AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT made and entered into as of February 28, 2019 (the Amendment No. 4) to that EMPLOYMENT AGREEMENT made and entered into as of December 13, 2013 (the Employment Agreement), by and between FTI Consulting, Inc., a Maryland corporation (the Company ), and Steven H. Gunby (the Executive and together with the Company, the Parties), as amended by Amendment No. 1 to the Employment Agreement dated as of December 2, 2016 (Amendment No. 1), Amendment No. 2 to the Agreement dated as of March 21, 2017 (Amendment No. 2, and Amendment No. 3 to the Agreement dated as of March 16, 2018 (Amendment No. 3,) and together with the Employment Agreement and Amendment No. 1, Amendment No. 2 and Amendment No.3, the Agreement).
WHEREAS, the Parties desire to amend certain terms of the Agreement; and
NOW, THEREFORE, in consideration of the mutual covenants set forth in this Amendment No. 4 and in the Agreement, the Parties mutually agree as follows:
1. Section 11(a) Termination for any Reason. SECTION 11(a) of the Agreement is hereby amended and restated to read in its entirety as follows:
Termination for any Reason. If Executives employment is terminated (A) for any reason by either party, the Company will promptly pay or provide to Executive: (i) the unpaid amount, if any, of Executives Base Salary through the date of termination, (ii) the amount of any unreimbursed business expenses incurred through the date of termination that are payable in accordance with SECTION 7(b), (iii) any additional vested benefits, if any, to which Executive is entitled under the terms of any the Company employee pension or welfare benefit plan in which Executive was a participant (the amounts specified in clauses (i) through (iii) collectively, Accrued Compensation), and (iv) the unpaid amount, if any, of Executives previously earned and unpaid annual cash incentive bonus and (B) for death or Disability of Executive (i) a pro-rated annual incentive bonus for the performance year of termination based on actual performance results for such performance year in respect of the applicable objective financial performance goals, if any, established for the applicable year of termination (with no exercise of negative discretion), determined by multiplying (x) the amount of such annual incentive bonus, if any, which
Amendment No. 4 to CEO Employment Agreement