Exhibit 10.27


 


NON-U.S. STOCK GROWTH INCENTIVE AWARD AGREEMENT


 


This
Non-U.S. Stock Growth 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 Non-U.S. Stock Growth Incentive Award (the “Award”) by
the Committee under the Fluor Corporation 2008 Executive Performance Incentive
Plan (the “Plan”).


 


Section 1.               AWARD SUBJECT TO PLAN


 


Your
Non-U.S. Stock Growth Incentive Award is made subject to all of the terms and
conditions of this Agreement and the Plan, a copy of which is available by
request, 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.               TARGET, VALUE OF AWARD AND EARNOUT
PERIOD


 


Your
Non-U.S. Stock Growth Incentive Award target amount is [dollar amount of award],
which becomes earned based on quarterly stock performance over a [period of
years as determined by the Organization and Compensation Committee] at a rate
of:


 


a)              [Vesting and
payment schedule to be determined by the Organization and Compensation
Committee.]


 


Quarterly
stock performance will be measured based on the percentage increase or decrease
from the last New York Stock Exchange (“NYSE”) trading day of each previous
quarter to the last NYSE trading day of each current quarter applied to the
total remaining earned balance each quarter within each fiscal year  of the Award earnout period.


 


Section 3.               CONTINUED EMPLOYMENT AND AWARD
PAYMENT


 


If
your employment with the Company or any of its subsidiaries terminates for any
reason other than death, retirement, 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 Award shall expire as to any
portion which has not then become payable. 
If prior to the Award becoming payable 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 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 any portion of this Award which has yet to become payable shall
become immediately payable as set forth in the preceding paragraph.  However, if prior to the Award becoming
payable 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 Award which has yet to
become payable shall continue to be paid as set forth in Section 2.  Under all circumstances, any Award held less
than one year from date of grant will be forfeited.


 

















 


Section 4.               CONFIDENTIALITY


 


The
Agreement and the Award hereunder are conditioned upon Grantee not disclosing
this Agreement or said Award 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 Compensation Services departments during the
period prior to the full payment of the Award. 
If disclosure is made by Grantee to any other person not authorized by
the Company, this Agreement and said Award shall be null and void and all
Awards otherwise granted hereunder to Grantee shall terminate.


 


Section 5.               ENFORCEMENT


 


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


 


Section 6.               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