0001104659-09-031513 Sample Contracts

NON-U.S. STOCK GROWTH INCENTIVE AWARD AGREEMENT

Stock Growth Incentive Award Agreement • May 11th, 2009 • Fluor Corp • Heavy construction other than bldg const - contractors • Delaware

• Contract Type
  Stock Growth Incentive Award Agreement
• Filed
  May 11th, 2009
• Company
  Fluor Corp
• Industry
  Heavy construction other than bldg const - contractors
• Jurisdiction
  Delaware

This Non-U.S. Stock Growth Incentive Award Agreement (“Agreement”) entered into as of [date of grant], by and between Fluor Corporation, a Delaware corporation (the “Company”), and [name of recipient] (“Grantee” or “you”) evidences and confirms the following Non-U.S. Stock Growth Incentive Award (the “Award”) by the Committee under the Fluor Corporation 2008 Executive Performance Incentive Plan (the “Plan”).

VALUE DRIVER INCENTIVE AWARD AGREEMENT

Value Driver Incentive Award Agreement • May 11th, 2009 • Fluor Corp • Heavy construction other than bldg const - contractors • Delaware

• Contract Type
  Value Driver Incentive Award Agreement
• Filed
  May 11th, 2009
• Company
  Fluor Corp
• Industry
  Heavy construction other than bldg const - contractors
• Jurisdiction
  Delaware

This Value Driver Incentive Award Agreement (“Agreement”) entered into as of [date of grant], by and between Fluor Corporation, a Delaware corporation (the “Company”), and [name of recipient] (“Grantee” or “you”) evidences and confirms the following Value Driver Incentive Award (“VDI Award”) by the Committee under the Fluor Corporation 2008 Executive Performance Incentive Plan (the “Plan”).

STOCK OPTION AGREEMENT

Stock Option Agreement • May 11th, 2009 • Fluor Corp • Heavy construction other than bldg const - contractors • Delaware

• Contract Type
  Stock Option Agreement
• Filed
  May 11th, 2009
• Company
  Fluor Corp
• Industry
  Heavy construction other than bldg const - contractors
• Jurisdiction
  Delaware

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.

RESTRICTED STOCK UNIT AGREEMENT

Restricted Stock Unit Agreement • May 11th, 2009 • Fluor Corp • Heavy construction other than bldg const - contractors • Delaware

• Contract Type
  Restricted Stock Unit Agreement
• Filed
  May 11th, 2009
• Company
  Fluor Corp
• Industry
  Heavy construction other than bldg const - contractors
• Jurisdiction
  Delaware

This Restricted Stock Unit (“RSU”) 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 RSU Award under the Fluor Corporation 2008 Executive Performance Incentive Plan (“Plan”).