-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, hntKQBSBvLFKZ6UOnBgXwSlHzi0H9PTcnTuz99zSAGIi1qTH0PyqJTY+IhQn0nG6 xTHGmPxNoSRCULaDEh8wIQ== 0000037748-95-000006.txt : 19950615 0000037748-95-000006.hdr.sgml : 19950615 ACCESSION NUMBER: 0000037748-95-000006 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19950430 FILED AS OF DATE: 19950614 SROS: CSX SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLUOR CORP/DE/ CENTRAL INDEX KEY: 0000037748 STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600] IRS NUMBER: 950740960 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-07775 FILM NUMBER: 95546910 BUSINESS ADDRESS: STREET 1: 3333 MICHELSON DR CITY: IRVINE STATE: CA ZIP: 92730 BUSINESS PHONE: 7149752000 FORMER COMPANY: FORMER CONFORMED NAME: FLUOR CORP LTD DATE OF NAME CHANGE: 19710624 10-Q 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 1995 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the transition period from to Commission File No. 1-7775 FLUOR CORPORATION (Exact name of registrant as specified in its charter) Delaware 95-0740960 (State or other jurisdiction of (I.R.S. Employer I.D. No.) incorporation or organization) 3333 Michelson Drive, Irvine, CA 92730 (Address of principal executive offices) Registrant's telephone number including area code: (714)975-2000 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. Yes ( X ) No ( ) As of May 31, 1995 there were 82,766,165 shares of common stock outstanding. FLUOR CORPORATION FORM 10-Q April 30, 1995 TABLE OF CONTENTS PAGE Part I: Financial Information Condensed Consolidated Statement of Earnings for the Three Months Ended April 30, 1995 and 1994.... 2 Condensed Consolidated Statement of Earnings for the Six Months Ended April 30, 1995 and 1994...... 3 Condensed Consolidated Balance Sheet at April 30, 1995 and October 31, 1994......................... 4 Condensed Consolidated Statement of Cash Flows for the Six Months Ended April 30, 1995 and 1994...... 6 Notes to Condensed Consolidated Financial Statements........................................ 7 Management's Discussion and Analysis of Financial Condition and Results of Operations............... 9 Condensed Consolidated Changes in Backlog.......... 12 Part II: Other Information........................ 13 Signatures........................................... 16 Part I: Financial Information FLUOR CORPORATION CONDENSED CONSOLIDATED STATEMENT OF EARNINGS Three Months Ended April 30, 1995 and 1994 (In Thousands Except Per Share Amounts) UNAUDITED 1995 1994 REVENUES.............................. $2,229,313 $2,079,593 COSTS AND EXPENSES Cost of revenues.................... 2,133,971 1,991,323 Corporate administrative and general expenses................... 12,451 13,332 Interest expense.................... 3,241 4,409 Interest income..................... (7,334) (4,610) Total Costs and Expenses.............. 2,142,329 2,004,454 EARNINGS BEFORE INCOME TAXES.......... 86,984 75,139 INCOME TAX EXPENSE.................... 31,662 27,400 NET EARNINGS.......................... $ 55,322 $ 47,739 NET EARNINGS PER SHARE................ $ 0.66 $ 0.58 DIVIDENDS PER COMMON SHARE............ $ 0.15 $ 0.13 SHARES USED TO CALCULATE EARNINGS PER SHARE............................... 83,251 82,815 See Accompanying Notes. -2- FLUOR CORPORATION CONDENSED CONSOLIDATED STATEMENT OF EARNINGS Six Months Ended April 30, 1995 and 1994 (In Thousands Except Per Share Amounts) UNAUDITED 1995 1994 REVENUES.............................. $4,288,939 $4,137,258 COSTS AND EXPENSES Cost of revenues.................... 4,108,666 3,967,949 Corporate administrative and general expenses................... 22,057 24,012 Interest expense.................... 6,561 8,639 Interest income..................... (14,453) (9,479) Total Costs and Expenses.............. 4,122,831 3,991,121 EARNINGS BEFORE INCOME TAXES.......... 166,108 146,137 INCOME TAX EXPENSE.................... 60,463 54,400 NET EARNINGS.......................... $ 105,645 $ 91,737 NET EARNINGS PER SHARE................ $ 1.27 $ 1.11 DIVIDENDS PER COMMON SHARE............ $ 0.30 $ 0.26 SHARES USED TO CALCULATE EARNINGS PER SHARE............................... 83,108 82,615 See Accompanying Notes. -3- FLUOR CORPORATION CONDENSED CONSOLIDATED BALANCE SHEET April 30, 1995 and October 31, 1994 (Dollars in Thousands) ASSETS April 30, October 31, 1995 1994 * (Unaudited) Current Assets Cash and cash equivalents........... $ 312,487 $ 374,468 Marketable securities............... 98,677 117,618 Accounts and notes receivable....... 369,641 318,672 Contract work in progress........... 303,940 308,877 Deferred taxes...................... 46,251 56,967 Inventory and other current assets.. 105,376 81,861 Total Current Assets............... 1,236,372 1,258,463 Property, plant and equipment (net of accumulated depreciation, depletion and amortization of $563,068 and $514,145, respectively) 1,360,071 1,274,437 Investments and goodwill, net......... 63,235 71,596 Other................................. 227,590 220,272 $2,887,268 $2,824,768 (Continued On Next Page) * Amounts at October 31, 1994 have been derived from audited financial statements. -4- FLUOR CORPORATION CONDENSED CONSOLIDATED BALANCE SHEET April 30, 1995 and October 31, 1994 (Dollars in Thousands) LIABILITIES AND SHAREHOLDERS' EQUITY April 30, October 31, 1995 1994 * (Unaudited) Current Liabilities Accounts and notes payable.......... $ 309,762 $ 333,244 Commercial paper.................... 19,934 19,957 Advance billings on contracts....... 251,025 220,101 Accrued salaries, wages and benefit plans...................... 212,645 199,506 Other accrued liabilities........... 210,149 210,511 Current portion of long-term debt... 3,143 38,001 Total Current Liabilities.......... 1,006,658 1,021,320 Long-term debt due after one year..... 23,902 24,366 Deferred taxes........................ 40,002 45,199 Other noncurrent liabilities.......... 511,793 513,427 Commitments and contingencies Shareholders' Equity Capital stock Preferred - authorized 20,000,000 shares without par value; none issued Common - authorized 150,000,000 shares of $0.625 par value; issued and outstanding - 82,747,938 shares and 82,507,568 shares, respectively............. 51,717 51,567 Additional capital.................. 508,479 498,804 Retained earnings................... 765,073 684,249 Unamortized executive stock plan expense............................ (21,598) (14,472) Cumulative translation adjustments.. 1,242 308 Total Shareholders' Equity......... 1,304,913 1,220,456 $2,887,268 $2,824,768 See Accompanying Notes. * Amounts at October 31, 1994 have been derived from audited financial statements. -5- FLUOR CORPORATION CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Six Months Ended April 30, 1995 and 1994 (Dollars in Thousands) UNAUDITED 1995 1994 CASH FLOWS FROM OPERATING ACTIVITIES Net earnings........................ $ 105,645 $ 91,737 Adjustments to reconcile net earnings to cash provided by operating activities: Depreciation, depletion and amortization................... 