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EXHIBIT 10.1
September 24, 1999
Mr. Jim Stein
President and Chief Executive Officer
Fluor Global Services
Dear Jim,
It is my pleasure to inform you that at the December 1998 Organization and
Compensation Committee meeting, the Board of Directors of Fluor Corporation (the
"Company") selected you to participate in a Retention Program. The amount of the
retention award was $2,750,000. At your request the award has been structured as
follows:
AWARD AMOUNT: $2,750,000
RETENTION PERIOD: October 1, 1998 through October 31, 2001
RETENTION AGREEMENT: The Award Amount is divided between the following
two components:
HOUSING
You have previously been provided with a personal
loan of $1,006,841 secured by a deed of trust on
your residence. The loan provides for an interest
rate of 4.52%, compounded annually with a balloon
payment of the entire amount due on termination
of employment. The loan presently states that it
is subject to acceleration in the event of your
termination of employment for any reason prior to
October 31, 2001. The Company will forgive the
loan including accrued interest in its entirety
(a) if you remain continuously employed by the
Company until October 31, 2001, or (b) if your
employment terminates prior to that date due to
(i) death, (ii) permanent and total disability,
(iii) a Company-initiated termination for any
reason other than for-cause or (iv) following a
Change of Control. If your employment with the
Company terminates for
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Jim Stein
September 24, 1999
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any other reason prior to October 31, 2001
(including, without limitation, your voluntary
termination or a termination for cause) then this
loan shall remain in effect in accordance with
its terms.
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.
ACCRUAL TO EXECUTIVE DEFERRAL COMPENSATION
PROGRAM ("EDCP")
You may earn $1,743,159, said amount to be
adjusted as provided below, if you remain
continuously employed by the Company until on or
after October 31, 2001 (the "EDCP Accrual").
During the period from October 1, 1998 to the
date upon which the EDCP Accrual vests (if at
all), you will also be entitled to invest the
EDCP Accrual by selecting one or more of the
crediting options contained in the EDCP.
Thereafter, the amount of your EDCP Accrual, if
vested, shall be adjusted based upon the
investment return that you would have otherwise
received had the EDCP Accrual been actually
earned as of October 1, 1998 and credited in your
EDCP account based upon your chosen crediting
option through the date of vesting. If no
crediting option is indicated, the EDCP Accrual
will be automatically credited as if you chose
the Money Market crediting option under the EDCP.
The EDCP Accrual, as adjusted, will vest and be
credited to your existing Company EDCP account
(a) if you remain continuously employed by the
Company until October 31, 2001
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Jim Stein
September 24, 1999
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or (b) if your employment terminates prior to
that date due to (i) death, (ii) permanent and
total disability, (iii) a Company-initiated
termination other than on a for-cause basis or
(iv) following a Change of Control. If in the
event your employment terminates for any reason
prior to any such vesting date for any other
reason (including, without limitation, your
voluntary termination or a termination for
cause), then the EDCP Accrual, as adjusted, will
be forfeited.
Please indicate your acknowledgment of the terms of the letter by signing in the
space provided and returning the original to me for your employee records. You
should also retain a copy for your file.
If you should have any questions, please give me a call at (949) 349-5435.
Sincerely,
Philip J. Carroll
AGREED BY: AGREED BY:
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PHILIP J. CARROLL DATE JAMES C. STEIN DATE