Exhibit 10.17
FLUOR
SPECIAL EXECUTIVE INCENTIVE PLAN
As Amended and Restated
Effective October 1, 1993
ARTICLE I
DEFINITIONS
Sec. 1. I DEFINITIONS
As used herein, the following terms shall have the meanings
hereinafter set forth unless the context clearly, indicates to
the contrary,
(a) "Awards" shall mean both Long-Term Incentive Awards
and Restricted Unit Awards as provided herein.
(b) "Board" shall mean the Board of Directors of the
Company.
(c) "Committee" shall mean the Organization and
Compensation Committee of the Board.
(d) "Company" shall mean Fluor Corporation.
(e) "Eligible Employee" shall mean an employee who is an
officer of the Company or any Subsidiary or who is a
member of the Management Control Group of the Company
and its Subsidiaries.
(f) "Fair Market Value" shall mean the average of the
highest price and the lowest price per share at which
the Stock is sold in the regular way on the New York
Stock Exchange on the day such value is to be
determined hereunder or, in the absence of any
reported sales on such day, the first preceding day
on which there were such sales.
(g) "Grantee" shall mean an Eligible Employee to whom
Awards have been granted hereunder.
(h) "Long-Term Incentive Award" shall mean amounts
awarded pursuant to Section 5 hereof.
(i) "Management Control Group" shall mean those employees
who have been determined to be eligible to
participate in the Fluor Corporation and Subsidiaries
Executive Incentive Compensation Program or in other
similar management incentive compensation programs of
the Company or a Subsidiary.
(j) "Plan" shall mean the Fluor Special Executive
Incentive Plan, the terms of which are set forth
herein.
(k) "Restricted Unit Award" shall mean amounts awarded
pursuant to Section 6 hereof.
(l) "Return on Average Shareholders' Equity" shall mean,
for any fiscal year, the percentage amount reported
as "Return on Average Shareholders Equity" in the
"Highlights" section of the Company's Annual Report
to Stockholders for such fiscal year.
(m) "Stock" shall mean the common stock of the Company
or,in the event that the outstanding shares of Stock
are hereafter changed into or exchanged for shares
of a different stock or securities of the Company or
some other corporation, such other stock or
securities.
(n) "Subsidiary" shall mean any corporation, the majority
of the outstanding capital stock of which is owned,
directly or indirectly, by the Company.
(o) "Ten Year Treasury Yield" shall mean, for any fiscal
period, the daily average percent per annum yield for
U. S. Government Securities - 10 year Treasury
constant maturities, as published in the Federal
Reserve statistical release or any successor
publication.
ARTICLE 11
THE PLAN
Sec. 2.1 NAME
This plan shall be known as the "Fluor Special Executive
Incentive Plan."
Sec. 2.2 PURPOSE
The purpose of the Plan is to advance the interests of the
Company and its shareholders by providing Eligible Employees who
can directly and significantly influence the profits of the
Company and therefore the market value of its Stock with a form
of cash incentive compensation ("Long-Term Incentive Awards")
which becomes payable upon the attainment of specified
performance objectives and with another form of cash compensation
("Restricted Unit Awards") which is designed to compensate for
the income and employment tax withholding arising from the lapse
of restrictions on shares of restricted stock granted to such
Eligible Employees. Restricted Unit Awards are intended to
encourage executive stock ownership by eliminating the need to
dispose of a portion of any newly vested restricted shares to pay
the withholding amounts.
Sec. 2.3 EFFECTIVE DATE AND DURATION
The Plan shall become effective as of April 27, 1987. The
Awards granted hereunder must be awarded on or before October 31,
1999.
ARTICLE III
PARTICIPANTS
Sec. 3.1 ELIGIBILITY
Any Eligible Employee of the Company or its
Subsidiaries shall be eligible to participate in the Plan;
provided, however, that no member of the Committee shall be
eligible to participate.
ARTICLE IV
ADMINISTRATION
Sec. 4.1 DUTIES AND POWERS OF COMMITTEE
The Plan shall be administered by the Committee.
Subject to the express provisions of the Plan, the Committee
shall have sole discretion and authority to determine from among
Eligible Employees those to whom and the time or times at which
Awards may be granted, the amount of such Awards and the terms
and conditions upon which such Awards shall become earned and
payable. Subject to the express provisions of the Plan, the
Committee shall also have complete authority to interpret the
Plan, to prescribe, amend and rescind rules and regulations
relating to it, and to make all other determinations necessary or
advisable in the administration of the Plan.
