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EXHIBIT 10.1
FLUOR CORPORATION
1997 FLUOR STOCK APPRECIATION RIGHTS PLAN
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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) "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.
(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) "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.
(f) "Grantee" shall mean an employee to whom Rights have been granted
hereunder.
(g) "Plan" shall mean the 1997 Fluor Stock Appreciation Rights Plan,
the terms of which are set forth herein.
(h) "Rights" shall mean Stock Appreciation Rights granted as provided
herein.
(i) "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.
(j) "Stock Appreciation Rights Agreement" shall mean the agreement
between the Company and the Grantee evidencing the grant of Rights as
provided herein.
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(k) "Subsidiary" shall mean any corporation, the majority of the
outstanding capital stock of which is owned, directly or indirectly,
by the Company.
ARTICLE II
THE PLAN
Sec. 2.1 NAME
This plan shall be known as the "1997 Fluor Stock Appreciation Rights Plan".
Sec. 2.2 PURPOSE
The purpose of the Plan is to advance the interests of the Company and its
shareholders by providing eligible key management employees who can directly and
significantly influence the profits of the Company and therefore the market
value of its Stock a form of cash incentive compensation which is measured by
the desired increase in the market value of the Stock.
Sec. 2.3 EFFECTIVE DATE AND DURATION
The Plan shall become effective upon its adoption by the Board. The Rights
granted hereunder must be granted within ten years from the effective date of
the Plan.
ARTICLE III
PARTICIPANTS
Sec. 3.1 ELIGIBILITY
Any officer or other key management 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. The Committee may grant
Rights to any eligible employee in accordance with such determinations as the
Committee from time to time in its sole discretion shall make.
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 Rights may be granted, the number of Rights to be granted and the
period for the exercise of such Rights which need not be the same for each grant
hereunder. 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
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provisions of each Stock Appreciation Rights 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 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
RIGHTS SUBJECT TO PLAN
Sec. 5.1 LIMITATIONS
Subject to adjustment pursuant to the provisions of Section 5.2 hereof, the
number of Rights which may be granted hereunder shall not exceed 2,000,000.
Rights granted hereunder which have been exercised as provided in Section 6.4
hereof shall not again be available for grant hereunder. If Rights granted
hereunder shall expire, terminate or be canceled for any reason prior to being
wholly exercised, new grants may be made hereunder with respect to the number of
Rights to which such expiration, termination or cancellation relates.
Sec. 5.2 ANTIDILUTION
In the event that the outstanding shares of Stock hereafter are changed into or
exchanged for a different number or kind of shares or other securities of the
Company or of another corporation by reason of merger, consolidation, other
reorganization, recapitalization, reclassification, combination of shares, stock
splitup or stock dividend,
(a) the aggregate number of Rights which may be granted hereunder
shall be adjusted appropriately;
(b) outstanding Rights granted hereunder, both as to number and value,
shall be adjusted appropriately; and
(c) where dissolution or liquidation of the Company or any merger or
combination in which the Company is not a surviving corporation is
involved, each outstanding Right granted hereunder shall terminate,
but the Grantee shall have the right, immediately prior to such
dissolution, liquidation, merger or combination, to exercise his
Rights in full,
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without regard to any installment exercise provisions, to the extent
that such Rights shall not have been exercised.
The foregoing adjustments and the manner of application of the foregoing
provisions shall be determined solely by the Committee, and any such adjustment
may provide for the elimination of fractional Rights.
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ARTICLE VI
GRANT AND EXERCISE OF RIGHTS
Sec. 6.1 RIGHTS GRANTS AND AGREEMENTS
Rights shall be granted by the Committee and the date of the grant shall be the
date of such Committee action. Each grant shall be evidenced by minutes of a
meeting or the written consent of the Committee and by a written Stock
Appreciation Rights Agreement dated as of the date of the grant and executed by
the Grantee and the Company, which Agreement shall set forth such terms and
conditions as may be determined by the Committee consistent with the Plan.
Sec. 6.2 RIGHTS VALUE
The value of each Right granted hereunder shall be determined by the Committee,
but said value shall not be less than the Fair Market Value of the Stock on the
date said Right is granted.
Sec. 6.3 RIGHTS PERIOD
The period for the exercise of each Right granted hereunder shall be determined
by the Committee, but in no instance shall such period exceed ten years from the
date of grant.
Sec. 6.4 RIGHTS EXERCISE
(a) Rights granted hereunder may not be exercised unless and until the
Grantee shall have been or remained in the employ of the Company or
its Subsidiaries for one year from and after the date of grant of such
Rights, except as otherwise provided in Section 6.7 hereof.
(b) Rights granted hereunder may be exercised with respect to whole
Rights only, in such number and within the periods permitted for the
exercise thereof as determined by the Committee, and shall be
exercised by written notice of intent to exercise with respect to a
specified number of Rights delivered to the Company at its principal
office in the State of California.
