EXHIBIT 10.18
(FLUOR(R) LOGO)
ALAN L. BOECKMANN
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Fluor Corporation
1 Enterprise
Aliso Viejo, CA 92656-2606
March 27, 2006
Mr. John L. Hopkins
1853 Broken Bend
Westlake, TX 76262
Dear John:
It is my pleasure to inform you that I have approved a special Retention Award
for you which has been structured as follows:
AWARD AMOUNT: $1,500,000 total award, 50% in cash credited to your
Fluor Deferred Compensation Program account and 50% in
restricted stock.
RETENTION PERIOD: APRIL 1, 2006 THROUGH MARCH 31, 2010.
RETENTION AGREEMENT: CASH CREDITED TO Your Fluor Deferred Compensation Program
Account The initial cash award of $750,000 will be
credited to a money market account. You are eligible to
change the initial crediting option to other available
crediting options consistent with program administration.
- $187,500 of the cash credited to your account will
vest on March 31, 2007, if you are actively employed
with the Company on that date.
- $187,500 of the cash credited to your account will
vest on March 31, 2008, if you are actively employed
with the Company on that date.
- $187,500 of the cash credited to your account will
vest on March 31, 2009, if you are actively employed
with the Company on that date.
- The remaining $187,500 of the cash credited to your
account plus any accrued gains or losses will vest
on March 31, 2010, if you are actively employed with
the Company on that date.
You will need to make a deferral election to correspond
with this award to determine how it will be distributed
(a form is enclosed) within 5 days after signing this
agreement.
Restricted Stock Component
$750,000 of restricted stock will be earned and vested
upon completion of continuous employment through March
31, 2010.
You will earn each portion of your Retention Award (a) if you remain
continuously employed by the Company as stated above or (b) if your employment
terminates prior to the above dates due to (i) death, (ii) permanent and total
disability, (iii) a Company-initiated termination other than on a for-cause
basis or (iv) a Company initiated termination following a Change of Control. If
in the event your employment terminates prior to an earnout date for any reason
(including, without limitation, your voluntary termination or a termination for
cause), then 100 percent of the unearned retention award will be forfeited.
Mr. John L. Hopkins
March 27, 2006
Page 2 of 2
For purposes hereof, the term "Change of Control" shall be deemed to have
occurred if, (a) 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 25% or more of the votes that may be cast for the election of Directors
of the Company or (b) as a result of any cash tender or exchange offer, merger
or other business combination, or any combination of the preceding (a
"transaction"), the persons who are the Directors of the Company before the
transaction shall cease to constitute a majority of the Board of Directors of
the Company or any successor thereto.
You expressly agree to maintain strict confidentiality of this Retention Award.
You may not disclose this agreement to anyone other than your spouse or
confidential financial advisor, Alan Boeckmann, and Steve Gilbert. If disclosure
is made to any other person, this award shall be forfeited.
Please indicate your acknowledgment of the terms of the letter by signing in the
space provided and returning the original to Steve Gilbert in the enclosed
envelope. You should also retain a copy for your file.
If you should have any questions, please give me a call or Steve Gilbert at
949.349.2211.
Sincerely,
/s/ Alan L. Boeckmann
- -------------------------------------
Alan L. Boeckmann
Chairman and Chief Executive Officer
Agreed by:
/s/ John L. Hopkins March 27, 2006
- ------------------------------------- Date
John L. Hopkins
cc: Steve Gilbert