FLUOR CORPORATION
STOCK PLAN FOR
NON-EMPLOYEE DIRECTORS
TABLE OF CONTENTS
Page
ARTICLE I - DEFINITIONS . . . . . . . . . . . . . . . . . . . . 1
Sec. 1.1 Definitions . . . . . . . . . . . . . . . . . . 1
ARTICLE II - GENERAL . . . . . . . . . . . . . . . . . . . . . 2
Sec. 2.1 Name . . . . . . . . . . . . . . . . . . . . . . 2
Sec. 2.2 Purpose . . . . . . . . . . . . . . . . . . . . 2
Sec. 2.3 Effective Date . . . . . . . . . . . . . . . . . 3
Sec. 2.4 Limitations . . . . . . . . . . . . . . . . . . 3
Sec. 2.5 Awards Granted Under Plan . . . . . . . . . . . 3
ARTICLE III - PARTICIPANTS . . . . . . . . . . . . . . . . . . 3
Sec. 3.1 Eligibility . . . . . . . . . . . . . . . . . . 3
ARTICLE IV - ADMINISTRATION . . . . . . . . . . . . . . . . . . 3
Sec. 4.1 Duties and Powers of Committee . . . . . . . . . 3
Sec. 4.2 Majority Rule . . . . . . . . . . . . . . . . . 4
Sec. 4.3 Company Assistance . . . . . . . . . . . . . . . 4
ARTICLE V - AWARDS . . . . . . . . . . . . . . . . . . . . . . 4
Sec. 5.1 Award Grant and Restricted Stock Agreement . . . 4
Sec. 5.2 Consideration for Issuance . . . . . . . . . . . 4
Sec. 5.3 Restrictions on Sale or Other Transfer . . . . . 5
Sec. 5.4 Lapse of Restrictions . . . . . . . . . . . . . 6
Sec. 5.5 Early Retirement . . . . . . . . . . . . . . . . 6
Sec. 5.6 Rights as Stockholder . . . . . . . . . . . . . 6
ARTICLE VI - RESTRICTED UNIT AWARDS . . . . . . . . . . . . . . 6
Sec. 6.1 Restricted Unit Award Grant and Agreement . . . 6
Sec. 6.2 Award Terms and Conditions . . . . . . . . . . . 6
Sec. 6.3 Effect of Resignation, Removal,
Death or Retirement . . . . . . . . . . . . . 7
ARTICLE VII - STOCK CERTIFICATES . . . . . . . . . . . . . . . 7
Sec. 7.1 Stock Certificates . . . . . . . . . . . . . . . 7
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Page
ARTICLE VIII - Termination, Amendment and
Modification of Plan . . . . . . . . . . . . . 8
Sec. 8.1 Termination, Amendment and
Modification of Plan . . . . . . . . . . . . . 8
ARTICLE IX - MISCELLANEOUS . . . . . . . . . . . . . . . . . . 9
Sec. 9.1 Adjustment Provisions . . . . . . . . . . . . . 9
Sec. 9.2 Continuation of Board Service . . . . . . . . . 9
Sec. 9.3 Compliance with Government Regulations . . . . . 9
Sec. 9.4 Privileges of Stock Ownership . . . . . . . . . 9
Sec. 9.5 Withholding . . . . . . . . . . . . . . . . . 10
Sec. 9.6 Nontransferability . . . . . . . . . . . . . . 10
Sec. 9.7 Other Compensation Plans . . . . . . . . . . . 10
Sec. 9.8 Plan Binding on Successors . . . . . . . . . . 10
Sec. 9.9 Singular, Plural; Gender . . . . . . . . . . . 10
Sec. 9.10 Headings, etc., No Part of Plan . . . . . . . 10
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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) "Age for Board Retirement" shall mean the age for
mandatory retirement of members of the Board as specified in the
Bylaws of the Company, as applied to Eligible Directors on the
date of such Eligible Directors' retirement from the Board.
(b) "Award" shall mean an award of Restricted Stock
pursuant to the provisions of Article V hereof.
(c) "Awardee" shall mean an Eligible Director to whom
Restricted Stock has been awarded hereunder.
(d) "Board" shall mean the Board of Directors of the
Company.
(e) "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.
(f) "Committee" shall mean members of the Board who are
not eligible to participate in the Plan.
(g) "Company" shall mean Fluor Corporation.
(h) "Eligible Director" shall mean a director of the
Company who is not and never has been an employee of the Company
or any of its Subsidiaries.
