Retirement and Release Agreement, effective October 11, 2019, between the registrant and Bruce A. Stanski

Bruce Stanski (“Employee”) and Fluor Enterprises, Inc. (“Company”) have reached the following Retirement and Release Agreement (“Agreement”) in connection with Employee’s retirement from the Company. In this Agreement, the term “Parties” refers to Employee and the Company.

A.     The Parties have mutually agreed that Employee will no longer serve as Executive Vice President for the Company effective October 11, 2019 and have agreed that Employee will provide non-executive services to the Company from October 11, 2019 through February 28, 2020 (“Transition Period”).

B.     The Parties have voluntarily agreed to enter into this Agreement which sets forth the complete understanding between Employee and Company regarding the commitments and obligations of the Parties.

In consideration of the foregoing premises and for other good and valuable consideration, the sufficiency and receipt of which are acknowledged, Company and Employee agree as follows:

Services from home, as reasonably directed by Carlos Hernandez or his designee. Employee’s continued employment during the Transition Period shall be at a level that results in a “separation from service” under the Fluor 409A Executive Deferred Compensation Program and for purposes of Section 409A of the Internal Revenue Code (the “Code”). During the Transition Period Employee shall be entitled to participate in all health, welfare, life insurance, disability and similar plans and programs generally available to U.S. based employees of the Company in accordance with the terms and conditions of such plans and programs, as amended from time to time. Time Off With Pay (“TOWP”) will not accrue during the Transition Period. Other than as expressly provided in this Agreement, Employee shall not be entitled to receive benefits generally provided by Company to executives or officers of the company, including but not limited to: perquisites, allowances, or severance payments under any severance policy or plan. Employee shall transfer any Company memberships held in his name to the Company no later than October 31, 2019. Additionally, for 2020, Employee shall not be entitled to participate in the Fluor 409A Executive Deferred Compensation Plan. The Parties also agree that the Change in Control Agreement between Fluor and the Employee, dated June 13, 2010, is hereby terminated with immediate effect.

(a)    Employee notifies the Company he has accepted employment elsewhere. Employee agrees that he shall notify the Company immediately upon acceptance of employment elsewhere during the Transition Period, which Employee understands and agrees will result in the termination of his employment with the Company. Upon such termination, Employee shall not continue to receive the payments and benefits set forth in Paragraph 1a. Employee shall instead receive a lump sum payment in an amount that is equal to the remaining base salary payments he would have received if Employee had remained employed during the entire Transition Period plus the payments and benefits set forth in Paragraphs 1b, 1c, and 1e, provided Employee complies with all other obligations set forth in this Agreement and signs and delivers to the Company the LTI Vesting/Forfeiture Agreement and the Supplemental Release without subsequently revoking it within the time period set forth therein. For clarity, and as set forth in Paragraph 1e, any RSU and VDI awards granted in 2019 shall be forfeited upon termination and shall not continue to vest.

(b) Employee breaches any of his obligations under this Agreement or fails to notify the Company he has accepted employment elsewhere. If Employee fails to provide the Services, breaches any obligation under this Agreement, or if Fluor independently determines that Employee has

accepted or began employment elsewhere during the Transition Period, Employee shall be immediately terminated as of such date and Employee shall not continue to receive the payments and benefits set forth in Paragraph 1a and shall not be eligible to receive the payment set forth in Paragraph 1c. Employee will instead receive a lump sum payment in an amount that is equal to the remaining base salary payments he would have received if Employee had remained employed during the entirety of the Transition Period, the payment set forth in Paragraph 1b, and the benefit set forth in Paragraph 1e, provided Employee complies with all other obligations set forth in this Agreement and Employee signs and delivers to the Company the LTI Vesting/Forfeiture Agreement and the Supplemental Release without subsequently revoking it within the time period set forth therein. For clarity, and as set forth in Paragraph 1e, any RSU and VDI awards granted in 2019 shall be forfeited upon termination and shall not continue to vest.

 

Company (or any of its current and former parent companies, subsidiaries, affiliates and related companies) other than those expressly set out in this Agreement.

compensation other than that expressly set forth herein pursuant to this Agreement, to which he becomes entitled as set forth herein.

Employee understands and agrees that such information has been divulged to him in confidence and he understands and agrees that he will keep such information secret and confidential unless disclosure is required by court order or otherwise by compulsion of law. In view of the nature of Employee’s employment, and the information and trade secrets

which Employee has received during the course of his employment, Employee also agrees that the Company would be irreparably harmed by any violation, or threatened violation of the agreements in this paragraph and that, therefore, the Company shall be entitled to injunctive relief, including any temporary restraining order, preliminary and/or permanent injunction prohibiting him from any violation or threatened violation of such agreements, without waiving any other rights or claims that the Company may have to pursue in law or equity. Employee understands and agrees that confidential information developed by him in the course of his employment by the Company shall be subject to the terms and conditions of this Agreement as if the Company furnished the same confidential information to Employee. As noted above in Paragraph 8, this Agreement does not limit Employee from providing any documents to any governmental agency, including the U.S. Securities and Exchange Commission, as part of a whistleblower action and/or a report of possible violations of any federal securities law.

