Exhibit 10.2
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Recipient’s Copy
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Company’s Copy
FTI CONSULTING,
INC.
2004 LONG-TERM INCENTIVE
PLAN
RESTRICTED STOCK
AGREEMENT
To Dominic DiNapoli:
FTI Consulting, Inc., a Maryland corporation
(the “Company” ) , has
granted you an award (the “Award”) of
125,000 restricted shares (the “Award
Shares” ) of the Company’s common stock, $0.01
par value (the “Common Stock” ), under
the FTI Consulting, Inc. 2004 Long-Term Incentive Plan, as amended
from time to time (the “Plan” ),
conditioned upon your agreement to the terms and conditions
described below. The effective date of this Award will be
November 1, 2005 (the “Grant Date”
), subject to your promptly signing and returning a copy of this
Agreement (as defined below) to the Company, and delivering to the
Company a stock power, endorsed in blank, with respect to the Award
Shares.
This Agreement (the
“Agreement” ) evidences the Award of the
Award Shares. The Award is subject in all respects to and
incorporates by reference the terms and conditions of the Plan. 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., 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 Award Shares are made in
consideration of your employment with the Company and in
fulfillment of applicable terms of the written employment agreement
dated as of November 1, 2005 (the “Employment
Agreement” ), between you and the Company.
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(1)
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Terminology;
Conflicts. The Glossary
at the end of this Agreement includes definitions of capitalized
words used in this Agreement that are not otherwise defined herein.
Unless otherwise specifically provided in this Agreement, in the
event of any conflict, ambiguity or inconsistency between or among
any term, condition or defined term in this Agreement and the Plan,
the provisions of, first, the Plan, and second, this Agreement,
will control in that order of priority, except in the case of
Section 13 of this Agreement which will control in all
cases.
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(2)
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Terms and
Conditions of the Award. The following terms and conditions will apply to
the Award:
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a.
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Vesting
. All of the Award Shares are
nonvested and forfeitable as of the Grant Date. So long as your
Service with the Company or an Affiliate of the Company continues
through the applicable date upon which vesting is scheduled to
occur, one-ninth of the Award Shares will vest and become
nonforfeitable on
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December 31, 2006, and
one-ninth of the Award Shares will vest and become nonforfeitable
on each anniversary of such date, such that 100% of the Award
Shares will be vested and nonforfeitable on December 31, 2014.
None of the Award Shares will become vested and nonforfeitable
after your Service with the Company and its Affiliates ceases
unless this Agreement provides to the contrary.
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b.
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Acceleration
of Vesting . All
outstanding Award Shares will become fully vested and
nonforfeitable upon the earliest of:
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i.
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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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ii.
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termination of
your Service by the Company without Cause,
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iii.
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termination of
your Service by you with Good Reason,
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v.
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your becoming
Disabled.
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c.
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Termination
of Service . If your
Service with the Company and its Affiliates ceases due to
termination (i) by the Company for Cause, or (ii) by you
without Good Reason, all Award Shares that are not then vested and
nonforfeitable will be immediately forfeited for no consideration.
If your Service with the Company and its Affiliates ceases for any
other reason, the Award Shares will remain in full
effect.
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(3)
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Restrictions
on Transfer. You may not
sell, assign, transfer, pledge, hypothecate, encumber or dispose of
in any way (whether by operation of law or otherwise) any unvested
Award Shares, and unvested Award Shares may not be subject to
execution, attachment or similar process. The Company will not be
required to recognize on its books any action taken in
contravention of these restrictions.
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a.
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Unvested
Shares . You are
reflected as the owner of record of the Award Shares on the
Company’s books. The Company will hold the share certificates
for safekeeping, or otherwise retain the Award Shares in
uncertificated book entry form, until the Award Shares become
vested and nonforfeitable, and any share certificates (or
electronic delivery) representing such unvested shares will include
a legend to the effect that you may not sell, assign, transfer,
pledge, or hypothecate the Award Shares. You must deliver to the
Company, as soon as practicable after the Grant Date, a stock
power, endorsed in blank, with respect to the Award Shares. If you
forfeit any Award Shares, the stock power will be used to return
the certificates for the forfeited Award Shares to the
Company’s transfer agent for cancellation.
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2
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b.
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Vested
Shares . As soon as
practicable after the Award Shares vest, the Company will deliver a
share certificate to you, or deliver shares electronically or in
certificate form to your designated broker on your behalf. If you
are deceased at the time that a delivery of share certificates is
to be made, the certificates will be delivered to your executor,
administrator, or personal representative.
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c.
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Legends . Any share certificates delivered or Award
Shares delivered electronically will, unless the Award Shares are
registered and such registration is in effect, or an exemption from
registration is available, under applicable federal and state law,
bear a legend (or electronic notation) restricting transferability
of such Award Shares.
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d.
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Postponement
of Delivery . The Company
may postpone the issuance and delivery of any Award Shares for so
long as the Company determines to be necessary or advisable to
satisfy the following:
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i.
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the completion
or amendment of any registration of the Award Shares or
satisfaction of any exemption from registration under any
securities law, rule, or regulation; and
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ii.
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compliance with
any reasonable requests for representations.
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a.
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Tax
Withholding . By signing
this Agreement, you authorize the Company, except as provided
below, to deduct from any compensation or any other payment of any
kind due you the amount of any federal, state, local or foreign
taxes required by law to be withheld as a result of the grant or
vesting of the Award Shares in whole or in part. The Company agrees
that it will, upon your request, permit you to satisfy, in whole or
in part, the Company’s minimum statutory withholding tax
obligation (based on minimum rates for federal and state law
purposes, including payroll taxes) which may arise in connection
with the Award either by electing to have the Company withhold the
issuance of, or redeem, shares of Common Stock or by electing to
deliver to the Company already-owned shares of Common Stock of the
Company, in either case having a Fair Market Value equal to the
amount necessary to satisfy the statutory minimum withholding
amount due. If you do not make provision for the payment of such
taxes when requested, the Company may refuse to issue any Common
Stock certificate under this Agreement until arrangements
satisfactory to the Committee have been made.
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b.
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Tax Election
. You are advised to seek
independent tax advice from your own advisors regarding the
availability and advisability of making an e
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