AGREEMENT AND PLAN OF MERGER by and among KORN/FERRY INTERNATIONAL UNITY SUB, INC., PERSONNEL DECISIONS INTERNATIONAL CORPORATION, ITS STOCKHOLDERS, and THE STOCKHOLDER REPRESENTATIVE Dated as of December 5, 2012Agreement and Plan of Merger • December 6th, 2012 • Korn Ferry International • Services-employment agencies • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of December 5, 2012, by and among Korn/Ferry International, a Delaware corporation (“Buyer”), Unity Sub, Inc., a Delaware corporation and wholly owned subsidiary of Buyer (“Merger Subsidiary”), Personnel Decisions International Corporation, a Delaware corporation (the “Company”), the Stockholders (as defined below), and PDI Stockholder Representative, LLC, a Delaware limited liability company (“PDISR”), solely in its capacity as the Stockholder Representative.
