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. Garry W. Flowers stepped down from his position as
Executive Vice President, Construction, HSE and Risk of Fluor Corporation
(the "Corporation"), effective January 18, 2021. Subsequently, his current
position of Executive Vice President, Office of the CEO was eliminated, and on
May 18, 2021, the Corporation entered into a Separation and Release Agreement
(the "Agreement") with Mr. Flowers specifying the terms of his separation from
employment. Pursuant to the Agreement, Mr. Flowers will provide transition
services to the Corporation through June 30, 2021 (the "Transition Period");
provided, however, that his employment will be terminated earlier if he provides
any services to any company engaged in a business competitive to the Corporation
during the Transition Period. Mr. Flowers will receive a lump sum payment of
$1,600,000 at the end of his employment, which includes severance and retention
amounts. He will be eligible to receive a prorated portion of his 2021 annual
incentive award for the period between January 1, 2021 and June 30, 2021, based
on his target annual bonus percentage and actual achievement of performance
measures. Restricted stock units, performance-based unit awards, and
non-qualified stock options granted to Mr. Flowers in 2020 or earlier will
continue to vest in accordance with their terms. Mr. Flowers did not receive any
long-term incentive awards for 2021.
The Agreement provides that Mr. Flowers will make himself reasonably available
to assist in any litigation involving the Corporation. The Agreement also
contains customary confidentiality covenants, a release of claims, and
non-competition and non-solicitation restrictions.
The foregoing description is a summary and is qualified by reference to the
terms the Agreement, which will be filed with the Corporation's quarterly report
on Form 10-Q for the quarter ended June 30, 2021.
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