1988 Fluor Executive Stock Plan

EXHIBIT 10.13


FLUOR CORPORATION


1988 FLUOR EXECUTIVE STOCK PLAN


AS AMENDED AND RESTATED


EFFECTIVE DECEMBER 6, 1994


TABLE OF CONTENTS


ARTICLE I......................................................... 1 Sec. 1.1 DEFINITIONS......................................... 1


ARTICLE II........................................................ 3 Sec. 2.1 NAME................................................ 3 Sec. 2.2 PURPOSE............................................. 3 Sec. 2.3 EFFECTIVE DATE...................................... 4 Sec. 2.4 LIMITATIONS......................................... 4 Sec. 2.5 OPTIONS, AWARDS AND RIGHTS GRANTED UNDER PLAN....... 4


ARTICLE III....................................................... 5 Sec. 3.1 ELIGIBILITY......................................... 5


ARTICLE IV........................................................ 5 Sec. 4.1 DUTIES AND POWERS OF COMMITTEE...................... 5 Sec. 4.2 MAJORITY RULE....................................... 5 Sec. 4.3 COMPANY ASSISTANCE.................................. 5


ARTICLE V......................................................... 6 Sec. 5.1 OPTION GRANT AND AGREEMENT.......................... 6 Sec. 5.2 PARTICIPATION LIMITATION............................ 6 Sec. 5.3 OPTION PRICE........................................ 6 Sec. 5.4 OPTION PERIOD....................................... 6 Sec. 5.5 OPTION EXERCISE..................................... 6 Sec. 5.6 NONTRANSFERABILITY OF OPTION........................ 7 Sec. 5.7 EFFECT OF DEATH OR OTHER TERMINATION OF EMPLOYMENT.. 7 Sec. 5.8 RIGHTS AS STOCKHOLDER............................... 9


ARTICLE VI........................................................ 9 Sec. 6.1 AWARD GRANT AND RESTRICTED STOCK AGREEMENT.......... 9 Sec. 6.2 CONSIDERATION FOR ISSUANCE.......................... 9 Sec. 6.3 RESTRICTIONS ON SALE OR OTHER TRANSFER.............. 10 Sec. 6.4 LAPSE OF RESTRICTIONS............................... 10 Sec. 6.5 RIGHTS AS STOCKHOLDER............................... 10


ARTICLE VII....................................................... 11 Sec. 7.1 STOCK CERTIFICATES.................................. 11


ARTICLE VIII...................................................... 11 Sec. 8.1 RIGHTS GRANTS AND AGREEMENTS........................ 11 Sec. 8.2 RIGHTS PERIOD....................................... 13 Sec. 8.3 RIGHTS EXERCISE..................................... 13 Sec. 8.4 NONTRANSFERABILITY OF RIGHTS........................ 13


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TABLE OF CONTENTS


Sec. 8.5 EFFECT OF DEATH OR OTHER TERMINATION OF EMPLOYMENT.. 13 Sec. 8.6 NO RIGHTS AS STOCKHOLDER............................ 15


ARTICLE IX........................................................ 15 Sec. 9.1 STOCK PAYMENT....................................... 15


ARTICLE X......................................................... 15 Sec. 10.1 TERMINATION, AMENDMENT AND MODIFICATION OF PLAN..... 15


ARTICLE XI........................................................ 16 Sec. 11.1 ADJUSTMENT PROVISIONS............................... 16 Sec. 11.2 CONTINUATION OF EMPLOYMENT.......................... 16 Sec. 11.3 COMPLIANCE WITH GOVERNMENT REGULATIONS.............. 16 Sec. 11.4 PRIVILEGES OF STOCK OWNERSHIP....................... 17 Sec. 11.5 WITHHOLDING......................................... 17 Sec. 11.6 NONTRANSFERABILITY.................................. 17 Sec. 11.7 OTHER COMPENSATION PLANS............................ 17 Sec. 11.8 PLAN BINDING ON SUCCESSORS.......................... 17 Sec. 11.9 SINGULAR, PLURAL; GENDER............................ 17 Sec. 11.10 HEADINGS, ETC., NO PART OF PLAN..................... 18


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ARTICLE I
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


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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) "Grantee" shall mean an Eligible Employee to whom Rights have been
granted hereunder.


(m) "Incentive Stock Option" shall mean an incentive stock option, as
defined under Section 422A of the Code and the regulations thereunder
to purchase Stock.


(n) "Nonqualified Stock Option" shall mean a stock option other than an
Incentive Stock Option to purchase Stock.


(o) "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.


(p) "Optionee" shall mean an Eligible Employee to whom an Option has been
granted hereunder.


(q) "Plan" shall mean the 1988 Fluor Executive Stock Plan, the current
terms of which are set forth herein.


(r) "Prior Plans" shall mean the 1971 Fluor Stock Option Plan, the 1977
Fluor Executive Stock Plan, the 1981 Fluor Executive Stock Plan and
the 1982 Fluor Executive Stock Option Plan.


(s) "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.


(t) "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.


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(u) "Restricted Stock Agreement" shall mean the agreement between the
Company and the Awardee with respect to Restricted Stock awarded
hereunder.


(v) "Rights" shall mean Stock Appreciation Rights granted as provided
herein.


(w) "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.


(x) "Stock Appreciation Right" or "Right" shall mean a right granted
pursuant to Article VIII hereof to receive a number of shares of Stock
or, in the discretion of the Committee, an amount of cash or a
combination of shares and cash, based on the increase in the Fair
Market Value of the shares subject to the Right.


(y) "Stock Appreciation Rights Agreement" shall mean the agreement between
the Company and the Grantee evidencing the grant of Rights as provided
herein.


(z) "Stock Option Agreement" shall mean the agreement between the Company
and the Optionee under which the Optionee may purchase Stock
hereunder.


(aa) "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.


(bb) "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.


(cc) "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 "1988 Fluor Executive Stock Plan".


Sec. 2.2 PURPOSE
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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


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increase their proprietary interest in the Company by the grant to such employees of Options, Awards or Rights under the terms set forth herein. By thus encouraging such employees to become owners of Company shares and by granting such employees with a form of cash incentive compensation which is measured by the increase in market value 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 11.1 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, or reflected in grants of Stock Appreciation Rights shall not exceed the sum of (a) 5,500,000 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. No Eligible Employee may receive more than fifteen percent (15%) of the aggregate number of shares of Stock which may be issued as Awards, subject to Options or issued pursuant to the exercise of Options or reflected in grants of Stock Appreciation Rights.


Sec. 2.5 OPTIONS, AWARDS AND RIGHTS 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 and shares of Stock reflected in a Stock Appreciation Right, to the extent that such Right has become exercisable, shall not again be available for Option, Award or Rights grant hereunder. If Options or Rights 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, Awards or Rights may be granted hereunder covering the number of shares to which such Option or Rights expiration or termination or Restricted Stock acquisition relates.


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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. The Committee may grant Options, Awards or Rights 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, Rights or Awards may be granted, the number of shares of Stock to be subject to each Option or Award, the number of Rights to be awarded and the period for the exercise of such Option or Rights 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, Stock Appreciation Rights 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.


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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.


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 ...