68,449 55,656 Deferred taxes................... 4,079 (5,393) Equity earnings, net of distributions................... 12,781 (3,751) Change in operating assets and liabilities.................... (48,495) 99,511 Other, net....................... (9,404) 24,502 Cash provided by operating activities. 133,055 262,262 CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures................ (160,253) (108,072) Sale (purchase) of marketable securities, net.................... 18,941 (13,589) Initial cash proceeds from sale of discontinued operations, excluding tax benefits....................... -- 51,869 Proceeds from sale of property, plant and equipment................ 8,158 7,952 Investments......................... (5,435) 1,770 Other, net.......................... 4,226 1,402 Cash utilized by investing activities. (134,363) (58,668) CASH FLOWS FROM FINANCING ACTIVITIES Decrease in note payable to affiliate.......................... -- (15,092) Payments on long-term debt.......... (35,528) (490) Cash dividends paid................. (24,821) (21,381) Stock options exercised............. 955 10,653 Other, net.......................... (1,279) (1,076) Cash utilized by financing activities. (60,673) (27,386) Increase (decrease) in cash and cash equivalents......................... (61,981) 176,208 Cash and cash equivalents at beginning of period................. 374,468 214,844 Cash and cash equivalents at end of period.............................. $ 312,487 $ 391,052 See Accompanying Notes. -6- FLUOR CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS UNAUDITED (1) The condensed consolidated financial statements do not include footnotes and certain financial information normally presented annually under generally accepted accounting principles and, therefore, should be read in conjunction with the company's October 31, 1994 annual report on Form 10-K. Accounting measurements at interim dates inherently involve greater reliance on estimates than at year-end. The results of operations for the three and six months ended April 30, 1995 are not necessarily indicative of results that can be expected for the full year. The condensed consolidated financial statements included herein are unaudited; however, they contain all adjustments (consisting of normal recurring accruals) which, in the opinion of the company, are necessary to present fairly its consolidated financial position at April 30, 1995 and its consolidated results of operations for the three and six months ended April 30, 1995 and 1994 and cash flows for the six months ended April 30, 1995 and 1994. (2) Earnings per share is based on the weighted average number of common and, when appropriate, common equivalent shares outstanding in each period. Common equivalent shares are included when the effect of the potential exercise of |stock options is dilutive. (3) Inventories comprise the following: April 30, October 31, 1995 1994 ($ in thousands) Coal........................... $ 35,363 $ 24,289 Supplies and other............. 31,291 28,414 $ 66,654 $ 52,703 (4) Cash paid for interest was $3.8 million and $6.2 million for the six month periods ended April 30, 1995 and 1994, respectively. Income tax payments, net of refunds, were $60.4 million and $30.8 million during the six month periods ended April 30, 1995 and 1994, respectively. -7- (5) Effective November 1, 1994, the company adopted Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities" (SFAS No. 115), which requires that the carrying value of debt and equity securities be adjusted according to guidelines based on their classification as held-to-maturity, available-for-sale or trading. Management determines classification at the time of purchase and reevaluates its appropriateness at each balance sheet date. The company's investments primarily include short-term, highly liquid investment grade securities which are usually sold before their maturity. Accordingly, all investment securities are considered to be available-for-sale and carried at fair value. As of April 30, 1995 and November 1, 1994 there were no material gross unrealized gains or losses as the carrying value of the security portfolio approximated fair value. Gross realized gains and losses on sales of securities for the three and six months ended April 30, 1995 were not material. The cost of securities sold is based on the specific identification method. As of April 30, 1995 approximately $54 million of securities mature within the next year, approximately $31 million mature in the next one to three years and approximately $14 million mature after three years. -8- FLUOR CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis is provided to increase understanding of, and should be read in conjunction with, the condensed consolidated financial statements and accompanying notes. RESULTS OF OPERATIONS Revenues increased 7 percent and 4 percent, respectively, for the three and six month periods ended April 30, 1995, compared with the same periods of 1994. Net earnings for the three and six months ended April 30, 1995 were $55.3 million and $105.6 million, respectively, compared with net earnings of $47.7 million and $91.7 million, respectively, for the same periods of 1994. The increases in net earnings are due primarily to higher earnings for both the Engineering and Construction and Coal segments, higher interest income and lower corporate general and administrative expense. ENGINEERING AND CONSTRUCTION Revenues for the Engineering and Construction segment increased 8 percent and 4 percent, respectively, for the three and six month periods ended April 30, 1995 compared with the same periods of 1994, primarily due to an increase in work performed. Engineering and Construction operating profits increased 6 percent for both the three and six month periods ended April 30, 1995 compared with the same periods of 1994 primarily due to the increased volume of work performed, partially offset by higher levels of investment spending for strategic business development. Reported margins may fluctuate from time to time as a result of changes in the mix of engineering and design services and construction related services. New awards for the three and six month periods ended April 30, 1995 were $2.7 billion and $5.0 billion, respectively, compared with $2.2 billion and $4.5 billion for the same periods of 1994. Approximately 70 and 62 percent, respectively, of new awards for the three and six months ended April 30, 1995 were for projects located outside the United States. New awards for the three months ended April 30, 1995 included over $1.0 billion relating to work to be performed on a power project located in Paiton, Indonesia. The large size and uncertain timing of new awards can create variability in the company's award pattern, consequently, future award trends are difficult to predict with certainty. -9- The following table sets forth backlog for each of the company's business sectors: April 30, October 31, April 30, ($ in millions) 1995 1994 1994 