EXHIBIT 10.20
FLUOR CORPORATION
2001 FLUOR STOCK APPRECIATION RIGHTS PLAN
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) "Board" shall mean the Board of Directors of the Company.
(b) "Change of Control" shall mean, unless the Committee or the Board shall
provide otherwise, an occurrence of any of the following events (a) a third
person, including a "group" as defined in Section 13(d)(3) of the Exchange Act,
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,
(b) 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; or (c) such other events as the Committee or the Board from time to
time may specify. "Change of Control Transaction" shall include any tender
offer, offer, exchange offer, solicitation, merger, consolidation,
reorganization or other transaction which is intended to or reasonably expected
to result in a Change of Control.
(c) "Committee" shall mean Organization and Compensation Committee of the
Board, and/or another committee of the Board, as appointed from time to time by
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 2001 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.
(k) "Subsidiary" shall mean any corporation, the majority of the
outstanding capital stock of which is owned, directly or indirectly, by the
Company.
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ARTICLE II
THE PLAN
Section 2.1 NAME
This plan shall be known as the "2001 Fluor Stock Appreciation Rights Plan".
Section 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.
Section 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
Section 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 (an "Eligible Employee"). 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. For purposes of the administration of Rights, the term "Eligible Employee"
shall also include a former Eligible Employee or any person (including any
estate) who is a beneficiary of a former Eligible Employee.
ARTICLE IV
ADMINISTRATION
Section 4.1 COMPOSITION OF COMMITTEE
The Plan shall be administered by the Committee. The Board shall fill vacancies
on, and from time to time may remove or add members to, the Committee.
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 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 Employees, their employment, death, retirement,
disability or other termination of
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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. The Committee may designate the
Secretary of the Company or other Company employees to assist the Committee in
the administration of the Plan, and may grant authority to such persons to
execute agreements evidencing Rights made under this Plan or other documents
entered into under this Plan on behalf of the Committee or the Company.
Section 4.4 POWERS OF COMMITTEE
Subject to the express provisions of this Plan, the Committee shall be
authorized and empowered to do all things necessary or desirable in connection
with the administration of this Plan with respect to the Rights over which the
Committee has authority, including, without limitation, the following:
(a) to prescribe, amend and rescind rules and regulations relating to this
Plan and to define terms not otherwise defined herein;
(b) to determine which persons are Eligible Employees, to which of such
Eligible Employees, if any, Rights shall be granted hereunder, to make Rights
under the Plan and to determine the terms of such Rights and the timing of any
such Rights;
(c) to determine the number of Rights and the exercise price of such
Rights;
(d) to establish and verify the extent of satisfaction of any performance
goals applicable to Rights;
(e) to prescribe and amend the terms of the agreements or other documents
evidencing Rights made under this Plan (which need not be identical);
(f) to determine whether, and the extent to which, adjustments are required
pursuant to the terms hereof;
(g) to interpret and construe this Plan, any rules and regulations under
the Plan and the terms and conditions of any Rights granted hereunder, and to
make exceptions to any such provisions in good faith and for the benefit of the
Company; and
(h) to make all other determinations deemed necessary or advisable for the
administration of the Plan.
Section 4.5 DETERMINATIONS OF THE COMMITTEE
All decisions, determinations and interpretations by the Committee or the Board
regarding the Plan shall be final and binding on all Eligible Employees. The
Committee or the Board, as applicable, shall consider such factors as it deems
relevant, in its sole and absolute discretion, to making such decisions,
determinations and interpretations including, without limitation, the
recommendations or advice of any officer of the Company or Eligible Employee and
such attorneys, consultants and accountants as it may select.
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ARTICLE V
RIGHTS SUBJECT TO PLAN
Section 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 3,000,000.
Rights granted hereunder which have been exercised as provided in Section 6.5
hereof shall not again be available for re-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.
Section 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, spin
off, stock splitup or stock dividend (other than a regular dividend),
(a) the aggregate number of Rights which may be granted hereunder may be
adjusted appropriately;
(b) outstanding Rights granted hereunder, both as to number and value, may
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 may terminate, but the Grantee may have
the right, immediately prior to such dissolution, liquidation, merger or
combination, to exercise his or her Rights in full, 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.
ARTICLE VI
GRANT AND EXERCISE OF RIGHTS
Section 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.
Section 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.
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Section 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.
Section 6.4 PERFORMANCE CRITERIA
The grant, issuance, retention and or vesting of each Right may be subject to
such performance criteria and level of achievement versus these criteria as the
Committee shall determine, which criteria may be based on financial performance,
personal performance evaluations and/or completion of service by the Eligible
Employee
Section 6.5 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 6.8 hereof or an individual Rights
agreement.
