Exhibit 10.3


 


Fluor Corporation 2000 Restricted Stock Plan for Non-Employee Directors


(Amended and restated effective January 1, 2010)


 


ARTICLE
I.  DEFINITIONS


 


1.1.                              Definitions.


 


As
used herein, the following terms shall have the meanings hereinafter set forth
unless the context clearly indicates to the contrary:


 


(a)                                  “Assumed
Award” means a restricted stock grant, restricted stock unit or
other equity-based arrangement that was granted by Old Fluor to one of its
non-employee directors for his or her service as such and which is assumed by
the Company in connection with the Distribution, as such award has been
adjusted or amended pursuant to the terms thereof.


 


(b)                                 “Award”
means an award granted pursuant to the provisions of Article V or Article VI
hereof.


 


(c)                                  “Awardee”
means an Eligible Director to whom an Award has been granted hereunder.


 


(d)                                 “Board”
means the Board of Directors of the Company.


 


(e)                                  “Change of
Control” means, unless the Committee or the Board provides
otherwise, (i) a third person, including a “group” as defined in Section 13(d)(3) of
the Securities Exchange Act of 1934, acquires shares of stock of the Company
having twenty-five percent (25%) or more of the total number of votes that may
be cast for the election of directors of the Company; or (ii) as the
result of any cash tender or exchange offer, merger or other business
combination, or any combination of the foregoing transactions (a “Transaction”), the persons who were directors of the Company
before the Transaction cease to constitute a majority of the Board of the
Company or any successor to the Company.


 


(f)                                    “Code”
means the Internal Revenue Code of 1986, as amended.


 


(g)                                 “Committee”  means the administrative body provided for in
Section 4.1.


 


(h)                                 “Company”
means Fluor Corporation and, with respect to periods of time prior to the date
of the Distribution, Old Fluor.


 


(i)                                     “Disability”
means a physical or mental medical condition such that the Eligible Director is
unable to participate in Board and committee meetings and the condition is
reasonably expected to result in death or to last continuously for at least
twelve (12) months.  The Committee will
make the determination of Disability in its sole discretion based on available
medical information.


 


(j)                                     “Distribution”
has the meaning set forth in Section 2.2.


 


(k)                                  “Early
Retirement” means, if approved by the Committee, the date prior to
Mandatory Retirement Age on which an Eligible Director retires from the
Board.  The Committee shall have the sole
and absolute discretion to approve or deny an Eligible Director’s request for
Early Retirement and any decision by the Committee to grant Early Retirement in
one case shall not be binding precedent with respect to the approval of Early
Retirement in any subsequent case.


 

















 


(l)                                     “Eligible
Director” means a director of the Company who is not and never has
been an employee of the Company or any of its Subsidiaries.


 


(m)                               “Fluor Stock
Price” means, as of any date, the closing sale price for shares of
Stock quoted for such date on The New York Stock Exchange.


 


(n)                                 “Old Fluor”
has the meaning set forth in Section 2.2.


 


(o)                                 “Mandatory
Retirement Age” means, at the time an Award is granted, the age
specified by the Company for retirement of members of the Board.  An Eligible Director who has held an Award
for at least six (6) months and continues service on the Board after
reaching Mandatory Retirement Age will become fully vested in such Award upon
reaching Mandatory Retirement Age, except as otherwise determined by the
Committee and set forth in the Restricted Stock Agreement or Restricted Unit
Agreement.


 


(p)                                 “Participant”
means any Eligible Director to whom an Award has been made and any person
(including any estate) to whom an Award has been assigned or transferred
pursuant to Section 5.3(b).


 


(q)                                 “Plan”
means the Fluor Corporation 2000 Restricted Stock Plan for Non-Employee
Directors, the current terms of which are set forth herein.


 


(r)                                    “Plan
Effective Date” means the date upon which the Plan becomes effective
in accordance with the provisions of Section 2.3.


