<PAGE>
As filed with the Securities and Registration No._________
Exchange Commission on December 18, 1996
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
SECURITIES ACT OF 1933
______________________
FLUOR CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 95-0740960
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3353 MICHELSON DRIVE
IRVINE, CALIFORNIA 92698
(Address of principal executive office) (Zip Code)
1996 FLUOR EXECUTIVE STOCK PLAN
(Full title of the plan)
LAWRENCE N. FISHER, Senior Vice President, Law
and Secretary
3353 Michelson Drive
Irvine California 92698
(Name and address of agent for service)
(714) 975-6995
(Telephone number, including area code, of agent for service)
________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================
Proposed Proposed
Title of each class Amount Maximum Maximum Amount of
of securities to to be Offering Price Aggregate Registration
be registered registered Per Share* Offering Price Fee
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 8,784,042 $64.375 $565,472,704 $171,356
====================================================================================
</TABLE>
* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457, based on the average of the high and low sales prices on
December 13, 1996.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Information for this Item is included in documents distributed to
participants.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Information for this Item is included in documents distributed to
participants.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by Fluor Corporation
(hereinafter, the "Company" or the "Registrant") with the Commission, as noted
below, are incorporated by reference into this Registration Statement:
(1) The Annual Report of the Company on Form 10-K for the fiscal year
ended October 31, 1995;
(2) The Quarterly Reports of the Company on Form 10-Q for the quarters
ended January 31, 1996, April 30, 1996, and July 31, 1996; and
(3) The description of the Company's Common Stock contained in a
registration statement filed by the Company under Section 12 of the
Securities Exchange Act of 1934, including any amendment or report
filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act, and prior to the filing of a post-effective
amendment to this Registration Statement that indicates that all securities
offered hereby have been sold or that deregisters all such securities remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing such documents. Any statement contained herein or
in any document incorporated or deemed incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such
2
<PAGE>
statement so modified or superseded shall not be deemed to constitute a part of
this Registration Statement, except as so modified.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is a Delaware corporation. Article Nineteen of the Company's
Restated Certificate of Incorporation provides that the officers and directors
of the Company shall be indemnified and held harmless by the Company to the
fullest extent authorized by the Delaware General Corporation Law, as amended
from time to time (the "GCL"). Section 145 of the GCL provides that a Delaware
corporation has the power to indemnify officers and directors in certain
circumstances.
Subsection (a) of Section 145 of the GCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action in the right of the corporation), against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such action, suit
or proceeding provided such director or officer acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, provided
that such director or officer has no reasonable cause to believe his conduct was
unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
director or officer, or former director or officer, who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person acted in any of the capacities set forth
above against expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit;
provided that such director or officer acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation. However, no indemnification may be made in respect of any
obligation, issue or matter as to which such director or officer has been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, the director or officer
3
<PAGE>
is fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.
Section 145 further provides that (i) to the extent that a director or
officer has been successful on the merits or otherwise in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) of Section 145
or in the defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith. Article Nineteen of the Company's Restated
Certificate of Incorporation provides that the indemnification provided for
thereunder shall be a contract right which shall include the right to be paid
expenses incurred in defending any proceeding in advance of its final
disposition subject to any undertakings required under the GCL. Subsection (e)
of Section 145 requires an undertaking to repay any such amount advanced if the
director or officer receiving such amount is ultimately determined not to be
entitled to indemnification.
Article Nineteen limits indemnification of any officer or director with
respect to actions initiated by such person to those actions where such
indemnification is approved by the Company's Board of Directors.
Indemnification provided for by Section 145 and Article Nineteen is not to
be deemed exclusive of any other rights to which the indemnified party may be
entitled. Both Section 145 and Article Nineteen permit the Company to maintain
insurance on behalf of a director or officer against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the Company would have the power to indemnify him
against such liabilities under Section 145.
Article Nineteen provides that any director or officer claiming rights to
indemnification thereunder may bring suit if such indemnification is not paid
within thirty days. Article Nineteen further provides that the Company bears
the burden of proving that the claimant has not met the standards of conduct
required for indemnification under the GCL if the Company elects to defend any
such action.
Article Eighteen of the Company's Restated Certificate of Incorporation
provides that, to the fullest extent permitted under the GCL, a director of the
Company shall not be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
4
<PAGE>
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
<C> <S>
4.1 Restated Certificate of Incorporation of the Company, as in effect as
of March 18, 1987
4.2 Bylaws of the Company, as amended and currently in effect.
4.3 1996 Fluor Executive Stock Plan
5 Opinion of Lawrence N. Fisher as to legality of common stock
registered hereby.
23 Consent of Independent Auditors - Ernst & Young LLP
24 Manually signed Powers of Attorney executed by certain Fluor directors
and officers.
</TABLE>
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during the period in which offers or sales are being made, a
post effective amendment to this Registration Statement (i) to include any
prospectus required by section 10(a)(3) of the Securities Act of 1933, (ii) to
reflect in the prospectus any facts or events arising after the effective date
of this Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement, (iii)to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; provided, however, that clauses (i)
and (ii) do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this Registration
Statement;
(2) That for the purpose of determining liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering;
5
<PAGE>
(4) That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and
(5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of the expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Irvine and State of California on the 17th day of December, 1996.
FLUOR CORPORATION
By: /s/ LAWRENCE N. FISHER
--------------------------------
Lawrence N. Fisher
Senior Vice President - Law and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated. Moreover, the undersigned hereby also
certify that the best of their knowledge and belief the issuer meets all the
requirements for filing on Form S-8.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
<CAPTION>
PRINCIPAL EXECUTIVE OFFICER AND DIRECTOR:
* Director, Chairman of
- ------------------------- the Board and Chief December 17, 1996
L. G. McCraw Executive Officer
<CAPTION>
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
/s/ J. M. CONAWAY Vice President and
- ------------------------- Chief Financial Officer December 17, 1996
J. M. Conaway
OTHER DIRECTORS:
*
- ------------------------- Director December 17, 1996
C. A. Campbell, Jr.
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
*
- ------------------------- Director December 17, 1996
H. K. Coble
*
- ------------------------- Director December 17, 1996
P. J. Fluor
*
- ------------------------- Director December 17, 1996
D. P. Gardner
*
- ------------------------- Director December 17, 1996
W. R. Grant
*
- ------------------------- Director December 17, 1996
B. R. Inman
*
- ------------------------- Director December 17, 1996
R. V. Lindsay
*
- ------------------------- Director December 17, 1996
V. S. Martinez
*
- ------------------------- Director December 17, 1996
B. Mickel
*
- ------------------------- Director December 17, 1996
M. R. Seger
* By: /s/ R. M. BUKATY
-------------------
R. M. Bukaty
Attorney-in-Fact
</TABLE>
8
<PAGE>
EXHIBIT 4.1
RESTATED CERTIFICATE OF INCORPORATION
OF
FLUOR CORPORATION
(Incorporated January 23, 1978)
- --------------------------------------------------------------------------------
FIRST: The name of the Corporation is:
FLUOR CORPORATION
SECOND: The address of the registered office of the Corporation in the
State of Delaware is 229 South State Street in the City of Dover, County of
Kent, and the name of its registered agent at that address is the Prentice-Hall
Corporation System, Inc.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
FOURTH: The Corporation shall be authorized to issue two classes of shares
of stock to be designated, respectively, Preferred Stock and Common Stock; the
total number of shares which the Corporation shall have authority to issue is
170,000,000; the total number of shares of Preferred Stock shall be 20,000,000
and each such share shall have no par value; the total number of shares of
Common Stock shall be 150,000,000 and each such share shall have a par value of
$0.625.
Shares of Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is hereby authorized to fix the voting rights,
designations, powers, preferences and the relative, participating, optional or
other rights, if any, and the qualifications, optional or other rights, if any,
and the qualifications, limitations or restrictions thereof, of any wholly
unissued series of Preferred Stock; and to fix the number of shares constituting
such series, and to increase or decrease the number of shares of any such series
(but not below the number of shares thereof then outstanding).
FIFTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, repeal, alter,
amend and rescind the Bylaws of the Corporation.
<PAGE>
SIXTH: Bylaws shall not be made, repealed, altered, amended or rescinded
by the stockholders of the Corporation except by the vote of the holders of not
less than 80% of the total voting power of all outstanding shares of voting
stock of the Corporation.
SEVENTH: The number of Directors of the Corporation shall by fixed from
time to time by a Bylaw or amendment thereof duly adopted by the Board of
Directors.
