FMC Technologies, Inc. Non-Qualified Savings and Investment Plan

Employee Benefits Plan Agreement

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FMC Technologies, Inc

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Title: FMC Technologies, Inc. Non-Qualified Savings and Investment Plan
Date: 8/6/2008
Industry: Oil Well Services and Equipment Sector: Energy

Exhibit 10.9(d)

FMC Technologies, Inc.

Non-Qualified Savings and Investment Plan

As Amended and Restated, Effective January 1, 2009

T ABLE OF C ONTENTS


		PAGE
ARTICLE I	INTRODUCTION	1

Section 1.1	Name; Purpose	1

Section 1.2	Administration of the Plan	1

ARTICLE II	DEFINITIONS	2

Section 2.1	Account	2

Section 2.2	Account Balance	2

Section 2.3	Accounting Date	2

Section 2.4	Adopting Affiliate	2

Section 2.5	Affiliated Group	2

Section 2.6	Board	2

Section 2.7	Code	2

Section 2.8	Committee	2

Section 2.9	Company	2

Section 2.10	Company Stock	2

Section 2.11	Compensation	2

Section 2.12	Deferral Contributions	3

Section 2.13	Deferral Contributions Account	3

Section 2.14	Effective Date	3

Section 2.15	Employer	3

Section 2.16	Employer Contributions	3

Section 2.17	Employer Contributions Account	3

Section 2.18	ERISA	4

Section 2.19	Excess Compensation	4

Section 2.20	Participant	4

Section 2.21	Permitted Investment	4

Section 2.22	Plan	4

Section 2.23	Plan Year	4

Section 2.24	Savings Plan	4

Section 2.25	Year of Service	4

T ABLE OF C ONTENTS

( CONTINUED )


		PAGE
ARTICLE III	PLAN PARTICIPATION	4

Section 3.1	Eligibility	4

Section 3.2	Participation	5

ARTICLE IV	DEFERRAL CONTRIBUTIONS	5

Section 4.1	Deferral Contributions	5

Section 4.2	Deferral Contributions Account	5

ARTICLE V	EMPLOYER CONTRIBUTIONS	5

Section 5.1	Employer Contributions	5

Section 5.2	Employer Contributions Account	5

ARTICLE VI	DEEMED EARNINGS ON ACCOUNT BALANCES	6

Section 6.1	Deemed Investments	6

Section 6.2	Crediting of Deferrals and Contributions	7

Section 6.3	Statement of Accounts	7

ARTICLE VII	ESTABLISHMENT OF TRUST	7

Section 7.1	Establishment of Trust	7

Section 7.2	Status of Trust	7

ARTICLE VIII	DISTRIBUTION OF PLAN BENEFITS	7

Section 8.1	Vesting of Accounts	7

Section 8.2	Payment of Account Balances	8

Section 8.3	Payments in the Event of Unforeseeable Emergency	9

Section 8.4	Forfeitures	9

Section 8.5	Designation of Beneficiaries	9

ARTICLE IX	AMENDMENT AND TERMINATION	10

Section 9.1	Amendment and Termination	10

ARTICLE X	GENERAL PROVISIONS	10

Section 10.1	Non-Alienation of Benefits	10

Section 10.2	Withholding for Taxes	10

Section 10.3	Immunity of Committee Members	10

Section 10.4	Plan Not to Affect Employment Relationship	11

Section 10.5	Action by the Employers	11

ii.

T ABLE OF C ONTENTS

( CONTINUED )


		PAGE
Section 10.6	Effect on Other Employee Benefit Plans	11

Section 10.7	Employer Liability	11

Section 10.8	Notices	11

Section 10.9	Gender, Number and Headings	11

Section 10.10	Controlling Law	12

Section 10.11	Successors	12

Section 10.12	Severability	12

Section 10.13	Subsequent Changes	12

Section 10.14	Benefits Payable to Minors, Incompetents and Others	12

Section 10.15	409A Compliance	12

iii.

FMC Technologies, Inc.

Non-Qualified Savings and Investment Plan

Article I

Introduction

Section 1.1 Name; Purpose . The Company established the FMC Technologies, Inc. Non-Qualified Savings and Investment Plan (the “Plan”), originally effective as of September 28, 2001. The Plan is a spin-off of the FMC Corporation Non-Qualified Savings and Investment Plan. Although a rabbi trust may be established in connection with it, this Plan constitutes an unfunded, non-qualified arrangement providing deferred compensation to a select group of management or highly compensated employees (as defined for purposes of Title I of ERISA) of the Company and of certain of the Company’s affiliates. Effective January 1, 2009, the Plan is hereby amended and restated to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”); however, effective January 1, 2005, the Plan has been in operational compliance with Section 409A of the Code.

