Exhibits
Number Description
4.1* Amended and Restated Articles of Incorporation of the
Registrant.
4.2* Restated By-Laws of the Registrant.
4.3 1997 Stock Option Plan, as Amended
4.4* Specimen certificate representing the Common Stock of
Registrant.
4.5 Form of Stock Option Agreement
5.1 Opinion of Wilmer, Cutler & Pickering.
23.1 Consent of Independent Public Accountants.
23.2 Consent of Wilmer, Cutler & Pickering (included in Exhibit 5.1).
24.1 Power of Attorney (included as part of the signature page to
this Registration Statement).
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* Incorporated herein by reference from the Registrant's Registration
Statement on Form SB-2 (File No. 333-2002).
6
EXHIBIT 4.3
FTI CONSULTING, INC.
1997 STOCK OPTION PLAN, AS AMENDED
PURPOSE Forensic Technologies International Corporation, a Maryland
corporation ("FTI" or the "Company"), wishes to recruit,
reward, and retain employees and outside directors. To
further these objectives, the Company hereby sets forth the
Forensic Technologies International Corporation 1997 Stock
Option Plan (the "Plan"), effective as of March 25, 1997 (the
"Effective Date"), to provide options ("Options") to
employees and outside directors to purchase shares of the
Company's common stock (the "Common Stock").
OPTIONEES All Employees of FTI and the Eligible Subsidiaries are
eligible for option grants under this Plan, as are the
directors of FTI and the Eligible Subsidiaries who are not
employees ("Eligible Directors"). Eligible employees and
directors become optionees when the Administrator grants them
an option under this Plan. The Administrator may also grant
options to certain other service providers. The term optionee
also includes, where appropriate, a person authorized to
exercise an Option in place of the original recipient.
Employee means any person employed as a common law employee
of the Company or an Eligible Subsidiary.
ADMINISTRATOR The Administrator will be the Compensation Committee of the
Board of Directors of FTI (the "Compensation Committee"). The
Board may also act under the Plan as though it were the
Compensation Committee.
The Administrator is responsible for the general operation
and administration of the Plan and for carrying out its
provisions and has full discretion in interpreting and
administering the provisions of the Plan. Subject to the
express provisions of the Plan, the Administrator may
exercise such powers and authority of the FTI Board as the
Administrator may find necessary or appropriate to carry out
its functions. The Administrator may delegate its functions
(other than those described in the GRANTING OF OPTIONS
section) to officers or employees of FTI.
The Administrator's powers will include, but not be limited
to, the power to amend, waive, or extend any provision or
limitation of any Option other than a Formula Option. The
Administrator may act through meetings of a majority of its
members or by unanimous consent.
GRANTING OF Subject to the terms of the Plan, the Administrator will, in
OPTIONS its sole discretion, determine the recipients of option
grants, the terms of such grants, the schedule for
exercisability (including any requirements that the optionee
or the Company satisfy performance criteria), the time and
conditions for expiration of the Option, and the form of
payment due upon exercise.
The Administrator's determinations under the Plan need not be
uniform and need not consider whether possible optionees are
similarly situated.
Options granted to employees may be nonqualified stock
options ("NQSOs") or "incentive stock options" ("ISOs")
within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended from time to time (the "Code"), or
the corresponding provision of any subsequently enacted tax
statute. Options granted to Eligible Directors must be NQSOs.
The Administrator may also grant Options in substitution for
options held by individuals who become employees of the
Company or of an Eligible Subsidiary as a result of the
Company's acquiring the individual's employer. If necessary
to conform the Options to the options for which they are
substitutes, the Administrator may grant substitute Options
under terms and conditions that vary from those the Plan
otherwise requires.
DATE OF GRANT The Date of Grant will be the date as of which the
Administrator awards an Option to an optionee, as specified
in the Administrator's minutes, or as specified in this Plan.
EXERCISE PRICE The Exercise Price is the value of the consideration that an
optionee must provide under an Option Agreement in exchange
for one share of Common Stock. The Administrator will
determine the Exercise Price under each Option. The
Administrator may set the Exercise Price of an Option without
regard to the Exercise Price of any other Options granted at
the same or any other time.
The Exercise Price per share for NQSOs may not be less than
50% of the Fair Market Value of a share on the Date of Grant.
