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Fluor Corp. – ‘10-K’ for 12/31/20 – ‘EX-10.26’

On:  Friday, 2/26/21, at 7:07am ET   ·   For:  12/31/20   ·   Accession #:  1628280-21-3360   ·   File #:  1-16129

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/26/21  Fluor Corp.                       10-K       12/31/20  146:24M                                    Workiva Inc Wde… FA01/FA

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.24M 
 2: EX-10.24    Material Contract                                   HTML    140K 
 3: EX-10.25    Material Contract                                   HTML     69K 
 4: EX-10.26    Material Contract                                   HTML     65K 
 5: EX-10.27    Material Contract                                   HTML     83K 
 6: EX-10.28    Material Contract                                   HTML     87K 
 7: EX-10.29    Material Contract                                   HTML     42K 
 8: EX-10.32    Material Contract                                   HTML     54K 
 9: EX-10.48    Material Contract                                   HTML    986K 
10: EX-21.1     Subsidiaries List                                   HTML    266K 
11: EX-23.1     Consent of Expert or Counsel                        HTML     43K 
12: EX-31.1     Certification -- §302 - SOA'02                      HTML     42K 
13: EX-31.2     Certification -- §302 - SOA'02                      HTML     42K 
14: EX-32.1     Certification -- §906 - SOA'02                      HTML     39K 
15: EX-32.2     Certification -- §906 - SOA'02                      HTML     39K 
22: R1          Cover page                                          HTML    106K 
23: R2          Consolidated Statement of Operations                HTML    144K 
24: R3          Consolidated Statement of Comprehensive Income      HTML     77K 
                (Loss)                                                           
25: R4          Consolidated Balance Sheet                          HTML    154K 
26: R5          Consolidated Balance Sheet (Parenthetical)          HTML     94K 
27: R6          Consolidated Statement of Cash Flows                HTML    148K 
28: R7          Consolidated Statement of Changes in Equity         HTML    119K 
29: R8          Consolidated Statement of Changes in Equity         HTML     51K 
                (Parenthetical)                                                  
30: R9          Description of Business                             HTML     48K 
31: R10         Significant Accounting Policies                     HTML     83K 
32: R11         Recent Accounting Pronouncements Recent Accounting  HTML     52K 
                Pronouncements                                                   
33: R12         Earnings Per Share                                  HTML     69K 
34: R13         Operating Information by Segment and Geographic     HTML    154K 
                Area                                                             
35: R14         Impairment, Restructuring and Other Exit Costs      HTML     74K 
36: R15         Income Taxes                                        HTML    124K 
37: R16         Supplemental Cash Flow Information                  HTML     58K 
38: R17         Partnerships and Joint Ventures                     HTML     56K 
39: R18         Guarantees                                          HTML     42K 
40: R19         Contingencies and Commitments                       HTML     54K 
41: R20         Contract Assets and Liabilities                     HTML     58K 
42: R21         Remaining Unsatisfied Performance Obligations       HTML     58K 
43: R22         Lines of Credit, Senior Notes and Other Borrowings  HTML     55K 
44: R23         Fair Value Measurements                             HTML     95K 
45: R24         Goodwill and Intangible Assets                      HTML     63K 
46: R25         Property, Plant and Equipment                       HTML     51K 
47: R26         Stock-Based Compensation                            HTML     95K 
48: R27         Retirement Plans                                    HTML    166K 
49: R28         Other Noncurrent Liabilities                        HTML     41K 
50: R29         Leases                                              HTML    239K 
51: R30         Derivatives and Hedging                             HTML     72K 
52: R31         Other Comprehensive Income (Loss)                   HTML    196K 
53: R32         Discontinued Operations                             HTML    163K 
54: R33         Quarterly Financial Data (Unaudited)                HTML    116K 
55: R34         Significant Accounting Policies (Policies)          HTML    137K 
56: R35         Significant Accounting Policies (Tables)            HTML     53K 
57: R36         Earnings Per Share (Tables)                         HTML     67K 
58: R37         Operating Information by Segment and Geographic     HTML    148K 
                Area (Tables)                                                    
59: R38         Impairment, Restructuring and Other Exit Costs      HTML     69K 
                (Tables)                                                         
60: R39         Income Taxes (Tables)                               HTML    127K 
61: R40         Supplemental Cash Flow Information (Tables)         HTML     66K 
62: R41         Partnerships and Joint Ventures (Tables)            HTML     52K 
63: R42         Revenue from Contract with Customer (Tables)        HTML     51K 
64: R43         Remaining Unsatisfied Performance Obligations       HTML     43K 
                (Tables)                                                         
65: R44         Lines of Credit, Senior Notes and Other Borrowings  HTML     49K 
                (Tables)                                                         
