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EXHIBIT 10.22
SETTLEMENT AND RELEASE AGREEMENT
Xxxxxx X. XxXxxx and Fluor Corporation have reached the following
Agreement in connection with Employee's separation from Fluor Corporation. In
this Agreement, "Employee" refers to Xxxxxx X. XxXxxx. "Company" refers to Fluor
Corporation.
1. PAYMENTS. The Company agrees to make the payments and accommodations
described on Exhibit A (attached), which is part of this Agreement to the
Employee. Employee understands that the Company will deduct from these amounts
federal withholding taxes and other deductions the Company is required by law to
make from wage payments to employees. Employee further understands that these
amounts are all Employee is entitled to receive from the Company except for
those amounts described in Paragraph 5 to which Employee may be entitled.
Employee will receive no further wage, vacation or other similar payments from
the Company.
2. NO OBLIGATION TO MAKE PAYMENT UNDER NORMAL POLICIES. Employee agrees
that the payments and accommodations described on Exhibit A are more than the
Company is required to pay under its normal policies and procedures and that
Employee is not entitled to them unless and until the Agreement becomes
effective.
3. COMPLETE RELEASE. Employee agrees to release the Company, any
related companies, and the employees and directors of any of them from all
claims or demands Employee may have, of every kind and nature, known or unknown
to the Employee and in particular any claims or demands based on Employee's
employment with the Company or the termination of that employment. This includes
a release of any rights or claims Employee may have under the Age Discrimination
in Employment Act, which prohibits age discrimination in employment; Title VII
of the Civil Rights Act of 1964, which prohibits discrimination in employment
based on race, color, national origin, religion or sex; the Americans With
Disabilities Act, which prohibits discrimination in employment based on an
individual's physical or mental disabilities; the Equal Pay act, which prohibits
paying men and women unequal pay for equal work; or any other federal, state or
local laws or regulations prohibiting employment discrimination. This also
includes a release by Employee of any claims for wrongful discharge.
4. ADDITIONAL FACTS. Employee agrees and acknowledges that he may
hereafter discover facts different from, or in addition to, those he now
believes to be true with respect to any or all of the claims or demands herein
released. Nevertheless, the Company and Employee agree that the release set
forth above shall be and remain effective in all respects, notwithstanding the
discovery of such different or additional facts.
5. RELEASE INAPPLICABLE TO RETIREMENT BENEFITS. This release does not
include a release of Employee's right, if any, to retirement benefits under the
Company's standard retirement programs.
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6. NO FUTURE LAWSUITS. Employee promises never to file a lawsuit
asserting any claims that are released in Paragraphs 3 and 4. Similarly, Company
promises never to file a lawsuit asserting any claims that are released in this
Agreement.
7. NON-ADMISSION OF WRONGDOING. By making this Agreement, neither the
Company nor the Employee admits that they have done anything wrong.
8. NON-RELEASE OF FUTURE CLAIMS. This Agreement does not waive or
release any rights or claims that Employee may have under the Age Discrimination
in Employment Act, Title VII of the Civil Rights Act of 1964 or the Americans
With Disabilities Act which arise after the date the Employee signs this
Agreement.
9. CONSEQUENCES OF EMPLOYEE VIOLATION OF PROMISES. If Employee breaks
Employee's promise in Paragraph 6 of this Agreement and files a lawsuit based on
legal claims that Employee has released, Employee will pay for all costs
incurred by the Company, any related companies or the directors or employees of
any of them, including reasonable attorneys' fees if employer is successful, in
defending against the Employee's claim.
10. PERIOD FOR REVIEW AND CONSIDERATION OF AGREEMENT. Employee
acknowledges that Employee has been given a period of at least 21 days to review
and consider this Agreement before signing it. Employee further understands that
Employee may use as much of this 21 day period as Employee wishes prior to
signing.
11. CONSULT WITH ATTORNEY. Employee is advised to consult with an
attorney before signing this Agreement. Employee understands that whether or not
to do so is Employee's decision.