Under the federal Defend Trade Secrets Act of 2016, Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigation a suspected violation of law; or (b) is made to Employee’s attorney in relation to a lawsuit for retaliation against Employee for reporting a suspected violation of law; or (c) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

inquiry or request for information is required by court order or compulsion of law, Employee will provide the Company with commercially reasonable adequate notice in advance of such proposed disclosure to enable the Company to be heard with respect to any such disclosure.

Employee shall notify:

Fluor Enterprises, Inc.

Attention: John Reynolds, Chief Legal Officer

6700 Las Colinas Blvd.

Irving, TX 75039

In the event of a material breach or threatened material breach of Paragraphs 14 and 15 the Company, in addition to its other remedies at law or in equity, shall be entitled to injunctive or other equitable relief in order to enforce or prevent any violations of such paragraphs.

together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A. Notwithstanding the foregoing, in the event that it is determined that the payments provided under Paragraph 1 of this Agreement are deferred compensation that are payable pursuant to a separation from service, then such payments will be delayed for six months in accordance with the six month delay rules applicable to the Company’s other nonqualified deferred compensation plans. Neither the Company nor its affiliates shall have any liability to Employee based in whole or in part on a failure to comply with the requirements of Section 409A.

Complete Release of Claims. In consideration for the payments and accommodations set forth in the Retirement and Release Agreement (the “Agreement”) to which this Exhibit 1 is attached, which are to be provided to me under the Agreement between me and Fluor Enterprises Inc. (the “Company”), to which I am not otherwise entitled and which are expressly conditioned on my signing the Agreement and each of the exhibits thereto, including this Supplemental Release and Waiver of Claims (this “Release of Claims”), and for other good and valuable consideration, the receipt and sufficiency of which I hereby acknowledge, on my own behalf and on behalf of my heirs, executors, administrators, beneficiaries, representatives, successors and assigns, and all others connected with or claiming through me, I hereby release and forever discharge the Company, and its current and former parent companies, subsidiaries, affiliated companies, related companies and joint ventures and each of their respective current and former officers, directors, board members, shareholders, affiliates and controlling person(s) (if any), employees, attorneys, representatives, predecessors, successors, assigns, divisions, co-employers, vendors, contractors and all other persons acting by, through, under, or in concert with any of them (collectively “Releasees”) from any and all claims, charges, complaints, lawsuits, liabilities, obligations, promises, agreements, damages, actions, causes of action, rights, demands, costs, losses, debts and expenses, injuries and grievances of any and every kind. Said release includes, but is not limited to, a full release of any and all claims for punitive damages, attorneys’ fees, injunctive relief, declaratory relief, equitable relief, loss of wages, loss of other employment, back pay, front pay, notice pay, severance pay, liquidated damages, compensatory damages, personal injury, emotional distress, mental anguish, libel, slander, defamation, vacation pay, sick pay, pension contributions or benefits, medical or health benefits, short or long term disability benefits, and any other employee benefits; and any and all claims and demands of any other kind and nature whatsoever, foreseen, unforeseen, or unforeseeable, now known or which may hereafter be discovered relating to his employment with and/or the cessation of his employment with the Company, or to any event, act or omission that has occurred as of the date this Agreement is executed, and includes, but is not limited to, to the fullest extent allowed by law, all liability arising from:

•    Title VII of the Civil Rights Acts of 1964;

•    the Americans with Disabilities Act of 1990;

•    the Family and Medical Leave Act;

•    Genetic Information Nondiscrimination Act of 2008

•    the Fair Labor Standards Act;

•    Sections 1981 through 1988 of Title 42 of the United States Code;

•    the Age Discrimination in Employment Act of 1967;

•    the Older Workers Benefit and Protection Act of 1990;

•    the Uniformed Services Employment and Reemployment Act of 1994;

•    the Employee Retirement Income Security Act of 1974;

•    the Health Insurance Portability and Accountability Act;

•    the Occupational and Safety Health Act of 1970;

•    the Worker Adjustment and Retraining Notification Act;

•    the Equal Pay Act;

•    Executive Orders 11246 and 11141;

•    the Rehabilitation Act of 1973;

•    any and all claims arising under state or federal common law;

•    any and all claims arising under any other law;

•    any claims for attorneys’ fees or costs.

