Form of John Bean Technologies Corporation Rights Agreement Dated as of July 31, 2008Rights Agreement • July 3rd, 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”).
FORM OF TAX SHARING AGREEMENT by and among FMC TECHNOLOGIES, INC. AND ITS AFFILIATES and JOHN BEAN TECHNOLOGIES CORPORATION AND ITS AFFILIATESTax Sharing Agreement • July 3rd, 2008 • John Bean Technologies CORP • Special industry machinery (no metalworking machinery) • Delaware
This TAX SHARING AGREEMENT, dated as of , 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.
FORM OF SEPARATION AND DISTRIBUTION AGREEMENT by and between FMC TECHNOLOGIES, INC. and JOHN BEAN TECHNOLOGIES CORPORATION Dated as of [ ], 2008Separation and Distribution Agreement • July 3rd, 2008 • John Bean Technologies CORP • Special industry machinery (no metalworking machinery) • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of , 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”).
FORM OF TRADEMARK LICENSE AGREEMENTTrademark License Agreement • July 3rd, 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 , 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.”
FORM OF TRADEMARK ASSIGNMENT AND COEXISTENCE AGREEMENTTrademark Assignment and Coexistence Agreement • July 3rd, 2008 • John Bean Technologies CORP • Special industry machinery (no metalworking machinery) • Texas
THIS TRADEMARK ASSIGNMENT AND COEXISTENCE AGREEMENT is made and entered into as of the day of , 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”).
