Exhibit 99.3
FTI C ONSULTING , I NC .
2009 O MNIBUS I NCENTIVE C OMPENSATION P LAN
R ESTRICTED S TOCK A GREEMENT
To
:
FTI Consulting, Inc., a Maryland
corporation (the “ Company ”), has
granted you an award (the “ Award ”) of
restricted shares (the “ Award Shares ”)
of the Company’s common stock, $0.01 par value (the “
Common Stock ”), under the FTI Consulting, Inc.
2009 Omnibus Incentive Compensation Plan, as adopted effective
June 6, 2006, as amended and restated effective June 3,
2009, as further amended or restated from time to time (the “
Plan ”), conditioned upon your agreement to the
terms and conditions described below. The effective “
Grant Date” will be
, 20 , subject to
your promptly signing and returning a copy of this Agreement (as
defined below) to the Company and delivering to the Company a stock
power, endorsed in blank, with respect to the Award
Shares.
This Restricted Stock Agreement (the
“ Agreement ”) evidences the Award of the
Award Shares. This Agreement and the Award of the Award Shares are
made in consideration of your employment with the Company or your
Employer (as hereafter defined) and is subject to any applicable
terms of the written employment agreement or successor agreement,
as amended from time to time (“ Employment
Agreement ”), if applicable, between you and the
Company or an Affiliate of the Company (the “
Employer ”). The Award is subject in all
respects to and incorporates by reference the terms and conditions
of the Plan and any terms and conditions relating to Award Shares
or this Award contained in the Employment Agreement (if
applicable), and specifies other applicable terms and conditions of
your Award Shares.
A copy of the Plan and the
Prospectus for the Plan, as amended or restated from time to time
(the “ Prospectus ”), is attached. By
executing this Agreement, you acknowledge that you have received a
copy of the Plan and the Prospectus. You may request additional
copies of the Plan or Prospectus by contacting the Secretary of the
Company at FTI Consulting, Inc., 500 East Pratt Street, Suite 1400,
Baltimore, Maryland 21202 (Phone: (410) 951-4800). You also
may request from the Secretary of the Company copies of the other
documents that make up a part of the Prospectus (described more
fully at the end of the Prospectus), as well as all reports, proxy
statements and other communications distributed to the
Company’s security holders generally.
1. Terminology; Conflicts .
The Glossary at the end of this Agreement includes definitions of
capitalized words used in this Agreement. All terms not defined in
this Agreement (including the Glossary) have the meanings given in
the Plan (or if applicable, the Employment Agreement). Unless
otherwise specifically provided in this Agreement, in the event of
any conflict, ambiguity or inconsistency between or among any term
in this Agreement, the Plan or your Employment Agreement (if
applicable), the provisions of, first, the Plan, second, your
Employment Agreement (if applicable), and lastly, this Agreement,
will control in that order of priority, except in the case of
Section 14 of this Agreement, which will control in all
cases.
2. Employment Agreement . All
of the Award and Award Shares are nonvested and forfeitable as of
the Grant Date. The Award and Award Shares are granted subject to
the forfeiture, vesting and other provisions specifically set forth
in the Employment Agreement (if
applicable). Notwithstanding anything to the
contrary, the Award and the Award Shares will be subject to and
bound by all terms and conditions in this Agreement and the Plan
not specifically covered by or contrary to the effective Employment
Agreement (if applicable).
3. Terms and Conditions Not
Specifically Set Forth in the Employment Agreement . Absent an
employment agreement or terms and conditions to the contrary in
this Agreement or your Employment Agreement (if applicable), the
following terms and conditions will apply:
(a) Vesting . Your Award
Shares shall be subject to the forfeiture and vesting provisions
marked with an [ X ] below:
[To be Completed at Time of
Grant]
(b) Acceleration of Vesting .
Except as otherwise provided in your effective Employment
Agreement, in which case the terms of your Employment Agreement
will control the treatment of your Award Shares on any of the below
events, all outstanding Award Shares will become fully vested and
nonforfeitable upon the earliest of:
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[To be Completed at Time of
Grant]
(c) Termination of Service .
