0001193125-09-041112 Sample Contracts

Form of FMC Technologies, Inc. Executive Severance Agreement
Severance Agreement • February 27th, 2009 • FMC Technologies Inc • Oil & gas field machinery & equipment

THIS AGREEMENT is made and entered into as of the _____day of_____, 200_, by and between FMC Technologies, Inc. (hereinafter referred to as the “Company”) and _________________________ <<Executive>>____(hereinafter referred to as the “Executive”).

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LONG TERM INCENTIVE RESTRICTED STOCK AGREEMENT PURSUANT TO THE FMC TECHNOLOGIES, INC. INCENTIVE COMPENSATION AND STOCK PLAN
Long Term Incentive Restricted Stock Agreement • February 27th, 2009 • FMC Technologies Inc • Oil & gas field machinery & equipment • Delaware

This Agreement is made as of the <<Grant Date>> (the “Grant Date”) by FMC Technologies, Inc., a Delaware corporation, (the “Company”) and <<Participant Name>> (the “Employee”).

UNITHOLDERS AGREEMENT by and between SCHILLING ROBOTICS, INC., TYLER SHILLING and FMC TECHNOLOGIES, INC. Dated as of December 26, 2008
Unitholders Agreement • February 27th, 2009 • FMC Technologies Inc • Oil & gas field machinery & equipment • Delaware

THIS UNITHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of December 26, 2008 by and among Schilling Robotics, Inc., a Delaware corporation (“Schilling Inc.”), Tyler Schilling, an individual (“Schilling”), and FMC Technologies, Inc., a Delaware corporation (“FMC”). Each of Schilling Inc., Schilling and FMC are referred to herein as a “Party” and collectively as the “Parties” and each of Schilling Inc. and Schilling are referred to herein as a “Schilling Party” and collectively as the “Schilling Parties.”

SECURITIES PURCHASE AGREEMENT by and among FMC TECHNOLOGIES, INC., SCHILLING ROBOTICS, INC., SCHILLING ROBOTICS, LLC, and for purposes of Articles II, III and IX only TYLER SCHILLING dated as of December 24, 2008
Securities Purchase Agreement • February 27th, 2009 • FMC Technologies Inc • Oil & gas field machinery & equipment • Delaware

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 24, 2008, is made by and among FMC TECHNOLOGIES, INC., a Delaware corporation (“Purchaser”), SCHILLING ROBOTICS, INC., a Delaware corporation (“Seller”), SCHILLING ROBOTICS, LLC, a Delaware limited liability company (the “Company”) and, for purposes of Articles II, III and IX only, Tyler Schilling, an individual (“Schilling”). Purchaser, Seller, the Company and Schilling may be collectively referred to herein as the “Parties” and individually as a “Party.” Certain capitalized terms used in this Agreement have the meanings ascribed to them in Section 10.1 hereof.

AMENDED AND RESTATED OPERATING AGREEMENT OF SCHILLING ROBOTICS, LLC, a Delaware Limited Liability Company
Operating Agreement • February 27th, 2009 • FMC Technologies Inc • Oil & gas field machinery & equipment • Delaware

THIS AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) is made and effective as of December 26, 2008 (the “Effective Date”), by and among the Persons who have executed a counterpart of this Agreement as of the Effective Date, and those other Persons who from time to time pursuant to this Agreement execute a counterpart of this Agreement and are admitted to the Company as Members. Each signatory to this Agreement is a “Party” to this Agreement.

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