 


(s)                                  “Restricted
Stock Agreement” and “Restricted Unit Agreement”
means the agreement between the Company and the Awardee with respect to any
Restricted Stock Award and Restricted Unit Award, respectively, granted
hereunder.


 


(t)                                    “Restricted
Stock Award” means Stock that is awarded to an Eligible Director by
the Committee pursuant to Article V hereof, which is nontransferable
except as set forth herein and subject to a substantial risk of forfeiture
until specific conditions are met.


 


(u)                                 “Restricted
Unit Award” means amounts awarded pursuant to Article VI
hereof.


 


(v)                                 “Stock”
means the Common Stock of the Company or, in the event that the outstanding
shares of Stock are hereafter changed into or exchanged for shares of a
different stock or securities of the Company or its successor, such other stock
or securities.


 


(w)                               “Subsidiary”
means any corporation, the majority of the outstanding capital stock of which
is owned, directly or indirectly, by the Company or any partnership or joint
venture in which either the Company or such a corporation is at least a twenty
percent (20%) equity participant.


 


ARTICLE
II.  GENERAL


 


2.1                                 Name.


 


This
Plan shall be known as the “Fluor Corporation 2000 Restricted Stock Plan for
Non-Employee Directors.”


 

















 


2.2                                 Purpose.


 


The
purpose of the Plan is to advance the interests of the Company and its
stockholders by affording to Eligible Directors an opportunity to acquire or
increase their proprietary interest in the Company by the grant to such
directors of Awards under the terms set forth herein.  By encouraging Eligible Directors to become
owners of Company Stock, the Company seeks to increase their incentive for
enhancing stockholder value and to motivate, retain and attract those highly
competent individuals upon whose judgment, initiative, leadership and continued
efforts the success of the Company in large measure depends.  The Plan also permits shares of Stock to be
issuable upon vesting or satisfaction of restricted stock and restricted unit
awards that were assumed by the Company in connection with the distribution of
the Company’s common stock (the “Distribution”)
to the stockholders of Massey Energy Company, which prior to the distribution
was known as Fluor Corporation (“Old Fluor”).


 


2.3                                 Effective
Date.


 


The
Plan became effective upon its approval by Old Fluor, as sole stockholder of
the Company.


 


2.4                                 Limitations.


 


Subject to adjustment
pursuant to the provisions of Section 8.1 hereof, the aggregate number of
shares of Stock which may be issued under the Plan shall not exceed
220,000.  Any such shares may be either
authorized and unissued shares or shares issued and thereafter acquired by the
Company.


 


2.5                                 Awards
Granted under Plan.


 


For
purposes of Section 2.4, the aggregate number of shares of Stock issued
under this Plan at any time shall equal only the number of shares actually
issued pursuant to Restricted Stock Awards and shall not count any shares of
Stock returned to the Company upon cancellation, expiration or forfeiture of an
Award or underlying a Restricted Unit Award.


 


ARTICLE
III.  PARTICIPANTS


 


3.1                                 Eligibility.


 


Any
Eligible Director shall be eligible to participate in the Plan.


 


ARTICLE
IV.  ADMINISTRATION


 


4.1                                 Composition
of Committee.


 


The
Plan shall be administered by the Organization and Compensation Committee of
the Board, and/or by the Board or another committee of the Board, as appointed
from time to time by the Board (any such administrative body, the “Committee”).  The
Board shall fill vacancies on, and from time to time may remove or add members
to, the Committee.  The Committee shall
act pursuant to a majority vote or unanimous written consent.