Process $ 7,175 $ 7,668 $ 7,926 Industrial 3,723 3,564 3,560 Power/Government 3,214 2,369 2,869 Diversified Services 292 421 495 Total $ 14,404 $ 14,022 $ 14,850 Approximately 56 percent of backlog at April 30, 1995 relates to projects located outside of the United States compared with 51 percent at October 31, 1994 and 45 percent at April 30, 1994. COAL Revenues from produced coal increased 6 percent and 13 percent, respectively, for the three and six month periods ended April 30, 1995 compared with the same periods of 1994. These increases were primarily due to increased sales volume of metallurgical coal, which more than offset lower demand for steam coal stemming from relatively mild winter weather. Brokered coal sales and margins in the three and six months ended April 30, 1995 and 1994 were immaterial as brokered coal volume has been replaced with produced coal from reserves acquired in recent years. Accordingly, brokered coal sales are excluded from revenue in 1995 and related gross margin is classified as other operating profit. Prior periods have not been restated. Operating profit increased 20 percent and 11 percent, respectively, for the three and six months ended April 30, 1995 compared with the same periods of 1994, due primarily to increased sales volume of metallurgical coal which has a higher gross margin than steam coal. This was partially offset by the continuation of fixed costs related to certain steam coal mines that were temporarily shutdown due to the soft steam coal market. OTHER Corporate administrative and general expenses decreased approximately $.9 million and $2.0 million, respectively, for the three and six months ended April 30, 1995 compared with the same -10- periods in 1994, primarily due to lower corporate overhead partially offset by higher stock price and performance driven compensation plans expense. Net interest income for the three and six months ended April 30, 1995 increased $3.9 million and $7.1 million, respectively, due to higher interest rates and the prepayment of a 13.5 percent $34.7 million note in the first quarter of 1995. The effective income tax rate for the six month period ended April 30, 1995 was essentially unchanged from the same period of 1994. The company does not have substantial net assets or liabilities denominated in foreign currencies and, therefore, does not have significant risk to currency fluctuations. Although there has been additional market devaluation in the Mexican peso since the official government devaluation on December 20, 1994, the company believes that its investment in ICA Fluor Daniel has not been permanently impaired as prospects remain for long-term engineering and construction work in Mexico. Effective November 1, 1994, the company adopted Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities" (SFAS No. 115). The adoption of SFAS No. 115 had no material impact on results of operations or financial position. FINANCIAL POSITION AND LIQUIDITY The company expects to have adequate resources available from cash and short-term investments currently on hand, plus available revolving credit facilities, capital market sources, and its commercial paper program to provide for its financing needs for the foreseeable future. The change in operating assets and liabilities for the six months ended April 30, 1995 resulted primarily from higher coal inventory due to lower demand for steam coal stemming from relatively mild winter weather, and higher coal receivables from increased metallurgical coal sales. For the six months ended April 30, 1995, capital expenditures were $160.3 million including $85.6 million related primarily to mine development at Massey. Dividends paid in the six months ended April 30, 1995 were $24.8 million (.30 per share) compared with $21.4 million ($.26 per share) for the same period of 1994. -11- FLUOR CORPORATION CONDENSED CONSOLIDATED CHANGES IN BACKLOG (Dollars in Millions) UNAUDITED For the Three Months Ended April 30, 1995 1994 Backlog - beginning of period....... $ 14,115.7 $ 14,814.9 New awards.......................... 2,719.3 2,172.3 Adjustments and cancellations, net.. (422.9) (277.6) Work performed...................... (2,007.9) (1,859.5) Backlog - end of period............. $ 14,404.2 $ 14,850.1 For the Six Months Ended April 30, 1995 1994 Backlog - beginning of period....... $ 14,021.9 $ 14,753.5 New awards.......................... 4,971.2 4,506.5 Adjustments and cancellations, net.. (740.7) (684.9) Work performed...................... (3,848.2) (3,725.0) Backlog - end of period............. $ 14,404.2 $ 14,850.1 -12- FLUOR CORPORATION PART II - Other Information Item 4. Submission of Matters to a Vote of Security Holders. (a) Date of meeting. The annual meeting of stockholders of Fluor Corporation was held on March 14, 1995 at the Hyatt Regency Hotel Irvine in Irvine, California. (b) Election of Directors. Directors elected - Carroll A. Campbell 66,599,780 FOR 425,567 VOTED TO WITHHOLD AUTHORITY Robert V. Lindsay 66,705,529 FOR 319,818 VOTED TO WITHHOLD AUTHORITY Leslie G. McCraw 66,765,711 FOR 259,636 VOTED TO WITHHOLD AUTHORITY Dr. Martha R. Seger 66,521,445 FOR 503,902 VOTED TO WITHHOLD AUTHORITY Other directors continuing in office - Hugh K. Coble Peter J. Fluor Dr. David P. Gardner William R. Grant Bobby R. Inman Vilma S. Martinez Buck Mickel -13- (c) Matters voted upon. Ratification of the appointment of Ernst & Young LLP as auditors for the fiscal year ending October 31, 1995: 66,562,984 FOR 104,801 AGAINST -0- BROKER NON-VOTE |Approval of the Stock Plan for Non-Employee |Directors: 57,496,336 FOR 7,075,819 AGAINST 2,453,192 ABSTAIN -0- BROKER NON-VOTE (d) Terms of settlement between registrant and any other participant. None. -14- FLUOR CORPORATION PART II - Other Information Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. 10.4 Fluor Corporation Deferred Directors' Fees Program (as amended through July 31, 1992) 10.21 Fluor Corporation Stock Plan For Non-Employee Directors (adopted effective March 14, 1995) (b) Reports on Form 8-K. None. -15- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FLUOR CORPORATION (Registrant) Date: June 14, 1995 /s/ J. Michal Conaway J. Michal Conaway, Vice President and Chief Financial Officer Date: June 14, 1995 /s/ V.L. Prechtl V.L. Prechtl, Vice President and Controller -16- EX-10 2 FLUOR CORPORATION DEFERRED DIRECTORS' FEES PROGRAM (as amended through July 31, 1992) PURPOSE To provide non-employee directors of Fluor Corporation with a means of minimizing their current tax burden, while providing funds for expenses subsequent to retirement. ELIGIBILITY Directors of Fluor Corporation entitled to directors' fees. LIMITATIONS The amount of directors' fees for meetings in any calendar year to be deferred must be specified by the director in writing to Fluor Corporation no later than December 31 of the prior calendar year, either as a fixed dollar amount or as a percentage of (i) such fees or of (ii) the retainer portion or (iii) the meeting portion of such fees. The amount