66: R45         Fair Value Measurements (Tables)                    HTML     94K 
67: R46         Goodwill and Intangible Assets (Tables)             HTML     89K 
68: R47         Property, Plant and Equipment (Tables)              HTML     53K 
69: R48         Stock-Based Compensation (Tables)                   HTML     93K 
70: R49         Retirement Benefits (Tables)                        HTML    165K 
71: R50         Leases (Tables)                                     HTML    169K 
72: R51         Derivatives and Hedging (Tables)                    HTML     73K 
73: R52         Other Comprehensive Income (Loss) (Tables)          HTML    199K 
74: R53         Discontinued Operations (Tables)                    HTML    187K 
75: R54         Quarterly Financial Data (Unaudited) (Tables)       HTML    107K 
76: R55         Description of Business (Details)                   HTML     43K 
77: R56         Significant Accounting Policies - Revenue           HTML     47K 
                Recognition (Details)                                            
78: R57         Significant Accounting Policies - Schedule of       HTML     56K 
                Useful Lives (Details)                                           
79: R58         Recent Accounting Pronouncements (Details)          HTML     50K 
80: R59         Earnings Per Share (Details)                        HTML    114K 
81: R60         Earnings Per Share (Limited Duration Stockholder    HTML     55K 
                Rights Agreement) (Details)                                      
82: R61         Operating Information by Segment and Geographic     HTML    177K 
                Area - Narrative (Details)                                       
83: R62         Operating Information by Segment and Geographic     HTML    135K 
                Area - External Revenue and Segment Profit (Loss)                
                (Details)                                                        
84: R63         Operating Information by Segment and Geographic     HTML     62K 
                Area - Reconciliation to Consolidated Amounts                    
                (Details)                                                        
85: R64         Operating Information by Segment and Geographic     HTML     68K 
                Area - External Revenue and Total Assets by                      
                Geographic Area (Details)                                        
86: R65         Impairment, Restructuring and Other Exit Costs -    HTML     74K 
                Narrative (Details)                                              
87: R66         Impairment, Restructuring and Other Exit Costs -    HTML     52K 
                Restructuring Costs (Details)                                    
88: R67         Impairment, Restructuring and Other Exit Costs -    HTML     66K 
                Restructuring Liability (Details)                                
89: R68         Impairment, Restructuring and Other Exit Costs -    HTML     59K 
                Schedule of Impairment (Details)                                 
90: R69         Income Taxes - Narrative (Details)                  HTML     76K 
91: R70         Income Taxes - Income Tax Expense (Benefit)         HTML     66K 
                (Details)                                                        
92: R71         Income Taxes - U.S. Statutory Federal               HTML     68K 
                Reconciliation (Details)                                         
93: R72         Income Taxes - Deferred Tax Assets and Liabilities  HTML     73K 
                (Details)                                                        
94: R73         Income Taxes - Unrecognized Tax Benefits (Details)  HTML     50K 
95: R74         Income Taxes - U.S. and Foreign Earnings from       HTML     49K 
                Continuing Operations before Taxes (Details)                     
96: R75         Supplemental Cash Flow Information (Details)        HTML     66K 
97: R76         Partnerships and Joint Ventures - Narrative         HTML     72K 
                (Details)                                                        
98: R77         Partnerships and Joint Ventures - Summary of        HTML     83K 
                Aggregate Financial Information (Details)                        
99: R78         Partnerships and Joint Ventures - Joint Venture     HTML     52K 
                Investment Agreement (Details)                                   
100: R79         Partnerships and Joint Ventures - Variable          HTML     58K  
                Interest Entities (Details)                                      
101: R80         Guarantees (Details)                                HTML     41K  
102: R81         Contingencies and Commitments (Details)             HTML    103K  
103: R82         Contract Assets and Liabilities (Details)           HTML     51K  
104: R83         Remaining Unsatisfied Performance Obligations -     HTML     52K  
                Schedule of Remaining Performance Obligation                     
                (Details)                                                        
105: R84         Lines of Credit, Senior Notes and Other Borrowings  HTML     51K  
                - Consolidated Debt (Details)                                    
106: R85         Lines of Credit, Senior Notes and Other Borrowings  HTML    116K  
                - Narrative (Details)                                            
107: R86         Fair Value Measurements - Recurring Basis           HTML     62K  
                (Details)                                                        
108: R87         Fair Value Measurements - Financial Instruments     HTML     87K  
                Not Required to be Measured at Fair Value                        
                (Details)                                                        
