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EXHIBIT 10.4
FLUOR CORPORATION 2000 RESTRICTED STOCK PLAN
FOR NON-EMPLOYEE DIRECTORS
ARTICLE I. DEFINITIONS
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) "Age for Board Retirement" shall mean the age for mandatory retirement
of members of the Board as specified in the Bylaws of the Company, as
applied to Eligible Directors on the date of such Eligible Directors'
retirement from the Board.
(b) "Assumed Award" shall mean a restricted stock grant, restricted stock
unit or other equity-based arrangement that was granted by Old Fluor
to one of its non-employee directors for his or her service as such
and which is assumed by the Company in connection with the
Distribution, as such award has been adjusted or amended pursuant to
the terms thereof.
(c) "Award" shall mean an award of Restricted Stock and/or Restricted
Units pursuant to the provisions of Article V or Article VI hereof.
(d) "Awardee" shall mean an Eligible Director to whom Restricted Stock has
been awarded hereunder.
(e) "Board" shall mean the Board of Directors of the Company.
(f) "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.
(g) "Committee" shall mean the administrative body provided for in Section
4.1.
(h) "Company" shall mean Fluor Corporation and, with respect to periods of
time prior to the date of the Distribution, Old Fluor.
(i) "Distribution" shall have the meaning set forth in Section 2.2.
(j) "Eligible Director" shall mean a director of the Company who is not
and never has been an employee of the Company or any of its
Subsidiaries.
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(k) "Fluor Stock Price" shall mean, as of any date, the closing sale price
for shares of Stock quoted for such date on The New York Stock
Exchange.
(l) "Old Fluor" shall have the meaning set forth in Section 2.2.
(m) "Plan" shall mean the Fluor Corporation 2000 Restricted Stock Plan for
Non-Employee Directors, the current terms of which are set forth
herein.
(n) "Plan Effective Date" shall mean the date upon which the Plan becomes
effective in accordance with the provisions of Section 2.3.
(o) "Restricted Stock Agreement" and "Restricted Unit Agreement" shall
mean the agreement between the Company and the Awardee with respect to
Restricted Stock and Restricted Units, respectively, awarded
hereunder.
(p) "Restricted Stock Award" shall mean Stock that is awarded to an
Eligible Director by the Committee pursuant to Article V hereof, which
is nontransferable and subject to a substantial risk of forfeiture
until specific conditions are met.
(q) "Restricted Unit Award" shall mean amounts awarded pursuant to Article
VI hereof.
(r) "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.
(s) "Subsidiary" shall mean any corporation, the majority of the
outstanding capital stock of which is owned, directly or indirectly,
by the Company or any partnership or joint venture in which either the
Company or such a corporation is at least a twenty percent (20%)
equity participant.
ARTICLE II. GENERAL
2.1 Name
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This Plan shall be known as the "Fluor Corporation 2000 Restricted Stock Plan
for Non-Employee Directors".
2.2 Purpose
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The purpose of the Plan is to advance the interests of the Company and its
stockholders by affording to Eligible Directors of the Company an opportunity to
acquire or increase their proprietary interest in the Company by the grant to
such directors of Awards under the terms set forth herein. By encouraging non-
employee directors to become owners of Company shares, the Company seeks to
increase their incentive for enhancing stockholder value and to motivate, retain
and attract those highly competent individuals upon whose judgment, initiative,
leadership and continued efforts the success of the Company in large measure
depends. The Plan also permits Shares to be issuable upon vesting or
satisfaction of restricted stock and restricted unit
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awards that were assumed by the Company in connection with the distribution of
the Company's common stock (the "Distribution") to the stockholders of Massey
Energy Company, which prior to the distribution was known as Fluor Corporation
("Old Fluor").
2.3 Effective Date
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The Plan shall become effective upon its approval by Old Fluor, as sole
stockholder of the Company.
2.4 Limitations
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Subject to adjustment pursuant to the provisions of Section 8.1 hereof, the
aggregate number of shares of Stock which may be issued as Awards shall not
exceed 120,000. Any such shares may be either authorized and unissued shares or
shares issued and thereafter acquired by the Company.
2.5 Awards Granted under Plan
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For purposes of Section 2.4, the aggregate number of shares of Stock issued
under this Plan at any time shall equal only the number of shares actually
issued pursuant to all Awards and shall not count any shares returned to the
Company upon cancellation, expiration or forfeiture of an Award or delivered
(either actually or by attestation) in payment or satisfaction of the tax
obligation of an Award.
ARTICLE III. PARTICIPANTS
3.1 Eligibility
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Any Eligible Director shall be eligible to participate in the Plan.