or percentage so specified is irrevocable for that calendar year, and will be effective for all subsequent calendar years unless and until a new amount or percentage is similarly specified to be effective prospectively. The amount so deferred is an offset against, and in any event cannot exceed the amount of, the directors' fees, if any, for that calendar year otherwise payable to the director. ADJUSTMENT FACTOR Amounts deferred under this Program will be subject to an Adjustment Factor in accordance with the 1 provisions of the Deferred Directors' Fees Program Financial Procedure, a copy of which is attached hereto and made a part hereof. PAYMENT Payment of amounts deferred under this Program will be made in accordance with the provisions of said Deferred Directors' Fees Program Financial Procedure. CLAIMS PROCEDURE The Executive Compensation Committee of Fluor Corporation shall establish and maintain procedures for the filing of claims for benefits under this Program and for the review of the denial of any such claims and said Committee is hereby designated as the fiduciary of this Program to which appeals of claim denials shall be submitted for review. 2 DEFERRED DIRECTORS' FEES PROGRAM FINANCIAL PROCEDURE PURPOSE To provide guidelines for accounting for amounts deferred under the Fluor Corporation Deferred Directors' Fees Program, including the calculation and recording of applicable Adjustment Factors and determination of the time and manner of payment of Participant's Accounts. DEFINITIONS 1. "Adjustment Factor" - The Interest Factor or the Stock Value Factor, as applicable. 2. "Interest Factor" - For deferred amounts otherwise payable prior to January 1, 1986, the higher of either the weighted average interest rate paid by Fluor Corporation on its average borrowings or the weighted average interest rate earned by Fluor Corporation on its investments of excess cash in short term investments. For deferred amounts otherwise payable on or after January 1, 1986, the rate to be used in calculating the Interest Factor shall be established from time to time by resolution of the Executive Committee of Fluor Corporation. The applicable Interest Factor will be calculated quarterly and maintained by and will be available from Corporate Finance. 3. "Beneficiary" - The beneficiary designated by the Participant on the form provided by Fluor Corporation or, in the absence of any designation, the administrator or executor of the Participant's estate. To the extent required by applicable state law, such beneficiary designation 3 shall require the written consent of the Participant's spouse. 4. "Fiscal Year" - The twelve month period ending October 31. 5. "Participant" - Each Director electing to participate under the Program. 6. "Participant's Account" - The account to which each amount originally deferred in a Fiscal Year shall be credited and which reflects each Participant's aggregate deferred amounts and Adjustment Factors. 7. "Stock Value Factor" - The Adjustment Factor provided for in Procedure paragraph 3. 8. "Termination of Service" - Termination of the status of director of Fluor Corporation for any reason. PROCEDURE 1. General - (a) The amount of directors' fees for meetings in any calendar year to be deferred must be specified by the Participant in writing to Fluor Corporation no later than December 31 of the prior calendar year, either as a fixed dollar amount or as a percentage of (i) such fees or of (ii) the retainer portion or (iii) the meeting portion of such fees. The amount or percentage so specified is irrevocable for that calendar year, and shall be effective for all subsequent calendar years unless and until a new amount or percentage is similarly 4 specified to be effective prospectively. The amount so deferred is an offset against, and in any event cannot exceed the amount of the directors' fees, if any, for that calendar year otherwise payable to the Participant. (b) Each Participant shall, at the time of first electing deferral under the Program, indicate in writing to Fluor Corporation his election to have his Participant's Account adjusted either by the Interest Factor or the Stock Value Factor. A Participant may at any time, but not more than once during any fiscal quarter, change his election as to the Adjustment Factor to be applied to all or any portion of his Participant's Account. Such change in election shall be effective as of the beginning of the first fiscal quarter commencing after written notice of such change of election is received from the Participant. (c) With respect to a Participant electing the Interest Factor, his Participant's Account shall be adjusted as set forth in Procedure paragraph 2. (d) With respect to a Participant electing the Stock Value Factor, each amount originally deferred in a Fiscal Year shall be treated as having been invested in shares of Fluor common stock, calculated to the nearest one ten-thousandth of a share, at the per share closing price of Fluor common stock on the New York Stock Exchange on the day in which payment in cash otherwise (but for the election to defer) would have been made, and his Participant's Account shall be adjusted as set forth in Procedure paragraph 3. Each such Participant's Account shall be expressed in dollar amounts and the "shadow" Fluor common shares as calculated above. 5 (e) In January of each year, a statement, expressed in dollar amounts and in "shadow" shares, if applicable, of the status of his Participant's Account shall be furnished to each Participant. 2. With respect to Participants electing the Interest Factor, said Factor shall be calculated in the following manner: (a) Interest will be accrued annually at the applicable Interest Factor. Interest will be calculated on each Participant's balance of principal and interest as of the preceding Fiscal Year end. Each amount deferred in a Fiscal Year will begin to accrue interest from the first day of the month in which payment of the director's fees otherwise (but for the election to defer) would have been made. Where the Participant changes his election of Adjustment Factor from the Stock Value Factor to the Interest Factor during the Fiscal Year then the amount of his Participant's Account as to which such a change in selection has been made shall begin to accrue interest from the date of such change. Where the Participant changes his election of Adjustment Factor from Interest Factor to the Stock Value Factor during any Fiscal Year, the interest will be accrued at the applicable Interest Factor up to the effective date of such change. (b) In the event of a full or partial payment, the amount paid will bear interest through the last day of the preceding month at the applicable Interest Factor as determined on a year-to-date basis from the prior Fiscal Year end through the most recent fiscal quarter (i.e., a payment made in September will include accrued interest through August 31 calculated using the applicable Interest Factor for the period October 31 through July 31). 