Exhibit 10.25


 


STOCK OPTION AGREEMENT


 


This
Stock Option 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 Stock Option Award (“Option”)
under the Fluor Corporation 2008 Executive Performance Incentive Plan (“Plan”).  This Option is intended not to be an
incentive stock option and therefore is not subject to the tax treatment
provided for under Section 422 of the Internal Revenue Code.


 


Section 1.                    AWARD SUBJECT TO PLAN


 


This
Stock Option 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.                    STOCK OPTION AWARD


 


The
Company hereby awards Grantee an Option to purchase shares of Company Common
Stock pursuant to this Agreement at a purchase price per share of [purchase
price], subject to the terms and conditions set forth herein and in the
Plan.  The Option may not be exercised in
whole or in part as of the Grant Date, and is exercisable only if and to the
extent provided in the following paragraphs and otherwise subject to and in
accordance with the Plan.


 


Section 3.                    VESTING AND EXPIRATION


 


[Vesting schedule will be
determined by the Organization and Compensation Committee.  Certain agreements provide for cliff vesting,
time vesting and/or acceleration upon the achievement of certain performance
targets or maintenance of a certain stock price for a certain period of
time.]  Subject to the provisions below,
the right to exercise the Option shall expire on [expiration date].


If
your employment with the Company or any of its subsidiaries terminates for any
reason other than death, retirement or 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, then as of the date of such termination this Option shall expire as to
any portion which has not then become exercisable.  If prior to the Option becoming exercisable
in full pursuant to the preceding paragraph, your employment with the Company
or any of its subsidiaries terminates by reason of your death, total and
permanent disability, as determined in accordance with applicable Company
personnel 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, then any portion of this Option which has yet to become exercisable
shall become immediately exercisable as set forth in the preceding
paragraph.  However, if prior to the
Option becoming exercisable in full pursuant to the preceding paragraph, you
retire from the Company and you deliver a signed non-competition agreement to
the Company in a form acceptable to the Company, then any portion of this
Option which has yet to become exercisable shall continue to vest and become
exercisable as set forth in the preceding paragraph.  Under all circumstances, any Option held less
than one year from date of grant will be forfeited.  To the extent that this Option is exercisable
after your termination of employment, after taking into account the vesting
provisions set forth in this paragraph, then following such termination of
employment this Option will expire on the earlier of (a) three (3) months
following your termination of


 

















 


employment,
if such termination occurred other than on account of death, retirement or
total and permanent disability, or your termination for any reason within two
years after a Change in Control of the Company; or (b) the third (3rd) anniversary of your final vest date, if such termination occurred on
account of your death, retirement or total and permanent disability, or your
termination within two years after a Change in Control of the Company.


 


Section 4.                    RESALE AND TRANSFER RESTRICTIONS


 


The
Company may impose such restrictions, conditions or limitations as it
determines appropriate as to the timing and manner of any re-sales by the
Grantee or other subsequent transfers by the Grantee of any shares of common
stock issued as a result of the exercise of this Option, including without
limitation (a) restrictions under an insider trading policy, (b) restrictions
designed to delay and/or coordinate the timing and manner of sales by Grantee
and other option holders and (c) restrictions as to the use of a specified
brokerage firm for such re-sales or other transfers.


 


Section 5.                    CONFIDENTIALITY


 


The
Agreement and the Option granted hereunder are conditioned upon Grantee not
disclosing this Agreement or said Option 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 exercise of said Option. 
If disclosure is made by Grantee to any other person not authorized by
the Company, this Agreement and said Option shall be null and void and all
Options otherwise granted hereunder to Grantee shall terminate.


 


Section 6.                    ENFORCEMENT


 


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


 


Section 7.                    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 will not be
permitted to exercise the Option 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]