 


4.2                                 Duties
and Powers of the Committee.


 


Subject
to the express provisions of this Plan, the Committee shall be authorized and
empowered to do all things necessary or desirable in connection with the
administration 


 

















 


of
this Plan with respect to the Awards over which such Committee has authority,
including, without limitation, the following:


 


(a)                                  to prescribe, amend and
rescind rules and regulations relating to this Plan and to define terms
not otherwise defined herein;


 


(b)                                 to determine the number of
shares of Stock subject to Awards;


 


(c)                                  to prescribe and amend the
terms of the agreements or other documents evidencing Awards made under this
Plan;


 


(d)                                 to determine whether, and
the extent to which, adjustments are required pursuant to Section 8.1
hereof;


 


(e)                                  to interpret and construe
this Plan, any rules and regulations under the Plan and the terms and
conditions of any Award granted hereunder, and to make exceptions to any such
provisions in good faith and for the benefit of the Company; and


 


(f)                                    to make all other
determinations deemed necessary or advisable for the administration of the
Plan.


 


4.3                                 Determinations
of the Committee.


 


All
decisions, determinations and interpretations by the Committee or the Board
regarding the Plan shall be final and binding on all current or former Eligible
Directors of the Company and their beneficiaries, heirs, successors and
assigns.  The Committee or the Board, as
applicable, shall consider such factors as it deems relevant, in its sole and
absolute discretion, to making such decisions, determinations and
interpretations including, without limitation, the recommendations or advice of
any officer of the Company or Eligible Director and such attorneys, consultants
and accountants as it may select.


 


4.4                                 Company
Assistance.


 


The
Committee may designate the Secretary of the Company or other Company employees
to assist the Committee in the administration of the Plan, and may grant
authority to such persons to execute agreements evidencing Awards made under
this Plan or other documents entered into under this Plan on behalf of the
Committee or the Company.  The Company
shall supply full and timely information to the Committee on all matters
relating to Eligible Directors, their death, retirement, Disability or removal
or resignation from the Board and such other pertinent facts as the Committee
may require.  The Company shall furnish
the Committee with such clerical and other assistance as is necessary in the
performance of its duties.


 


ARTICLE V.  RESTRICTED STOCK
AWARDS


 


5.1                                 Awards
under the Plan.


 


The
Committee may provide for a one-time Restricted Stock Award to any Eligible
Director which shall be granted on a date determined by the Committee, in its
sole discretion, in connection with such Eligible Director first being
appointed or elected to the Board.  The
Committee shall grant to each Eligible Director that is a member of the Board during
all or any portion of each calendar year a Restricted Stock Award, which shall
be granted on a date determined by the Committee, in its sole discretion.  The number of shares of Stock subject to a
one-time Restricted Stock Award shall be set by 


 

















 


the
Committee but shall not exceed 2,500 and the number of shares of Stock subject
to an annual Restricted Stock Award shall be set by the Committee but shall not
exceed 2,500.


 


An
Assumed Award is a restricted stock grant, restricted stock unit or other
equity-based arrangement that was granted by Old Fluor to its non-employee
directors for their service as such and assumed by the Company in connection
with the Distribution, as adjusted or amended pursuant to the terms
thereof.  Assumed Awards may be settled
with Stock authorized and issued under this Plan.  Notwithstanding any provision to the contrary
in this Plan and except as provided in this sentence, the terms of Assumed
Awards shall be subject to the terms and conditions set forth in the grant
agreement and/or other document(s) evidencing such Award and, to the
extent provided therein, to terms equivalent to the terms of the plan under
which such Award was originally granted; provided, however, that all Assumed
Awards shall be administered by the Committee, which shall have the power and authority
provided for in Section 4 of this Plan.


 


5.2                                 Restricted
Stock Agreement.


 


The
Awardee shall be entitled to receive the Stock subject to such Award only if
the Company and the Awardee, within the time period specified by the Committee,
enter into a written Restricted Stock Agreement dated as of the date of the
Award, which Agreement shall set forth such terms and conditions as may be
determined by the Committee consistent with the Plan.


 


5.3                                 Restrictions
on Sale or Other Transfer.


 


Each
share of Stock granted under a Restricted Stock Award shall be subject to
acquisition by the Company, and may not be sold or otherwise transferred except
pursuant to the following provisions:


 


(a)                                  The shares of
Stock represented by the Restricted Stock Agreement shall be held in book entry
form with the Company’s transfer agent until the restrictions lapse in
accordance with the conditions established by the Committee pursuant to Section 5.4
hereof or until the shares of Stock are forfeited pursuant to Section 5.3(c).


