Form of Cash-Settled Restricted Stock Unit Award Agreement

This Cash-Settled Restricted Stock Unit Award Agreement (“Agreement”) entered into by and between Tutor Perini Corporation (the “Company”) and the Grantee evidences the grant of the number of Cash-Settled Restricted Stock Units (“RSUs”) specified above (the “Award”), which Award is an Other Cash-Based Award granted under the Tutor Perini Corporation Omnibus Incentive Plan (as the same may be amended, the “Plan”). The Award represents a promise to pay to the Grantee a cash amount equal to the number of RSUs that vest hereunder multiplied by the per share closing price of the Company’s Common Stock (the “Stock”) on the applicable Vesting Date, subject to the restrictions and conditions set forth herein and in the Plan.

1.    Incorporation of Plan. Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.

2.    Acceptance of Award. The Grantee shall have no rights with respect to this Award unless he or she shall have accepted this Award by signing and delivering to the Company a copy of this Award Agreement on or before [•].

3.    Restrictions. Prior to the vesting of the RSUs as described in Paragraph 4, the Grantee shall have no rights in the RSUs except as specifically provided herein.

(a)    Voting Rights and Dividends. The Grantee shall have no voting rights with respect to the RSUs. Any dividends or other distributions paid on the Stock from the Award Date through the Vesting Date for the applicable RSUs shall accrue and shall be converted to additional RSUs based on the closing price of the Stock on any dividend distribution date, provided that such additional RSUs shall be subject to the same restrictions on transferability as are the RSUs with respect to which they were paid over the vesting period, and shall vest and be paid to the Grantee only to the extent (and at the same time) that underlying RSUs vest, and are settled.

(b)    Restrictions on Transfer. The RSUs granted pursuant to this Agreement may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated and any such attempt to transfer any RSU will not be honored.

(a)    Vesting. The RSUs shall vest in accordance with the following schedule. Upon the vesting of any RSUs, the restrictions and conditions in Paragraph 3 of this Agreement with respect to such RSUs shall lapse and such RSUs shall become payable to the Grantee in cash on or within 14 days following the applicable Vesting Date.

(b)    [Except as provided in Paragraph 4(c), the Grantee’s rights to RSUs granted hereunder that are not vested in accordance with the provisions of this Agreement shall automatically be forfeited, without the payment of any consideration therefor, upon the Grantee’s termination of employment, voluntarily or involuntarily, with the Company and its Subsidiaries for any reason (including death).]1

(c)    Change in Control. [Notwithstanding anything to the contrary in this Agreement, in the event of a termination of the Grantee’s employment by the Company without “Cause” (and not due to the Grantee’s death or disability) during the two-year period following a Change in Control, any unvested RSUs granted hereunder shall become immediately fully vested and shall be settled as soon as administratively practicable thereafter.]1

[As used herein, “Cause” means any of the following: (a) the Grantee’s material violation of Company policy that causes harm to the Company or its Subsidiaries; (b) the Grantee’s dishonesty, fraud, willful misconduct, breach of fiduciary duty, or conduct that constitutes conflict of interest; (c) the Grantee’s commission of a felony or the Grantee’s conviction (including any plea of guilty or nolo contendere) for any criminal act involving fraud, dishonesty, misappropriation or moral turpitude; (d) the Grantee’s material failure or refusal to perform his or her job duties in accordance with Company policies; or (e) other wrongful conduct by the Grantee of a similar nature and degree.]1

[As used herein, “Change in Control” means the consummation of a transaction or series of related transactions in which either: (a) one Person (or more than one Person acting as a group) acquires beneficial ownership of stock of the Company that, together with the stock held by such Person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company; (b) a majority of the members of the Board are replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the Board before the date of appointment or election; or (c) one Person (or more than one Person acting as a group), acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition) assets from the Company having a total gross fair market value equal to or more than 50% of the total gross fair market value of all the assets of the Company immediately before such acquisition. As used herein, “Person” means an individual, partnership, corporation, unincorporated organization, joint stock company, limited liability company, trust, joint venture or other legal entity, or a governmental agency or political subdivision thereof.]1

5.    Payment of RSUs. Upon the vesting of the RSUs as provided in Paragraph 4, the Grantee shall receive a cash payment equal to the number of RSUs vested multiplied by the per share closing price of one share of Stock on the applicable Vesting Date. The cash payment, less applicable taxes and withholdings, will be paid within 14 days following each vesting date.

6.    Miscellaneous.

(a)    Notice hereunder shall be given to the Company at its principal place of business. By accepting this Award, the Grantee expressly acknowledges and agrees that the Company may deliver information (including, without limitation, information required to be delivered to the Grantee pursuant to applicable securities laws) to the Grantee regarding the Company and the Subsidiaries, the Plan and the RSUs via Company web site or other electronic delivery.

(b)    This Agreement does not confer upon the Grantee any rights with respect to continuation of employment by the Company or any Subsidiary.

(c)    In the event of any conflict between this Agreement and the Plan, the Plan shall control.

(d)    This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, applied without regard to conflict of law principles.

I acknowledge I received a copy of the Plan. I represent that I have read and am familiar with this Agreement and the Plan's terms. By signing below, I accept the Award subject to all of the terms and provisions of this Agreement and of the Plan, as the Plan may be amended in accordance with its terms. I hereby accept as binding, conclusive, and final all decisions or interpretations of the Administrator concerning any questions arising under the Plan with respect to the Award.