6 3. With respect to Participants electing the Stock Value Factor, said Factor shall be calculated in the following manner: (a) There shall be credited to each Participant's account an amount equal, or shares or other property equivalent, as the case may be, to dividends or other distributions with respect to Fluor common stock at the time such dividends or other distributions are paid or made. With respect to cash amounts so paid, such amounts shall be treated as having been invested in shares of Fluor common stock in accordance with the provisions of Procedure paragraph 1 (d). (b) The aggregate number of "shadow" shares standing to a Participant's credit shall be valued at each Fiscal Year end at the per share closing price of Fluor common stock on the New York Stock Exchange ("Share Price") at such Fiscal Year end, and the dollar amount of each Participant's Account shall be adjusted at each Fiscal Year end to reflect such valuation. Where the Participant changes his Adjustment Factor from the Interest Factor to the Stock Value Factor during the Fiscal Year, the aggregate number of "shadow" shares shall be increased as of the date of such change based upon the amount of his Participant's Account as to which such change in election has been made and the per Share Price as of the effective date of such change. Where the Participant changes his Adjustment Factor from the Stock Value Factor to the Interest Factor, the aggregate number of "shadow" shares to be deducted from his credit and the corresponding amount to be credited to the Interest Factor portion of his Participant's Account shall be determined on the basis of the Share Price on the effective date of the change. 7 (c) In the event of installment payments as set forth in Procedure paragraph 4, the Participant's entitlement remaining after the first installment payment shall be treated as having been invested in such shares of Fluor common stock as set forth in Procedure paragraph 1 (d). Such "shadow" shares shall be valued at the per share closing price of Fluor common stock on the New York Stock Exchange on the date of that installment payment. The remaining entitlement after each succeeding installment payment shall likewise be treated as having been so invested and shall be valued in accordance with the foregoing provisions. 4. Payments under the Program shall be made as follows: (a) Payment in cash in one lump sum or in annual installments will be at the sole discretion of Fluor Corporation. The number of installments will not exceed the lesser of ten or twice the number of years for which the Participant has participated in the Program. (b) If Termination of Service occurs from January 1 through June 30, the lump sum payment or the first installment will be paid no later than December 31 of the year of termination. (c) If Termination of Service occurs from July 1 through December 31, the lump sum payment or the first installment, may be deferred at the discretion of Fluor Corporation until the January immediately following termination. (d) If a Participant's entitlement is paid in installments, the second installment payment will be paid during January of the year following the year in which the first installment was 8 paid and all remaining installments will be paid annually in the month of January. (e) In the event of the death of a Participant prior to commencement of any payments hereunder, payments will be made to his Beneficiary in accordance with the foregoing provisions. In the event of the death of the Participant after commencement of benefit payments in installments but prior to payment of his entire entitlement, payment may be made to his Beneficiary in one lump sum or by continuation of the installments at the discretion of Fluor Corporation. In the event installments continue to the Beneficiary, they will be subject to the appropriate Adjustment Factor as set forth in Procedure paragraphs 2 and 3. 5. The Corporate Accounting Department of Fluor Corporation is responsible for developing adequate internal accounting procedures for: (a) Estimating the aggregate directors' fees required for each Fiscal Year and accruing that amount periodically during the year by charging directors' fees expense and crediting a directors' fees liability account. (b) Transferring the deferred directors' fees (if directors have made a timely election to defer some or all of the fees) from the directors' fees expense and liability accounts to deferred directors' fees expense and liability accounts. (c) Maintaining individual Participant's Accounts for each director who has elected deferral under the Program. Each such account shall reflect amounts deferred, the applicable 9 Adjustment Factor, and payment to each Participant or Beneficiary and shall thereby provide detail to support the total deferred directors' fees liability reflected in the general ledger. (d) Accounting for the Adjustment Factors by charging or crediting interest expense and charging or crediting the appropriate Participant's Account. (e) Forwarding to each Participant in January of each year a statement of the status of his Participant's Account. (f) Ensuring that payments to Participants under the Program are properly reported to the U.S. Internal Revenue Service (Form 1099-NEC-Statement for Recipients of Nonemployee Compensation). NOTES FOR TAX ACCOUNTING 1. The total amount of deferred directors' fees (including the Adjustment Factors) under the Program is deductible by Fluor Corporation, for income tax purposes, only upon payment to the Participant or Beneficiary. 2. Prior to distribution, the total deferred directors' fees are carried as a prepaid tax item and are netted with deferred liabilities on the balance sheet. 3. The liability for deferred income tax is developed from information provided in the quarterly tax 10 kits supplied by Corporate Tax. Tax Form 3 contains an analysis of the transactions (amounts accrued, Adjustment Factor and payments) affecting the deferred directors' fees liability account for the period. 11 EX-10 3 FLUOR CORPORATION STOCK PLAN FOR NON-EMPLOYEE DIRECTORS TABLE OF CONTENTS Page ARTICLE I - DEFINITIONS . . . . . . . . . . . . . . . . . . . . 1 Sec. 1.1 Definitions . . . . . . . . . . . . . . . . . . 1 ARTICLE II - GENERAL . . . . . . . . . . . . . . . . . . . . . 2 Sec. 2.1 Name . . . . . . . . . . . . . . . . . . . . . . 2 Sec. 2.2 Purpose . . . . . . . . . . . . . . . . . . . . 2 Sec. 2.3 Effective Date . . . . . . . . . . . . . . . . . 3 Sec. 2.4 Limitations . . . . . . . . . . . . . . . . . . 3 Sec. 2.5 Awards Granted Under Plan . . . . . . . . . . . 3 ARTICLE III - PARTICIPANTS . . . . . . . . . . . . . . . . . . 3 Sec. 3.1 Eligibility . . . . . . . . . . . . . . . . . . 3 ARTICLE IV - ADMINISTRATION . . . . . . . . . . . . . . . . . . 3 Sec. 4.1 Duties and Powers of Committee . . . . . . . . . 3 Sec. 4.2 Majority Rule . . . . . . . . . . . . . . . . . 4 Sec. 4.3 Company Assistance . . . . . . . . . . . . . . . 4 ARTICLE V - AWARDS . . . . . . . . . . . . . . . . . . . . . . 