Sec. 4.2 MAJORITY RULE
A majority of the members of the Committee shall
constitute a quorum, and any action taken by a majority present
at a meeting at which a quorum is present or any action taken
without a meeting evidenced by a writing executed by a majority
of the whole Committee shall constitute the action of the
Committee.
Sec. 4.3 COMPANY ASSISTANCE
The Company shall supply full and timely information to the
Committee on all matters relating to eligible employees, their
employment, death, retirement, disability or other termination of
employment, and such other pertinent facts as the Committee may
require. The Company shall furnish the Committee with such
clerical and other assistance as is necessary in the performance
of its duties.
ARTICLE V
LONG-TERM INCENTIVE AWARDS
Sec. 5.1 LONG-TERM INCENTIVE AWARD GRANT AND AGREEMENT
Each Long-Term Incentive Award made hereunder shall be
evidenced by minutes of a meeting or the written consent of the
Committee and by a written Agreement dated as of the date of
grant and executed by the Company and the Grantee which Agreement
shall set forth such terms and conditions as may be determined by
the Committee consistent with the Plan.
Sec. 5.2 DETERMINATION OF LONG-TERM INCENTIVE AWARDS
In advance of the granting each Long-Term Incentive Award
hereunder the Committee shall:
(a) Establish the specific threshold, target and maximum
earnings level (which may be characterized either in
terms of net earnings or earnings excluding certain
items such as interest, taxes, depreciation or
amortization) which must be attained over a three
fiscal year period in order for such Award (or
portion thereof) to become earned by the Grantee and
payable by the Company; and
(b) Establish a graded series of Award levels which shall
designate the amount to be paid to Grantees at each
such level if either the threshold, target or maximum
earnings level is achieved, and assign an Award grade
level for each Grantee. If the threshold target is
not achieved, no Award will be payable to the
Grantee. If the maximum target or more is achieved,
then the Award shall be the maximum Award amount for
the Grantee's grade level. If an earnings amount
between the threshold and target earnings level is
achieved, then the amount of the Award shall be
corresponding prorata amount between the threshold
Award amount and the target Award amount. If an
earnings amount between the target level and maximum
earnings level is achieved, then the amount of the
Award shall be the corresponding prorata amount
between the target Award amount and the maximum Award
amount. The maximum amount of any Award shall be
$600,000.00.
Sec. 5.3 EFFECT OF DEATH OR OTHER TERMINATION OF EMPLOYMENT
If, prior to the date on which any Long-Term Incentive Award
becomes earned and payable, the Grantee's employment with the
Company or its Subsidiaries shall be terminated by the Company or
Subsidiary with or without cause, or by the act of the Grantee,
then the Grantee's rights with respect to that portion of the
Long-Term Incentive Award which has not been earned as of the
date of such termination shall immediately terminate and all
fights thereunder shall cease; provided, however, that if such
termination of employment shall occur as a result of the
Grantee's death or permanent and total disability, as determined
in accordance with applicable Company personnel policies, or if
the Grantee's employment with the Company or its Subsidiaries
shall be terminated within two years after a Change of Control of
the Company and such termination occurs prior to a date on which
a Long-Term incentive Award would have become earned and payable,
such Award shall become earned and payable in accordance with its
original terms and conditions notwithstanding such termination.
ARTICLE VI
RESTRICTED UNIT AWARDS
Sec. 6.1 RESTRICTED UNIT AWARD GRANT AND AGREEMENT
Each Restricted Unit Award granted hereunder shall be
evidenced by minutes of a meeting or the written consent of the
Committee and by a written Agreement dated as of the date of
grant and executed by the Company and the Grantee, which
Agreement shall set forth such terms and conditions as may be
determined by the Committee consistent with the Plan. A
Restricted Unit Award of Restricted Units may only be made in
connection with an Award of Restricted Stock pursuant to the 1988
Fluor Executive Stock Plan. No Awards of Restricted Units may be
made during any fiscal year unless, for the preceding fiscal
year, Return on Average Shareholders' Equity exceeded the Ten
Year Treasury Yield by more than three percentage points.