If an Option is intended to be an ISO, the Exercise Price per
share may not be less than the greater 100% of the Fair
Market Value (on the Date of Grant) of a share of Stock
covered by the Option; provided, however, that if the
employee would otherwise be barred from receiving an ISO by
reason of the provisions of Code Sections 422(b)(6) and
424(d) (relating to more than 10% stock-owners), the Exercise
Price of an Option that is intended to be an ISO may not be
less than 110% of the Fair Market Value (on the Date of
Grant) of a share of Stock covered by the Option.
FAIR MARKET Fair Market Value of a share of Common Stock for purposes of
VALUE the Plan will be determined as follows:
if the Common Stock is traded on a national securities
exchange, the closing sale price on that date;
if the Common Stock is not traded on any such exchange,
the closing sale price as reported by the National
Association of Securities Dealers, Inc. Automated
Quotation System ("Nasdaq") for such date;
if no such closing sale price information is available,
the average of the closing bid and asked prices as
reported by Nasdaq for such date; or
if there are no such closing bid and asked prices, the
average of the closing bid and asked prices as reported
by any other commercial service for such date.
For any date that is not a trading day, the Fair Market Value
of a share of Common Stock for such date shall be determined
by using the closing sale price or the average of the closing
bid and asked prices, as appropriate, for the immediately
preceding trading day.
The Company may use the consideration it receives from the
optionee for general corporate purposes.
EXERCISABILITY The Administrator will determine the times and conditions for
exercise of each Option but may not extend the period for
exercise beyond the tenth anniversary of its Date of Grant.
Options will become exercisable at such times and in such
manner as the Administrator determines and the Option
Agreement indicates; provided, however, that the
Administrator may, on such terms and conditions as it
determines appropriate, accelerate the time at which the
optionee may exercise any portion of an Option.
No portion of an Option that is unexercisable at an
optionee's termination of employment will thereafter become
exercisable, unless the Option Agreement provides otherwise,
either initially or by amendment.
LIMITATION ON An Option granted to an employee will be an ISO only to the
ISOS extent that the aggregate Fair Market Value (determined at
the Date of Grant) of the stock with respect to which ISOs
are exercisable for the first time by the optionee during any
calendar year (under the Plan and all other plans of the
Company and its subsidiary corporations, within the meaning
of Code Section 422(d)), does not exceed $100,000. This
limitation will be applied by taking Options into account in
the order in which such Options were granted.
DIRECTOR
FORMULA GRANTS
Each Eligible Director who is first elected or appointed to
the Board after the first Annual Meeting of the Stockholders
following the Effective Date (i.e., after the 1998 Meeting)
will receive a Formula Option as of his election or
appointment to purchase 16,000 shares of Common Stock. Each
Eligible Director serving on the Board of Directors at an
Annual Meeting whose term will continue beyond that Meeting
will receive a Formula Option as of that Meeting to purchase
12,500 shares of Common Stock.
EXERCISE The Exercise Price of each Option granted to an Eligible
PRICE Director will be the Fair Market Value on the Date of Grant.
EXERCISE An Option granted upon each Eligible Director's first
SCHEDULE election or appointment to the Board will become exercisable
for one-third of the Shares it covers on the first
anniversary of the Date of Grant, two-thirds of the Shares it
covers on the second anniversary of the Date of Grant, and
for the remaining one-third on the third anniversary of the
Date of Grant. An Option granted each Eligible Director for
Annual Meetings after his or her first election will become
exercisable for one-half of the Shares it covers six months
after the Date of Grant, and for the remaining one half half
of the Shares it covers first anniversary of the Date of
Grant. A Formula Option will become exercisable in its
entirety upon the director's death, disability, or attainment
of age 70. Options will be forfeited to the extent they are
not then exercisable if a director resigns or fails to be
reelected as a director.
METHOD OF To exercise any exercisable portion of an Option, the
EXERCISE optionee must:
Deliver a written notice of exercise to the Secretary of the
Company (or to whomever the Administrator designates) in a
form complying with any rules the Administrator may issue,
signed by the optionee and specifying the number of shares of
Common Stock underlying the portion of the Option the
optionee is exercising;
Pay the full Exercise Price by cashier's or certified check
for the shares of Common Stock with respect to which the
Option is being exercised, unless the Administrator consents
to another form of payment (which could include the use of
Common Stock); and
Deliver to the Administrator such representations and
documents as the Administrator, in its sole discretion, may
consider necessary or advisable.
