Exhibit 10.2
Non-Employee Director Restricted
Stock Unit Agreement
¨ Recipient’s
Copy
¨ Company’s
Copy
FTI C ONSULTING , I NC .
D EFERRED C OMPENSATION P LAN
F OR K EY E MPLOYEES AND N ON -E MPLOYEE D IRECTORS
R ESTRICTED S TOCK U NIT A GREEMENT FOR N ON -E MPLOYEE D IRECTORS U NDER
THE N ON -E MPLOYEE D IRECTOR C OMPENSATION P LAN , AS A MENDED AND
R ESTATED E FFECTIVE AS OF F EBRUARY 20, 2008
To
:
FTI Consulting, Inc., a Maryland
corporation (the “ Company ”), has
granted you an award (this “ Award ”) of
restricted stock units (the “ Restricted Stock
Units ”) under the FTI Consulting, Inc. Deferred
Compensation Plan for Key Employees and Non-Employee Directors, as
adopted effective June 6, 2006, as further amended from time
to time (the “ Plan ”), conditioned upon
your agreement to the terms and conditions described below. Each
Restricted Stock Unit represents, on the books of the Company, a
unit which is equivalent to one share of the Company’s common
stock, $0.01 par value (the “ Common Stock
”). The effective date of grant will be
, 20 (the “ Grant
Date ”), subject to your promptly signing and
returning a copy of this Agreement (as defined below) to the
Company. The Award has been made in fulfillment of your election
under the FTI Consulting, Inc. Non-Employee Director Compensation
Plan, as Amended and Restated Effective as of February 20,
2008, as further amended from time to time (the “
Director Compensation Plan ”), to receive your
Cyclical Equity Grant in the form of Restricted Stock
Units.
This Restricted Stock Unit Agreement
for Non-Employee Directors (the “ Agreement
”) evidences the Award of the Restricted Stock Units. The
Award is subject in all respects to and incorporates by reference
the terms and conditions of the Plan and the Director Compensation
Plan.
By executing this Agreement, you
acknowledge that you have received a copy of the Plan, the
Prospectus for the Plan, as amended from time to time (the “
Plan Prospectus ”), the Director Compensation
Plan, and the Prospectus for the Director Compensation Plan, as
Amended and Restated Effective as of February 20, 2008, as
further amended from time to time (the “ Director
Compensation Plan Prospectus ”). You may request
additional copies of the Plan, the Plan Prospectus, the Director
Compensation Plan, and the Director Compensation Plan 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 Plan Prospectus (described more fully at the end of
the Plan Prospectus), as well as all reports, proxy statements and
other communications distributed to the Company’s security
holders generally.
1. Terms and Conditions of this
Award . The following terms and conditions will
apply:
(a) Credit to Account . The
Restricted Stock Units shall be credited to your Account as of the
Grant Date.
(b) Vesting . All of the
Restricted Stock Units are nonvested and forfeitable as of the
Grant Date. The Restricted Stock Units will vest and no longer be
subject to risk of forfeiture as to 100% of the Restricted Stock
Units on the first anniversary of the Grant Date. Notwithstanding
the foregoing,
all outstanding unvested Restricted Stock Units
will become fully vested and nonforfeitable upon the earliest of:
(1) the occurrence of a Change in Control (as hereafter
defined) or a Change in Control Event (such vesting will be deemed
to occur immediately before such Change in Control or a Change in
Control Event), (2) your death, or (3) your Disability
(as hereafter defined).
(c) Settlement or Forfeiture
.
i. Timing . Vested Restricted
Stock Units under this Award will be settled in shares of Common
Stock upon or as soon as practicable following the earlier of
(i) your Termination Date or (ii) the occurrence of a
Change in Control Event. Any Restricted Stock Units that are
unvested as of your Termination Date shall be forfeited for no
consideration on your Termination Date.
ii. Issuance of Shares of Common
Stock . Upon settlement, subject to Sections
1(c)(iii)-(vi) of this Agreement, the Company shall issue to
you, or your estate as applicable, a number of shares of Common
Stock equal to the number of vested Restricted Stock Units credited
to your Account.
iii. Registration of Shares .
The shares of Common Stock issued in settlement of the vested
Restricted Stock Units shall be registered in your name, or, if
applicable, in the names of your heirs or your estate. In the
Company’s discretion, such shares may be issued either in
certificated form or in uncertificated, book entry form. The
certificate or book entry account shall bear such restrictive
legends or restrictions as the Company, in its sole discretion,
shall require. If delivered in certificate form, the Company may
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 if Disabled 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,
or legally authorized guardian or personal representative (as
applicable).
iv. Restrictions on Grant of
Restricted Stock Units and Issuance of Shares of Common Stock .
The grant of the Restricted Stock Units and issuance of shares of
Common Stock upon settlement of the vested Restricted Stock Units
will be subject to and in compliance with all applicable
requirements of federal, state or foreign law with respect to such
securities. No shares of Common Stock may be issued hereunder if
the issuance of such shares would constitute a violation of any
applicable federal, state or foreign securities laws or other law
or regulations or the requirements of any stock exchange or market
system upon which the Common Stock may then be listed. The
inability of the Company to obtain from any regulatory body having
jurisdiction the authority, if any, deemed by the Company’s
legal counsel to be necessary to the lawful issuance of any shares
subject to the Restricted Stock Units shall relieve the Company of
any liability in respect of the failure to issue such shares as to
which such requisite authority shall not have been obtained. As a
condition to the settlement of the vested Restricted Stock Units,
the Company may require you to satisfy any qualifications that may
be necessary or appropriate, to evidence compliance with any
applicable law or regulation and to make any representation or
warranty with respect thereto as may be requested by the
Company.
v. Fractional Shares . The
Company will not be required to issue fractional shares of Common
Stock upon settlement of the vested Restricted Stock Units.
Fractional shares of Common Stock will be rounded down to the
nearest whole share.
vi. Postponement of Delivery
. The Company may postpone the issuance and delivery of any shares
of Common Stock provided for under this Agreement for so long as
the Company determines to be necessary or advisable to satisfy the
following:
2
(1) the completion or amendment of
any registration of such shares or satisfaction of any exemption
from registration under any securities law, rule, or
regulation;
(2) compliance with any requests for
representations; and
(3) receipt of proof satisfactory to
the Company that a person seeking such shares on your behalf upon
your Disability (if necessary), or upon your estate’s behalf
after your death, is appropriately authorized.
(d) Dividend Equivalents . As
of the date the Company pays any dividend (whether in cash or in
kind) on shares of Common Stock, your Account shall be credited
with that number of Restricted Stock Units, rounded down to the
nearest whole share, determined by dividing (i) the product of
(A) the amount of the cash dividend per share of Common Stock
multiplied by (B) the number of whole Restricted Stock Units
credited to the Non-Employee Director’s Account as of the
dividend record date, by (ii) the Fair Market Value of a share
of Common Stock on the payment date of the dividend;
provided , that such dividend equivalent Restricted Stock
Units
