<PAGE>
EXHIBIT 10.13
FLUOR CORPORATION
Amended and Restated Fluor Executives' Supplemental Benefit Plan
Plan Document
================================================================================
AMENDED AND RESTATED
FLUOR EXECUTIVES' SUPPLEMENTAL BENEFIT PLAN
The purpose of this Fluor Executives' Supplemental Benefit Plan, amended
and restated effective as of May 1, 1999, is to provide specified benefits
to a select group of management and highly paid executives of Fluor
Corporation, a Delaware corporation, and its subsidiaries, if any, that
sponsor the Plan (collectively with the Trust (as defined below), the
"Company"), in accordance with the following terms and conditions:
1. Definitions. For purposes of this Plan, unless otherwise clearly
apparent from the context, the following phrases or terms (and their
related meanings) shall have the following indicated meanings:
(a) "Administrative Committee" shall mean the Administrative
Committee appointed pursuant to Section 9 below.
(b) "Administrator" shall have the meaning set forth in Section 9
below.
(c) "Adverse Change in Employment Condition" shall mean, with respect
to an Executive, any of the following:
(i) The Executive experiences a Termination of Employment for
any reason other than a voluntary resignation.
(ii) The Executive experiences any material change of his or
her duties with a material reduction in his or her
responsibilities or compensation.
(iii) The Executive experiences any mandatory change in the
geographic location of his or her principal place of
business with a reduction in his or her compensation.
(iv) The Executive experiences any obvious bad faith by the
Company in dealing with his or her employment conditions.
(d) "Approved Early Retirement" shall mean, with respect to an
Executive, severance from employment with the Company for reasons
other than death prior to Normal Retirement that the board of
directors of the Company or, upon and after a Change in Control
Event, the Administrator has determined pursuant to this Plan is
an Approved Early Retirement.
(e) "Beneficiary" shall mean the person or persons designated as such
in accordance with Section 7.
(f) "Beneficiary Designation Form" shall mean the form established
from time to time by the Committee that an Executive completes,
signs and returns to the Committee to designate one or more
Beneficiaries.
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FLUOR CORPORATION
Amended and Restated Fluor Executives' Supplemental Benefit Plan
Plan Document
================================================================================
(g) "Benefit" shall mean, with respect to an Executive, the
Executive's Pre-Retirement Death Benefit, Retirement Benefit,
Disability Benefit, Joint and Survivor Insurance Coverage Benefit
or Change in Control Benefit, as determined in accordance with
Section 6.
(h) A "Change in Control Event" shall occur if:
(i) any shareholder or "group" as defined in Section 13(d)(3)
of the Securities Exchange Act of 1934, directly or
indirectly acquires 25% or more of the voting power of the
then outstanding securities of the Company that are
entitled to vote generally for the election on the
Company's directors as appropriate (the "Voting
Securities"); or
(ii) as the direct or indirect result of, or in connection with,
a reorganization, merger, cash tender, share exchange or
consolidation (a "Business Combination"), a contested
election of directors, or any combination of these
transactions, the persons who were directors of the Company
cease to constitute a majority of the Company's board of
directors, or any successor's board of directors.
(i) "Company" shall mean Fluor Corporation, a Delaware corporation,
and its subsidiaries, if any, which sponsor the Plan.
Notwithstanding the foregoing, if the context so requires,
"Company" shall also mean the Trust.
(j) "Death Benefit" shall mean, with respect to an Executive, the
Executive's Pre-Retirement Death Benefit or Post-Retirement Death
Benefit, as the case may be.
(k) "Disability" or "Disabled" shall mean, with respect to an
Executive, the period of time during which the Executive
qualifies for permanent disability benefits under the Company's
long-term disability plan or, if the Executive does not
participate in such a plan, a period of disability during which
the Executive would have qualified for permanent disability
benefits under such a plan had the Executive been a participant,
as determined in the sole discretion of the Administrator. If the
Company does not sponsor such a plan, or discontinues to sponsor
such a plan, Disability shall be determined by the Administrator
in its sole discretion.
(l) "Employment" shall mean full-time or substantially full-time
employment by the Company or any Subsidiary of the Company,
including any approved leave of absence.
(m) "Endorsement" shall mean, with respect to an Executive, the
endorsement, in favor of the Executive and contained in the
Policy, in the amounts set forth in Schedule A-1 and A-2 of
Section 2 of the Executive's Plan Agreement, and in a form
acceptable to the Insurer, entitling the Executive to designate a
Beneficiary to receive the Executive's Pre-Retirement Death
Benefit, if any, from the Policy. Notwithstanding any other
provision of this Plan that may be construed to the contrary, the
Endorsement shall be null and void and of no further effect upon
and after the Endorsement Termination Date.
