EXHIBIT 10.16
FORM OF STOCK OPTION AGREEMENT
This Stock Option Agreement ("Agreement") entered into as of [date of grant] and
between Fluor Corporation, a Delaware corporation (the "Company"), and [name of
recipient] ("Grantee" or "you") evidences the grant to Grantee of a Stock Option
Award under the Fluor Corporation 2003 Executive Performance Incentive Plan
("Plan"). This Option is intended not to be an incentive stock option and
therefore is not subject to the tax treatment provided for under Section 422 of
the Internal Revenue Code.
Section 1 STOCK OPTION AWARD
The Company hereby awards Grantee an Option to purchase up to [number of shares]
shares of Company Common Stock pursuant to this Agreement at a purchase price
per share of [purchase price] (the "Option") (or an aggregate purchase price of
[aggregate purchase price] if this Option is exercised in full), subject to the
terms and conditions set forth herein and in the Plan. The Option may not be
exercised in whole or in part as of the Grant Date, and is exercisable only if
and to the extent provided in the following paragraphs and otherwise subject to
and in accordance with the Plan.
Section 2 VESTING AND EXPIRATION
[Vesting schedule to be determined by the Organization and Compensation
Committee. Certain agreements provide for cliff vesting, time vesting, and/or
acceleration upon the achievement of certain performance targets or maintenance
of a certain stock price for a certain period of time.] Subject to the
provisions below, the right to exercise the Option shall expire on [expiration
date].
If your employment with the Company or any of its subsidiaries terminates for
any reason other than death, Retirement or Disability, then as of the date of
such termination this Option shall expire as to any portion which has not then
become exercisable. If prior to the Option becoming exercisable in full pursuant
to the foregoing paragraph, your employment with the Company or any of its
subsidiaries terminates by reason of your death, Retirement or Disability, or if
a Change of Control of the Company occurs as determined in accordance with the
Plan, then any portion of this Option which has yet to become exercisable shall
become exercisable as of such date. To the extent that this Option is
exercisable immediately after your termination of employment, after taking into
account the vesting provisions set forth in this paragraph, then following such
termination of employment this Option will expire on the earlier of (A) the
fifth (5th) anniversary of the Grant Date, (B) three (3) months following your
termination of employment, if such termination occurred other than on account of
death, Retirement or Disability, or your termination within two years after a
Change of Control of the Company; or (C) the third anniversary of your
termination of employment, if such termination occurred on account of your
death, Retirement or Disability, or your termination within two years after a
Change of Control of the Company. For purposes of this Agreement, "Retirement"
shall mean retirement at or after normal retirement age and "Disability" shall
mean permanent and total disability, all as determined in accordance with
applicable Company personnel policies and the Plan.
SECTION 3 AWARD SUBJECT TO PLAN
This Stock Option Award is made subject to all of the terms and conditions of
the Plan, a copy of which is provided to Grantee herewith, including any terms,
rules or determinations made by the Committee (as defined in the Plan), pursuant
to its administrative authority under the Plan and such further terms as are set
forth in the Plan that are applicable to awards thereunder including, without
limitation, provisions on adjustment of awards, non-transferability,
satisfaction of tax requirements and compliance with other laws. Capitalized
terms used in this Agreement and not defined herein have the meaning set forth
in the Plan.
SECTION 4 RESALE AND TRANSFER RESTRICTIONS
The Company may impose such restrictions, conditions or limitations as it
determines appropriate as to the timing and manner of any resales by the Grantee
or other subsequent transfers by the Grantee of any shares of common stock
issued as a result of the exercise of this Option, including without limitation
(a) restrictions under an insider trading policy, (b) restrictions designed to
delay and/or coordinate the timing and manner of sales by Grantee and other
optionholders and (c) restrictions as to the use of a specified brokerage firm
for such resales or other transfers.
