Amendment No. 2 dated as of June 2, 2010 to Employment Agreement



 Exhibit 10.3 

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT 

THIS AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of June 2, 2010,
by and between FTI Consulting, Inc., a Maryland corporation (“Company”), and Dominic DiNapoli (“Executive”). 

W I T N E S S E T H: 

WHEREAS, Company and Executive entered into an Employment Agreement dated November 1, 2005, which was amended by Amendment
No. 1 thereto dated December 31, 2008 (collectively, the Employment Agreement and Amendment No. 1 thereto, are referred to herein as the “Agreement”); and 

WHEREAS, Company and Executive desire to further amend certain terms and conditions of the Agreement as set fort herein. 

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Amendment, Company and Executive hereby agree as follows:

 1. Section 3(a)(y) of the Agreement is deleted in its entirety and replaced with the following: 

“(y) have Executive’s principal office located at Company’s offices in Saddle Brook, New Jersey, and” 

2. The last two sentences of Section 4(b) of the Agreement are hereby deleted in their entireties and replaced with the following:

 “In the event of a Change of Control, the aggregate amount of the unpaid Transition Payment (or all of the aggregate
Transition Payment if such Change of Control occurs prior to commencement of the Transition Period) payable for the period measured from the date of the Change of Control through the end of the Transition Period (or the full Transition Period if
such Change of Control occurs prior to the commencement of the Transition Period) will be paid to Executive by Company in a single sum payment on the date that the Change of Control occurs, but Executive’s obligations under Section 3(b)
shall remain intact and Company shall retain the right to fully enforce the restrictive covenant provisions of Section 12.” 

3. Section 6(a) of the Agreement is hereby amended to delete the last sentence of Section 6(a) as originally written in its
entirety and to add a new last sentence to Section 6(a) to read in its entirety as follows: 
 “During the Employment
Term and the Transition Period, Executive shall be entitled to lease and use, for business or personal purposes, an automobile of his choice at Company’s expense.” 







 4. Section 9(e)(iv) of the Agreement is deleted in its entirety and replaced with the
following: 
 “(iv) changes Executive’s principal place of employment to a place other than Baltimore, Maryland, New
York, New York, Saddle Brook, New Jersey, West Palm Beach, Florida or such other location as may be mutually agreeable to Executive and Company.” 

5. Sections 10(b)(viii), 10(c)(vi) and 10(f)(iv) are hereby deleted in their entireties. 

6. Sections 10(c)(ii) and 10(c)(iii) of the Agreement are deleted in their entirety and replaced with the following: 

“(ii) an additional amount equal to $500,000, which sum amount shall be paid in a lump sum within ten (10) days of the date of
termination;” 
 “(iii) a severance payment equal to three times the sum of (A) Executive’s annualized Base
Salary as in effect immediately before Executive’s termination of employment (without giving effect to any reduction in Base Salary that gave rise to Good Reason), plus (B) $1,000,000, which such severance payment shall be paid in a lump
sum within ten (10) days of the date of termination; 
 7. Sections 10(d)(ii) of the Agreement is deleted in its entirety
and replaced with the following: 
 “(ii) only if such death or Disability occurs during the Employment Term, an additional
amount equal to $500,000, which sum amount shall be paid in a lump sum within ten (10) days of the date of termination;” 

8. Section 10(d) of the Agreement is hereby amended by deleting the period at the end of clause (iv) thereto and replacing such
period with the following: “; and”, and by adding a new clause (v) thereto to read as follows: 
 “(v) an
additional amount, payable in a lump-sum as of the date of such termination, equal to one of the following: 
 (A) if such
termination occurs prior to the commencement of the Transition Period, then such lump-sum payment shall equal $1,500,000; or 

(B) if such termination occurs on or following commencement of the Transition Period, then such lump-sum payment shall equal the aggregate
amount of Transition Payments that would have been paid to Executive from the date of such termination through the end of the Transition Period if Executive had provided services to the Company for such period pursuant to Section 4(b) hereof
(but in any case not to exceed $1,500,000); 
 provided, however, that, in the case of a termination due to Disability, payment
of the foregoing amount may only be made in a lump-sum if Executive is “disabled” 
  

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within the meaning of Code Section 409A(a)(2)(C)(i) or (ii) at the time of such termination, or if Executive is not so “disabled” or payment in a lump-sum at such time is
otherwise prohibited under Code Section 409A, payment of the remaining Transition Payments shall be made following such termination in accordance with the schedule set forth in Section 4(b).” 

9. Affirmation. This Amendment is to be read and construed with the Agreement as constituting one and the same agreement. Except
as specifically modified by this Amendment, all remaining provisions, terms and conditions of the Agreement shall remain in full force and effect. 

10. Defined Terms. All terms not herein defined shall have the meanings ascribed to them in the Agreement. 

11. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original but
all of which together shall constitute one and the same instrument. 
 IN WITNESS WHEREOF, the undersigned have signed this
Amendment on the date first above written. 
  

					
		 	FTI CONSULTING, INC.
			
	Date: June 3 , 2010	 	By:	 	 /S/ ERIC B. MILLER

		 	Name:	 	Eric B. Miller
		 	Title:	 	Executive Vice President, General Counsel and Chief Ethics Officer
		
		 	EXECUTIVE
			
	Date: June 3, 2010	 	By:	 	 /S/ DOMINIC DINAPOLI

		 		 	Dominic DiNapoli

  

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