Exhibit 99.5
FTI C ONSULTING , I NC .
2009 O MNIBUS I NCENTIVE C OMPENSATION P LAN
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
stock
units (the “ Stock Units ”) 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 “ Omnibus Plan ”),
conditioned upon your agreement to the terms and conditions
described below. Each 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
or restated from time to time (the “ Director
Plan ” ), to defer receipt of your Annual
Retainer payment that was otherwise payable in cash.
This Stock Unit Agreement for
Non-Employee Directors (the “ Agreement
”) evidences the Award of the Stock Units. The Award is
subject in all respects to and incorporates by reference the terms
and conditions of the Omnibus Plan and the Director
Plan.
By executing this Agreement, you
acknowledge that you have received a copy of the Omnibus Plan, the
Prospectus for the Omnibus Plan, as further amended or restated
from time to time (the “ Omnibus Plan
Prospectus ”), the Director Plan, and the Prospectus
for the Director Plan, as Amended and Restated Effective as of
February 20, 2008, as further amended or restated from time to
time (the “ Director Plan Prospectus ”).
You may request additional copies of the Omnibus Plan, the Omnibus
Plan Prospectus, the Director Plan, and the Director 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.
1. Terms and Conditions of this
Award . The following terms and conditions will
apply:
(a) Credit to Account . The
Stock Units shall be credited to your Account as of the Grant
Date.
(b) Vesting . All of the
Stock Units are fully vested and nonforfeitable as of the Grant
Date.
(c) Payment .
i. Timing . The Stock Units
under this Award will be settled in shares of Common Stock upon or
as soon as practicable following a Payment Date.
ii. Issuance of Shares of Common
Stock . Upon payment, 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 Stock Units credited to your
Account.
iii. Registration of Shares .
The shares of Common Stock issued in settlement of the 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
Stock Units and Issuance of Shares of Common Stock . The grant
of the Stock Units and issuance of shares of Common Stock upon
settlement of the 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 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 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 payment of the 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:
(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
(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 (as hereafter defined) (if necessary), or upon your
estate’s behalf after your death, is appropriately
authorized.
(d) Dividend Equivalents . As
of the payment date of any dividend (whether in cash or in kind),
your Account will be credited with a number of additional 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 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 Stock Units will only be credited to your Account if
sufficient shares of Common Stock are available for award under the
Omnibus Plan, or another equity compensation plan approved by
stockholders of the Company, as of the dividend payment date to
credit such Stock Units.
2. Restrictions on Transfer .
Prior to settlement, you may not sell, assign, transfer, pledge,
hypothecate, encumber or dispose of in any way (whether by
operation of law or otherwise) any Stock Units, and Stock Units may
not be subject to execution, attachment or similar process. Any
sale or transfer, or purported sale or transfer, shall be null and
void. The Company will not be required to recognize on its books
any action taken in contravention of these restrictions.
3. Legends . The Company may
at any time place legends referencing any applicable federal, state
or foreign securities law restrictions on all certificates
representing shares of Common Stock issued pursuant to this
Agreement. You will, at the request of the Company, promptly
present to the Company any and all certificates representing shares
acquired pursuant to this Agreement in your possession in order to
carry out the