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FLUOR CORPORATION
Amended and Restated Fluor Executives' Supplemental Benefit Plan
Plan Document
================================================================================
(n) "Endorsement Termination Date" shall mean the date on which
occurs the first of the following events:
(i) The Executive Retires.
(ii) The Executive experiences a Termination of Employment.
(iii) The second anniversary of the date the Executive
experiences a Disability;
(iv) The Executive experiences an Adverse Change in Employment
Condition upon or after a Change in Control Event.
(v) The Plan is terminated by the Executive or the Company in
accordance with Section 12.
(vi) The Executive elects to receive the Joint and Survivor
Insurance Coverage Benefit in accordance with Section
6(d).
(o) "Executive" shall mean an employee of the Company, or any
Subsidiary of the Company, who is selected by the Administrator
to participate in this Plan, and who enters into a Plan Agreement
and completes a Beneficiary Designation Form accepted by the
Administrator.
(p) "Fluor Joint and Survivor Split Dollar Insurance Plan" shall mean
that certain Fluor Corporation Joint and Survivor Split Dollar
Life Insurance Plan.
(q) "Form of Retirement Benefit" shall mean, with respect to an
Executive, the Post-Retirement Death Benefit, the Lump Sum
Benefit or the Salary Continuation Benefit as set forth in
Section 6(c).
(r) "Insurer" shall mean, as to each Executive, the insurer(s)
specified in his or her Plan Agreement.
(s) "Lump Sum Benefit", with respect to an Executive at a particular
age, shall have the following meanings:
(i) For (a) a Normal Retirement, or (b) an Approved Early
Retirement or Change in Control Benefit at age fifty-five
(55) or older, the Executive's Lump Sum Benefit shall be
the amount set forth as such in Schedule B of Section 2 of
the Executive's Plan Agreement.
(ii) For an Approved Early Retirement or Change in Control
Benefit at age fifty-four (54) or younger, the Executive's
Lump Sum Benefit shall be equal to the Lump Sum Benefit
set forth as such in Schedule B of Section 2 of the
Executive's Plan Agreement for an Approved Early
Retirement at age fifty-five (55), discounted at a rate
equal to 7.5% per annum, compounded, for each year that
the Executive is younger than age fifty-five (55),
including any partial year.
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FLUOR CORPORATION
Amended and Restated Fluor Executives' Supplemental Benefit Plan
Plan Document
================================================================================
(t) "Normal Retirement" shall mean, with respect to an Executive,
severance from employment with the Company on or after the date
upon which he or she attains age sixty-five (65) for any reason,
other than leave of absence, death or Disability.
(u) "Plan" shall mean the Amended and Restated Fluor Executives'
Supplemental Benefit Plan, which shall be evidenced by this
instrument and by each Plan Agreement, as they may be amended
from time to time.
(v) "Plan Agreement" shall mean, with respect to an Executive, a
written agreement, as may be amended from time to time, which is
entered into by and between the Company and an Executive. Each
Plan Agreement shall provide for the entire benefit to which such
Executive is entitled under the Plan; should there be more than
one Plan Agreement, the Plan Agreement bearing the latest date of
execution by the Company shall supersede all previous Plan
Agreements in their entirety and shall govern such entitlement.
The terms of any Plan Agreement may be different for any
Executive, and any Plan Agreement may provide additional benefits
not set forth in the Plan or limit the benefits otherwise
provided under the Plan; provided, however, that any such
additional benefits or benefit limitations must be agreed to by
both the Company and the Executive.
(w) "Policy" shall mean that policy of life insurance as described in
Section 2 below.
(x) "Post-Retirement Death Benefit" shall mean, with respect to an
Executive, the death proceeds payable by the Company (rather than
under the Policy by the Insurer) to the Executive's Beneficiary,
in the amounts set forth in Schedule B of Section 2 of the
Executive's Plan Agreement. Neither the Company nor the Executive
shall be responsible in any way for the tax status of the Post-
Retirement Death Benefit.
(y) "Premium" shall mean, as to any particular time, the premium as
determined under the terms of the Policy.
(z) "Pre-Retirement Death Benefit" shall mean, with respect to an
Executive, the death proceeds payable under the Policy by the
Insurer to the Executive's Beneficiary, in the amounts set forth
in the Endorsement. Neither the Company nor the Executive shall
be responsible in any way for the tax status of the Pre-
Retirement Death Benefit.
(aa) "Retirement", "Retires", or "Retired" shall mean, with respect to
an Executive, severance from employment with the Company on
account of his or her Normal Retirement or Approved Early
Retirement, as the case may be.
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FLUOR CORPORATION
Amended and Restated Fluor Executives' Supplemental Benefit Plan
Plan Document
================================================================================
(bb) "Salary Continuation Benefit", with respect to an Executive at a
particular age, shall have the following meanings:
(i) For (a) a Normal Retirement or (b) an actual Approved Early
Retirement at age fifty-five (55) or older, the Executive's
Salary Continuation Benefit shall be the amount set forth
as such in Schedule B of Section 2 of such Executive's Plan
Agreement.