4 Sec. 5.1 Award Grant and Restricted Stock Agreement . . . 4 Sec. 5.2 Consideration for Issuance . . . . . . . . . . . 4 Sec. 5.3 Restrictions on Sale or Other Transfer . . . . . 5 Sec. 5.4 Lapse of Restrictions . . . . . . . . . . . . . 6 Sec. 5.5 Early Retirement . . . . . . . . . . . . . . . . 6 Sec. 5.6 Rights as Stockholder . . . . . . . . . . . . . 6 ARTICLE VI - RESTRICTED UNIT AWARDS . . . . . . . . . . . . . . 6 Sec. 6.1 Restricted Unit Award Grant and Agreement . . . 6 Sec. 6.2 Award Terms and Conditions . . . . . . . . . . . 6 Sec. 6.3 Effect of Resignation, Removal, Death or Retirement . . . . . . . . . . . . . 7 ARTICLE VII - STOCK CERTIFICATES . . . . . . . . . . . . . . . 7 Sec. 7.1 Stock Certificates . . . . . . . . . . . . . . . 7 i Page ARTICLE VIII - Termination, Amendment and Modification of Plan . . . . . . . . . . . . . 8 Sec. 8.1 Termination, Amendment and Modification of Plan . . . . . . . . . . . . . 8 ARTICLE IX - MISCELLANEOUS . . . . . . . . . . . . . . . . . . 9 Sec. 9.1 Adjustment Provisions . . . . . . . . . . . . . 9 Sec. 9.2 Continuation of Board Service . . . . . . . . . 9 Sec. 9.3 Compliance with Government Regulations . . . . . 9 Sec. 9.4 Privileges of Stock Ownership . . . . . . . . . 9 Sec. 9.5 Withholding . . . . . . . . . . . . . . . . . 10 Sec. 9.6 Nontransferability . . . . . . . . . . . . . . 10 Sec. 9.7 Other Compensation Plans . . . . . . . . . . . 10 Sec. 9.8 Plan Binding on Successors . . . . . . . . . . 10 Sec. 9.9 Singular, Plural; Gender . . . . . . . . . . . 10 Sec. 9.10 Headings, etc., No Part of Plan . . . . . . . 10 ii ARTICLE I DEFINITIONS Sec. 1.1 DEFINITIONS As used herein, the following terms shall have the meanings hereinafter set forth unless the context clearly indicates to the contrary: (a) "Age for Board Retirement" shall mean the age for mandatory retirement of members of the Board as specified in the Bylaws of the Company, as applied to Eligible Directors on the date of such Eligible Directors' retirement from the Board. (b) "Award" shall mean an award of Restricted Stock pursuant to the provisions of Article V hereof. (c) "Awardee" shall mean an Eligible Director to whom Restricted Stock has been awarded hereunder. (d) "Board" shall mean the Board of Directors of the Company. (e) "Change of Control" of the Company shall be deemed to have occurred if, (i) a third person, including a 'group' as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, 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; or (ii) 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. (f) "Committee" shall mean members of the Board who are not eligible to participate in the Plan. (g) "Company" shall mean Fluor Corporation. (h) "Eligible Director" shall mean a director of the Company who is not and never has been an employee of the Company or any of its Subsidiaries. (i) "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 value is to be determined hereunder 1 or, in the absence of any reported sales on such day, the first preceding day on which there were such sales. (j) "Plan" shall mean the Stock Plan for Non-Employee Directors, the current terms of which are set forth herein. (k) "Restricted Stock" shall mean Stock that may be awarded to an Eligible Director by the Committee pursuant to Article V hereof, which is nontransferable and subject to a substantial risk of forfeiture until specific conditions are met. (l) "Restricted Stock Agreement" and "Restricted Unit Agreement" shall mean the agreement between the Company and the Awardee with respect to Restricted Stock and Restricted Units, respectively, awarded hereunder. (m) "Restricted Unit Award" shall mean amounts awarded pursuant to Article VI hereof. (n) "Stock" shall mean the Common Stock of the Company or, in the event that the outstanding shares of Stock are hereafter changed into or exchanged for shares of a different stock or securities of the Company or some other corporation, such other stock or securities. (o) "Subsidiary" shall mean any corporation, the majority of the outstanding capital stock of which is owned, directly or indirectly, by the Company or any partnership or joint venture in which either the Company or such a corporation is at least a twenty percent (20%) equity participant. ARTICLE II GENERAL Sec. 2.1 NAME This Plan shall be known as the "Stock Plan for Non-Employee Directors". Sec. 2.2 PURPOSE The purpose of the Plan is to advance the interests of the Company and its stockholders by affording to Eligible Directors of the Company an opportunity to acquire or increase their proprietary interest in the Company by the grant to such directors of Awards under the terms set forth herein. By encouraging non-employee 2 directors to become owners of Company shares, the Company seeks to increase their incentive for enhancing shareholder value and to motivate, retain and attract those highly competent individuals upon whose judgment, initiative, leadership and continued efforts the success of the Company in large measure depends. Sec. 2.3 EFFECTIVE DATE The Plan shall become effective upon its approval by the holders of a majority of the shares of Stock of the Company represented at an annual or special meeting of the stockholders of the Company. Sec. 2.4 LIMITATIONS Subject to adjustment pursuant to the provisions of Section 9.1 hereof, the aggregate number of shares of Stock which may be issued as Awards shall not exceed 25,000. Any such shares may be either authorized and unissued shares or shares issued and thereafter acquired by the Company. Sec. 2.5 AWARDS GRANTED UNDER PLAN Shares of Stock received pursuant to a Restricted Stock Agreement executed hereunder with respect to which the restrictions provided for in Section 5.3 hereof have lapsed shall not again be available for Award grant hereunder. If Restricted Stock is acquired by the Company pursuant to the provisions of paragraph (c) of Section 5.3 hereof, new Awards may be granted hereunder covering the number of shares to which such Restricted Stock acquisition relates. ARTICLE III PARTICIPANTS Sec. 3.1 ELIGIBILITY Any Eligible Director shall be eligible to participate in the Plan. ARTICLE IV ADMINISTRATION Sec. 4.1 DUTIES AND POWERS OF COMMITTEE The Plan shall be administered by the Committee. Subject to the express provisions of the Plan, the Committee shall also have 3 complete authority to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to it, to determine the details and provisions of each Restricted Stock and Restricted Unit Agreement, and to make all other determinations necessary or advisable in the administration of the Plan. Sec. 4.2 MAJORITY RULE A majority of the members of the Committee shall constitute a quorum, and any action taken by a majority present at a meeting at which a quorum is present or any action taken without a meeting evidenced by a writing executed by a majority of the whole Committee shall constitute the action of the Committee. Sec. 4.3 COMPANY ASSISTANCE The Company shall supply full and timely information to the