(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.
Section 6.6 PAYMENT FOR RIGHTS EXERCISED
Within 30 days after Rights have been exercised in accordance with Section 6.5
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.
Section 6.7 NONTRANSFERABILITY OF RIGHTS
Unless the agreement evidencing a Right (or an amendment thereto authorized by
the Committee) expressly states that it is transferable as provided hereunder,
no Right granted under the Plan, nor any interest in such Right, may be sold,
assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred in
any manner, other than by will or the laws of descent and distribution, prior to
the vesting or lapse of any and all restrictions applicable to any Shares Rights
issued. The Committee may in its sole discretion grant a Right or amend an
outstanding Right to provide that the Right is transferable or assignable to a
member or members of the Eligible Employee's "immediate family", as such term is
defined under Exchange Act Rule 16a-1(e), or to a trust for the benefit solely
of a member or members of the Eligible Employee's immediate family, or to a
partnership or other entity whose only owners are members of the Eligible
Employee's family, provided that following any such transfer or assignment the
Right will remain subject to substantially the same terms applicable to the
Right while held by the Eligible Employee, as modified as the Committee in its
sole discretion shall determine appropriate, and such Eligible Employee shall
execute an agreement agreeing to be bound by such terms.
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Section 6.8 CHANGE OF CONTROL
The Committee may through the terms of the Right or otherwise provide that any
or all of the following shall occur, either immediately upon the Change of
Control or a Change of Control Transaction, or upon termination of the Eligible
Employee's employment within twenty-four (24) months following a Change of
Control or a Change of Control Transaction: (a) the Eligible Employee's ability
to exercise any portion of the Right not previously exercisable and/or (b) the
lapse and expiration of any conditions to the grant, issuance, retention,
vesting or transferability of, or any other restrictions applicable to, such
Right. The Committee also may, through the terms of the Right or otherwise,
provide for an absolute or conditional exercise, payment or lapse of conditions
or restrictions on a Right which shall only be effective if, upon the
announcement of a Change of Control Transaction, no provision is made in such
Change of Control Transaction for the exercise, payment or lapse of conditions
or restrictions on the Right, or other procedure whereby the Participant may
realize the full benefit of the Right.
Section 6.9 NO RIGHTS AS SHAREHOLDER
Nothing herein contained shall be deemed to give any Grantee any rights as a
shareholder of the Company.
ARTICLE VII
OTHER PROVISIONS APPLICABLE TO RIGHTS
Section 7.1 AGREEMENTS EVIDENCING RIGHTS
The Committee shall, subject to applicable law, determine the date a Right is
deemed to be granted. The Committee may establish the terms of agreements
evidencing Rights under this Plan and may, but need not, require as a condition
to any such agreement's effectiveness that such agreement be executed by the
Eligible Employee and that such Eligible Employee agree to such further terms
and conditions as specified in such agreement. The grant of a Right under this
Plan shall not confer any rights upon the Eligible Employee holding such Right
other than such terms, and subject to such conditions, as are specified in this
Plan as being applicable to such type of Right (or to all Rights) or as are
expressly set forth in the Agreement evidencing such Right.
Section 7.2 WITHHOLDING REQUIREMENTS
The Committee may make such provisions or impose such conditions as it may deem
appropriate for the withholding or payment by the Eligible Employee, as
appropriate, of any taxes which it determines are required in connection with
any Rights granted under this Plan, and an Eligible Employee's rights in any
Right are subject to satisfaction of such conditions.
ARTICLE VIII
TERMINATION, AMENDMENT AND MODIFICATION OF PLAN
Section 8.1 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.
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ARTICLE IX
MISCELLANEOUS
Section 9.1 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.
Section 9.2 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.
Section 9.3 PLAN BINDING ON SUCCESSORS
The Plan shall be binding upon the successors and assigns of the Company.
Section 9.4 SINGULAR, PLURAL; GENDER
Whenever used herein, nouns in the singular shall include the plural, and the
masculine pronoun shall include the feminine gender.
Section 9.5 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.
Section 9.6 GOVERNING LAW
This Plan and any agreements hereunder shall be interpreted and construed in
accordance with the laws of the State of Delaware and applicable federal law.
The Committee may provide that any dispute as to any Right shall be presented
and determined in such forum as the Committee may specify, including through
binding arbitration. Any reference in this Plan or in the agreement evidencing
any Right to a provision of law or to a rule or regulation shall be deemed to
include any successor law, rule or regulation of similar effect or
applicability.
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