Exhibit 10.29


 


FORM OF RESTRICTED
STOCK UNIT AGREEMENT


 


This
Restricted Stock Unit 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 Unit Award (“RSU Award”)
under the Fluor Corporation 2008 Executive Performance Incentive Plan (“Plan”).  Capitalized
terms used in this Agreement and not defined herein have the meaning set forth
in the 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,
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.


 


Section 2.              RESTRICTED
STOCK UNIT AWARD


 


The
Company hereby awards Grantee a right to receive shares of Company common stock
(“Shares”) 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 Shares 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
restricted stock unit (“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
by the Company until (1) 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 (2) until the RSUs are
forfeited pursuant to Section 3(c) hereof.


 


(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 Shares
subject to 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.


 


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Section 4.              LAPSE
OF RESTRICTIONS


 


(a)           [Performance
criteria may be included for certain recipients at the discretion of the
Committee. The performance period typically will be one year and in all
cases satisfaction of the performance criteria is required to be eligible for
settlement of the RSUs].


 


(b)           The restrictions set forth in Section 3
hereof shall lapse (provided that such RSUs have not previously been forfeited
pursuant to the provisions Section 3(c) 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 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 RSUs have not previously been forfeited pursuant to the
provisions of Section 3(c) 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, Disability or a Qualifying Termination  within two (2) years following a Change
of Control of the Company as determined by the Committee 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 Section 3
(c) hereof) as set forth in Section 4(b)(1) hereof 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.  Nothing
in the Plan or this Option confers any right of continuing employment with the
Company or its subsidiaries.


 


For purposes of this
Agreement, “Retirement” and “Disability” mean, respectively, your retirement or
disability, all as determined in accordance with applicable Company personnel
policies and the Plan policies.  The term
“Qualifying Termination” means your
involuntary termination of employment by the Company without Cause or your
resignation for Good Reason.  For this
purpose, “Cause” means your dishonesty, fraud,
willful misconduct, breach of fiduciary duty, conflict of interest, commission
of a felony, material failure or refusal to perform your job duties in
accordance with Company policies, a material violation of Company policy that
causes harm to the Company or its subsidiaries or other wrongful conduct of a
similar nature and degree and “Good Reason”
means a material diminution of your compensation (including, without
limitation, base compensation, annual bonus opportunities, and/or equity
incentive compensation opportunities), a material diminution of your authority,
duties or responsibilities, a material diminution in the authority, duties or 


 


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responsibilities of the
supervisor to whom you are required to report or a material diminution of the
budget over which you retain authority.


 


(c)           No RSUs shall be vested and converted to
Shares and delivered to 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)           Upon the lapse of the restrictions
applicable to the RSU Award on a Vest Date, the RSUs will be converted to
Shares and you will recognize ordinary income. 
Your acceptance of this RSU Award shall constitute your instruction to the
Company to withhold a whole number of Shares as the Company determines to be
appropriate to equal an amount sufficient to satisfy your Tax Withholding
Obligation.  The closing price at which
the Company’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 Shares will be withheld by the Company to pay your Tax Withholding
Obligation. The remaining Shares will be delivered to you. To the extent that
rounding causes the Fair Market Value of the Shares 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.


 


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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
within two (2) months, the Company is not obligated to provide you any
benefit hereunder and may refuse to issue shares to you under this Agreement.


 


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]:

  	
   

  



 


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