{"id":40402,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/retirement-plan-for-outside-directors-fluor-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"retirement-plan-for-outside-directors-fluor-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/retirement-plan-for-outside-directors-fluor-corp.html","title":{"rendered":"Retirement Plan for Outside Directors &#8211; Fluor Corp."},"content":{"rendered":"<pre>                               FLUOR CORPORATION\n\n                     RETIREMENT PLAN FOR OUTSIDE DIRECTORS\n\n                               SUMMARY OF TERMS\n\nEligibility              Outside Directors of Fluor Corporation who have not\n                         previously served in the management of the Company or a\n                         subsidiary, and who have served as a Director for a\n                         total of six years, (i.e., the equivalent of two three\n                         year terms) are eligible for retirement payments.\n\nPayment Amount           An annual amount equivalent to the annual base retainer\n                         in effect at the time of the Director's retirement.\n                         This is currently $30,000 per year. Excluded are\n                         meeting fees, Committee Chairman retainers, etc.\n\nPayment Period           The annual amount will be payable quarterly beginning\n                         at the age specified for retirement from the Board in\n                         the Bylaws, (i.e., age 72). Payments will continue for\n                         the life of the Director but not to exceed the number\n                         of years of the Director's prior Board service.\n\nEarly Retirement         An Outside Director who leaves the Board prior to the\n                         age for Board retirement may, with the approval of the\n                         Executive Committee, receive benefits beginning at the\n                         age for Board retirement, continuing thereafter for\n                         life, not to exceed the period of prior Board service.\n\nDisability               In the event of total disability while a Board member,\n                         Outside Directors with six or more years Board service\n                         are eligible to receive the retirement benefit\n                         thereafter during the life of the Director, not to\n                         exceed the period of prior Board service.\n\nDeath                    If the Director is survived by his spouse, benefits\n                         shall continue to his spouse for two years beyond the\n                         Director's death, not to exceed pre and post death\n                         payments equivalent to the Director's total Board\n                         service.\n\nAdministration           The Plan is administered by the Executive Committee of\n                         the Board of Directors of Fluor Corporation\n\nEffective Date           The Plan is effective May 1, 1992.\n\n \n                               FLUOR CORPORATION\n\n                     RETIREMENT PLAN FOR OUTSIDE DIRECTORS\n                     -------------------------------------\n\n                                   ARTICLE I\n\n                                 INTRODUCTION\n                                 ------------\n\n          1.1  Plan. This Plan is established by Fluor Corporation for the\n               ----\nbenefit of Outside Directors of the Board of Fluor Corporation who retire from\nthe Board at any time on or after the Effective Date and meet the eligibility\nrequirements for becoming a Participant under the Plan.\n\n          1.2  Authority.  The Plan shall be maintained according to the terms\n               ---------\nof this document, as it may be amended from time to time. The Executive\nCommittee of the Board shall have the sole authority to amend the Plan and to\nresolve any dispute with respect to the interpretation and administration of the\nPlan. The Plan shall be administered and interpreted by the Executive Committee.\n\n\n                                  ARTICLE II\n\n                                 DEFINITIONS \n                                 -----------\n\n\n          2.1  Definitions.  When used in this document, the following terms\n               -----------\nshall have the meaning assigned to them, unless the context clearly indicates\notherwise:\n\n               (a)  Company means Fluor Corporation.\n                    -------\n\n               (b)  Board means the board of directors of the Company.\n                    -----\n\n               (c)  Executive Committee means the Executive Committee of the\n                    -------------------\n          Board of the Company.\n\n               (d)  Outside Director means a member of the Board who is\n                    ----------------\n          neither a current nor a former management employee of the Company or\n          any subsidiary of the Company.\n\n               (e)  Participant  means an Outside Director who becomes\n                    -----------\n          eligible for retirement benefit payments under the Plan.\n\n               (f)  Age for Board Retirement means the age for mandatory\n                    ------------------------\n          retirement of members of the Board as specified\n\n                                       1\n\n \n         in the Bylaws of the Company, as applied to Outside Directors on the\n         date of such Outside Directors' retirement from the Board.\n\n                   (g) Plan means the Fluor Corporation Retirement Plan for\n                       ----\n         Outside Directors, as set forth in this document and as amended from\n         time to time.\n\n                   (h) Effective Date means May 1, 1992.