Exhibit 10.32


 


FORM
OF RESTRICTED STOCK AGREEMENT


 


This Restricted Stock
Agreement (“Agreement”) entered into as of <<DATE>> (the “Grant
Date”), by and between Fluor Corporation, a Delaware corporation, and <<NAME>> (“Grantee” or “you”)
evidences the grant of a Restricted Stock Award by the Committee (as defined in
the Plan) under the Fluor Corporation 2000 Restricted Stock Plan for
Non-Employee Directors, as amended (“ Plan”).


 


Section 1.              AWARD SUBJECT TO PLAN


 


This Restricted Stock
Award is made subject to all of the terms and conditions of the Plan, a copy of
which is provided to Grantee herewith, 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.  Capitalized
terms used in this Agreement and not defined herein have the meaning set forth
in the Plan.


 


Section 2.              RESTRICTED STOCK AWARD


 


The Company hereby
awards Grantee <<NUMBER>>
shares of Company common stock pursuant to the Plan, 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 Restricted Stock hereunder, Grantee shall have all the rights of
a shareholder with respect to the shares, including the right to vote the
shares and receive all dividends and other distributions paid or made with
respect thereto.


 


Section 3.              RESTRICTIONS ON SALE OR
OTHER TRANSFER


 


Each
share of stock issued to Grantee pursuant to this Agreement shall be subject to
forfeiture to the Company and each share may not be sold or otherwise
transferred except pursuant to the following provisions:


 


(a)           The shares shall be held in book entry form with the
Company’s transfer agent until the restrictions set forth herein lapse in
accordance with the provisions of Section 4 or until the shares are
forfeited pursuant to paragraph (c) of this Section 3.


 


(b)           No such shares may be sold,
transferred or otherwise alienated or hypothecated so long as such shares are
subject to the restriction provided for in this Agreement.


 


(c)           All of Grantee’s restricted
stock remaining subject to any restriction hereunder shall be forfeited to, and
be acquired at no cost by, the Company in the event that the Committee
determines that any of the following circumstances has occurred:


 


(i)            Grantee has engaged in knowing
and willful misconduct in connection with his service as a member of the Board;


 


(ii)           Grantee, without the consent of
the Committee, at any time during his period of service as a member of the
Board, becomes a principal of, serves as a director of, or owns a material
interest in, any business that directly or through a controlled subsidiary
competes with the Company or any Subsidiary; or


 


(iii)          Grantee does not stand
for re-election to, or voluntarily quits or resigns from, the Board for any
reason, except under circumstances that would cause such restrictions to lapse
under Section 4.


 


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Section 4.              LAPSE OF RESTRICTIONS


 


Provided you are serving as a non-employee director of the Company at
the time, the restrictions set forth in Section 3 hereof shall lapse
(provided that such shares have not previously been forfeited pursuant to the
provisions of paragraph (c) of Section 3 hereof) with respect to the
number of shares as specified below upon the occurrence of any of the following
events:


 


(a)           [Vesting schedule to be determined by the Committee.]


 


(b)           Notwithstanding the foregoing, the restrictions set
forth in Section 3 hereof shall lapse in their entirety if the restricted
stock has been held by Grantee for at least six months, and:


 


(i)            the Grantee attains the age
for mandatory retirement of members of the Board as specified in the Bylaws of
the Company (as applied to the Grantee on the date Grantee’s retirement from
the Board) or obtains Board approval of early retirement in accordance with Section 5.5
of the Plan;


 


(ii)           the Grantee dies or becomes
permanently and totally disabled, as determined in accordance with applicable
Company personnel policies; or


 


(iii)          upon a Change of Control.


 


Section 5.              NONTRANSFERABILITY


 


The Award granted hereunder may be exercised
during the life of Grantee solely by Grantee or Grantee’s duly appointed
guardian or personal representative. 
Grantee acknowledges and agrees that no Award and no other right under
the Plan, contingent or otherwise, will be assignable or subject to any
encumbrance, pledge, or charge of any nature.


 


Section 6.              ENFORCEMENT


 


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


 


Section 7.              EXECUTION OF AWARD AGREEMENT


 


Please
acknowledge your acceptance of the terms and conditions of this Agreement by
signing the original of this Agreement and returning it to Executive
Services.  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 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:

  	
   

  
	
   

  	
   

  	
  Carlos M. Hernandez

  
	
   

  	
   

  	
  Chief Legal Officer & Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Grantee

  



 


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