(ii) For an actual Approved Early Retirement at age fifty-four
(54) or younger, an Executive's Salary Continuation shall
be equal to the Salary Continuation Benefit set forth as
such in Schedule B of Section 2 of such Executive's Plan
Agreement for an Approved Early Retirement at age fifty-
five (55), discounted at a rate equal to 7.5% per annum,
compounded, for each year that the Executive is younger
than age fifty-five (55), including any partial year.
(cc) "Subsidiary" shall mean any corporation, partnership, limited
liability company, venture or other entity in which the Company
has at least a 50% equity ownership interest.
(dd) "Termination of Employment" shall mean, with respect to an
Executive, the severing of employment with the Company,
voluntarily or involuntarily, for any reason other than
Retirement, Disability, death or an authorized leave of absence.
(ee) "Trust" shall mean the trust established pursuant to that certain
Master Trust Agreement, dated as of _______, 19__, between the
Company and the trustee named therein, as amended from time to
time.
(ff) "Year" shall mean a period of twelve (12) consecutive calendar
months.
2. Acquisition of Policy; Ownership of Insurance; Enrollment
Requirements.
(a) Acquisition of Policy; Ownership of Insurance. The parties to
this Plan shall cooperate in applying for and obtaining the
Policy. The Policy shall be issued to the Company as its sole and
exclusive owner, subject to the Endorsement in favor of the
Executive.
(b) Enrollment Requirements. As a condition of participation, each
selected Executive must complete, execute and return a Plan
Agreement and a Beneficiary Designation Form to the
Administrator. In addition, the Administrator (or the
Administrator, upon and after a Change in Control Event) shall
establish from time to time such other enrollment requirements as
it determines, in its sole discretion, are necessary.
(c) Executive's and Beneficiary's Tax Liability. The Executive
acknowledges that, prior to the Endorsement Termination Date,
under current law, he or she shall have taxable income equal to
the value of the "economic benefit" derived by the Executive from
the Policy's insurance protection, as determined for Federal
income tax purposes under Revenue Rulings 64-238 and 66-110. The
Executive further acknowledges that, under current law, he or she
and/or his or her Beneficiary shall have taxable income equal to
the economic value of any Benefits to which he or she or his or
her Beneficiary become entitled to receive under the Plan after
the Endorsement Termination Date.
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FLUOR CORPORATION
Amended and Restated Fluor Executives' Supplemental Benefit Plan
Plan Document
================================================================================
3. Premium Payments. Prior to the Endorsement Termination Date, the
Company shall pay to the Insurer each Premium on or before the date
that it is due. In the event that the Company fails to pay a Premium,
or a portion thereof, the Executive may pay, but is not required to
pay, such Premium or portion thereof, and the Company shall
immediately reimburse the Executive for any amount so paid. Upon and
after the Endorsement Termination Date, the Company shall be entitled
to exercise all of the rights of the owner under the Policy, including
the right in its sole and absolute discretion to pay or not to pay
additional Premiums when due in order to keep the Policy in force for
the sole benefit of the Company. Therefore, upon and after the
Endorsement Termination Date, the Executive shall have no right to be
reimbursed by the Company for any subsequent payment of Premiums by
the Executive to the Insurer.
4. Rights and Interests in the Policy.
(a) Rights of Company. Except for those rights granted to the
Executive in the Endorsement pursuant to Section 4(b) below, the
Company shall have all of the rights of the owner under the
Policy and shall be entitled to exercise all of such rights,
options and privileges without the consent of the Executive;
provided, however, the Company agrees not to exercise any right
to surrender the Policy before the Endorsement Termination Date.
(b) Endorsement and Endorsement Termination Date. The Endorsement to
the Policy, as specified in Schedules A-1 and A-2 of Section 2 of
the Plan Agreement, shall be in full force and effect prior to
the Endorsement Termination Date. The Endorsement while in effect
shall grant to the Executive the right to designate a Beneficiary
under the Policy to receive the Executive's Pre-Retirement Death
Benefit, and to change such designation at any time. Upon and
after the Endorsement Termination Date: the Endorsement shall be
immediately null, void and of no further effect; the interest of
the Executive in the Policy shall irrevocably terminate; no
further benefits shall be due the Executive or his or her
Beneficiary under the Policy; and the Executive shall have no
further right to designate a Beneficiary under the Policy.
(c) Conflict. As between the parties hereto, in the event of conflict
between the terms of the Endorsement and this Plan, the terms of
this Plan shall prevail. The Insurer shall be bound, however,
only by the terms of the Policy and any Endorsement thereto, and
shall not be required to pay any amounts to any person in excess
of its obligations under the terms of the Policy.
(d) Collection of Policy Proceeds and Source of Payment of Death
Benefit.
