Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported, Mr. Ray F. Barnard, Executive Vice President, Systems
and Supply Chain, and Mr. Jose Bustamante, Executive Vice President, Energy and
Chemicals-Business Development and Strategy, were separated from their
employment with Fluor Corporation (the "Corporation") effective May 22, 2020.
On May 22, 2020, the Corporation entered into Separation and Release Agreements
(each, a "Separation Agreement") with each of Mr. Barnard and Mr. Bustamante.
Pursuant to their respective Separation Agreements, Mr. Barnard will receive a
lump sum payment of $620,000, and Mr. Bustamante will receive a lump sum payment
of $525,000, which amounts are equal to one year of their base salaries on the
date of separation. Messrs. Barnard and Bustamante will also be paid for any
accrued but unused time off with pay. Messrs. Barnard and Bustamante will be
eligible to receive their annual incentive awards earned for 2019, which will be
paid after the Corporation files its Annual Report on Form 10-K for the year
ended December 31, 2019. Restricted stock units, Value Driver Incentive awards
and non-qualified stock options granted to Messrs. Barnard and Bustamante at
least one year prior to the separation date will continue to vest in accordance
with their terms.
The Separation Agreements provide that Messrs. Barnard and Bustamante will make
themselves reasonably available to assist the Corporation in any litigation or
investigations involving the Corporation. The Separation Agreements also contain
customary confidentiality covenants, a release of claims, and non-competition
and non-solicitation restrictions.
In addition, on May 22, 2020, the Corporation entered into a Consulting
Agreement with Mr. Bustamante, pursuant to which he may provide consulting and
advisory services to the Corporation at a rate of $495 per hour, for a period of
up to six months beginning on May 25, 2020.
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