Exhibit 10.3
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Recipent’s Copy
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Company’s Copy
FTI CONSULTING,
INC.
2004 LONG-TERM INCENTIVE
PLAN
INCENTIVE STOCK OPTION
AGREEMENT
To Dominic DiNapoli (
“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 100,000 shares of
the common stock, $0.01 par value (“Common
Stock” ) of the Company (the
“Shares” ), at $26.24 per share (the
“Exercise Price” ) on November 1,
2005 ( the “ Grant Date ”),
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. The Award is subject in all respects to and incorporates by
reference the terms and conditions of the Plan. 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. You may request additional copies of
the Plan or Prospectus by contacting the Secretary of the Company
at FTI Consulting, Inc., 900 Bestgate Road, Suite 100, Annapolis,
Maryland 21401 (Phone: (410) 224-8770). 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 employment
with the Company and in fulfillment of applicable terms in the
written employment agreement dated as of the Grant Date between you
and the Company (the “Employment
Agreement” ).
All terms not defined by this Agreement have the
meanings given in the Plan. The Option is intended to be an
“incentive stock option” within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended
(the “Code” ), to the fullest extent
permitted by that Section. The Company, however, does not warrant
any particular tax consequences of the Option. Any portion of the
Option that exceeds the statutory limit under Code Section 422
will be treated as a nonstatutory stock option.
In addition to the terms, conditions, and
restrictions set forth in the Plan, the following terms,
conditions, and restrictions apply to the Option:
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(1)
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You may
exercise the Option on or after the Grant Date only as
follows:
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a.
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Provided you
remain employed with the Company or an Affiliate on the applicable
date and except as provided otherwise in this Agreement, you may
exercise the Option as follows:
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i.
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Up to One-Third
(1/3) of the Shares on or after the Grant Date;
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ii.
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Up to
Two-Thirds (2/3) of the Shares on or after the first
anniversary of the Grant Date; and
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iii.
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All of the
Shares on or after the second anniversary of the Grant
Date.
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b.
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The Option will
expire at 5:00 p.m. Eastern Time on the tenth anniversary of the
Grant Date (the “Expiration Date”
).
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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
become exercisable in full immediately upon termination of your
employment for any or no reason coincident with or during the
12-month period after the Change of Control occurs.
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e.
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The Option will
become exercisable in full upon your termination of employment by
the Company without Cause (as defined in the Employment Agreement)
or by you with Good Reason (as defined in the Employment
Agreement).
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f.
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The Option will
become exercisable in full upon your death or becoming Disabled (as
defined in the Employment Agreement); provided you are employed by
the Company on the date of death or the date you become
Disabled.
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g.
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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. The Exercise Price may be paid to the Company via cash,
check, money order or wire transfer, and subject to such limits as
the Committee may impose from time to time, tender (via actual
delivery or attestation) of other shares of the Company’s
Common Stock previously owned by you.
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2
For all purposes of the Plan, the
date of exercise will be the date on which you have delivered the
notice and any required payment (or, in the case of a
broker-assisted cashless exercise, irrevocable broker instructions
acceptable to the Committee) to the Company.
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(3)
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You agree to
give prompt notice to the Company if you dispose of any Shares
acquired upon exercise of the Option within one (1) year after
you acquire them or within two (2) years after the Grant
Date.
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(4)
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You will
forfeit any unexercised portions of the Option upon either your
resignation or the termination of your employment or service
relationship with the Company or its Affiliate for any reason
except as set forth below or as may otherwise be determined by the
Committee at any time:
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a.
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If your
employment is terminated due to death or Disability (as defined in
the Employment Agr
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