(i) If the Executive dies while employed by the Company, and a
Pre-Retirement Death Benefit is due under Section 6(f), the
following steps shall occur promptly following the
Executive's death: (A) the Company and the Executive's
Beneficiary shall take all steps necessary to collect the
gross proceeds under the Policy; (B) the Insurer shall pay
the Executive's Pre-Retirement Death Benefit to his or her
Beneficiary as specified in Schedule C of the Plan
Agreement; and (C) the Insurer shall pay to the Company the
amount, if any, by which the gross proceeds under the Policy
exceed the Pre-Retirement Death Benefit.
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FLUOR CORPORATION
Amended and Restated Fluor Executives' Supplemental Benefit Plan
Plan Document
================================================================================
(ii) If the Executive dies after Retirement, and a Post-
Retirement Death Benefit is due under Section 6(c)(i), the
following steps shall occur promptly following the
Executive's death: (A) the Company and the Executive's
Beneficiary shall take all steps necessary to collect the
gross proceeds, if any, under the Policy; (B) the Insurer
shall pay the gross proceeds, if any, under the Policy to
the Company; and (C) the Company shall pay the Executive's
Post-Retirement Death Benefit to the Executive's
Beneficiary.
(iii) If the Executive dies, and no Death Benefit is due under
Section 6(f) or Section 6(c)(i), the following steps shall
occur promptly following the Executive's death: (A) the
Company and the Executive's Beneficiary shall take all
steps necessary to collect the gross proceeds, if any,
under the Policy; (B) the Insurer shall pay the gross
proceeds, if any, under the Policy to the Company; and (C)
neither the Insurer or the Company shall pay any death
benefit to the Executive's Beneficiary.
5. Insurer. The Insurer is not a party to this Plan, shall in no way be
bound by or charged with notice of its terms, and is expressly
authorized to act only in accordance with the terms of the Policy. The
Insurer shall be fully discharged from any and all liability under the
Policy upon payment or other performance of its obligations in
accordance with the terms of the Policy.
6. Benefits.
(a) One Benefit. Notwithstanding any other provision of this Plan
that may be construed to the contrary, in no event shall an
Executive or his or her Beneficiary or both receive more than one
Benefit under this Plan.
(b) Retirement Benefit Elections. Subject to the Executive's
continuous employment from the effective date of his or her Plan
Agreement until his or her Retirement, the Executive shall have
the right to elect one Form of Retirement Benefit set forth in
Section 6(c) below; provided, however, that notwithstanding any
other provision of this Plan that may be construed to the
contrary, in no event shall an Executive or his or her
Beneficiary or both receive more than one Form of Retirement
Benefit under this Plan. The Executive's elections shall be
governed by the provisions set forth in this Section 6(b).
(i) Elections In General; Default Election. An Executive, in
connection with his or her commencement of participation in
the Plan, shall do one of the following: (a) the Executive
shall elect on his or her Plan Agreement to receive one (1)
Form of Retirement Benefit set forth in Section 6(c) in the
event of his or her Retirement; or (b) the Executive may
decline to make an election under clause (a) until the last
day of the Year preceding the Year in which Retirement
occurs. A Form of Retirement Benefit selected in the event
of Normal Retirement may be the same as or different than
the Form of Retirement Benefit selected in the event of an
Approved Early Retirement. If an Executive does not make
any election with respect to the Form of Retirement
Benefit, or fails to make a timely election after deferring
an election according to the clause (b) above, then the
Executive shall be deemed to have elected the Post-
Retirement Death Benefit as his or her Form of Retirement
Benefit.
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FLUOR CORPORATION
Amended and Restated Fluor Executives' Supplemental Benefit Plan
Plan Document
================================================================================
(ii) Changing Elections; Time before Retirement. An Executive
may change and of his or her Form of Retirement Benefit to
an allowable alternative Form of Retirement Benefit by
submitting a new Plan Agreement to the Administrator,
provided that any such Plan Agreement is submitted at least
one (1) Year prior to the date of the Executive's
Retirement. Subject to the preceding sentence and Section
6(b)(iii) below, the Plan Agreement most recently accepted
by the Administrator shall determine which Form of
Retirement Benefit under Section 6(c) shall be received by
the Executive.
(iii) Special Rule for Approved Early Retirement. If the
Executive experiences an Approved Early Retirement, the
Administrator may, in its sole discretion, choose to
override any election the Executive has made to the
contrary and provide the Executive the Post-Retirement
Death Benefit as his or her Form of Retirement Benefit.
