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EXHIBIT 10.17
1982 FLUOR
SHADOW STOCK PLAN
(as amended and restated, effective September 11, 1995)
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ARTICLE I
DEFINITIONS
Sec. 1.1 DEFINITIONS
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As used herein, the following terms shall have the meanings hereinafter set
forth unless the context clearly indicates to the contrary:
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Change of Control" "Change of Control" of the Company shall be deemed to
have occurred if, (i) 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 twenty-five percent or more of the total number of votes
that may be cast for the election of directors of the Company, or (ii) as
the result of any cash tender or exchange offer, merger or other business
combination, or any combination of the foregoing transactions (a
"Transaction"), the persons who were directors of the Company before the
Transaction shall cease to constitute a majority of the Board of the
Company or any successor to the Company.
(c) "Committee" shall mean the Organization and Compensation Committee of the
Board.
(d) "Company" shall mean Fluor Corporation.
(e) "Fair Market Value" shall mean the average of the highest price and the
lowest price per share at which the Stock is sold in the regular way on the
New York Stock Exchange on the day such value is to be determined hereunder
or, in the absence of any reported sales on such day, the first preceding
day on which there were such sales.
(f) "Grantee" shall mean an employee to whom Units have been granted hereunder.
(g) "Plan" shall mean the 1982 Fluor Shadow Stock Plan, the terms of which are
set forth herein.
(h) "Stock" shall mean the common stock of the Company or, in the event that
the outstanding shares of Stock are hereafter changed into or exchanged for
shares of a different stock or securities of the Company or some other
corporation, such other stock or securities.
(i) "Subsidiary" shall mean any corporation, the majority of the outstanding
capital stock of which is owned, directly or indirectly, by the Company.
(i) "Units" shall mean Shadow Stock Units granted as provided herein.
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ARTICLE II
THE PLAN
Sec. 2.1 NAME
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This plan shall be known as the "1982 Fluor Shadow Stock Plan".
Sec. 2.2 PURPOSE
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The purpose of the Plan is to advance the interests of the Company and its
shareholders by providing participants in the Fluor Corporation and
Subsidiaries Executive Incentive Compensation Plan and other eligible key
management employees who can directly and significantly influence the
profits of the Company and therefore the market value of its Stock a form
of cash incentive compensation which is measured by the performance of the
Stock.
Sec. 2.3 EFFECTIVE DATE AND DURATION
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The Plan shall become effective as of October 31, 1982, upon its adoption
by the Board. The Units awarded hereunder must be awarded within twenty
years from the effective date of the Plan.
ARTICLE III
PARTICIPANTS
Sec. 3.1 ELIGIBILITY
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Any participant in the Fluor Corporation and Subsidiaries Executive
Incentive Compensation Plan or other key management employee of the Company
or its Subsidiaries shall be eligible to participate in the Plan; provided,
however, that no member of the Committee shall be eligible to participate.
ARTICLE IV
ADMINISTRATION
Sec. 4.1 DUTIES AND POWERS OF COMMITTEE
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The Plan shall be administered by the Committee. Subject to the express
provisions of the Plan, the Committee shall have sole discretion and
authority to determine from among eligible employees those to whom and the
time or times at which Units may be granted, the number of Units to be
granted and the period for the exercise of such Units which need not be the
same for each grant hereunder.
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Subject to the express provisions of the Plan, the Committee shall also
have complete authority to interpret the Plan, to prescribe, amend and
rescind rules and regulations relating to it, and to make all other
determinations necessary or advisable in the administration of the Plan.
Sec. 4.2 MAJORITY RULE
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A majority of the members of the Committee shall constitute a quorum, and
any action taken by a majority present at a meeting at which a quorum is
present or any action taken without a meeting evidenced by a writing
executed by a majority of the whole Committee shall constitute the action
of the Committee.
Sec. 4.3 COMPANY ASSISTANCE
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The Company shall supply full and timely information to the Committee on
all matters relating to eligible employees, their employment, death,
retirement, disability or other termination of employment, and such other
pertinent facts as the Committee may require. The Company shall furnish
the Committee with such clerical and other assistance as is necessary in
the performance of its duties.
ARTICLE V
UNITS SUBJECT TO PLAN
Sec. 5.1 LIMITATIONS
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Subject to adjustment pursuant to the provisions of Section 5.2 hereof, the
number of unexercised Units granted pursuant to Section 6.1(b) hereunder
shall not exceed 1,000,000.
