Retention Award, dated November 14, 2019, granted to Carlos M. Hernandez

Fluor Corporation    

6700 Las Colinas Boulevard    

Irving, Texas 75039

USA

469 ###-###-#### tel

469 ###-###-#### fax

November 14, 2019

Carlos M. Hernandez

Dear Carlos,

It is my pleasure to inform you that the Board of Directors has approved a special retention award for you, which has been structured as follows:

Award Amount:        $1,750,000 USD total cash award

Retention Period:    November 14, 2019 through November 14, 2022

You will earn your retention award (a) if you remain continuously employed by the Company as stated above or (b) if your employment terminates prior to the above date due to (i) death, (ii) permanent and total disability, (iii) a Company-initiated termination other than on a for-cause basis, or (iv) a Qualifying Termination (as such term is defined in that certain Change in Control Agreement between you and the Company dated June 30, 2010). In the event your employment terminates prior to the date above for any reason other than stated above (including, without limitation, your voluntary termination or a termination for cause), then the retention award will be forfeited.

It is intended that the provisions of this Agreement comply with Section 409A of the U.S. Internal Revenue Code and with the exclusion from Section 409A deferred compensation for so-called short-term deferrals, and all provisions of this Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes and penalties under Section 409A.

Please indicate your acknowledgment of the terms of the letter by signing in the space provided and returning the letter to Executive Compensation for your employee records (email: ***@***). You should also retain a copy for your file.

Sincerely,

Agreed:

cc: Stacy Dillow, Karen Roberts