FIRST AMENDMENT
TO
STOCK PURCHASE AGREEMENT
DATED JUNE 2, 1995
This FIRST AMENDMENT (this "First Amendment") is entered into as of April
25, 1999, by and among Korn/Ferry International, a California corporation (the
"Company"), ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, as an individual ("Ferry"), ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustees (collectively, the "Trustees") of the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
and ▇▇▇▇▇ ▇. ▇▇▇▇▇ 1972 Children's Trust (the "Trust"), California Community
Foundation and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Co-Trustees (collectively, the "Co-Trustees")
and the California Community Foundation (the "Foundation").
R E C I T A L S
WHEREAS, the Company, Ferry, the Trustees, the Trust, the Co-Trustees and
the Foundation (collectively, the "Parties") entered into a Stock Purchase
Agreement as of the 2nd day of June, 1995 (the "1995 Agreement") that provides,
among other things, for the Company to repurchase shares of the Company's common
stock, no par value per share (the "Common Stock") owned by Ferry and the Trust
at Ferry's death (as defined in the 1995 Agreement, the "Ferry Stock");
WHEREAS, the Company has completed an initial public offering ("IPO") of
the Common Stock;
WHEREAS, the Trust, the Co-Trustees and the Foundation are no longer
shareholders of the Company;
WHEREAS, effective upon consummation of the IPO, the shares of Common Stock
owned by Ferry immediately prior to consummation of the IPO (other than shares
of Common Stock held in the Company's 401(k) Plan for the benefit of Ferry),
plus any shares of Common Stock thereafter distributed to Ferry out of the
401(k) Plan (collectively, the "Shares"), became subject to a Stock Repurchase
Agreement dated as of February 5, 1999 (the "1999 Agreement") with the Company
that provides, among other things, for the restricted sale, transfer or
disposition of the Shares, but removes any such restrictions upon the death of
Ferry;
WHEREAS, the effectiveness of the 1999 Agreement eliminated the necessity
for the Company to purchase all of the Ferry Stock upon the death of Ferry;
WHEREAS, the Company, Ferry, the Trustees, the Trust, the Co-Trustees and
the Foundation desire to amend the 1995 Agreement to: (i) eliminate in its
entirety the obligation of the Company to purchase all of the Ferry Stock from
Ferry and the Trust upon the death of Ferry; (ii) eliminate in its entirety the
obligation of Ferry and the Trust to sell all of the Ferry Stock to the Company
upon the death of Ferry; and (iii) permit Ferry and/or the Trust or their joint
designee to purchase any or all of the insurance policies maintained by the
Company under the 1995 Agreement; and
WHEREAS, the Board of Directors of the Company, acting pursuant to Section
310 of the California General Corporation Law, has authorized by a vote
sufficient without counting the vote of Ferry, who abstained from the vote on
such proposal, the amendment of the 1995 Agreement to: (i) eliminate in its
entirety the obligation of the Company to purchase all of the Ferry Stock from
Ferry and the Trust upon the death of Ferry; (ii) eliminate in its entirety the
obligation of Ferry and the Trust to sell all of the Ferry Stock to the Company
upon the death of Ferry; and (iii) permit Ferry and/or the Trust or their joint
designee to purchase any or all of the insurance policies maintained by the
Company under the 1995 Agreement.
NOW, THEREFORE, BE IT RESOLVED, that the Parties hereto agree as follows:
I. Paragraph 2 of the 1995 Agreement entitled "PURCHASE OF THE INSURANCE
-------------------------
POLICIES", shall be amended to permit Ferry and/or the Trust or their joint
--------
designee to purchase any or all of the insurance policies maintained by the
Company under the 1995 Agreement by adding thereto a new subparagraph (e) as
follows:
"(e) Notwithstanding anything in this Agreement to the contrary,
Ferry and/or the Trust or any person or entity jointly designated by Ferry and
the Trust shall have the absolute right at their respective sole option to
purchase any or all of the Insurance Policies referred to in this Agreement at
the "Insurance Policy Book Value" of each such Policy purchased, to be paid in
cash. The determination as to which of Ferry, the Trust or any designee of
Ferry and the Trust shall have the right to purchase an Insurance Policy shall
be a matter between Ferry and the Trust, shall be of no concern to the Company,
and the Company shall only be required to sell an Insurance Policy if it
receives a concurrent and unanimous direction from Ferry and the Trust. This
Agreement and the rights and obligations of the parties under this Agreement,
including the rights under this paragraph 2(e) of Ferry and the Trust or any
designee of Ferry and the Trust, shall terminate and have no further force and
effect upon the earlier to occur of (1) the purchase by Ferry and/or the Trust
or any person or entity jointly designated by Ferry and the Trust of all of the
Insurance Policies referred to in this Agreement or (2) November 17, 1999."
II. Paragraph 3 of the 1995 Agreement shall be deleted in its entirety to
eliminate the obligation of the Company to purchase all of the Ferry Stock from
Ferry and the Trust upon the death of Ferry.
III. Paragraphs 4, 5, 6, 7 and 8 of the 1995 Agreement shall be deleted in
their entirety because they are no longer applicable.
Except for the changes indicated above in this First Amendment, all other
provisions of the Agreement not amended, deleted or replaced hereby, shall
remain in full force and effect.
2
IN WITNESS WHEREOF, the undersigned have executed this First Amendment as
of the date first above written.
KORN/FERRY INTERNATIONAL,
a California corporation
Address:
Korn/Ferry International By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ -------------------------------
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇▇▇ S.C.S. ▇▇▇▇▇▇
-------------------------------
▇▇▇▇▇▇▇▇▇ S.C.S. ▇▇▇▇▇▇
Address:
Korn/Ferry International
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ --------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ AND ▇▇▇▇▇ ▇.
▇▇▇▇▇ 1972 CHILDREN'S TRUST
Address:
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustee of the
▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇ 1972
Children's Trust
Address: By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ Consulting, Inc. --------------------------------
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustee of the
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇ 1972
Children's Trust
3
CALIFORNIA COMMUNITY
FOUNDATION AND ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
CO-TRUSTEES
Address: By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇/Ferry International --------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Co-Trustee
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Address: By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
California Community Foundation --------------------------------
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, Co-Trustee
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
CALIFORNIA COMMUNITY
FOUNDATION
Address: By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
California Community Foundation --------------------------------
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ President
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ --------------------------------
(Print Name) (Title)
RATIFICATION AND CONSENT
------------------------
I, ▇▇▇▇▇ ▇. ▇▇▇▇▇, the wife of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, hereby certify that I have
read the foregoing First Amendment to Stock Purchase Agreement dated June 2,
1995 and that I hereby approve said First Amendment to Stock Purchase Agreement
dated June 2, 1995 and agree to be bound thereby.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
4