Sec. 5.2 ANTIDILUTION
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In the event that the outstanding shares of Stock hereafter are changed
into or exchanged for a different number or kind of shares or other
securities of the Company or of another corporation by reason of merger,
consolidation, other reorganization, recapitalization, reclassification,
combination of shares, stock splitup or stock dividend,
(a) the aggregate number of unexercised Units which may be granted under
Section 6.1(b) shall be adjusted appropriately;
(b) outstanding Units granted hereunder, both as to number and value,
shall be adjusted appropriately; and
(c) where dissolution or liquidation of the Company or any merger or
combination in which the Company is not a surviving corporation is
involved, each outstanding Unit granted hereunder shall terminate, but
the
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Grantee shall have the right, immediately prior to such dissolution,
liquidation, merger or combination, to exercise his Units in full to
the extent that such Units shall not have been exercised.
The foregoing adjustments and the manner of application of the foregoing
provisions shall be determined solely by the Committee, and any such
adjustment may provide for the elimination of fractional Units.
ARTICLE VI
GRANT AND EXERCISE OF UNITS
Sec. 6.1 GRANT OF UNITS
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(a) Units may be granted as a consequence of Incentive Compensation awards
made in the form of Shadow Stock Units pursuant to the Fluor
Corporation and Subsidiaries Executive Incentive Compensation Plan.
Each such grant shall be evidenced by minutes of a meeting or the
written consent of the Board. The Grantee shall be promptly notified
of such grant by a written communication which shall set forth the
number of Units so granted. For purposes of the Plan, the date of
such Board action shall be deemed to be the date of grant.
(b) Units may also be separately granted by the Committee and the grant of
any such Units shall be evidenced by minutes of a meeting or the
written consent of the Committee and by a written Agreement dated as
of the date of grant and executed by the Company and the Grantee which
Agreement shall set forth such terms and conditions as may be
determined by the Committee consistent with the Plan.
Sec. 6.2 EXERCISE PERIOD
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The period for exercise of each Unit granted hereunder shall be determined
by the Committee, but in no instance shall such period exceed ten years
from the date of grant. At the end of said period, any unexercised Units
shall be deemed to have been exercised in accordance with Section 6.3.
Sec. 6.3 EXERCISE OF UNITS
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Units granted hereunder shall be exercised by written notice of intent to
exercise with respect to a specified number of Units (at least 50 or the
entire remaining balance of the grant, whichever is less) delivered to the
Company at its principal office in the State of California. In the case of
Grantees working outside the United States, such exercise shall be subject
to the approval and consent of the Executive Compensation Committee of the
Company.
Sec. 6.4 PAYMENT FOR UNITS EXERCISED
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Within 30 days after Units have been exercised in accordance with Section
6.3 hereof, the Company shall pay to the Grantee in cash an amount equal to
the Fair Market Value of the Stock on the date such Units are exercised
multiplied by the number of Units exercised, less all applicable federal
and state withholding or other employment taxes applicable to the taxable
income of such Grantee resulting from such exercise. In the event of the
death of such Grantee before payment is made hereunder, such payment shall
be made to the executor or administrator of such Grantee's estate.
The foregoing notwithstanding, if any Units granted pursuant to Section
6.1(a) hereof are exercised within the period ending with the calendar
month immediately following the month in which the grant was made or if any
Units granted pursuant to Section 6.1(b.) hereof are exercised during the
calendar month in which such Units first became exercisable, then the Fair
Market Value of the Stock of the Company shall be determined by reference
to its Fair Market Value on the date of such grant.
Notwithstanding the provisions of Section 6.3 hereof and the foregoing
provisions of this Section 6.4, the Committee may in its discretion
determine that all or a portion of any Units granted pursuant to Section
6.1(b) shall be automatically exercised and paid as soon as they become
exercisable and that the value of such Units shall be determined as of the
date such Units were awarded by the Committee.
Sec. 6.5 NON-TRANSFERABILITY OF UNITS
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No Units granted hereunder shall be transferred by a Grantee otherwise than
by will or the laws of descent and distribution. During the lifetime of a
Grantee, such Units shall be exercisable only by him.
