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Exhibit 10.60
FTI Consulting, Inc. 2006 Global Long-Term
Incentive Plan
Appendix II: Australian Sub-Plan
This Appendix II applies to any Awards that are made pursuant to
the FTI Consulting, Inc. 2006 Global Long-Term Incentive Plan (the
" Plan ") to Eligible Employees who are residents of
Australia and who are or may become subject to income tax in
Australia.
This Appendix II shall be read in conjunction with the Plan and
is subject to the terms and conditions of the Plan; provided that
to the extent that the terms and conditions of the Plan differ from
or conflict with the terms of this Appendix II, the terms of this
Appendix II shall prevail.
The terms and conditions of this Appendix II are that of the
Plan, modified as follows:
All definitions set out in this Appendix II shall
prevail over the same definitions set out in the Plan.
1.1 "Affiliate" means any corporation or
entity in which the Company controls the composition of the board
of directors, is in a position to cast or control the casting of
more than 50% of the maximum number of votes that might be cast at
a general meeting of that corporation or entity or hold more than
50% of the issued share capital, as determined by the
Committee.
1.2 "Awards" means any stock option or
stock award relating to the Common Stock of the Company granted
pursuant to the provisions of the Plan.
1.3 "Participant" means an Eligible Person
to whom an Award is made.
2.1 Responsibility The
Participant shall be solely responsible for the satisfaction of any
taxes that may arise, and neither the Company nor any of its
Subsidiaries or Affiliates, nor the Administrator, shall have any
obligation whatsoever to pay such taxes. To the extent the Company,
or any of its Subsidiaries or Affiliates, is required to pay any
tax as a result of the Participant’s receipt or exercise of
an Award, the Participant will indemnify the Company for any such
payment. The Participant may be liable to pay income tax by virtue
of the Income Tax Assessment Act 1936 and Income Tax Assessment Act
1997 or any other similar legislation in any jurisdiction outside
Australia.
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3.
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Common Stock available for the
Sub-Plan
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3.1 Plan Limit
Notwithstanding any other provision of the Plan including Article
4, the Company must not offer Awards under this Plan if, at the
time of the offer, the sum of the number of shares of Common
Stock:
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the subject of the offer;
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•
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which would be issued if all outstanding offers,
invitations or options made or granted under this Plan and any
other employee share plan of any Affiliate were accepted or
exercised; and
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•
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issued under this Plan or issued under any other
employee share plan of any Affiliate during the period of five
years prior to the date of the offer, exceeds 5% of the total
number of issued shares of Common Stock.
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For the purpose of calculating this limit, any
offer made or option acquired or shares of Common Stock issued by
way of or as a result of:
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•
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an offer to a non-Australian resident at the time
of receipt of the offer,
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•
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offers or invitations which do not require
disclosure because of section 708 of the Corporations Act
2001 ; and
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•
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Shares of Commons Stock subject to options which
have elapsed or are otherwise not capable of exercise,
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are to be excluded from the calculation of the
limit.
3.2 Scaling Down . If, as a result of
acceptances received for an offer under this Plan, the number of
shares of Common Stock to be issued to or acquired by Participants
would exceed the limit set forth in Article 1.3.1 of this Appendix
II , the amount of shares of Common Stock to be issued or acquired
under the Plan to each Participant will be scaled down, in the
manner determined by the Committee.
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4.
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Sub-Plan terms and
conditions
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4.1 Provisions applicable to Administration
of the Plan . Notwithstanding any o
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