Section 1.2 Administration of the Plan . The Plan is administered by the Company or, as delegated by the Board, by the Committee. The duties and authority of the Committee include:

(a)

interpreting and applying the Plan’s terms;

(b)

adopting any rules or regulations the Committee deems necessary or desirable to operate the Plan;

(c)

making whatever determinations are permitted or required to maintain or administer the Plan; and

(d)

taking any other actions that prove necessary to administer the Plan properly, in accordance with its terms.

Any decision of the Committee as to any matter within its authority will be final, binding and conclusive upon the Company, any Employer and each Participant, former Participant, designated beneficiary or other person claiming under or through any Participant or designated beneficiary. No additional authorization or ratification by the Board is necessary for the Committee to act on any matter within its authority. An action taken by the Committee as to a Participant will not be binding on the Committee regarding an action to be taken as to any other Participant. A member of the Committee may be a Participant, but he or she may not participate in any decision that directly affects his or her rights under the Plan, or the computation of his or her Plan benefits. Each determination required or permitted under the Plan will be made by the Committee in its sole and absolute discretion. The Committee may delegate some or all of its duties or responsibilities.

Article II

Definitions

Section 2.1 Account . Account means a bookkeeping Account maintained by the Company for a Participant, including his or her Deferral Contributions Account and Employer Contributions Account.

Section 2.2 Account Balance . Account Balance means the value, as of a specified date, of the Account maintained by the Company on behalf of the Participant’s Account, Deferral Contributions Account or Employer Contributions Account.

Section 2.3 Accounting Date . Accounting Date means each business day of the Plan Year.

Section 2.4 Adopting Affiliate . Adopting Affiliate means an entity that, together with the Company, is considered as a single employer under Section 414(b), (c), (m) or (o) of the Code, and has adopted the Savings Plan for its employees.

Section 2.5 Affiliated Group . Affiliated Group the group that consists of the Company and every other entity that, together with the Company, is considered as a single employer under Section 414(b), (c), (m) or (o) of the Code.

Section 2.6 Board . Board means the Board of Directors of the Company.

Section 2.7 Code . Code means the Internal Revenue Code of 1986, as amended.

Section 2.8 Committee . Committee means the FMC Technologies, Inc. Employee Welfare Benefits Plan Committee, or its delegate.

Section 2.9 Company . Company means FMC Technologies, Inc.

Section 2.10 Company Stock . Company Stock means the common stock of the Company.

Section 2.11 Compensation . Compensation means the total compensation paid by the Employer to an eligible employee for each Plan Year that is currently includible in gross income for federal income tax purposes:

(a)

including : overtime, administrative and discretionary bonuses (including completion bonuses, gainsharing bonuses and performance related bonuses); sales incentive bonuses; field premiums; back pay and sick pay; plus the eligible employee’s pre-tax contributions under the Savings Plan and amounts contributed to a plan described in Code Section 125 or 132; and the incentive compensation (including management incentive bonuses paid in both cash and restricted stock and local incentive bonuses) paid during the Plan Year for services rendered in the preceding Plan Year, and the incentive compensation (of the same types) paid during the preceding Plan Year; amounts deferred under the Plan during the Plan Year;

-2-

(b)

but excluding : hiring bonuses; referral bonuses; stay bonuses; retention bonuses; awards (including safety awards, and other recognition awards); amounts received as deferred compensation; disability payments from insurance or the Company’s long-term disability plan; workers’ compensation benefits; state disability benefits; flexible credits ( i.e. , wellness awards and payments for opting out of benefit coverage); expatriate premiums; grievance or settlement pay; pay in lieu of notice; severance pay; incentives for reduction in force accrued (but not earned) vacation; other special payments such as reimbursements, relocation or moving expense allowances; stock options or other stock-based compensation (except as provided above); any gross-up paid by an Employer on any amount paid that is Compensation (as defined herein); other distributions that receive special tax benefits; any amounts paid by an Employer to cover an employee’s FICA tax obligation as to amounts deferred or accrued under any nonqualified retirement plan of an Employer; and any gross-up paid by an Employer on any amount paid that is not Compensation (as defined herein).

Notwithstanding anything herein to the contrary, no amounts paid to a Participant more than 30 days after his or her termination of employment with the Company or a Participating Employer will be considered Compensation.

