Second Amendment to FMC Technologies, Inc. Incentive Compensation and Stock Plan

Summary

This amendment, effective October 1, 2003, modifies the FMC Technologies, Inc. Incentive Compensation and Stock Plan. It limits the period during which performance unit awards can be granted to Non-Employee Directors, in order to comply with updated New York Stock Exchange rules. Specifically, no such awards may be granted after February 16, 2011, or ten years after the most recent shareholder approval of the Plan, whichever is later. The amendment is authorized by the Company under the Plan's existing terms.

EX-10.4.B 4 dex104b.htm SECOND AMENDMENT - FMC TECHNOLOGIES, INC. INCENTIVE COMPENSATION AND STOCK PLAN Second Amendment - FMC Technologies, Inc. Incentive Compensation and Stock Plan

Exhibit 10.4.b

SECOND AMENDMENT

OF THE

FMC TECHNOLOGIES, INC.

INCENTIVE COMPENSATION AND STOCK PLAN

WHEREAS, FMC Technologies, Inc. (the “Company”) maintains the FMC Technologies, Inc. Incentive Compensation and Stock Plan (the “Plan”); and

WHEREAS, the Company now deems necessary and desirable to amend the Plan to limit the term of the Plan to comply with the changes in the rules of the New York Stock Exchange;

NOW, THEREFORE, by virtue of the authority reserved to the Company by Section 17 of the Plan, the Plan is hereby amended effective as of October 1, 2003, as follows:

The following is added to the end of Section 17. AMENDMENT AND TERMINATION

“No award of performance units may be granted to Non-Employee Directors under Section 14.1 of this Plan after February 16, 2011 or, if later, the date that is ten years from the date a majority of the stockholders of the Company approve the most recent version of the Plan.”