ARTICLE IV. ADMINISTRATION
4.1 Composition of Committee
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The Plan shall be administered by the Organization and Compensation Committee of
the Board of Directors, and/or by the Board of Directors or another committee of
the Board of Directors of the Company, as appointed from time to time by the
Board of Directors (any such administrative body, the "Committee"). The Board
of Directors shall fill vacancies on, and from time to time may remove or add
members to, the Committee. The Committee shall act pursuant to a majority vote
or unanimous written consent.
4.2 Duties and Powers of the Committee.
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Subject to the express provisions of this Plan, the Committee shall be
authorized and empowered to do all things necessary or desirable in connection
with the administration of this Plan with respect to the Awards over which such
Committee has authority, including, without limitation, the following:
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(a) to prescribe, amend and rescind rules and regulations relating to this
Plan and to define terms not otherwise defined herein;
(b) to determine the number of Shares subject to Awards;
(c) to prescribe and amend the terms of the agreements or other documents
evidencing Awards made under this Plan;
(d) to determine whether, and the extent to which, adjustments are
required pursuant to Section 8.1 hereof;
(e) to interpret and construe this Plan, any rules and regulations under
the Plan and the terms and conditions of any Award granted hereunder,
and to make exceptions to any such provisions in good faith and for
the benefit of the Company; and
(f) to make all other determinations deemed necessary or advisable for the
administration of the Plan.
4.3 Determinations of the Committee.
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All decisions, determinations and interpretations by the Committee or the Board
regarding the Plan shall be final and binding on all current or former directors
of the Company and their beneficiaries, heirs, successors and assigns. The
Committee or the Board, as applicable, shall consider such factors as it deems
relevant, in its sole and absolute discretion, to making such decisions,
determinations and interpretations including, without limitation, the
recommendations or advice of any officer of the Company or Eligible Director and
such attorneys, consultants and accountants as it may select.
4.4 Company Assistance
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The Committee may designate the Secretary of the Company or other Company
employees to assist the Committee in the administration of the Plan, and may
grant authority to such persons to execute agreements evidencing Awards made
under this Plan or other documents entered into under this Plan on behalf of the
Committee or the Company. The Company shall supply full and timely information
to the Committee on all matters relating to Eligible Directors, their death,
retirement, disability or removal or resignation from the Board 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. RESTRICTED STOCK AWARDS
5.1 Awards under the Plan
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The Committee may provide for a one-time Restricted Stock Award to any Eligible
Director which shall be granted on a date determined by the Committee, in its
sole discretion, in connection with such Eligible Director first being appointed
or elected to the Board. The Committee shall grant to each Eligible Director
that is a member of the Board during all or any portion of each calendar year
during the term of the Plan a Restricted Stock Award, which shall
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be granted on a date determined by the Committee, in its sole discretion. The
number of shares of Stock subject to a one-time Restricted Stock Award shall be
set by the Committee but shall not exceed 1,500 and the number of shares of
Stock subject to an annual Restricted Stock Award shall be set by the Committee
but shall not exceed 750.
An Assumed Award is a restricted stock grant, restricted stock unit or other
equity-based arrangement that was granted by Old Fluor to its non-employee
directors for their service as such and assumed by the Company in connection
with the Distribution, as adjusted or amended pursuant to the terms thereof.
Assumed Awards may be settled with Stock authorized and issued under this Plan.
Notwithstanding any provision to the contrary in this Plan and except as
provided in this sentence, the terms of Assumed Awards shall be subject to the
terms and conditions set forth in the grant agreement and/or other document(s)
evidencing such Award and, to the extent provided therein, to terms equivalent
to the terms of the plan under which such Award was originally granted;
provided, however, that all Assumed Awards shall be administered by the
Committee, which shall have the power and authority provided for in Section 4 of
this Plan.
5.2 Restricted Stock Agreement
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Each Award granted hereunder must be granted within ten years from the effective
date of the Plan. The Awardee shall be entitled to receive the Stock subject to
such Award only if the Company and the Awardee, within the time period specified
by the Committee, enter into a written Restricted Stock Agreement dated as of
the date of the Award, which Agreement shall set forth such terms and conditions
as may be determined by the Committee consistent with the Plan.
5.3 Restrictions on Sale or Other Transfer
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Each share of Stock granted under a Restricted Stock Award shall be subject to
acquisition by the Company, and may not be sold or otherwise transferred except
pursuant to the following provisions:
(a) The shares of Stock represented by the Restricted Stock Agreement
shall be held in book entry form with the Company's transfer agent
until the restrictions lapse in accordance with the conditions
established by the Committee pursuant to Section 5.4 hereof, or until
the shares of Stock are forfeited pursuant to paragraph (c) of this
Section 5.3. Notwithstanding the foregoing, the Awardee may request
that, prior to the lapse of the restrictions or forfeiture of the
shares, certificates evidencing such shares be issued in his name and
delivered to him, and each such certificate shall bear the following
legend:
"The shares of Fluor Corporation common stock evidenced by this
certificate are subject to acquisition by Fluor Corporation, and
such shares may not be sold or otherwise transferred except
pursuant to the provisions of the Restricted Stock Agreement by
and between Fluor Corporation and the registered owner of such
shares."