12. EMPLOYEE'S RIGHT TO REVOKE AGREEMENT. Employee may revoke this
Agreement within seven days after the date Employee signs it by delivering
written notice to Xxxxx Xxxxx Fluor Xxxxxx, Inc., 0000 Xxxxxxxxx Xxxxx, Xxxxxx,
Xxxxxxxxxx 00000. Such written notice must be received no later than the close
of business on the seventh day after Employee signs this Agreement. If Employee
revokes this Agreement it shall not be effective or enforceable and Employee
will not receive the payments and accommodations described in Paragraph 1. This
Agreement will not be effective or enforceable until the seven day period has
expired.
13. APPLICABLE LAW. This Agreement shall be governed by and construed
and enforced under South Carolina law, excluding the provisions thereof which
refer to the laws of another jurisdiction.
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14. CONFIDENTIAL INFORMATION. Employee promises that Employee will keep
the terms, amounts and fact of this Agreement completely confidential, and
promises not to disclose any information about this Agreement to anyone other
than Employee's spouse, attorney, financial or tax advisor, or senior members of
the Company's Tax or Human Resources Department. Before Employee tells his
spouse or attorney, financial or tax advisor anything about this Agreement, he
will inform them of this confidentiality clause and have them agree to follow
it. If this Agreement is sought by court order or otherwise compulsion of law,
Employee will promptly provide Company and its counsel with sufficient notice in
advance of such proposed disclosure to enable the Company to be heard with
respect to any such disclosure.
15. CONFIDENTIAL INFORMATION; NO SOLICITATION. Employee understands and
agrees that in the course of Employee's employment with the Company, Employee
has acquired confidential information and trade secrets concerning the Company's
operations, its future plans and its methods of doing business. Employee
understands and agrees it would be extremely damaging to the Company if Employee
disclosed such information to a competitor or made it available to any other
person or company. Employee understands and agrees that such information has
been divulged to Employee in confidence and Employee understands and agrees that
Employee will keep such information secret and confidential unless disclosure is
required by court order or otherwise by compulsion of law. Employee further
agrees that Employee will not solicit or participate in or assist in any way in
the solicitation of any other employees of the Company or of any of its
affiliates. In view of the nature of Employee's employment and the information
and trade secrets which Employee has received during the course of Employee's
employment, Employee also agrees that the Company would be irreparably harmed by
any violation, or threatened violation of the agreements in this paragraph and
that, therefore, the Company shall be entitled to an injunction prohibiting
Employee from any violation or threatened violation of such agreements.
16. SEVERABILITY. If any provision or part of this Agreement is held or
determined to be invalid or unenforceable for any reason, each such provision or
part shall be severed from the remaining provisions of the Agreement or the
Agreement shall be read and interpreted as if it did not contain such provision
or part. The validity and enforceability of remaining provisions shall not be
affected by any such invalid or unenforceable part or provision.
17. INDEMNIFICATION: If Employee is subjected to any claim or demand
involving any action or inaction allegedly taken by him during the course of his
employment or directorship with the Company, Employee will be entitled to all
rights of indemnification which may then be available to other executive
officers or directors of the Company, including, without limitation, insurance
protection under any director and/or officer liability insurance coverage
maintained by the Company or any subsidiary and any rights to indemnification
provided by applicable law or the By-laws of the Company or any subsidiary, and
the Company will, and shall cause any subsidiary to, cooperate fully with the
Employee in responding to or defending against any such claim or demand.
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18. COOPERATION: Employee agrees to make himself available to respond
to inquiries by the Company regarding management, regulatory, and legal
activities which he acquired knowledge while employed by the Company. Employee
agrees to make available, without the requirement of being subpoenaed, to confer
with counsel at reasonable times and locations and upon reasonable notice
concerning any knowledge he has or may have with respect to actual and/or
potential disputes arising out of the activities of the Company during his
period of employment. Employee further agrees to submit to deposition and/or
testimony in accordance with the laws of the forum involved concerning any
knowledge he has or may have with respect to actual and/or potential disputes
arising out of the activities of the Company during his period of employment.
19. NON-COMPETITION: During the terms of this Agreement, the Employee
agrees that it will not in any manner directly or indirectly provide services,
advice or other assistance to any firm or business which is similar to or
competitive with the business of the Company or any of its affiliates without
prior written approval.
20. ENTIRE AGREEMENT. This Agreement, which includes Exhibit A, is the
entire Agreement between Employee and Company. The Company has made no promises
to Employee other than those in this Agreement.