Sec. 6.6 EFFECT OF DEATH OR OTHER TERMINATION OF EMPLOYMENT
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(a) If, prior to the date on which any Unit becomes exercisable, the
Grantee's employment with the Company or its Subsidiaries shall be
terminated by the Company or Subsidiary with or without cause, or by
the act of the Grantee, the Grantee's rights to exercise such Units
shall terminate and all rights thereunder shall cease; provided,
however, that if the Grantee shall die, retire or become permanently
and totally disabled, as determined in accordance with applicable
Company personnel policies, or if the Grantee's employment with the
Company or its Subsidiaries shall be terminated within two years after
a Change of Control of the Company and such termination occurs prior
to a date on which a Unit shall have become exercisable, such Unit
shall become exercisable in full on the date of such death,
retirement, disability or termination of employment.
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(b) If a Grantee's employment with the Company or its Subsidiaries shall
be terminated for any reason other than death, retirement or permanent
total disability, the Grantee shall have the right, during the period
ending three months after such termination, to exercise such Units to
the extent that they were exercisable at the date of such termination
and shall not have been exercised, subject, however, to the provisions
of Section 6.2 hereof.
(c) Upon termination of a Grantee's employment with the Company or its
Subsidiaries by reason of retirement or permanent total disability, as
determined in accordance with applicable Company personnel policies,
such Grantee shall have the right, during the period ending three
years after such termination, to exercise his Units in full to the
extent that they shall not have been exercised, subject, however, to
the provisions of Section 6.2 hereof.
(d) If a Grantee shall die while in the employ of the Company or its
Subsidiaries, or within three months after termination of such
employment for any reason other than retirement or permanent total
disability, or within three years after termination of such employment
by reason of retirement or permanent total disability, the executor or
administrator of the estate of the decedent or the person or persons
to whom Units granted hereunder shall have been validly transferred by
the executor or the administrator pursuant to will or the laws of
descent and distribution shall have the right, during the period
ending three years after the date of the Grantee's death, to exercise
the Grantee's Units (i) in full to the extent that they shall not have
been exercised, if the Grantee shall have died while in the employ of
the Company or its Subsidiaries or within three years after
termination of such employment by reason of retirement or permanent
total disability, or (ii) to the extent that they were exercisable at
the date of the Grantee's death and shall not have been exercised, if
the Grantee shall have died within three months after termination of
such employment for any reason other than retirement or permanent
total disability, subject, however, to the provisions of Section 6.2
hereof.
(e) No transfer of Units by a Grantee by will or by the laws of descent
and distribution shall be effective to bind the Company unless the
Company shall have been furnished with written notice thereof and an
authenticated copy of the will and/or such other evidence as the
Committee may deem necessary to establish the validity of the transfer
and the acceptance by the transferee or transferees of the terms and
conditions of such Units.
Sec. 6.7 NO RIGHTS AS SHAREHOLDER
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Nothing herein contained shall be deemed to give any Grantee any rights as
a shareholder of the Company.
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ARTICLE VII
TERMINATION, AMENDMENT AND MODIFICATION OF PLAN
Sec. 7.1 TERMINATION, AMENDMENT AND MODIFICATION OF PLAN
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The Board may at any time, upon recommendation of the Committee, terminate,
and may at any time and from time to time and in any respect amend or
modify, the Plan; provided, however, that no termination, amendment or
modification of the Plan shall in any manner affect any Units theretofore
granted under the Plan without the consent of the Grantee.
ARTICLE VIII
MISCELLANEOUS
Sec. 8.1 EMPLOYMENT
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Nothing in the Plan or in any Units granted hereunder shall confer upon any
employee the right to continue in the employ of the Company or any
Subsidiary.
Sec. 8.2 OTHER COMPENSATION PLANS
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Except as set forth in the Fluor Corporation and Subsidiaries Executive
Incentive Compensation Plan, the adoption of the Plan shall not affect any
stock option or incentive or other compensation plans in effect for the
Company or any Subsidiary, nor shall the Plan preclude the Company from
establishing any other forms of incentive or other compensation for
employees of the Company or any Subsidiary.
Sec. 8.3 PLAN BINDING ON SUCCESSORS
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The Plan shall be binding upon the successors and assigns of the Company.
Sec. 8.4 SINGULAR, PLURAL; GENDER
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Whenever used herein, nouns in the singular shall include the plural, and
the masculine pronoun shall include the feminine gender.
Sec. 8.5 HEADINGS, ETC., NO PART OF PLAN
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Headings of Articles and Sections hereof are inserted for convenience and
reference; they constitute no part of the Plan.
