Company Uses in AMENDMENT AND TERMINATION Clause

AMENDMENT AND TERMINATION from Amended and Restated

THIS INSTRUMENT, made effective as of November 2, 2016 (the Effective Date) by Fluor Corporation, a Delaware corporation (the Company), evidences the continuation of the Fluor Corporation 409A Director Deferred Compensation Program, formerly named the Fluor Corporation 409A Deferred Directors Fees Program (the Plan), adopted for the benefit of its non-employee directors. The Plan will be interpreted in a manner consistent with Code Section 409A, the final regulations issued thereunder, and any other applicable guidance from the Internal Revenue Service.

AMENDMENT AND TERMINATION. Subject to ARTICLE 9, the Company reserves the right to amend, modify, or terminate the Plan (in whole or in part) at any time by action of the Organization and Compensation Committee, with or without prior notice. Except as described below in this ARTICLE 13, no such amendment or termination will in any material manner adversely affect any Participants rights to any amounts already deferred or credited hereunder or deemed earnings thereon, up to the date of amendment or termination, without the consent of the Participant. Any amounts accumulated in Deferral Accounts prior to the Plans termination will continue to be subject to the provisions of the Plan until distributed under the terms of the Plan.

Amendment and Termination from Amended and Restated

Amendment and Termination. The Board shall have the power and authority to terminate or amend the Plan at any time. No termination, amendment, or modification of the Plan shall adversely affect in any material way any outstanding Incentive Award previously granted to a Grantee under the Plan, without the written or electronic consent of such Grantee or other designated holder of such Incentive Award. In addition, to the extent that the Committee determines that (a) the listing or qualification requirements of any national securities exchange or quotation system on which the Company's Common Stock is then listed or quoted, if applicable, or (b) the Code (or regulations promulgated thereunder), require stockholder approval in order to maintain compliance with such listing or quotation system requirements or to maintain any favorable tax advantages or qualifications, then the Plan shall not be amended in such respect without approval of the Company's stockholders.

Amendment and Termination from Stock Incentive Plan

Amendment and Termination. The Board may, at any time, amend or discontinue the Plan and the Administrator may, at any time, amend or cancel any outstanding Award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect rights under any outstanding Award without the Participants consent. Except as provided in Section 5, in no event may the Administrator exercise its discretion to reduce the exercise price of outstanding Stock Options or Stock Appreciation Rights or cancel, exchange, substitute, buyout or surrender outstanding Stock Options or Stock Appreciation Rights in exchange for cash, other awards or Stock Options or Stock Appreciation Rights with an exercise price that is less than the exercise price of the original Stock Options or Stock Appreciation Rights without shareholder approval. The Board, in its discretion, may determine to make any Plan amendments subject to approval by the Companys stockholders for purposes of complying with applicable stock exchange requirements, ensuring that compensation earned under Awards qualifies as performance-based compensation under Section 162(m) of the Code or ensuring that Incentive Stock Options granted under the Plan are qualified under Section 422 of the Code. Nothing in this Section 15 shall limit the Administrators authority to take any action permitted pursuant to Section 5.

Amendment and Termination from Employment Agreement

This Employment Agreement (the Agreement), entered into this 24th day of October, 2016, between VIASPACE Inc., a Nevada corporation (the Company), and Stephen Muzi (the Employee),

Amendment and Termination. This Agreement may be amended or cancelled by mutual Agreement of the parties without the consent of any other person and, so long as the Employee lives, no person, other than the parties hereto, shall have any rights under or interest in this Agreement or the subject matter hereof The Employment Period shall terminate as of the earliest of: September 30, 2017; The last day of the month in which the date of the Employees death occurs; or the date on which the Company gives notice to the Employee if such termination is for Cause or Disability. For purposes of this Agreement, Cause means the Employees gross misconduct resulting in material damage to the Company or willful and material breach of this Agreement. The Employee may terminate this Agreement with a 60-day notice.

Amendment and Termination from Employment Agreement

This Employment Agreement (the Agreement), entered into this 24th day of October, 2016, between VIASPACE Inc., a Nevada corporation (the Company), and Carl Kukkonen (the Employee),

Amendment and Termination. This Agreement may be amended or cancelled by mutual Agreement of the parties without the consent of any other person and, so long as the Employee lives, no person, other than the parties hereto, shall have any rights under or interest in this Agreement or the subject matter hereof The Employment Period shall terminate as of the earliest of: September 30, 2017; The last day of the month in which the date of the Employees death occurs; or the date on which the Company gives notice to the Employee if such termination is for Cause or Disability. For purposes of this Agreement, Cause means the Employees gross misconduct resulting in material damage to the Company or willful and material breach of this Agreement.