109: R88         Goodwill and Intangible Assets - Narrative          HTML     58K  
                (Details)                                                        
110: R89         Goodwill and Intangible Assets - Schedule of Each   HTML     68K  
                Major Intangible Asset Class (Details)                           
111: R90         Property, Plant and Equipment (Details)             HTML     59K  
112: R91         Stock-Based Compensation - Narrative (Details)      HTML    112K  
113: R92         Stock-Based Compensation - Restricted Stock,        HTML    100K  
                Restricted Stock Unit and Stock Option Activity,                 
                Terms and Significant Assumptions for Options                    
                (Details)                                                        
114: R93         Stock-Based Compensation - Fair Value of Options    HTML     52K  
                on Grant Date (Details)                                          
115: R94         Stock-Based Compensation - Range of Exercise        HTML     74K  
                Prices and Intrinsic Value Related to Options                    
                Outstanding (Details)                                            
116: R95         Stock-Based Compensation - VDI Units Granted        HTML     49K  
                (Details)                                                        
117: R96         Retirement Plans - Defined Contribution Retirement  HTML     43K  
                Plans (Details)                                                  
118: R97         Retirement Plans - Defined Benefit Pension Plan     HTML     50K  
                Amendments and Settlement (Details)                              
119: R98         Retirement Plans - Net Periodic Pension Expense     HTML     61K  
                for Defined Benefit Pension Plans (Details)                      
120: R99         Retirement Plans - Assumptions for Determining      HTML     64K  
                Projected Benefit Obligation and Net Periodic Cost               
                of Defined Benefit Pension Plans (Details)                       
121: R100        Retirement Plans - Target and Weighted Average      HTML     63K  
                Actual Allocations and Benefit Pension Plans                     
                (Details)                                                        
122: R101        Retirement Plans - Fair Value Measurements and      HTML    110K  
                Expected Benefit Payments for Defined Benefit                    
                Pension Plans (Details)                                          
123: R102        Retirement Plans - Change in Projected Benefit      HTML    118K  
                Obligation and Plan Assets and Funded Status of                  
                Defined Benefit Pension Plans (Details)                          
124: R103        Retirement Plans - Multiemployer Pension Plans      HTML     41K  
                (Details)                                                        
125: R104        Other Noncurrent Liabilities (Details)              HTML     46K  
126: R105        Leases - Narrative (Details)                        HTML     50K  
127: R106        Leases - Components of Lease Expense (Details)      HTML     60K  
128: R107        Leases - Information Related to Right-of-Use        HTML     99K  
                Assets and Lease Liabilities (Details)                           
129: R108        Leases - Supplemental Information Related to        HTML     66K  
                Leases (Details)                                                 
130: R109        Leases - Remaining Lease Payments (Details)         HTML     87K  
131: R110        Derivatives and Hedging - Narrative (Details)       HTML     46K  
132: R111        Derivatives and Hedging - Notional Amounts and      HTML     57K  
                Fair Values (Details)                                            
133: R112        Derivatives and Hedging - Gains (Losses)            HTML     57K  
                Associated with Cash Flow Hedges (Details)                       
134: R113        Other Comprehensive Income (Loss) - Tax Effects of  HTML     74K  
                Components of Other Comprehensive Income (Loss)                  
                (Details)                                                        
135: R114        Other Comprehensive Income (Loss) - Changes in      HTML    107K  
                AOCI Balances by Component (Details)                             
136: R115        Other Comprehensive Income (Loss) - Significant     HTML     94K  
                Items Reclassified Out of AOCI (Details)                         
137: R116        Discontinued Operations - Narrative (Details)       HTML     53K  
138: R117        Discontinued Operations - Earnings From             HTML     80K  
                Discontinued Operations (Details)                                
139: R118        Discontinued Operations - Assets and Liabilities    HTML    129K  
                Held for Sale (Details)                                          
140: R119        Discontinued Operations - Consolidated Statements   HTML     55K  
                of Cash Flows for the Discontinued Operations                    
                (Details)                                                        
141: R120        Quarterly Financial Data (Unaudited) - Summary of   HTML    116K  
                Quarterly Results of Operations (Details)                        
142: R121        Quarterly Financial Data (Unaudited) - Narrative    HTML     86K  
                (Details)                                                        
144: XML         IDEA XML File -- Filing Summary                      XML    266K  
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‘EX-10.26’   —   Material Contract