Committee on all matters relating to Eligible Directors, their death, retirement, removal or resignation from the Board and such other pertinent facts as the Committee may require. The Company shall furnish the Committee with such clerical and other assistance as is necessary in the performance of its duties. ARTICLE V AWARDS Sec. 5.1 AWARD GRANT AND RESTRICTED STOCK AGREEMENT The Committee shall grant a one time Award of 1000 shares of Restricted Stock to Eligible Directors. Such Awards shall be made to each current Eligible Director upon shareholder approval of the Plan and to any subsequently appointed Eligible Director on a date determined by the Committee, in its sole discretion, following such appointment to the Board. Each Award granted hereunder must be granted within ten years from the effective date of the Plan. The Awardee shall be entitled to receive the Stock subject to such Award only if the Company and the Awardee, within 60 days after the date of the Award, enter into a written Restricted Stock Agreement dated as of the date of the Award, which Agreement shall set forth such terms and conditions as may be determined by the Committee consistent with the Plan. Sec. 5.2 CONSIDERATION FOR ISSUANCE No shares of Restricted Stock shall be issued to an Awardee hereunder unless and until the Committee shall have determined that consideration has been received by the Company, in the form of services actually rendered to the Company by the Awardee, having a fair value of not less than the then fair market value of a like 4 number of shares of Stock subject to all of the herein provided conditions and restrictions applicable to Restricted Stock, but in no event less than the par value of such shares. Sec. 5.3 RESTRICTIONS ON SALE OR OTHER TRANSFER Each share of Stock received pursuant to each Restricted Stock Agreement shall be subject to acquisition by Fluor Corporation, and may not be sold or otherwise transferred except pursuant to the following provisions: (a) The shares of Stock represented by the Restricted Stock Agreement shall be held in book entry form with the Company's transfer agent until the restrictions lapse in accordance with the conditions established by the Committee pursuant to Section 5.4 hereof, or until the shares of stock are forfeited pursuant to paragraph (c) of this Section 5.3. Notwithstanding the foregoing, the Awardee may request that, prior to the lapse of the restrictions or forfeiture of the shares, certificates evidencing such shares be issued in his name and delivered to him, and each such certificate shall bear the following legend: "The shares of Fluor Corporation common stock evidenced by this certificate are subject to acquisition by Fluor Corporation, and such shares may not be sold or otherwise transferred except pursuant to the provisions of the Restricted Stock Agreement by and between Fluor Corporation and the registered owner of such shares." (b) No such shares may be sold, transferred or otherwise alienated or hypothecated so long as such shares are subject to the restriction provided for in this Section 5.3. (c) Upon an Awardee's removal or resignation from the Board for any reason, all of the Awardee's Restricted Stock remaining subject to restriction shall be acquired by the Company effective as of the date of such removal or resignation. Upon the occurrence or non-occurrence of such other events as shall be determined by the Committee and specified in the Awardee's Restricted Stock Agreement relating to any such Restricted Stock, all of such Restricted Stock remaining subject to restriction shall be acquired by the Company upon the occurrence or non- occurrence of such event. 5 Sec. 5.4 LAPSE OF RESTRICTIONS As to current Eligible Directors, the restrictions on 20% of each Award will lapse upon the date of the Award. Thereafter, the restrictions will lapse in four equal increments on each of the four succeeding anniversary dates following the date of the Award. As to subsequently appointed Eligible Directors, the restrictions on 20% of each Award will lapse on March 14 next following the date of Award. Thereafter, the restrictions will lapse in four equal increments on the succeeding anniversary dates following the date of lapsing of restrictions on the first 20% of the shares. In the case of a Company Change of Control, death, attainment of the Age for Board Retirement or approved early retirement in accordance with Section 5.5 below of an Awardee, all restrictions on all Restricted Stock held by the Awardee will lapse. Sec. 5.5 EARLY RETIREMENT An Eligible Director who leaves the Board prior to the Age for Board Retirement, may, upon application to and in the sole discretion of the Committee, be granted early retirement status. Sec. 5.6 RIGHTS AS STOCKHOLDER Subject to the provisions of Section 5.3 hereof, upon the issuance to the Awardee of Restricted Stock hereunder, the Awardee shall have all the rights of a stockholder with respect to such Stock, including the right to vote the shares and receive all dividends and other distributions paid or made with respect thereto. ARTICLE VI RESTRICTED UNIT AWARDS Sec. 6.1 RESTRICTED UNIT AWARD GRANT AND AGREEMENT Each Restricted Unit Award granted hereunder shall be evidenced by minutes of a meeting or the written consent of the Committee and by a written Restricted Unit Agreement dated as of the date of grant and executed by the Company and the Awardee, which Agreement shall set forth such terms and conditions as may be determined by the Committee consistent with the Plan. A Restricted Unit Award may be made only in connection with an Award made hereunder. Sec. 6.2 AWARD TERMS AND CONDITIONS Each Restricted Unit Award shall have a value equal to the Fair Market Value on the date that such award, or portion thereof, 6 becomes earned and payable. Each Restricted Unit Award shall become earned and payable in five equal increments on each of the five dates upon which a portion of the restrictions lapse on the underlying Award, or upon such other terms and conditions as may be determined by the Committee. The proceeds of each Restricted Unit Award shall be applied in payment of applicable federal and state withholding taxes arising from the lapse of restrictions on the related Restricted Stock and from such award (or portion thereof) becoming earned and payable, with the balance, if any, to be remitted to the Awardee. If the outstanding shares of Stock of the Company are increased, decreased, or exchanged for a different number or kind of shares or other securities, or if additional shares or new or different shares or other securities are distributed with respect to such shares of Stock or other securities, through merger, consolidation, sale of all or substantially all of the property of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other distribution with respect to such shares of Stock or other securities, an appropriate and proportionate adjustment may be made in the number of Restricted Units subject to outstanding Restricted