VALUE DRIVER INCENTIVE AWARD AGREEMENT
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”).
Section 1. AWARD SUBJECT TO PLAN
Your VDI Award is made subject to all of the terms and conditions of this Agreement and the Plan, a copy of
which is provided to Grantee herewith, 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. MEASURE DEFINITIONS
Your VDI Award target is comprised of [performance measures — to be determined by the Organization and
Compensation Committee. The Plan details what measures can be used for programs granted under the Plan. It
may include performance criteria such as net earnings, new awards (dollars), new awards (percentage), new
awards gross margin (dollars), new awards gross margin (percentage) and/or others as defined in the Plan].
Section 3. PERFORMANCE TARGET AND VALUE OF AWARD
Your VDI Award target amount is [dollar value of award] calculated on the basis of [calculation based on
percentage weighting of each measure over the number of years determined by the Organization and
If [performance measure] for the Performance Period is: