Exhibit 10.26


 


RESTRICTED STOCK UNIT AGREEMENT


 


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


 


Section 2.                    RESTRICTED STOCK UNIT AWARD


 


The
Company hereby awards Grantee a right to receive Shares of Company common stock
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 RSUs 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
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 with the Company’s transfer
agent until 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 until the Shares are forfeited pursuant to paragraph
(c) of this Section 3.


 


(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(b)(2), then any 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)          [Performance criteria may be included for
certain recipients at the discretion of the Organization and Compensation
Committee.]


 

















 


(b)         The restrictions set forth in Section 3
hereof shall lapse (provided that such RSUs have not previously been forfeited
pursuant to the provisions of paragraph (c) of Section 3 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)   [Vesting schedule to be determined by the
Organization and Compensation Committee. 
Certain agreements provide for cliff vesting, gradual vesting and/or
long term “retirement” shares.]


 


(2)   Notwithstanding the foregoing, the
restrictions set forth in Section 3 hereof shall lapse immediately
(provided that such Shares have not previously been forfeited pursuant to the
provisions of paragraph (c) of Section 3 hereof) as set forth in the
foregoing paragraph with respect to all RSUs which remain subject to the
foregoing restrictions, if prior to [last vesting date], the employment of the
Grantee by the Company or its subsidiaries is terminated on account of death,
total and permanent disability as determined in accordance with applicable
Company personnel policies and the Plan policies or for any reason within two
years following a Change in Control of the Company as determined by the
Committee occurs 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 paragraph
(c) of Section 3 hereof) as set forth in the Paragraph 4(b)(1) with
respect to all RSUs which remain restricted, if prior to [last vesting date],
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.


 


(c)   No RSUs shall be delivered to or RSUs shall
be vested and converted to shares of Company  
common stock in the account for 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)   Your acceptance of this RSU Award shall
constitute your instruction to the Company to withhold or convert on your
behalf a whole number of RSUs from those RSUs being converted to shares of
Company common stock with restrictions lapsing on a Vest Date as the Company
determines to be appropriate to equal an amount sufficient to satisfy your Tax Withholding
Obligation.  If RSUs are withheld by the
Company, the closing price per RSU at which Fluor’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 RSUs will be withheld by the
Company to pay your Tax Withholding Obligation. 
The remaining RSUs will be converted to shares of Fluor common stock and
delivered to you.  To the extent that
rounding causes the Fair Market Value of the RSUs 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, the Company is not obligated to provide
you any benefit hereunder and may refuse to issue shares to you under this
Agreement.  The Grantee’s
Restricted Stock will not vest until the Agreement is electronically signed.


 


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


 


 


	
   

  	
  FLUOR
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
  [Name]

  
	
   

  	
   

  	
  [Title]