STOCK OPTION AGREEMENT
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.
Section 1. AWARD SUBJECT TO PLAN
This Stock Option Award is made subject to all of the terms and conditions of the Plan, including any terms,
rules or determinations made by the Committee (as defined in the Plan), pursuant to its administrative authority
under the Plan and such further terms as are set forth in the Plan that are applicable to awards thereunder,
including without limitation provisions on adjustment of awards, non-transferability, satisfaction of tax
requirements and compliance with other laws. Capitalized terms used in this Agreement and not defined herein
have the meaning set forth in the Plan.
Section 2. STOCK OPTION AWARD
The Company hereby awards Grantee an Option to purchase shares of Company Common Stock pursuant to
this Agreement at a purchase price per share of [purchase price], subject to the terms and conditions set forth
herein and in the Plan. The Option may not be exercised in whole or in part as of the Grant Date, and is
exercisable only if and to the extent provided in the following paragraphs and otherwise subject to and in
accordance with the Plan.
Section 3. VESTING AND EXPIRATION
[Vesting schedule will be determined by the Organization and Compensation Committee. Certain agreements
provide for cliff vesting, time vesting and/or acceleration upon the achievement of certain performance targets or
maintenance of a certain s