Exhibit 10.24


 


VALUE DRIVER INCENTIVE AWARD AGREEMENT


 


This
Value Driver Incentive Award Agreement (“Agreement”) entered into as of [date
of grant], by and between Fluor Corporation, a Delaware corporation (the “Company”),
and [name of recipient] (“Grantee” or “you”) evidences and confirms the
following Value Driver Incentive Award (“VDI Award”) by the Committee under the
Fluor Corporation 2008 Executive Performance Incentive Plan (the “Plan”).


 


Section 1.                    AWARD SUBJECT TO PLAN


 


Your
VDI Award is made subject to all of the terms and conditions of this Agreement
and the Plan, a copy of which is provided to Grantee herewith, 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.                    MEASURE DEFINITIONS


 


Your
VDI Award target is comprised of [performance measures — to be determined by
the Organization and Compensation Committee. 
The Plan details what measures can be used for programs granted under
the Plan.  It may include performance
criteria such as net earnings, new awards (dollars), new awards (percentage),
new awards gross margin (dollars), new awards gross margin (percentage) and/or
others as defined in the Plan].


 


Section 3.                    PERFORMANCE TARGET AND VALUE OF AWARD


 


Your
VDI Award target amount is [dollar value of award] calculated on the basis of
[calculation based on percentage weighting of each measure over the number of
years determined by the Organization and Compensation Committee].


 


If
[performance measure] for the Performance Period is:


 


(a)          less
than [insert value], you will not be eligible to receive any amount of this
portion of your target amount.


 


[Additional
ranges and amounts may be included]


 


(b)         greater
than [insert value], you will be eligible to receive 200% of this portion of
your target amount.


 


[Additional
measures, ranges and amounts may be included]


 


Section 4.                    RETENTION PERIOD AND PAYOUT


 


The
period commencing [retention period start and end dates] shall be the “Retention
Period”. The VDI Award shall be earned and shall [vesting period and payment
dates — determined by the Organization and Compensation Committee] subject to
the employment requirements contained in Section 5 hereof. Actual payments
of each part of the VDI Award, if earned and vested, shall be made in cash no
later than 90 days after the beginning of the year in which such amounts are
deemed earned and vested.


 

















 


Section 5.                    CONTINUED EMPLOYMENT


 


Payment
of each part of  the VDI Award is
conditioned upon you remaining in the employment of the Company or its
subsidiaries for the Retention Period. 
You will forfeit your right to receive any part of the VDI Award which
has not become earned and vested if your employment terminates for any reason
(including retirement) at any time prior to the end of the Retention Period
other than termination on account of death or permanent and [total] disability,
as determined in accordance with applicable Company personnel policies, or
termination within two years after a Change of Control of the Company.  If your employment terminates during the
Retention Period as a result of death or permanent and [total] disability or
within two years after a Change of Control of the Company, the VDI Award shall
become earned, vested and payable in accordance with its terms, notwithstanding
such termination.  Nothing in the Plan or
this VDI Award confers any right of continuing employment with the Company or
its subsidiaries.


 


Section 6.                    CONFIDENTIALITY


 


This
Agreement and the VDI Award granted hereunder are conditioned upon Grantee not
disclosing this Agreement to anyone other than Grantee’s spouse, confidential
financial advisors, senior management of the Company or members of the Company’s
Legal Services, Tax, Human Resources, and Executive Compensation Services
departments.  If unauthorized disclosure
is made to any other person, this Award shall be forfeited.


 


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 signing the
original of this Agreement and returning it to the Executive Compensation
Services department.  If you have not
signed and returned this Agreement within one month, the Company is not
obligated to provide you any benefit hereunder and may refuse to make any payouts
to you under this Agreement.


 


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


 


 


	
   

  	
  FLUOR
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
  [Name]

  
	
   

  	
   

  	
  [Title]

  
	
   

  	
   

  
	
  Please Sign Here 

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Grantee