Exhibit 10.1


 





 


www.fcg.com


 


May 17, 2005


 


Mitch Morris


10817 Wellworth Avenue


Los Angeles, California
90024


 


Dear Mitch,


 


As we have discussed, FCG
would like to provide you with a one year housing expense accommodation in
order to provide you with an additional opportunity to settle in the Southern
California area, and in order to make it more convenient for you to spend time
in the Long Beach corporate offices when you are not otherwise traveling on
business.  As you and I have discussed,
this is an important factor in how we are approaching our succession planning
as a firm.


 


In recognition of this
arrangement, we have agreed to the following:


 


•                                          FCG will
reimburse or pay for your moving costs associated with moving to your new
residence in Orange County, CA.  Moving
costs will be handled per FCG standard policies in this regard.


 


•                                          Commencing on
June 1, 2005 and for each payroll period through May 31, 2006, FCG
will include a gross amount of $3,650 in your paycheck under an item titled “Housing
Allowance.”  All of amounts paid to you
under this arrangement shall be less federal, state and other applicable taxes
and any authorized withholdings to the extent applicable to such amounts.


 


•                                          If you
terminate your employment with FCG or FCG terminates your employment for “cause”
at any time prior to June 1, 2008, you will repay certain amounts paid to
you under this arrangement, which amount shall be an adjusted gross net of any
taxes based on your then-current tax withholding status.  Any amounts repayable by you under the terms
of this provision shall be made in accordance with the following schedule: (i) 100%
if said termination event occurs prior to August 1, 2006; (ii) 75% if
said termination event occurs after August 1, 2006 and prior to June 1,
2007; and (iii) 50% if said termination event occurs after June 1,
2007 and prior to June 1, 2008.  No
amounts shall be repayable if you remain employed through June 1, 2008.  FCG is authorized to withhold all or a portion
of any amounts that may be due to FCG under this clause from any final
paycheck, reimbursement of expenses or payment of PTO balance as of your
effective separation date.  To the extent
such withheld amounts are insufficient to pay the balance of amounts due under
this clause, you will pay the remaining balance due within ten (10) days
of your effective separation date from FCG.


 


•                                          If FCG
terminates your employment for other than “cause”, you will not be required to
pay back any amounts paid to you under this arrangement.


 


	
  111 West Ocean Boulevard, 4th Floor,
  Long Beach, California 90802-4646

  	
  •

  	
  562/624-5200

  	
  562/983-9384 (Fax)

  



 


 





















 


•                                          You commit to
be in the Long Beach corporate office (or other corporate office in Southern
California if FCG were to relocate corporate headquarters) for a significant amount
of your business time that you spend in the Southern California area (except when
visiting a Southern California client).


 


•                                          This
arrangement may only be modified or extended by mutual agreement of you and
FCG.


 


For purposes of this
arrangement, “cause” is defined as (i) an intentional material act of
fraud or dishonesty in connection with your employment with FCG; (ii) your
conviction of or pleading guilty or “no contest” to any felony or any crime
involving moral turpitude or dishonesty; (iii) willful and material breach
of FCG’s policies or your Vice President agreement, which breach is not cured
within 30 days notice of such breach provided to you by FCG; (iv) intentional
and material damage to Company’s property; or (v) willful violation of any
law or regulation applicable to the FCG’s business, including any federal or
state securities laws. For purposes of this definition, your conduct will not
be considered “willful” unless committed without good faith and without a
reasonable belief that the act or omission was in FCG’s best interest.


 


The arrangement described
in this letter will not modify your status as an “at will” employee, meaning
that you or FCG can terminate your employment at any time for any reason or no
reason.


 


This letter may only be
modified in writing by mutual agreement of you and FCG.  This letter is binding on FCG and its
successors and assigns.


 


If you have any
questions, please feel free to contact me.


 


Sincerely,


 


	
  FIRST
  CONSULTING GROUP, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Luther J. Nussbaum

  	
   

  	
   

  
	
   

  	
  Chairman and
  Chief Executive Officer

  	
   

  	
   

  
	
   

  	
   

  
	
  AGREED:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Mitch Morris

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  cc:

  	
  Jan Blue, Vice
  President

  	
   

  
						



 


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