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  Document  

Exhibit 10.26





[Fluor Enterprises, Inc. Letterhead]


Fluor Enterprises, Inc.    
6700 Las Colinas Blvd
Irving, Texas 75030



October 30, 2020

David Constable
754 Naples 17th Avenue South
Naples, Florida 34102    
Dear David:

On behalf of Fluor Enterprises, Inc. (“Fluor” or the “Company”), I am very pleased to offer you the position of Chief Executive Officer. If you accept this offer, your start date will be January 1, 2021 or another mutually agreed upon date. This letter summarizes the terms and conditions of your employment, should you accept this offer. We would like to have your response by October 30, 2020. Accordingly, this offer will expire at midnight on October 30, 2020 if it is not accepted before then.

All forms of compensation referred to in this offer letter are in USD and subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law. You will continue to serve on the Board of Directors as an employee director after your start date (subject to annual election the same as now), and any ongoing compensation as a non-employee director will cease upon your start date. Also, for any forms of compensation or benefits where Company service is a factor, your prior service as a Fluor employee will be counted.

Base Salary
Your starting annual base salary will be $1,350,000, less applicable withholding, which will be paid bi-weekly. Your salary will be reviewed on an annual basis in the first fiscal quarter of each year consistent with our annual executive compensation review.

Annual Incentive
Your annual incentive award will be determined consistent with the annual incentive plan applied to other Fluor executive officers based on a target amount commensurate with your position that will be reviewed annually. Your target annual incentive is 150% of your base salary or $2,025,000, gross. Your incentive opportunity range is from zero to 200% of target based on your individual performance and the overall results of Fluor Corporation. Annual incentives are awarded on a fiscal year basis payable within 90 days following the close of the fiscal year. Incentives for FY2021 are expected to be paid in Q1 of 2022 based on actual performance in FY2021.

Cash Transition and Relocation Payment

Subject to the clawback provision set forth below, you will receive a Cash Transition and Relocation Payment of $1,000,000, gross, to be paid on January 8, 2020. Please note all applicable taxes and withholdings will apply to this payment.

If you voluntarily terminate employment with the Company within twelve (12) months of your start date, you will be obligated to repay the Company, the net of taxes amount of the Cash Transition and Relocation Payment. To the extent permitted by applicable law, by signing below, you authorize the Company to deduct any amounts due from your final paycheck (including, without limitation, from any benefit or accrued vacation balance). If such a deduction from the final paycheck is


David Constable
October 30, 2020
Page 2 of 6

insufficient to reimburse the Company for the amount owed, you understand you remain personally liable for the remaining balance and agree to repay Fluor for the remaining balance within ten (10) days of your last day of employment.

Relocation Expenses

You will be reimbursed for travel expenses associated with house hunting, temporary housing costs, and moving expenses related to your relocation from Florida to the Dallas, Texas area in accordance with Company policy. If you decide to sell your current residence as part of your relocation, you will not be reimbursed for commission expenses or closing costs related to the sale.