EIGHTH: The Board of Directors shall be and is divided into three classes,
Class I, Class II and Class III. The number of directors in each class shall be
the whole number contained in the quotient arrived at by dividing the authorized
number of directors by three, and if a fraction is also contained in such
quotient, then if such fraction is one-third, the extra director shall be
a member of Class I, and if such fraction is two-thirds, one of the extra
directors shall be a member of Class I and the other shall be a member of Class
II. Each director shall serve for a term ending on the date of the third annual
meeting following the annual meeting at which such director was elected;
provided, however, that the directors first elected to Class I shall serve for a
term ending on the date of the annual meeting next following the end of the
calendar year 1978, the directors first elected to Class II shall serve for a
term ending on the date of the second annual meeting next following the end of
the calendar year 1978, and the directors first elected to Class III shall serve
for a term ending on the date of the third annual meeting next following the end
of the calendar year 1978. Notwithstanding the foregoing formula provisions, in
the event that, as a result of any change in the authorized number of directors,
the number of directors in any class would differ from the number allocated to
that class under the formula provided in this Article immediately prior to such
change, the following rules shall govern:
(a) each director then serving as such shall nevertheless continue as a
director of the class of which he is a member until the expiration of his
current term, or his prior death, resignation or removal;
(b) at each subsequent election of directors, even if the number of
directors in the class whose term of office then expires is less than the number
then allocated to that class under said formula, the number of directors then
elected for membership in that class shall not be greater than the number of
directors in that class whose term of office then expires, unless and to the
extent that the aggregate number of directors then elected plus the number of
directors in all classes then duly continuing in office does not exceed the then
authorized number of directors of the Corporation;
2
<PAGE>
(c) at each subsequent election of directors, if the number of directors in
the class whose term of office then expires exceeds the number then allocated to
that class under said formula, the Board of Directors shall designate one or
more of the directorships then being elected as directorships of another class
or classes in which the number of directors then serving is less than the number
then allocated to such other class or classes under said formula;
(d) in the event of the death, resignation or removal of any director who is
a member of a class in which the number of directors serving immediately
preceding the creation of such vacancy exceeded the number then allocated to
that class under said formula, the Board of Directors shall designate the
vacancy thus created as a vacancy in another class in which the number of
directors then serving is less than the number then allocated to such other
class under said formula;
(e) in the event of any increase in the authorized number of directors, the
newly created directorships resulting from such increase shall be apportioned
by the Board of Directors to such class or classes as shall, so far as possible,
bring the composition of each of the classes into conformity with the formula
in this Article, as it applies to the number of directors authorized
immediately following such increase; and
(f) designations of directorships or vacancies into other classes and
apportionments of newly created directorships to classes by the Board of
Directors under the foregoing items (c), (d) and (e) shall, so far as
possible, be effected so that the class whose term of office is due to expire
next following such designation or appointment shall contain the full number of
directors then allocated to said class under said formula.
Notwithstanding any of the foregoing provisions of this Article, each
director shall serve until his successor is elected and qualified or until his
death, resignation or removal; or, if the holders of any Preferred Stock or any
one of more series thereof, voting as a class, shall be entitled to elect a
specified number of directors, by reason of dividend arrearages or other
provisions giving them the right to do so, then the division of the Board of
Directors into three classes as provided in this Article shall be suspended
during the period in which the holders of the Preferred Stock or any series
thereof are entitled to elect a specified number of directors by reason of
dividend arrearages or otherwise, and the terms of all directors serving on
the Board at the time the holders of Preferred Stock become entitled to elect a
specified number of directors shall terminate upon the election by the holders
of Preferred Stock of the number of directors they are entitled to elect with
the same effect as upon the expiration of the term for which they were then
serving.
3
<PAGE>
NINTH: During any period when the holders of any Preferred Stock or any
one or more series thereof, voting as a class, shall be entitled to elect a
specified number of directors, by reason of dividend arrearages or other
provisions giving them the right to do so, then and during such time as such
right continues (1) the holders of such Preferred Stock or such series thereof,
voting as a class, shall be entitled to elect such specified number of
directors, pursuant to the provisions of such Preferred Stock or series thereof;
(2) each such director shall serve for such term, and have such voting powers,
as shall be stated in the provisions pertaining to such Preferred Stock or
series thereof; and (3) whenever the holders of any such Preferred Stock or
series thereof are divested of such rights to elect a specified number of
directors, voting as a class, pursuant to the provisions of such Preferred Stock
or series thereof, the terms of office of all persons who are then directors of
the Corporation shall terminate upon the election of their successors by the
holders of the shares entitled to vote thereon. The provision of Article EIGHTH
(dealing with the classified Board) shall be applicable to the election of
successors and directors shall be elected to classes as if they were the
directors first elected to such class.
TENTH: Elections of directors at an annual or special meeting of
stockholders need not be by written ballot unless the Bylaws of the Corporation
shall so provide.
ELEVENTH: No action shall be taken by the stockholders except at an annual
or special meeting of stockholders.
TWELFTH: At all elections of directors of the Corporation, a holder of any
class or series of stock then entitled to vote in such election shall be
entitled to as many votes as shall equal the number of votes which (except for
this Article as to cumulative voting) he would be entitled to cast for the
election of directors with respect to his shares of stock multiplied by the
number of directors to be elected in the election in which his class or series
of stock is entitled to vote, and each stockholder may cast all of such votes
for a single nominee for director or may distribute them among the number to be
voted for, or for any two or more of them as he may see fit.
THIRTEENTH: Special meetings of the stockholders of the Corporation for
any purpose or purposes may be called at any time by the Board of Directors or
by a committee of the Board of Directors which has been duly designated by the
Board of Directors and whose powers and authority, as provided in a resolution
of the Board of Directors or in the Bylaws of the Corporation, include the power
to call such meetings, but such special meetings may not be called by any other
person or persons; provided, however, that if and to the extent that any special
meeting of stockholders may be called by any other person
4
<PAGE>
or persons specified in any provisions of the Restated Certificate of
Incorporation or any amendment thereto or any certificate filed under Section
151(g) of the Delaware General Corporation Law (or its successor statute as in
effect from time to time hereafter), then such special meeting may also be
called by the person or persons, in the manner, at the times and for the
purposes so specified.
FOURTEENTH: The affirmative vote of the holders of not less than 80% of
the total voting power of all outstanding shares of voting stock of the
Corporation shall be required for the approval of any proposal that (1) the
Corporation merge or consolidate with any other corporation or any affiliate of
such other corporation if such other corporation and its affiliates singly or
in the aggregate are directly or indirectly the beneficial owners of more than
5% of the total voting power of all outstanding shares of voting stock of the
Corporation (such other corporation and any affiliate thereof being herein
referred to as a "Related Corporation"), or that (2) the Corporation sell or
exchange all or substantially all of its assets or business to or with such
Related Corporation, or that (3) the Corporation issue or deliver any stock or
other securities of its issue in exchange or payment for any properties or
assets of such Related Corporation or securities issued by such Related
Corporation, or in a merger of any affiliate of the Corporation with or into
such Related Corporation or any of its affiliates, and to effect such
transaction the approval of stockholders of the Corporation is required by law
or by any agreement between the Corporation and any national securities
exchange; provided, however, that the foregoing shall not apply to any such
merger, consolidation, sale or exchange, or issuance or delivery of stock or
other securities which was approved by resolution of the Board of Directors of
the Corporation prior to the acquisition of the beneficial ownership or more
than 5% of the total voting power of all outstanding shares of voting stock of
the Corporation by such Related Corporation and its affiliates, nor shall it
apply to any such transaction soley between the Corporation and another
corporation, 50% or more of the voting stock of which is owned by the
Corporation. For the purposes hereof (1) an "affiliated" is any person
(including a corporation, partnership, trust, estate or individual) who
directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, the person specified; (2)
"control" means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of a person, whether
through the ownership of voting securities, by contract, or otherwise; and (3)
in computing the percentage of outstanding voting stock beneficially owned by
any person, the shares outstanding and the shares owned shall be determined as
of the record date fixed to determine the stockholders entitled to vote or
express consent with respect to such proposal. The stockholder vote, if any,
required for mergers, consolidations, sales or exchanges of assets or issuances
of stock or other
5
<PAGE>
securities not expressly provided for in this Article, shall be such as may be
required by applicable law.
FIFTEENTH: To the maximum extent permissible under Section 262 of the
Delaware General Corporation Law, the stockholders of the Corporation shall be
entitled to the statutory appraisal rights provided therein, notwithstanding any
exception otherwise provided therein, with respect to any business combination
involving the Corporation and any Related Corporation which requires the
affirmative vote of the holders of not less than 80% of the total voting power
of all outstanding shares of voting stock of the Corporation pursuant to the
provisions of Article FOURTEENTH.
SIXTEENTH: The provisions set forth in this Article SIXTEENTH and in
Articles Sixth (dealing with the alteration of Bylaws by stockholders), EIGHTH
(dealing with the classified board), ELEVENTH (dealing with the prohibition
against stockholder action without meetings), TWELFTH (dealing with cumulative
voting), FOURTEENTH (dealing with the 80% vote of stockholders required for
certain mergers) and FIFTEENTH (dealing with appraisal rights of stockholders)
may not be repealed or amended in any respect unless such repeal or amendment is
approved by the affirmative vote of the holders of not less than 80% of the
total voting power of all outstanding shares of voting stock of the Corporation.
SEVENTEENTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Restated Certificate of Incorporation, in
the manner now or hereafter prescribed by statute, and all rights conferred on
stockholders herein are granted subject to this reservation. Notwithstanding the
foregoing, the provisions set forth in Articles SIXTH, EIGHTH, ELEVENTH,
TWELFTH, FOURTEENTH, FIFTEENTH and SIXTEENTH may not be repealed or amended in
any respect unless such repeal or amendment is approved as specified in Article
SIXTEENTH.
EIGHTEENTH: To the fullest extent permitted by the Delaware General
Corporation Law, as the same exists or may hereafter be amended, a director of
the Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.
NINETEENTH: Each person who was or is made a party or is threatened to be
made a party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she, or a person of whom he or she is the legal
representative, is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or other
6
<PAGE>
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment), against all expense
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that, except as provided in
paragraph (a) hereof, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation. The right to indemnification conferred in
this Article shall be a contract right and shall include the right to be paid by
the Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that if the Delaware
General Corporation Law requires, the payment of such expenses incurred by a
director or officer in his or her capacity as a director or officer (and not in
any other capacity in which service was or is rendered by such person while a
director of officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding, shall be made
only upon delivery to the Corporation of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Article or otherwise. The Corporation may, by action of its Board of
Directors, provide indemnification to employees and agents of the Corporation
with the same scope and effect as the foregoing indemnification of directors
and officers.