(c) Form of Retirement Benefit. The Form of Retirement Benefit and
its payment shall be as follows:
(i) Post-Retirement Death Benefit. If the Executive elects to
receive the Post-Retirement Death Benefit as the Form of
Retirement Benefit, the Executive shall receive continued
coverage under the Plan (but not the Policy) after his or
her Retirement. The Executive's Post-Retirement Death
Benefit shall be paid to his or her Beneficiary upon the
Executive's death in a lump sum in accordance with Section
4(d). The lump sum payment shall be made no later than six
(6) months after the date the Administrator is provided
with proof that is satisfactory to the Administrator of the
Executive's death. The Executive acknowledges that his or
her Beneficiary will be considered to have taxable
compensation income that is equal in amount to the Death
Benefit. The Executive's Plan Agreement shall terminate
when the Post-Retirement Death Benefit is paid to the
Executive's Beneficiary.
(ii) Lump Sum Benefit. If the Executive elects to receive the
Lump Sum Benefit as the Form of Retirement Benefit, the
Executive's Lump Sum Benefit shall be paid to the Executive
no later than six (6) months after the date of the
Executive's Retirement. The Executive acknowledges that,
under current tax law, he or she will be considered to have
taxable compensation income on such payment date in an
amount equal to the Lump Sum Benefit. The Executive's Plan
Agreement shall terminate when the Lump Sum Benefit is paid
to the Executive.
(iii) Salary Continuation Benefit. If the Executive elects to
receive the Salary Continuation Benefit as the Form of
Retirement Benefit, the Executive shall be paid his or her
Salary Continuation Benefit in 120 equal payments over a
period of 120 months, which payments shall commence no
later than six (6) months after
8
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FLUOR CORPORATION
Amended and Restated Fluor Executives' Supplemental Benefit Plan
Plan Document
================================================================================
the date of the Executive's Retirement. Notwithstanding any provision of
this Plan that may be construed to the contrary, if an Executive who elects
the Salary Continuation Benefit provided for by this Section 6(c)(iii) dies
after his or her Retirement but before his or her Salary Continuation
Benefit is paid in full, the Executive's unpaid Salary Continuation Benefit
payments shall continue and shall be paid to the Executive's Beneficiary
over the remaining number of months and in the same amounts as the Salary
Continuation Benefit payments would have been paid to the Executive had the
Executive survived. The Executive acknowledges that he or she and/or his or
her Beneficiary will be considered to have taxable compensation income
attributable to the Salary Continuation Benefit payments under this Section
6(c)(iii). The Executive's Plan Agreement shall terminate when the final
Salary Continuation Benefit payment is made to the Executive or the
Executive's Beneficiary.
(d) Joint and Survivor Insurance Coverage Benefit. Subject to Section 6(a)
above, the Executive may at any time up to the Endorsement Termination
Date, in a form and manner acceptable to the Administrator, elect to
receive the Joint and Survivor Insurance Coverage Benefit in lieu of any
other Benefit under this Plan. If the Executive elects to receive the
Benefit in the form of the Joint and Survivor Insurance Coverage Benefit,
the Executive shall receive joint and survivor insurance coverage under the
Fluor Joint and Survivor Split Dollar Insurance Plan in lieu of any other
Benefit under this Plan, in which event the Endorsement Termination Date
shall occur and the Executive's Plan Agreement shall immediately terminate
pursuant to Section 7(f).
(e) Disability Benefit. In the event that the Administrator determines that the
Executive has experienced a Disability, then, regardless of any election by
the Executive to the contrary and except as otherwise provided in this
Section 6(e), the only Benefit payable with respect to such Executive shall
the Pre-Retirement Death Benefit; provided, however, that such Benefit
shall be payable as a Disability Benefit pursuant to this Section 6(e) only
if the Executive dies on or before the second anniversary of the date he or
she becomes Disabled (the "Second Anniversary Date"). After the Second
Anniversary Date, the obligation of the Company to provide any Benefit
whatsoever with regard to such Executive under this Plan shall terminate,
unless the Administrator determines that the Executive's Disability for
purposes of this Section 6(e) is an Approved Early Retirement. If the
Administrator so determines, the Executive shall be deemed to have
experienced an Approved Early Retirement on the Second Anniversary Date. In
such case, the Administrator may in its sole discretion elect to provide
such an Executive with the Post-Retirement Death Benefit as the Form of
Retirement Benefit, in accordance with Section 6(b)(iii). If applicable,
the Executive shall be deemed for purposes of the calculation of the Lump
Sum Benefit or Salary Continuation Benefit to be Retiring on the Second
Anniversary Date.
(f) Pre-Retirement Death Benefit. If the Executive dies prior to the
Endorsement Termination Date and prior to experiencing a Termination of
Employment, then his or her Pre-Retirement Death Benefit shall be paid
pursuant to Section 4(d). The Pre-Retirement
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FLUOR CORPORATION
Amended and Restated Fluor Executives' Supplemental Benefit Plan
Plan Document
================================================================================
Death Benefit shall be paid to his or her Beneficiary no later than six (6)
months after the date the Administrator is provided with proof, that is
satisfactory to the Insurer and the Administrator, of the Executive's
death.
