{"id":40386,"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-jim2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"retention-program-participation-letter-fluor-corp-and-jim2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/retention-program-participation-letter-fluor-corp-and-jim2.html","title":{"rendered":"Retention Program Participation Letter &#8211; Fluor Corp. and Jim Rollans"},"content":{"rendered":"<pre>\nSeptember 24, 1999\n\n\nMr. Jim Rollans\nPresident and Chief Executive Officer\nFluor Signature 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 of\n                      $1,627,576 secured by a deed of trust on your residence.\n                      The loan provides for an interest rate of 4.52%,\n                      compounded annually with a balloon payment of the entire\n                      amount due on termination of employment. The loan\n                      presently states that it is subject to acceleration in the\n                      event of your termination of employment for any reason\n                      prior to October 31, 2001. The Company will forgive the\n                      loan including accrued interest in its entirety (a) if you\n                      remain continuously employed by the Company until October\n                      31, 2001, or (b) if your employment terminates prior to\n                      that date due to (i) death, (ii) permanent and total\n                      disability, (iii) a Company-initiated termination for any\n                      reason other than for-cause or (iv) following a Change of\n                      Control. If your employment with the Company terminates\n                      for any other reason prior to October 31, 2001 (including,\n                      without\n\n \nJim Rollans\nSeptember 24, 1999\nPage 2\n\n                      limitation, your voluntary termination or a termination\n                      for cause) then this loan shall remain in effect in\n                      accordance with its terms.\n\n                      For purposes hereof, the term \"Change of Control\" shall be\n                      deemed to have occurred if, (a) a third person, including\n                      a \"group\" as defined in Section 13(d)(3) of the Securities\n                      Exchange Act of 1934, acquires shares of the Company\n                      having 25% or more of the votes that may be cast for the\n                      election of directors of the Company or (b) as a result of\n                      any cash tender or exchange offer, merger or other\n                      business combination, or any combination of the preceding\n                      (a \"transaction\"), the persons who are the directors of\n                      the Company before the transaction shall cease to\n                      constitute a majority of the Board of Directors of the\n                      Company or any successor thereto.\n\n                      Accrual to Executive Deferral Compensation Program \n                      --------------------------------------------------\n                      (\"EDCP\")\n                      --------\n\n                      You may earn $1,122,424, said amount to be adjusted as\n                      provided below, if you remain continuously employed by the\n                      Company until on or after October 31, 2001 (the \"EDCP\n                      Accrual\"). During the period from October 1, 1998 to the\n                      date upon which the EDCP Accrual vests (if at all), you\n                      will also be entitled to invest the EDCP Accrual by\n                      selecting one or more of the crediting options contained\n                      in the EDCP. Thereafter, the amount of your EDCP Accrual,\n                      if vested, shall be adjusted based upon the investment\n                      return that you would have otherwise received had the EDCP\n                      Accrual been actually earned as of October 1, 1998 and\n                      credited in your EDCP account based upon your chosen\n                      crediting option through the date of vesting. If no\n                      crediting option is indicated, the EDCP Accrual will be\n                      automatically credited as if you chose the Money Market\n                      crediting option under the EDCP.\n\n                      The EDCP Accrual, as adjusted, will vest and be credited\n                      to your existing Company EDCP account (a) if you remain\n                      continuously employed by the Company until October 31,\n                      2001 or (b) if your employment terminates prior to that\n                      date due to (i) death, (ii) permanent and total\n                      disability, (iii) a Company-\n\n \nJim Rollans\nSeptember 24, 1999\nPage 3\n\n                      initiated termination other than on a for-cause basis or\n                      (iv) following a Change of Control. If in the event your\n                      employment terminates for any reason prior to any such\n                      vesting date for any other reason (including, without\n                      limitation, your voluntary termination or a termination\n                      for cause), then the EDCP Accrual, as adjusted, will be\n                      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\n\nPhilip J. Carroll\n\nAgreed by:                             Agreed by:\n\n\/s\/ PHILIP J. CARROLL                  \/s\/ JAMES O. ROLLANS\n---------------------------            -------------------------------------\nPhilip J. Carroll                      James O. Rollans\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-40386","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\/40386","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=40386"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40386"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40386"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40386"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}