{"id":38391,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/2000-executive-performance-incentive-plan-fluor-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"2000-executive-performance-incentive-plan-fluor-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/2000-executive-performance-incentive-plan-fluor-corp.html","title":{"rendered":"2000 Executive Performance Incentive Plan &#8211; Fluor Corp."},"content":{"rendered":"<pre>                   2000 EXECUTIVE PERFORMANCE INCENTIVE PLAN\n\nSECTION 1.  Purpose of Plan\n\nThe purpose of this \"Fluor Corporation 2000 Executive Performance Incentive\nPlan\" (\"Plan\") of Fluor Corporation, a Delaware corporation, is to enable the\nCompany, as defined in Section 2.2(a)(ii) hereof, to attract, retain and\nmotivate its officers, management and other key personnel, and to further align\nthe interests of such persons with those of the shareholders of the Company, by\nproviding for or increasing their proprietary interest in the Company.  The Plan\nalso permits Shares to be issuable upon exercise, vesting or satisfaction of\nstock-based awards that were assumed by the Company in connection with the\ndistribution of the Company's common stock (the \"Distribution\") to the\nstockholders of Massey Energy Company, which prior to the distribution was known\nas Fluor Corporation (\"Old Fluor\").\n\nSECTION 2.  Administration of the Plan\n\n2.1  Composition of Committee.  The Plan shall be administered by the\n     ------------------------                                        \nOrganization and Compensation Committee of the Board of Directors, and\/or by the\nBoard of Directors or another committee of the Board of Directors of the\nCompany, as appointed from time to time by the Board of Directors (any such\nadministrative body, the \"Committee\").  The Board of Directors shall fill\nvacancies on, and from time to time may remove or add members to, the Committee.\nThe Committee shall act pursuant to a majority vote or unanimous written\nconsent.  Notwithstanding the foregoing, with respect to any Award that is not\nintended to satisfy the conditions of Rule 16b-3 under the Securities Exchange\nAct of 1934, as amended (the \"Exchange Act\") or Section 162(m)(4)(C) of the\nInternal Revenue Code of 1986, as amended (the \"Code\"), the Committee may\nappoint one or more separate committees (any such committee, a \"Subcommittee\")\ncomposed of one or more directors of the Company (who may but need not be\nmembers of the Committee) and may delegate to any such Subcommittee(s) the\nauthority to grant Awards, as defined in Section 5.1 hereof, under the Plan to\nEmployees, to determine all terms of such Awards, and\/or to administer the Plan\nor any aspect of it.  Any action by any such Subcommittee within the scope of\nsuch delegation shall be deemed for all purposes to have been taken by the\nCommittee.  The Committee may designate the Secretary of the Company or other\nCompany employees to assist the Committee in the administration of the Plan, and\nmay grant authority to such persons to execute agreements evidencing Awards made\nunder this Plan or other documents entered into under this Plan on behalf of the\nCommittee or the Company.\n\n2.2  Powers of the Committee.  Subject to the express provisions of this Plan,\n     -----------------------                                                  \nthe Committee shall be authorized and empowered to do all things necessary or\ndesirable in connection with the administration of this Plan with respect to the\nAwards over which such Committee has authority, including, without limitation,\nthe following:\n\n     (a)  to prescribe, amend and rescind rules and regulations relating to\n     this Plan and to define terms not otherwise defined herein; provided that,\n     unless the Committee shall specify otherwise, for purposes of this Plan (i)\n     the term \"fair market value\" shall mean, as of any date, the average of the\n     highest price and the lowest price per share at which the Shares (as\n     defined in Section 3.1 hereof) are sold in the regular way on the New \n\n \n     York Stock Exchange or, if no Shares traded on the New York Stock Exchange\n     on the date in question, then for the next preceding date for which Shares\n     traded on the New York Stock Exchange; and (ii) the term \"Company\" shall\n     mean Fluor Corporation and its subsidiaries and affiliates, unless the\n     context otherwise requires.\n\n     (b)  to determine which persons are Eligible Employees (as defined in\n     Section 4 hereof), to which of such Eligible Employees, if any, Awards\n     shall be granted hereunder, to make Awards under the Plan and to determine\n     the terms of such Awards and the timing of any such Awards;\n\n     (c)  to determine the number of Shares subject to Awards and the  exercise\n     or purchase price of such Shares;\n\n     (d)  to establish and verify the extent of satisfaction of any  performance\n     goals applicable to Awards;\n\n     (e)  to prescribe and amend the terms of the agreements or other  documents\n     evidencing Awards made under this Plan (which need not be  identical);\n\n     (f)  to determine whether, and the extent to which, adjustments are\n     required pursuant to Section 11 hereof;\n\n     (g)  to interpret and construe this Plan, any rules and regulations  under\n     the Plan and the terms and conditions of any Award granted hereunder,  and\n     to make exceptions to any such provisions in good faith and for the\n     benefit of the Company; and\n\n     (h)  to make all other determinations deemed necessary or advisable for\n     the administration of the Plan.\n\n2.3  Determinations of the Committee.  All decisions, determinations and\n     -------------------------------                                    \ninterpretations by the Committee or the Board regarding the Plan shall be final\nand binding on all Eligible Employees and Participants, as defined in Section 4\nhereof.  The Committee or the Board, as applicable, shall consider such factors\nas it deems relevant, in its sole and absolute discretion, to making such\ndecisions, determinations and interpretations including, without limitation, the\nrecommendations or advice of any officer of the Company or Eligible Employee and\nsuch attorneys, consultants and accountants as it may select.\n\nSECTION 3.  Stock Subject to Plan\n\n3.1  Aggregate Limits.  