SECTION 5 CONFIDENTIALITY
The Agreement and the Option granted hereunder are conditioned upon Grantee not
disclosing this Agreement or said Option to anyone than Grantee's spouse or
confidential financial advisor or senior management of the Company or members of
the Company's Legal Services, Tax and Human Resources departments during the
period prior to the exercise of said Option. During said period, if disclosure
is made by Grantee to any other person, this Agreement and said Option shall be
null and void and all Options otherwise granted hereunder to Grantee shall
terminate.
SECTION 6 ENFORCEMENT
This Agreement shall be construed, administered and enforced in accordance with
the laws of the State of California.
SECTION 7 EXECUTION OF AWARD AGREEMENT
Please acknowledge your acceptance of the terms of this Agreement by signing the
original of this Agreement and returning it to Executive Administration. If you
have not signed and returned this Agreement within one month, the Company is not
obligated to provide you any benefit hereunder and may refuse to issue shares to
you under this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first hereinabove written.
FLUOR CORPORATION
by ---------------------------------
[Name]
[Title]
Please Sign Here -->
---------------------------------
Grantee
2
FORM OF RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement ("Agreement") entered into as of [date of grant]
(the "Grant Date"), by and between Fluor Corporation, a Delaware corporation
(the "Company"), and [name of recipient] ("Grantee" or "you") evidences the
grant to Grantee of a Restricted Stock Award under the Fluor Corporation 2003
Executive Performance Incentive Plan ("Plan").
Section 1. AWARD SUBJECT TO PLAN
This Restricted Stock Award is made subject to all of the terms and conditions
of the Plan, a copy of which is provided to Grantee herewith, including any
terms, rules or determinations made by the Committee (as defined in the Plan),
pursuant to its administrative authority under the Plan and such further terms
as are set forth in the Plan that are applicable to awards thereunder including,
without limitation, provisions on adjustment of awards, non-transferability,
satisfaction of tax requirements and compliance with other laws. Capitalized
terms used in this Agreement and not defined herein have the meaning set forth
in the Plan.
Section 2. RESTRICTED STOCK AWARD
The Company hereby awards Grantee a right to receive up to a total of [number]
Shares of Company common stock pursuant to this Restricted Stock Award, subject
to the terms and conditions set forth herein. Subject to the provisions of
Section 3 and Section 4 hereof, upon the issuance to Grantee of Restricted Stock
hereunder, Grantee shall have all the rights of a shareholder with respect to
the Shares, including the right to vote the Shares and receive all dividends and
other distributions paid or made with respect thereto.
Section 3. RESTRICTIONS ON SALE OR OTHER TRANSFER
Each share of stock awarded to Grantee pursuant to this Agreement shall be
subject to forfeiture to the Company and each share may not be sold or otherwise
transferred except pursuant to the following provisions:
(a) The Shares shall be held in book entry form with the Company's
transfer agent until the restrictions set forth herein lapse in
accordance with the provisions of Section 4 or until the Shares are
forfeited pursuant to paragraph (c) of this Section 3.
(b) No such Shares may be sold, transferred or otherwise alienated or
hypothecated so long as such Shares are subject to the restrictions
provided for in this Agreement.
(c) Upon your termination of employment with the Company or its
subsidiaries for any reason other than those which result in a
lapse of restrictions pursuant to Section 4(b)(3), then any such
Shares as to which the foregoing restrictions have yet to lapse
pursuant to Section 4, shall be forfeited by you and acquired by
the Company at no cost to the Company on the date of such
termination of employment.
Section 4. LAPSE OF RESTRICTIONS
(a) [Performance criteria may be included for certain recipients at the
discretion of the Organization and Compensation Committee.]
(b) Subject to satisfaction of the foregoing performance condition, the
restrictions set forth in Section 3 hereof shall lapse (provided
that such Shares have not previously been forfeited pursuant to the
provisions of paragraph (c) of Section 3 hereof) with respect to
the number of Shares determined as specified below upon the
occurrence of any of the following events (any such event, a "Vest
Date"):
(1) [Vesting schedule to be determined by the Organization and
Compensation Committee. Certain agreements provide for cliff
vesting, gradual vesting and/or long term "retirement" shares.]