 


(b)                                 No such shares of Stock may
be sold, transferred or otherwise alienated or hypothecated so long as such
shares are subject to the restriction provided for in this Section 5.3; provided, however, that the Committee may in its sole
discretion grant an Award or amend an outstanding Award to provide that the
Award is transferable or assignable to a member or members of the Eligible
Director’s “immediate family”, as such term is
defined under Rule 16a-1(e) under the Securities Exchange Act of
1934, as amended, or to a trust for the benefit solely of the Eligible Director
or a member or members of the Eligible Director’s immediate family, or to a
partnership or other entity whose only owners are the Eligible Director and/or
a member or members of the Eligible Director’s family, provided that following
any such transfer or assignment the Award will remain subject to substantially
the same terms applicable to the Award while held by the Eligible Director, and
the Participant shall execute an agreement agreeing to be bound by such terms.


 


(c)                                  All of the Awardee’s
Restricted Stock Award 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)                                     the Awardee has engaged in
knowing and willful misconduct in connection with his or her service as a
member of the Board;


 


(ii)                                  the Awardee, without the
consent of the Committee, at any time during his or her 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)                               the Awardee does not stand
for reelection to, or voluntarily quits or resigns from, the Board for any
reason, except under circumstances that would cause such restrictions to lapse
under Section 5.4.


 


5.4                                 Lapse
of Restrictions.


 


(a)                                  The restrictions imposed
under Section 5.3 above upon a one-time Restricted Stock Award shall lapse
to the extent of twenty percent (20%) of the number of shares subject to such
Award on such date as shall be designated by the Committee, and, thereafter,
the restrictions on the remaining shares subject to such Award will lapse in
four (4) equal increments on the succeeding anniversary dates following
the date of lapsing of restrictions on the first twenty percent (20%) of the
shares.


 


(b)                                 The restrictions imposed
under Section 5.3 above upon an annual Restricted Stock Award shall lapse
in five (5) equal increments on the succeeding anniversary dates of the
date of grant.  Notwithstanding the
foregoing, if the Restricted Stock Award has been held for at least six (6) months,
the restrictions imposed under Section 5.3 above upon an annual Restricted
Stock Award will lapse immediately upon the Awardee’s attainment of Mandatory
Retirement Age, Early Retirement pursuant to Section 5.5, death or
Disability, or upon a Change of Control unless the Committee provides otherwise
in the Restricted Stock Agreement.


 


(c)                                  Notwithstanding Sections 5.4(a) and
(b), the Committee may provide that the restrictions imposed under Section 5.3
will lapse over or upon satisfaction of a greater or fewer number of years of
service on the Board, except that the Committee may not provide for full
lapsing of all such restrictions for less than three (3) years service on
the Board prior to January 1, 2008 or one (1) year of service on the
Board effective on and after January 1, 2008 other than upon the Awardee’s
attainment of Mandatory Retirement Age, Early Retirement pursuant to Section 5.5,
death or Disability, or upon a Change of Control.


 


5.5                                 Early
Retirement.


 


An
Awardee, who leaves the Board prior to Mandatory Retirement Age, may, upon
application to and in the sole discretion of the Committee, be granted Early
Retirement status and, consequently, may receive benefits associated with the
attainment of Mandatory Retirement Age as provided in any applicable Restricted
Stock Agreement or Restricted Unit Agreement.


 


5.6                                 Rights
as Stockholder.


 


Subject
to the provisions of Section 5.3 hereof, upon the issuance to the Awardee
of Stock hereunder, the Awardee shall have all the rights of a stockholder with
respect to 


 

















 


such
Stock, including the right to vote the shares and receive all dividends and
other distributions paid or made with respect thereto.


