Exhibit 10.28


 


FORM OF STOCK OPTION
AGREEMENT


 


This
Stock Option 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 Option Award (“Option”) under
the Fluor Corporation 2008 Executive Performance Incentive Plan (“Plan”). This Option is intended not to be an incentive stock
option and therefore is not subject to the tax treatment provided for under Section 422
of the Internal Revenue Code. 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
Stock Option 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.              STOCK
OPTION AWARD


 


The
Company hereby awards Grantee an Option to purchase shares of Company Common
Stock pursuant to this Agreement at a purchase price per share of [purchase price], subject to the terms and conditions set
forth herein and in the Plan. The Option may not be exercised in whole or in
part as of the Grant Date, and is exercisable only if and to the extent
provided in the following paragraphs and otherwise subject to and in accordance
with the Plan.


 


Section 3.              VESTING
AND EXPIRATION


 


[Vesting schedule will be determined by the Committee. Certain
agreements provide for cliff vesting, time vesting and/or vesting based upon
the achievement of certain performance targets or maintenance of a certain
stock price for a certain period of time. In case of
vesting that is based on the satisfaction of performance targets or maintenance
of a stock price, the performance period
typically will be one year and in all cases satisfaction of the performance
criteria is required to be eligible to exercise the Option.]   Subject to the provisions below, the right to
exercise the Option shall expire on [expiration date].


 


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 Option shall expire as to any portion which has not then
become vested and exercisable.  If prior
to the Option becoming vested and exercisable 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 Option
which has yet to become vested and exercisable shall become immediately vested
and exercisable.  However, if prior to
the Option becoming vested and exercisable 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 Option which has yet to become 


 


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vested and exercisable shall
continue to vest and become exercisable as set forth in the preceding
paragraph.  Under all circumstances, any
Option 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.


 


To
the extent that this Option is exercisable after your termination of
employment, after taking into account the vesting provisions set forth in this Section 3,
then following such termination of employment this Option will expire on the earlier of (a) three (3) months following your
termination of employment, if such termination occurred other than on account
of death, Retirement or Disability, or a Qualifying Termination within two (2) years
following a Change of Control of the Company; or (b) the third (3rd)
anniversary of your final vest date, if such termination occurred on account of
your death, Retirement, Disability, or a Qualifying Termination within two (2) years
following a Change of Control of the Company.


 


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.              RESALE
AND TRANSFER RESTRICTIONS


 


The
Company may impose such restrictions, conditions or limitations as it
determines appropriate as to the timing and manner of any re-sales by the
Grantee or other subsequent transfers by the Grantee of any shares of common
stock issued as a result of the exercise of this Option, including without
limitation (a) restrictions under an insider trading policy, (b) restrictions
designed to delay and/or coordinate the timing and manner of sales by Grantee
and other option holders and (c) restrictions as to the use of a specified brokerage
firm for such re-sales or other transfers.


 


Section 5.              CONFIDENTIALITY


 


The
Agreement and the Option granted hereunder are conditioned upon Grantee not
disclosing this Agreement or said Option 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 exercise of said Option. If disclosure is made by Grantee
to any other person not authorized by the Company, this Agreement and said
Option shall be null and void and all Options otherwise granted hereunder to
Grantee shall terminate.


 


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Section 6.              ENFORCEMENT


 


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


 


Section 7.              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


 


	
   

  	
  FLUOR
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
   

  	
  [Name]

  	
   

  
	
   

  	
   

  	
  [Title]:

  	
   

  



 


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