(2) Notwithstanding the foregoing, the restrictions set forth in
Section 3 hereof shall lapse (provided that such Shares have
not previously been forfeited pursuant to the provisions of
paragraph (c) of Section 3 hereof) upon all Shares which remain
subject to the foregoing restrictions, if prior to [insert last
vesting date], the employment of the Grantee by the Company or
its subsidiaries is terminated on account of death, retirement
at or after normal retirement age or permanent and total
disability, as determined in accordance with applicable Company
personnel policies, or for any reason within two years
following a Change of Control of the Company.
(c) No stock certificate shall be delivered to Grantee or Grantee's
legal representative as hereinabove provided unless and until the
statutory amount of federal, state or local tax withholding or
other employment tax obligations the Company determines is or may
be required under applicable tax laws or regulations in connection
with the taxable income resulting from the lapse of the
restrictions set forth in Section 3 (the "Tax Withholding
Obligation") has been withheld or paid pursuant to Section 5.
Section 5. TAX WITHHOLDING
(a) Unless you pay your Tax Withholding Obligation in accordance with
Section 5(b), your acceptance of this Award shall constitute your
instruction to the Company to withhold or sell on your behalf a
whole number of Shares of Restricted Stock from those Shares of
Restricted Stock with restrictions lapsing on a Vest Date as the
Company determines to be appropriate to equal an amount sufficient
to satisfy your Tax Withholding Obligation. If Shares are withheld
by the Company, the average of the highest and lowest price per
share at which Fluor's common stock is sold on the New York Stock
Exchange on the Vest Date (the "Fair Market Value") will be used to
calculate the amount of taxable income and the Tax Withholding
Obligation due to the lapse of the restrictions on the Vest Date.
The Tax Withholding Obligation on the Vest Date will be divided by
the Fair Market Value on the Vest Date and rounded up to the
nearest whole number to determine how many Shares of Restricted
Stock will be withheld by the Company to pay your Tax Withholding
Obligation. Certificates for the remaining Shares will be delivered
to you. To the extent that rounding causes the Fair Market Value of
the Shares of Restricted Stock withheld to exceed your Tax
Withholding Obligation, the Company agrees to pay any such excess
to your federal income tax withholding.
(b) Notwithstanding the foregoing, you may elect to satisfy your Tax
Withholding Obligation by notifying the Company's Executive
Administration at least thirty (30) days prior to the applicable
Vest Date that you intend to pay the Tax Withholding Obligation
yourself and (i) by delivering to the Company on or before the Vest
Date by wire transfer or certified check payable to the Company the
amount that the Company determines is sufficient to satisfy your
Tax Withholding Obligation, or (ii) by such other means as the
Company may permit.
(c) Regardless of any action the Company takes with respect to any or
all tax withholding obligations that arise with respect to the
Restricted Stock Award, you shall remain ultimately liable and
responsible for all such taxes.
Section 6. CONFIDENTIALITY; NO RIGHT TO CONTINUING EMPLOYMENT
This Agreement and the receipt of any Shares hereunder are conditioned upon
Grantee not disclosing this Agreement or said receipt to anyone other than
Grantee's spouse or confidential financial advisor or senior management of the
Company or members of the Company's Legal Services, Tax and Human Resources
departments during the period prior to the lapse of the restrictions hereunder.
During said period, if disclosure is made by Grantee to any other person,
Grantee hereby agrees to forfeit any Shares received hereunder and to surrender
to the Company the certificates evidencing said Shares. Nothing in the Plan or
this Agreement confers any right to continuing employment with the Company or
its subsidiaries.
Section 7. ENFORCEMENT
This Agreement shall be construed, administered and enforced in accordance with
the laws of the State of California.