 


5.7                                 Stock
Certificates.


 


The
Company shall not be required to issue or deliver any certificate for shares of
Stock pursuant to a Restricted Stock Agreement executed hereunder, prior to
fulfillment of all of the following conditions:


 


(a)                                  the admission of such shares
to listing on all stock exchanges on which the Stock is then listed;


 


(b)                                 the completion of any
registration or other qualification of such shares under any federal or state
law or under the rulings or regulations of the Securities and Exchange
Commission or any other governmental regulatory body, which the Committee shall
in its sole discretion deem necessary or advisable;


 


(c)                                  the obtaining of any
approval or other clearance from any federal or state governmental agency which
the Committee shall in its sole discretion determine to be necessary or
advisable; and


 


(d)                                 the lapse of such reasonable
period of time following the execution of the Restricted Stock Agreement as the
Committee from time to time may establish for reasons of administrative
convenience.


 


ARTICLE VI.  RESTRICTED UNIT
AWARDS


 


6.1                                 Restricted
Unit Award Grant and Agreement.


 


The
Committee may in its discretion provide that a Restricted Unit Award be granted
in conjunction with Restricted Stock Awards. 
Each Restricted Unit Award granted hereunder shall be evidenced by
minutes of a meeting or the written consent of the Committee and by a written
Restricted Unit Agreement dated as of the date of grant and executed by the
Company and the Awardee, which Agreement shall set forth such terms and
conditions as may be determined by the Committee consistent with the Plan.


 


6.2                                 Award
Terms and Conditions.


 


The
Committee shall determine the number of shares of Stock subject to each
Restricted Unit Award.  Each Restricted
Unit Award shall become earned, and the Company shall automatically pay the
Awardee in cash, on the dates upon which a portion of the restrictions lapse on
any associated Restricted Stock Award or upon such other terms and conditions
as may be determined by the Committee.


 


6.3                                 Effect
of Forfeiture of Restricted Stock Award.


 


Unless
provided otherwise by the Committee, upon all or any part of a Restricted Stock
Award being forfeited pursuant to Section 5.3(c), any associated
Restricted Unit Award shall be forfeited and cancelled, without any payment to
the Awardee, to the same extent as such Restricted Stock Award.


 

















 


ARTICLE
VII.  TERMINATION, AMENDMENT AND MODIFICATION
OF PLAN


 


7.1                                 Termination,
Amendment and Modification of Plan.


 


The Committee may at any time terminate, and may at
any time and from time to time and in any respect amend or modify, the Plan
provided that, if under applicable laws or the rules of any securities
exchange upon which the Company’s Stock is listed, the consent of the Company’s
stockholders is required for such amendment or modification, such amendment or
modification shall not be effective until the Company obtains such consent, and
provided, further, that no termination, amendment or modification of the Plan
shall in any manner affect any Award theretofore granted pursuant to the Plan
without the consent of the Awardee. 
Notwithstanding the foregoing, if an amendment or modification would (i) materially
increase the benefits accruing to participants under the Plan, (ii) materially
increase the aggregate number of securities that may be issued under the Plan
or (iii) materially modify the requirements as to eligibility for
participation in the Plan, then, such amendment or modification shall not be
effective until the Company obtains the approval of the Company’s stockholders.


 


7.2                                 Term of
Plan.


 


Each
Award granted hereunder must be granted within ten (10) years from the
effective date of the Plan.


 


ARTICLE VIII.  MISCELLANEOUS


 


8.1                                 Adjustment
Provisions.


 


(a)                                  Subject to Section 8.1(b) below,
if the outstanding shares of Stock of the Company are increased, decreased, or
exchanged for a different number or kind of shares or other securities, or if
additional shares or new or different shares or other securities are
distributed with respect to such shares of Stock or other securities, through
merger, consolidation, sale of all or substantially all of the assets of the
Company, reorganization, recapitalization, reclassification, stock dividend,
stock split, reverse stock split or other distribution with respect to such
shares of Stock or other securities, an equitable adjustment shall be made in (i) the
maximum number and kind of shares provided in Sections 2.4 and 5.1, and (ii) the
number and kind of shares or other securities subject to the outstanding
Awards.


