/Ferry
International, a California corporation (the "Company"), and
_________________________, an individual (the "Shareholder"), and subject to the
terms and conditions herein, amends, restates and supercedes in its entirety the
previous Stock Repurchase Agreement[s] dated as of ___________, 19__ between the
Company and the Shareholder (the "Prior Agreement") [Modified as appropriate if
more than one Prior Agreement].
RECITALS
A. The Company is a corporation duly organized and existing under the
laws of the State of California.
B. The Company has employed various means of providing for the sale
of shares of the Company's common stock, no par value per share ("Common
Stock"), to certain officers of the Company, including the adoption of the
Executive Participation Program, the Foreign Executive Participation Program and
the 1991 Executive Stock Purchase Plan, among others (individually referred to
as the "Equity Plan" and collectively referred to as the "Equity Plans").
C. Pursuant to the Equity Plan(s), the Shareholder subscribed to
purchase shares of Common Stock under the subscription agreement applicable for
the Equity Plan(s) (the "Subscription Agreement"), which required that the
Shareholder enter into the Prior Agreement[s].
D. In August 1998, the Company's shareholders approved an initial
public offering of Common Stock (the "IPO"), and authorized the Company's
officers to offer to amend and restate the Shareholder's Prior Agreement[s],
subject to the consummation of the IPO.
E. The Shareholder and the Company now desire to enter into this
Agreement to amend and restate and supercede in its entirety the Prior
Agreement[s], effective upon the closing of the IPO, if and only if the IPO is
consummated on or before June 30, 1999. In the event the IPO is not consummated
on or before June 30, 1999, the Prior Agreement[s] shall remain in full force
and effect.
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises set forth below, the parties hereto agree as follows:
1. Definitions; Subscription Agreement Amendment; Effectiveness.
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(a) Definitions. For all purposes of this Agreement, the following
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definitions apply:
"Act" means the Securities Act of 1933, as amended.
"Change in Control" means any of the following:
(i) An acquisition by any person (excluding one or more Excluded
Persons) of beneficial ownership within the meaning of Rule 13d-3 under the
Exchange Act or a pecuniary interest in (or comprising "ownership of") more
than 30% of the Common Stock or voting securities entitled to then vote
generally in the election of directors of the Company ("Voting Stock"),
after giving effect to any new issue in the case of an acquisition from the
Company; or
(ii) Approval by the shareholders of the Company of a plan of
merger, consolidation, or reorganization of the Company or of a sale or
other disposition of all or substantially all of the Company's consolidated
assets (collectively, a "Business Combination"), other than a Business
Combination (1) in which all or substantially all of the holders of Voting
Stock hold or receive, directly or indirectly, 70% or more of the voting
securities of the entity resulting from the Business Combination (or a
parent company), (2) after which no person (other than any one or more of
the Excluded Persons) owns more than 30% of the voting securities of the
resulting entity (or a parent company) who did not own directly or
indirectly at least that amount of Voting Stock immediately before the
Business Combination, or (3) after which one or more Excluded Persons own
an aggregate number of shares of the voting securities of the resulting
entity (or a parent company) at least equal to the aggregate number of
shares of voting securities of the resulting entity (or a parent company)
owned by any other person (A) who is not an Excluded Person (except for any
person described in and satisfying the conditions of Rule 13d-1(b)(1) under
the Exchange Act), if any, and (B) who owned more than 30% of the Voting
Stock; or
(iii) Approval by the Board of Directors of the Company and (if
required by law) by shareholders of the Company of a plan to consummate the
dissolution or complete liquidation of the Company; or
(iv) During any period of two consecutive years, individuals who
at the beginning of such period constituted the Board of Directors of the
Company and any new director of the Company (other than a director
designated by a person who has entered into an agreement or arrangement
with the Company to effect a transaction described in clause (i) or (ii) of
this definition) whose appointment, election, or nomination for election
was approved by a vote of at least two-thirds (2/3) of the directors then
still in office who either were directors at the beginning of the period or
whose appointment, election or nomination for
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election was previously so approved, cease for any reason to constitute a
majority of the Board of Directors.
For purposes of determining whether a Change in Control has occurred,
a transaction includes all transactions in a series of related transactions.