(g) Change in Control Benefit. If the Executive experiences an Adverse Change
of Employment Condition within thirty six (36) months following a Change in
Control Event, as determined by the Administrator in its sole discretion,
the Executive shall be deemed to have experienced an Approved Early
Retirement as of the date of such Adverse Change of Employment Condition;
provided, however, that, notwithstanding the Executive's election, the Form
of Retirement Benefit for purposes of this Section 6(g) shall be the Lump
Sum Benefit.
7. Beneficiary Designation.
(a) Beneficiary. Each Executive shall have the right, at any time, to
designate his or her Beneficiary(ies) (both primary as well as
contingent) to receive any benefits payable under the Plan to a
beneficiary upon the death of an Executive. The Beneficiary designated
under this Plan may be the same as or different from the Beneficiary
designation under any other plan of the Company in which the Executive
participates.
(b) Beneficiary Designation; Change; Spousal Consent. An Executive shall
designate his or her Beneficiary by completing and signing the
Beneficiary Designation Form, and returning it to the Administrator or
its designated agent. An Executive shall have the right to change a
Beneficiary by completing, signing and otherwise complying with the
terms of the Beneficiary Designation Form and the Administrator's
rules and procedures, as in effect from time to time. If the Executive
names someone other than his or her spouse as a Beneficiary, a spousal
consent, in the form designated by the Administrator, must be signed
by that Executive's spouse and returned to the Administrator. Upon the
acceptance by the Administrator of a new Beneficiary Designation Form,
all Beneficiary designations previously filed shall be canceled. The
Administrator shall be entitled to rely on the last Beneficiary
Designation Form filed by the Executive and accepted by the
Administrator prior to his or her death.
(c) Acknowledgment. No designation or change in designation of a
Beneficiary shall be effective until received and acknowledged in
writing by the Administrator or its designated agent.
(d) No Beneficiary Designation. If an Executive fails to designate a
Beneficiary as provided in Sections 7(a), 7(b) and 7(c) above, or if
all designated Beneficiaries predecease the Executive or die prior to
complete distribution of the Executive's benefits, then the
Executive's designated Beneficiary shall be deemed to be his or her
surviving spouse. If the Executive has no surviving spouse, the
benefits remaining under the Plan to be paid to a Beneficiary shall be
payable to the executor or personal representative of the Executive's
estate.
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FLUOR CORPORATION
Amended and Restated Fluor Executives' Supplemental Benefit Plan
Plan Document
================================================================================
(e) Doubt as to Beneficiary. If the Administrator has any doubt as to the
proper Beneficiary to receive payments pursuant to this Plan, the
Administrator shall have the right, exercisable in its discretion, to
withhold such payments until this matter is resolved to the
Administrator's satisfaction.
(f) Discharge of Obligations. The payment of benefits under the Plan to a
Beneficiary shall fully and completely discharge the Company from all
further obligations under this Plan with respect to the Executive, and
that Executive's Plan Agreement shall terminate upon such full payment
of benefits.
8. Administration of Plan.
(a) Prior to a Change in Control Event. Prior to a Change in Control
Event, this Plan shall be administered by an Administrative Committee
comprised of three (3) or more persons appointed by the Company's
board of directors. Members of the Administrative Committee may be
Executives under this Plan. The Administrative Committee shall also
have the discretion and authority to (i) make, amend, interpret, and
enforce all appropriate rules and regulations for the administration
of this Plan and (ii) decide or resolve any and all questions
including interpretations of this Plan, as may arise in connection
with the Plan. Any individual serving on the Administrative Committee
who is an Executive shall not vote or act on any matter relating
solely to himself or herself.
(b) Upon and After a Change in Control Event. For purposes of this Plan,
the Company shall be the "Administrator" at all times prior to the
occurrence of a Change in Control Event. Upon and after the occurrence
of a Change in Control Event, the "Administrator" shall be an
independent third party selected by the individual who, immediately
prior to such event, was the Company's Chief Executive Officer or, if
not so identified, the Company's highest ranking officer (the "Ex-
CEO"). The Administrator shall have the discretionary power to
determine all questions arising in connection with the administration
of the Plan and the interpretation of the Plan including, but not
limited to benefit entitlement determinations. When making a
determination or calculation, the Administrator shall be entitled to
rely on information furnished by an Executive or the Company. Upon and
after the occurrence of a Change in Control Event the Company must:
(i) pay all reasonable administrative expenses and fees of the
Administrator; (ii) indemnify the Administrator against any costs,
expenses and liabilities including, without limitation, attorney's
fees and expenses arising in connection with the performance of the
Administrator hereunder, except with respect to matters resulting from
the gross negligence or willful misconduct of the Administrator or its
employees or agents; and (iii) supply full and timely information to
the Administrator or all matters relating to the Plan, the Executives
and their Beneficiaries, the date of circumstances of the Normal
Retirement, Approved Early Retirement, Disability, death or
Termination of Employment of the Executives, and such other pertinent
information as the Administrator may reasonably require. Upon and
after a Change in Control Event, the Administrator may be terminated
(and a replacement appointed) only by the approval of the Ex-CEO. Upon
and after a Change in Control Event, the Administrator may not be
terminated by the Company.