(a) If a claim under the foregoing paragraph is not paid in full by the
Corporation within thirty days after a written claim has been received by
the Corporation, the claimant may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid
also the expense of prosecuting such claim. It shall be a defense to any
action (other than an action brought to enforce a claim for expenses
incurred in defending any
7
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proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the Corporation) that
the claimant has not met the standards of conduct which make it permissible
under the Delaware General Corporation Law for the Corporation to indemnify
the claimant for the amount claimed, but the burden of proving such defense
shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of
such action that indemnification of the claimant is proper in the
circumstances because he or she has met the applicable standard of conduct
set forth in the Delaware General Corporation law, nor an actual
determination by the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) that the claimant has not
met such applicable standard of conduct, shall be a defense to the action
or create a presumption that the claimant has not met the applicable
standard of conduct.
(b) The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in
this Article shall not be exclusive of any other right which any person may
have or hereafter acquire under any statute, provision of the Restated
Certificate of Incorporation, bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.
(c) The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.
IN WITNESS WHEREOF, this Restated Certificate of Incorporation, which
restates and integrates and does not further amend the provisions of the
Corporation's Restated Certificate of Incorporation, as heretofore amended,
there being no discrepancies between those provisions and the provisions of this
Restated Certificate of Incorporation, and having been duly adopted by the Board
of Directors of the Corporation in accordance with the provisions of Section
245(b) of the General
8
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Corporation Law of the State of Delaware, has been executed on the 10th day of
March, 1987.
FLUOR CORPORATION
By:/s/ P.J. TRIMBLE
---------------------
P.J. Trimble
Senior Vice President
ATTEST:
By:/s/ L.N. FISHER
--------------------------------
L.N. Fisher, Assistant Secretary
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EXHIBIT 4.2
RESTATED BYLAWS
(as amended September 9, 1996)
OF
FLUOR CORPORATION
(a Delaware corporation)
ARTICLE I
OFFICES
Section 1.01 Registered Office. The registered office of FLUOR
-----------------
CORPORATION (hereinafter called the "Corporation") in the State of Delaware
shall be at 32 Loockerman Square, Suite L-100, City of Dover, County of Kent,
and the name of the registered agent at that address shall be The Prentice-Hall
Corporation System, Inc.
Section 1.02 Principal Office. The principal office for the transaction
----------------
of the business of the Corporation shall be at 3353 Michelson Drive, Irvine,
California 92698. The Board of Directors (hereinafter called the "Board") is
hereby granted full power and authority to change said principal office from one
location to another.
Section 1.03 Other Offices. The Corporation may also have an office or
-------------
offices at such other place or places, either within or without the State of
Delaware, as the Board may from time to time determine or as the business of the
Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 2.01 Annual Meetings. Annual meetings of the stockholders of
---------------
the Corporation for the purpose of electing directors and for the transaction of
such other proper business as may come before such meetings may be held at such
time, date and place as the Board shall determine by resolution.
Section 2.02 Special Meetings. Special meetings of the stockholders of
----------------
the Corporation for any purpose or purposes may be called at any time by the
Board, or by a committee of the Board which has been duly designated by the
Board and whose powers and authority, as provided in a resolution of the Board
or in the Bylaws, include the power to call such meeting, but such special
meetings may not be called by any other person or persons; provided, however,
that if and to the extent that any special meetings of stockholders may be
called by any other person or persons specified in any provisions of the
Certificate of Incorporation or any amendment thereto or any certificate filed
under Section 151(g) of the Delaware General Corporation Law (or its successor
statute as in effect from time to time
<PAGE>
hereafter), then such special meeting may also be called by the person or
persons, in the manner, at the times and for the purposes so specified.
Section 2.03 Place of Meetings. All meetings of the stockholders shall
-----------------
be held at such places, within or without the State of Delaware, as may from
time to time be designated by the person or persons calling the respective
meeting and specified in the respective notices or waivers of notice thereof.
Section 2.04 Notice of Stockholder Business. At an annual meeting of
------------------------------
the stockholders, only such business shall be conducted as shall have been
properly brought before the meeting (a) by or at the direction of the Board of
Directors or (b) by any stockholder of the Corporation who complies with the
notice procedures set forth in this Section 2.04. For business to be properly
brought before an annual meeting by a stockholder , the stockholder must have
given timely notice thereof in writing to the Secretary of the Corporation. To
be timely, a stockholder's notice must be delivered to or mailed and received at
the principal office of the Corporation, not less than 30 days nor more than 60
days prior to the meeting; provided, however, that in the event that less than
40 days' notice or prior public disclosure of the date of the meeting is given
or made to stockholders, notice by the stockholder to be timely must be received
not later than the close of business on the 10th day following the day on which
such notice of the date of the annual meeting was mailed or such public
disclosure was made. A stockholder's notice to the Secretary shall set forth as
to each matter the stockholder proposes to bring before the annual meeting (a) a
brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting, (b)
the name and address, as they appear on the books of the Corporation, of the
stockholder proposing such business, (c) the class and number of shares of the
Corporation which are beneficially owned by the stockholder, and (d) any
material interest of the stockholder in such business. Notwithstanding anything
in the Bylaws to the contrary, no business shall be conducted at an annual
meeting except in accordance with the procedures set forth in this Section 2.04.
The Chairman of an annual meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the meeting
in accordance with the provisions of this Section 2.04, and if he or she should
so determine, he or she shall so declare to the meeting and any such business
not properly brought before the meeting shall not be transacted.
Section 2.05 Notice of Meetings. Except as otherwise required by law,
------------------
notice of each meeting of the stockholders, whether annual or special, shall be
given not less than 10 nor more than 60 days before the date of the meeting to
each stockholder of record entitled to vote at such meeting by delivering a
typewritten or printed notice thereof to him or her personally, or by depositing
such notice in the United States mail, in a postage prepaid envelope, directed
to him or her at his or her post office address furnished by him or her to the
Secretary of the Corporation for such purpose or, if he or she shall not have
furnished to the Secretary his or her address for such purposes, then at his or
her post office address last known to the Secretary, or by transmitting a notice
thereof to him or her at such address by telegraph, cable or wireless. Except
as otherwise expressly required by law, no publication of any notice of a
meeting of the stockholders shall be required. Every notice of a meeting of the
stockholders shall state the place, date and hour of the meeting, and, in the
case of a special meeting, shall also state the
2
<PAGE>
purpose or purposes for which the meeting is called. Notice of any meeting of
stockholders shall not be required to be given to any stockholder who shall have
waived such notice and such notice shall be deemed waived by any stockholder who
shall attend such meeting in person or by proxy, except a stockholder who shall
attend such meeting for the express purpose of objecting, at the beginning of
the meeting, to the transaction of any business because the meeting is not
lawfully called or convened. Except as otherwise expressly required by law,
notice of any adjourned meeting of the stockholders need not be given if the
time and place thereof are announced at the meeting at which the adjournment is
taken.
Section 2.06 Quorum. Except in the case of any meeting for the election
------
of directors summarily ordered as provided by law, the holders of record of a
majority in voting interest of the shares of stock of the Corporation entitled
to be voted thereat, present in person or by proxy, shall constitute a quorum
for the transaction of business at any meeting of the stockholders of the
Corporation or any adjournment thereof. In the absence of a quorum at any
meeting or any adjournment thereof, a majority in voting interest of the
stockholders present in person or by proxy and entitled to vote thereat or, in
the absence therefrom of all the stockholders, any officer entitled to preside
at, or to act as secretary of, such meeting may adjourn such meeting from time
to time. At any such adjourned meeting at which a quorum is present any
business may be transacted which might have been transacted at the meeting as
originally called.
Section 2.07 Voting.
------
(a) Each stockholder shall, at each meeting of the stockholders, be
entitled to vote in person or by proxy each share or fractional share of the
stock of the Corporation having voting rights on the matter in question and
which shall have been held by him or her and registered in his or her name on
the books of the Corporation:
(i) on the date fixed pursuant to Section 6.05 of the Bylaws as the
record date for the determination of stockholders entitled to notice of and to
vote at such meeting, or
(ii) if no such record date shall have been so fixed, then (a) at the
close of business on the day next preceding the day on which notice of the
meeting shall be given or (b) if notice of the meeting shall be waived, at the
close of business on the day next preceding the day on which meeting shall be
held.
(b) Shares of its own stock belonging to the Corporation or to another
corporation, if a majority of the shares entitled to vote in the election of
directors in such other corporation is held, directly or indirectly, by the
Corporation, shall neither be entitled to vote nor be counted for quorum
purposes. Persons holding stock of the Corporation in a fiduciary capacity shall
be entitled to vote such stock. Persons whose stock is pledged shall be entitled
to vote, unless in the transfer by the pledgor on the books of the Corporation
he or she shall have expressly empowered the pledgee to vote thereon, in which
case only the pledgee, or his or her proxy, may represent such stock and vote
thereon. Stock having voting power standing of record in the names of two or
more persons, whether fiduciaries, members of a partnership, joint tenants,
tenants in common, tenants by the entirety or otherwise, or with respect to
which two or more
3
<PAGE>
persons have the same fiduciary relationship, shall be voted in accordance with
the provisions of the General Corporation Law of the State of Delaware.
(c) Any such voting rights may be exercised by the stockholder entitled
thereto in person or by his or her proxy appointed by an instrument in writing,
subscribed by such stockholder or by his or her attorney thereunto authorized
and delivered to the secretary of the meeting; provided, however, that no proxy
shall be voted or acted upon after three years from its date unless said proxy
shall provide for a longer period. The attendance at any meeting of a
stockholder who may theretofore have given a proxy shall not have the effect of
revoking the same unless he or she shall in writing so notify the secretary of
the meeting prior to the voting of the proxy. At any meeting of the
stockholders all matters, except as otherwise provided in the Certificate of
Incorporation, in the Bylaws or by law, shall be decided by the vote of a
majority in voting interest of the stockholders present in person or by proxy
and entitled to vote thereat and thereon, a quorum being present. The vote at
any meeting of the stockholders on any question need not be by ballot, unless so
directed by the chairman of the meeting. On a vote by ballot each ballot shall
be signed by the stockholder voting, or by his or her proxy, if there be such
proxy, and it shall state the number of shares voted.