Regular Long-Term Incentive (LTI) Award
Fluor will recommend to the Organization and Compensation Committee of the Board of Directors (“OCC”) your participation in the LTI plan for fiscal-year 2021. LTI awards emphasize long-term Company performance and management’s alignment with shareholder value creation through continued commitment to profitable growth and cost efficiencies. We will recommend a LTI award of $9,350,000 for fiscal 2021, which is: (i) subject to approval by the OCC; (ii) subject to your signing the corresponding LTI agreements, which along with the plan documents, provide additional details of the corresponding awards, restrictions, and vesting requirements. It is anticipated that your 2021 LTI award will be made at the same time as other Fluor executive officers in a comparable form, as determined by the OCC.

You will continue to be eligible for the LTI awards consistent with other Fluor executive officers while you remain employed by the Company. The design and target values associated with LTI awards are reviewed by the OCC each year so the components, timing and/or award values may vary.

Sign-On Equity Award

In connection with your appointment as CEO, you will receive $5,000,000 in equity awards based on the award-date value, as follows:

    (i) $2,500,000 in stock options with a ratable five year vesting period (vesting in 20% installments on the anniversary date of the award subject to your continued employment) and a ten year term, with vested shares becoming exercisable only if the closing price of the common stock on the date of award appreciates by at least 25% for any period of 20 consecutive trading days before the end of the five year vesting period and otherwise forfeited at that time (number of shares to be determined by the Black-Scholes value using the closing price on the date of award); and

    (ii) $2,500,000 of time-based restricted stock units with a five year vesting period vesting in 20% installments on the anniversary date of the award subject to your continued employment (number of shares to be determined by the closing price of the stock on the date of award).

The above-referenced Sign-on Equity Award is: (i) made pursuant to NYSE rules for new-hire inducement equity outside Fluor’s shareholder-approved stock plan; (ii) subject to approval by the OCC; and (iii) subject to your signing a stock option agreement and a restricted stock unit agreement which, along with the governing plan documents, provide details of the corresponding awards and their respective restrictions and vesting requirements. You should note that the retirement-acceleration provisions applicable to regular stock option and restricted stock unit awards will not apply to the Sign-on Equity, which is for the purpose of encouraging your employment retention.

It is anticipated that this Sign-on Equity Award will be made at the next OCC meeting after employment commences, but no later than January 8, 2021 or as soon as allowed if we are in a closed period.

At-Will Employment

Your employment relationship with Fluor will be “at-will.” This means that your employment with Fluor is not for any specified period of time and that either you or Fluor can terminate the employment relationship at any time, for any or no reason, with


David Constable
October 30, 2020
Page 3 of 6

or without cause, and with or without notice, subject to restrictions under any applicable law. Nothing contained in this letter or in any Company policy or benefit is intended, nor should it be construed, to alter the at-will relationship that Fluor and its employees maintain with one another.

Additionally, the at-will status of your employment cannot be altered by any oral statement or alleged oral agreement. Although the Company reserves the right to change from time-to-time other terms, conditions, and benefits of employment, the at-will nature of your employment with the Company is one aspect of our employment relationship that will not change. The only way the at-will nature of our employment relationship can be changed is by way of an express written agreement, signed by you and the Executive Chair of Fluor Corporation’s Board of Directors or the current Lead Independent Director. Accordingly, no statement from other Company officers or in any Company policy can change the at-will nature of your employment.

Human Resources Policies

During your employment with Fluor, you will be covered by its Human Resources Policies, as may be amended from time to time, and your home base office will be in Irving, Texas. Following is a summary description of some of the Company policies and the benefits offered by Fluor. For a detailed description of benefits available to you while employed by Fluor, please refer to the new-hire benefits information provided by local HR.

In addition, you will be covered by, and required to comply with, the Company’s executive compensation policies, including but not limited to, ownership guidelines, clawback requirements, hedging and pledging prohibitions, and change in control and retirement provisions.

Although a summary of benefits is being provided, please note that any plans described in this letter are subject to the specific terms and provisions of the legal documents governing these plans. Provisions of the plans as established in the plan documents are the sole source for interpretation and administration. Any conflict between the summary set forth in this letter and the Plan documents will be resolved in favor of the Plan documents. Additionally, the Company reserves the right to modify, amend, or delete any Company policy or benefit at any time, with or without notice.

