FTI CONSULTING, INC. 2004 LONG-TERM INCENTIVE PLAN

Exhibit 10.2

[    ] Recipient’s Copy

[    ] Company’s Copy

FTI CONSULTING, INC.

2004 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT

To Dominic DiNapoli:

FTI Consulting, Inc., a Maryland corporation (the “Company”), has granted you an award (the “Award”) of 125,000 restricted shares (the “Award Shares”) of the Company’s common stock, $0.01 par value (the “Common Stock”), under the FTI Consulting, Inc. 2004 Long-Term Incentive Plan, as amended from time to time (the “Plan”), conditioned upon your agreement to the terms and conditions described below. The effective date of this Award will be November 1, 2005 (the “Grant Date”), subject to your promptly signing and returning a copy of this Agreement (as defined below) to the Company, and delivering to the Company a stock power, endorsed in blank, with respect to the Award Shares.

This Agreement (the “Agreement”) evidences the Award of the Award Shares. The Award is subject in all respects to and incorporates by reference the terms and conditions of the Plan. By executing this Agreement, you acknowledge that you have received a copy of the Plan and the Prospectus for the Plan (as amended from time to time, the “Prospectus”). You may request additional copies of the Plan or Prospectus by contacting the Secretary of the Company at FTI Consulting, Inc., 900 Bestgate Road, Suite 100, Annapolis, Maryland 21401 (Phone: (410)  ###-###-####). You also may request from the Secretary of the Company copies of the other documents that make up a part of the Prospectus (described more fully at the end of the Prospectus), as well as all reports, proxy statements and other communications distributed to the Company’s security holders generally. This Agreement and the Award of the Award Shares are made in consideration of your employment with the Company and in fulfillment of applicable terms of the written employment agreement dated as of November 1, 2005 (the “Employment Agreement”), between you and the Company.

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{The Glossary follows on the next page.}

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GLOSSARY

(a) “Affiliate” means any entity, whether now or hereafter existing, which controls, is controlled by, or is under common control with, the Company (including, but not limited to, joint ventures, limited liability companies, and partnerships), as determined by the Committee.

(b) “Cause” has the meaning ascribed to such term in the Employment Agreement.

(c) “Change of Control” has the meaning ascribed to such term in the Employment Agreement.

(d) “Committee” means the Compensation Committee of the Board (or any successor Board committee as may be designated by the Board from time to time), comprised of directors who are independent directors as defined in the New York Stock Exchange’s Listed Company Manual and who are “non-employee directors” within the meaning of Rule 16b-3 promulgated by the Securities and Exchange Commission under the Exchange Act.

(e) “Company” means FTI Consulting, Inc., a Maryland corporation.

(f) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor thereto.

(g) “Good Reason” has the meaning ascribed to such term in the Employment Agreement.

(h) “Service” means your employment or other service relationship with the Company or an Affiliate of the Company, except that if you cease to be a “common law employee” of the Company or any of its Affiliates but you continue to provide bona fide services to the Company or any of its Affiliates following such cessation in a different capacity, including without limitation as a director, consultant or independent contractor, then a termination of your employment or service relationship will not be deemed to have occurred for purposes of this Agreement upon such change in capacity. In the event that your employment or service relationship is with a business, trade or entity that, after the Grant Date, ceases for any reason to be part of the Company or an Affiliate, your employment or service relationship will be deemed to have terminated for purposes of this Agreement upon such cessation if your employment or service relationship does not continue uninterrupted immediately thereafter with the Company or an Affiliate of the Company.

(i) “Disabled”; “Disability” has the meaning ascribed to such terms in the Employment Agreement.

(j) “You”; “Your”. You means the recipient of the Award Shares as reflected in the first paragraph of this Agreement. Whenever the word “you” or “your” is used in any provision of this Agreement under circumstances where the provision should logically be construed, as determined by the Committee, to apply to the estate, personal representative, or beneficiary to whom the Award Shares may be transferred by will or by the laws of descent and distribution, the words “you” and “your” will be deemed to include such person.

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{The signature page follows.}

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer as of this 1st day of November, 2005.

The undersigned hereby acknowledges that he/she has carefully read this Agreement and agrees to be bound by all of the provisions set forth herein.

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STOCK POWER

FOR VALUE RECEIVED, the undersigned, Dominic DiNapoli, hereby sells, assigns and transfers unto FTI Consulting, Inc., a Maryland corporation (the “Company”), or its successor,                  shares of common stock, par value $.01 per share, of the Company standing in my name on the books of the Company, represented by Certificate No.         , or as otherwise documented in the stock ledger for the Company, and hereby irrevocably constitutes and appoints Jack B. Dunn IV and Theodore I. Pincus, or any one of them, as my attorney-in-fact to transfer the said stock on the books of the Company with full power of substitution in the premises.

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