Except as otherwise provided in your effective Employment
Agreement, in which case the terms of your Employment Agreement
will control the treatment of your Award Shares on any of the
following events; if your Service with the Company and its
Affiliates ceases due to termination (i) by the Company or
your Employer for Cause, or (ii) by you (excepting any
termination by you for Good Reason, if applicable), all Award
Shares that are not then vested and nonforfeitable will be
immediately forfeited for no consideration, or (iii) if your
Service with the Company and its Affiliates ceases for any other
reason, the Award Shares will remain in full effect.
4. Restrictions on Transfer .
You may not sell, assign, transfer, pledge, hedge, hypothecate,
encumber or dispose of in any way (whether by operation of law or
otherwise) any unvested Award Shares, and unvested Award Shares may
not be subject to execution, attachment or similar process. Any
sale or transfer, pledge, hedge, hypothecation, encumbrance or
other disposition, or purported sale or transfer, pledge, hedge,
hypothecation, encumbrance or other disposition, shall be null and
void. The Company will not be required to recognize on its books
any action taken in contravention of these restrictions.
5. Stock Certificates
.
(a) Unvested Shares. You are
reflected as the owner of record of the Award Shares on the
Company’s books. The Company will hold the share certificates
for safekeeping, or otherwise retain the Award Shares in
uncertificated book entry form, until the Award Shares become
vested and nonforfeitable, and any share certificates (or
electronic delivery) representing such unvested shares will include
a legend to the effect that you may not sell, assign, transfer,
pledge, hedge, or hypothecate the Award Shares. You must deliver to
the Company, as soon as practicable after the Grant Date, a stock
power, endorsed in blank, with respect to the Award Shares. If you
forfeit any Award Shares, the stock power will be used to return
the certificates for the forfeited Award Shares to the
Company’s transfer agent for cancellation.
(b) Vested Shares. As soon as
practicable after the Award Shares vest, the Company will deliver a
share certificate to you, or deliver shares electronically or in
certificate form to your designated broker on your behalf. If you
are deceased (or in case of your Total and Permanent Disability and
if necessary) at the time that a delivery of share certificates is
to be made, the certificates will be delivered to your executor,
administrator, legally authorized guardian or personal
representative.
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(c) Legends . Any share
certificates delivered or Award Shares delivered electronically
will, unless the Award Shares are registered and such registration
is in effect, or an exemption from registration is available, under
applicable federal and state law, bear a legend (or electronic
notation) restricting transferability of such Award
Shares.
(d) Postponement of Delivery
. The Company may postpone the issuance and delivery of any Award
Shares for so long as the Company determines to be necessary or
advisable to satisfy the following:
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i.
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the completion
or amendment of any registration of the Award Shares or
satisfaction of any exemption from registration under any
securities law, rule, or regulation;
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ii.
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compliance with
any requests for representations; and
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iii.
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receipt of
proof satisfactory to the Company that a person seeking such Award
Shares on your behalf upon your Total and Permanent Disability (if
necessary), or upon your estate’s behalf after your death, is
appropriately authorized.
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6. Taxation .
(a) Tax Withholding . By
signing this Agreement, you authorize your Employer and the
Company, except as provided below, to deduct from any compensation
or any other payment of any kind due you the amount of any federal,
state, local or foreign taxes required by law to be withheld as a
result of the grant or vesting of the Award Shares in whole or in
part. The Company may, in its discretion, agree that it will, upon
your request, permit you to satisfy, in whole or in part, the
Company’s minimum statutory withholding tax obligation (based
on minimum rates for federal and state law purposes, including
payroll taxes) which may arise in connection with the Award either
by electing to have the Company withhold the issuance of, or
redeem, shares of Common Stock or by electing to deliver to the
Company already-owned shares of Common Stock of the Company, in
either case having a Fair Market Value equal to the amount
necessary to satisfy the statutory minimum withholding amount due.
In lieu of the foregoing, the Company may require you to make a
cash payment to such Employer or the Company equal to the amount
required to be withheld. If you do not make provision for the
payment of such taxes when requested, the Company may refuse to
issue any Common Stock certificate under this Agreement until
arrangements satisfactory to the Committee for such payment have
been made.
(b) Tax Election . You
are advised to seek independent tax advice from your own advisors
regarding the availability and advisability of making an election
under Section 83(b) of the Internal Revenue Code of 1986, as
amended . Any such election, if made, must be made within
30 days of the Grant Date. You expressly acknowledge that you are
solely responsible for filing any such Section 83(b) election
with the appropriate governmental authorities, irrespective of the
fact that such election is also delivered to your Employer or
the
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