Exhibit 10.4(b)
NONQUALIFIED
STOCK OPTION AGREEMENT
PURSUANT TO THE
JOHN BEAN TECHNOLOGIES CORPORATION
INCENTIVE
COMPENSATION AND STOCK PLAN
This Agreement is
made as of the <<Grant Date>> (the “Grant
Date”) by JOHN BEAN TECHNOLOGIES CORPORATION, a Delaware
corporation, (the “Company”) and <<Participant
Name>> (the “Employee”).
In 2008, the
Board of Directors of the Company (the “Board”) adopted
the John Bean Technologies Corporation 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
expressly provided herein, all capitalized terms have the meanings
provided in the Plan. To the extent there is a conflict between the
Plan and this Agreement, the provisions of the Plan will
control.
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 a stock option 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 a nonqualified stock
option (the “Option”) to purchase an aggregate of
<< # >> shares of the common stock of the
Company par value of $.01 per share (the “Common
Stock”) at a price of $<<Grant Price>> 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 <<January 2, 3 years after the Grant
Date>> (the “Vesting Date”). Notwithstanding
the foregoing, the Option will become immediately exercisable by
the Employee or by the person or persons to whom the
Employee’s rights under the Option pass by will or by the
applicable laws of descent and distribution, in the event of the
Employee’s death or Disability, or a Change in Control of the
Company.
2.
Employment . Subject to
Section 3, below, it is a condition precedent to the right to
exercise the Option that the Employee remain in the employ of the
Employer continuously during the period from the Grant Date to the
earliest of (a) the Vesting Date, (b) the date of the
Employee’s retirement under the Company’s pension plan
on or after age 62, (c) the date of the Employee’s death
or (d) the date of the Employee’s Disability. Any
portion of the Option that is not vested will be forfeited upon the
Employee’s termination of employment with the Employer before
the Vesting Date for a reason other than the Employee’s
death, Disability or retirement under the Company’s pension
plan on or after age 62.
3.
Termination of Option . The Option
and all rights thereunder, to the extent such rights will not have
been exercised, will terminate and become null and void on the
earliest of the date (a) that is <<January 2, 10
years after the Grant Date>> , (b) that is three
months after the date the Employee ceases to be an employee of an
Employer for any reason other than death, Disability or retirement
under the Company’s pension plan
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on or after age 62,
(c) that is five years from the date of the Employee’s
retirement under the Company’s pension plan on or after age
62 or termination due to Disability, (d) that is one year from
the date of the Employee’s death or (e) the Employee is
terminated for Cause, (such date being referred to as the
“Option Expiration Date”).
4.
Right to Exercise . The Option may be
exercised at any time on or after the date on which it first
becomes exercisable under Sections 1 and 2, above, to and including
the Option Expiration Date by the Employee or by the person or
persons to whom the Employee’s rights under the Option will
pass by will or by the applicable laws of descent and distribution.
In no event may the Option be exercised to any extent by anyone
before it becomes exercisable pursuant to Sections 1 and 2, above,
or after the Option Expiration Date.
5.
Method of Exercise . The Employee (or
other person entitled to do so) may exercise the Option with
respect to all or any part of the shares then subject to such
exercise (a) by giving the Company written notice of such
exercise, specifying the Grant Date, the numb
