0001193125-08-168473 Sample Contracts

John Bean Technologies Corporation Rights Agreement Dated as of July 31, 2008
Rights Agreement • August 6th, 2008 • John Bean Technologies CORP • Special industry machinery (no metalworking machinery) • Delaware

Rights Agreement, dated as of July 31, 2008, between John Bean Technologies Corporation, a Delaware corporation (the “Company”), and National City Bank, as rights agent (the “Rights Agent”).

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CREDIT AGREEMENT dated as of July 31, 2008 among JOHN BEAN TECHNOLOGIES CORPORATION JOHN BEAN TECHNOLOGIES B.V. The Lenders Party Hereto THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. and U.S. BANK NATIONAL ASSOCIATION as Co- Documentation Agents WELLS FARGO...
Credit Agreement • August 6th, 2008 • John Bean Technologies CORP • Special industry machinery (no metalworking machinery) • Illinois

CREDIT AGREEMENT (this “Agreement”) dated as of July 31, 2008 among JOHN BEAN TECHNOLOGIES CORPORATION, JOHN BEAN TECHNOLOGIES B.V., the LENDERS from time to time party hereto, WELLS FARGO BANK, N.A. as Syndication Agent and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. and U.S. BANK NATIONAL ASSOCIATION as Co-Documentation Agents and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

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JOHN BEAN TECHNOLOGIES CORPORATION 6.66% Senior Guaranteed Notes, due July 31, 2015 NOTE PURCHASE AGREEMENT Dated July 31, 2008
Note Purchase Agreement • August 6th, 2008 • John Bean Technologies CORP • Special industry machinery (no metalworking machinery) • New York

John Bean Technologies Corporation, a Delaware corporation (the “Company”) and each of the Guarantors, jointly and severally, agree with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:

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TAX SHARING AGREEMENT by and among FMC TECHNOLOGIES, INC. AND ITS AFFILIATES and JOHN BEAN TECHNOLOGIES CORPORATION AND ITS AFFILIATES
Tax Sharing Agreement • August 6th, 2008 • John Bean Technologies CORP • Special industry machinery (no metalworking machinery) • Delaware

This TAX SHARING AGREEMENT, dated as of July 31, 2008, by and among FMC TECHNOLOGIES, INC. (“Parent”), a Delaware corporation, by and on behalf of itself and each Affiliate of Parent, and JOHN BEAN TECHNOLOGIES CORPORATION (“Spinco”), a Delaware corporation and currently a direct, wholly owned subsidiary of Parent, by and on behalf of itself and each Affiliate of Spinco. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article I hereof.

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SEPARATION AND DISTRIBUTION AGREEMENT by and between FMC TECHNOLOGIES, INC. and JOHN BEAN TECHNOLOGIES CORPORATION Dated as of July 31, 2008
Separation and Distribution Agreement • August 6th, 2008 • John Bean Technologies CORP • Special industry machinery (no metalworking machinery) • Delaware

This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of July 31, 2008, is by and between FMC TECHNOLOGIES, INC., a Delaware corporation (“Parent”), and JOHN BEAN TECHNOLOGIES CORPORATION, a Delaware corporation and a wholly owned subsidiary of Parent (“Spinco”) (each of Parent and Spinco, a “Party” and together, the “Parties”).

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TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • August 6th, 2008 • John Bean Technologies CORP • Special industry machinery (no metalworking machinery) • Texas

This Trademark License Agreement (this “Trademark Agreement”) is made and entered into as of July 31, 2008 (the “Effective Date”) by and between FMC Technologies, Inc., a Delaware corporation, having its principal place of business at 1803 Gears Road, Houston, Texas 77067 (“FMCTI”) and John Bean Technologies Corporation (formerly FMC FoodTech, Inc.), a Delaware corporation, having its principal place of business at 200 East Randolph Drive, Chicago, Illinois 60601 (“JBT”). FMCTI and JBT are referred to herein, collectively, as the “Parties” and, individually, as a “Party.”

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NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE JOHN BEAN TECHNOLOGIES CORPORATION INCENTIVE COMPENSATION AND STOCK PLAN
Nonqualified Stock Option Agreement • August 6th, 2008 • John Bean Technologies CORP • Special industry machinery (no metalworking machinery) • Delaware

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”).

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PERFORMANCE UNITS AWARD AGREEMENT PURSUANT TO THE JOHN BEAN TECHNOLOGIES CORPORATION INCENTIVE COMPENSATION AND STOCK PLAN
Performance Units Award Agreement • August 6th, 2008 • John Bean Technologies CORP • Special industry machinery (no metalworking machinery) • Delaware

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>> (hereinafter called the “Employee”).

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KEY MANAGER RESTRICTED STOCK AGREEMENT PURSUANT TO THE JOHN BEAN TECHNOLOGIES CORPORATION INCENTIVE COMPENSATION AND STOCK PLAN
Restricted Stock Agreement • August 6th, 2008 • John Bean Technologies CORP • Special industry machinery (no metalworking machinery) • Delaware

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”).

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THE TRUST DEED is made the 10-July 2008
John Bean Technologies CORP • August 6th, 2008 • Special industry machinery (no metalworking machinery)

BETWEEN: John Bean Technologies Corporation of 200 East Randolph Drive Chicago, Illinois 60601, United States of America (the “Company”);

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JOHN BEAN TECHNOLOGIES CORPORATION RESTRICTED STOCK AGREEMENT FOR NON-EMPLOYEE DIRECTORS
Restricted Stock Agreement • August 6th, 2008 • John Bean Technologies CORP • Special industry machinery (no metalworking machinery)

This Agreement is made as of the << Grant Date>> (the “Grant Date”) by and between John Bean Technologies Corporation, a Delaware corporation, (the “Company”) and << Participant Name >> (the “Director”).

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LONG TERM INCENTIVE RESTRICTED STOCK AGREEMENT PURSUANT TO THE JOHN BEAN TECHNOLOGIES CORPORATION INCENTIVE COMPENSATION AND STOCK PLAN
Restricted Stock Agreement • August 6th, 2008 • John Bean Technologies CORP • Special industry machinery (no metalworking machinery) • Delaware

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”).

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LONG TERM INCENTIVE PERFORMANCE SHARE RESTRICTED STOCK AGREEMENT PURSUANT TO THE JOHN BEAN TECHNOLOGIES CORPORATION INCENTIVE COMPENSATION AND STOCK PLAN
Restricted Stock Agreement • August 6th, 2008 • John Bean Technologies CORP • Special industry machinery (no metalworking machinery) • Delaware

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”).

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TRADEMARK ASSIGNMENT AND COEXISTENCE AGREEMENT
Trademark Assignment and Coexistence Agreement • August 6th, 2008 • John Bean Technologies CORP • Special industry machinery (no metalworking machinery) • Texas

THIS TRADEMARK ASSIGNEMENT AND COEXISTENCE AGREEMENT is made and entered into as of the 31st day of July, 2008, by and between John Bean Technologies Corporation (formerly FMC FoodTech, Inc.), a Delaware corporation with its principal place of business located at 200 East Randolph Drive, Chicago, Illinois 60601 (“JBT”) and FMC Technologies, Inc., a Delaware corporation, with its principal place of business located at 1803 Gears Road, Houston, Texas 77067 (“FMCTI”).

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