Exhibit 10.30


 


FORM OF 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 the grant to Grantee of an Incentive Award
(the “Non-US Stock Growth Incentive  Award” or “Award”) under
the Fluor Corporation 2008 Executive Performance Incentive Plan (the “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


 


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, 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.                                          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 Committee] at a rate of:


 


(a)                                  [Vesting
and payment schedule to be determined by the 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, 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, then as of the date of
such termination this Award shall expire as to any portion which has not then
become vested and payable. If prior to the Award becoming vested and payable in
full pursuant to the preceding paragraph, your employment with the Company or
any of its subsidiaries terminates by reason of your 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, then
any portion of this Award which has yet to become vested and payable shall
become immediately vested and payable as set forth in the preceding paragraph.
However, if prior to the Award becoming vested and 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 vested and payable shall
continue to vest and be paid as set forth in Section 2. Under all
circumstances, any Award held less than one year from date of grant will be 


 


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forfeited.  Nothing in the Plan or this Award 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 responsibilities of the supervisor to whom you are
required to report or a material diminution of the budget over which you retain
authority.


 


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
two (2) months, 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]:

  	
   

  



 


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