"Controlled Trust" means a trust owned or controlled by the
Shareholder for which the Shareholder has the authority and power to dispose of
all such trust's assets.
"Equity Committee" means a committee appointed by the Board of
Directors of the Company. The Equity Committee shall be comprised of three
members of the Board of Directors of the Company, at least two of whom shall not
be officers or employees of the Company.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"Excluded Person" means
(i) the Company;
(ii) any person described in and satisfying the conditions of
Rule 13d-1(b)(1) under the Exchange Act;
(iii) any employee benefit plan of the Company; or
(iv) any affiliates (within the meaning of the Exchange Act),
successors, or heirs, descendants or members of the immediate families of
the individuals identified in part (ii) of this definition.
"Fiscal Year" means the fiscal year of the Company as specified
from time to time by the Board of Directors of the Company, which is currently
specified as the period beginning each May 1 and ending each April 30.
"401(k) Plan" means the Korn/Ferry International Employee Tax
Deferred Savings Plan.
"Public Sale" means a sale in the principal securities market in
which the shares then trade, irrespective of whether such sale is in a
registered offering, a Rule 144 transaction, or otherwise.
"Shares" means the shares of Common Stock owned by the
Shareholder (after giving effect to the Stock Split) immediately prior to the
consummation of the IPO (other than shares of Common Stock held in the 401(k)
Plan), plus any shares of Common Stock thereafter distributed to the Shareholder
out of the 401(k) Plan, as the same may be increased, decreased or changed as a
result of stock splits (other than the Stock Split), stock dividends,
reclassifications, mergers (including re-incorporations) or other similar
events.
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"Stock Split" means the four-to-one split of the Common Stock
approved by the Shareholders of the Company in July 1998 but not effective as of
the date of this Agreement.
"Transfer" means to sell, transfer, hypothecate, pledge or to
otherwise dispose of.
"Value" means, for purposes of determining the price at which a
Share will be sold or purchased by the Company pursuant to Section 8 of this
Agreement, (i) the greater of $2.79 (after giving effect to the Stock Split;
$11.15 on a pre Stock Split basis) or the price at which such Share was
purchased by the Shareholder (after giving effect to the Stock Split) plus (A)
interest for the period from the date of this Agreement until April 30, 1999 at
Bank of America's (or its successor's) reference rate as of the date of this
Agreement and (B) interest for each 12 month or lesser period thereafter at such
reference rate as of the day (April 30th) immediately prior to commencement of
such period, or (ii) such other value or formula for determining value as may be
specified from time to time after the date hereof in a resolution adopted by the
Board of Directors of the Company in its sole and absolute discretion, so long
as it yields a value greater than the value determined in accordance with clause
(i) above. Value shall be equitably and appropriately adjusted to reflect the
effect of stock splits (other than the Stock Split), stock dividends,
reclassifications, mergers (including re-incorporations) or other similar
events.
(b) Amendment of the Subscription Agreement.
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To the extent that any term or provision of the Subscription Agreement
is inconsistent with any term or provision of this Agreement, any such term or
provision of the Subscription Agreement shall be deemed to have been amended to
conform to this Agreement.
(c) Effectiveness.
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This Agreement shall become effective, and will amend and restate and
supercede the Prior Agreement in its entirety, upon the closing of the IPO, if
and only if the IPO is consummated on or before June 30, 1999. In the event the
IPO is not consummated on or before June 30, 1999, the Prior Agreement shall
remain in full force and effect.
2. Prohibition on Transfer. Except as expressly set forth herein,
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the Shareholder shall not Transfer the Shares or any interest therein held by
the Shareholder without the prior written consent of the Equity Committee. Any
purported Transfer not in compliance with the terms and conditions of this
Agreement shall be void and of no force and effect. If the Shares are
Transferred, in whole or part, voluntarily or involuntarily, by operation of law
or otherwise, by reason of insolvency or bankruptcy of the Shareholder, or
otherwise in violation of the provisions of this Agreement, the recipient of any
of the Shares shall not be registered on the books of the Company, shall not be
recognized as the holder of the Shares by the Company and shall not acquire any
voting, dividend or other rights in respect thereof.