Subject to adjustment as provided in Section 11, at any\n     ----------------                                                          \ntime, the aggregate number of shares of the Company's common stock, $0.01 par\nvalue (\"Shares\"), issued pursuant to all Awards (including all ISOs (as defined\nin Section 5.1 hereof)) granted under this Plan shall not exceed 12,000,000;\nprovided that no more than 4,500,000 of such Shares may be issued pursuant to\nall Restricted Stock Awards, Incentive Awards, and Stock Units (other than Stock\nUnits issued upon exercise of Options and any such awards issued as Assumed\nAwards) granted under the Plan.  The Shares subject to the Plan may be either\nShares reacquired by the Company, including Shares purchased in the open market,\nor authorized but unissued Shares.\n\n \n3.2  Code Section 162(m) Limits.  The aggregate number of Shares subject to\n     --------------------------                                            \nOptions granted under this Plan during any calendar year to any one Eligible\nEmployee shall not exceed 750,000.  The aggregate number of Shares issued or\nissuable under any Restricted Stock Awards, Incentive Awards or Stock Unit\nAwards (other than Stock Units issued or issuable upon exercise of Options)\ngranted under this Plan during any calendar year to any one Eligible Employee\nshall not exceed 150,000.  Notwithstanding anything to the contrary in the Plan,\nthe foregoing limitations (i) shall not apply to Assumed Awards, (ii) shall not\ninclude the number of shares subject to Assumed Awards, and (iii) shall be\nsubject to adjustment under Section 11 only to the extent that such adjustment\nwill not affect the status of any Award intended to qualify as \"performance\nbased compensation\" under Code Section 162(m).\n\n3.3  Issuance of Shares.  For purposes of Section 3.1, the aggregate number of\n     ------------------                                                       \nShares issued under this Plan at any time shall equal only the number of Shares\nactually issued upon exercise or settlement of an Award and not returned to the\nCompany upon cancellation, expiration or forfeiture of an Award or delivered\n(either actually or by attestation) in payment or satisfaction of the purchase\nprice, exercise price or tax obligation of an Award.\n\nSECTION 4.  Persons Eligible Under Plan\n\nAny person who is an (i) employee and who also is an officer, key employee or\nmember of the Executive Management Team (\"EMT\"), (ii) prospective employee who\nis to be an officer, key employee or member of the EMT, (iii) consultant, or\n(iv) advisor of the Company (an \"Eligible Employee\") shall be eligible to be\nconsidered for the grant of Awards hereunder.  For purposes of this Plan, the\nChairman of the Board's status as an Employee shall be determined by the Board.\nFor purposes of the administration of Awards, the term \"Eligible Employee\" shall\nalso include a former Eligible Employee or any person (including any estate) who\nis a beneficiary of a former Eligible Employee.  A \"Participant\" is any Eligible\nEmployee to whom an Award has been made and any person (including any estate) to\nwhom an Award has been assigned or transferred pursuant to Section 10.1.\n\nSECTION 5.  Plan Awards\n\n5.1  Award Types.  The Committee, on behalf of the Company, is authorized under\n     -----------                                                               \nthis Plan to enter into certain types of arrangements with Eligible Employees\nand to confer certain benefits on them.  The following such arrangements or\nbenefits are authorized under the Plan if their terms and conditions are not\ninconsistent with the provisions of the Plan: Stock Options, Restricted Stock,\nIncentive Awards, Stock Units and Assumed Awards.  Such arrangements and\nbenefits are sometimes referred to herein as \"Awards.\" The authorized types of\narrangements and benefits for which Awards may be granted are defined as\nfollows:\n\n     Stock Option Awards: A Stock Option is a right granted under Section 6  to\n     -------------------                                                       \n     purchase a number of Shares at such exercise price, at such times, and  on\n     such other terms and conditions as are specified in or determined  pursuant\n     to the document(s) evidencing the Award (the \"Option Agreement\").  Options\n     intended to qualify as Incentive Stock Options (\"ISOs\") pursuant to  Code\n     Section 422 and Options which are not intended to qualify as ISOs  (\"Non-\n     qualified Options\") may be granted under Section 6 as the Committee  in its\n     sole discretion shall determine.\n\n \n     Restricted Stock Awards: Restricted Stock is an award of Shares made  under\n     -----------------------                                                    \n     Section 7, the grant, issuance, retention and\/or vesting of which is\n     subject to such performance and other conditions as are expressed in the\n     document(s) evidencing the Award (the \"Restricted Stock Agreement\").\n\n     Incentive Awards: An Incentive Award is a bonus opportunity awarded  under\n     ----------------                                                          \n     Section 8 pursuant to which a Participant may become entitled to  receive\n     an amount (which may be payable in cash, Shares or other property)  based\n     on satisfaction of such performance criteria as are specified in the\n     document(s) evidencing the Award (the \"Incentive Bonus Agreement\").\n\n     Stock Unit Awards: A Stock Unit Award is an award of a right to  receive\n     -----------------                                                       \n     the fair market value of one share of Common Stock made under  Section 9,\n     the grant, issuance, retention and\/or vesting of which is  subject to such\n     performance and other conditions as are expressed in the  document(s)\n     evidencing the Award (the \"Stock Unit Agreement\").\n\n     Assumed Awards:  An Assumed Award is a stock option, stock appreciation\n     --------------                                                         \n     right, restricted stock grant, restricted stock unit or other equity-based\n     arrangement that was granted by Old Fluor and assumed by the Company in\n     connection with the Distribution, as adjusted or amended pursuant to the\n     terms thereof.  