EMPLOYEE ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT, UNDERSTANDS IT
AND IS VOLUNTARILY ENTERING INTO IT.
PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL
KNOWN AND UNKNOWN CLAIMS.
FLUOR CORPORATION
January 22, 1998
--------------------------- BY: /s/ Xxxxx X. Xxxxx
DATE SIGNED --------------------------------
Xxxxx X. Xxxxx
January 22, 1998 /s/ Xxxxxx X. XxXxxx
--------------------------- -----------------------------------
DATE SIGNED EMPLOYEE SIGNATURE
/s/ Xxxxx X. Xxxxxxx
---------------------------
WITNESS SIGNATURE
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EXHIBIT A TO
SETTLEMENT AND RELEASE AGREEMENT
BETWEEN XXXXXX X. XXXXXX AND FLUOR CORPORATION
SEVERANCE BENEFITS
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For entering into this agreement, the Company will make the following
payments, accommodations, or provide these benefits which are more than the
Company is required to do under normal policy.
1. The Organization and Compensation Committee of the Board of Directors
has accepted your request for early retirement, which accords you the
following benefits:
a. 100% vesting on all stock options, and you will
have three years from the date of your early
retirement to exercise these vested options.
b. Restricted stock/restricted units currently
awarded will vest 100% on the date your employment
ends. Restricted units are intended to cover the
required deductions for state and federal taxes as
well as other required payroll taxes such as
Social Security, Medicare, etc. With the recent
change in tax laws, the awarded restricted units
are not adequate to cover these required taxes and
a payment on your part will be required to cover
these.
c. Supplemental Life Insurance provides a death
benefit of $5.0 MM while employed. After your
employment ends, and provided that you fulfill all
other obligations under the S & R agreement, you
have requested the continuation of the death
benefit until age 65 and then to begin installment
payments of $35,389.55 per month for 10 years.
The Organization and Compensation Committee has
approved your request.
If you should pass away before the installment
payments have been completely paid, your
beneficiary may request to continue the
installment payments or receive a lump-sum amount
equal to the remaining installments, discounted to
current value at the time payment is made.
d. You will be given, as a taxable gift, your
assigned company-owned vehicle. Insurance and
maintenance on this vehicle will become your
responsibility on transfer of ownership upon your
separation.
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e. We will continue your normal Employee Health Care
coverage (provided you pay the employee portion of
the premiums) and your Executive Health Care
(Company paid) for two years following your
separation. COBRA provisions for Executive Health
Care is available for 18 months following the end
of this 2-year continuation period at your
expense.
If you should pass away, your spouse may continue
coverage at the employee-only rate or for the
employee and family rate if there are covered
dependents.
f. Tax services and personal financial planning will
be reimbursed per the Management Directive in an
amount up to $10,000 ($8,000 and $2,000
respectively).
4. Your incentive compensation (management bonus) for FY'97
was zero as determined by the Organization and
Compensation Committee.
5. Receipt of cash awards under the LTI Program requires the
executive be actively employed (not on leave of absence)
at the time payment is made and there is no proration of
cash awards. It was determined by the Organization and
Compensation Committee that you had completed the fiscal
year and will pay the amount of $138,336 for Plan Year
1995-97. The Cash Awards for Plan Years 1996-98 and
1997-99 will be forfeited.
6. Club membership fees and related business expenses will be
reimbursed during the period of active employment. Upon
termination of employment, club memberships and tickets
owned or purchased by the company will be reassigned to
another executive. the Company Membership in the
Greenville Country Club will be transferred to you as a
taxable gift. Until The Vintage membership in your name is
reassigned, you may use these club privileges.
7. While a director, you will continue to participate in the
Directors Supplemental Life Insurance Plan which provides
$75,000 to your beneficiary.
8. We will pay you in a lump sum or installment
payment/payments (your choice) two year's base salary.
9. We will pay for you and your spouse to have a physical
exam at the Xxxxxx Clinic.
10. The Company will provide office space, secretarial support
and other office services.
11. The Company will reimburse you for actual, reasonable
out-of-pocket expenses related to services provided by you
at the Company's request and in accordance with the
Company's reimbursement policies through January 1, 2000.