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3. Investment Intent. The Shareholder represents and warrants to the
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Company that the Shareholder's purchase of the Shares was for his or her own
account, for investment purposes only and not with a view to distribution or
resale of the Shares. Except as expressly set forth herein, the Shareholder may
not sell the Shares unless the sale has been registered under the Act or unless
such registration is not required and if requested by the Company, the
Shareholder shall provide the Company with an opinion of counsel satisfactory to
the Company to that effect.
4. Legends on Certificates. The Shareholder understands and agrees
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that the certificates issued to him or her representing the Shares:
(a) Shall contain the following legend so long as the Shares are
subject to the restrictions specified in this Agreement, and the Company's
transfer agent shall be provided a "stop transfer" instruction with respect to
the Shares to the same effect:
"TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE MAY REQUIRE
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND
THIS CERTIFICATE MAY NOT BE TRANSFERRED WITHOUT EVIDENCE OF SUCH
REGISTRATION OR OF AN EXEMPTION FROM THE REGISTRATION REQUIREMENT OF THE
ACT. THE RIGHT TO SELL, TRANSFER OR OTHERWISE DISPOSE OF OR PLEDGE THE
SHARES REPRESENTED BY THIS CERTIFICATE WITHOUT THE WRITTEN CONSENT OF THE
EQUITY COMMITTEE OF KORN/FERRY INTERNATIONAL IS RESTRICTED BY THE TERMS OF
AN AMENDED AND RESTATED STOCK REPURCHASE AGREEMENT. A COPY OF SUCH
AGREEMENT IS ON FILE AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS."
(b) May contain additional legends as required by state securities
laws.
(c) Shall contain the following legend, if the Shareholder is not a
U.S. Person, as defined in the Act and Regulation S promulgated thereunder:
"THE TRANSFER OF THESE SECURITIES IS PROHIBITED EXCEPT IN ACCORDANCE WITH
THE PROVISIONS OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED."
5. Permitted Transfers At and Following IPO.
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(a) The Shareholder may Transfer Shares according to the following
schedule:
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Date Maximum Number of Shares Permitted to be
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Transferred
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Consummation of the IPO ("IPO Up to ten percent (10%) of the Shareholder's Shares
Date")
On the second anniversary of the Up to thirty percent (30%) of the Shareholder's Shares
IPO Date or thereafter (See clause (c) below)
On the third anniversary of the IPO Up to fifty percent (50%) of the Shareholder's Shares
Date or thereafter (See clause (c) below)
On the fourth anniversary of the All of the Shareholder's Shares
IPO Date or thereafter
(b) Prior to the fourth anniversary of the IPO Date, any transferee of
Shares other than in a Public Sale or pursuant to Section 5(h), as a condition
to such Transfer, shall agree in writing to abide by the restrictions on
Transfer specified in Section 5. Shares which have been Transferred by means of
a Public Sale shall cease to be subject to this Agreement.
(c) The foregoing percentages in the schedule in Section 5(a) of the
maximum number of Shares permitted to be Transferred shall be applied to the sum
of the Shareholder's Shares not yet Transferred as of the time of a Transfer,
plus any Shares previously Transferred pursuant to the above schedule. The
resulting number shall then be reduced by the number of Shares previously
Transferred to determine the maximum number of Shares permitted to be
Transferred.
As an example by way of illustration only, and not reflective of the
Shareholder's actual number of Shares, assume the Shareholder had 100
Shares on the IPO Date, and that an additional 50 shares of Common Stock
were beneficially owned by the Shareholder in the 401(k) Plan. As of the
IPO Date, the Shareholder would have the right to Transfer up to ten
percent (10 shares) of the 100 shares held by the Shareholder outside of
the 401(k) Plan, subject to any required repayment of any outstanding
Shareholder notes. (Note: Sale of shares of Common Stock beneficially
owned under the 401(k) Plan are governed by the provisions of the 401(k)
Plan rather than this Agreement.)
