Exhibit 10.4.k
LONG TERM INCENTIVE PERFORMANCE
SHARE
RESTRICTED STOCK
AGREEMENT
PURSUANT TO THE FMC TECHNOLOGIES,
INC.
INCENTIVE COMPENSATION AND STOCK
PLAN
This Agreement is made as of the
day of
, 20
(the “Grant Date”) by FMC
TECHNOLOGIES, INC., a Delaware corporation, (the
“Company”) and
(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 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 an award of restricted stock to the Employee,
the amount of which will vary based on the Company’s
performance, 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 up to
shares of restricted stock (the “Restricted Shares”) of
the Company’s common stock par value of $0.01 per share (the
“Common Stock”). The number of shares ultimately earned
by the Employee will depend upon the Company’s
fiscal year performance on three performance criteria –
EBITDA growth, Return on Investment, and Total Shareholder Return
relative to the performance of ten (10) other companies
included within the PHLX Oil Service Sector Index
(“OSX”) that are designated by the Committee at the
time of the Committee’s approval of the grant of this award.
The actual number of Restricted Shares earned by the Employee will
be determined at a meeting of the Committee following the
completion of the
fiscal year, at which time the Committee will review and approve
the Company’s calculation of the Company’s performance
on the three specified performance criteria. The total number of
shares issued will vary between 0-200% of a target award amount
depending on whether the Company’s full year performance on
the three performance criteria is determined to be above average,
average or below average relative to the peer group of OSX
companies, with one third of the total grant being tied to each of
the three
performance measures. The Company’s
performance on each of these measures will be designated
“above average” if the Company’s performance is
better than the midpoint between the 3 rd and 4 th ranked OSX companies for such
measure (1 st being the highest performance),
“average” if the Company’s performance is better
than the midpoint between the 7 th and 8 th ranked OSX companies for such
measure and lower than the midpoint between the 3
rd
and 4
th
ranked OSX companies
for such measure, and “below average” if the
Company’s performance is below the midpoint between the
7 th and 8 th ranked OSX companies for such
measure. For below-average performance on any of the three
performance measures, the Employee will receive 0% of the one-third
portion of this grant that is tied to such performance measure, for
average performance, 100% of such one-third portion of this grant
tied to that performance measure, and for above-average
performance, 200% of such one-third portion of this
grant.
The award is made upon the following
terms and conditions:
1.
Vesting . The Restricted Shares ultimately earned by the
Employee will vest and be immediately transferable on
, 20
(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 and, for
purposes of determining the amount of the resulting award, it will
be assumed that the Company achieved “average”
performance on each of the performance measures, resulting in the
payment of 100% of the award amou
