DIRECTORS' ACHIEVEMENT AWARD PROGRAM
Adopted as of December 6, 1994
ARTICLE I
DEFINITIONS
Sec. 1.1 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 amounts awarded pursuant to Article V
hereof.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Change of Control" of the Company shall be deemed to have
occurred if, (i) a third person, including a 'group' as
defined in Section 13(d)(3) of the Securities Exchange Act of
1934, acquires shares of the Company having twenty-five percent
or more of the total number of votes that may be cast for the
election of directors of the Company; or (ii) as the result of
any cash tender or exchange offer, merger or other business
combination, or any combination of the foregoing transactions
(a "Transaction"), the persons who were directors of the
Company before the Transaction shall cease to constitute a
majority of the Board of the Company or any successor to the
Company.
(d) "Committee" shall mean the Organization and Compensation
Committee of the Board.
(e) "Company" shall mean Fluor Corporation.
(f) "Eligible Employee" shall mean an employee who is a member of
the Company's leadership team as determined from time to time
by the Chief Executive Officer of the Company.
(g) "Grantee" shall mean an Eligible Employee to whom Awards have
been granted hereunder.
(h) "Incentive Plan" shall mean the Fluor Special Executive
Incentive Plan.
(i) "Plan" shall mean the Directors' Achievement Award Program, the
terms of which are set forth herein.
(j) "Subsidiary" shall mean any corporation, the majority of the
outstanding capital stock of which is owned, directly or
indirectly, by the Company.
(k) "Stock Plan" shall mean the 1988 Executive Stock Plan and any
successor stock plan which is adopted by the Board and approved
by a vote of the shareholders of the Company.
ARTICLE II
THE PLAN
Sec. 2.1 NAME
This plan shall be known as the "Directors' Achievement Award Program".
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
("Awards") which becomes payable upon the attainment of specified
performance objectives. As part of the program, Eligible Employees may
also be granted shares of restricted stock under the Stock Plan,
related restricted units under the Incentive Plan, and stock options
under the Stock Plan, all on such terms and conditions as the Committee
shall determine.
Sec. 2.3 EFFECTIVE DATE AND DURATION
The Plan shall become effective as of December 6, 1994. The Awards
granted hereunder must be awarded on or before October 31, 2000.
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
AWARDS
Sec. 5.1 AWARD GRANT AND AGREEMENT
Each Award to be 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 AWARDS
In advance of the granting each Award hereunder the Committee shall:
(a) Establish the specific earnings level or levels (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 within a specified
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 the
earnings level is achieved during the specified period, and
assign an Award grade level for each Grantee. If the earnings
level is not achieved during the specified period, no Award
will be payable to the Grantee. In the event of a reduction
in a Grantee's responsibilities subsequent to the grant of an
Award, the Committee shall have sole discretion and authority
at any time prior to the earning of the Award to reduce such
Grantee's assigned Award grade level or to discontinue such
Grantee's further participation in such Award. In the event of
any such reduction or discontinuance, the amount of the
Eligible Employee's Award shall be adjusted proportionately
based on the number of months during the specified period that
the Eligible Employee is assigned by the Committee to each of
the various Award Levels, and to reflect the portion of the
specified period that the Grantee's participation in the Award
has been discontinued. The maximum amount of any Award shall
be $2,500,000.
Sec. 5.3 EFFECT OF DEATH OR OTHER TERMINATION OF EMPLOYMENT
Except as otherwise established by the Committee in determining the
terms and conditions of a particular Award, if, prior to the date on
which an Award (or applicable 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
any Award which has not become earned and payable as of the date of
such termination shall immediately terminate and all rights thereunder
shall cease.
ARTICLE VI
TERMINATION, AMENDMENT AND MODIFICATION OF PLAN
Sec. 6.1 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 except as
otherwise provided herein, 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. 7.1 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. 7.2 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. 7.3 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. 7.4 PLAN BINDING ON SUCCESSORS
The Plan shall be binding upon the successors and assigns of the
Company.
Sec. 7.5 SINGULAR, PLURAL GENDER
Whenever used herein, nouns in the singular shall include the plural,
and the masculine pronoun shall include the feminine gender.
Sec. 7.6 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.