If the Shareholder sold 10 shares on the IPO Date, and, before the
second anniversary of the IPO Date, received a distribution from the 401(k)
Plan of 50 shares of Common Stock, the Shareholder would have 140 Shares on
the second anniversary of the IPO Date. As of the second anniversary of
the IPO Date (or thereafter), the Shareholder would be permitted to
Transfer up to thirty percent of
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the sum of (i) the Shares then held (140 shares) plus (ii) the Shares
previously sold (10 shares), less (iii) the Shares previously sold, which
equals 35 shares, subject to any required repayment of any outstanding
Shareholder notes.
(d) The Shares sold on the IPO Date shall be sold in the IPO. The
Shareholder agrees that fifty percent (50%) of the proceeds of the sale of any
of the Shareholder's Shares shall be applied to reduce the balance of the
Shareholder's notes initially issued in connection with the Shareholder's
execution of the Subscription Agreement. The Shareholder agrees that if the
outstanding balance of the Shareholder's notes under the Subscription Agreement
is less than fifty percent (50%) of the proceeds of the sale of the
Shareholder's Shares, then all of the outstanding balance of the Shareholder's
notes under the Subscription Agreement shall be repaid with the proceeds of such
sale. Notwithstanding the foregoing, after the fourth anniversary of the IPO
Date, the Shareholder agrees to pay to the Company up to all of the proceeds of
the sale of any Shares for application to the outstanding balance of the
Shareholder's notes under the Subscription Agreement. The Shareholder agrees
that except as above provided in this Section 5(d) with respect to sales,
Section 5(g), Section 5(h) and Section 6, no otherwise permissible Transfer of
Shares may be made so long as the Company has not been fully paid on the
Shareholders notes outstanding under the Subscription Agreement without prior
full payment of such notes to the Company unless the Equity Committee shall
otherwise agree previously in writing.
(e) The Shareholder agrees to provide the Company written notice of
his or her intention to Transfer by means of a Public Sale any Shares of Common
Stock at least ninety (90) days prior to any sales on the second or third
anniversary of the IPO Date (or thereafter). The Shareholder agrees to provide
the Company written notice of his or her intention to Transfer by means of a
Public Sale any Shares of Common Stock at least fifteen (15) days prior to any
sales on the fourth anniversary (or thereafter).
(f) Any shares of Common Stock beneficially owned by the Shareholder
in the 401(k) Plan shall not count towards determining the Shares which may be
Transferred unless and until such shares of Common Stock are distributed out of
the 401(k) Plan directly to the Shareholder or rolled over into an individual
retirement account or similar plans designated by the Shareholder.
(g) The Shareholder may Transfer any or all of the Shares without the
consent of the Equity Committee if such Transfer is made to a Controlled Trust
in connection with bona fide estate planning efforts by the Shareholder. Prior
to any Transfers made to a Controlled Trust pursuant to this Section 5(g), the
Shareholder shall provide to the Company a certificate, in form acceptable to
the Company, to the effect that the entity to which the Shares are being
Transferred is a Controlled Trust as defined in this Agreement.
(h) The Shareholder may Transfer any Shares (i) upon the Shareholder's
death, (ii) upon the Shareholder's permanent incapacity, as determined by the
Equity Committee,
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or (iii) upon a Change in Control. The restrictions in Section 5(a) shall not
thereafter apply to any such Shares.
6. Permitted Pledges. Notwithstanding anything to the contrary
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herein, up to ten percent (10%) of the Shares may be pledged by the Shareholder
provided that the Company has released the Shareholder's pledge with respect to
such Shares.
7. Possession of Certificates. Upon the consummation of the IPO, the
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Company shall hold the certificates evidencing the Shares as custodian to
protect its interests hereunder, until the Shareholder has the right to Transfer
all or a portion of the Shares in accordance with the terms of this Agreement.
In furtherance thereof, the Shareholder shall execute and deliver (or shall
herewith execute and deliver) to the Company assignments in blank, in the form
of Exhibit A, for the Transfer of such certificates. The Company shall deliver
to the Shareholder a receipt for such Shares in the form of Exhibit B. Upon the
request of the Shareholder, when the Shareholder has the right to Transfer all
or a portion of the Shares, the Company shall deliver those certificate(s)
representing that portion of the Shares which may be Transferred to the
Shareholder. After the consummation of the IPO and the completion of the
transactions therein contemplated, this Agreement shall supersede the Custody
Agreement dated as of January 15, 1999 executed by the Shareholder and the
Company in connection with the IPO in connection with all matters pertaining to
the custody of the Shares.