Stock Awards. Such adjustments will be made by the Committee, whose determination as to what adjustments will be made and the extent thereof will be final, binding, and conclusive. Sec. 6.3 EFFECT OF RESIGNATION, REMOVAL, DEATH OR RETIREMENT If, prior to the date on which the Restricted Units, or any portion thereof becomes earned and payable, the Awardee is removed or resigns from the Board for any reason, then the Awardee's rights with respect to that portion of the Restricted Units which have not been earned as of the date of such termination shall immediately terminate and all rights thereunder shall cease; provided, however, in the case of a Company Change of Control, death, attainment of the Age for Board Retirement, or approved early retirement in accordance with Section 5.5, the Restricted Units will become earned and payable on the date upon which all restrictions on the Award lapse. ARTICLE VII STOCK CERTIFICATES Sec. 7.1 STOCK CERTIFICATES The Company shall not be required to issue or deliver any certificate for shares of Stock received as Restricted Stock pursuant to a Restricted Stock Agreement executed hereunder, prior to fulfillment of all of the following conditions: 7 (a) the admission of such shares to listing on all stock exchanges on which the Stock is then listed; (b) the completion of any registration or other qualification of such shares under any federal or state law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body, which the Committee shall in its sole discretion deem necessary or advisable; (c) the obtaining of any approval or other clearance from any federal or state governmental agency which the Committee shall in its sole discretion determine to be necessary or advisable; and (d) the lapse of such reasonable period of time following the execution of the Restricted Stock Agreement as the Committee from time to time may establish for reasons of administrative convenience. ARTICLE VIII TERMINATION, AMENDMENT AND MODIFICATION OF PLAN Sec. 8.1 TERMINATION, AMENDMENT AND MODIFICATION OF PLAN The Committee may at any time terminate, and may at any time and from time to time and in any respect amend or modify, the Plan, provided, however, that no such action of the Committee without approval of the stockholders of the Company may: (a) increase the total number of shares of Stock subject to the Plan except as contemplated in Section 9.1 hereof; (b) materially increase the benefits accruing to participants under the Plan; (c) withdraw the administration of the Plan from the Committee; or (d) permit any person while a member of the Committee to be eligible to receive Restricted Stock under the Plan; and provided further, that no termination, amendment or modification of the Plan shall in any manner affect a Restricted Stock Agreement theretofore executed pursuant to the Plan without the consent of Awardee. 8 ARTICLE IX MISCELLANEOUS Sec. 9.1 ADJUSTMENT PROVISIONS (a) Subject to Section 9.1(b) below, if the outstanding shares of Stock of the Company are increased, decreased, or exchanged for a different number or kind of shares or other securities, or if additional shares or new or different shares or other securities are distributed with respect to such shares of Stock or other securities, through merger, consolidation, sale of all or substantially all of the property of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other distribution with respect to such shares of Stock or other securities, an appropriate and proportionate adjustment may be made in (i) the maximum number and kind of shares provided in Section 2.4 and (ii) the number and kind of shares or other securities subject to the outstanding Awards. (b) Adjustments under Section 9.1(a) will be made by the Committee, whose determination as to what adjustments will be made and the extent thereof will be final, binding, and conclusive. No fractional interests will be issued under the Plan resulting from any such adjustments. Sec. 9.2 CONTINUATION OF BOARD SERVICE Nothing in the Plan or in any instrument executed pursuant to the Plan will confer upon any Eligible Director any right to continue to serve on the Board. Sec. 9.3 COMPLIANCE WITH GOVERNMENT REGULATIONS No shares of Stock will be issued hereunder unless and until all applicable requirements imposed by federal and state securities and other laws, rules, and regulations and by any regulatory agencies having jurisdiction and by any stock exchanges upon which the Stock may be listed have been fully met. As a condition precedent to the issuance of shares of Stock pursuant hereto, the Company may require the director to take any reasonable action to comply with such requirements. Sec. 9.4 PRIVILEGES OF STOCK OWNERSHIP No director and no beneficiary or other person claiming under or through such director will have any right, title, or interest in or to any shares of Stock allocated or reserved under the Plan or subject to any Award except as to such shares of Stock, if any, that have been issued to such director. 9 Sec. 9.5 WITHHOLDING The Company may make such provisions as it deems appropriate to withhold any taxes the Company determines it is required to withhold in connection with any Award. The Company may require the director to satisfy any relevant tax requirements before authorizing any issuance of Stock to the director. Such settlement may be made in cash or Stock. Sec. 9.6 NONTRANSFERABILITY An Award may be exercised during the life of the director solely by the director or the director's duly appointed guardian or personal representative. No Award and no other right under the Plan, contingent or otherwise, will be assignable or subject to any encumbrance, pledge, or charge of any nature. Sec. 9.7 OTHER COMPENSATION PLANS The adoption of the Plan shall not affect any other stock option or incentive or other compensation plans in effect for the Company or any Subsidiary, nor shall the Plan preclude the Company from establishing any other forms of incentive or other compensation for employees or directors of the Company or any Subsidiary. Sec. 9.8 PLAN BINDING ON SUCCESSORS The Plan shall be binding upon the successors and assigns of the Company. Sec. 9.9 SINGULAR, PLURAL; GENDER Whenever used herein, nouns in the singular shall include the plural, and the masculine pronoun shall include the feminine gender. Sec. 9.10 HEADINGS, ETC., NO PART OF PLAN Headings of Articles and Sections hereof are inserted for convenience and reference; they constitute no part of the Plan. 10 EX-27 4
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE Condensed Consolidated Balance Sheet at April 30, 1995 and the Condensed Consolidated Statement of Earnings for the six months ended April 30, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1000 6-MOS OCT-31-1995 APR-30-1995 312487 98677 369641 0 66654 1236372 1923139 563068 2887268 1006658 23902 51717 0 0 1253196 2887268 0 4288939 0 4108666 0 0 6561 166108 60463 105645 0 0 0 105645 1.27 1.27
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