[Fluor Letterhead]

EX-10.34 4 a2202070zex-10_34.htm EX-10.34

Exhibit 10.34


[Fluor Letterhead]


August 5, 2010


Mr. Mike Steuert

2032 Bantry Drive

Roanoke, TX 76262


Dear Mike:


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


Award Amount:


$375,000 total award value which is granted in restricted stock units (RSUs) as of August 4, 2010 at the Fluor stock closing price on that day of $49.22.




Retention Period:


August 4, 2010 through June 1, 2012.




Retention Agreement:


7,619 Restricted Stock Units will vest on June 1, 2012 subject to the successful fulfillment of your responsibilities as Chief Financial Officer during the Retention Period and according to the terms and conditions set forth in the attached Restricted Stock Unit Agreement (Attachment I).


Please indicate your acknowledgment of the terms of the letter by signing in the space provided and returning the original to Executive Compensation.  You should also retain a copy for your file.


If you should have any questions, please call me at ###-###-#### or Richard Fine at ###-###-####.








/s/ Alan L. Boeckmann



Alan L. Boeckmann









Agreed by:









/s/ D. Michael Steuert



Mike Steuert















This Restricted Stock Unit Agreement (“Agreement”) entered into as of August 4, 2010 (the “Grant Date”), by and between Fluor Corporation, a Delaware corporation (the “Company”), and Mike Steuert (“Grantee”) evidences the grant to Grantee of a Stock Unit Award (“RSU Award”) under the Fluor Corporation 2008 Executive Performance Incentive Plan (“Plan”).  Capitalized terms used in this Agreement and not defined herein have the meaning set forth in the Plan.


Section 1.                                          AWARD SUBJECT TO PLAN


This RSU Award is made subject to all of the terms and conditions of the Plan, including any terms, rules or determinations made by the Committee, pursuant to its administrative authority under the Plan and such further terms as are set forth in the Plan that are applicable to awards thereunder, including without limitation provisions on adjustment of awards, non-transferability, satisfaction of tax requirements and compliance with other laws.


Section 2.                                          RESTRICTED STOCK UNIT AWARD


The Company hereby awards Grantee a right to receive 7,619 shares of Company common stock (“Shares”) pursuant to this RSU Award, subject to the terms and conditions set forth herein.  Subject to the provisions of Section 3 and Section 4 hereof, upon the issuance to Grantee of Shares hereunder, Grantee shall receive cash in amounts equivalent to dividends or distribution paid or made by the Company with respect to an equivalent number of common shares.


Section 3.                                          RESTRICTIONS ON SALE OR OTHER TRANSFER


Each restricted stock unit (“RSU”) awarded to Grantee pursuant to this Agreement shall be subject to forfeiture to the Company and each RSU may not be sold or otherwise transferred except pursuant to the following provisions:


(a)                                  The RSUs shall be held in book entry form by the Company until (1) the restrictions set forth herein lapse in accordance with the provisions of Section 4, at which time the RSUs will be converted to shares of Company common stock, or (2) until the RSUs are forfeited pursuant to Section 3(c) hereof.


(b)                                 No such RSUs may be sold, transferred or otherwise alienated or hypothecated so long as such RSUs are subject to the restrictions provided for in this Agreement.


(c)                                  Upon your termination of employment with the Company or its subsidiaries for any reason other than those which result in a lapse of restrictions pursuant to Section 4(a)(3), then any such Shares subject to such RSUs as to which the foregoing restrictions have yet to lapse pursuant to Section 4, shall be forfeited by you and acquired by the Company at no cost to the Company on the date of such termination of employment.


Section 4.                                          LAPSE OF RESTRICTIONS


(a)                                  The restrictions set forth in Section 3 hereof shall lapse (provided that such RSUs have not previously been forfeited pursuant to the provisions Section 3(c) hereof) with respect to the number of RSUs determined as specified below upon the occurrence of any of the following events (any such event, a “Vest Date”):


(1)                                  None of the restrictions upon the RSU subject to this RSU Award shall lapse unless and until the Company meets the performance goal of $294,100,000 net earnings for the fiscal year ending 2010 as adjusted by the Committee in its sole discretion to exclude the following events: (i) changes in accounting principles, (ii) accruals for reorganization and restructuring programs, (iii) extraordinary items as determined for financial statement purposes; and (iv) any special disposition of assets affecting operating cash flow.


(2)                                  The RSUs subject to this RSU Award shall vest and restrictions lapse on June 1, 2012, provided that Grantee’s employment with the Company has not terminated on or before such date.