Payment in full of the Exercise Price need not accompany the
written notice of exercise provided the notice directs that
the stock certificates for the shares issued upon the
exercise be delivered to a licensed broker acceptable to the
Company as the agent for the individual exercising the option
and at the time the stock certificates are delivered to the
broker, the broker will tender to the Company cash or cash
equivalents acceptable to the Company and equal to the
Exercise Price.
If the Administrator agrees to payment through the tender to
the Company of shares of Common Stock, the individual must
have held the stock being tendered for at least six months at
the time of surrender. Shares of stock offered as payment
will be valued, for purposes of determining the extent to
which the optionee has paid the Exercise Price, at their Fair
Market Value on the date of exercise. The Administrator may
also, in its discretion, accept attestation of ownership of
Common Stock and issue a net number of shares upon Option
exercise.
OPTION No one may exercise an Option more than ten years after its
EXPIRATION Date of Grant (or five years, for an ISO granted to a
more-than-10% shareholder). Unless the Option Agreement
provides otherwise, either initially or by amendment, no one
may exercise an Option after the first to occur of:
EMPLOYMENT The date of termination of employment (other than for death
TERMINATION or Disability), where termination of employment means the
time when the employer-employee or other service-providing
relationship between the employee and the Company ends for
any reason, including retirement. Unless the Option Agreement
provides otherwise, termination of employment does not
include instances in which the Company immediately rehires a
common law employee as an independent contractor. The
Administrator, in its sole discretion, will determine all
questions of whether particular terminations or leaves of
absence are terminations of employment;
DISABILITY For disability, the earlier of (i) the first anniversary of
the optionee's termination of employment for disability and
(ii) thirty (30) days after the optionee no longer has a
disability, where disability means the inability to engage in
any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be
expected to result in death or that has lasted or can be
expected to last for a continuous period of not less than
twelve months; or
DEATH The date twelve months after the optionee's death.
If exercise is permitted after termination of
employment, the Option will nevertheless expire as of
the date that the former employee violates any covenant
not to compete in effect between the Company and the
former employee.
Nothing in this Plan extends the term of an Option
beyond the tenth anniversary of its Date of Grant, nor
does anything in this OPTION EXPIRATION section make an
Option exercisable that has not otherwise become
exercisable.
OPTION Option Agreements will set forth the terms of each Option and
AGREEMENT will include such terms and conditions, consistent with the
Plan, as the Administrator may determine are necessary or
advisable. To the extent the agreement is inconsistent with
the Plan, the Plan will govern. The Option Agreements may
contain special rules.
STOCK SUBJECT Except as adjusted below under SUBSTANTIAL CORPORATE CHANGES,
TO PLAN the aggregate number of shares of Common Stock that may be
issued under the Options (whether ISOs or NQSOs) may not
exceed 2,000,000 shares and no individual may receive Options
under the Plan for more than 500,000 shares in a calendar
year. The Common Stock will come from either authorized but
unissued shares or from previously issued shares that the
Company reacquires, including shares it purchases on the open
market. If any Option expires, is canceled, or terminates for
any other reason, the shares of Common Stock available under
that Option will again be available for the granting of new
Options (but will be counted against that calendar year's
limit for a given individual).
No adjustment will be made for a dividend or other right for
which the record date precedes the date of exercise.
The optionee will have no rights of a stockholder with
respect to the shares of stock subject to an Option except to
the extent that the Company has issued certificates for such
shares upon the exercise of the Option.
The Company will not issue fractional shares pursuant to the
exercise of an Option, but the Administrator may, in its
discretion, direct the Company to make a cash payment in lieu
of fractional shares.
PERSON WHO During the optionee's lifetime, only the optionee or his duly
MAY EXERCISE appointed guardian or personal representative may exercise
the Options. After his death, his personal representative or
any other person authorized under a will or under the laws of
descent and distribution may exercise any then exercisable
portion of an Option. If someone other than the original
recipient seeks to exercise any portion of an Option, the
Administrator may request such proof as it may consider
necessary or appropriate of the person's right to exercise
the Option.