8. Repurchase of Shares by Company. The Company shall have the right
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to repurchase any Shares until such Shares become Transferable under Sections
5(a) or 5(h) (whether or not thereafter so Transferred), on the following terms
and conditions:
(a) (i) Upon an occurrence described in Section 8(b) hereof, and
subject to any prohibitions on the purchase of Shares by the Company under
applicable law or any agreement binding on the Company, the Shareholder shall
sell, if the Company elects to purchase by providing the Shareholder a written
notification of the Company's election (the "Repurchase Notification"), the
Shares not permitted to be Transferred pursuant to Section 5 as of the date (the
"Repurchase Date") specified in the Repurchase Notification on which such Shares
are to be purchased by the Company at a price per share equal to the Value as of
the Repurchase Date.
(ii) If the Shareholder is subject to Section 16(b) under the
Exchange Act:
(A) the purchase by the Company under this Section 8 shall not
occur at any time when such purchase will cause the Shareholder to incur
liability under Section 16(b); and
(B) from the time the Shareholder receives the Repurchase
Notification until the earlier of (1) the completion of the Company's
purchase under this Section 8 or (2) six months after the Shareholder
receives the Repurchase Notice, the Shareholder shall not acquire any
shares of Common Stock (A) if such acquisition is not exempt from the
applicability of Section 16(b) or (B) if such acquisition would cause the
Shareholder to recognize a profit upon the Company's purchase under this
Section 8.
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(iii) If the Company is prohibited from purchasing the Shares on
the Repurchase Date by applicable law or by any contract or agreement binding on
the Company, including without limitation any loan agreement, the Company may
elect to purchase the Shares as soon as practicable after it determines in good
faith that it is legally and contractually permitted to do so.
(iv) If the Shareholder paid for all or any part of the Shares
with a promissory note or notes payable to the Company, the Company shall, and
the Shareholder hereby authorizes the Company to, offset against any amounts
owing to the Shareholder by the Company with respect to the Shares purchased
hereunder any amounts outstanding for principal or accrued interest under such
promissory note(s). Any amount so offset shall be deducted from the purchase
price to be paid under this Section upon the purchase of the Shares by the
Company. The balance of the purchase price for the Shares, if any, shall be paid
by the Company in cash.
(b) Subject to the first sentence of this Section 8, the Company shall
have the right to purchase some or all of the Shareholder's Shares, if the
Company determines that any one or more of the following past or present acts or
events have occurred: (1) the Shareholder engages or has engaged in conduct or
behavior that is significantly disruptive to the business, operations or
reputation of the Company or any office of the Company, or (2) the Shareholder
engages or has engaged in acts or conduct that are significantly injurious to or
otherwise significantly harm the Company or any office of the Company, or (3)
the Shareholder breaches or has breached any agreement with the Company, or (4)
the Shareholder becomes or became affiliated with a competitor, or develops, or
makes a contribution to, a competing enterprise, (5) the Shareholder discloses
or has disclosed confidential Company information to a third party, (6) the
Shareholder engages or has engaged in acts or conduct that are significantly
disruptive to the relationship between the Company and any of its clients or (7)
the Shareholder is or was convicted of a felony or other crime involving fraud,
dishonesty or acts of moral turpitude. For purposes of this Section 8(b)(1)-
(7), the "Company" shall include all of its affiliates and subsidiaries.
If the Company determines that any one or more of the foregoing
acts or events has occurred, the Shareholder may appeal such determination to
the Equity Committee within ten (10) days of receipt of written notice of such
determination from the Company. The Equity Committee shall overturn the
Company's determination or confirm the Company's determination (and determine
whether the Shareholder's acts or conduct are curable by the Shareholder) and
provide notice of its decision within thirty (30) days from the date of receipt
of the notice of appeal. If the Equity Committee determines that the
Shareholder's acts or conduct are curable, then the Shareholder shall be given
thirty (30) days following notice of the Equity Committee's decision to cure
such acts or conduct, and an additional ten (10) days to provide evidence
reasonably satisfactory to the Equity Committee of such cure reasonably
acceptable to the Equity Committee. If the Equity Committee determines that the
acts or conduct are not curable, or the Shareholder does not provide evidence
reasonably satisfactory to the Company that curable acts or conduct have been
cured within the specified time period, then the Company's determination shall
be final and binding.