(b) No such shares may be sold, transferred or otherwise alienated or
hypothecated so long as such shares are subject to the restriction
provided for in this Section 5.3.
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(c) All of the Awardee's Restricted Stock remaining subject to any
restriction hereunder shall be forfeited to, and be acquired at no
cost by, the Company in the event that the Committee determines that
any of the following circumstances has occurred:
(i) the Awardee has engaged in knowing and willful misconduct in
connection with his or her service as a member of the Board;
(ii) the Awardee, without the consent of the Committee, at any
time during his or her period of service as a member of the
Board, becomes a principal of, serves as a director of, or
owns a material interest in, any business that directly or
through a controlled subsidiary competes with the Company or
any Subsidiary; or
(iii) the Awardee does not stand for reelection to, or voluntarily
quits or resigns from, the Board for any reason, except
under circumstances that would cause such restrictions to
lapse under Section 5.4.
5.4 Lapse of Restrictions
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(a) Unless provided otherwise by the Committee, the restrictions imposed
under Section 5.3 above upon a one-time Restricted Stock Award shall
lapse to the extent of 20% of the number of shares subject to such
Award on such date as shall be designated by the Committee and
thereafter, the restrictions on the remaining shares subject to such
Award will lapse in four equal increments on the succeeding
anniversary dates following the date of lapsing of restrictions on the
first 20% of the shares.
(b) Unless provided otherwise by the Committee, the restrictions imposed
under Section 5.3 above upon an annual Restricted Stock Award shall
lapse once such Restricted Stock is held by the Awardee for at least
six months, the Awardee completes six years of service on the Board of
the Company and any of the following occurs:
(i) the Awardee attains the Age for Board Retirement or
obtains Board approval of early retirement in accordance
with Section 5.5;
(ii) the Awardee dies or becomes permanently and totally
disabled; or
(iii) any Change of Control occurs.
(c) Notwithstanding the foregoing, the Committee may provide that the
restrictions imposed under Section 5.3 will lapse over or upon
satisfaction of a fewer number of years of service on the Board of the
Company, except that the Committee may not provide for full lapsing of
all such restrictions for less than three (3) years service on the
Board of the Company, other than upon the Awardee's retirement, death
or disability, or upon a Change of Control.
5.5 Early Retirement
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An Awardee who leaves the Board prior to the Age for Board Retirement may, upon
application to and in the sole discretion of the Committee, be granted early
retirement status.
5.6 Rights as Stockholder
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Subject to the provisions of Section 5.3 hereof, upon the issuance to the
Awardee of Restricted Stock hereunder, the Awardee shall have all the rights of
a stockholder with respect to such Stock, including the right to vote the shares
and receive all dividends and other distributions paid or made with respect
thereto.
5.7 Stock Certificates
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The Company shall not be required to issue or deliver any certificate for shares
of Stock received as Restricted Stock pursuant to a Restricted Stock Agreement
executed hereunder, prior to fulfillment of all of the following conditions:
(a) the admission of such shares to listing on all stock exchanges on
which the Stock is then listed;
(b) the completion of any registration or other qualification of such
shares under any federal or state law or under the rulings or
regulations of the Securities and Exchange Commission or any other
governmental regulatory body, which the Committee shall in its sole
discretion deem necessary or advisable;
(c) the obtaining of any approval or other clearance from any federal or
state governmental agency which the Committee shall in its sole
discretion determine to be necessary or advisable; and
(d) the lapse of such reasonable period of time following the execution of
the Restricted Stock Agreement as the Committee from time to time may
establish for reasons of administrative convenience.
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ARTICLE VI. RESTRICTED UNIT AWARDS
6.1 Restricted Unit Award Grant and Agreement
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The Committee may in its discretion provide that Restricted Units be awarded in
conjunction with Restricted Stock Awards. Each Restricted Unit Award granted
hereunder shall be evidenced by minutes of a meeting or the written consent of
the Committee and by a written Restricted Unit Agreement dated as of the date of
grant and executed by the Company and the Awardee, which Agreement shall set
forth such terms and conditions as may be determined by the Committee consistent
with the Plan.