Section 2.08 List of Stockholders. The Secretary of the Corporation
--------------------
shall prepare and make, at least 10 days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open
to the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least 10 days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the entire
duration thereof, and may be inspected by any stockholder who is present.
Section 2.09 Judges. If at any meeting of the stockholders a vote by
------
written ballot shall be taken on any question, the chairman of such meeting may
appoint a judge or judges to act with respect to such vote. Each judge so
appointed shall first subscribe an oath faithfully to execute the duties of a
judge at such meeting with strict impartiality and according to the best of his
or her ability. Such judges shall decide upon the qualification of the voters
and shall report the number of shares represented at the meeting and entitled to
vote on such question, shall conduct and accept the votes, and, when the voting
is completed shall ascertain and report the number of shares voted respectively
for and against the question. Reports of the judges shall be in writing and
subscribed and delivered by them to the Secretary of the Corporation. The
judges need not be stockholders of the Corporation, and any officer of the
Corporation may be a judge on any question other than a vote for or against a
proposal in which he or she shall have a material interest.
4
<PAGE>
ARTICLE III
BOARD OF DIRECTORS
Section 3.01 General Powers. The property, business and affairs of the
--------------
Corporation shall be managed by the Board.
Section 3.02 Number. The authorized number of directors of the
------
Corporation shall be twelve and such authorized number shall not be changed
except by a Bylaw or amendment thereof duly adopted by the stockholders in
accordance with the Certificate of Incorporation or by the Board amending this
Section 3.02.
Section 3.03 Election of Directors. The directors shall be elected by
---------------------
the stockholders of the Corporation, and at each election the persons receiving
the greatest number of votes, up to the number of directors then to be elected,
shall be the persons then elected. The election of directors is subject to any
provisions contained in the Certificate of Incorporation relating thereto,
including any provisions for a classified board and for cumulative voting.
Section 3.04 Notice of Stockholder Nominees. Only persons who are
------------------------------
nominated in accordance with the procedures set forth in the Bylaws shall be
eligible for election as directors. Nominations of persons for election to the
Board of Directors of the Corporation may be made at a meeting of stockholders
(a) by or at the direction of the Board of Directors or (b) by any stockholder
of the Corporation entitled to vote for the election of directors at the meeting
who complies with the notice procedures set forth in this Section 3.04. Such
nominations, other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing to the Secretary
of the Corporation. To be timely, a stockholder's notice shall be delivered to
or mailed and received at the principal office of the Corporation not less than
30 days nor more than 60 days prior to the meeting; provided, however, that in
the event that less than 40 days' notice or prior public disclosure of the date
of the meeting is given or made to stockholders, notice by the stockholder to be
timely must be received not later than the close of business on the 10th day
following the day on which such notice of the date of the meeting was mailed or
such public disclosure was made. Such stockholder's notice shall set forth (a)
as to each person whom the stockholder proposes to nominate for election or re-
election as a director, all information relating to such person that is required
to be disclosed in solicitations of proxies for election of directors, or is
otherwise required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (including without limitation such person's
written consent to be named in the proxy statement as a nominee and to serve as
a director if elected); and (b) as to the stockholder proposing such nomination
(i) the name and address, as they appear on the books of the Corporation, of
such stockholder, and (ii) the class and number of shares of the Corporation
which are beneficially owned by such stockholder. At the request of the Board
of Directors any person nominated by the Board of Directors for election as a
director shall furnish to the Secretary of the Corporation that information
required to be set forth in a stockholder's notice of nomination which pertains
to the nominee. No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth in the
Bylaws. The Chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
procedures
5
<PAGE>
prescribed by the Bylaws, and if he or she should so determine, he or
she shall so declare to the meeting and the defective nomination shall be
disregarded.
Section 3.05 Mandatory Retirement. The Chairman of the Board and the
--------------------
President and any former Chairman of the Board and any former President, if
serving as a director of the Corporation at age 72, shall retire from the Board
at the end of the calendar year in which his or her 72nd birthday occurs. Each
other employee or former employee of the Corporation or its subsidiaries serving
as a director of the Corporation at age 65 shall retire from the Board at the
end of the calendar year in which his or her 65th birthday occurs unless the
Chairman of the Board recommends and the Board approves his or her continued
service as a non-employee director. Each other employee of the Corporation or
its subsidiaries under age 65 serving as a director of the Corporation who
elects to take early retirement or who for any other reason is no longer an
officer of the Corporation or its subsidiaries shall retire from the Board as of
the date he or she ceases to be an officer unless the Chairman of the Board
recommends and the Board approves his or her continued directorship. Each non-
employee director of the Corporation serving at age 72 shall retire from the
Board at the end of the calendar year in which his or her 72nd birthday occurs.
For purposes of this Section, "end of the calendar year" shall include the
period ending with the seventh day of January next following.
Section 3.06 Resignations. Any director of the Corporation may resign
------------
at any time by giving written notice to the Board or to the Secretary of the
Corporation. Any such resignation shall take effect at the time specified
therein, or, if the time be not specified, it shall take effect immediately upon
its receipt; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 3.07 Vacancies. Except as otherwise provided in the Certificate
---------
of Incorporation, any vacancy in the Board, whether because of death,
resignation, disqualification, an increase in the number of directors, or any
other cause, may be filled by vote of the majority of the remaining directors,
although less than a quorum. Each director so chosen to fill a vacancy shall
hold office until his or her successor shall have been elected and shall qualify
or until he or she shall resign or shall have been removed.
Section 3.08 Place of Meeting, etc. The Board may hold any of its
---------------------
meetings at such place or places within or without the State of Delaware as the
Board may from time to time by resolution designate or as shall be designated by
the person or persons calling the meeting or in the notice or a waiver of notice
of any such meeting. Directors may participate in any regular or special
meeting of the Board by means of conference telephone or similar communications
equipment pursuant to which all persons participating in the meeting of the
Board can hear each other, and such participation shall constitute presence in
person at such meeting.
Section 3.09 First Meeting. The Board shall meet as soon as practicable
-------------
after each annual election of directors and notice of such first meeting shall
not be required.
Section 3.10 Regular Meetings. Regular meetings of the Board may be
----------------
held at such times as the Board shall from time to time by resolution determine.
If any day fixed for a meeting shall be a legal holiday at the place where the
meeting is to be held, then the meeting
6
<PAGE>
shall be held at the same hour and place on the next succeeding business day not
a legal holiday. Except as provided by law, notice of regular meetings need not
be given.
Section 3.11 Special Meetings. Special meetings of the Board may be
----------------
called at any time by the Chairman of the Board or the President or by any two
directors, to be held at the principal office of the Corporation, or at such
other place or places, within or without the State of Delaware, as the person or
persons calling the meeting may designate.
Notice of all special meetings of the Board shall be given to each
director by two days' service of the same by telegram, by letter, or personally.
Such notice may be waived by any director and any meeting shall be a legal
meeting without notice having been given if all the directors shall be present
thereat or if those not present shall, either before or after the meeting, sign
a written waiver of notice of, or a consent to, such meeting or shall after the
meeting sign the approval of the minutes thereof. All such waivers, consents or
approvals shall be filed with the corporate records or be made a part of the
minutes of the meeting.
Section 3.12 Quorum and Manner of Acting. Except as otherwise provided
---------------------------
in the Bylaws or by law, the presence of a majority of the authorized number of
directors shall be required to constitute a quorum for the transaction of
business at any meeting of the Board, and all matters shall be decided at any
such meeting, a quorum being present, by the affirmative votes of a majority of
the directors present. In the absence of a quorum, a majority of directors
present at any meeting may adjourn the same from time to time until a quorum
shall be present. Notice of any adjourned meeting need not be given. The
directors shall act only as a Board, and the individual directors shall have no
power as such.
Section 3.13 Action by Consent. Any action required or permitted to be
-----------------
taken at any meeting of the Board or of any committee thereof may be taken
without a meeting if a written consent thereto is signed by all members of the
Board or of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or such committee.
Section 3.14 Compensation. No stated salary need be paid directors, as
------------
such, for their services , but, by resolution of the Board, a fixed sum and
expenses of attendance, if any, may be allowed for attendance at each regular or
special meeting of the Board or an annual directors' fee may be paid; provided
that nothing herein contained shall be construed to preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefore. Members of special or standing committees may be allowed like
compensation for attending committee meetings.
Section 3.15 Committees. The Board may, by resolution passed by a
----------
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. Former employees of
the Corporation or its subsidiaries who are no longer officers of the
Corporation or its subsidiaries, if serving as a director of the Corporation,
shall not be eligible to serve as a member of any committee of the Board.
Except as otherwise provided in the Board resolution designating a committee,
the presence of a majority of the authorized number of members of such committee
shall be required to constitute a quorum for
7
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the transaction of business at any meeting of such committee. Any such
committee, to the extent provided in the resolution of the Board, shall have and
may exercise all the powers and authority of the Board in the management of the
business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it; but no such
committee shall have any power or authority in reference to amending the
Certificate of Incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, recommending to the
stockholders a dissolution of the Corporation or a revocation of the
dissolution, or amending the Bylaws of the Corporation; and unless the
resolution of the Board expressly so provides, no such committee shall have the
power or authority to declare a dividend or to authorize the issuance of stock.
Any such committee shall keep written minutes of its meetings and report the
same to the Board at the next regular meeting of the Board.