(i) "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
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or, in the absence of any reported sales on such day, the first
preceding day on which there were such sales.
(j) "Plan" shall mean the Stock Plan for Non-Employee
Directors, the current terms of which are set forth herein.
(k) "Restricted Stock" shall mean Stock that may be
awarded to an Eligible Director by the Committee pursuant to
Article V hereof, which is nontransferable and subject to a
substantial risk of forfeiture until specific conditions are met.
(l) "Restricted Stock Agreement" and "Restricted Unit
Agreement" shall mean the agreement between the Company and the
Awardee with respect to Restricted Stock and Restricted Units,
respectively, awarded hereunder.
(m) "Restricted Unit Award" shall mean amounts awarded
pursuant to Article VI hereof.
(n) "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.
(o) "Subsidiary" shall mean any corporation, the
majority of the outstanding capital stock of which is owned,
directly or indirectly, by the Company or any partnership or
joint venture in which either the Company or such a corporation
is at least a twenty percent (20%) equity participant.
ARTICLE II
GENERAL
Sec. 2.1 NAME
This Plan shall be known as the "Stock Plan for Non-Employee
Directors".
Sec. 2.2 PURPOSE
The purpose of the Plan is to advance the interests of the
Company and its stockholders by affording to Eligible Directors of the
Company an opportunity to acquire or increase their proprietary
interest in the Company by the grant to such directors of Awards under
the terms set forth herein. By encouraging non-employee
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directors to become owners of Company shares, the Company seeks to
increase their incentive for enhancing shareholder value and to motivate,
retain and attract those highly competent individuals upon whose judgment,
initiative, leadership and continued efforts the success of the
Company in large measure depends.
Sec. 2.3 EFFECTIVE DATE
The Plan shall become effective upon its approval by the holders
of a majority of the shares of Stock of the Company represented at an
annual or special meeting of the stockholders of the Company.
Sec. 2.4 LIMITATIONS
Subject to adjustment pursuant to the provisions of Section 9.1
hereof, the aggregate number of shares of Stock which may be issued as
Awards shall not exceed 25,000. Any such shares may be either
authorized and unissued shares or shares issued and thereafter
acquired by the Company.
Sec. 2.5 AWARDS GRANTED UNDER PLAN
Shares of Stock received pursuant to a Restricted Stock Agreement
executed hereunder with respect to which the restrictions provided for
in Section 5.3 hereof have lapsed shall not again be available for
Award grant hereunder. If Restricted Stock is acquired by the Company
pursuant to the provisions of paragraph (c) of Section 5.3 hereof, new
Awards may be granted hereunder covering the number of shares to which
such Restricted Stock acquisition relates.
ARTICLE III
PARTICIPANTS
Sec. 3.1 ELIGIBILITY
Any Eligible Director shall be eligible to participate in the
Plan.
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 also have
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complete authority to interpret the Plan, to prescribe, amend and rescind
rules and regulations relating to it, to determine the details
and provisions of each Restricted Stock and Restricted Unit Agreement, 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 Directors, their death,
retirement, removal or resignation from the Board 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 RESTRICTED STOCK AGREEMENT
The Committee shall grant a one time Award of 1000 shares of
Restricted Stock to Eligible Directors. Such Awards shall be made to
each current Eligible Director upon shareholder approval of the Plan
and to any subsequently appointed Eligible Director on a date
determined by the Committee, in its sole discretion, following such
appointment to the Board. Each Award granted hereunder must be granted
within ten years from the effective date of the Plan. The Awardee
shall be entitled to receive the Stock subject to such Award only if
the Company and the Awardee, within 60 days after the date of the
Award, enter into a written Restricted Stock Agreement dated as of the
date of the Award, which Agreement shall set forth such terms and
conditions as may be determined by the Committee consistent with the
Plan.
Sec. 5.2 CONSIDERATION FOR ISSUANCE
No shares of Restricted Stock shall be issued to an Awardee
hereunder unless and until the Committee shall have determined that
consideration has been received by the Company, in the form of
services actually rendered to the Company by the Awardee, having a
fair value of not less than the then fair market value of a like
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number of shares of Stock subject to all of the herein provided
conditions and restrictions applicable to Restricted Stock, but in no
event less than the par value of such shares.