Notwithstanding any provision to the contrary in this Plan\n     and except as provided in this sentence, the terms of Assumed Awards shall\n     be subject to the terms and conditions set forth in the grant agreement\n     and\/or other document(s) evidencing such Award and, to the extent provided\n     therein, to terms equivalent to the terms of the plan under which such\n     Award was originally granted;  provided, however, that all Assumed Awards\n     shall be administered by the Committee, which shall have the power and\n     authority provided for in Section 2 of this Plan.\n\n5.2  Grants of Awards.  An Award may consist of one such arrangement or benefit\n     ----------------                                                          \nor two or more of them in tandem or in the alternative.\n\nSECTION 6.  Stock Option Awards\n\nThe Committee may grant an Option or provide for the grant of an Option, either\nfrom time-to-time in the discretion of the Committee or automatically upon the\noccurrence of specified events, including, without limitation, the achievement\nof performance goals, the satisfaction of an event or condition within the\ncontrol of the recipient of the Award, within the control of others or not\nwithin any person's control.\n\n6.1  Option Agreement.  Each Option Agreement shall contain provisions regarding\n     ----------------                                                           \n(a) the number of Shares which may be issued upon exercise of the Option, (b)\nthe purchase price of the Shares and the means of payment for the Shares, (c)\nthe term of the Option, (d) such terms and conditions of exercisability as may\nbe determined from time to time by the Committee, (e) restrictions on the\ntransfer of the Option and forfeiture provisions, and (f) such further terms and\nconditions, in each case not inconsistent with the Plan as may be determined\nfrom time to time by the Committee.  Option Agreements evidencing ISOs shall\ncontain such terms and conditions as may be necessary to comply with the\napplicable provisions of Section 422 of the Code.\n\n \n6.2  Option Price.  The purchase price per Share of the Shares subject to each\n     ------------                                                             \nOption granted under the Plan shall equal or exceed 100% of the fair market\nvalue of such Stock on the date the Option is granted, except that (i) the\nCommittee may specifically provide that the exercise price of an Option may be\nhigher or lower in the case of an Option granted to employees of a company\nacquired by the Company in assumption and substitution of options held by such\nemployees at the time such company is acquired, and (ii) in the event an\nEligible Employee is required to pay or forego the receipt of any cash amount in\nconsideration of receipt of an Option, the exercise price plus such cash amount\nshall equal or exceed 100% of the fair market value of such Stock on the date\nthe Option is granted.\n\n6.3  Option Term.  The \"Term\" of each Option granted under the Plan, including\n     -----------                                                              \nany ISOs, shall not exceed ten (10) years from the date of its grant.\n\n6.4  Option Vesting.  Options granted under the Plan shall be exercisable at\n     --------------                                                         \nsuch time and in such installments during the period prior to the expiration of\nthe Option's Term as determined by the Committee in its sole discretion.  The\nCommittee shall have the right to make the timing of the ability to exercise any\nOption granted under the Plan subject to such performance requirements as deemed\nappropriate by the Committee.  At any time after the grant of an Option the\nCommittee may, in its sole discretion, reduce or eliminate any restrictions\nsurrounding any Participant's right to exercise all or part of the Option,\nexcept that no Option shall first become exercisable within one (1) year from\nits date of grant, other than upon death, disability, a Change of Control (as\ndefined in Section 12.2 hereof) or upon satisfaction of such performance\nrequirements as deemed appropriate by the Committee.\n\n6.5  Option Exercise.\n     --------------- \n\n     (a) Partial Exercise.  An exercisable Option may be exercised in whole or\n         ----------------                                                     \n     in part.  However, an Option shall not be exercisable with respect to\n     fractional Shares and the Committee may require, by the terms of the Option\n     Agreement, a partial exercise to include a minimum number of Shares.\n\n     (b) Manner of Exercise.  All or a portion of an exercisable Option shall be\n         ------------------                                                     \n     deemed exercised upon delivery to the representative of the Company\n     designated for such purpose by the Committee all of the following: (i)\n     notice of exercise in such form as the Committee authorizes specifying the\n     number of Shares to be purchased by the Participant, (ii) payment or\n     provision for payment of the exercise price for such number of Shares,\n     (iii) such representations and documents as the Committee, in its sole\n     discretion, deems necessary or advisable to effect compliance with all\n     applicable provisions of the Securities Act of 1933, as amended, and any\n     other federal, state or foreign securities laws or regulations, (iv) in the\n     event that the Option shall be exercised pursuant to Section 10.1 by any\n     person or persons other than the Eligible Employee, appropriate proof of\n     the right of such person or persons to exercise the Option, and (v) such\n     representations and documents as the Committee, in its sole discretion,\n     deems necessary or advisable to provide for the tax withholding pursuant to\n     Section 13.  Unless provided otherwise by the Committee, no Participant\n     shall have any right as a shareholder with respect to any Shares purchased\n     pursuant to any Option until the registration of Shares in the name of such\n     person, and no adjustment shall be made for dividends \n\n \n     (ordinary or extraordinary, whether in cash, securities or other property)\n     or distributions or other rights for which the record date is prior to the\n     date such Shares are so registered.\n\n     (c) Payment of Exercise Price.  