 


(b)                                 Adjustments under Section 8.1(a) will
be made by the Committee, whose determination as to what adjustments will be
made and the extent thereof will be final, binding, and conclusive.  No fractional interests will be issued under
the Plan resulting from any such adjustments.


 


8.2                                 Continuation
of Board Service.


 


Nothing
in the Plan or in any instrument executed pursuant to the Plan will confer upon
any Eligible Director any right to continue to serve on the Board.


 


8.3                                 Compliance
with Government Regulations.


 


No
shares of Stock will be issued hereunder unless and until all applicable
requirements imposed by federal and state securities and other laws, rules, and
regulations and by any regulatory agencies having jurisdiction and by any stock
exchanges upon which the Stock may be listed have been fully met.  As a condition precedent to the issuance of shares
of Stock pursuant hereto, the Company may require the Awardee to take any
reasonable action to comply with such requirements.


 

















 


8.4                                 Privileges
of Stock Ownership.


 


No
Eligible Director and no beneficiary or other person claiming under or through
such person will have any right, title, or interest in or to any shares of
Stock allocated or reserved under the Plan or subject to any Award except as to
such shares of Stock, if any, that have been issued to such Eligible Director.


 


8.5                                 Non-Transferability.


 


Except
as set forth in Section 5.3 hereof, (a) for so long as any Award is
subject to any restrictions pursuant to this Plan, the Award may be owned
during the life of the Eligible Director solely by such director or the
director’s duly appointed guardian or personal representative and (b) 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.


 


8.6                                 Other
Compensation Plans.


 


The
adoption of the Plan shall not affect any other stock option or incentive or
other compensation plans in effect for the Company or any Subsidiary, nor shall
the Plan preclude the Company from establishing any other forms of incentive or
other compensation for employees or directors of the Company or any Subsidiary.


 


8.7                                 Plan
Binding on Successors.


 


The
Plan shall be binding upon the successors and assigns of the Company.


 


8.8                                 Singular,
Plural; Gender.


 


Whenever used herein, nouns
in the singular shall include the plural, and the masculine pronoun shall
include the feminine gender.


 


8.9                                 Headings,
etc., Not Part of Plan.


 


Headings
of Articles and Sections hereof are inserted for convenience and reference;
they constitute no part of the Plan.


 


8.10                           Governing
Law.


 


This
Plan and any Awards hereunder shall be governed by and interpreted and
construed in accordance with the laws of the State of Delaware and applicable
federal law.  Any reference in this Plan
or in the agreement evidencing any Award to a provision of law or to a rule or
regulation shall be deemed to include any successor law, rule or
regulation of similar effect or applicability.


 

















 


8.11                           Section 409A
Compliance.


 


Awards under this Plan may be structured to either be
exempt from or subject to the requirements of section 409A of the Code and
shall be construed and interpreted in accordance with such intent.  To the extent that an Award or the payment,
settlement or deferral thereof is subject to section 409A of the Code, the
Award shall be granted, paid, settled or deferred in a manner that will comply
with section 409A of the Code, including regulations or other guidance issued
with respect thereto, except as otherwise determined by the Committee.  Any provision of this Plan that would cause
the grant of an Award or the payment, settlement or deferral thereof to fail to
satisfy section 409A of the Code shall be amended to comply with section 409A
of the Code on a timely basis, which may be made on a retroactive basis, in
accordance with regulations and other guidance issued under section 409A of the
Code.


 


8.12                           Foreign
Eligible Directors


 


Awards may be granted to Eligible Directors who are foreign
nationals or employed outside the United States, or both, on such terms and
conditions different from those applicable to Awards to Eligible Directors who
are residents of the United States or employed in the United States as may, in
the judgment of the Committee, be necessary or desirable in order to recognize
differences in local law or tax policy.