11
<PAGE>
FLUOR CORPORATION
Amended and Restated Fluor Executives' Supplemental Benefit Plan
Plan Document
================================================================================
(c) Binding Effect of Decisions. The decision or action of the
Administrator with respect to any question arising out of or in
connection with the administration, interpretation and application of
the Plan and the rules and regulations promulgated hereunder shall be
final and conclusive and binding upon all persons having any interest
in the Plan.
(d) Indemnity of Administrator. The Company shall indemnify and hold
harmless the members of the Administrator, and any person to whom
duties of the Committee may be delegated, against any and all claims,
losses, damages, expenses or liabilities arising from any action or
failure to act with respect to this Plan, except in the case of
willful misconduct by the Administrator, any of its members, or any
such person.
(e) Information. To enable the Administrator to perform its functions, the
Company shall supply full and timely information to the Administrator
on all matters relating to the compensation of its Executives, the
date and circumstances of the Normal Retirement, Approved Early
Retirement, Disability, death or Termination of Employment of its
Executives, and such other pertinent information as the Administrator
may reasonably require.
9. Plan; Named Fiduciary; Claims Procedure.
(a) Plan. This Plan is part of the Fluor Corporation Amended and Restated
Executive's Supplemental Benefit Plan, and is comprised of the Plan
described in this instrument plus all Plan Agreements that so
reference their association with the Plan.
(b) Fiduciary. The Company is the named fiduciary of the Plan for purposes
of this Plan.
(c) Claims Procedure. The following claims procedure shall be followed in
handling any benefit claim under this Plan and the Plan Agreement:
(i) The Executive, or his or her Beneficiary, if he or she is dead
(the "Claimant"), shall file a claim for benefits by notifying
the Company in writing. If the claim is wholly or partially
denied, the Company shall provide a written notice within ninety
(90) days specifying the reasons for the denial, the provisions
of this Plan on which the denial is based, and additional
material or information, if any, that is necessary for the
Claimant to receive benefits. Such written notice shall also
indicate the steps to be taken by the Claimant if a review of the
denial is desired.
(ii) If a claim is denied, and a review is desired, the Claimant shall
notify the Company in writing within sixty (60) days after
receipt of written notice of a denial of a claim. In requesting a
review, the Claimant may review Plan documents and submit any
written issues and comments the Claimant feels are appropriate.
The Company shall then review the claim and provide a written
decision within sixty (60) days of receipt of a request for a
review. This decision shall state the specific reasons for the
decision and shall include references to specific provisions of
this Plan, if any, upon which the decision is based.
12
<PAGE>
FLUOR CORPORATION
Amended and Restated Fluor Executives' Supplemental Benefit Plan
Plan Document
================================================================================
10. Withholding; Income and Employment Taxes.
(a) Prior to the Endorsement Termination Date, if the Executive has an
economic benefit under this Plan, the Company shall withhold from that
Executive's cash compensation, or the Beneficiary's payment, in a
manner determined by the Company, the Executive's or Beneficiary's
share of all federal, state and local income taxes, FICA and other
employment taxes on such economic benefit.
(b) The Company, or the trustee of the Trust, shall withhold from any
Benefit payments made to an Executive or his or her Beneficiary under
this Plan all federal, state and local income taxes, FICA and other
employment taxes required to be withheld by the Company, or the
trustee of the Trust, in connection with such Benefit payments, in
amounts and in a manner to be determined in the sole discretion of the
Company and the trustee of the Trust.
11. Protective Provisions. The Executive will cooperate with the Company by
furnishing any and all information requested b the Company in order to
facilitate the payments of benefits hereunder, taking such physical
examinations as the Company may deem necessary ad taking such other action
as may be required by the Company. If any Executive commits suicide during
the two-year period commencing upon the date of his or her Plan Agreement,
or if an Executive makes any material misstatements of information or
nondisclosure of medical history, then no benefits shall be payable
hereunder, or, in the sole discretion of the Company's board of directors,
benefits may be payable in a reduced amount.
12. Amendment of Plan; Termination. This Plan shall not be modified or amended
except by a writing signed by the Company and the Executive. Except as
otherwise provided in the next sentence, either party may terminate this
Plan, and Executive's participation in the Plan, at any time, provided that
the obligations of the party terminating the Plan and the Plan with respect
to the Executive are performed in full under the Plan as of the time of the
termination. Notwithstanding the foregoing and any other provision of this
Plan that may be construed to the contrary, upon and after a Change in
Control Event, neither this Plan, nor the Executive's participation in this
Plan, may be terminated by the Company without the express written consent
of the Executive, which consent may be unreasonably withheld.