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The Shareholder acknowledges that the Company's purchase right
under this Section 8(b) may be financially disadvantageous to the Shareholder
if, at the time of the purchase, there is a large differential between the Value
(as that term is defined herein) of the Shares to be purchased and the then
market value of the shares of Common Stock.
For avoidance of doubt, it is agreed and understood that no Shares
shall be subject to repurchase under this Section 8 that previously have become
Transferable under Section 5(a) or 5(h) (whether or not so Transferred).
9. Assignment of Purchase Rights. The Company may assign, in whole
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or part, its right to purchase the Shares under this Agreement to a designee(s).
10. Repurchase upon Change in Marital Status. In the event that the
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Shareholder's marital status is altered by dissolution or divorce or by the
death of the Shareholder's spouse, any interest of his or her former spouse in
the Shares not permitted to be Transferred pursuant to Section 5, whether as
community property or as a result of a property settlement agreement, a divorce
decree or other legal proceeding, may be purchased by the Company and shall be
sold to the Company by the Shareholder's former spouse or his or her estate
according to the provisions of this Agreement and at a price per share equal to
the fair market value as of the date on which such Shares are to be purchased by
the Company. The Shareholder agrees to notify the Company of any change in
marital status, including, without limitation, marriage, dissolution of
marriage, divorce or death of spouse; within ten (10) business days of said
event. The Shareholder agrees to cause any spouse to sign a consent to this
Agreement in the form of Exhibit C.
11. Amendment. No change, amendment or modification of this
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Agreement shall be valid unless it is in writing and signed by the Company and
the Shareholder.
12. Remedies. The parties agree that the Company will be irreparably
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damaged in the event the agreements contained herein are not specifically
enforced. If any dispute arises concerning the transfer of any Shares, an
injunction may be issued restraining any such transfer pending the determination
of such controversy. In the event of any controversy, such rights or
obligations shall be enforceable in a court by a decree of specific performance.
Such remedy shall, however, be cumulative and not exclusive, and shall be in
addition to any other remedy which the Company may have.
13. Expenses. Shareholder agrees to pay to the Company the amount of
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any and all reasonable expenses, including, without limitation, reasonable
attorneys' fees and expenses, which the Company may incur in connection with the
enforcement of its rights hereunder.
14. Notices. Any notice required or permitted to be given hereunder
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shall be in writing and shall be delivered via facsimile, first-class mail,
postage prepaid, overnight courier, messenger or telecopier. Any communication
so addressed and delivered shall be deemed to be given seven days after delivery
and any communication delivered in person shall be deemed to be given when
receipted for, or actually received by, an authorized officer of the
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recipient. All such communications, if intended for the Company, shall be
addressed to the Company as follows:
Korn/Ferry International
0000 Xxxxxxx Xxxx Xxxx
Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attn.: Corporate Secretary
and if intended for the Shareholder shall be addressed to the Shareholder at his
or her address as shown on the Company's books. Any party may change his, her
or its address for notice by giving notice thereof to the other party to this
Agreement. A change of address notice by the Shareholder shall be recorded in
the books of the Company as the Shareholder's address for notice unless the
Shareholder otherwise instructs the Company.
15. Governing Law. All questions with respect to the construction of
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this Agreement and the rights and liabilities of the parties hereto shall be
governed by the internal laws of California, without giving effect to the
conflict of law provisions thereof.
16. Successors and Assigns. Subject to the terms herein, this
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Agreement shall inure to the benefit of, and shall be binding upon, the assigns,
successors in interest, personal representatives, estates, heirs and legatees of
each of the parties hereto. Nothing herein shall obligate the Company to obtain
the consent of Shareholder if the Company undergoes a reorganization,
restructuring or recapitalization, including without limitation, the acquisition
by the Company of an entity or entities controlled by the Company in connection
with the reincorporation of the Company in a state other than California.
