EXHIBIT 10.33
[__] Optionee’s Copy
[__] Company’s Copy
FTI
CONSULTING, INC. 2004 LONG-TERM INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
To
(“
Optionee ”):
FTI Consulting, Inc. (the “
Company ”) has granted (the “
Award ”) you an option (the “
Option ”) under the FTI Consulting, Inc. 2004
Long-Term Incentive Plan, as amended from time to time (the “
Plan ”), to purchase
shares
of the common stock, $0.01 par value (“ Common
Stock ”) of the Company (the “
Shares ”), at
$ per
share (the “ Exercise Price ”). The
effective Date of Grant will be
,
subject to your signing and promptly returning a copy of this
Agreement (as defined below) to the Company.
This agreement (the “
Agreement ”) evidences the grant of the Option,
which is subject in all respects to the applicable provisions of
the Plan. This Agreement incorporates the Plan by reference and
specifies other applicable terms and conditions of your Option. A
copy of the Plan and the Prospectus for the Plan, as amended from
time to time (the “ Prospectus ”), is
attached. By executing this Agreement, you acknowledge that you
have received a copy of the Plan and the Prospectus for the Plan,
as amended from time to time (the “ Prospectus
”). You may request additional copies of the Plan or
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 Prospectus (described more fully at the
end of the Prospectus), as well as all reports, proxy statements
and other communications distributed to the Company’s
security holders generally. This Agreement and the Award of the
Option for the Shares are made in consideration of your
service-providing relationship with the Company and in fulfillment
of applicable terms of your Agreement dated as of
(“
Agreement ”), if any, between you and the
Company or an Affiliate of the Company.
All terms not defined by this
Agreement have the meanings given in the Plan. The Option is not
intended to be an “incentive stock option” within the
meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the “ Code ”).
In addition to the terms,
conditions, and restrictions set forth in the Plan, the following
terms, conditions, and restrictions apply to the Option:
1
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(1)
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You may not
exercise the Option before
,
except as otherwise provided below.
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a.
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Thereafter,
except as provided otherwise in this Agreement, you may exercise
the Option to purchase Shares as follows:
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i.
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Up to
Percent
( %) of the Shares
on or after
;
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ii.
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Up to
Percent
( %) of the Shares
on or after
; and
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iii
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Up to
Percent
( %) of the Shares
on or after
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iii.
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All of the
Shares on or after
,
for a total of
Shares.
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b.
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The Option will
expire at 5:00 p.m. Eastern Time on
.
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c.
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The Committee
may, in its sole discretion, accelerate the time at which you may
exercise part or all of the Option.
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d.
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The Option will
be treated in accordance with the Plan upon a Change in Control, as
defined in the Plan.
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e.
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The Option will
vest in full upon your death and will be exercisable until the
earlier of (i) the Option’s original term or
(ii) the
anniversary
date of your death.
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f.
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If your
service-providing relationship ends due to your Disability (as
defined in your Agreement), your Option will vest in full upon your
termination of service-providing relationship due to your
Disability and will continue to be exercisable until the earlier of
(i) the Option’s original term or (ii) the
anniversary
date of such termination.
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g
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If your
service-providing relationship is terminated by the Company or an
Affiliate of the Company without “Cause” (as defined in
your Agreement), or upon your termination of the Agreement based on
a “Breach of Contract” (as defined in your Agreement),
the Option will vest in full upon such termination and will be
exercisable until the earlier of (i) the Option’s
original term or (ii) the ninetieth day after such
termination.
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h.
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If your
service-providing relationship is terminated by the Company or an
Affiliate of the Company with “Cause” or by you without
a “Breach of Contract,” you will immediately forfeit
any unvested and vested but unexercised portions of such Option
upon your cessation of service-providing relationship.
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2
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i.
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If your
service-providing relationship is terminated on the last day of the
Term of your Agreement (without grounds for earlier termination)
(as defined in the Agreement), your Option will be forfeited if you
do not exercise your vested Options by the close of business on
.
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j.
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You may
exercise the Option only in multiples of whole Shares and may not
exercise the Option as to fewer than one hundred shares (unless the
Option is then exercisable for fewer than one hundred Shares) at
any one time. At the time of exercise, the Company will round down
any fractional shares but will not make any cash or other payments
in settlement of fractional shares eliminated by
rounding.
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(2)
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Subject to this
Agreement and the Plan, you may exercise the Option only by notice
to the Company, in such form and manner as the Committee may
require, on or before the Option’s expiration date or earlier
forfeiture. Each such notice must:
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a.
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state the
election to exercise the Option and the number of Shares with
respect to which it is being exercised;
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b.
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contain such
representations as the Company may require; and
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c.
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be accompanied
by full payment of the Exercise Price payable for the Shares or
properly executed, irrevocable instructions, in such manner and
form as the Committee may require, to effectuate a broker-assisted
cashless exercise through a brokerage firm acceptable to the
Committee.
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