|
Exhibit
10.5b
FMC TECHNOLOGIES,
INC.
SECOND
AMENDMENT
TO THE
EXECUTIVE SEVERANCE
AGREEMENT
THIS SECOND AMENDMENT is made and
entered into as of May 9, 2008 by and between FMC
Technologies, Inc. (hereinafter referred to as the
“Company”) and [NAME OF EXECUTIVE] (hereinafter
referred to as the “Executive”).
WHEREAS , the Company and the
Executive agree that it is in the Executive’s best interest
to amend the Executive Severance Agreement by and between the
Company and the Executive, dated March 20, 2006 (the
“Agreement”), to change the definition of “Change
in Control” to be consistent with the definition of
“Change in Control” found in the Company’s
Incentive Compensation and Stock Plan, as amended and restated to
comply with Section 409A of the United States Internal Revenue
Code, as amended.
NOW THEREFORE, the Company and
the Executive agree as follows:
(1) Article 2,
Section 2.5 of the Agreement is hereby amended to read as
follows:
Change in Control means either a
“Change in Ownership,” a “Change in Effective
Control,” or a “Change in Ownership of a Substantial
Portion of Assets,” as defined below:
Change in Ownership :
A Change in Ownership of the Company occurs on the date that any
one person, or more than one Person Acting as a Group (as defined
below), acquires ownership of stock of the Company that, together
with stock held by such person or group, constitutes more than 50%
of the total fair market value or total voting power of the stock
of the Company. However, if any one person or more than one Person
Acting as a Group, is considered to own more than 50% of the total
fair market value or total voting power of the stock of the
Company, the acquisition of additional stock by the same person or
persons is not considered to cause a Change in Ownership of the
Company (or to cause a Change in Effective Control of the Company).
An increase in the percentage of stock owned by any one person, or
Persons Acting as a Group, as a result of a transaction in which
the Company acquires its stock in exchange for property will be
treated as an acquisition of stock. This applies only when there is
a transfer of stock of the Company (or issuance of stock of the
Company) and stock in the Company remains outstanding after the
transaction.
Persons Acting as a
Group : Persons will not be considered to be acting as a group
solely because they (i) purchase or own stock of the same
corporation at the same time, or as a result of the same public
offering, or (ii) purchase assets of the same corporation at
the same time. However, persons will be considered to be acting as
a group if they are owners of a corporation that enters into a
merger, consolidation, purchase or acquisition of stock or assets,
or similar business transaction with the Company. If a person,
including an entity, owns stock in both corporations that enter
into a merger, consoli
|