To the extent authorized by the Committee,\n         -------------------------                                             \n     the exercise price of an Option may be paid in the form of one of more of\n     the following, either through the terms of the Option Agreement or at the\n     time of exercise of an Option: (i) cash or certified or cashiers' check,\n     (ii) shares of capital stock of the Company that have been held by the\n     Participant for such period of time as the Committee may specify, (iii)\n     other property deemed acceptable by the Committee, (iv) a reduction in the\n     number of Shares or other property otherwise issuable pursuant to such\n     Option, (v) a promissory note of or other commitment to pay by the\n     Participant or of a third party, the terms and conditions of which shall be\n     determined by the Committee, or (vi) any combination of (i) through (v).\n\nSECTION 7.  Restricted Stock Awards\n\nRestricted Stock consists of an award of Shares, the grant, issuance, retention\nand\/or vesting of which shall be subject to such performance conditions and to\nsuch further terms and conditions as the Committee deems appropriate.\n\n7.1  Restricted Stock Award.  Each Restricted Stock Award shall reflect, to the\n     ----------------------                                                    \nextent applicable (a) the number of Shares subject to such Award or a formula\nfor determining such, (b) the time or times at which Shares shall be granted or\nissued and\/or become retainable or vested, and the conditions or restrictions on\nsuch Shares, (c) the performance criteria and level of achievement versus these\ncriteria which shall determine the number of Shares granted, issued, retainable\nand\/or vested, (d) the period as to which performance shall be measured for\ndetermining achievement of performance, (e) forfeiture provisions, and (f) such\nfurther terms and conditions, in each case not inconsistent with the Plan as may\nbe determined from time to time by the Committee.\n\n7.2  Restrictions and Performance Criteria.  The grant, issuance, retention\n     -------------------------------------                                 \nand\/or vesting of each Restricted Stock Award may be subject to such performance\ncriteria and level of achievement versus these criteria as the Committee shall\ndetermine, which criteria may be based on financial performance, personal\nperformance evaluations and\/or completion of service by the Participant;\nprovided, however, that no Restricted Stock Award shall first vest within one\nyear from its date of grant, other than upon death, disability, a Change of\nControl (as defined in Section 12.2 hereof) or upon satisfaction of such\nperformance requirements as deemed appropriate by the Committee.\nNotwithstanding anything to the contrary herein, the performance criteria for\nany Restricted Stock Award that is intended by the Committee to satisfy the\nrequirements for \"performance-based compensation\" under Code Section 162(m)\nshall be a measure based on one or more Qualifying Performance Criteria (as\ndefined in Section 10.2 hereof) selected by the Committee.\n\n7.3  Timing and Form of Award.  The Committee shall determine the timing of\n     ------------------------                                              \naward of any Restricted Stock Award.  The Committee may provide for or, subject\nto such terms and conditions as the Committee may specify, may permit a\nParticipant to elect for the award or vesting of any Restricted Stock to be\ndeferred to a specified date or event.  The Committee may \n\n \nprovide for a Participant to have the option for his or her Restricted Stock, or\nsuch portion thereof as the Committee may specify, to be granted in whole or in\npart in Stock Units.\n\n7.4  Discretionary Adjustments.  Notwithstanding satisfaction of any completion\n     -------------------------                                                 \nof service or performance goals, the number of Shares granted, issued,\nretainable and\/or vested under a Restricted Stock Award on account of either\nfinancial performance or personal performance evaluations may be reduced by the\nCommittee on the basis of such further considerations as the Committee in its\nsole discretion shall determine.\n\nSECTION 8.  Incentive Awards\n\nEach Incentive Award will confer upon the Eligible Employee the opportunity to\nearn a future payment tied to the level of achievement with respect to one or\nmore performance criteria established for a performance period of not less than\none year.\n\n8.1  Incentive Award.  Each Incentive Award shall contain provisions regarding\n     ---------------                                                          \n(a) the target and maximum amount payable to the Participant as an Incentive\nAward, (b) the performance criteria and level of achievement versus these\ncriteria which shall determine the amount of such payment, (c) the period as to\nwhich performance shall be measured for establishing the amount of any payment,\n(d) the timing of any payment earned by virtue of performance, (e) restrictions\non the alienation or transfer of the Incentive Award prior to actual payment,\n(f) forfeiture provisions, and (g) such further terms and conditions, in each\ncase not inconsistent with the Plan as may be determined from time to time by\nthe Committee.  In establishing the provisions of Incentive Awards, the\nCommittee may refer to categories of such Awards as parts of \"Programs\" or\n\"Plans\", which names will not affect the applicability of this Plan.  The\nmaximum amount payable as an Incentive Award may be a multiple of the target\namount payable, but the maximum amount payable pursuant to that portion of an\nIncentive Award granted under this Plan for any fiscal year to any Participant\nthat is intended to satisfy the requirements for \"performance based\ncompensation\" under Code Section 162(m) shall not exceed Three million dollars\n($3,000,000).\n\n8.2  Performance Criteria.  The Committee shall establish the performance\n     --------------------                                                \ncriteria and level of achievement versus these criteria which shall determine\nthe target and the minimum and maximum amount payable under an Incentive Award,\nwhich criteria may be based on financial performance and\/or personal performance\nevaluations.  The Committee may specify the percentage of the target Incentive\nAward that is intended to satisfy the requirements for \"performance-based\ncompensation\" under Code Section 162(m).  