ADJUSTMENTS Subject to any required action by the Company (which it shall
UPON CHANGES promptly take) or its stockholders, and subject to the
IN CAPITAL STOCK provisions of applicable corporate law, if, after the Date of
Grant of an Option,
the outstanding shares of Common Stock increase or
decrease or change into or are exchanged for a different
number or kind of security by reason of any
recapitalization, reclassification, stock split, reverse
stock split, combination of shares, exchange of shares,
stock dividend, or other distribution payable in capital
stock, or
some other increase or decrease in such Common Stock
occurs without the Company's receiving consideration,
the Administrator will make a proportionate and appropriate
adjustment in the number of shares of Common Stock underlying
each Option, so that the proportionate interest of the
optionee immediately following such event will, to the extent
practicable, be the same as immediately before such event.
Any such adjustment to an Option will not change the total
price with respect to shares of Common Stock underlying the
unexercised portion of the Option but will include a
corresponding proportionate adjustment in the Option's
Exercise Price.
The Administrator will make a commensurate change to the
maximum number and kind of shares provided in the STOCK
SUBJECT TO PLAN section.
Any issue by the Company of any class of preferred stock, or
securities convertible into shares of common or preferred
stock of any class, will not affect, and no adjustment by
reason thereof will be made with respect to, the number of
shares of Common Stock subject to any Option or the Exercise
Price except as this Adjustments section specifically
provides. The grant of an Option under the Plan will not
affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes of
its capital or business structure, or to merge or to
consolidate, or to dissolve, liquidate, sell, or transfer all
or any part of its business or assets.
SUBSTANTIAL Upon a Substantial Corporate Change, the Plan and the Options
CORPORATE will terminate unless provision is made in writing in
CHANGE connection with such transaction for
the assumption or continuation of outstanding Options,
or
the substitution for such options or grants of any
options or grants covering the stock or securities of a
successor employer corporation, or a parent or
subsidiary of such successor, with appropriate
adjustments as to the number and kind of shares of stock
and prices, in which event the Options will continue in
the manner and under the terms so provided.
Unless the Board determines otherwise, if an Option would
otherwise terminate pursuant to the preceding sentence, the
optionee will have the right, at such time before the
consummation of the transaction causing such termination as
the Board reasonably designates, to exercise any unexercised
portions of the Option, whether or not they had previously
become exercisable. However, the acceleration will not occur
if it would render unavailable "pooling of interest"
accounting for any reorganization, merger, or consolidation
of the Company.
A Substantial Corporate Change means the
dissolution or liquidation of the Company,
merger, consolidation, or reorganization of the Company
with one or more corporations in which the Company is
not the surviving corporation,
the sale of substantially all of the assets of the
Company to another corporation, or
any transaction (including a merger or reorganization in
which the Company survives) approved by the Board that
results in any person or entity (other than any
affiliate of the Company as defined in Rule 144(a)(1)
under the Securities Act) owning 100% of the combined
voting power of all classes of stock of the Company.
SUBSIDIARY Employees of Company Subsidiaries will be entitled to
EMPLOYEES participate in the Plan, except as otherwise designated by
the Board of Directors or the Committee.
Eligible Subsidiary means each of the Company's Subsidiaries,
except as the Board otherwise specifies. For ISO grants,
Subsidiary means any corporation (other than the Company) in
an unbroken chain of corporations beginning with the Company
if, at the time an ISO is granted to a Participant under the
Plan, each of the corporations (other than the last
corporation in the unbroken chain) owns stock possessing 50%
or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain. For
NQSOs, the Board or the Committee can use a different
definition of Subsidiary in its discretion.
LEGAL The Company will not issue any shares of Common Stock under
COMPLIANCE an Option until all applicable requirements imposed by
Federal and state securities and other laws, rules, and
regulations, and by any applicable regulatory agencies or
stock exchanges, have been fully met. To that end, the
Company may require the optionee to take any reasonable
action to comply with such requirements before issuing such
shares. No provision in the Plan or action taken under it
authorizes any action that is otherwise prohibited by Federal
or state laws.
