{"id":40385,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/retention-program-participation-letter-fluor-corp-and-jim.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"retention-program-participation-letter-fluor-corp-and-jim","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/retention-program-participation-letter-fluor-corp-and-jim.html","title":{"rendered":"Retention Program Participation Letter &#8211; Fluor Corp. and Jim Stein"},"content":{"rendered":"<pre>September 24, 1999\n\n\nMr. Jim Stein\nPresident and Chief Executive Officer\nFluor Global Services\n\nDear Jim,\n\nIt is my pleasure to inform you that at the December 1998 Organization and\nCompensation Committee meeting, the Board of Directors of Fluor Corporation (the\n\"Company\") selected you to participate in a Retention Program.  The amount of\nthe retention award was $2,750,000.  At your request the award has been\nstructured as follows:\n\nAward Amount:            $2,750,000\n\nRetention Period:        October 1, 1998 through October 31, 2001\n\nRetention Agreement:     The Award Amount is divided between the following two\n                         components:\n\n                         Housing\n                         -------\n\n                         You have previously been provided with a personal loan\n                         of $1,006,841 secured by a deed of trust on your\n                         residence. The loan provides for an interest rate of\n                         4.52%, compounded annually with a balloon payment of\n                         the entire amount due on termination of employment. The\n                         loan presently states that it is subject to\n                         acceleration in the event of your termination of\n                         employment for any reason prior to October 31, 2001.\n                         The Company will forgive the loan including accrued\n                         interest in its entirety (a) if you remain continuously\n                         employed by the Company until October 31, 2001, or (b)\n                         if your employment terminates prior to that date due to\n                         (i) death, (ii) permanent and total disability, (iii) a\n                         Company-initiated termination for any reason other than\n                         for-cause or (iv) following a Change of Control. If\n                         your employment with the Company terminates for \n\n \nJim Stein\nSeptember 24, 1999\nPage 2\n\n                         any other reason prior to October 31, 2001 (including,\n                         without limitation, your voluntary termination or a\n                         termination for cause) then this loan shall remain in\n                         effect in accordance with its terms.\n\n                         For purposes hereof, the term \"Change of Control\" shall\n                         be deemed to have occurred if, (a) a third person,\n                         including a \"group\" as defined in Section 13(d)(3) of\n                         the Securities Exchange Act of 1934, acquires shares of\n                         the Company having 25% or more of the votes that may be\n                         cast for the election of directors of the Company or\n                         (b) as a result of any cash tender or exchange offer,\n                         merger or other business combination, or any\n                         combination of the preceding (a \"transaction\"), the\n                         persons who are the directors of the Company before the\n                         transaction shall cease to constitute a majority of the\n                         Board of Directors of the Company or any successor\n                         thereto.\n\n                         Accrual to Executive Deferral Compensation Program \n                         --------------------------------------------------\n                         (\"EDCP\")\n                         --------\n\n                         You may earn $1,743,159, said amount to be adjusted as\n                         provided below, if you remain continuously employed by\n                         the Company until on or after October 31, 2001 (the\n                         \"EDCP Accrual\"). During the period from October 1, 1998\n                         to the date upon which the EDCP Accrual vests (if at\n                         all), you will also be entitled to invest the EDCP\n                         Accrual by selecting one or more of the crediting\n                         options contained in the EDCP. Thereafter, the amount\n                         of your EDCP Accrual, if vested, shall be adjusted\n                         based upon the investment return that you would have\n                         otherwise received had the EDCP Accrual been actually\n                         earned as of October 1, 1998 and credited in your EDCP\n                         account based upon your chosen crediting option through\n                         the date of vesting. If no crediting option is\n                         indicated, the EDCP Accrual will be automatically\n                         credited as if you chose the Money Market crediting\n                         option under the EDCP.\n\n                         The EDCP Accrual, as adjusted, will vest and be\n                         credited to your existing Company EDCP account (a) if\n                         you remain continuously employed by the Company until\n                         October 31, 2001\n\n \nJim Stein\nSeptember 24, 1999\nPage 3\n\n                         or (b) if your employment terminates prior to that date\n                         due to (i) death, (ii) permanent and total disability,\n                         (iii) a Company-initiated termination other than on a\n                         for-cause basis or (iv) following a Change of Control.\n                         If in the event your employment terminates for any\n                         reason prior to any such vesting date for any other\n                         reason (including, without limitation, your voluntary\n                         termination or a termination for cause), then the EDCP\n                         Accrual, as adjusted, will be forfeited.\n\nPlease indicate your acknowledgment of the terms of the letter by signing in the\nspace provided and returning the original to me for your employee records.  You\nshould also retain a copy for your file.\n\nIf you should have any questions, please give me a call at (949) 349-2000.\n\nSincerely,\n\n\n\nPhilip J. Carroll\n\n\n\nAgreed by:                                  Agreed by:\n\n\/s\/ PHILIP J. CARROLL                       \/s\/ JAMES C. STEIN\n------------------------------------        ------------------------------------\nPhilip J. Carroll                           James C. Stein\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":[9539,9544],"class_list":["post-40385","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__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40385","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=40385"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40385"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40385"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40385"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}