Executive Deferred Compensation Plan (EDCP)
Starting from your date of hire you will be eligible to participate in this program, which has been designed to help you manage your tax obligations and plan for financial security. Your first eligible participation period will begin on your date of hire. You must enroll within 30 days of your hire date with Fluor through Prudential, our program administrator, if you wish to participate for 2021.

Participation in this plan is voluntary. Amounts deferred under the plan may be deferred until termination, retirement, or for other specified periods of time as allowed by the plan, and will accrue interest based on the allocation of your EDCP balance among the available crediting options.

Please contact Karen Roberts at karen.roberts@fluor.com for more information.

401(k) Savings Investment Plan (SIP)
You will be eligible immediately to participate in the 401(k) SIP. You may elect to defer a percentage of your base salary up to IRS maximums. After one year of service, including any prior service, the Company makes matching contributions of 100% of your contributions up to a maximum equal to 5% of your base salary earnings, subject to IRS maximums. You are immediately 100% vested in the full value of your contributions and the matching contributions within your SIP account. You decide where to invest your account from among a variety of funds with varying objectives. The maximum contribution limits may be adjusted for inflation. Check www.irs.gov for updates.
If you have funds in a retirement savings account from a previous employer, you may rollover the funds provided they are from a qualified plan and constitute a rollover contribution under the applicable IRS Code.


David Constable
October 30, 2020
Page 4 of 6


An additional feature of the SIP is a loan option. This feature allows you to borrow up to 50% of your vested account balance to a maximum of $50,000.

Discretionary Company SIP Contribution

In addition, based on financial performance, the Company may make an annual discretionary contribution to your SIP account. The amount of the contribution is based on years of service and is dependent on the overall financial performance of the Company. Employees will receive awards based on a percentage of their eligible base salary. The vesting schedule for participants is 100% after three years of service.

Years of ServiceDiscretionary Company Contributions
1 – 9Up to 4% of your eligible compensation
10 – 19Up to 5% of your eligible compensation
20 – 29Up to 6% of your eligible compensation
30+Up to 7% of your eligible compensation


Executive Physical Examination Program

As a member of the Executive Management Team, you will be eligible for an annual allowance for an annual executive physical examination in an amount that is consistent with Company policy for other executive officers and commensurate with your level.

Executive Financial Planning Program

As a member of the Executive Management Team, you will be eligible for an annual reimbursement for financial planning services, in an amount consistent with Company policy for executives at your level, to enable you to review your current and future financial requirements with an outside financial advisor. We encourage you to seek qualified professional advice in meeting your overall financial objectives.

Executive Car Allowance
You will also be eligible for a monthly car allowance that is consistent with amounts paid to other similarly situated executive officers of the Company. This car allowance will be paid through the payroll system.

Club Membership

The Company will pay on your behalf, or reimburse you for, membership fees payable in connection with your membership in one country club of your choice.

Indemnification

During and after your employment, the Company will indemnify you in your capacity as an executive officer and member of the Board to the maximum extent permitted under the Company’s charter, by-laws, and applicable law. To implement this provision, the Company shall execute and deliver to you its standard form of indemnification agreement for officers and directors after commencement of your employment.

Time Off With Pay (TOWP)

You will be eligible to accrue Time off with Pay (TOWP). The TOWP weekly accrual rate is based on the total number of years of continuous service as verified with TOWP Accrual Date. An employee earns 0.09625 hours for every hour paid up


David Constable
October 30, 2020
Page 5 of 6

to a maximum of 7.70 hours per pay period during the first four years of Continuous Service. An employee earns 0.11550 hours for every hour paid up to a maximum of 9.24 hours per pay period beginning on the fifth through nineteenth year of Continuous Service. An employee earns 0.13475 hours for every hour paid up to a maximum of 10.78 hours per pay period beginning on the twentieth year of Continuous Service and each year thereafter.

You may use TOWP hours for payment of any time off from work you take; in addition, you will be required to use TOWP hours for facility closure dates (e.g. holidays, etc). TOWP will not accrue during any unpaid time off (with the exception of an approved short-term disability). TOWP accruals are capped at 2,080.

