Exhibit 10.95
December 31, 2008
Eric B. Miller
Executive Vice President and General
Counsel
c/o FTI Consulting, Inc.
500 East Pratt Street
Suite 1400
Baltimore, Maryland 21202
Re. Amendment to Letter
Agreement .
Dear Eric:
You have previously entered into an
offer letter agreement with FTI Consulting, Inc. (the “
Company ”) on April 26, 2006 (the “
Agreement ”) pursuant to which you may become entitled
to severance benefits from the Company under certain circumstances.
In light of recent changes in federal tax law regarding
nonqualified deferred compensation, which may potentially cover the
severance benefits under the Agreement, the Company is proposing
this amendment to the provisions of the Agreement to ensure
compliance with the requirements of Section 409A of the
Internal Revenue Code of 1986, as amended, and the treasury
regulations and other official guidance promulgated
thereunder.
In addition to the proposed
amendment to comply with the requirements of Section 409A, it
is necessary for the Agreement to be amended to address recent
developments related to the “performance-based
compensation” exemption under Section 162(m) of the
Internal Revenue Code. In general, Section 162(m) disallows
the corporate tax deduction for certain compensation paid in excess
of $1,000,000 annually to each of the chief executive officer and
the four other most highly paid executive officers of publicly-held
companies (excluding the chief financial officer). Certain
modifications to the severance provisions of the Agreements are
necessary to preserve the deductibility by the Company of the
annual bonus payments made by the Company to you during your
employment. The revisions to the severance provisions do not
materially alter the economic protections originally intended to be
provided to you under the Agreement.
If the provisions of this amendment
(as set forth below) are acceptable to you, please sign and date
one copy of this amendment in the space provided at the end of this
letter and return the same to Joanne F. Catanese, Associate General
Counsel and Secretary, for the Company’s records.
The first sentence of the Severance
Protection paragraph of the Agreement is hereby deleted in its
entirety and replaced with the following:
“In the event that you are
terminated without Cause or terminate your employment for Good
Reason (i) within three years following the Effective Date of
your employment, or (ii) after three years from the Effective
Date of your employment during the two year period following a
Change of Control, you will be entitled to a cash payment of
(i) your then current base salary plus (ii) $700,000 (the
“Severance Payment”).”