Notwithstanding anything to the\ncontrary herein, the performance criteria for any portion of an Incentive Award\nthat is intended by the Committee to satisfy the requirements for \"performance-\nbased compensation\" under Code Section 162(m) shall be a measure based on one or\nmore Qualifying Performance Criteria (as defined in Section 10.2 hereof)\nselected by the Committee and specified at the time required under Code Section\n162(m).\n\n8.3  Timing and Form of Payment.  The Committee shall determine the timing of\n     --------------------------                                              \npayment of any Incentive Award.  The Committee may provide for or, subject to\nsuch terms and conditions as the Committee may specify, may permit a Participant\nto elect for the payment of any Incentive Award to be deferred to a specified\ndate or event.  The Committee may specify the form of \n\n \npayment of Incentive Awards, which may be cash, shares or other property, or may\nprovide for a Participant to have the option for his or her Incentive Award, or\nsuch portion thereof as the Committee may specify, to be paid in whole or in\npart in Shares or Stock Units.\n\n8.4  Discretionary Adjustments.  Notwithstanding satisfaction of any performance\n     -------------------------                                                  \ngoals, the amount paid under an Incentive Award on account of either financial\nperformance or personal performance evaluations may be reduced by the Committee\non the basis of such further considerations as the Committee in its sole\ndiscretion shall determine.\n\nSECTION 9.  Stock Units\n\n9.1  Stock Units.  A \"Stock Unit\" is a bookkeeping entry representing an amount\n     -----------                                                               \nequivalent to the fair market value of one share of Common Stock, also sometimes\nreferred to as a \"restricted unit\" or \"shadow stock\".  Stock Units represent an\nunfunded and unsecured obligation of the Company, except as otherwise provided\nfor by the Committee.\n\n9.2  Stock Unit Awards.  Each Stock Unit Award shall reflect, to the extent\n     -----------------                                                     \napplicable (a) the number of Stock Units subject to such Award or a formula for\ndetermining such, (b) the time or times at which Stock Units shall be granted or\nissued and\/or become retainable or vested, and the conditions or restrictions on\nsuch Stock Units, (c) the performance criteria and level of achievement versus\nthese criteria which shall determine the number of Stock Units granted, issued,\nretainable and\/or vested, (d) the period as to which performance shall be\nmeasured for determining achievement of performance, (e) forfeiture provisions,\nand (f) such further terms and conditions, in each case not inconsistent with\nthe Plan as may be determined from time to time by the Committee.  Stock Units\nmay also be issued upon exercise of Options, may be granted in payment and\nsatisfaction of Incentive Awards and may be issued in lieu of Restricted Stock\nor any other Award that the Committee elects to be paid in the form of Stock\nUnits.\n\n9.3  Performance Criteria.  The grant, issuance, retention and or vesting of\n     --------------------                                                   \neach Stock Unit may be subject to such performance criteria and level of\nachievement versus these criteria as the Committee shall determine, which\ncriteria may be based on financial performance, personal performance evaluations\nand\/or completion of service by the Participant; provided, however, that no\nStock Unit shall first vest within one (1) year from its date of grant, other\nthan upon death, disability, a Change of Control (as defined in Section 12.2\nhereof) or upon satisfaction of such performance requirements as deemed\nappropriate by the Committee.  Notwithstanding anything to the contrary herein,\nthe performance criteria for any Stock Unit that is intended by the Committee to\nsatisfy the requirements for \"performance-based compensation\" under Code Section\n162(m) shall be a measure based on one or more Qualifying Performance Criteria\n(as defined in Section 10.2 hereof) selected by the Committee and specified at\nthe time the Stock Unit is granted.\n\n9.4  Timing and Form of Award.  The Committee shall determine the timing of\n     ------------------------                                              \naward of any Stock Unit.  The Committee may provide for or, subject to such\nterms and conditions as the Committee may specify, may permit a Participant to\nelect for the award or vesting of any Stock Unit to be deferred to a specified\ndate or event.  The Committee may provide for a Participant to have the option\nfor his or her Stock Unit, or such portion thereof as the Committee may specify,\nto be granted in whole or in part in Shares.\n\n \n9.5  Settlement of Stock Units.  The Committee may provide for Stock Units to be\n     -------------------------                                                  \nsettled in cash or Shares (at the election of the Company or the Participant, as\nspecified by the Committee) and to be made at such other times as it determines\nappropriate or as it permits a Participant to choose.  The amount of cash or\nShares, or other settlement medium, to be so distributed may be increased by an\ninterest factor or by dividend equivalents, as the case may be, which may be\nvalued as if reinvested in Shares.  Until a Stock Unit is settled, the number of\nShares represented by a Stock Unit shall be subject to adjustment pursuant to\nSection 11.\n\n9.6  Discretionary Adjustments.  Notwithstanding satisfaction of any completion\n     -------------------------                                                 \nof service or performance goals, the number of Stock Units granted, issued,\nretainable and\/or vested under a Stock Unit Award on account of either financial\nperformance or personal performance evaluations may be reduced by the Committee\non the basis of such further considerations as the Committee in its sole\ndiscretion shall determine.\n\nSECTION 10.  Other Provisions Applicable to Awards\n\n10.1  Transferability.  Unless the agreement evidencing an Award (or an\n      ---------------                                                  \namendment thereto authorized by the Committee) expressly states that it is\ntransferable as provided hereunder, no Award granted under the Plan, nor any\ninterest in such Award, may be sold, assigned, conveyed, gifted, pledged,\nhypothecated or otherwise transferred in any manner, other than by will or the\nlaws of descent and distribution, prior to the vesting or lapse of any and all\nrestrictions applicable to any Shares issued under an Award.  