FMC TECHNOLOGIES, INC. RESTRICTED STOCK AGREEMENT
FOR NON-EMPLOYEE DIRECTORS
This Agreement is made as of XXXXX day of XXXXXXXXXXXX (the “Grant Date”) by and between FMC
TECHNOLOGIES, INC., a Delaware corporation, (the “Company”) and XXXXXXXXXXXXXX (the “Director”).
In 2001, the Board of Directors of the Company (the “Board”) adopted the FMC Technologies, Inc. Incentive
Compensation and Stock Plan (the “Plan”). The Plan, as it may be amended and continued, is incorporated by reference and
made a part of this Agreement and controls the rights and obligations of the Company and the Director under this Agreement.
The Board has determined that it would be to the competitive advantage and interest of the Company and its stockholders to
grant restricted stock units to the Director as an inducement to remain in the service of the Company, and as an incentive for
increased efforts during such service.
Now, therefore, the Board, on behalf of the Company hereby grants XXXXXXXXXXX (XXXX) Restricted Stock Units to
the Director on the Grant Date subject to the terms and conditions of the Plan and the rules as may be applied by the Board.
Executed as of the Grant Date
FMC TECHNOLOGIES, INC.
This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of