Section 3.16 Officers of the Board. The Board shall have a Chairman of
---------------------
the Board and may, at the discretion of the Board, have a Vice Chairman and
other officers. The Chairman of the Board and the Vice Chairman shall be
appointed from time to time by the Board, unless such positions are elected
offices of the Corporation, currently filled, and shall have such powers and
duties as shall be designated by the Board.
ARTICLE IV
OFFICERS
Section 4.01 Officers. The officers of the Corporation shall be a
--------
Chairman of the Board, a Chief Executive Officer, a Secretary, a Treasurer and
such other officers as may be appointed by the Board as the business of the
Corporation may require. Officers shall have such powers and duties as are
permitted or required by law or as may be specified by or in accordance with
resolutions of the Board. Any number of offices may be held by the same person.
Unless the Board shall otherwise determine, the Chairman of the Board shall be
the Chief Executive Officer of the Corporation. In the absence of any contrary
determination by the Board, the Chief Executive Officer shall, subject to the
power and authority of the Board, have general supervision, direction and
control of the officers, employees, business and affairs of the Corporation.
Section 4.02 Election and Term. The officers of the Corporation shall
-----------------
be elected annually by the Board. The Board may at any time and from time to
time elect such additional officers as the business of the Corporation may
require. Each officer shall hold his or her office until his or her successor
is elected and qualified or until his or her earlier resignation or removal.
Section 4.03 Removal and Resignation. Any officer may be removed,
-----------------------
either with or without cause, by a majority of the directors at the time in
office, at any regular or special meeting of the Board. Any officer may resign
at any time by giving notice to the Board. Such resignation shall take effect
at the time specified in such notice or, in the absence of such specification,
at the date of the receipt by the Board of such notice. Unless otherwise
specified in such notice, the acceptance of such resignation shall not be
necessary to make it effective.
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Section 4.04 Vacancies. Any vacancy occurring in any office of the
---------
Corporation by death, resignation, removal or otherwise, shall be filled in the
manner prescribed in these Bylaws for the regular appointment to such office.
ARTICLE V
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
Section 5.01 Execution of Contracts. The Board, except as in the Bylaws
----------------------
otherwise provided, may authorize any officer or officers, agent or agents, to
enter into any contract or execute any instrument in the name and on behalf of
the Corporation, and such authority may be general or confined to specific
instances; and unless so authorized by the Board or by the Bylaws, no officer,
agent or employee shall have any power or authority to bind the Corporation by
any contract or engagement or to pledge its credit or to render it liable for
any purpose or in any amount.
Section 5.02 Checks, Drafts, etc. All checks, drafts or other orders
-------------------
for payment of money, notes or other evidence of indebtedness, issued in the
name of or payable to the Corporation, shall be signed or endorsed by such
person or persons and in such manner as, from time to time, shall be determined
by resolution of the Board. Each such person shall give such bond, if any, as
the Board may require.
Section 5.03 Deposit. All funds of the Corporation not otherwise
-------
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board may select, or
as may be selected by any officer or officers, assistant or assistants, agent or
agents, or attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board. For the purpose of deposit and for the
purpose of collection for the account of the Corporation, the Chief Executive
Officer, the President or the Treasurer (or any other officer or officers,
assistant or assistants, agent or agents, or attorney or attorneys of the
Corporation who shall from time to time be determined by the Board) may endorse,
assign and deliver checks, drafts and other orders for the payment of money
which are payable to the order of the Corporation.
Section 5.04 General and Special Bank Accounts. The Board may from time
---------------------------------
to time authorize the opening and keeping of general and special bank accounts
with such banks, trust companies or other depositories as the Board may select
or as may be selected by any officer or officers, assistant or assistants, agent
or agents, or attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board. The Board may make such special rules and
regulations with respect to such bank accounts, not inconsistent with the
provisions of the Bylaws, as it may deem expedient.
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ARTICLE VI
SHARES AND THEIR TRANSFER
Section 6.01 Certificates for Stock. Every owner of stock of the
----------------------
Corporation shall be entitled to have a certificate or certificates, to be in
such form as the Board shall prescribe, certifying the number and class of
shares of the stock of the Corporation owned by him or her. The certificates
representing shares of such stock shall be numbered in the order in which they
shall be issued and shall be signed in the name of the Corporation by the
President and by the Secretary. Any or all of the signatures on the
certificates may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon any
such certificate shall thereafter have ceased to be such officer, transfer agent
or registrar before such certificate is issued, such certificate may
nevertheless be issued by the Corporation with the same effect as though the
person who signed such certificate, or whose facsimile signature shall have been
placed thereupon, were such officer, transfer agent or registrar at the date of
issue. A record shall be kept of the respective name s of the persons, firms or
corporations owning the stock represented by such certificates, the number and
class of shares represented by such certificates, respectively, and the
respective dates thereof, and in case of cancellation the respective dates of
cancellation. Every certificate surrendered to the Corporation for exchange or
transfer shall be cancelled, and no new certificate or certificates shall be
issued in exchange for any existing certificate until such existing certificate
shall have been so cancelled, except in cases provided for in Section 6.04 of
the Bylaws.
Section 6.02 Transfers of Stock. Transfers of shares of stock of the
------------------
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his or her attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary, or with a transfer clerk or
a transfer agent appointed as provided in Section 6.03 of the Bylaws, and upon
surrender of the certificate or certificates for such shares properly endorsed
and the payment of all taxes thereon. The person in whose name shares of stock
stand on the books of the Corporation shall be deemed the owner thereof for all
purposes as regards the Corporation. Whenever any transfer of shares shall be
made for collateral security, and not absolutely, such fact shall be stated
expressly in the entry of transfer if, when the certificate or certificates
shall be presented to the Corporation for transfer, both the transferor and the
transferee request the Corporation to do so.
Section 6.03 Regulations. The Board may make such rules and regulations
-----------
as it may deem expedient, not inconsistent with the Bylaws, concerning the
issue, transfer and registration of certificates for shares of the stock of the
Corporation. It may appoint, or authorize any officer or officers to appoint,
one or more transfer clerks or one or more transfer agents and one or more
registrars, and may require all certificates for stock to bear the signature or
signatures of any of them.
Section 6.04 Lost, Stolen, Destroyed, And Mutilated Certificates. In
---------------------------------------------------
any case of loss, theft, destruction, or mutilation of any certificate of stock,
another may be issued in its place upon proof of such loss, theft, destruction,
or mutilation and upon the giving of a bond of indemnity to the Corporation in
such form and in such sum as the Board may direct; provided,
10
<PAGE>
however, that a new certificate may be issued without requiring any bond when,
in the judgment of the Board, it is proper so to do.
Section 6.05 Fixing Date for Determination of Stockholders of Record.
-------------------------------------------------------
In order that the Corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any other
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board may fix, in advance, a record date, which shall not be more
than 60 nor less than 10 days before the date of such meeting, nor more than 60
days prior to any other action. If, in any case involving the determination of
stockholders for any purpose other than notice of or voting at a meeting of
stockholders, the Board shall not fix such a record date, the record date for
determining stockholders for such purpose shall be the close of business on the
day on which the Board shall adopt the resolution relating thereto. A
determination of stockholders entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of such meeting; provided, however,
that the Board may fix a new record date for the adjourned meeting.
ARTICLE VII
MISCELLANEOUS
Section 7.01 Seal. The Board shall provide a corporate seal, which
----
shall be in the form of a circle and shall bear the name of the Corporation and
words and figures showing that the Corporation was incorporated in the State of
Delaware and the year of incorporation.
Section 7.02 Waiver of Notices. Whenever notice is required to be given
-----------------
by the Bylaws or the Certificate of Incorporation or by law, the person entitled
to said notice may waive such notice in writing, either before or after the time
stated therein, and such waiver shall be deemed equivalent to notice.
Section 7.03 Fiscal Year. The fiscal year of the Corporation shall end
-----------
on the 31st day of October of each year.
Section 7.04 Amendments. The Bylaws, or any of them, may be rescinded,
----------
altered, amended or repealed, and new Bylaws may be made, (i) by the Board, by
vote of a majority of the number of directors then in office as directors,
acting at any meeting of the Board, or (ii) by the vote of the holders of not
less than 80% of the total voting power of all outstanding shares of voting
stock of the Corporation, at any annual meeting of stockholders, without
previous notice, or at any special meeting of stockholders, provided that notice
of such proposed amendment, modification, repeal or adoption is given in the
notice of special meeting. Any Bylaws made or altered by the stockholders may
be altered or repealed by the Board or may be altered or repealed by the
stockholders.
11
<PAGE>
EXHIBIT 4.3
1996 FLUOR EXECUTIVE STOCK PLAN
DEFINITIONS
SEC. 1.1 DEFINITIONS
As used herein, the following terms shall have the meanings hereinafter set
forth unless the context clearly indicates to the contrary:
(a) "Award" shall mean an award of Restricted Stock pursuant to the
provisions of Article VI hereof.
(b) "Awardee" shall mean an Eligible Employee to whom Restricted Stock
has been awarded hereunder.
(c) "Board" shall mean the Board of Directors of the Company.
(d) "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.
(e) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(f) "Committee" shall mean the Organization and Compensation Committee of
the Board.
(g) "Company" shall mean Fluor Corporation.
(h) "Eligible Employee" shall mean an employee who is an officer of the
Company or any Subsidiary or who is a member of the Executive Management
Team of the Company and its Subsidiaries.
(i) "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.
(j) "Executive Management Team" shall mean those employees who have been
determined to be eligible to participate in the Fluor Corporation and
Subsidiaries Executive Incentive Compensation Program or in other similar
management incentive compensation programs of any Subsidiary.
(k) "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 an Option is granted hereunder or,
in the absence of any reported sales on such day, the first preceding day
on which there were such sales.
