LONG TERM INCENTIVE RESTRICTED STOCK AGREEMENT
PURSUANT TO THE FMC TECHNOLOGIES, INC.
INCENTIVE COMPENSATION AND STOCK PLAN
This Agreement is made as of the day of , 200 (the “Grant Date”) by FMC TECHNOLOGIES, INC., a
Delaware corporation, (the “Company”) and XXXXXXXXXXXXXXXXXXXXX (the “Employee”).
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 will control the rights and obligations of the Company and the Employee under this
Agreement. Except as otherwise provided, capitalized terms have the meaning provided in the Plan. To the extent there is a
conflict between the Plan and this Agreement, the Plan will prevail.
The Compensation Committee of the Board (the “Committee”) determined that it would be to the competitive advantage
and interest of the Company and its stockholders to grant an award of restricted stock to the Employee as an inducement to
remain in the service of the Company or one of its affiliates (collectively, the “Employer”), and as an incentive for increased
efforts during such service.
The Committee, on behalf of the Company, grants to the Employee an award of XXXXXXXXXXX shares of restricted
stock (the “Restricted Shares”) of the Company’s common stock par value of $0.01 per share (the “Common Stock”) upon the
following terms and conditions:
1. Vesting . The Restricted Shares will vest and be immediately transferable on XXXXXXXXXX (the “Vesting Date”).
Notwithstanding the foregoing, the Restricted Shares will vest and be immediately transferable in the event of the Employee’s
death or Disability, or a Change in Control of the Company. Notwithstanding the foregoing, in the event of the Employee’s
retirement under the Company’s pension plan on or after age 62, the Restricted Shares will v