Sec. 5.3 RESTRICTIONS ON SALE OR OTHER TRANSFER
Each share of Stock received pursuant to each Restricted Stock
Agreement shall be subject to acquisition by Fluor Corporation, and
may not be sold or otherwise transferred except pursuant to the
following provisions:
(a) The shares of Stock represented by the Restricted
Stock Agreement shall be held in book entry form with the
Company's transfer agent until the restrictions lapse in
accordance with the conditions established by the Committee
pursuant to Section 5.4 hereof, or until the shares of stock are
forfeited pursuant to paragraph (c) of this Section 5.3.
Notwithstanding the foregoing, the Awardee may request that,
prior to the lapse of the restrictions or forfeiture of the
shares, certificates evidencing such shares be issued in his name
and delivered to him, and each such certificate shall bear the
following legend:
"The shares of Fluor Corporation common stock
evidenced by this certificate are subject to
acquisition by Fluor Corporation, and such
shares may not be sold or otherwise
transferred except pursuant to the provisions
of the Restricted Stock Agreement by and
between Fluor Corporation and the registered
owner of such shares."
(b) No such shares may be sold, transferred or
otherwise alienated or hypothecated so long as such shares are
subject to the restriction provided for in this Section 5.3.
(c) Upon an Awardee's removal or resignation from the
Board for any reason, all of the Awardee's Restricted Stock
remaining subject to restriction shall be acquired by the Company
effective as of the date of such removal or resignation. Upon the
occurrence or non-occurrence of such other events as shall be
determined by the Committee and specified in the Awardee's
Restricted Stock Agreement relating to any such Restricted Stock,
all of such Restricted Stock remaining subject to restriction
shall be acquired by the Company upon the occurrence or non-
occurrence of such event.
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Sec. 5.4 LAPSE OF RESTRICTIONS
As to current Eligible Directors, the restrictions on 20% of each
Award will lapse upon the date of the Award. Thereafter, the
restrictions will lapse in four equal increments on each of the four
succeeding anniversary dates following the date of the Award. As to
subsequently appointed Eligible Directors, the restrictions on 20% of
each Award will lapse on March 14 next following the date of Award.
Thereafter, the restrictions will lapse in four equal increments on
the succeeding anniversary dates following the date of lapsing of
restrictions on the first 20% of the shares. In the case of a Company
Change of Control, death, attainment of the Age for Board Retirement
or approved early retirement in accordance with Section 5.5 below of
an Awardee, all restrictions on all Restricted Stock held by the
Awardee will lapse.
Sec. 5.5 EARLY RETIREMENT
An Eligible Director who leaves the Board prior to the Age for
Board Retirement, may, upon application to and in the sole discretion
of the Committee, be granted early retirement status.
Sec. 5.6 RIGHTS AS STOCKHOLDER
Subject to the provisions of Section 5.3 hereof, upon the
issuance to the Awardee of Restricted Stock hereunder, the Awardee
shall have all the rights of a stockholder with respect to such Stock,
including the right to vote the shares and receive all dividends and
other distributions paid or made with respect thereto.
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 Restricted Unit Agreement dated as of the date of grant and
executed by the Company and the Awardee, which Agreement shall set
forth such terms and conditions as may be determined by the Committee
consistent with the Plan. A Restricted Unit Award may be made only in
connection with an Award made hereunder.
Sec. 6.2 AWARD TERMS AND CONDITIONS
Each Restricted Unit Award shall have a value equal to the Fair
Market Value on the date that such award, or portion thereof,
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becomes earned and payable. Each Restricted Unit Award shall become
earned and payable in five equal increments on each of the five dates
upon which a portion of the restrictions lapse on the underlying Award,
or upon such other terms and conditions as may be determined by the
Committee. The proceeds of each Restricted Unit Award shall be applied
in payment of applicable federal and state 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 Awardee. 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 Restricted Stock
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. 6.3 EFFECT OF RESIGNATION, REMOVAL, DEATH OR RETIREMENT
If, prior to the date on which the Restricted Units, or any
portion thereof becomes earned and payable, the Awardee is removed or
resigns from the Board for any reason, then the Awardee's rights with
respect to that portion of the Restricted Units which have not been
earned as of the date of such termination shall immediately terminate
and all rights thereunder shall cease; provided, however, in the case
of a Company Change of Control, death, attainment of the Age for Board
Retirement, or approved early retirement in accordance with Section
5.5, the Restricted Units will become earned and payable on the date
upon which all restrictions on the Award lapse.