Section 8. EXECUTION OF AWARD AGREEMENT
Please acknowledge your acceptance of the terms and conditions of this Agreement
by signing the original of this Agreement and returning it to Executive
Administration. If you have not signed and returned this Agreement within one
month, the Company is not obligated to provide you any benefit hereunder and may
refuse to issue Shares to you under this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first hereinabove written.
FLUOR CORPORATION
by ---------------------------------
[Name}
[Title]
Please Sign Here -->
---------------------------------
Grantee
2
FORM OF VALUE DRIVER INCENTIVE AWARD AGREEMENT
This Value Driver Incentive Award Agreement ("Agreement") entered into as of
[date of grant], by and between Fluor Corporation, a Delaware corporation (the
"Company"), and [name of recipient] ("Grantee" or "you") evidences and confirms
the following Value Driver Incentive Award by the Committee under the Fluor
Corporation 2003 Executive Performance Incentive Plan (the "Plan").
Section 1. AWARD SUBJECT TO PLAN
Your Value Driver Incentive Award is made subject to all of the terms and
conditions of this Agreement and the Plan, a copy of which is provided to
Grantee herewith, including any terms, rules or determinations made by the
Committee (as defined in the Plan), pursuant to its administrative authority
under the Plan and such further terms as are set forth in the Plan that are
applicable to awards thereunder including, without limitation, provisions on
adjustment of awards, non-transferability, satisfaction of tax requirements and
compliance with other laws. Capitalized terms used in this Agreement and not
defined herein have the meaning set forth in the Plan.
Section 2. PERFORMANCE TARGET AND VALUE OF AWARD
Your Value Driver Incentive Award target amount is [dollar value] payable
subject to Company performance over the [number of years] period ending [date]
(the "Performance Period") with respect to [performance criteria to be
determined by Organization and Compensation Committee. Certain agreements have
net earnings, new awards (dollars), new awards (percentage) new awards gross
margin (dollars) and/or new awards gross margin (percentage) as the performance
criteria]. If [performance criteria] is:
(a) less than [insert value], you will not be eligible to receive any
amount of your target amount.
[Additional ranges and amounts may be included]
(b) greater than [insert value], you will be eligible to receive 200%
of your target amount.
Section 3. RETENTION PERIOD AND PAYOUT
The actual amount that you are eligible to receive, if any, will be paid to you:
(a) [may be paid in stock, cash, restricted shares or a combination
thereof, immediately or over a period of time, as determined by the
Organization and Compensation Committee.]
Section 4. CONTINUED EMPLOYMENT
This Value Driver Incentive Award is conditioned upon your remaining in the
employment of the Company or its subsidiaries for the Retention Period. You
forfeit your participation if your employment terminates for any reason
(including retirement) at any time prior to the end of the Retention Period
other than termination on account of death or permanent and total disability, as
determined in accordance with applicable Company personnel policies, or
termination within two years after a Change of Control of the Company. If your
employment terminates during the Retention Period as a result of death or
permanent and total disability or within two years after a Change of Control of
the Company, the Value Driver Incentive Award shall become earned and payable in
accordance with its terms, notwithstanding such termination. Nothing in the Plan
or this Value Driver Incentive Award confers any right of continuing employment
with the Company or its subsidiaries.
Section 5. CONFIDENTIALITY
This Agreement and the Value Driver Incentive Award granted hereunder are
conditioned upon Grantee not disclosing this Agreement to anyone other than
Grantee's spouse or confidential financial advisors, senior management of the
Company or members of the Company's Legal Services, Tax and Human Resources
departments. If disclosure is made to any other person, this Award shall be
forfeited.
Section 6. ENFORCEMENT
This Agreement shall be construed, administered and enforced in accordance with
the laws of the State of California.
Section 7. EXECUTION OF AWARD AGREEMENT
Please acknowledge your acceptance of the terms of this Agreement by signing the
original of this Agreement and returning it to Executive Administration. If you
have not signed and returned this Agreement within one month, the Company is not
obligated to provide you any benefit hereunder and may refuse to make any
payouts to you under this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first hereinabove written.