(3)                                  Notwithstanding the foregoing, the restrictions set forth in Section 3 hereof shall lapse immediately (provided that such RSUs have not previously been forfeited pursuant to the provisions of Section 3(c) hereof) as set forth in the foregoing paragraph with respect to all RSUs which remain subject to the foregoing restrictions, if prior to June 1, 2012, the employment of the Grantee by the Company or its subsidiaries is terminated on account of death, Disability or a Qualifying Termination within two (2) years following a Change of Control of the Company as determined by the Committee in accordance with the Plan. In the event of Grantee’s Retirement from the Company, the restrictions set forth in Section 3 hereof shall continue to lapse (provided that such RSUs have not previously been forfeited pursuant to the provisions of Section 3 (c) hereof) as set forth in Section 4(a)(2) hereof with respect to all RSUs which remain restricted, if prior to June 1, 2012, the Grantee Retires and delivers a signed non-competition agreement in a form acceptable to the Company.  However, under all circumstances, any RSUs held less than one year from date of grant will be forfeited.  Nothing in the Plan or this Option confers any right of continuing employment with the Company or its subsidiaries.




For purposes of this Agreement, “Retirement” means your retirement as determined in accordance with applicable Company personnel policies and the Plan policies, and with the consent of the Executive Committee of the Board of Directors.  For purposes of this Agreement, “Disability” means your disability as determined in accordance with applicable Company personnel policies and the Plan policies.  The term “Qualifying Termination” means your involuntary termination of employment by the Company without Cause or your resignation for Good Reason.  For this purpose, “Cause” means your dishonesty, fraud, willful misconduct, breach of fiduciary duty, conflict of interest, commission of a felony, material failure or refusal to perform your job duties in accordance with Company policies, a material violation of Company policy that ca uses harm to the Company or its subsidiaries or other wrongful conduct of a similar nature and degree and “Good Reason” means a material diminution of your compensation (including, without limitation, base compensation, annual bonus opportunities, and/or equity incentive compensation opportunities), a material diminution of your authority, duties or responsibilities, a material diminution in the authority, duties or responsibilities of the supervisor to whom you are required to report or a material diminution of the budget over which you retain authority.


(b)                                 No RSUs shall be vested and converted to Shares and delivered to the Grantee or Grantee’s legal representative as herein above provided unless and until the statutory amount of federal, state or local tax withholding or other employment tax obligations the Company determines is or may be required under applicable tax laws or regulations in connection with the taxable income resulting from the lapse of the restrictions set forth in Section 3 (the “Tax Withholding Obligation”) has been withheld or paid pursuant to Section 5.


Section 5.                                          TAX WITHHOLDING


(a)                                  Upon the lapse of the restrictions applicable to the RSU Award on a Vest Date, the RSUs will be converted to Shares and you will recognize ordinary income.  Your acceptance of this RSU Award shall constitute your instruction to the Company to withhold a whole number of Shares as the Company determines to be appropriate to equal an amount sufficient to satisfy your Tax Withholding Obligation.  The closing price at which the Company’s common stock is sold on the New York Stock Exchange on the Vest Date (the “Fair Market Value”) will be used to calculate the amount of taxable income and the Tax Withholding Obligation due to the lapse of the restrictions on the Vest Date. The Tax Withholding Obligation on the Vest Date will be divided by the Fair Market Value on the Vest Date and rounded up to the nearest whole number to determine how many Shares will be withheld by the Company to pay your Tax Withholding Obligation. The remaining Shares will be delivered to you. To the extent that rounding causes the Fair Market Value of the Shares withheld to exceed your Tax Withholding Obligation, the Company agrees to apply any such excess to your federal income tax.


(b)                                 Regardless of any action the Company takes with respect to any or all tax withholding obligations that arise with respect to the RSU Award, you shall remain ultimately liable and responsible for all such taxes.


Section 6.                                          CONFIDENTIALITY; NO RIGHT TO CONTINUING EMPLOYMENT


This Agreement and the receipt of any RSUs hereunder are conditioned upon Grantee not disclosing this Agreement or said receipt to anyone other than Grantee’s spouse or financial advisor or senior management of the Company or senior members of the Company’s Legal Services, and Executive Services departments during the period prior to the lapse of the restrictions hereunder. If disclosure is made by Grantee to any other person not authorized by the Company, Grantee hereby agrees to forfeit any RSUs received hereunder and to surrender to the Company said Shares. Nothing in the Plan or this Agreement confers any right to continuing employment with the Company or its subsidiaries.


Section 7.                                          ENFORCEMENT


This Agreement shall be construed, administered and enforced in accordance with the laws of the State of Delaware.


Section 8.                                          EXECUTION OF AWARD AGREEMENT


Please acknowledge your acceptance of the terms of this Agreement by electronically signing this Agreement. If you have not electronically signed this Agreement within two (2) months, the Company is not obligated to provide you any benefit hereunder and may refuse to issue shares to you under this Agreement.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first herein above written.











/s/ Alan L. Boeckmann






Alan L. Boeckmann



Chairman and Chief Executive Officer