Special Retention Program - Fluor Signaturee Services and Jim Rollans
September 24, 1999
Mr. Jim Rollans
President and Chief Executive Officer
Fluor Signature Services
Dear Jim,
It is my pleasure to inform you that at the December 1998 Organization and
Compensation Committee meeting, the Board of Directors of Fluor Corporation (the
"Company") selected you to participate in a Retention Program. The amount of the
retention award was $2,750,000. At your request the award has been structured as
follows:
AWARD AMOUNT: $2,750,000
RETENTION PERIOD: October 1, 1998 through October 31, 2001
RETENTION AGREEMENT: The Award Amount is divided between the following
two components:
HOUSING
You have previously been provided with a personal
loan of $1,627,576 secured by a deed of trust on
your residence. The loan provides for an interest
rate of 4.52%, compounded annually with a balloon
payment of the entire amount due on termination
of employment. The loan presently states that it
is subject to acceleration in the event of your
termination of employment for any reason prior to
October 31, 2001. The Company will forgive the
loan including accrued interest in its entirety
(a) if you remain continuously employed by the
Company until October 31, 2001, or (b) if your
employment terminates prior to that date due to
(i) death, (ii) permanent and total disability,
(iii) a Company-initiated termination for any
reason other than for-cause or (iv) following a
Change of Control. If your employment with the
Company terminates for
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Jim Rollans
September 24, 1999
Page 2
any other reason prior to October 31, 2001
(including, without limitation, your voluntary
termination or a termination for cause) then this
loan shall remain in effect in accordance with
its terms.
For purposes hereof, the term "Change of Control"
shall be deemed to have occurred if, (a) a third
person, including a "group" as defined in Section
13(d)(3) of the Securities Exchange Act of 1934,
acquires shares of the Company having 25% or more
of the votes that may be cast for the election of
directors of the Company or (b) as a result of
any cash tender or exchange offer, merger or
other business combination, or any combination of
the preceding (a "transaction"), the persons who
are the directors of the Company before the
transaction shall cease to constitute a majority
of the Board of Directors of the Company or any
successor thereto.
ACCRUAL TO EXECUTIVE DEFERRAL COMPENSATION
PROGRAM ("EDCP")
You may earn $1,122,424, said amount to be
adjusted as provided below, if you remain
continuously employed by the Company until on or
after October 31, 2001 (the "EDCP Accrual").
During the period from October 1, 1998 to the
date upon which the EDCP Accrual vests (if at
all), you will also be entitled to invest the
EDCP Accrual by selecting one or more of the
crediting options contained in the EDCP.
Thereafter, the amount of your EDCP Accrual, if
vested, shall be adjusted based upon the
investment return that you would have otherwise
received had the EDCP Accrual been actually
earned as of October 1, 1998 and credited in your
EDCP account based upon your chosen crediting
option through the date of vesting. If no
crediting option is indicated, the EDCP Accrual
will be automatically credited as if you chose
the Money Market crediting option under the EDCP.
The EDCP Accrual, as adjusted, will vest and be
credited to your existing Company EDCP account
(a) if you remain
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Jim Rollans
September 24, 1999
Page 3
continuously employed by the Company until
October 31, 2001 or (b) if your employment
terminates prior to that date due to (i) death,
(ii) permanent and total disability, (iii) a
Company-initiated termination other than on a
for-cause basis or (iv) following a Change of
Control. If in the event your employment
terminates for any reason prior to any such
vesting date for any other reason (including,
without limitation, your voluntary termination or
a termination for cause), then the EDCP Accrual,
as adjusted, will be forfeited.
Please indicate your acknowledgment of the terms of the letter by signing in the
space provided and returning the original to me for your employee records. You
should also retain a copy for your file.
If you should have any questions, please give me a call at (949) 349-5435.
Sincerely,
Philip J. Carroll
AGREED BY: AGREED BY:
/s/ P. J. CARROLL 9-24-99 /s/ J. O. ROLLANS 9-24-99
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PHILIP J. CARROLL DATE JAMES O. ROLLANS DATE