NONQUALIFIED STOCK OPTION AGREEMENT
PURSUANT TO THE FMC TECHNOLOGIES, INC.
INCENTIVE COMPENSATION AND STOCK PLAN
This Agreement is made effective as of the XXXXXX day of XXXXXXXXXXX (the “Grant Date”) by 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 will control the rights and obligations of the Company and the Director 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 Board determined that it would be to the competitive advantage and interest of the Company and its stockholders to
grant a stock option to the Director as an inducement to remain in the service of the Company or one of its affiliates, and as an
incentive for increased efforts during such service.
The Board, on behalf of the Company, grants to the Director a nonqualified stock option (the “Option”) to purchase an
aggregate of XXXXXXXXXXX shares of the common stock of the Company par value of $.01 per share (the “Common Stock”)
at a price of $XXXXXXXXXX per share upon the following terms and conditions:
1. Time of Exercise of Option . Subject to its termination as provided in Section 3, below, and to the satisfaction of the
requirements of Section 2 below, the Option is exercisable at any time or from time to time, in whole or in part, on or after
XXXXXXXXXXX (the “Vesting Date”). Notwithstanding the foregoing, the Option will become immediately exercisable by the
Director or by the person or persons to whom the Director’s rights under the Option pass by will or by the applicable laws of
descent and distribution, in the