The Plan is intended to conform to the extent necessary with
all provisions of the Securities Act of 1933 ("Securities
Act") and the Securities Exchange Act of 1934 and all
regulations and rules the Securities and Exchange Commission
issues under those laws. Notwithstanding anything in the Plan
to the contrary, the Administrator must administer the
Plan and Options may be granted and exercised only in a way
that conforms to such laws, rules, and regulations. To the
extent permitted by applicable law, the Plan and any Options
will be deemed amended to the extent necessary to conform to
such laws, rules, and regulations.
PURCHASE FOR Unless a registration statement under the Securities Act
INVESTMENT covers the shares of Common Stock an optionee receives upon
AND OTHER exercise of his Option, the Administrator may require, at the
RESTRICTIONS time of such exercise, that the optionee agree in writing to
acquire such shares for investment and not for public resale
or distribution, unless and until the shares subject to the
Option are registered under the Securities Act. Unless the
shares are registered under the Securities Act, the optionee
must acknowledge:
that the shares purchased on exercise of the Option are
not so registered,
that the optionee may not sell or otherwise transfer the
shares unless
the shares have been registered under the
Securities Act in connection with the sale or
transfer thereof, or counsel satisfactory to the
Company has issued an opinion satisfactory to the
Company that the sale or other transfer of such
shares is exempt from registration under the
Securities Act, and
such sale or transfer complies with all other
applicable laws, rules, and regulations, including
all applicable Federal and state securities laws,
rules, and regulations.
Additionally, the Common Stock, when issued upon the exercise
of an Option, will be subject to any other transfer
restrictions, rights of first refusal, and rights of
repurchase set forth in or incorporated by reference into
other applicable documents, including the Company's articles
or certificate of incorporation, by-laws, or generally
applicable stockholders' agreements.
The Administrator may, in its sole discretion, take whatever
additional actions it deems appropriate to comply with such
restrictions and applicable laws, including placing legends
on certificates and issuing stop-transfer orders to transfer
agents and registrars.
TAX WITHHOLDING The optionee must satisfy all applicable Federal, state, and
local income and employment tax withholding requirements
before the Company will deliver stock certificates upon the
exercise of an Option. The Company may decide to satisfy the
withholding obligations through additional withholding on
salary or wages. If the Company does not or cannot withhold
from other compensation, the optionee must pay the Company,
with a cashier's check or certified check, the full amounts
required by
withholding. Payment of withholding obligations is due at the
same time as is payment of the Exercise Price. If the
Committee so determines, the optionee may instead satisfy the
withholding obligations by directing the Company to retain
shares from the Option exercise, by tendering previously
owned shares, or by attesting to his ownership of shares
(with the distribution of net shares).
TRANSFERS, Unless the Administrator otherwise approves in advance in
ASSIGNMENTS, writing, an Option may not be assigned, pledged, or otherwise
AND PLEDGES transferred in any way, whether by operation of law or
otherwise or through any legal or equitable proceedings
(including bankruptcy), by the optionee to any person, except
by will or by operation of applicable laws of descent and
distribution. If Rule 16b-3 then applies to an Option, the
optionee may not transfer or pledge shares of Common Stock
acquired upon exercise of an Option until at least six (6)
months have elapsed from (but excluding) the Date of Grant,
unless the Administrator approves otherwise in advance in
writing.
AMENDMENT OR The Board may amend, suspend, or terminate the Plan at any
TERMINATION time, without the consent of the optionees or their
OF PLAN AND beneficiaries; provided, however, that no amendment will
OPTIONS deprive any optionee or beneficiary of any previously
declared Option. Except as required by law or by the
SUBSTANTIAL CORPORATE CHANGES section, the Administrator may
not,
without the optionee's or beneficiary's consent, modify the
terms and conditions of an Option so as to adversely affect
the optionee. No amendment, suspension, or termination of the
Plan will, without the optionee's or beneficiary's consent,
terminate or adversely affect any right or obligations under
any outstanding Options.
PRIVILEGES OF No optionee and no beneficiary or other person claiming under
STOCK OWNERSHIP or through such optionee will have any right, title, or
interest in or to any shares of Common Stock allocated or
reserved under the Plan or subject to any Option except as to
such shares of Common Stock, if any, that have been issued to
such optionee.