13. Binding Plan. This Plan shall inure to the benefit of, be binding upon, and
be enforceable by the heirs, administrators, executors, successors and
assigns of each party to this Plan.
14. State Law. This Plan shall be subject to and be construed under the
internal laws of the State of California, without regard to its conflicts
of laws principles.
15. Validity. In case any provision of this Plan shall be illegal or invalid
for any reason, said illegality or invalidity shall not affect the
remaining parts of this Plan, but this Plan shall be construed and enforced
as if such illegal or invalid provision had never been inserted in this
Plan.
16. Not a Contract of Employment. The terms and conditions of this Plan shall
not be deemed to constitute a contract of employment between the Company
and the Executive. Such employment
13
<PAGE>
FLUOR CORPORATION
Amended and Restated Fluor Executives' Supplemental Benefit Plan
Plan Document
================================================================================
is hereby acknowledged to be an "at will" employment relationship that can
be terminated at any time for any reason, with or without cause, unless
expressly provided in a separate written employment Plan. Nothing in this
Plan shall be deemed to give the Executive the right to be retained in the
service of the Company or to interfere with the right of the Company to
discipline or discharge the Executive at any time.
17. Notice. Any notice or filing required or permitted to be given under this
Plan to the Company or to the Insurer shall be sufficient if in writing and
hand-delivered, or sent by registered or certified mail, to the address
below:
If to the Company:
Fluor Corporation
One Enterprise Drive
Aliso Viejo, California 92656
Attn: Senior Manager, Human Resources
If to the Insurer:
Security Life Insurance Company of Denver, Inc.
Security Life Center
1290 Broadway
Denver, Colorado 80203
Sun Life Assurance Company of Canada
Sun Life Executive Park, SC 2145
Wellesley Hills, MA 02181
18. Unsecured General Creditor. Executives and their Beneficiaries, heirs,
successors and assigns shall have no legal or equitable rights, interests
or claims in any property or assets of the Company. For purposes of the
payment of benefits under this Plan, any and all of the Company's assets
shall be, and remain, the general, unpledged unrestricted assets of the
Company. The Company's obligation under the Plan shall be merely that of an
unfunded and unsecured promise to pay money in the future.
19. Discharge of Obligations. The full payment of Benefits due under the Plan
to an Executive or his or her Beneficiary shall fully and completely
discharge the Company from all further obligations under the Plan with
respect to the Executive and his or her Beneficiary, and the Executive's
Plan Agreement shall terminate upon such full payment of Benefits.
20. Legal Fees To Enforce Rights After Change in Control Event. The Company is
aware that upon the occurrence of a Change in Control Event, the board of
directors of the Company (which might then be composed of new members) or a
shareholder of the Company or of any successor corporation might then cause
or attempt to cause the Company or such successor to refuse to comply with
its obligations under the Plan and might cause or attempt to cause the
Company to institute, or may institute, litigation seeking to deny the
Executive the benefits intended under the
14
<PAGE>
FLUOR CORPORATION
Amended and Restated Fluor Executives' Supplemental Benefit Plan
Plan Document
================================================================================
Plan. In these circumstances, the purpose of the Plan could be frustrated.
Accordingly, if, following a Change in Control Event, it should appear to
any Executive or the Administrator that the Company or any successor
corporation has failed to comply with any of its obligations under the Plan
or any agreement thereunder or, if the Company or any other person takes
any action to declare the Plan void or unenforceable or institutes any
litigation or other legal action designed to deny, diminish or to recover
from any Executive the benefits intended to be provided, then the Company
irrevocably authorizes such Executive or the Administrator or both to
retain counsel of his or her or their choice(s) at the expense of the
Company to represent such Executive or the Administrator or both, as the
case may be, in connection with the initiation or defense of any litigation
or other legal action, whether by or against the Company or any director,
officer, shareholder or other person affiliated with the Company, or any
successor thereto in any jurisdiction. The Executive or the Administrator
or both, as the case may be, shall be entitled to receive advances from the
Company on demand in the amount of the attorney's fees and expenses
incurred in accordance with this Section 20.
21. Entire Plan. This Plan constitutes the entire Plan between the parties
hereto with regard to the subject matter of this Plan and supersedes all
previous negotiations, Plans and commitments in respect thereto. No oral
explanation or oral information by either of the parties to this Plan shall
alter the meaning or interpretation of this Plan. This Plan may not be
amended or modified except by a written instrument executed by the Company
and the Executive.
IN WITNESS WHEREOF, the Company has executed this Plan as of the date first
written above.
"Company"
Fluor Corporation, a Delaware corporation
By: /s/ L. N. FISHER
------------------------------------
Its: Senior Vice President Law and Secretary
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