Please refer to Fluor U.S. Policy HR-301 for further details on TOWP.

Group Health, Dental, Vision, Life and Disability Insurance
In accordance with the standard Company benefit offerings, you will be provided with Basic Employee Life insurance, Long Term Disability coverage, and Business Travel Accident insurance. In addition, you may purchase medical, dental, vision, and additional life insurance for yourself and your dependents. You have the option to purchase short-term disability coverage for yourself. Monthly premiums are based on the options you select. Should you choose to elect coverage, it will begin on your first day of employment, provided you enroll within 31 days of your hire date.

Wellness Program

A wellness program is available to help employees improve their health and earn incentives to reduce the cost of their medical insurance premiums. A package will be provided to explain all benefit choices available to you.

Other Employee Benefits and Services
Other benefits available include Tuition Reimbursement Program, automatic enrollment in programs such as Employee and Family Assistance Program, Vision Discount Program and "Benefits For You Plus" Employee Discounts and Services Programs; and eligibility for voluntary benefits such as Critical Illness Insurance, Legal Services, and Auto/Home Insurance as well as Tax Savings Accounts, which give you the ability to pay qualifying medical, dental, vision and child/elder care expenses with pre-tax dollars.

Contingencies
The Immigration Reform and Control Act of 1986 requires Fluor to verify and record both your identity and right to work in the United States. Accordingly, this offer of employment is contingent on your being able to satisfy the requirements of the law on or before your first day of work.

In addition, this offer of employment is contingent upon your successful completion of a pre-employment chemical screen test to be conducted by e-Screen. This screening must be completed prior to your first day of work. Instructions for completing this screening will be providedimage_01.jpg.

This offer of employment is also contingent upon your ability to work for the Company without restrictions from any previous employer. By accepting this offer, you confirm and represent that you are under no obligation or arrangement (including any restrictive covenants with any prior employer or any other entity) that would prevent you from becoming an employee of the Company or that would adversely impact your ability to perform the expected services on behalf of the Company. You also confirm and represent that you have not taken (or failed to return) in an unauthorized manner any confidential, proprietary, or trade secret information belonging to a prior employer or any other entity, and that you will never use or disclose such


David Constable
October 30, 2020
Page 6 of 6

information to Fluor (or any of its employees, agents or affiliates) or attempt to induce Fluor (or any of its employees, agents or affiliates) to use such information.

I hope that you will accept this offer and look forward to a productive and mutually beneficial working relationship. Please let me know if you have any questions about any of the matters outlined in this letter. I will do what I can to either answer your questions myself or to have your questions answered by H.R.

If you wish to accept this offer of employment with Fluor, please return a signed copy of this offer letter me. Please note that by signing this offer letter, you also acknowledge that no other promises or representations have been made to you about your employment with Fluor other than those contained in this offer letter.

Sincerely,

/s/ Alan Boeckmann
Alan Boeckmann


Accepted:

/s/ David Constable                        10/30/2020    
David Constable              Date


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/26/218-K
1/8/21
1/1/21
For Period end:12/31/2011-K,  SD
10/30/208-K
1/8/20
 List all Filings 


6 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/20/24  Fluor Corp.                       10-K       12/31/23  117:12M                                    Workiva Inc Wde… FA01/FA
 2/21/23  Fluor Corp.                       10-K       12/31/22  122:15M                                    Workiva Inc Wde… FA01/FA
 2/22/22  Fluor Corp.                       10-K       12/31/21  137:21M                                    Workiva Inc Wde… FA01/FA
11/05/21  Fluor Corp.                       S-8        11/05/21    4:160K                                   Toppan Merrill/FA
 5/07/21  Fluor Corp.                       10-Q/A      3/31/21   93:9.9M                                   Workiva Inc Wde… FA01/FA
 5/07/21  Fluor Corp.                       10-Q        3/31/21   92:9.9M                                   Workiva Inc Wde… FA01/FA