The Committee may\nin its sole discretion grant an Award or amend an outstanding Award to provide\nthat the Award is transferable or assignable to a member or members of the\nEligible Employee's \"immediate family\", as such term is defined under Exchange\nAct Rule 16a-1(e), or to a trust for the benefit solely of a member or members\nof the Eligible Employee's immediate family, or to a partnership or other entity\nwhose only owners are members of the Eligible Employee's family, provided that\nfollowing any such transfer or assignment the Award will remain subject to\nsubstantially the same terms applicable to the Award while held by the Eligible\nEmployee, as modified as the Committee in its sole discretion shall determine\nappropriate, and the Participant shall execute an agreement agreeing to be bound\nby such terms.\n\n10.2  Qualifying Performance Criteria.  For purposes of this Plan, the term\n      -------------------------------                                      \n\"Qualifying Performance Criteria\" shall mean any one or more of the following\nperformance criteria, either individually, alternatively or in any combination,\napplied to either the Company as a whole or to a business unit, subsidiary or\nbusiness segment, either individually, alternatively or in any combination, and\nmeasured either annually or cumulatively over a period of years, on an absolute\nbasis or relative to a pre-established target, to previous years' results or to\na designated comparison group, in each case as specified by the Committee in the\nAward: (a) cash flow, (b) earnings (including gross margin, earnings before\ninterest and taxes (\"EBIT\"), earnings before taxes (\"EBT\"), and net earnings),\n(c) earnings per share, (d) growth in earnings or earnings per share, (e) stock\nprice, (f) return on equity or average stockholders' equity, (g) total\nstockholder return, (h) return on capital, (i) return on assets or net assets,\n(j) return on investment, (k) revenue, (l) income or net income, (m) operating\nincome or net operating income, (n) operating profit or net operating profit,\n(o) operating margin, (p) return on operating revenue, (q) market share, (r)\ncontract awards or backlog, (s) overhead or other expense reduction, (t) growth\nin stockholder value relative to the two-year moving average of the S&amp;P 500\nIndex, (u) growth in \n\n \nstockholder value relative to the two-year moving average of the Dow Jones Heavy\nConstruction Index, (v) credit rating, (w) strategic plan development and\nimplementation, (x) succession plan development and implementation, (y)\nretention of executive talent, (z) improvement in workforce diversity, (aa)\nreturn on average stockholders' equity relative to the Ten Year Treasury Yield\n(as hereinafter defined), (bb) improvement in safety records, (cc) capital\nresource management plan development and implementation, (dd) improved internal\nfinancial controls plan development and implementation, (ee) corporate tax\nsavings, (ff) corporate cost of capital reduction, (gg) investor relations\nprogram development and implementation, (hh) corporate relations program\ndevelopment and implementation, (ii) executive performance plan development and\nimplementation, and (jj) tax provision rate for financial statement purposes.\nThe Committee may appropriately adjust any evaluation of performance under a\nQualifying Performance Criteria to exclude any of the following events that\noccurs during a performance period: (i) asset write-downs, (ii) litigation or\nclaim judgments or settlements, (iii) the effect of changes in tax law,\naccounting principles or other such laws or provisions affecting reported\nresults, (iv) accruals for reorganization and restructuring programs, and (v)\nany extraordinary non-recurring items as described in Accounting Principles\nBoard Opinion No. 30 and\/or in management's discussion and analysis of financial\ncondition and results of operations appearing in the Company's annual report to\nstockholders for the applicable year. The term \"Ten Year Treasury Yield\" shall\nmean, for any fiscal period, the daily average percent per annum yield for U.S.\nGovernment Securities -- 10 year Treasury constant maturities, as published in\nthe Federal Reserve statistical release or any successor publication. Prior to\nthe payment of any compensation under an Award intended to qualify as\n\"performance-based compensation\" under Code Section 162(m) the Committee shall\ncertify the extent to which any Qualifying Performance Criteria and any other\nmaterial terms under such Award have been satisfied (other than in cases where\nsuch relate solely to the increase in the value of the Company's Common Stock).\n\n10.3  Dividends.  Unless otherwise provided by the Committee, no adjustment\n      ---------                                                            \nshall be made in Shares issuable under Awards on account of cash dividends which\nmay be paid or other rights which may be issued to the holders of Shares prior\nto their issuance under any Award.  The Committee shall specify whether\ndividends or dividend equivalent amounts shall be paid to any Participant with\nrespect to the Shares subject to any Award that have not vested or been issued\nor that are subject to any restrictions or conditions on the record date for\ndividends.\n\n10.4  Agreements Evidencing Awards.  The Committee shall, subject to applicable\n      ----------------------------                                             \nlaw, determine the date an Award is deemed to be granted, which for purposes of\nthis Plan shall not be affected by the fact that an Award is contingent on\nsubsequent stockholder approval of the Plan.  The Committee or, except to the\nextent prohibited under applicable law, its delegate(s) may establish the terms\nof agreements evidencing Awards under this Plan and may, but need not, require\nas a condition to any such agreement's effectiveness that such agreement be\nexecuted by the Participant and that such Participant agree to such further\nterms and conditions as specified in such agreement.  The grant of an Award\nunder this Plan shall not confer any rights upon the Participant holding such\nAward other than such terms, and subject to such conditions, as are specified in\nthis Plan as being applicable to such type of Award (or to all Awards) or as are\nexpressly set forth in the Agreement evidencing such Award.