EFFECT ON 1992 No additional options will be granted under the Forensic
OPTION PLAN Technologies International Corporation 1992 Stock Option
Plan.
EFFECT ON Whether exercising an Option causes the optionee to accrue or
OTHER PLANS receive additional benefits under any pension or other plan
is governed solely by the terms of such other plan.
LIMITATIONS ON Notwithstanding any other provisions of the Plan, no
LIABILITY individual acting as a director, employee, or agent of the
Company shall be liable to any optionee, former optionee,
spouse, beneficiary, or any other person for any claim, loss,
liability, or expense incurred in connection with the Plan,
nor shall such individual be personally liable because of any
contract or other instrument he executes in such other
capacity. The Company will indemnify and hold harmless each
director, employee, or agent of the Company to whom any duty
or power relating to the administration or interpretation of
the Plan has been or will be delegated, against any cost or
expense (including attorneys' fees) or liability (including
any sum paid in settlement of a claim with the FTI Board's
approval) arising out of any act or omission to act
concerning this Plan unless arising out of such person's own
fraud or bad faith.
NO EMPLOYMENT Nothing contained in this Plan constitutes an employment
CONTRACT contract between the Company and the optionee. The Plan does
not give the optionee any right to be retained in the
Company's employ, nor does it enlarge or diminish the
Company's right to terminate the optionee's employment.
APPLICABLE LAW The laws of the State of Maryland (other than its choice of
law provisions) govern this Plan and its interpretation.
DURATION OF PLAN Unless the FTI Board extends the Plan's term, the
Administrator may not grant Options after March 25, 2007. The
Plan will then terminate but will continue to govern
unexercised and unexpired Options.
APPROVAL OF The Plan must be submitted to the shareholders of the Company
SHAREHOLDERS for their approval within 12 months after the Board of
Directors of the Company adopts the Plan. The adoption of the
Plan is conditioned upon the approval of the shareholders of
the Company, and failure to receive their approval will
render the Plan and any outstanding options thereunder void
and of no effect.
EXHIBIT 4.5
[ ] Optionee's Copy
[ ] Company's Copy
FTI Consulting, Inc.
1997 Stock Option Plan
Incentive Stock Option Agreement
To Addressee:
Forensic Technologies International Corporation (the "Company)" has granted you
an option (the "Option") under the 1997 Stock Option Plan (the "Plan") to
purchase, Written Number (Numeric Number) shares of the Company's common stock,
$0.01 par value (the "Shares"), at Written Dollars and Written Cents (Numeric
Cost) per share (the "Exercise Price"). The Date of Grant was date of grant.
The option is subject in all respects to the applicable provisions of the Plan,
a copy of which is attached. By signing this agreement (the "Agreement") you
acknowledge receiving the Plan. This Agreement incorporates the Plan by
reference and specifies other applicable terms and conditions. All terms not
defined by this Agreement have the meanings given in the Plan. The Compensation
Committee (the "Committee") may adjust the number of Shares and the Exercise
Price from time to time under 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.
In addition to the terms, conditions, and restrictions set forth in the Plan,
the following terms, conditions, and restrictions apply to the Option:
(1) You may not exercise the Option before [date of exercise].
a. Thereafter, you may exercise the Option as follows:
i. One-Third (1/3 of the Shares on or after [date];
ii. Two-Thirds (2/3) of the Shares on or after [date]; and
iii. All of the Shares on or after [date], for a total of [written]
[numerical] shares.
b. The Option will expire no later than the close of business on [date].
c. The Committee may, in its sole discretion, accelerate to a date not
earlier than [date] the time at which you may exercise part or all of
the Option.
d. The Option will become immediately exercisable in full upon the
occurrence of a "Substantial Corporate Change" as defined in the Plan,
subject to the Plan's condition relating to pooling-of-interest
accounting.
Page 1 of 5
(2) Subject to this Agreement and the Plan, you may exercise the Option only by
written notice to the Company on or before the date of expiration of the
Option. Each such notice must:
a. state the election to exercise the Option and the number of Shares
with respect to which it is being exercised;
b. be signed by you or, in the event of your death or disability, by the
party entitled to exercise the Option;
c. contain such representations as the Company requires; and
d. be accompanied by cash or a check in the amount of the Exercise Price
payable to the order of the Company.