(l) "Incentive Stock Option" shall mean an incentive stock option, as
defined under Section 422 of the Code and the regulations thereunder, to
purchase Stock.
(m) "Nonqualified Stock Option" shall mean a stock option other than an
Incentive Stock Option to purchase Stock.
(n) "Option" shall mean an option to purchase Stock granted pursuant to
the provisions of Article V hereof and refers to both Incentive Stock
Options and Nonqualified Stock Options.
(o) "Optionee" shall mean an Eligible Employee to whom an Option has been
granted hereunder.
(p) "Plan" shall mean the 1996 Fluor Executive Stock Plan, the current
terms of which are set forth herein.
(q) "Prior Plans" shall mean the 1971 Fluor Stock Option Plan, the 1977
Fluor Executive Stock Plan, the 1981 Fluor Executive Stock Plan, the 1982
Fluor Executive Stock Option Plan and the 1988 Fluor Executive Stock Plan.
<PAGE>
(r) "Restricted Stock" shall mean Stock that may be awarded to an
Eligible Employee by the Committee pursuant to Article VI hereof, which is
nontransferable and subject to a substantial risk of forfeiture until
specific conditions are met. Conditions may be based on continuing
employment or achievement of preestablished performance objectives.
(s) "Return on Average Shareholders' Equity" shall mean, for any fiscal
year, the percentage amount reported as "Return on Average Shareholders
Equity" in the "Highlights" section of the Company's Annual Report to
Stockholders for such fiscal year.
(t) "Restricted Stock Agreement" shall mean the agreement between the
Company and the Awardee with respect to Restricted Stock awarded hereunder.
(u) "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.
(v) "Stock Option Agreement" shall mean the agreement between the Company
and the Optionee under which the Optionee may purchase Stock hereunder.
(w) "Stock Payment" shall mean a payment in shares of Stock to replace
all or any portion of the compensation (other than base salary) that would
otherwise become payable to any Eligible Employee of the Company.
(x) "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.
(y) "Ten Year Treasury Yield" shall mean, for any fiscal period, the
daily average percent per annum yield for U.S. Government Securities--10
year Treasury constant maturities, as published in the Federal Reserve
statistical release or any successor publication.
ARTICLE II
GENERAL
SEC. 2.1 NAME
This Plan shall be known as the "1996 Fluor Executive Stock Plan".
SEC. 2.2 PURPOSE
The purpose of the Plan is to advance the interests of the Company and its
stockholders by affording to Eligible Employees of the Company and its
Subsidiaries an opportunity to acquire or increase their proprietary interest
in the Company by the grant to such employees of Options or Awards under the
terms set forth herein. By thus encouraging such employees to become owners of
Company shares, the Company seeks 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.
SEC. 2.3 EFFECTIVE DATE
The Plan shall become effective upon its approval by the holders of a
majority of the shares of Stock of the Company represented at an annual or
special meeting of the stockholders of the Company.
SEC. 2.4. LIMITATIONS
Subject to adjustment pursuant to the provisions of Section 10.1 hereof, the
aggregate number of shares of Stock which may either be issued as Awards,
subject to Options or issued pursuant to the exercise of Options shall not
exceed the sum of (a) 4,000,000 plus (b) that number of shares represented by
options, awards or rights under Prior Plans which expire or are otherwise
terminated at any time after the original effective date of this Plan. Any
such shares may be either authorized and unissued shares or shares issued and
thereafter acquired by the Company.
<PAGE>
SEC. 2.5 OPTIONS AND AWARDS GRANTED UNDER PLAN
Shares of Stock with respect to which an Option granted hereunder shall have
been exercised, and shares of Stock received pursuant to a Restricted Stock
Agreement executed hereunder with respect to which the restrictions provided
for in Section 6.3 hereof shall have lapsed, shall not again be available for
Option or Award grant hereunder. If Options granted hereunder shall expire or
terminate for any reason without being wholly exercised, or if Restricted
Stock is acquired by the Company pursuant to the provisions of paragraph (c)
of Section 6.3 hereof, new Options or Awards may be granted hereunder covering
the number of shares to which such Option expiration or termination or
Restricted Stock acquisition relates.
ARTICLE III
PARTICIPANTS
SEC. 3.1 ELIGIBILITY
Any Eligible Employee shall be eligible to participate in the Plan;
provided, however, that no member of the Committee shall be eligible to
participate while a member of the Committee. The Committee may grant Options
or Awards to any Eligible Employee in accordance with such determinations as
the Committee from time to time in its sole discretion shall make.
ARTICLE IV
ADMINISTRATION
SEC. 4.1 DUTIES AND POWERS OF COMMITTEE
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 Options or Awards may be granted, the number of shares of Stock to be
subject to each Option or Award and the period for the exercise of such Option
which need not be the same for each grant hereunder. 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, to determine the details and provisions of each Stock Option
Agreement and Restricted Stock Agreement, and to make all other determinations
necessary or advisable in the administration of the Plan.
SEC. 4.2 MAJORITY RULE
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
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.
<PAGE>
ARTICLE V
OPTIONS
SEC. 5.1 OPTION GRANT AND AGREEMENT
Each Option granted hereunder shall be evidenced by minutes of a meeting or
the written consent of the Committee and by a written Stock Option Agreement
dated as of the date of grant and executed by the Company and the Optionee,
which Agreement shall set forth such terms and conditions as may be determined
by the Committee consistent with the Plan. In no event shall the total number
of shares of Stock subject to Options granted hereunder to any Eligible
Employee in any fiscal year exceed five percent (5%) of the total number of
shares authorized to be issued under the Plan on the effective date of the
Plan.
SEC. 5.2 PARTICIPATION LIMITATION
The Committee shall not grant an Incentive Stock Option to any employee for
such number of shares of Stock that, immediately after the grant, the total
number of shares of Stock owned or subject to Options exercisable by and/or
Awards outstanding in the hands of such employee (or by such persons whose
shares such employee is considered as owning pursuant to the provisions of the
second succeeding sentence) exceed ten percent of the total combined voting
power of all classes of stock of the Company. This restriction does not apply
if, at the time such Incentive Stock Option is granted, the Incentive Stock
Option purchase price is at least 110% of the Fair Market Value on the date of
grant and the Incentive Stock Option by its terms is not exercisable after the
expiration of five (5) years from the date of grant. For purposes of this
Section 5.2, an employee shall be considered as owning the stock owned,
directly or indirectly, by or for his brothers and sisters (whether by the
whole or half blood), spouse, ancestors and lineal descendants; and the stock
owned, directly or indirectly, by or for a corporation, partnership, estate or
trust shall be considered as being owned proportionately by or for its
shareholders, partners or beneficiaries.
SEC. 5.3 OPTION PRICE
The purchase price of Stock under each Option will be determined by the
Committee but may not be less than the Fair Market Value on the date of grant.
SEC. 5.4 OPTION PERIOD
Each Option granted hereunder must be granted within ten years from the
effective date of the Plan. The period for the exercise of each Option shall
be determined by the Committee, but in no instance shall such period exceed
ten years from the date of grant of the Option.
SEC. 5.5 OPTION EXERCISE
(a) Options granted hereunder may not be exercised unless and until the
Optionee shall have been or remained in the employ of the Company or its
Subsidiaries for one year from and after the date such Option was granted,
except as otherwise provided in Section 5.7 hereof.
(b) Options may be exercised with respect to whole shares only, for such
shares of Stock and within the period permitted for the exercise thereof as
determined by the Committee, and shall be exercised by written notice of
intent to exercise the Option with respect to a specified number of shares
delivered to the Company at its principal office in the State of
California, and payment in full to the Company at said office of the amount
of the Option price for the number of shares of Stock with respect to which
the Option is then being exercised. The purchase price may be paid by the
assignment and delivery to the Company of shares of Stock or a combination
of cash and shares of Stock equal in value to the exercise price. Any
shares assigned and delivered to the Company in payment or partial payment
of the purchase price will be valued at their Fair Market Value on the
exercise date.
(c) The Fair Market Value of the Stock at the date of grant for which any
employee may exercise Incentive Stock Options in any calendar year under
the Plan (or any other stock option plan of the Company adopted after
December 31, 1986) may not exceed $100,000.
<PAGE>
SEC. 5.6 NONTRANSFERABILITY OF OPTION
No Option shall be transferred by an Optionee otherwise than by a will or
the laws of descent and distribution or pursuant to a qualified domestic
relations order as defined in the Code or Title I of ERISA. During the
lifetime of an Optionee, the Option shall be exercisable only by him.
SEC. 5.7 EFFECT OF DEATH OR OTHER TERMINATION OF EMPLOYMENT
(a) If, prior to a date one year from the date on which an Option shall
have been granted, the Optionee'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 Optionee, the Optionee's right to
exercise such Option shall terminate and all rights thereunder shall cease;
provided, however, that if the Optionee shall die, retire or become
permanently and totally disabled, as determined in accordance with
applicable Company personnel policies, or if the Optionee'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 one year from the date on which an Option shall have been granted,
such Option shall become exercisable in full on the date of such death,
retirement, disability or termination of employment.
(b) If, on or after one year from the date on which an Option shall have
been granted, an Optionee's employment with the Company or its Subsidiaries
shall be terminated for any reason other than death, retirement or
permanent total disability, or within two years following a Change of
Control of the Company, the Optionee shall have the right, during the
period ending three months after such termination, to exercise such Option
to the extent that it was exercisable at the date of such termination and
shall not have been exercised, subject, however, to the provisions of
Section 5.4 hereof.
(c) Upon termination of an Optionee'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, or
within two years following a Change of Control of the Company, such
Optionee shall have the right, during the period ending three years after
such termination, to exercise his Option in full, without regard to any
installment exercise provisions, to the extent that it shall not have been
exercised, subject, however, to the provisions of Section 5.4 hereof.
