Exhibit 10.4(c)
LONG TERM
INCENTIVE PERFORMANCE SHARE
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, 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
<<Maximum # of Shares Granted>> 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>> fiscal year performance on [
specify number of performance measures utilized for
award ] << # >> performance criteria
– [ choose applicable performance measures and delete
inapplicable ones ] [EBITDA growth] [Return on Investment]
[Total Shareholder Return] [Net Contribution] [ include the
following only if performance is to be measured with respect to
peers ] [relative to the performance of [ specify
number of peer companies utilized ] [ << #
>> other companies 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>> fiscal
year, at which time the Committee will review and approve the
Company’s calculation of the Company’s performance on
the [ specify number of performance measures utilized for
award ] << # >> 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 [ specify number
of performance measures utilized for award ]_ << #
>> performance criteria is
determined to
be above average, average or below average [ include the
following only if performance is to be measured with respect to
peers ] [relative to the peer group of OSX companies], with
[ specify applicable fraction based on the number of
performance measures utilized for award ]
of the total grant being tied to each of the performance measures.
[ utilize the following if performance is not measured
against peers: ] [The Company’s performance on each
of these measures will be designated “above average” if
the Company’s performance is [ specify the required
performance levels ]
, “average” if the Company’s performance is
and “below average” if the Company’s performance
is
.] [ or include the following if performance is to be
measured with respect to peers ] [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 << # >> and
<< # >> ranked peer companies for such measure
(1 st
being the
highest performance), “average” if the Company’s
performance is better than the midpoint between the << #
>> and << # >> ranked peer companies
for such measure and lower than the midpoint between the
<< # >> and << # >> ranked
peer companies for such measure, and “below average” if
the Company’s performance is below the midpoint between the
<< # >> and << # >> ranked
peer companies for such measure.] For below-average performance on
any of the [ specify number of performance measures utilized
for award ] << # >> performance
measures, the Employee will receive 0% of the [ specify
applicable fraction based on the number of performance measures
utilized for award ] << # >> portion of
this grant that is tied to such performance measure, for average
performance, 100% of such [ specify applicable fraction based
on the number of performance measures utilized for award ]
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