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EXHIBIT 10.1
1997 FLUOR RESTRICTED STOCK PLAN FOR
NON-EMPLOYEE DIRECTORS
ARTICLE I
DEFINITIONS
Section 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) "Accrued Retirement Benefit" shall mean, in relation to any
Eligible Director that is a member of the Board on the Plan Effective
Date, the amount set forth opposite such Eligible Director's name on
Schedule A annexed hereto, which amount corresponds to the present
value of the annual retirement benefits that would be payable to such
Eligible Director under the Fluor Corporation Retirement Plan for
Outside Directors following his or her mandatory retirement based on
years of service prior to the Plan Effective Date and life expectancy
after retirement, assuming a discount rate approximating the interest
rate on 30-year treasury obligations of the United States government.
(b) "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.
(c) "Award" shall mean an award of Restricted Stock pursuant to the
provisions of Article V hereof.
(d) "Awardee" shall mean an Eligible Director to whom Restricted Stock
has been awarded hereunder.
(e) "Board" shall mean the Board of Directors of the Company.
(f) "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.
(g) "Committee" shall mean members of the Board who are not eligible to
participate in the Plan.
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(h) "Company" shall mean Fluor Corporation.
(i) "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.
(j) "Fluor Stock Price" shall mean, as of any date, the closing sale
price for shares of Stock quoted for such date on The New York Stock
Exchange.
(k) "Plan" shall mean the 1997 Fluor Restricted Stock Plan for
Non-Employee Directors, the current terms of which are set forth
herein.
(l) "Plan Effective Date" shall mean the date upon which the Plan
becomes effective in accordance with the provisions of Section 2.3.
(m) "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.
(n) "Restricted Stock Agreement" shall mean the agreement between the
Company and the Awardee with respect to Restricted Stock awarded
hereunder.
(o) "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.
(p) "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
Section 2.1 NAME
This Plan shall be known as the "1997 Fluor Restricted Stock Plan for
Non-Employee Directors".
Section 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 directors to become owners of Company shares, the
Company seeks to increase their incentive for enhancing stockholder value and to
motivate, retain and attract those highly
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competent individuals upon whose judgment, initiative, leadership and continued
efforts the success of the Company in large measure depends.
Section 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.
Section 2.4 LIMITATIONS
Subject to adjustment pursuant to the provisions of Section 8.1 hereof,
the aggregate number of shares of Stock which may be issued as Awards shall not
exceed 60,000. Any such shares may be either authorized and unissued shares or
shares issued and thereafter acquired by the Company.
Section 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
Section 3.1 ELIGIBILITY
Any Eligible Director shall be eligible to participate in the Plan.
ARTICLE IV
ADMINISTRATION
Section 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 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
Agreement, and to make all other determinations necessary or advisable in the
administration of the Plan.
Section 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
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evidenced by a writing executed by a majority of the whole Committee shall
constitute the action of the Committee.
Section 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,
disability or 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
Section 5.1 AWARD GRANT AND RESTRICTED STOCK AGREEMENT
The Committee shall, on the Plan Effective Date, grant a one-time Award
to each Eligible Director then serving on the Board. The number of shares of
Restricted Stock constituting any such Award to any such Eligible Director shall
be determined by dividing the Accrued Retirement Benefit owed to such Eligible
Director by the Fluor Stock Price on the Plan Effective Date. The Committee
shall also grant to each Eligible Director that is a member of the Board during
all or any portion of each calendar year during the term of the Plan (including
the calendar year in which the Plan Effective Date occurs) an Award of 500
shares of Restricted Stock, which grant shall be made in respect of any calendar
year on the date of the first regularly scheduled meeting of the Board during
such calendar year occurring concurrently with or after such Eligible Director's
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 30 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.
Section 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 labor performed for or 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 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.
Section 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:
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(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) All of the Awardee's Restricted Stock remaining subject to any
restriction hereunder shall be forfeited to, and be acquired at no cost
by, the Company in the event that the Committee determines that any of
the following circumstances has occurred:
(i) the Awardee has engaged in knowing and willful misconduct in
connection with his or her service as a member of the Board;
(ii) the Awardee, without the consent of the Committee, at any
time during his or her period of service as a member of the
Board, becomes a principal of, serves as a director of, or owns a
material interest in, any business that directly or through a
controlled subsidiary competes with the Company or any
Subsidiary; or
(iii) the Awardee does not stand for reelection to, or
voluntarily quits or resigns from, the Board for any reason,
except under circumstances that would cause such restrictions to
lapse under Section 5.4.
Section 5.4 LAPSE OF RESTRICTIONS
The restrictions imposed under Section 5.3 above upon Restricted Stock
held by any Awardee will, as to any such Restricted Stock held by the Awardee
for at least six months, lapse once the Awardee has completed six years of
service on the Board and any of the following occurs:
(a) the Awardee attains the Age for Board Retirement or obtains Board
approval of early retirement in accordance with Section 5.5;
(b) the Awardee dies or becomes permanently and totally disabled; or
(c) any Change of Control occurs.
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In no event will the restrictions imposed under Section 5.3 lapse as to any
shares of Restricted Stock awarded to any Awardee until the Awardee has held
such shares for six months.
Section 5.5 EARLY RETIREMENT
An Awardee 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.
Section 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
STOCK CERTIFICATES
Section 6.1 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:
(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.
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ARTICLE VII
TERMINATION, AMENDMENT AND MODIFICATION OF PLAN
Section 7.1 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 that, if
under applicable laws or the rules of any securities exchange upon which the
Company's common stock is listed, the consent of the Company's stockholders is
required for such amendment or modification, such amendment or modification
shall not be effective until the Company obtains such consent, and provided,
further, that no termination, amendment or modification of the Plan shall in any
manner affect any Restricted Stock Agreement theretofore executed pursuant to
the Plan without the consent of the Awardee.
ARTICLE VIII
MISCELLANEOUS
Section 8.1 ADJUSTMENT PROVISIONS
(a) Subject to Section 8.1(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 8.1(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.
Section 8.2 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.
Section 8.3 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 employee to take any reasonable action to comply with
such requirements.
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Section 8.4 PRIVILEGES OF STOCK OWNERSHIP
No director and no beneficiary or other person claiming under or
through such employee 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.
Section 8.5 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.
Section 8.6 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.
Section 8.7 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.
Section 8.8 PLAN BINDING ON SUCCESSORS
The Plan shall be binding upon the successors and assigns of the
Company.
Section 8.9 SINGULAR, PLURAL; GENDER
Whenever used herein, nouns in the singular shall include the plural,
and the masculine pronoun shall include the feminine gender.
Section 8.10 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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SCHEDULE A
TO
1997 FLUOR RESTRICTED STOCK PLAN FOR
NON-EMPLOYEE DIRECTORS
ACCRUED RETIREMENT BENEFITS
Eligible Director Accrued Benefit Obligation
C. A. Campbell, Jr. $ 20,118
P. J. Fluor 48,995
D. P. Gardner 104,503
T. L. Gossage 0
W. R. Grant 225,095
B. R. Inman 138,430
R. V. Lindsay 205,727
V. S. Martinez 22,042
M. R. Seger 85,713
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