(d) If an Optionee shall die (i) while in the employ of the Company or
its Subsidiaries, or (ii) within three months after termination of
employment where such termination did not occur either by reason of
retirement or permanent total disability or within two years following a
Change of Control of the Company, or (iii) within three years after
termination of employment where such termination occurred either by reason
of retirement or permanent total disability or within two years following a
Change of Control of the Company, the executor or administrator of the
state of the decedent or the person or persons to whom an Option granted
hereunder shall have been validly transferred by the executor or the
administrator pursuant to a will or the laws of descent and distribution
shall have the right, during the period ending three years after the date
of the Optionee's death, to exercise the Optionee's Option (A) in full,
without regard to any installment exercise provisions, to the extent that
it shall not have been exercised, if the Optionee shall have died while in
the employ of the Company or its Subsidiaries or within three years after
termination of employment where such termination occurred either by reason
of retirement or permanent total disability or within two years following a
Change of Control of the Company, or (B), to the extent that it was
exercisable at the date of the Optionee's death and shall not have been
exercised, if the Optionee shall have died within three months after
termination of employment where such termination did not occur by reason of
either retirement or permanent total disability or within two years
following a Change of Control of the Company, subject, however, to the
provisions of Section 5.4 hereof.
(e) No transfer of an Option by the Optionee by a 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 Option.
<PAGE>
(f) The foregoing notwithstanding, the Committee may elect, in its sole
discretion, to make grants of Options which have provisions regarding the
effect of death or other termination of employment which are different than
those set forth in paragraphs (a) through (d) of this Section 5.7, provided
that such provisions do not materially increase the benefits that would
otherwise accrue to an Optionee under paragraphs (a) through (d) of this
Section 5.7.
SEC. 5.8 RIGHTS AS STOCKHOLDER
An Optionee or a transferee of an Option shall have no rights as a
stockholder with respect to any shares subject to such Option prior to the
purchase of such shares by exercise of such Option as provided herein.
ARTICLE VI
AWARDS
SEC. 6.1 AWARD GRANT AND RESTRICTED STOCK AGREEMENT
The Committee may grant Awards of Restricted Stock to Awardees. No Awards
may be made during any fiscal year unless, for the preceding fiscal year,
Return on Average Shareholders' Equity exceeded the Ten Year Treasury Yield by
more than three percentage points. Each Award granted hereunder must be
granted within ten years from the effective date of the Plan and shall be
evidenced by minutes of a meeting or the written consent of the Committee. The
Committee shall from time to time establish various Award grade levels which
shall set forth the maximum number of shares which may be awarded annually to
each Eligible Employee in each grade level. The Committee shall have the sole
discretion and authority to make an Award to an Eligible Employee of less than
the maximum number of shares applicable to his assigned grade level or to make
no Award at all to any such Eligible Employee. In no event shall the total
number of shares of Restricted Stock awarded to an Eligible Employee in any
fiscal year exceed 15,000. The Awardee shall be entitled to receive the Stock
subject to such Award only if the Company and the Awardee, within 30 days
after the date of the Award, 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.
SEC. 6.2 CONSIDERATION FOR ISSUANCE
No shares of Restricted Stock shall be issued to an Awardee hereunder unless
and until the Committee shall have determined that consideration has been
received by the Company, in the form of labor performed for or services
actually rendered to the Company by the Awardee, having a fair value of not
less than the then fair market value of a like number of shares of Stock
subject to all of the herein provided conditions and restrictions applicable
to Restricted Stock, but in no event less than the par value of such shares.
SEC. 6.3 RESTRICTIONS ON SALE OR OTHER TRANSFER
Each share of Stock received pursuant to each Restricted Stock Agreement
shall be subject to acquisition by Fluor Corporation, 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 6.4 hereof, or until the shares of stock are
forfeited pursuant to paragraph (c) of this Section 6.3. 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."
<PAGE>
(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 6.3.
(c) Unless the Committee in its discretion determines otherwise, upon an
Awardee's termination of employment for any reason, all of the Awardee's
Restricted Stock remaining subject to restriction shall be acquired by the
Company effective as of the date of such termination of employment. Upon
the occurrence or non-occurrence of such other events as shall be
determined by the Committee and specified in the Awardee's Restricted Stock
Agreement relating to any such Restricted Stock, all of such Restricted
Stock remaining subject to restriction shall be acquired by the Company
upon the occurrence or non-occurrence of such event.
SEC. 6.4 LAPSE OF RESTRICTIONS
The restrictions imposed upon Restricted Stock under Section 6.3 above will
lapse in accordance with such conditions as are determined by the Committee
and set forth in the Restricted Stock Agreement.
SEC. 6.5 RIGHTS AS STOCKHOLDER
Subject to the provisions of Section 6.3 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.
ARTICLE VII
STOCK CERTIFICATES
SEC. 7.1 STOCK CERTIFICATES
The Company shall not be required to issue or deliver any certificate for
shares of Stock purchased upon the exercise of any Option granted hereunder or
any portion thereof, or 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 exercise of
the Option or the execution of the Restricted Stock Agreement as the
Committee from time to time may establish for reasons of administrative
convenience.
ARTICLE VIII
STOCK PAYMENT
SEC. 8.1 STOCK PAYMENT
The Committee may approve payments of Stock to any Eligible Employee for all
or any portion of the compensation (other than base salary) that would
otherwise become payable to such Eligible Employee in cash.
<PAGE>
ARTICLE IX
TERMINATION, AMENDMENT AND MODIFICATION OF PLAN
SEC. 9.1 TERMINATION, AMENDMENT AND MODIFICATION OF PLAN
The Board may at any time, upon recommendation of the Committee, terminate,
and may at any time from time to time and in any respect amend or modify, the
Plan, provided, however, that no such action of the Board without approval of
the stockholders of the Company may:
(a) increase the total number of shares of Stock subject to the Plan by
more than 10%, except as contemplated in Section 10.1 hereof;
(b) materially increase the benefits accruing to participants under the
Plan;
(c) withdraw the administration of the Plan from the Committee; or
(d) permit any person while a member of the Committee to receive an
Option or Restricted Stock under the Plan; and provided further, that no
termination, amendment or modification of the Plan shall in any manner
affect any Stock Option Agreement or Restricted Stock Agreement theretofore
executed pursuant to the Plan without the consent of such Optionee or
Awardee.
ARTICLE X
MISCELLANEOUS
SEC. 10.1 ADJUSTMENT PROVISIONS
(a) Subject to Section 10.1(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 property 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 Section 2.4, (ii) the number and kind of shares or other
securities subject to the outstanding Options and Awards, and (iii) the
price for each share or other unit of any other securities subject to
outstanding Options without change in the aggregate purchase price or value
as to which such Options remain exercisable.
(b) Adjustments under Section 10.1(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.
SEC. 10.2 CONTINUATION OF EMPLOYMENT
Nothing in the Plan or in any instrument executed pursuant to the Plan will
confer upon any Eligible Employee any right to continue in the employ of the
Company or any Subsidiary or affect the right of the Company or any Subsidiary
to terminate the employment of any Eligible Employee at any time with or
without cause.
SEC. 10.3 COMPLIANCE WITH GOVERNMENT REGULATIONS
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 have 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 employee to take any reasonable action to comply with
such requirements.
<PAGE>
SEC. 10.4 PRIVILEGES OF STOCK OWNERSHIP
No employee and no beneficiary or other person claiming under or through
such employee will have any right, title, or interest in or to any shares of
Stock allocated or reserved under the Plan or subject to any Option or Award
except as to such shares of Stock, if any, that have been issued to such
employee.
SEC. 10.5 WITHHOLDING
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
Option or Award. The Company may require the employee to satisfy any relevant
tax requirements before authorizing any issuance of Stock to the employee.
Such settlement may be made in cash or Stock.
SEC. 10.6 NONTRANSFERABILITY
An Option or Award may be exercised during the life of the employee solely
by the employee or the employee's duly appointed guardian or personal
representative. No Option or 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.
SEC. 10.7 OTHER COMPENSATION PLANS
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 of the Company or
any Subsidiary.
SEC. 10.8 PLAN BINDING ON SUCCESSORS
The Plan shall be binding upon the successors and assigns of the Company.
SEC. 10.9 SINGULAR, PLURAL; GENDER
Whenever used herein, nouns in the singular shall include the plural, and
the masculine pronoun shall include the feminine gender.
SEC. 10.10 HEADINGS, ETC., NO PART OF PLAN
Headings of Articles and Sections hereof are inserted for convenience and
reference; they constitute no part of the Plan.
<PAGE>
EXHIBIT 5
December 17, 1996
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Re: 1996 Fluor Executive Stock Plan
Ladies and Gentlemen:
As Senior Vice President - Law and Secretary of Fluor Corporation ("Fluor"), I
am familiar with the activities of Fluor and its corporate records. I have
participated in the authorization and preparation of the 1996 Fluor Executive
Stock Plan (the "Plan") and the registration statement on Form S-8 being filed
by Fluor under the Securities Act of 1933, as amended, for the purpose of
registering 8,784,042 shares of common stock of Fluor issuable pursuant to the
Plan.
On the basis of my knowledge of Fluor's activities and its corporate records, I
am of the opinion that the 8,784,042 shares of common stock of Fluor, par value
$.625 per share, issuable pursuant to the Plan will be legally issued, fully
paid and nonassessable shares of Fluor when issued and paid for in accordance
with the Plan.
Sincerely,
Lawrence N. Fisher
<PAGE>
EXHIBIT 23
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) and related Prospectus pertaining to the 1996 Fluor Executive Stock Plan of
our report dated November 28, 1995, with respect to the consolidated financial
statements of Fluor Corporation incorporated by reference in its Annual Report
(Form 10-K) for the year ended October 31, 1995, filed with the Securities and
Exchange Commission.