Section 2.12 Deferral Contributions . Deferral Contributions means the deferral contributions credited to a Participant’s Deferral Contributions Account maintained by the Company on behalf of the Participant pursuant to Section 4.1.

Section 2.13 Deferral Contributions Account . Deferral Contributions Account means the Account maintained on behalf of a Participant by the Company to represent the amount of the Deferral Contributions credited in his or her behalf, as adjusted to account for deemed gains and losses, withdrawals and distributions.

Section 2.14 Effective Date . Effective Date means January 1, 2009, the effective date of this amended and restated Plan. The Plan was originally effective September 28, 2001.

Section 2.15 Employer . Employer means the Company and/or any Adopting Affiliate.

Section 2.16 Employer Contributions . Employer Contributions means the contributions credited to a Participant’s Employer Contributions Account maintained by the Company on behalf of the Participant pursuant to Section 5.1.

Section 2.17 Employer Contributions Account . Employer Contributions Account means the Account maintained on behalf of a Participant by the Company to represent the amount of Employer Contributions credited in his or her behalf (including Matching Contributions credited in the Participant’s behalf under the Plan prior to January 1, 2009), as adjusted to account for deemed gains and losses, withdrawals and distributions.

-3-

Section 2.18 ERISA . ERISA means the Employee Retirement Income Security Act of 1974, as amended.

Section 2.19 Excess Compensation. Excess Compensation means Compensation (excluding amounts a Participant deferred on a pre-tax basis under the Savings Plan) in excess of the annual compensation limit set forth under Section 401(a)(17) of the Code, as adjusted, for a given Plan year.

Section 2.20 Participant . Participant means any eligible employee of an Employer who participates in the Plan pursuant to Article III.

Section 2.21 Permitted Investment . Permitted Investment means a notional fund or type of notional investment approved by the Committee for Plan purposes.

Section 2.22 Plan . Plan means this FMC Technologies, Inc Non-Qualified Savings and Investment Plan.

Section 2.23 Plan Year . Plan Year means the calendar year.

Section 2.24 Savings Plan . Savings Plan means the FMC Technologies, Inc. Savings and Investment Plan, as amended from time to time.

Section 2.25 Year of Service . Year of Service means, as to a Participant, the Participant’s number of calendar months of employment by the Affiliated Group (including any interruption of employment of up to 12 months) divided by 12. A partial month counts as a whole month, and any fractional year of service is ignored. A period longer than 12 months for which a Participant does not receive Compensation, including (without limitation) any unpaid leave of absence is not counted in determining the Participant’s Years of Service, nor does any other interruption of employment longer than 12 months.

Article III

Plan Participation

Section 3.1 Eligibility . An employee of an Employer will be eligible to participate in any Plan Year if he or she meets all of the following conditions:

(a)

the employee is part of a select group of management or highly compensated employees, within the meaning of Title I of ERISA;

(b)

the employee is eligible to participate in the Savings Plan for the Plan Year; and

(c)

the Committee, or its delegate, designates the employee as eligible to participate in the Plan.

-4-

Section 3.2 Participation . An employee who meets the conditions of Section 3.1 becomes a Participant effective January 1 of the Plan Year following the Plan Year in which the employee satisfies such conditions, by executing and filing with the Company a deferral election, in the manner determined by the Company and at the time required under Article IV. Once an individual is a Participant, he or she will remain a Participant for so long as he or she has an Account Balance, although a Participant may continue to make Deferral Contributions and receive allocations under the Plan only so long as he or she remains an eligible employee.

Article IV

Deferral Contributions

Section 4.1 Deferral Contributions . Each eligible employee as defined under Section 3.1 who has made an election to defer a portion of his or her Compensation under the Savings Plan for a Plan Year may elect to defer an additional amount under this Plan for that Plan Year, as Deferral Contributions. A Deferral Contribution is an amount, between 1% and 100% of the Participant’s Compensation.

A Participant’s Deferral Contributions for a Plan Year may not exceed his or her Compensation. A Participant must make his or her deferral election for a Plan Year no later than the last day of the preceding Plan Year, and may not change his or her deferral election during the Plan Year, provided, with respect to the deferral of any Compensation representing “bonus” Compensation, the deferral election must be made no later than the last day of the Plan Year preceding the Plan Year in which the performance of services giving rise to the bonus commences. Notwithstanding the foregoing, when an employee first becomes an eligible employee, he or she may make a deferral election no

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