\n\n \n10.5  Tandem Stock or Cash Rights.  Either at the time an Award is granted or by\n      ---------------------------                                               \nsubsequent action, the Committee may, but need not, provide that an Award shall\ncontain as a term thereof, a right, either in tandem with the other rights under\nthe Award or as an alternative thereto, of the Participant to receive, without\npayment to the Company, a number of Shares, cash or a combination thereof, the\namount of which is determined by reference to the value of the Award; provided,\nhowever, that the number of such rights granted under any Award shall not exceed\nthe per Eligible Employee share limitation for such Award as set forth in\nSection 3.2.\n\n10.6  Financing.  The Committee may in its discretion provide financing to a\n      ---------                                                             \nParticipant in a principal amount sufficient to pay the purchase price of any\nAward and\/or to pay the amount of taxes required by law to be withheld with\nrespect to any Award.  Any such loan shall be subject to all applicable legal\nrequirements and restrictions pertinent thereto, including Regulation G\npromulgated by the Federal Reserve Board.  The grant of an Award shall in no way\nobligate the Company or the Committee to provide any financing whatsoever in\nconnection therewith.\n\nSECTION 11.  Changes in Capital Structure\n\nIf the outstanding securities of the class then subject to this Plan are\nincreased, decreased or exchanged for or converted into cash, property or a\ndifferent number or kind of shares or securities, or if cash, property or shares\nor securities are distributed in respect of such outstanding securities, in\neither case as a result of a reorganization, merger, consolidation,\nrecapitalization, restructuring, reclassification, dividend (other than a\nregular, quarterly cash dividend) or other distribution, stock split, reverse\nstock split, spin-off or the like, or if substantially all of the property and\nassets of the Company are sold, then, unless the terms of such transaction shall\nprovide otherwise, the Committee may make appropriate and proportionate\nadjustments in (i) the number and type of shares or other securities or cash or\nother property that may be acquired pursuant to Awards theretofore granted under\nthis Plan and the exercise or settlement price of such Awards, provided,\nhowever, that any such adjustment shall be made in such a manner that will not\naffect the status of any Award intended to qualify as an ISO under Code Section\n422 or as \"performance based compensation\" under Code Section 162(m), and (ii)\nthe maximum number and type of shares or other securities that may be issued\npursuant to such Awards thereafter granted under this Plan.\n\nSECTION 12.  Change of Control\n\n12.1  Effect of Change of Control.  The Committee may through the terms of the\n      ---------------------------                                             \nAward or otherwise provide that any or all of the following shall occur, either\nimmediately upon the Change of Control or a Change of Control Transaction, or\nupon termination of the Eligible Employee's employment within twenty-four (24)\nmonths following a Change of Control or a Change of Control Transaction: (a) in\nthe case of an Option, the Participant's ability to exercise any portion of the\nOption not previously exercisable, (b) in the case of an Incentive Award, the\nright to receive a payment equal to the target amount payable or, if greater, a\npayment based on performance through a date determined by the Committee prior to\nthe Change of Control, and (c) in the case of Shares issued in payment of any\nIncentive Award, and\/or in the case of Restricted Stock or Stock Units, the\nlapse and expiration of any conditions to the grant, issuance, retention,\nvesting or transferability of, or any other restrictions applicable to, such\nAward.  The Committee also may, through the terms of the Award or otherwise,\nprovide for an absolute or conditional \n\n \nexercise, payment or lapse of conditions or restrictions on an Award which shall\nonly be effective if, upon the announcement of a Change of Control Transaction,\nno provision is made in such Change of Control Transaction for the exercise,\npayment or lapse of conditions or restrictions on the Award, or other procedure\nwhereby the Participant may realize the full benefit of the Award.\n\n12.2  Definitions.  Unless the Committee or the Board shall provide otherwise,\n      -----------                                                             \n\"Change of Control\" shall mean an occurrence of any of the following events (a)\na third person, including a \"group\" as defined in Section 13(d)(3) of the\nExchange Act, acquires shares of the Company having twenty-five percent or more\nof the total number of votes that may be cast for the election of directors of\nthe Company, (b) as the result of any cash tender or exchange offer, merger or\nother business combination, or any combination of the foregoing transactions (a\n\"Transaction\"), the persons who were directors of the Company before the\nTransaction shall cease to constitute a majority of the Board of the Company or\nany successor to the Company; or (c) such other events as the Committee or the\nBoard from time to time may specify.  \"Change of Control Transaction\" shall\ninclude any tender offer, offer, exchange offer, solicitation, merger,\nconsolidation, reorganization or other transaction which is intended to or\nreasonably expected to result in a Change of Control.\n\nSECTION 13.  Taxes\n\n13.1  Withholding Requirements.  The Committee may make such provisions or\n      ------------------------                                            \nimpose such conditions as it may deem appropriate for the withholding or payment\nby the Employee or Participant, as appropriate, of any taxes which it determines\nare required in connection with any Awards granted under this Plan, and a\nParticipant's rights in any Award are subject to satisfaction of such\nconditions.\n\n13.2  Payment of Withholding Taxes.  