\n                       --------------\n\n\n                                  ARTICLE III\n\n                              RETIREMENT BENEFITS\n                              -------------------\n\n         3.1 Eligibility. Commencing at the time each of the following\n             -----------\nrequirements have been met, an Outside Director shall become a Participant under\nthe Plan and eligible to receive retirement benefit payments:\n\n             (a) Completion of at least six (6) years of service as an Outside\n         Director; and\n\n             (b) Either attains the Age for Board Retirement while serving as\n         an Outside Director, or becomes permanently and totally disabled as\n         defined in applicable Company personnel policies while serving as an\n         Outside Director; and\n\n             (c) Retires from the Board.\n\n         3.2 Payment. Payments to Participants shall be made quarterly on the\n             -------\ndates corresponding to the dates on which quarterly installments of the annual\nretainer are made to Outside Directors.\n\n         3.3 Amount. A Participant's quarterly payment as specified in Section\n             ------\n3.2 shall be an amount equal to one-fourth of the annual directors' retainer\n(exclusive of meeting fees or committee chairmen's retainers) for Outside\nDirectors prevailing at the time the Participant retires from the Board.\n\n         3.4 Period of Payments. A Participant shall be entitled to receive the\n             ------------------\npayments specified in Section 3.3 for the life of the Participant, but not to\nexceed the period equal to the Participant's Board service as an Outside\nDirector.\n\n         3.5 Early Retirement. An Outside Director who has served at least six\n             ----------------\nyears and who leaves the Board prior to the Age for Board Retirement, may, upon\napplication to and in the discretion of the Executive Committee, be granted\nearly retirement status. With early retirement status the Outside\n\n                                       2\n\n \nDirector shall become a Participant upon attainment of the Age for Board\nRetirement and thereafter be entitled to quarterly payments as specified in\nSection 3.3, calculated as of the date of departure from the Board, for the\nperiod specified in Section 3.4.\n\n         3.6 Deferred Compensation Plan. Nothing in this Plan shall affect\n             ---------------------------\neligibility for or benefits under the Company's Deferred Directors Fee Plan or\nany other deferred fee plan maintained by the Company.\n\n         3.7 Forfeiture of Benefits. All benefits not yet paid for which an\n             ----------------------\nOutside Director would be otherwise eligible under this Plan shall be forfeited\nin the event that the Executive Committee determines that any of the following\ncircumstances has occurred:\n\n             (a) The Outside Director has engaged in knowing and willful\n         misconduct in connection with his or her service as a director; or\n\n             (b) The Outside Director, without the consent of the Executive\n         Committee, at any time during or after his or her period of Board\n         service, is employed by, becomes a principal of, serves as a director\n         of, or owns a material interest in, any business which either directly\n         or through any controlled subsidiary competes with the Company or any\n         subsidiary of the Company.\n\n         3.8 Surviving Spouse.\n             ----------------\n\n             (a) The surviving spouse of an Outside Director with at least six\n         years Board service but who is not a Participant in the Plan shall be\n         entitled to receive a quarterly payment, calculated in the manner\n         specified in Section 3.3 as of the date of death of such Outside\n         Director, payable for a period of two years following such death, but\n         not to exceed the life of the surviving spouse.\n\n              (b) The surviving spouse of a Participant shall be entitled to\n         receive continuing quarterly payments in the amount specified in\n         Section 3.3 for a period of two additional years following the death of\n         the Participant, but not to exceed the life of the surviving spouse, or\n         payments to both the Participant and the surviving spouse exceeding the\n         period of Participant's prior Board service.\n\n                                       3\n\n \n                                  ARTICLE IV\n\n                                 MISCELLANEOUS\n                                 -------------\n\n         4.1 No Funding Obligation. The obligation of the Company to pay any\n             ---------------------   \nbenefits under this Plan shall be unfunded and unsecured and any payments under\nthis Plan shall be made from the general assets of the Company. The Company may,\nhowever, in its discretion, set aside assets, or purchase annuity or life\ninsurance contracts, to discharge a1l or part of its obligations under this\nPlan. Any such assets set aside, and any such annuity or life insurance\ncontracts, shall remain in the name of the Company and it is intended that no\ntrust be created to fund this Plan.\n\n         4.2 Applicable Law. This Plan shall be construed and enforced in \n             --------------\naccordance with the laws of the State of California.\n\n         4.3 Continued Board Service. Nothing in this Plan or the benefits \n             -----------------------\npayable hereunder shall confer upon any Participant the right to continue as a\nmember of the Board.\n\n         4.4 Plan Binding on Successors. This Plan shall be binding upon the \n             --------------------------\nsuccessors and assigns of the Company.\n\n                                       4\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":[9539,9550],"class_list":["post-40402","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__retirement"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40402","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=40402"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40402"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40402"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40402"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}