35 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

12/28/20  Fluor Corp.                       8-K:1,3,9  12/22/20   12:255K                                   Toppan Merrill/FA
12/17/20  Fluor Corp.                       S-8        12/17/20    4:270K                                   Toppan Merrill/FA
12/10/20  Fluor Corp.                       10-Q        9/30/20   90:13M                                    Workiva Inc Wde… FA01/FA
 9/25/20  Fluor Corp.                       10-K       12/31/19  157:42M                                    Workiva Inc Wde… FA01/FA
 9/21/20  Fluor Corp.                       8-K:1,7,9   9/17/20   13:413K                                   Toppan Merrill/FA
 8/03/20  Fluor Corp.                       8-K:1,3,9   7/29/20   12:246K                                   Toppan Merrill/FA
 7/08/20  Fluor Corp.                       8-K:1,9     7/07/20   12:398K                                   Toppan Merrill/FA
 4/03/20  Fluor Corp.                       8-K:1,9     4/02/20   12:417K                                   Toppan Merrill/FA
 3/25/20  Fluor Corp.                       8-K:1,3,5,8 3/24/20   13:770K                                   Toppan Merrill/FA
10/31/19  Fluor Corp.                       10-Q        9/30/19   99:14M                                    Workiva Inc Wde… FA01/FA
 8/29/18  Fluor Corp.                       8-K:1,8,9   8/29/18    3:258K                                   Toppan Merrill/FA
 8/23/18  Fluor Corp.                       8-K:1,8,9   8/20/18    4:558K                                   Toppan Merrill/FA
 8/02/18  Fluor Corp.                       10-Q        6/30/18   82:9.9M                                   Toppan Merrill/FA
 5/03/18  Fluor Corp.                       10-Q        3/31/18   84:7.9M                                   Toppan Merrill/FA
11/02/17  Fluor Corp.                       10-Q        9/30/17   83:9.7M                                   Toppan Merrill/FA
 8/03/17  Fluor Corp.                       10-Q        6/30/17   83:9.6M                                   Toppan Merrill/FA
 5/04/17  Fluor Corp.                       S-8         5/04/17    4:243K                                   Toppan Merrill/FA
 2/17/17  Fluor Corp.                       10-K       12/31/16  133:21M                                    Toppan Merrill-FA
 5/05/16  Fluor Corp.                       10-Q        3/31/16   85:7.8M                                   Toppan Merrill/FA
 3/21/16  Fluor Corp.                       8-K:1,2,8,9 3/21/16    3:300K                                   Toppan Merrill/FA
 3/02/16  Fluor Corp.                       8-K:1,2,7,9 2/25/16    4:2.5M                                   Toppan Merrill/FA
 2/09/16  Fluor Corp.                       8-K:5,9     2/03/16    2:182K                                   Toppan Merrill/FA
 4/30/15  Fluor Corp.                       10-Q        3/31/15   74:9M                                     Toppan Merrill/FA
11/25/14  Fluor Corp.                       8-K:1,2,8,911/25/14    3:242K                                   Toppan Merrill/FA
 5/03/13  Fluor Corp.                       8-K:5,9     5/02/13    2:186K                                   Toppan Merrill/FA
 6/22/12  Fluor Corp.                       S-3ASR      6/22/12    6:517K                                   Toppan Merrill-FA
 5/08/12  Fluor Corp.                       8-K:5,9     5/03/12    3:205K                                   Toppan Merrill/FA
 2/22/12  Fluor Corp.                       10-K       12/31/11   89:14M                                    Toppan Merrill-FA
 9/13/11  Fluor Corp.                       8-K:1,2,9   9/13/11    2:201K                                   Toppan Merrill/FA
 9/08/11  Fluor Corp.                       8-K:8,9     9/07/11    2:578K                                   Toppan Merrill/FA
 6/29/10  Fluor Corp.                       8-K:5,9     6/23/10    3:198K                                   Toppan Merrill/FA
 2/25/09  Fluor Corp.                       10-K       12/31/08   16:2.9M                                   Toppan Merrill-FA
 2/29/08  Fluor Corp.                       10-K       12/31/07   12:1.6M                                   Toppan Merrill-FA
 3/31/03  Fluor Corp.                       10-K       12/31/02   11:1.3M                                   Bowne - Biv/FA
11/22/00  Fluor Corp.                       10-12B/A              23:1.2M                                   Donnelley … Solutions/FA
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