Exhibit 99.1
¨
Optionee’s Copy
¨
Company’s Copy
FTI CONSULTING, INC. 2006 GLOBAL
LONG-TERM INCENTIVE PLAN
INCENTIVE STOCK OPTION
AGREEMENT
To
(“ Optionee ”):
FTI Consulting, Inc. (the “
Company ”) has granted you an award (the
“ Award ”) of an option (the “
Option ”) under the FTI Consulting, Inc. 2006
Global Long-Term Incentive Plan, as adopted effective June 6,
2006, as further 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
, 2 ,
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 and the Award of the Option for the Shares
are made in consideration of your employment with the Company or
Employer (as hereafter defined) and in fulfillment of applicable
terms of your Employment Agreement dated
, 2
(“ Employment Agreement ”), if any,
between you and the Company or an Affiliate of the Company (the
“ Employer ”). This Agreement
incorporates the Plan by reference and any terms and conditions
relating to the Option or this Award contained in the Employment
Agreement (if applicable), 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. 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.
All terms not defined by this
Agreement have the meanings given in the Plan (or if applicable,
the Employment Agreement).
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
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particular tax consequences of the Option. Any
portion of the Option that does not meet the applicable
requirements 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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Exercise . You may not exercise the Option before
, 2 ,
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 One-Third
(1/3) of the Shares on or after
, 2
;
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ii.
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Up to
Two-Thirds (2/3) of the Shares on or after
, 2 ;
and
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iii.
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All of the
Shares on or after
, 2 , 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
, 2
.
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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 before the occurrence of a
Change in Control (as defined in the Plan).
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e.
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The Option will
become exercisable in full upon your death.
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f.
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If you
terminate employment due to your Total and Permanent Disability (as
hereafter defined), your Option will continue to become exercisable
as provided above for an additional twelve (12) months
following your termination. For purposes of this Agreement, “
Total and Permanent Disability ” has the
meaning ascribed to such term or words of similar import in your
Employment Agreement, if applicable, and, in the absence of an
effective Employment Agreement, means the inability to engage in
any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to
result in your death or which has lasted or can be expected to last
for a continuous period of not less than twelve months. The
Committee may require such proof of Total and Permanent Disability
as the Committee in its sole discretion deems appropriate and the
Committee’s good faith determination as to whether and when
you are totally and permanently disabled will be final and binding
on all parties concerned.
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g.
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You may
exercise the Option only in multiples of whole Shares and may
not
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2
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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Method of
Exercise . 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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For all purposes of this Agreement
and 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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Notice of
Certain Disposition . 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 Date of Grant.
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(4)
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Forfeiture . 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 Employer for
any reason unless (i) you terminate due to death or
Total and Permanent Disability, or (ii) your Employment
Agreement in effect at the time at issue, if any, provides
otherwise.
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a.
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If you
terminate due to death and subject to the expiration date of
Section (1)(b), your Option will remain exercisable for twelve
(12) months after the date of your death, and any unexercised
portions will be forfeited thereafter.
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b.
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If you
terminate due to your Total and Permanent Disability and subject to
the expiration date of Section (1)(b), your Option will remain
exercisable for twelve
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3
(12) months after the date of your
termination due to Total and Permanent Disability, or five
(5) business days after the latest date that your Option
becomes exercisable during those twelve (12) months, if later,
and any unexercised portions will be forfeited
thereafter.
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c.
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If you cease to
be a “common law employee” of the Company or any of its
Affiliates but you continue to provide bona fide services (which
shall not include any period of salary continuation commencing
after termination due to your Employment Agreement (if applicable)
or any Company severance plan) to the Company or any of its
Affiliates following such cessation in a different capacity,
including without limitation as a director, consultant or
independent contractor, then a termination of your employment or
service relationship will not be deemed to have occurred for
pu
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