ARTICLE VII
STOCK CERTIFICATES
Sec. 7.1 STOCK CERTIFICATES
The Company shall not be required to issue or deliver any
certificate for shares of Stock received as Restricted Stock pursuant
to a Restricted Stock Agreement executed hereunder, prior to
fulfillment of all of the following conditions:
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(a) the admission of such shares to listing on all
stock exchanges on which the Stock is then listed;
(b) the completion of any registration or other
qualification of such shares under any federal or state law or
under the rulings or regulations of the Securities and Exchange
Commission or any other governmental regulatory body, which the
Committee shall in its sole discretion deem necessary or
advisable;
(c) the obtaining of any approval or other clearance
from any federal or state governmental agency which the Committee
shall in its sole discretion determine to be necessary or
advisable; and
(d) the lapse of such reasonable period of time
following the execution of the Restricted Stock Agreement as the
Committee from time to time may establish for reasons of
administrative convenience.
ARTICLE VIII
TERMINATION, AMENDMENT AND MODIFICATION OF PLAN
Sec. 8.1 TERMINATION, AMENDMENT AND MODIFICATION OF PLAN
The Committee may at any time terminate, and may at any time and
from time to time and in any respect amend or modify, the Plan,
provided, however, that no such action of the Committee without
approval of the stockholders of the Company may:
(a) increase the total number of shares of Stock
subject to the Plan except as contemplated in Section 9.1 hereof;
(b) materially increase the benefits accruing to
participants under the Plan;
(c) withdraw the administration of the Plan from the
Committee; or
(d) permit any person while a member of the Committee
to be eligible to receive Restricted Stock under the Plan; and
provided further, that no termination, amendment or modification
of the Plan shall in any manner affect a Restricted Stock
Agreement theretofore executed pursuant to the Plan without the
consent of Awardee.
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ARTICLE IX
MISCELLANEOUS
Sec. 9.1 ADJUSTMENT PROVISIONS
(a) Subject to Section 9.1(b) below, 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
(i) the maximum number and kind of shares provided in Section 2.4 and
(ii) the number and kind of shares or other securities subject to the
outstanding Awards.
(b) Adjustments under Section 9.1(a) 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. No
fractional interests will be issued under the Plan resulting from any
such adjustments.
Sec. 9.2 CONTINUATION OF BOARD SERVICE
Nothing in the Plan or in any instrument executed pursuant to the
Plan will confer upon any Eligible Director any right to continue to
serve on the Board.
Sec. 9.3 COMPLIANCE WITH GOVERNMENT REGULATIONS
No shares of Stock will be issued hereunder unless and until all
applicable requirements imposed by federal and state securities and
other laws, rules, and regulations and by any regulatory agencies
having jurisdiction and by any stock exchanges upon which the Stock
may be listed have been fully met. As a condition precedent to the
issuance of shares of Stock pursuant hereto, the Company may require
the director to take any reasonable action to comply with such
requirements.
Sec. 9.4 PRIVILEGES OF STOCK OWNERSHIP
No director and no beneficiary or other person claiming under or
through such director will have any right, title, or interest in or to
any shares of Stock allocated or reserved under the Plan or subject to
any Award except as to such shares of Stock, if any, that have been
issued to such director.
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Sec. 9.5 WITHHOLDING
The Company may make such provisions as it deems appropriate to
withhold any taxes the Company determines it is required to withhold
in connection with any Award. The Company may require the director to
satisfy any relevant tax requirements before authorizing any issuance
of Stock to the director. Such settlement may be made in cash or
Stock.
Sec. 9.6 NONTRANSFERABILITY
An Award may be exercised during the life of the director solely
by the director or the director's duly appointed guardian or personal
representative. No Award and no other right under the Plan, contingent
or otherwise, will be assignable or subject to any encumbrance,
pledge, or charge of any nature.
Sec. 9.7 OTHER COMPENSATION PLANS
The adoption of the Plan shall not affect any other 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 or directors of the Company or any Subsidiary.
Sec. 9.8 PLAN BINDING ON SUCCESSORS
The Plan shall be binding upon the successors and assigns of the
Company.
Sec. 9.9 SINGULAR, PLURAL; GENDER
Whenever used herein, nouns in the singular shall include the
plural, and the masculine pronoun shall include the feminine gender.
Sec. 9.10 HEADINGS, ETC., NO PART OF PLAN
Headings of Articles and Sections hereof are inserted for
convenience and reference; they constitute no part of the Plan.
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