President Europe, Middle East and Africa (“EMEA”) Employment Agreement - Mr. L. Kevin Kelly

Exhibit 10.1


November 1, 2005


Mr. L. Kevin Kelly Woodcote House

14a Fairmile Avenue

Cobham Surrey

KT11 2JB


Dear Kevin:

On behalf of Heidrick & Struggles International, Inc. (the " Company" ), I am pleased to confirm the terms of your employment arrangement in this letter agreement (the " Agreement" ).

1. Term . Your employment under this Agreement shall have the effective commencement date of July 1, 2005 (the " Effective Date" ) and shall continue for twenty-four (24) months, expiring on July 1, 2007 (the " Initial Term" ), unless further extended or sooner terminated as provided in this Agreement. The term of this Agreement will be extended automatically for successive one (1) year periods after the expiration of the Initial Term, on the same terms and conditions set forth in this Agreement, or on such terms and conditions to which parties hereto may agree in writing, unless either party notifies the other in writing not less than one month prior to the end of the Initial Term, or of any extension thereof, of its or his desire to terminate this Agreement upon the conclusion of the Initial Term or extension thereof of this Agreement. The Initial Term together with any extensions shall be defined as the " Term" of this Agreement.

2. Title and Duties . During the term of this Agreement, you will serve as President Europe, Middle East and Africa (" EMEA" ) of Heidrick & Struggles International, Inc., reporting to the Chief Executive Officer of the Company, with such duties and responsibilities as are customarily assigned to such position, and such other duties and responsibilities not inconsistent therewith as may from time to time be assigned to you by the Chief Executive Officer. You agree that you will devote your full time, energy, and skill to the business of the Company and to the promotion of the Company' s best interest, and shall not work or perform services for any other employer as an employee, consultant or otherwise during the Term. 3. Compensation .

(a) Base Salary . You will receive a monthly Base Salary (Fee/SOB salary) of $25,000.00, which is $300,000.00 annually, inclusive of an annual cash car allowance of $14,500.00. Your base salary is subject to review after 24 months.

(b) Management Salary . In addition to your Base Salary, you will be entitled to an annual Management Salary of $425,000.000, payable in twelve equal monthly installments at the end of each month, minus deductions required by law. Your management salary is distinct from your base salary and is not applied against the relevant Fee/SOB tiers.

(c) Target Management Bonus . You will be eligible for an annual Management Bonus of $425,000.00. You will also participate in the Company' s Management Incentive Plan (Tier I).

(d) Target Fee/SOB Bonus . You will be eligible for an annual Fee/SOB Bonus of $550,000.

(e) Guaranteed Annual Compensation . For the financial year 2005, you are guaranteed that your combined Base Salary (Fee/SOB salary), Management Salary, Fee/SOB Bonus, and Management Bonus will be at least $1,750,000.00. For the financial year 2006, you are guaranteed that your combined Base Salary (Fee/SOB salary), Management Salary, Fee/SOB Bonus and Management Bonus will be at least $1,500,000.00.

(f) General Provisions Regarding Bonuses. Except as explicitly set forth herein, all bonuses, including the Management Bonus and Fee/SOB Bonus, are discretionary and are not earned until approved by the Compensation Committee and/or Board of Directors of the Company. Bonuses will be payable only if you are in the Company' s employ and not on notice on the regular bonus payment date. (g) Incentive Compensation and Other Plans . You will be entitled to participate in other management compensation plans, including the Management Stock Option Plan, the Change in Control Severance Plan at Tier I and the Severance Pay Plan as a Top Employee, as such plans may be amended from time to time.

4. Benefits . You will be eligible to participate in the Company' s benefit programs at the same level as other senior executives of the Company on your effective date. Our benefits program includes group health, dental, vision, life/AD&D, long-term disability, short-term disability salary continuation, paid holidays, Flexible Spending Account, and the Heidrick & Struggles, Inc. 401(k) Profit-Sharing and Retirement Plan. You will also be eligible to participate in the Company' s Physical Examination and Financial Planning Program. Your eligibility for all such programs and plans is determined under the terms of those programs/plans. Any discrepancy between this summary and the company' s plan documents will be resolved in favor of the plan documents. Our benefits program, compensation programs, and policies are reviewed from time to time by Company management and may be modified, amended, or terminated at any time.

5. Expenses . The Company will reimburse you for your business expenses in accordance with its policies. 6. Secondment . You will be assigned to work in the Company' s office in London, England, though the Company reserves the right to require you to work from another location on a temporary basis or to

transfer you to another office or to an affiliated company. Your assignment is expected to continue for a maximum of two years unless we otherwise mutually agree. At the conclusion of your assignment, the Company will make reasonable efforts to assign you to a mutually agreeable position within the Company and its related Companies. The Company will provide you with relocation benefits per Company policy for whatever that next assignment might be should it be outside the United Kingdom. If no mutually agreeable position is found, the Company will provide you with severance pursuant to Company policy as then in effect, and pay for you to relocate back to the United States according to the company relocation policy in operation at that time. In addition to your regular compensation, as set forth in Section 3 of this Agreement, during the time you are assigned to the Company' s London office you will be eligible for the following expatriot benefits:

(a) Relocation Expenses. The Company will reimburse you for the following expenses related to your relocation: ullet Reasonable moving expenses for normal household goods from Tokyo to London, including the cost of moving two vehicles. ullet Reasonable necessary additional fit-out costs for your accommodation.

ullet Business class flights for you and those family members who will be relocating with you.


It is anticipated that the total cost will be no more than a320,000 and will be reimbursed to you subject to the provision of actual expenses invoiced.

(b) Housing Expenses. The Company will rent or lease on your behalf accommodation of your choice within commuting distance of London and will contribute up to a maximum value of a36,890 per calendar month towards your housing costs (covering rent, management fees, government rates and utilities). The Company will recover from you on a monthly basis any amount that it spends on your behalf over and above this figure. The Company will also cover any realtor brokerage costs and deposit requirements related to your housing.

During the period before you locate permanent housing, the Company will provide appropr ...