Exhibit 10.87
AMENDMENT NO. 2 TO EMPLOYMENT
AGREEMENT
THIS AMENDMENT NO. 2 TO EMPLOYMENT
AGREEMENT (this “ Amendment ”) is made
and entered into as of December 31, 2008, by and between FTI
Consulting, Inc., a Maryland corporation (“
Company ”), and Dennis J. Shaughnessy (“
Executive ”).
W I T N E S
S E T H :
WHEREAS, Company and Executive
entered into an Employment Agreement dated September 20, 2004,
which was amended by Amendment No. 1 thereto dated
April 23, 2007 (collectively, the Employment Agreement and
Amendment No. 1 thereto, are referred to herein as the “
Agreement ”); and
WHEREAS, Company and Executive
desire to further amend certain terms and conditions of the
Agreement as set fort herein.
NOW, THEREFORE, in consideration of
the mutual covenants set forth in this Amendment, Company and
Executive hereby agree as follows:
1. Sections 10(b)(iv) and 10(b)(v)
of the Agreement are hereby deleted in their entireties and
replaced with a new Section 10(b)(iv) to read as set forth
below. As a result of the foregoing, old Sections 10(b)(vi) and
10(b)(vii) shall be renumbered as new Sections 10(b)(v) and
10(b(vi), respectively, and all corresponding cross-references to
said Sections throughout the Agreement shall be deemed modified
accordingly.
“(iv) an additional amount
equal to $2,000,000, payable in a lump-sum within ten days
following the date of termination;”
2. Section 10(e)(iii) of the
Agreement is hereby amended and restated to read as
follows:
“(iii) a pro rated incentive
bonus for the calendar year of termination based on the actual
results achieved by the Company as certified by the Compensation
Committee (without regard to any reduction that may apply due to
any subjective performance goal) determined by multiplying the
amount of such bonus which would be due for the full calendar year
by a fraction, the numerator of which is the number of days during
the calendar year of termination that Executive is employed by the
Company and the denominator of which is 365, which amount shall be
paid in a lump sum at the same time as such bonus would otherwise
have been paid for such year; and”
3. The second sentence of
Section 11(b) of the Agreement is hereby amended and restated
to read as follows:
“Any Gross-Up Payment, as
determined pursuant to this Section 11, shall be paid by
Company to Executive within five days of receipt of the Accounting
Firm’s determination, but in no event later than the end of
the taxable year following the taxable year in which the related
taxes are remitted by Executive.”
4. Section 409A
Compliance . A new Section 22 is hereby added to the
Agreement to read in its entirety as follows:
“22. Section 409A
Compliance .
(a) General . If Executive
notifies the Company (with specificity as to the reason therefor)
that Executive believes that any provision of this Agreement (or of
any award of compensation or benefits) would cause Executive to
incur any additional tax or interest under Internal Revenue Code
Section 409A and the regulations and guidance promulgated
thereunder (collectively, “Code Section 409A”) and
the Company concurs with such belief or the Company (without any
obligation whatsoever to do so) independently makes such
determination, the Company shall, with the consent of Executive,
reform such provision to attempt to comply with Code
Section 409A through good faith modifications to the minimum
extent reasonably appropriate to conform with Code
Section 409A. To the extent that any provision hereof is
modified in order to comply with Code Section 409A, such
modification shall be made in g
