0001193125-04-040714 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 12th, 2004 • Korn Ferry International • Services-employment agencies • Delaware

This INDEMNIFICATION AGREEMENT (“Agreement”) is made as of by and between Korn/Ferry International, a Delaware corporation (“Company”), and (“Indemnitee”).

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Friedman Fleischer & Lowe Capital Partners, L.P., FFL Executive Partners, L.P.,
Korn Ferry International • March 12th, 2004 • Services-employment agencies

Re: Korn/Ferry International (the “Company”) - 7.5% Convertible Series A Preferred Stock (the “Stock”) and 7.5% Convertible Subordinated Notes due 2010 (the “Notes”)

EMPLOYMENT AGREEMENT BETWEEN KORN/FERRY INTERNATIONAL AND GARY BURNISON
Employment Agreement • March 12th, 2004 • Korn Ferry International • Services-employment agencies • California

This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of October 1, 2003, by and between KORN/FERRY INTERNATIONAL, a Delaware corporation with its principal offices in Los Angeles, California (the “Company”), and GARY BURNISON, an individual (the “Executive”).

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 12th, 2004 • Korn Ferry International • Services-employment agencies • Delaware

This THIRD AMENDMENT, dated as of March 10, 2004 (this “Amendment”), to THE EMPLOYMENT AGREEMENT, dated as of May 24, 2001 (the “Agreement”), as amended as of December 1, 2001 (the “First Amendment”), and as of July 1, 2003 (the “Second Amendment”), by and between KORN/FERRY INTERNATIONAL, a Delaware corporation with its principal offices in Los Angeles, California (the “Company”), and PAUL C. REILLY, an individual (the “Executive”).

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