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2001 FLUOR STOCK APPRECIATION RIGHTS PLAN
(Amended and Restated effective as of November 1, 2007)
Section 1.1 DEFINITIONS
As used herein, the following terms shall have the meanings hereinafter set forth unless the context clearly indicates to the
(a) "Board" shall mean the Board of Directors of the Company.
(b) Unless the Committee or the Board shall provide otherwise, "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 v