Sec. 6.2 DETERMINATION OF AWARD AMOUNT
In advance of the granting of each Restricted Unit Award
hereunder the Committee shall:
(a) Establish various Award grade levels (which levels
shall be the same as those established by the
Committee for concurrent Awards of Restricted Stock
made pursuant to the 1988 Fluor Executive Stock Plan)
that shall designate the maximum number of Restricted
Units which may be awarded annually to a Grantee in
each Award grade level. The number of Restricted
Units for each Award grade level shall be calculated
by reference to the applicable federal and state
income and employment withholding tax rates; and
(b) Assign an Award grade level for each Grantee which
shall correspond to the Award grade level assigned to
such Grantee in connection with the concurrent
granting to him of Restricted Stock pursuant to the
1988 Fluor Executive Stock Plan. The Committee shall
have the sole discretion and authority to make an
Award of less than the maximum number of Units for a
Grantee's assigned grade level or to make no Award at
all to such Eligible Employee. In no event shall the
total number of Restricted Units granted to any
Eligible Employee in any fiscal year exceed I 0,000.
Sec. 6.3 AWARD TERMS AND CONDITIONS
Each Restricted Unit shall have a value equal to the Fair
Market Value on the date that such Award, or portion thereof,
becomes earned and payable. Each award shall become earned and
payable in ten equal increments on each of the ten succeeding
anniversary dates following the date of the Award, or upon such
other terms and conditions as may be determined by the Committee.
The proceeds of each Award shall be applied in payment of
applicable federal and state income and employment withholding
taxes arising from the lapse of restrictions on the related
restricted stock and from such Award (or portion thereof)
becoming earned and payable, with the balance, if any, to be
remitted to the Grantee. If the outstanding shares of Stock
of the Company are increased, decreased, or exchanged for a
different number or kind of shares or other securities, or if
additional shares or new or different shares or other securities
are distributed with respect to such shares of Stock or other
securities, through merger, consolidation, sale of all or
substantially all of the property of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split,
reverse stock split or other distribution with respect to such
shares of Stock or other securities, an appropriate and
proportionate adjustment may be made in the number of Restricted
Units subject to outstanding Awards. Such adjustments will be
made by the Committee, whose determination as to what adjustments
will be made and the extent thereof will be final, binding, and
conclusive.
Sec. 6.4 EFFECT OF DEATH OR OTHER TERMINATION OF EMPLOYMENT
If, prior to the date on which the Restricted Units, or
any portion thereof becomes earned and payable, the Grantee's
employment with the Company or its Subsidiaries shall be
terminated by the Company or Subsidiary with or without cause, or
by the act of the Grantee, then the Grantee's rights with respect
to that portion of the Award which has not been earned as of the
date of such termination shall immediately terminate and all
rights thereunder shall cease; provided, however, that if the
Grantee's death or permanent and total disability, as determined
in accordance with applicable Company personnel policies, or if
the Grantee's employment with the Company or its Subsidiaries
shall be terminated within two years after a Change of Control of
the Company and such termination occurs prior to a date on which
an Award would have become earned and payable, such Award shall
immediately become earned and payable on the date of such
termination.
ARTICLE VII
TERMINATION, AMENDMENT AND MODIFICATION OF PLAN
Sec. 7.1 TERMINATION, AMENDMENT AND MODIFICATION OF PLAN
The Board may at any time, upon recommendation of the
Committee, terminate, and may at any time and from time to time
and in any respect amend or modify, the Plan; provided, however,
that no termination, amendment or modification of the Plan shall
in any manner affect any Awards theretofore granted under the
Plan without the consent of the Grantee.
ARTICLE VII
MISCELLANEOUS
Sec. 8.1 NONTRANSFERABILITY OF AWARDS
No Awards granted hereunder shall be transferred by a
Grantee otherwise than by will or the laws of descent and
distribution. During the lifetime of a Grantee, such Awards
shall be payable only to the Grantee.
Sec. 8.2 EMPLOYMENT
Nothing in the Plan or in any Awards granted hereunder shall
confer upon any employee the right to continue in the employ of
the Company or any Subsidiary.
Sec. 8.3 OTHER COMPENSATION PLANS
The adoption of the Plan shall not affect any stock option
or incentive or other compensation plans in effect for the
Company or any Subsidiary, nor shall the Plan preclude the
Company from establishing any other forms of incentive or other
compensation for employees of the Company or any Subsidiary.
Sec. 8.4 PLAN BINDING ON SUCCESSORS
The Plan shall be binding upon the successors and assigns
of the Company.
Sec. 8.5 SINGULAR, PLURAL GENDER
Whenever used herein, nouns in the singular shall include
the plural, and the masculine pronoun shall include the feminine
gender.
Sec. 8.6 HEADINGS, ETC., NOT PART OF PLAN
Headings of Articles and Sections hereof are inserted for
convenience and reference; they constitute no part of the Plan.