Notwithstanding the terms of Section 13.1\n      ----------------------------                                            \nhereof, the Committee may provide in the agreement evidencing an Award or\notherwise that all or any portion of the taxes required to be withheld by the\nCompany or, if permitted by the Committee, desired to be paid by the\nParticipant, in connection with the exercise of a Non-qualified Option or the\nexercise, vesting, settlement or transfer of any other Award shall be paid or,\nat the election of the Participant, may be paid by the Company withholding\nshares of the Company's capital stock otherwise issuable or subject to such\nAward, or by the Participant delivering previously owned shares of the Company's\ncapital stock, in each case having a fair market value equal to the amount\nrequired or elected to be withheld or paid.  Any such elections are subject to\nsuch conditions or procedures as may be established by the Committee and may be\nsubject to disapproval by the Committee.\n\nSECTION 14.  Amendments or Termination\n\nThe Board may amend, alter or discontinue the Plan or any agreement evidencing\nan Award made under the Plan, but no such amendment shall, without the approval\nof the shareholders of the Company:\n\n     (a)  materially increase the maximum number of shares of Common Stock  for\n     which Awards may be granted under the Plan;\n\n \n     (b)  reduce the price at which Options may be granted below the price\n     provided for in Section 6.2;\n\n     (c)  reduce the exercise price of outstanding Options;\n\n     (d)  after the date of a Change of Control, impair the rights of any  Award\n     holder, without such holder's consent, under any Award granted prior  to\n     the date of any Change of Control;\n\n     (e)  extend the term of the Plan; or\n\n     (f)  change the class of persons eligible to be Participants.\n\nSECTION 15.  Compliance With Other Laws and Regulations\n\nThe Plan, the grant and exercise of Awards thereunder, and the obligation of the\nCompany to sell, issue or deliver Shares under such Awards, shall be subject to\nall applicable federal, state and foreign laws, rules and regulations and to\nsuch approvals by any governmental or regulatory agency as may be required.  The\nCompany shall not be required to register in a Participant's name or deliver any\nShares prior to the completion of any registration or qualification of such\nShares under any federal, state or foreign law or any ruling or regulation of\nany government body which the Committee shall, in its sole discretion, determine\nto be necessary or advisable.  This Plan is intended to constitute an unfunded\narrangement for a select group of management or other key employees.\n\nNo Option shall be exercisable unless a registration statement with respect to\nthe Option is effective or the Company has determined that such registration is\nunnecessary.  Unless the Awards and Shares covered by this Plan have been\nregistered under the Securities Act of 1933, as amended, or the Company has\ndetermined that such registration is unnecessary, each person receiving an Award\nand\/or Shares pursuant to any Award may be required by the Company to give a\nrepresentation in writing that such person is acquiring such Shares for his or\nher own account for investment and not with a view to, or for sale in connection\nwith, the distribution of any part thereof.\n\nSECTION 16.  Option Grants by Subsidiaries\n\nIn the case of a grant of an Option to any Eligible Employee employed by a\nsubsidiary or affiliate, such grant may, if the Committee so directs, be\nimplemented by the Company issuing any subject Shares to the subsidiary or\naffiliate, for such lawful consideration as the Committee may determine, upon\nthe condition or understanding that the subsidiary or affiliate will transfer\nthe Shares to the optionholder in accordance with the terms of the Option\nspecified by the Committee pursuant to the provisions of the Plan.\nNotwithstanding any other provision hereof, such Option may be issued by and in\nthe name of the subsidiary or affiliate and shall be deemed granted on such date\nas the Committee shall determine.\n\n \nSECTION 17.  No Right to Company Employment\n\nNothing in this Plan or as a result of any Award granted pursuant to this Plan\nshall confer on any individual any right to continue in the employ of the\nCompany or interfere in any way with the right of the Company to terminate an\nindividual's employment at any time.  The Award agreements may contain such\nprovisions as the Committee may approve with reference to the effect of approved\nleaves of absence.\n\nSECTION 18.  Effectiveness and Expiration of Plan\n\nThe Plan shall be effective on the date the Board adopts the Plan and Old Fluor\napproves the Plan as sole stockholder of the Company.  No Stock Option Award,\nRestricted Stock Award or Incentive Award shall be granted pursuant to the Plan\nmore than ten (10) years after the effective date of the Plan.\n\nSECTION 19.  Non-Exclusivity of the Plan\n\nNeither the adoption of the Plan by the Board nor the submission of the Plan to\nthe shareholders of the Company for approval shall be construed as creating any\nlimitations on the power of the Board or the Committee to adopt such other\nincentive arrangements as it or they may deem desirable, including without\nlimitation, the granting of restricted stock or stock options otherwise than\nunder the Plan, and such arrangements may be either generally applicable or\napplicable only in specific cases.\n\nSECTION 20.  Governing Law\n\nThis Plan and any agreements hereunder shall be interpreted and construed in\naccordance with the laws of the State of Delaware and applicable federal law.\nThe Committee may provide that any dispute as to any Award shall be presented\nand determined in such forum as the Committee may specify, including through\nbinding arbitration.  Any reference in this Plan or in the agreement evidencing\nany Award to a provision of law or to a rule or regulation shall be deemed to\ninclude any successor law, rule or regulation of similar effect or\napplicability.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7556],"corporate_contracts_industries":[9479],"corporate_contracts_types":[9539,9546],"class_list":["post-38391","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-fluor-corp","corporate_contracts_industries-construction__construction","corporate_contracts_types-compensation","corporate_contracts_types-compensation__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38391","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38391"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38391"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38391"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38391"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}