Exhibit 10.25
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.
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 (as defined in
the Plan), 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.
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
Organization and Compensation Committee. Certain agreements
provide for cliff vesting, time vesting and/or acceleration upon
the achievement of certain performance targets or maintenance of a
certain stock price for a certain period of time.] 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 or total and permanent disability as determined in
accordance with applicable Company personnel policies and the Plan
policies or for any reason within two years following a Change in
Control of the Company as determined by the Committee occurs in
accordance with the Plan, then as of the date of such termination
this Option shall expire as to any portion w