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 to the
Company.
(3) You agree to give prompt notice to the Company if you dispose of any Shares
acquired upon exercise of the Option within one year after you acquire them
or within two years after the Date of Grant.
(4) You will forfeit any unexercised portions of the Option upon either your
termination of employment or resignation for any reason unless (I) the
Plan's provisions for death or disability apply, (ii) the Committee
determines otherwise at any time, or (iii) your employment agreement, if
any, provides otherwise.
(5) The Company may postpone the issuance and delivery of any shares for so
long as the Company determines to be necessary or advisable to satisfy the
following:
a. the completion or amendment of any registration or qualification of
the Shares or satisfaction of any exemption from registration under
any Federal or State law, rule, or regulation;
b. compliance with any requests for representations under the Plan; and
c. receipt of proof satisfactory to the Company that a person seeking to
exercise the Option after your death is authorized and entitled to
exercise the Option.
(6) If at the time the Company should issue you Shares because of your exercise
of the Option, no current registration statement under the Securities Act
of 1933 (the "Act") covers such issuance, you must, before the Company will
issue such Shares to you:
Page 2 of 5
a. represent to the Company, in form satisfactory to counsel for the
Company, that you are acquiring the Shares for your own account and
not with a view to the resale or distribution of the Shares; and
b. agree that you may not sell, transfer, or otherwise dispose of the
Shares issued to you under the Option unless:
i. a registration statement under the Act is effective at the time
of disposition with respect to the Shares sold, transferred, or
otherwise dispose of, or
ii. the Company has received an opinion of counsel or other
information and representations satisfactory to it to the effect
that registration under the Act is not required by reason of Rule
144 under the Act or otherwise.
(7) You may not exercise the Option if the issuance of the Share upon such
exercise would violate any applicable federal or state securities laws or
other laws or regulations.
(8) Nothing in this Agreement restricts the right of the Company or any of its
affiliates to terminate your employment at any time, with or without cause.
The termination of employment, whether by the Company or any of its
affiliates or otherwise, and regardless of the reason therefore, has the
consequences provided for under the Plan and any applicable employment or
severance agreement.
(9) You understand and agree that you will not be deemed for any purpose to be
a stockholder of the Company with respect to any of the Shares unless and
until they have been issued to you after your exercise of this Option and
payment for the shares.
(10) You understand and agree that the existence of this Option will not affect
in any way the right or power of the Company or its stockholders to make or
authorize any or all adjustments, recapitalizations, reorganizations, or
other changes in the Company's capital structure or its business, or any
merger or consolidation of the Company, or any issuance of bonds,
debentures, preferred or other stocks with preference ahead of or
convertible into, or otherwise affecting the common stock or the rights
thereof, or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other
corporate act or proceeding, whether of a similar character or otherwise.
(11) 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.
(12) The laws of the State of Delaware will govern all matters relating to this
Agreement without regard to the principles of conflict of laws.
(13) Any notice you give to the Company (including notice of exercise of all or
part of an Option) must be in writing and either hand-delivered or mailed
to the office of the Secretary of the Company (or to the Chair of the
Committee if you are then serving as Secretary). If mailed, it should be
addressed to the Secretary (or the Chair of the
Page 3 of 5
Compensation Committee) of the Company at 2021 Research Drive, Annapolis,
Maryland 21401. Any notice given to you shall be addressed to you at your
address as reflected on the personnel records of the Company. You and the
Company may change the address for notice by like notice to the other.
Notice shall be deemed to have been duly delivered when hand-delivered or,
if mailed, on the day such notice is postmarked.
(15) Whenever a conflict may arise between the terms of this Agreement and the
terms of the Plan, the terms of the Plan will control.
FORENSIC TECHNOLOGIES
INTERNATIONAL CORPORATION
Date: ______________________ By: ____________________________________
Gary Sindler
Secretary
Page 4 of 5
A C K N O W L E D G E M E N T
I acknowledge receipt of a copy of the Plan, a copy of which is attached
hereto. I represent that I have read and am familiar with the Plan's terms. I
accept the Option subject to all of the terms and provisions of this Agreement
and of the Plan under which it is granted, as the Plan may be amended in
accordance with its terms. I agree to accept as binding, conclusive, and final
all decisions or interpretations of the Committee concerning any questions
arising under the Plan with respect to the Option.