17. Entire Agreement. This Agreement contains the entire Agreement
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of the parties hereto and supersedes any prior written or oral agreements
between them concerning the subject matter contained herein. Other than those
contained in the Subscription Agreement (as amended by the terms of this
Agreement), there are no representations, agreements, arrangements or
understandings, oral or written, between and among the parties hereto relating
to the subject matter contained in this Agreement which are not fully set forth
herein.
18. Counterparts. This Agreement may be executed in counterparts,
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each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
19. Waiver. No waiver of any right pursuant hereto or waiver of any
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breach hereof shall be effective unless in writing and signed by the party
waiving such right or breach. No waiver of any right or waiver of any breach
shall constitute a waiver of any other or similar right or breach, and no
failure to enforce any right hereunder shall preclude or affect the later
enforcement of such right.
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20. Captions. The captions of the various sections herein are solely
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for the convenience of the parties hereto and shall not affect or control the
meaning or construction of this Agreement.
21. Severability. Should any portion of this Agreement be declared
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invalid and unenforceable, then such portion shall be deemed to be severable
from this Agreement and shall not affect the remainder hereof.
22. Agreement Available for Inspection. An original copy of this
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Agreement, together with all amendments, duly executed by the Company and the
Shareholder, shall be delivered to the Secretary of the Company and maintained
by him or her at the principal executive office of the Company and shall be
available for inspection by any person requesting to see it.
23. Additional Documents. The parties hereto agree to sign all
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necessary documents and take all other actions necessary to carry out the
provisions of this Agreement.
IN WITNESS, WHEREOF, the parties have executed this Amended and
Restated Stock Repurchase Agreement as of the date first written above.
SHAREHOLDER
By: _______________________________________
Name: _____________________________________
KORN/FERRY INTERNATIONAL
By: _______________________________________
Name: Xxxxxxxxx S.C.S. Xxxxxx
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Title: Executive VP & CFO
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EXHIBIT A
IRREVOCABLE STOCK ASSIGNMENT
For good and valuable consideration pursuant to Section 7 of that
certain Amended and Restated Stock Repurchase Agreement between the undersigned
and Korn/Ferry International, the undersigned hereby sells, assigns and
transfers to _______________________ _______ shares of common stock of
Korn/Ferry International, represented by Certificate No(s). _______________
standing in the name of the undersigned on the books of said company.
By: __________________________________________
Name: ________________________________________
Dated: ____________________, 19__
WITNESS:
By: ___________________________
Name: _________________________
Dated: __________________, 19__
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EXHIBIT B
RECEIPT
(SAMPLE ONLY)
Korn/Ferry International, a California corporation (the "Company"),
hereby acknowledges that it has received and is holding as custodian on behalf
of ______________________________________________________________, an officer of
the Company ("Executive"), _______ shares of Company Common Stock (the
"Shares"), represented by certificate(s) number _________, _________ and
__________ issued on _____________, 19___ in the name of Executive (copies of
which are attached hereto), together with an Irrevocable Stock Assignment
executed by Executive (the "Stock Assignment"). The Shares and the Stock
Assignment are being held by the Company pursuant to and in accordance with the
terms of that certain Amended and Restated Stock Repurchase Agreement between
the Company and Executive, and any promissory note(s) and related Stock Pledge
Agreement delivered by Executive to the Company in connection with the purchase
of all or a portion of the Shares.
KORN/FERRY INTERNATIONAL
By: ___________________________________
Name: _________________________________
Title: ________________________________
Dated: _________________, 19__
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EXHIBIT C
CONSENT OF SPOUSE OF SHAREHOLDER
The undersigned, being the spouse of the Shareholder,
________________, who has signed the foregoing Amended and Restated Stock
Repurchase Agreement, hereby acknowledges that he or she has read and is
familiar with the provisions of said Agreement including but not limited to
Section 11 herein and agrees to be bound thereby and join therein to the extent,
if any, that his or her agreement and joinder may be necessary. The undersigned
hereby agrees that the Shareholder may join in any future amendment or
modifications of the Agreement without any further signature, acknowledgment,
agreement or consent on his or her part; and the undersigned hereby further
agrees that any interest which he or she may have in the Shares held by
Shareholder shall be subject to the provisions of this Agreement.
By: ___________________________________
Name: _________________________________
Dated: ________________________________
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