Amendment and Termination from Bonus Plan

Amendment and Termination. The Company reserves the right to amend or terminate the Incentive Plan at any time in its sole discretion.

AMENDMENT AND TERMINATION from Incentive Plan

AMENDMENT AND TERMINATION. The Board may, at any time, amend or terminate the Plan, and may amend any Award Agreement, provided that no amendment or termination may, in the absence of written consent to the change by the affected Participant (or, if the Participant is not then living, the affected beneficiary), adversely affect the rights of any Participant or beneficiary under any Award granted under the Plan prior to the date such amendment is adopted by the Board; and further provided that adjustments pursuant to paragraph 5.2(f) shall not be subject to the foregoing limitations of this Section 8; and further provided that the provisions of subsection 2.6 (relating to Option repricing) cannot be amended unless the amendment is approved by the Companys shareholders. Approval by the Companys shareholders will be required for any material revision to the terms of the Plan, with the Committees determination of material revision to take into account the exemptions under the rules of the New York Stock Exchange. No amendment or termination shall be adopted or effective if it would result in accelerated recognition of income or imposition of additional tax under Code section 409A or, except as otherwise provided in the amendment, would cause amounts that were not otherwise subject to Code section 409A to become subject to section 409A.

Amendment and Termination from Employment Agreement

This Employment Agreement (the Agreement), entered into this 13th day of May, 2016, between VIASPACE Inc., a Nevada corporation (the Company), and Carl Kukkonen (the Employee),

Amendment and Termination. This Agreement may be amended or cancelled by mutual Agreement of the parties without the consent of any other person and, so long as the Employee lives, no person, other than the parties hereto, shall have any rights under or interest in this Agreement or the subject matter hereof The Employment Period shall terminate as of the earliest of: September 30, 2016; The last day of the month in which the date of the Employees death occurs; or the date on which the Company gives notice to the Employee if such termination is for Cause or Disability. For purposes of this Agreement, Cause means the Employees gross misconduct resulting in material damage to the Company or willful and material breach of this Agreement.

Amendment and Termination from Severance Plan

Amendment and Termination. The Company reserves the right in its discretion to terminate the Plan and to amend the Plan in any manner at any time, subject to the prior approval of the Board and/or the Committee, as applicable. Any such action will be in writing and signed by the Chief Executive Officer or the Chief Human Resources Officer of the Company or such other persons as he or she shall designate. Oral or other informal communications made by the Company or its representatives shall not give rise to any rights or benefits other than those contained in the Plan described herein, and such communications will not diminish the Companys rights to amend or terminate the Plan in any manner.

Amendment and Termination from Severance Plan

This Executive Change in Control Severance Plan (the Plan) has been established by the Company on January 1, 2015 (the Effective Date) to provide Participants with the opportunity to receive severance protections in connection with a Change in Control of the Company. The purpose of the Plan is to attract and retain talent and to assure the present and future continuity, objectivity and dedication of management in the event of any Change in Control to maximize the value of the Company on a Change in Control. The Plan is intended to be a top hat welfare benefit plan under ERISA and to cover only employees who are members of a select group of management or highly compensated employees within the meaning of Sections 201(2), 301(a)(3), 401(a)(1) and 4021(b)(6) of ERISA. The Plan shall be construed and administered in such a manner, and benefits shall be limited by the Administrator in his, her or its discretion, such that, where applicable, this Plan shall not be an employee pension benefit

Amendment and Termination. The Company reserves the right to amend or terminate the Plan at any time prior to the occurrence of a Change in Control, by providing at least ninety (90) days advance written notice to each Participant. Any amendment or termination of the Plan shall not become effective until ninety (90) days following the date the Company provides notice to the Participants. Notwithstanding anything herein to the contrary, if a Change in Control occurs, then, during the Covered Period, neither the Company nor the Board (or any committee thereof) may terminate the Plan or amend the Plan if such amendment would materially and adversely affect any Participant unless required by applicable law.