0001104659-10-027275 Sample Contracts

FORM OF RESTRICTED STOCK UNIT AGREEMENT
Form of Restricted Stock Unit Agreement • May 10th, 2010 • Fluor Corp • Heavy construction other than bldg const - contractors • Delaware

This Restricted Stock Unit 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 Unit Award (“RSU Award”) under the Fluor Corporation 2008 Executive Performance Incentive Plan (“Plan”). Capitalized terms used in this Agreement and not defined herein have the meaning set forth in the Plan.

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FORM OF NON-U.S. STOCK GROWTH INCENTIVE AWARD AGREEMENT
Stock Growth Incentive Award Agreement • May 10th, 2010 • Fluor Corp • Heavy construction other than bldg const - contractors • 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 the grant to Grantee of an Incentive Award (the “Non-US Stock Growth Incentive Award” or “Award”) under the Fluor Corporation 2008 Executive Performance Incentive Plan (the “Plan”). Capitalized terms used in this Agreement and not defined herein have the meaning set forth in the Plan.

FORM OF STOCK OPTION AGREEMENT
Form of Stock Option Agreement • May 10th, 2010 • Fluor Corp • Heavy construction other than bldg const - contractors • 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. Capitalized terms used in this Agreement and not defined herein have the meaning set forth in the Plan.

FORM OF RESTRICTED STOCK AGREEMENT
Form of Restricted Stock Agreement • May 10th, 2010 • Fluor Corp • Heavy construction other than bldg const - contractors • Texas

This Restricted Stock Agreement (“Agreement”) entered into as of <<DATE>> (the “Grant Date”), by and between Fluor Corporation, a Delaware corporation, and <<NAME>> (“Grantee” or “you”) evidences the grant of a Restricted Stock Award by the Committee (as defined in the Plan) under the Fluor Corporation 2000 Restricted Stock Plan for Non-Employee Directors, as amended (“ Plan”).

FORM OF RESTRICTED UNIT AWARD AGREEMENT
Form of Restricted Unit Award Agreement • May 10th, 2010 • Fluor Corp • Heavy construction other than bldg const - contractors • Texas

This agreement (“Agreement”) entered into as of <<GRANT DATE>>, by and between Fluor Corporation, a Delaware corporation (“Company”), and <<NAME>> (“Grantee” or “you”) evidences and confirms the following Restricted Unit Award by the Committee (as defined in the Plan) under the Fluor Corporation 2000 Restricted Stock Plan for Non-Employee Directors, as amended (the “Plan”). Your Restricted Unit Award is made subject to all the terms and conditions of the Plan, a copy of which is enclosed herewith.

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