Exhibit 10.7
JBT Corporation.
Salaried Employees’
Equivalent Retirement Plan
Effective June 30, 2008
T ABLE OF C ONTENTS
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P AGE
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Section 1.
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Establishment and Purposes of the
Plan
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1
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Section 2.
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Participants
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1
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Section 3.
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Excess Benefit
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1
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Section 4.
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Funding
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1
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Section 5.
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Establishment of Trust
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2
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Section 6.
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Payment of Excess
Benefit
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2
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Section 7.
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Actuarial Equivalent
Benefit
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3
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Section 8.
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Administration of the
Plan
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3
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Section 9.
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Amendment and
Termination
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4
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Section 10.
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Employment
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4
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Section 11.
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Withholding for Taxes
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4
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Section 12.
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Immunity of Committee
Members
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4
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Section 13.
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Action by Employer
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5
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Section 14.
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Effect on Other Employee Benefit
Plans
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5
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Section 15.
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Non-Alienation of
Benefits
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5
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Section 16.
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Employer Liability
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5
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Section 17.
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Notices
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5
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Section 18.
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Gender, Number and
Headings
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5
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Section 19.
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Controlling Law
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5
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Section 20.
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Successors
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6
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Section 21.
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Severability
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6
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Section 22.
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Subsequent Changes
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6
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Section 23.
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Benefits Payable to Minors,
Incompetents and Others
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6
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Section 24.
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409A Compliance
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6
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i.
JBT Corporation. Salaried
Employees’ Equivalent Retirement Plan
Section 1.
Establishment and Purposes of the Plan
. The JBT Corporation Salaried
Employees’ Equivalent Retirement Plan (the
“Plan”), as established effective June 30, 2008 in
connection with a spin-off of liabilities from the FMC
Technologies, Inc. Salaried Employees’ Equivalent Retirement
Plan. The purpose of the Plan is to provide employees of the
Company and its affiliated companies that have adopted the Plan
(each such company an “Employer”) with the retirement
benefits they would have received under the Part I – Salaried
and Non-Union Hourly Employee’ Retirement Plan of the JBT
Corporation Employees’ Retirement Program (the
“Salaried Retirement Plan”), but for the limitations of
Sections 401(a)(17) and 415 of the Internal Revenue Code of 1986,
as amended (the “Code”), and but for the fact that
amounts an employee defers under the John Bean Technologies
Corporation Non-Qualified Savings and Investment Plan
(“Non-Qualified Savings Plan”) are not pensionable
earnings under the Salaried Retirement Plan.
The Company intends for the Plan to
comply in operation with Code Section 409A on and after
January 1, 2005 and to comply in documentational form on and
after January 1, 2009.
Section 2.
Participants . An employee of any
Employer who is an active participant in the Salaried Retirement
Plan will become a “Participant” on the day he or she
becomes entitled to an Excess Benefit under Section 3. Once an
individual is a Participant, he or she will remain a Participant
until his or her entire Excess Benefit has been paid.
Section 3.
Excess Benefit . Each employee of an
Employer who is an active participant in the Salaried Retirement
Plan will be entitled to receive an “Excess Benefit”
equal to the amount, if any, by which his or her accrued benefit
under the Salaried Retirement Plan is reduced:
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(a)
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to comply with the limitations of
Code Section 415;
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(b)
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because his or her pensionable
earnings exceed the annual compensation limit under Code
Section 401(a)(17), as adjusted; and
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(c)
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because deferred compensation is
not included in the definition of pensionable earnings under the
Salaried Retirement Plan.
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Section 4.
Funding . The amount of a
Participant’s Excess Benefit, if any, will be determined at
the time the Participant becomes entitled to receive a retirement
benefit under the Salaried Retirement Plan, or at another time
determined by the Committee (as defined in Section 8) in its
sole discretion, according to rules of uniform application. Neither
the Company nor any Employer is required to segregate on its books
or elsewhere any amount to be used to pay Excess Benefits, and no
accounts will be maintained for Participants under the Plan. This
Plan will be unfunded, and Excess Benefits will be payable only
from the general assets of the Company or any Employer. Each
Participant has only the rights of an unsecured creditor of the
Company or any Employer, as to his or her Excess
Benefit.
Section 5.
Establishment of Trust . The Company
has established a rabbi trust in order to accumulate assets to pay
Plan obligations, which is an irrevocable trust subject to the
jurisdiction of U.S. federal courts that may hold an insurance
contract or contracts and/or such other assets as determined by the
Company. The assets and income of the trust will be subject to the
claims of the Company’s creditors in the event of the
Company’s bankruptcy or insolvency. The establishment or
maintenance of the trust will not affect the Company’s
liability to pay Excess Benefits, except that the liability shall
be reduced to the extent assets of the trust are used to pay Excess
Benefits. A Participant will have no claim in any asset of the
trust, or in specific assets of the Company or any Employer, and
will have the status of a general unsecured creditor for any
amounts due under this Plan.
Section 6.
Payment of Excess Benefit . A
Participant’s Excess Benefit shall be paid pursuant to this
Section 6. A Participant’s Excess Benefit will be paid
to such Participant according to the form of payment elected by
such Participant, which form may be either (a) a lump sum or
(b) monthly installments over a period of five (5) years,
such payment(s) to commence no later than 90 days following the
Participant’s separation from service for any reason. The
actuarial factors and assumptions provided in Section 7 shall
be used in determining the actuarial equivalent present value of
any benefit.
Upon initial participation in the
Plan, a Participant shall have until January 31 of the
calendar year following the calendar year in which the Participant
commences participation in the Plan pursuant to Section 2 to
make an initial election with respect to the form of payment.
Absent a valid form of payment election, a Participant shall
receive payment of his or her Excess Benefit in the form of a lump
sum as soon as administratively possible, but in any event no later
than 90 days following separation from service for any reason. In
the event of the Participant’s death prior to the
commencement of payment, and notwithstanding a Participant’s
election to the contrary, payment shall be made in the form of a
lump sum, such lump sum to be paid to the Participant’s
beneficiary as designated pursuant to a valid beneficiary
designation form filed with the Plan (“Beneficiary”)
within 90 days following death. Notwithstanding the foregoing,
except for payments made upon separation from service due to death,
no payments shall be made to a Participant who is a
“specified employee” (as defined in Code
Section 409A) of the Company or any Employer (regardless of
whether such Employer has adopted the Plan) until on or after the
first day of the seventh calendar month following the
Participant’s separation from service.
Notwithstanding the above to the
contrary, a Participant may elect to have his or her Excess Benefit
paid in a form other than as initially elected above, provided
that:
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(a)
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Such election shall not take
effect until at least 12 months after the date on which the
election is made;
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(b)
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The first such payment must be
deferred for a period of not less than five years from the date
such payment would otherwise have commenced; and
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(c)
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Such election shall not be
effective if made less than 12 months prior to the date the payment
is otherwise scheduled to commence.
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With respect to payments made in
installments, the balance of such installments that remain to be
paid shall be credited with interest based on the interest rate
used to calculate actuarial equivalent present values set
fo