Exhibit 10.5
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¨
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Optionee’s Copy
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¨
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Company’s
Copy
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FTI C ONSULTING , I NC .
2004 L ONG
- TERM I NCENTIVE P LAN
I NCENTIVE S TOCK O PTION A GREEMENT
To:
(“ Optionee ”):
FTI Consulting, Inc. (the “
Company ”) has granted (the “
Award ”) you an option (the “
Option ”) under the FTI Consulting, Inc.
2004 Long-Term Incentive Plan, as amended from time to time (the
“ Plan ”), to purchase
(
) shares of the common stock, $0.01 par value (“ Common
Stock ”) of the Company (the “
Shares ”), at $ per
share (the “ Exercise Price ”). The
effective Date of Grant will be
, subject to your signing and promptly returning a copy of this
Agreement (as defined below) to the Company. The Exercise Price is
equal to the closing price of a share of Common Stock on the New
York Stock Exchange (the “ NYSE ”) (or
any other successor principal securities exchange or market on
which the Company’s common stock may be listed or traded from
time to time) plus ten percent (10%).
This agreement (the “
Agreement ”) evidences the grant of the Option,
which is subject in all respects to the applicable provisions of
the Plan. This Agreement incorporates the Plan by reference and
specifies other applicable terms and conditions of your Option. A
copy of the Plan and the Prospectus for the Plan, as amended 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 for the Plan,
as amended from time to time (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, MD
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.
All terms not defined by this
Agreement have the meanings given in the Plan. The Option is
intended to be an “incentive stock option” within the
meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the “ Code ”), to the fullest
extent permitted by that Section. The Company, however, does not
warrant any particular tax consequences of the Option. Any portion
of the Option that exceeds the statutory limit under Code
Section 422 will be treated as a nonstatutory stock
option.
In addition to the terms,
conditions, and restrictions set forth in the Plan, the following
terms, conditions, and restrictions apply to the Option:
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a.
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You may
exercise the Option if the closing price of a share of Common Stock
of the Company as reported on the NYSE (or any other successor
principal securities exchange or market on which the
Company’s Common Stock may be listed or traded from time to
time) achieves a cumulative 25% increase in market values, but not
earlier than
. Notwithstanding the foregoing, the Option will become fully
exercisable eight years after the Date of Grant.
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b.
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The Option will
expire at 5:00 p.m. Eastern Time on
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c.
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The Option will
become exercisable in full immediately before the occurrence of a
Change in Control, as defined in the Plan.
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d.
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The Option will
become exercisable in full upon your death.
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e.
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If your
employment terminates the Option will be treated in accordance with
the provisions of your Employment Agreement with the Company as
then in effect, which terms are incorporated by reference
herein.
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f.
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You may
exercise the Option only in multiples of whole Shares and may not
exercise the Option as to fewer than one hundred shares (unless the
Option is then exercisable for fewer than one hundred Shares) at
any one time. At the time of exercise, the Company will round down
any fractional shares but will not make any cash or other payments
in settlement of fractional shares eliminated by
rounding.
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(2)
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Subject to this
Agreement and the Plan, you may exercise the Option only by notice
to the Company, in such form and manner as the Committee may
require, on or before the Option’s expiration date or earlier
forfeiture. Each such notice must:
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a.
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state the
election to exercise the Option and the number of Shares with
respect to which it is being exercised;
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b.
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contain such
representations as the Company may require; and
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c.
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be accompanied
by full payment of the Exercise Price payable for the Shares or
properly executed, irrevocable instructions, in such manner and
form as the Committee may require, to effectuate a broker-assisted
cashless exercise through a brokerage firm acceptable to the
Committee. The Exercise Price may be paid to the Company via cash,
check, money order or wire transfer, and subject to such limits as
the Committee may impose from time to time, tender (via actual
delivery or attestation) of other shares of the Company’s
Common Stock previously owned by you.
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For all purposes of the Plan, the
date of exercise will be the date on which you have delivered the
notice and any required payment (or, in the case of a
broker-assisted cashless exercise, irrevocable broker instructions
acceptable to the Committee) to the Company.
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(3)
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You agree to
give prompt notice to the Company if you dispose of any Shares
acquired upon exercise of the Option within one (1) year after
you acquire them or within two (2) years after the Date of
Grant.
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(4)
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You will forfeit any unexercised
portions of the Option upon either your resignation or the
termination of your employment or service relationship with the
Company or its Affiliate for
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2
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any reason unless
(i) you terminate due to death or Total and Permanent
Disability, (ii) the Committee determines otherwise at any
time, or (iii) your Employment Agreement in effect at the time
at issue, if any, provides otherwise. Unless your Employment
Agreement as then in effect provides otherwise with respect to any
term below, the following term or terms (in whole or in part) will
apply:
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a.
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If you
terminate due to death, your Option will remain exercisable for
twelve (12) months after the date of your death, and any
unexercised portions will be forfeited thereafter.
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b.
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If you
terminate due to your Total and Permanent Disability, your Option
will remain exercisable for twelve (12) months after the date
of your termination due to Total and Permanent Disability, or five
(5) business days after the
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