Exhibit 10.4(d)
KEY MANAGER
RESTRICTED STOCK 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 an award of restricted stock
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 an award of
<<# of Shares Granted>> shares of restricted
stock (the “Restricted Shares”) of the Company’s
common stock, par value of $.01 per share (the “Common
Stock”) upon the following terms and conditions:
1.
Vesting . The Restricted Shares will
vest and be immediately transferable July 1, 48 months
after the grant date (the “Vesting Date”).
Notwithstanding the foregoing, (a) the Restricted Shares will
vest and be immediately transferable (but in any event, within 70
days) in the event of the Employee’s death or Disability, or
a Change in Control of the Company and (b) a prorated portion
of the Restricted Shares (to be prorated based on the time worked
after the Grant Date and prior to the Vesting Date) will vest and
be immediately transferable (but in any event, within 70 days) in
the event of the Employee’s termination of employment by the
Employer prior to the Vesting Date without Cause. All Restricted
Shares will be forfeited upon termination of the Employee’s
employment with the Employer before the Vesting Date for a reason
other than death, Disability or termination of employment by the
Employer without Cause.
2.
Adjustment . The Committee shall make
equitable substitutions or adjustments in the Restricted Shares as
it determines to be appropriate in the event of any corporate event
or transaction such as a stock split, merger, consolidation,
separation, including a spin-off or other distribution of stock or
property of the Company, reorganization, or any partial or complete
liquidation of the Company.
3.
Rights as Stockholder.
(a) The
Restricted Shares will be issued in the form of a book entry
registration. The Company may issue a stock certificate (the
“Certificate”) in the Employee’s name
representing the Restricted Shares prior to the Vesting Date, in
which case, the Employee will execute a stock power in favor of the
Company, t