Ernst & Young LLP
Orange County, California
December 17, 1996
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Fluor
Corporation, a Delaware corporation ("Fluor"), does constitute and appoint
Lawrence N. Fisher and Raymond M. Bukaty, and each of them, his true and lawful
attorneys-in-fact and agents will full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 to be filed by Fluor with the Securities and
Exchange Commission (the "Commission") for the purpose of registering under the
Securities Act of 1933, as amended, shares of Fluor common stock issuable
pursuant to the grant of awards or options under the 1996 Fluor Executive Stock
Plan covered by said Registration Statement, and to file such Registration
Statement, and any and all exhibits thereto, and any and all other information
and documents in connection therewith, with the Commission, and the undersigned
does hereby ratify and confirm as his own act and deed all that such attorneys-
in-fact and agents, and either of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his
signature as of the 6th day of December, 1996.
/s/ LESLIE G. MCCRAW
-----------------------
Leslie G. McCraw
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Fluor
Corporation, a Delaware corporation ("Fluor"), does constitute and appoint
Lawrence N. Fisher and Raymond M. Bukaty, and each of them, his true and lawful
attorneys-in-fact and agents will full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 to be filed by Fluor with the Securities and
Exchange Commission (the "Commission") for the purpose of registering under the
Securities Act of 1933, as amended, shares of Fluor common stock issuable
pursuant to the grant of awards or options under the 1996 Fluor Executive Stock
Plan covered by said Registration Statement, and to file such Registration
Statement, and any and all exhibits thereto, and any and all other information
and documents in connection therewith, with the Commission, and the undersigned
does hereby ratify and confirm as his own act and deed all that such attorneys-
in-fact and agents, and either of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his
signature as of the 6th day of December, 1996.
/s/ CARROLL A. CAMPBELL, JR.
------------------------------
Carroll A. Campbell, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Fluor
Corporation, a Delaware corporation ("Fluor"), does constitute and appoint
Lawrence N. Fisher and Raymond M. Bukaty, and each of them, his true and lawful
attorneys-in-fact and agents will full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 to be filed by Fluor with the Securities and
Exchange Commission (the "Commission") for the purpose of registering under the
Securities Act of 1933, as amended, shares of Fluor common stock issuable
pursuant to the grant of awards or options under the 1996 Fluor Executive Stock
Plan covered by said Registration Statement, and to file such Registration
Statement, and any and all exhibits thereto, and any and all other information
and documents in connection therewith, with the Commission, and the undersigned
does hereby ratify and confirm as his own act and deed all that such attorneys-
in-fact and agents, and either of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his
signature as of the 6th day of December, 1996.
/s/ HUGH K. COBLE
-------------------
Hugh K. Coble
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Fluor
Corporation, a Delaware corporation ("Fluor"), does constitute and appoint
Lawrence N. Fisher and Raymond M. Bukaty, and each of them, his true and lawful
attorneys-in-fact and agents will full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 to be filed by Fluor with the Securities and
Exchange Commission (the "Commission") for the purpose of registering under the
Securities Act of 1933, as amended, shares of Fluor common stock issuable
pursuant to the grant of awards or options under the 1996 Fluor Executive Stock
Plan covered by said Registration Statement, and to file such Registration
Statement, and any and all exhibits thereto, and any and all other information
and documents in connection therewith, with the Commission, and the undersigned
does hereby ratify and confirm as his own act and deed all that such attorneys-
in-fact and agents, and either of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his
signature as of the 6th day of December, 1996.
/s/ PETER J. FLUOR
--------------------
Peter J. Fluor
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Fluor
Corporation, a Delaware corporation ("Fluor"), does constitute and appoint
Lawrence N. Fisher and Raymond M. Bukaty, and each of them, his true and lawful
attorneys-in-fact and agents will full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 to be filed by Fluor with the Securities and
Exchange Commission (the "Commission") for the purpose of registering under the
Securities Act of 1933, as amended, shares of Fluor common stock issuable
pursuant to the grant of awards or options under the 1996 Fluor Executive Stock
Plan covered by said Registration Statement, and to file such Registration
Statement, and any and all exhibits thereto, and any and all other information
and documents in connection therewith, with the Commission, and the undersigned
does hereby ratify and confirm as his own act and deed all that such attorneys-
in-fact and agents, and either of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his
signature as of the 6th day of December, 1996.
/s/ DAVID P. GARDNER
----------------------
David P. Gardner
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Fluor
Corporation, a Delaware corporation ("Fluor"), does constitute and appoint
Lawrence N. Fisher and Raymond M. Bukaty, and each of them, his true and lawful
attorneys-in-fact and agents will full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 to be filed by Fluor with the Securities and
Exchange Commission (the "Commission") for the purpose of registering under the
Securities Act of 1933, as amended, shares of Fluor common stock issuable
pursuant to the grant of awards or options under the 1996 Fluor Executive Stock
Plan covered by said Registration Statement, and to file such Registration
Statement, and any and all exhibits thereto, and any and all other information
and documents in connection therewith, with the Commission, and the undersigned
does hereby ratify and confirm as his own act and deed all that such attorneys-
in-fact and agents, and either of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his
signature as of the 6th day of December, 1996.
/s/ WILLIAM R. GRANT
----------------------
William R. Grant
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Fluor
Corporation, a Delaware corporation ("Fluor"), does constitute and appoint
Lawrence N. Fisher and Raymond M. Bukaty, and each of them, his true and lawful
attorneys-in-fact and agents will full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 to be filed by Fluor with the Securities and
Exchange Commission (the "Commission") for the purpose of registering under the
Securities Act of 1933, as amended, shares of Fluor common stock issuable
pursuant to the grant of awards or options under the 1996 Fluor Executive Stock
Plan covered by said Registration Statement, and to file such Registration
Statement, and any and all exhibits thereto, and any and all other information
and documents in connection therewith, with the Commission, and the undersigned
does hereby ratify and confirm as his own act and deed all that such attorneys-
in-fact and agents, and either of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his
signature as of the 6th day of December, 1996.
/s/ BOBBY R. INMAN
--------------------
Bob R. Inman
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Fluor
Corporation, a Delaware corporation ("Fluor"), does constitute and appoint
Lawrence N. Fisher and Raymond M. Bukaty, and each of them, his true and lawful
attorneys-in-fact and agents will full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 to be filed by Fluor with the Securities and
Exchange Commission (the "Commission") for the purpose of registering under the
Securities Act of 1933, as amended, shares of Fluor common stock issuable
pursuant to the grant of awards or options under the 1996 Fluor Executive Stock
Plan covered by said Registration Statement, and to file such Registration
Statement, and any and all exhibits thereto, and any and all other information
and documents in connection therewith, with the Commission, and the undersigned
does hereby ratify and confirm as his own act and deed all that such attorneys-
in-fact and agents, and either of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his
signature as of the 6th day of December, 1996.
/s/ ROBERT V. LINDSAY
-----------------------
Robert V. Lindsay
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Fluor
Corporation, a Delaware corporation ("Fluor"), does constitute and appoint
Lawrence N. Fisher and Raymond M. Bukaty, and each of them, his true and lawful
attorneys-in-fact and agents will full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 to be filed by Fluor with the Securities and
Exchange Commission (the "Commission") for the purpose of registering under the
Securities Act of 1933, as amended, shares of Fluor common stock issuable
pursuant to the grant of awards or options under the 1996 Fluor Executive Stock
Plan covered by said Registration Statement, and to file such Registration
Statement, and any and all exhibits thereto, and any and all other information
and documents in connection therewith, with the Commission, and the undersigned
does hereby ratify and confirm as his own act and deed all that such attorneys-
in-fact and agents, and either of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his
signature as of the 6th day of December, 1996.
/s/ BUCK MICKEL
-----------------
Buck Mickel
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Fluor
Corporation, a Delaware corporation ("Fluor"), does constitute and appoint
Lawrence N. Fisher and Raymond M. Bukaty, and each of them, her true and lawful
attorneys-in-fact and agents will full power of substitution and resubstitution,
for her and in her name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 to be filed by Fluor with the Securities and
Exchange Commission (the "Commission") for the purpose of registering under the
Securities Act of 1933, as amended, shares of Fluor common stock issuable
pursuant to the grant of awards or options under the 1996 Fluor Executive Stock
Plan covered by said Registration Statement, and to file such Registration
Statement, and any and all exhibits thereto, and any and all other information
and documents in connection therewith, with the Commission, and the undersigned
does hereby ratify and confirm as his own act and deed all that such attorneys-
in-fact and agents, and either of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed her
signature as of the 6th day of December, 1996.
/s/ VILMA S. MARTINEZ
------------------------
Vilma S. Martinez
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of Fluor
Corporation, a Delaware corporation ("Fluor"), does constitute and appoint
Lawrence N. Fisher and Raymond M. Bukaty, and each of them, her true and lawful
attorneys-in-fact and agents will full power of substitution and resubstitution,
for her and in her name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 to be filed by Fluor with the Securities and
Exchange Commission (the "Commission") for the purpose of registering under the
Securities Act of 1933, as amended, shares of Fluor common stock issuable
pursuant to the grant of awards or options under the 1996 Fluor Executive Stock
Plan covered by said Registration Statement, and to file such Registration
Statement, and any and all exhibits thereto, and any and all other information
and documents in connection therewith, with the Commission, and the undersigned
does hereby ratify and confirm as his own act and deed all that such attorneys-
in-fact and agents, and either of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed her
signature as of the 6th day of December, 1996.
/s/ MARTHA R. SEGER
---------------------
Martha R. Seger
