Exhibit 99.6
FTI C ONSULTING , I NC .
2009 O MNIBUS I NCENTIVE C OMPENSATION P LAN
R ESTRICTED S TOCK A GREEMENT 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 shares (the “ Award Shares ”)
of the Company’s common stock, $0.01 par value (the “
Common Stock ”), under the FTI Consulting,
Inc. Non-Employee Director Compensation Plan, as Amended and
Restated Effective as of February 20, 2008, as further amended
or restated from time to time (the “ Director
Plan ”), conditioned upon your agreement to the terms
and conditions described below. The effective date of grant will be
,
2 (the “ Grant Date
”), subject to your promptly signing and returning a copy of
this agreement (the “ Agreement ”) to the
Company and delivering to the Company a stock power, endorsed in
blank, with respect to the Award Shares.
This Agreement evidences the Award
of the Award Shares. The Award is subject in all respects to and
incorporates by reference the terms and conditions of the Director
Plan and 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 “ Omnibus
Plan ”). By executing this Agreement, you acknowledge
that you have received a copy of the Director Plan, the Prospectus
for the Director Plan, as amended or restated from time to time
(the “ Director Plan Prospectus ”), the
Omnibus Plan and the Prospectus for the Omnibus Plan, as further
amended or restated from time to time (the “ Omnibus
Plan Prospectus ”). You may request additional copies
of the Director Plan, the Director Plan Prospectus, the Omnibus
Plan or the Omnibus 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 Omnibus Plan
Prospectus (described more fully at the end of the Omnibus Plan
Prospectus), as well as all reports, proxy statements and other
communications distributed to the Company’s security holders
generally. This Agreement and the Award are made in consideration
of your service as a member of the Board of Directors of the
Company.
1. Terminology; Conformity;
Conflicts . All terms not defined in this Agreement have the
meanings given in, first, the Director Plan, and if not defined in
the Director Plan, second, in the Omnibus Plan. Unless otherwise
specifically provided in this Agreement, in the event of a
conflict, inconsistency or ambiguity between or among any
provision, term or condition of this Agreement, the Omnibus Plan,
or the Director Plan, the provisions of, first, the Director Plan,
second, the Omnibus Plan, and lastly, this Agreement, will control
in that order of priority, except in the case of Section 12 of
this Agreement which will control in all cases.
2. Terms and Conditions of this
Award . The following terms and conditions will
apply:
(a) Vesting . All of the
Award Shares are nonvested, nontransferable and forfeitable as of
the Grant Date. The Award Shares will vest and become transferable
and no longer subject to risk of forfeiture as to 100% of the Award
Shares on the first anniversary of the Grant Date.
(b) Acceleration of Vesting .
All outstanding Award Shares will become fully vested, transferable
and nonforfeitable upon the earliest of:
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i.
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the occurrence
of a Change in Control (such vesting will be deemed to occur
immediately before such Change in Control),
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iv.
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your
termination date if your termination of service as a member of the
Board is in accordance with the provisions of Section 7.1(e)
of the Director Plan.
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(c) Termination Date . All
Award Shares that are unvested as of your termination date, subject
to the acceleration of vesting provisions herein, shall be
forfeited to the Company for no consideration on such termination
date.
3. Restrictions on Transfer .
You may not sell, assign, transfer, pledge, 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. The Company
will not be required to recognize on its books any action taken in
contravention of these restrictions.
4. 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, 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
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form to your designated broker on your behalf.
If you are deceased at the time that a delivery of share
certificates is to be made, the certificates will be delivered to
your executor, administrator, or personal
representative.
(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; and
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ii.
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compliance with
any requests for representations.
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5. Taxation .
(a) Tax Withholding . Since
you are not an employee of the Company or any Affiliate, the
Company is not required to, and the Company will not, deduct from
any compensation or any other payment of any kind due you the
amount of any federal, state, local or foreign taxes required to be
paid by you as a result of the grant or vesting of the Award Shares
in whole or in part. You expressly acknowledge that you are solely
responsible for the payment of any such federal, state, local or
foreign taxes, and you may not rely on the Company for
any
