2001 FLUOR STOCK APPRECIATION RIGHTS PLAN
Section 1.1 DEFINITIONS
As used herein, the following terms shall have the meanings hereinafter set forth unless the context clearly
indicates to the contrary:
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Change of Control" shall mean, unless the Committee or the Board shall provide otherwise, an occurrence of
any of the following events (a) a third person, including a "group" as defined in Section 13(d)(3) of the Exchange
Act, acquires shares of the Company having twenty-five percent or more of the total number of votes that may be
cast for the election of directors of the Company,
(b) as the result of any cash tender or exchange offer, merger or other business combination, or any combination
of the foregoing transactions (a "Transaction"), the persons who were directors of the Company before the
Transaction shall cease to constitute a majority of the Board of the Company or any successor to the Company;
or (c) such other events as the Committee or the Board from time to time may specify. "Change of Control
Transaction" shall include any tender offer, offer, exchange offer, solicitation, merger, consolidation,
reorganization or other transaction which is intended to or reasonably expected to result in a Change of Control.
(c) "Committee" shall mean Organization and Compensation Committee of the Board, and/or another committee
of the Board, as appointed from time to time by the Board.
(d) "Company" shall mean Fluor Corporation.
(e) "Fair Market Value" shall mean the average of the highest price and the lowest price per share at which the
Stock is sold in the regular way on the New York Stock Exchange on the day such value is to be determined
hereunder or, in the absence of any reported sales on such day, the first preceding day on which there were such
(f) "Grantee" shall mean an employee to whom Rights have been granted hereunder.
(g) "Plan" shall m