Korn Ferry Amended and Restated Employee Stock Purchase Plan
The following constitute the provisions of the Korn Ferry Amended and Restated Employee Stock Purchase Plan (the Plan). This amendment and restatement of the Plan was adopted by the Board of Directors of the Corporation on August 8, 2022, and will become effective when it is approved by the Corporations stockholders.
The purpose of this Plan is to assist Eligible Employees in acquiring a stock ownership interest in the Corporation, at a favorable price and upon favorable terms, pursuant to a plan which is intended to qualify as an employee stock purchase plan under Section 423 of the Code. This Plan is also intended to encourage Eligible Employees to remain in the employ of the Corporation (or a Subsidiary which may be designated by the Committee as Participating Subsidiary) and to provide them with an additional incentive to advance the best interests of the Corporation.
Capitalized terms used herein which are not otherwise defined shall have the following meanings.
Account means the bookkeeping account maintained by the Corporation, or by a recordkeeper on behalf of the Corporation, for a Participant pursuant to Section 7(a).
Board means the Board of Directors of the Corporation.
Code means the Internal Revenue Code of 1986, as amended from time to time.
Committee means the committee appointed by the Board to administer this Plan pursuant to Section 12.
Common Stock means the Common Stock, par value $0.01 per share, of the Corporation, and such other securities or property as may become the subject of Options pursuant to an adjustment made under Section 17.
Company means, collectively, the Corporation and its Subsidiaries (if any).
Compensation means an Eligible Employees regular gross pay. Compensation includes any amounts contributed as salary reduction contributions to a plan qualifying under Section 401(k), 125 or 129 of the Code. Any other form of remuneration is excluded from Compensation, including (but not limited to) the following: bonuses (including sign-on and continuation bonuses), overtime payments, commissions, prizes, awards, relocation or housing allowances, stock option exercises, stock appreciation rights, restricted stock grants, restricted stock units, performance awards, any other compensatory equity awards, auto allowances, tuition reimbursement and other forms of imputed income, incentive compensation, special payments, fees and allowances. Notwithstanding the foregoing, Compensation shall not include any amounts deferred under or paid from any nonqualified deferred compensation plan maintained by the Company.
Contributions means all bookkeeping amounts credited to the Account of a Participant pursuant to Section 7(a).
Corporation means Korn Ferry, a Delaware corporation, and its successors.
Effective Date means October 1, 2003, the date designated by the Board upon its initial adoption of this Plan or any future date as of which the Board amends the Plan in a manner that requires approval of the Corporations stockholders, as the context shall require.
Eligible Employee means any employee of the Corporation, or of any Subsidiary which has been designated in writing by the Committee as a Participating Subsidiary (including any Subsidiaries which have become such after the date that this Plan is approved by the stockholders of the Corporation). Notwithstanding the foregoing, Eligible Employee shall not include any employee:
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who has been employed by the Corporation or a Subsidiary for less than six months; or
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whose customary employment is for 20 hours or less per week.