EXHIBIT 10.94



 Exhibit 10.94 
  

					
		 		 	FTI Consulting
	

	 		 	500 East Pratt Street
	 	 	Suite 1400
	 	 	 Baltimore, MD 21202
 410.951.4800 main
 410.224.3552 fax

	 	 	  
 www.fticonsulting.com


 Personal and Confidential 
 April 26, 2006 
 Mr. Eric B. Miller 
 4325 Wickford Road 
 Baltimore, MD 21210 
 Dear Eric: 
 We are delighted to extend to you the following offer for employment at FTI Consulting, Inc. (the
“Company”). The terms of your employment will be as follows: 
 Position – Senior Vice President, General Counsel.

 Effective Date – Your employment will commence on or before May 22, 2006. 
 Base Salary – $500,000 per year. 
 Bonus Opportunity – You will receive a guaranteed minimum bonus of $225,000 by no later than March 15, 2007 and 2008, and thereafter will participate in a bonus program for senior executive officers with a bonus opportunity of
up to one (1.0) times your base salary upon achievement of corporate and individual goals. Within 60 days of your hire date, we will establish individual goals for the remainder of 2006. 
 Stock Options – Initial grant of stock options for 50,000 shares of common stock. The exercise price will be the closing price of a share of
the Company as reported on the NYSE as of the date of the grant. The grant will be subject to the approval of a new stock option plan by shareholders at the Company’s Annual Meeting on June 6, 2006. The options will vest ratably over three
years from the date of grant. You will be eligible for regular annual stock option grants beginning in 2007 on a basis consistent with grants to the Company’s other similarly situated senior executive officers. Other terms and conditions of the
stock options will be substantially similar to those granted to the Company’s other senior executive officers. 
 Restricted Stock
– Initial grant of 10,000 shares of common stock on the Effective Date, vesting ratably over three years. Other terms and conditions of the restricted stock awards will be substantially similar to those granted to the Company’s other
senior executive officers. 
 Severance Protection – In the event that you are terminated without Cause or terminate your
employment for Good Reason (i) within three years from the Effective Date of your 









 Mr. Eric Miller 
 April
26, 2006 
  Page
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employment, or (ii) after three years from the Effective Date of your employment during the two year period following a Change of Control, you will be
entitled to a cash payment of (i) your then current base salary plus (ii) the higher of your target bonus (one times your then current base salary) or the actual bonus you earned before termination (the “Severance Payment”). For this
purpose, Cause, Good Reason and Change in Control are defined as provided in the Company’s employment agreements with its senior officers, except to the extent Good Reason is modified by the “Location” provision set forth below. In
addition, in the event you become entitled to receive the Severance Payment, at that time all of the initial grants of stock options and restricted stock described in this agreement shall vest immediately to the extent such stock options and
restricted stock have not otherwise fully vested. 
 Benefits – You will be eligible for standard employee benefits. 

Location – Baltimore, if the executive offices of the Company are located in Baltimore. In the event the executive offices of the Company
are moved to any location outside the Baltimore-Washington, D.C. metro area, you will be entitled to terminate your employment for Good Reason. 
 Employment at Will – You will be an employee-at-will. 
 We are very enthusiastic about the potential of you joining FTI in a role which
we feel will be extremely important to our long term growth. In the position of Senior Vice President, General Counsel, you will report directly to John MacColl (Chief Legal and Risk Officer), have a seat on the Executive Committee, and be
responsible for oversight of our legal activities. 
 We look forward to discussing this opportunity in detail with you and hope that we can develop a
meeting of the minds so that you can quickly join the FTI team. 
  

					
	Yours truly,	 		 	
			
	 /S/ DENNIS SHAUGHNESSY
	 		 	 /S/ JACK DUNN

	Dennis Shaughnessy	 		 	Jack Dunn
			
	Accepted and Agreed:	 		 	
			
	 /S/ ERIC B. MILLER
	 		 	5/1/06
	Eric B. Miller	 		 	Date