Exhibit 10.27


 


[Fluor Letterhead]


 


March 5,
2007


 


Mr. Kirk
D. Grimes


5209
Creekpoint Drive


Plano,
TX 75093


 


Dear
Kirk:


 


It is my pleasure to inform you
that I have approved a special retention award for you which has been
structured as follows:


 


	
  Award
  Amount:

  	
   

  	
  US$500,000
  total cash award. (This award is not deferrable.)

  
	
   

  	
   

  	
   

  
	
  Retention
  Period:

  	
   

  	
  March 5,
  2007 through March 6, 2009.

  
	
   

  	
   

  	
   

  
	
  Retention
  Agreement:

  	
   

  	
  US$500,000
  or 100% of the award will be earned and payable March 7, 2009 contingent
  upon completion of continuous employment through the retention period.

  



 


You will
earn your retention award (a) if you remain continuously employed by the
Company as stated above or (b) if your employment terminates prior to the
above date due to (i) death, (ii) permanent and total disability, (iii) a
Company-initiated termination other than on a for-cause basis or (iv) a
Company initiated termination following a Change of Control.  If in the event your employment terminates
prior to the earnout date for any reason other than stated above (including,
without limitation, your voluntary termination or a termination for cause),
then the retention award will be forfeited.


 


For
purposes hereof, the term “Change of Control” shall be deemed to have occurred
if, (a) 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 25%
or more of the votes that may be cast for the election of directors of the
Company or (b) as a result of any cash tender or exchange offer, merger or
other business combination, or any combination of the preceding (a “transaction”),
the persons who are the directors of the Company before the transaction shall
cease to constitute a majority of the Board of Directors of the Company or any
successor thereto.


 


At the
conclusion of the retention period, if a company initiated termination takes
place other than on a for cause basis, you will be put on an unpaid leave of
absence until June 30, 2010, which is the date you will be eligible for
early retirement.


 


You
expressly agree to maintain strict confidentiality of this retention
award.  You may not disclose this
agreement to anyone other than your spouse or confidential financial advisor,
senior management of the Company and Executive Compensation Services.  If disclosure is made to any other person,
this award shall be forfeited.


 

















 


Please
indicate your acknowledgment of the terms of the letter by signing in the space
provided and returning the original to Executive Compensation Services in the
enclosed envelope for your employee records. 
You should also retain a copy for your file.


 


If
you should have any questions, please give me a call at 469.398.7171 or Lisa
Schlepp, Executive Director, Human Resources at 469.398.7101.


 


	
  Sincerely,

  	
   

  
	
   

  	
   

  
	
  /s/
  H. Steven Gilbert

  	
   

  
	
   

  	
   

  
	
  H.
  Steven Gilbert

  	
   

  
	
  Senior
  Vice President,

  	
   

  
	
  Human
  Resources and Administration

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Agreed
  by:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/
  Kirk D. Grimes

  	
   

  	
  March 5, 2007

  
	
  Kirk D. Grimes

  	
   

  	
  Date

  



 


 


HSG:cgn


 


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