Exhibit 10.1
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Non-Employee Director Stock Option Agreement
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| Optionee’s
Copy
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| Company’s
Copy
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FTI C ONSULTING , I NC .
N ON
-E MPLOYEE D IRECTOR C OMPENSATION P LAN
S TOCK O PTION A GREEMENT
To [
] (“ Optionee ”):
FTI Consulting, Inc. (the “
Company ”) has granted (the “
Award ”) you an option (the “
Option ”) under the FTI Consulting, Inc.
Non-Employee Director Compensation 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 is [
, 20__] (the “ Grant Date
”).
This agreement (the “
Agreement ”) evidences the grant of the Option,
which is subject in all respects to the applicable provisions of
the Plan and the FTI Consulting, Inc. 2006 Global Long-Term
Incentive Plan, as Amended and Restated Effective October 25,
2006, as further amended from time to time (the “
LTIP ”). This Agreement incorporates the Plan
and the LTIP by reference and specifies other applicable terms and
conditions of your Option. Copies of the Plan, the Supplemental
Prospectus for the Plan, as amended from time to time (the “
Supplemental Prospectus ”), the LTIP and the
Prospectus for the LTIP, as amended from time to time (the “
LTIP Prospectus ”), are attached. You may
request additional copies of the Plan, the Supplemental Prospectus,
the LTIP or the LTIP 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 LTIP Prospectus (described
more fully at the end of the LTIP 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 pursuant to either
Section 4.4 or Section 5.2 of the Plan.
All terms not defined by this
Agreement have the meanings given in the Plan or the LTIP, as
applicable. 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 ”), and this Agreement shall be so
construed.
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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Vesting and
termination of the Option.
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a.
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Except as
provided otherwise in this Agreement, you may exercise the Option
to purchase Shares in accordance with the provisions marked with an
[ X ] below:
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i.
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[ ] The Option shall be
fully vested and exercisable as to one hundred percent
(100%) of the Shares as of the Grant Date.
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ii.
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[ ] The Option shall be
unvested and unexercisable as of the Grant Date. The Option shall
become vested and exercisable as to one-twelfth (1/12
th
) of the Shares
three months after the Grant Date, and as to an additional
one-twelfth (1/12 th ) of the Shares on such date
every third month thereafter through the three-year anniversary of
the Grant Date, provided that you are a Non-Employee Director on
the applicable vesting date.
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b.
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The Option will
expire at 5:00 p.m. Eastern Time on [
, 20 ] .
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c.
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The Option will
become exercisable in full immediately before the occurrence of a
Change in Control, as defined in the LTIP.
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d.
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The Option will
become vested and exercisable in full upon your death or Disability
(as hereafter defined). For purposes of this Agreement, “
Disability ” means the inability to perform
services on the Board by reason of any medically determinable
physical or mental impairment that is expected to result in death
or last for a continuous period of not less than twelve months. The
“Committee” (which for purposes of this Agreement means
the Board or the Committee as defined under the LTIP, as
applicable) may require such proof of 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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e.
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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, the Plan and the LTIP, 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
represent
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