Date:
--------------------------------- --------------------------------------
Signature of Optionee
Addressee
--------------------------------------
Address
--------------------------------------
City, State, Zip
NO ONE MAY SELL, TRANSFER, OR DISTRIBUTE THIS OPTION OR THE SECURITIES THAT
MAY BE PURCHASED UPON EXERCISE OF THIS OPTION WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT RELATING THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
OR OTHER INFORMATION AND REPRESENTATIONS SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.
THE SHARES THAT MAY BE PURCHASED UPON EXERCISE OF THIS OPTION MAY BE
TRANSFERED ONLY IN ACCORDANCE WITH THE TERMS OF A STOCK PURCHASE AGREEMENT TO BE
ENTERED INTO BETWEEN THE HOLDER OF THIS OPTION AND THE COMPANY UPON EXERCISE OF
THIS OPTION, A COPY OF WHICH AGREEMENT WILL THEREAFTER BE ON FILE WITH THE
SECRETARY OF THE COMPANY.
Page 5 of 5
EXHIBIT 5.1
WILMER, CUTLER & PICKERING
[LETTERHEAD]
January 29, 1999
FTI Consulting, Inc.
2021 Research Drive
Annapolis, Maryland 21401
Re: FTI Consulting, Inc.
1997 Stock Option Plan, as Amended
Ladies and Gentlemen:
We have acted as counsel to FTI Consulting, Inc., a Maryland corporation
(the "Company"), in connection with the preparation by the Company of Amendment
No. 1 to its Registration Statement on Form S-8 (File No. 333-30357) filed with
the Securities and Exchange Commission on or about January 29, 1999 (the
"Registration Statement") under the Securities Act of 1933, as amended, for the
registration of an additional 1,000,000 shares of Common Stock, $.01 par value
per share (the "Shares"), of the Company pursuant to the 1997 Stock Option Plan,
as amended, of the Company (the "Plan"). For the purposes of this opinion, we
have examined and relied upon such documents, records, certificates and other
instruments as we have deemed necessary.
Based solely upon the foregoing, and upon our examination of such questions
of law and statutes as we have considered necessary or appropriate, and subject
to the assumptions, qualifications, limitations and exceptions set forth herein,
we are of the opinion that (a) the Shares have been lawfully and duly
authorized; and (b) such Shares will be validly issued, fully paid and
nonassessable upon payment of the exercise price established pursuant to the
written agreements between the Company and the grantees.
We are members of the bar of the District of Columbia and the State of
Maryland and do not hold ourselves out as being experts in the law of any other
state. This opinion is limited to the laws of the United States and the general
corporation law of Maryland. Our opinion is rendered only with respect to the
laws and the rules, regulations and orders thereunder that are currently in
effect.
FTI Consulting, Inc.
January 29, 1999
Page 2
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion. This opinion has been prepared for
your use in connection with the filing of the Registration Statement on or about
January 29, 1999, and should not be quoted in whole or in part or otherwise be
referred to, nor otherwise be filed with or furnished to any governmental agency
or other person or entity, without our express prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
WILMER, CUTLER & PICKERING
By: /s/ JOHN B. WATKINS
------------------------------------
John B. Watkins, a partner
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference, in Amendment No. 1 to the
Registration Statement (Form S-8 No. 333-30357) pertaining to the 1997 Stock
Option Plan (As Amended) of FTI Consulting Inc., of our reports (a) dated
January 31, 1998 with respect to the consolidated financial statements of FTI
Consulting, Inc. included in the Annual Report (Form 10-KSB) for the year ended
December 31, 1997, (b) dated July 24, 1998 with respect to the combined
financial statements of Kahn Consulting, Inc. as of and for the years ended
December 31, 1996 and 1997 included in the Current Report (Form 8-K/A), and (c)
dated July 31, 1998 with respect to the financial statements of S.E.A. Inc. as
of and for the years ended December 31, 1996 and 1997 included in the Current
Report (Form 8-K/A), each filed with the Securities and Exchange Commission.
Baltimore, Maryland
January 28, 1999