I understand that nothing contained in this Release of Claims shall be construed to prohibit me from filing a charge, complaint or inquiry with any governmental agency or from participating in a proceeding before any governmental agency responsible for the enforcement of any local, state or federal law; provided, however, that I hereby agree to waive my right to recover monetary damages or other individual relief in any such charge, complaint or lawsuit filed by me or by anyone else on my behalf, except for monetary awards received from a government-administered whistleblower award program under which I provided information directly to a government agency. I further understand that nothing contained in this Release of Claims shall be construed to limit, restrict or in any other way affect my communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to such governmental agency or entity without prior notice to the Company, and that nothing in this Release of Claims prohibits me from fully participating in any whistleblower programs, including the right to receive an incentive award authorized under federal statute or regulation for information provided to the Securities and Exchange Commission or any other federal regulatory or law enforcement agency.

Review and revocation period. I understand that the Release of Claims set forth above includes a waiver of rights and claims under the Age Discrimination in Employment Act of 1967 (Title 29, United States Code, Section 629, et. Seq.) (“ADEA”). I understand that I must sign this Release of Claims, if at all, within twenty-one (21) days of my last day of employment, and in no event prior to the date that my employment with the Company terminates. I acknowledge that this Release of Claims creates legally binding obligations,

and that the Company has advised me to consult an attorney before signing it. In signing this Release of Claims, I give the Company assurance that I have signed it voluntarily and with a full understanding of its terms; that I have had sufficient opportunity of not less than twenty-one (21) days before signing this Release of Claims to consider its terms and to consult with an attorney, if I wished to do so; and that I have not relied on any promises or representations, express or implied, that are not set forth expressly in this Release of Claims.

I understand that I will have seven (7) days after signing this Release of Claims to revoke my signature, and that, if I intend to revoke my signature, I must do so in writing addressed and delivered to Stacy Dillow, Chief Human Resources Officer, 6700 Las Colinas Blvd., Irving, Texas 75039 prior to the end of the seven (7)-day revocation period. I understand that this Release of Claims will become effective upon the eighth (8th) day following the date that I sign it, provided that I do not revoke my acceptance in accordance with the immediately preceding sentence.

Non-release of Future Claims. I understand this Release of Claims does not waive or release any rights or claims that I may have under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964 or the Americans with Disabilities Act which arise after the date I sign this Release. In addition, I understand and agree that this Release of Claims does not include any claims I may have against the Company for its failure to comply with any provision of this Agreement.

Release Inapplicable to Certain Benefits. I understand this Release of Claims does not include a release of my right, if any, to either: (i) compensation that has already been deferred under the 409A Executive Deferred Compensation Program; or (ii) retirement benefits under the terms of the Company’s standard retirement plans and programs.

This Long Term Incentives Vesting/Forfeiture Agreement (the “LTI Vesting/Forfeiture Agreement”) is between Fluor Enterprises, Inc. (the “Company”) and Bruce Stanski (the “Employee”).

Whereas Employee shall either retire from the Company on or about March 1, 2020 (the “Retirement Date”) or be terminated before February 28, 2020 (“Termination Date”) as per the terms set forth in the Retirement and Release Agreement to which this Exhibit 2 is attached (“Retirement and Release Agreement”); and

Whereas Employee desires to have certain outstanding grants of unvested non-qualified stock options, restricted stock units and value driver incentives (“Long Term Incentives”) vest; and

Whereas such Long Term Incentives have certain vesting restrictions when an Employee separates their employment from the Company in connection with retirement;

NOW, THEREFORE, for good and valuable consideration, Employee and the Company hereby agree to the following terms and conditions:

operations. The foregoing obligations shall not be deemed to prohibit Employee from being an owner of less than 5% of the outstanding stock of any class of a corporation which is publicly traded, so long as Employee has no active participation in the business of such corporation. Additionally, Detrimental Activity shall also include personally soliciting or participating in or assisting in any way in the solicitation of any other employees of the Company or of any of its affiliates for a period of one year from the Termination Date or Retirement Date. Employee agrees that Detrimental Activity shall also include failure to return the Company’s property; however, Employee understands he is not limited from providing any documents to any governmental agency, including the U.S. Securities and Exchange Commission, as part of a whistleblower action and/or a report of possible violations of any federal securities law as stated in Paragraph 8 of the Retirement and Release Agreement. Employee may request the written consent of the Chief Human Resources Officer of the Company for any other exceptions to this LTI Vesting/Forfeiture Agreement that he wants the Company to consider, which may or may not be granted.

of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions in this agreement (without posting a bond or other security).