Sec. 6.5 PAYMENT FOR RIGHTS EXERCISED
Within 30 days after Rights have been exercised in accordance with Section 6.4
hereof, the Company shall pay to the Grantee in cash an amount equal to (i) the
amount, if any, by which the Fair Market Value of the Stock on the date such
Rights are exercised exceeds the value of each such Right established in
accordance with Section 6.2 hereof multiplied by (ii) the number of Rights
exercised, less all applicable federal and state withholding or other employment
taxes applicable to the taxable income of such Grantee resulting from such
exercise. In the event of the death of such Grantee before payment is made
hereunder, such payment shall be made to the executor or administrator of such
Grantee's estate.
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Sec. 6.6 NONTRANSFERABILITY OF RIGHTS
No Rights 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 Rights shall be exercisable only by him.
Sec. 6.7 EFFECT OF DEATH OR OTHER TERMINATION OF EMPLOYMENT
(a) If, prior to a date one year from the date on which Rights shall
have been granted, 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, the Grantee's right to
exercise such Rights shall terminate and all rights thereunder shall
cease; provided, however, that if the Grantee shall die, retire or
become permanently and totally disabled, 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 one year from the date on which
Rights shall have been granted, such Rights shall become exercisable
in full on the date of such death, retirement, disability or
termination of employment.
(b) if, on or after one year from the date on which Rights shall have
been granted, a Grantee's employment with the Company or its
Subsidiaries shall be terminated for any reason other than death,
retirement or permanent total disability, or within two years
following a Change of Control of the Company, the Grantee shall have
the right, during the period ending three months after such
termination, to exercise such Rights to the extent that they were
exercisable at the date of such termination and shall not have been
exercised, subject, however, to the provisions of Section 6.3 hereof.
(c) Upon termination of a Grantee's employment with the Company or its
Subsidiaries by reason of retirement or permanent total disability, as
determined in accordance with applicable Company personnel policies,
or within two years following a Change of Control of the Company, such
Grantee shall have the right, during the period ending three years
after such termination, to exercise his Rights in full, without regard
to any installment exercise provisions, to the extent that they shall
not have been exercised, subject, however, to the provisions of
Section 6.3 hereof.
(d) If a Grantee shall die (i) while in the employ of the Company or
its Subsidiaries, or (ii) within three months after termination of
employment where such termination did not occur either by reason of
retirement or permanent total disability or within two years following
a Change of Control of the Company, or (iii) within three years after
termination of employment where such termination occurred either by
reason of retirement or permanent total disability or within two years
following a Change of Control of the Company, the executor or
administrator of the estate of the decedent or the person or persons
to whom Rights granted 'hereunder shall have been validly transferred
by the executor or the administrator pursuant to will or the laws of
descent and distribution shall have the right, during the period
ending three years after the date of the Grantee's death, to exercise
the Grantee's Rights (A) in full, without regard to any installment
exercise provisions, to the extent that they shall not have been
exercised, if the Grantee shall have died while in the employ of the
Company or its Subsidiaries or within three years after termination of
employment where such termination occurred
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either by reason of retirement or permanent total disability or within
two years following a Change of Control of the Company, or (B) to the
extent that they were exercisable at the date of the Grantee's death
and shall not have been exercised, if the Grantee shall have died
within three months after termination of employment where such
termination did not occur by reason of either retirement or permanent
total disability or within two years following a Change of Control of
the Company, subject, however, to the provisions of Section 6.3
hereof.
(e) No transfer of Rights by a Grantee by will or by the laws of
descent and distribution shall be effective to bind the Company unless
the Company shall have been furnished with written notice thereof and
an authenticated copy of the will and/or such other evidence as the
Committee may deem necessary to establish the validity of the transfer
and the acceptance by the transferee or transferees of the terms and
conditions of such Rights.
(f) The foregoing notwithstanding, the Committee may elect, in its
sole discretion, to make grants of Rights which have provisions
regarding the effect of death or other termination of employment which
are different than those set forth in paragraphs (a) through (d) of
this Section 6.7, provided that such provisions do not materially
increase the benefits that would otherwise accrue to a Grantee under
paragraphs (a) through (d) of this Section 6.7.
Sec. 6.8 NO RIGHTS AS SHAREHOLDER
Nothing herein contained shall be deemed to give any Grantee any rights as a
shareholder of the Company.
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 Rights theretofore granted under the Plan
without the consent of the Grantee.
ARTICLE VIII
MISCELLANEOUS
Sec. 8.1 EMPLOYMENT
Nothing in the Plan or in any Rights granted hereunder or in any Stock
Appreciation Rights Agreement relating thereto shall confer upon any employee
the right to continue in the employ of the Company or any Subsidiary.
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Sec. 8.2 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. 8.3 PLAN BINDING ON SUCCESSORS
The Plan shall be binding upon the successors and assigns of the Company.
Sec. 8.4 SINGULAR, PLURAL; GENDER
Whenever used herein, nouns in the singular shall include the plural, and the
masculine pronoun shall include the feminine gender.
Sec. 8.5 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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