FLUOR CORPORATION
by ---------------------------------
[Name]
[Title]
Please Sign Here -->
---------------------------------
Grantee
2
FORM OF RELATIVE PERFORMANCE AWARD AGREEMENT
This Relative Performance Award Agreement ("Agreement") entered into as of [date
of grant], by and between Fluor Corporation, a Delaware corporation (the
"Company"), and [name of recipient] ("Grantee" or "you") evidences and confirms
the following Relative Performance Award by the Committee under the Fluor
Corporation 2003 Executive Performance Incentive Plan (the "Plan").
Section 1. AWARD SUBJECT TO PLAN
Your Relative Performance Award is made subject to all of the terms and
conditions of this Agreement and the Plan, a copy of which is provided to
Grantee herewith, including any terms, rules or determinations made by the
Committee (as defined in the Plan), pursuant to its administrative authority
under the Plan and such further terms as are set forth in the Plan that are
applicable to awards thereunder including, without limitation, provisions on
adjustment of awards, non-transferability, satisfaction of tax requirements and
compliance with other laws. Capitalized terms used in this Agreement and not
defined herein have the meaning set forth in the Plan.
Section 2. PERFORMANCE TARGET AND VALUE OF AWARD
Your Relative Performance Award target amount is [dollar value] payable subject
to Company performance over the [number of years] period ending [date] (the
"Performance Period") with respect to [total shareholder return of the Company's
common stock relative to the total shareholder return of peer group (generally,
S&P 500, S&P 400 Mid-Cap, DJI Heavy Index, or selected peer group companies, as
determined by Organization and Compensation Committee]. If the Company's Total
Shareholder Return over the Performance Period is:
(a) less than [insert percentage] of the Total Shareholder Return of
the [peer group], you will not be eligible to receive any amount of
your target amount.
[Additional ranges and amounts may be included]
(b) greater than [insert percentage] of the Total Shareholder Return of
the [peer group], you will be eligible to receive 200% of your
target amount.
Section 3. RETENTION PERIOD AND PAYOUT
The actual amount that you are eligible to receive, if any, will be paid to you:
(a) [may be paid in stock, cash, restricted shares or a combination
thereof immediately or over a period of time, as determined by the
Organization and Compensation Committee]
Section 4. CONTINUED EMPLOYMENT
This Relative Performance Award is conditioned upon your remaining in the
employment of the Company or its subsidiaries for the Retention Period. You
forfeit your participation if your employment terminates for any reason
(including retirement) at any time prior to the end of the Retention Period
other than termination on account of death or permanent and total disability, as
determined in accordance with applicable Company personnel policies, or
termination within two years after a Change of Control of the Company. If your
employment terminates during the Retention Period as a result of death or
permanent and total disability or within two years after a Change of Control of
the Company, the Relative Performance Award shall become earned and payable in
accordance with its terms, notwithstanding such termination. Nothing in the Plan
or this Relative Performance Award confers any right of continuing employment
with the Company or its subsidiaries.
Section 5. CONFIDENTIALITY
This Agreement and the Relative Performance Award granted hereunder are
conditioned upon Grantee not disclosing this Agreement to anyone other than
Grantee's spouse or confidential financial advisors, senior management of the
Company or
members of the Company's Legal Services, Tax and Human Resources departments. If
disclosure is made to any other person, this Award shall be forfeited.
Section 6. ENFORCEMENT
This Agreement shall be construed, administered and enforced in accordance with
the laws of the State of California.
Section 7. EXECUTION OF AWARD AGREEMENT
Please acknowledge your acceptance of the terms of this Agreement by signing the
original of this Agreement and returning it to Executive Administration. If you
have not signed and returned this Agreement within one month, the Company is not
obligated to provide you any benefit hereunder and may refuse to make any
payouts to you under this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first hereinabove written.
FLUOR CORPORATION
by _________________________________
[Name]
[Title]
Please Sign Here -->
_________________________________
Grantee