6.2 Award Terms and Conditions
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Each Restricted Unit Award shall have a value equal to the value of a
corresponding number of shares of Stock on the date that such Award, or portion
thereof, becomes earned and payable. Each Restricted Unit Award shall become
earned and payable on the dates upon which a portion of the restrictions lapse
on any associated Restricted Stock Award, or upon such other terms and
conditions as may be determined by the Committee. The proceeds of each
Restricted Unit Award shall be applied in payment of applicable federal and
state withholding taxes arising from the lapse of restrictions on the related
Restricted Stock and from such award (or portion thereof) becoming earned and
payable, with the balance, if any, to be remitted to the Awardee.
6.3 Effect of Forfeiture of Restricted Stock Award
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Unless provided otherwise by the Committee, upon all or any part of a Restricted
Stock Award being forfeited pursuant to Section 5.3(c), any associated
Restricted Unit Award shall be forfeited and cancelled, without any payment to
the Awardee, to the same extent as such Restricted Stock Award.
ARTICLE VII. TERMINATION, AMENDMENT AND MODIFICATION OF PLAN
7.1 Termination, Amendment and Modification of Plan
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The Committee may at any time terminate, and may at any time and from time to
time and in any respect amend or modify, the Plan provided that, if under
applicable laws or the rules of any securities exchange upon which the Company's
common stock is listed, the consent of the Company's stockholders is required
for such amendment or modification, such amendment or modification shall not be
effective until the Company obtains such consent, and provided, further, that no
termination, amendment or modification of the Plan shall in any manner affect
any Award theretofore granted pursuant to the Plan without the consent of the
Awardee.
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ARTICLE VIII. MISCELLANEOUS
8.1 Adjustment Provisions
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(a) Subject to Section 8.1(b) below, if the outstanding shares of Stock of
the Company are increased, decreased, or exchanged for a different
number or kind of shares or other securities, or if additional shares
or new or different shares or other securities are distributed with
respect to such shares of Stock or other securities, through merger,
consolidation, sale of all or substantially all of the assets of the
Company, reorganization, recapitalization, reclassification, stock
dividend, stock split, reverse stock split or other distribution with
respect to such shares of Stock or other securities, an appropriate
and proportionate adjustment may be made in (i) the maximum number and
kind of shares provided in Sections 2.4 and 5.1, and (ii) the number
and kind of shares or other securities subject to the outstanding
Awards.
(b) Adjustments under Section 8.1(a) will be made by the Committee, whose
determination as to what adjustments will be made and the extent
thereof will be final, binding, and conclusive. No fractional
interests will be issued under the Plan resulting from any such
adjustments.
8.2 Continuation of Board Service
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Nothing in the Plan or in any instrument executed pursuant to the Plan will
confer upon any Eligible Director any right to continue to serve on the Board.
8.3 Compliance with Government Regulations
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No shares of Stock will be issued hereunder unless and until all applicable
requirements imposed by federal and state securities and other laws, rules, and
regulations and by any regulatory agencies having jurisdiction and by any stock
exchanges upon which the Stock may be listed have been fully met. As a
condition precedent to the issuance of shares of Stock pursuant hereto, the
Company may require the Eligible Director to take any reasonable action to
comply with such requirements.
8.4 Privileges of Stock Ownership
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No director and no beneficiary or other person claiming under or through such
person will have any right, title, or interest in or to any shares of Stock
allocated or reserved under the Plan or subject to any Award except as to such
shares of Stock, if any, that have been issued to such director.
8.5 Withholding
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The Company may make such provisions as it deems appropriate to withhold any
taxes the Company determines it is required to withhold in connection with any
Award. The Company may require the Eligible Director to satisfy any relevant
tax requirements before authorizing any
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issuance of Stock to the director. Such settlement may be made in cash or Stock,
at the discretion of the Committee.
8.6 Non-Transferability
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For so long as it is subject to any restrictions pursuant to this Plan, an Award
may be owned during the life of the director solely by the director or the
director's duly appointed guardian or personal representative. No Award and no
other right under the Plan, contingent or otherwise, will be assignable or
subject to any encumbrance, pledge, or charge of any nature.
8.7 Other Compensation Plans
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The adoption of the Plan shall not affect any other 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 or directors of the Company or any Subsidiary.
8.8 Plan Binding on Successors
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The Plan shall be binding upon the successors and assigns of the Company.
8.9 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.
8.10 Headings, etc., Not Part of Plan
--------------------------------
Headings of Articles and Sections hereof are inserted for convenience and
reference; they constitute no part of the Plan.
8.11 Governing Law
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This Plan and any Awards hereunder shall be governed by and interpreted and
construed in accordance with the laws of the State of Delaware and applicable
federal law. Any reference in this Plan or in the agreement evidencing any
Award to a provision of law or to a rule or regulation shall be deemed to
include any successor law, rule or regulation of similar effect or
applicability.
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