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                                                                    Exhibit 10.4

                            FMC TECHNOLOGIES, INC.
                   INCENTIVE COMPENSATION AND STOCK PLAN
                   -------------------------------------

SECTION 1. PURPOSE
           -------

     The purpose of the Plan is to give the Company a competitive advantage in
attracting, retaining and motivating officers, employees, directors and
consultants of the Company and its Affiliates.

SECTION 2. DEFINITIONS
           -----------

     2.1  General. For purposes of the Plan, the following terms are defined as
          -------
set forth below:

     (a)  "Affiliate" means a corporation or other entity controlled by,
          controlling or under common control with the Company, including,
          without limitation, any corporation, partnership, joint venture or
          other entity during any period in which at least a fifty percent (50%)
          voting or profits interest is owned, directly or indirectly, by the
          Company or any successor to the Company.

     (b)  "Annual Retainer" means the retainer fee established by the Board and
          paid to a Non-Employee Director for services on the Board for a
          specified year.

     (c)  "Award" means a Management Incentive Award, Stock Option, Stock
          Appreciation Right, Performance Unit, Restricted Stock or other award
          authorized under the Plan.

     (d)  "Award Cycle" means a period of consecutive fiscal years or portions
          thereof designated by the Committee over which Awards are to be
          earned.

     (e)  "Board" means the Board of Directors of the Company.

     (f)  "Business Unit" means a unit of the business of the Company or its
          Affiliates as determined by the Committee and the CEO.

     (g)  "Capital Employed" means operating working capital plus net property,
          plant and equipment.

     (h)  "Cause" means (1) "Cause" as defined in any Individual Agreement to
          which the participant is a party, or (2) if there is no such
          Individual Agreement, or, if it does not define "Cause": (A) the
          participant having been convicted of, or pleading guilty or nolo
          contendere to, a felony under federal or state law; (B) the Willful
          and continued failure on the part of the participant to substantially
          perform his or her employment duties in any material respect (other
          than such failure resulting from Disability), after a written demand
          for substantial performance is delivered to the participant that
          specifically identifies the manner in which the Company believes the
          participant has failed to perform his or her duties, and after the
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          participant has failed to resume substantial performance of his or her
          duties within thirty (30) days of such demand; or (C) Willful and
          deliberate conduct on the part of the participant that is materially
          injurious to the Company or an Affiliate; or (D) prior to a Change in
          Control, such other events as will be determined by the Committee. The
          Committee will, unless otherwise provided in an Individual Agreement
          with the participant, determine whether "Cause" exists.

     (i)  "CEO" means the Company's chief executive officer.

     (j)  "Change in Control" and "Change in Control Price" have the meanings
          set forth in Sections 15.2 and 15.3, respectively.

     (k)  "Code" means the Internal Revenue Code of 1986, as amended from time
          to time, and any successor thereto.

     (l)  "Committee" means the Compensation and Organization Committee of the
          Board, or such other committee as the Board may from time to time
          designate.

     (m)  "Common Stock" means (1) the common stock of the Company, par value
          $.10 per share, subject to adjustment as provided in Section 4.1
          Shares Available for Issuance; or (2) if there is a merger or
          -----------------------------
          consolidation and the Company is not the surviving corporation, the
          capital stock of the surviving corporation given in exchange for such
          common stock of the Company.

     (n)  "Company" means FMC Technologies, Inc., a Delaware corporation.

     (o)  "Covered Employee" means a participant who has received a Management
          Incentive Award, Restricted Stock or Performance Units, who has been
          designated as such by the Committee and who is or may be a "covered
          employee" within the meaning of Section 162(m)(3) of the Code in the
          year in which the Management Incentive Award, Restricted Stock or
          Performance Units are expected to be taxable to such participant.

     (p)  "Disability" means, unless otherwise provided by the Committee, (1)
          "Disability" as defined in any Individual Agreement to which the
          participant is a party, or (2) if there is no such Individual
          Agreement, or, if it does not define "Disability," permanent and total
          disability as determined under the Company's long-term disability
          plan.

     (q)  "Distribution" means FMC's distribution of its interest in the
          Company.

     (r)  "Dividend Equivalent Rights" means the right to receive cash, Stock
          Options, Restricted Stock or Performance Units, as determined by the
          Committee, in an amount equal to any dividends that would have been
          paid on a Stock Option, Restricted Stock or a Performance Unit, as
          applicable, with Dividend Equivalent Rights if such Stock Option,
          Restricted Stock or Performance Unit, as applicable, was a share of
          Common Stock held by the participant on the dividend payment date.
          Unless the Committee determines that Dividend Equivalent Rights will
          be

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          paid in cash as of the dividend payment date, such Dividend Equivalent
          Rights, once credited, will be converted into an equivalent number of
          Stock Options, shares of Restricted Stock or Performance Units, as
          applicable; provided, however, that the number of shares subject to
          any Award will always be a whole number. Unless otherwise determined
          by the Committee as of the dividend payment date, if a dividend is
          paid in cash, the number of Stock Options, shares of Restricted Stock
          or Performance Units into which a Dividend Equivalent Right will be
          converted will be calculated as of the dividend payment date, in
          accordance with the following formula:

                                   (A x B)/C

          in which "A" equals the number of Stock Options, shares of Restricted
          Stock or Performance Units with Dividend Equivalent Rights held by the
          participant on the dividend payment date, "B" equals the cash dividend
          per share and "C" equals the Fair Market Value per share of Common
          Stock on the dividend payment date. Unless otherwise determined by the
          Committee as of the dividend payment date, if a dividend is paid in
          property other than cash, the number of Stock Options, shares of
          Restricted Stock or Performance Units, as applicable into which a
          Dividend Equivalent Right will be converted will be calculated, as of
          the dividend payment date, in accordance with the formula set forth
          above, except that "B" will equal the fair market value per share of
          the property which the participant would have received if the Stock
          Option, share of Restricted Stock or Performance Unit, as applicable,
          with Dividend Equivalent Rights held by the participant on the
          dividend payment date was a share of Common Stock.

     (s)  "Effective Date" means _______, 2001, the date the Plan was adopted by
          the Board, subject to the approval by at least a majority of the
          holders of outstanding shares of Common Stock of the Company.

     (t)  "Eligible Individuals" means officers, employees, directors and
          consultants of the Company or any of its Affiliates, and prospective
          employees, directors and consultants who have accepted offers of
          employment, membership on a board or consultancy from the Company or
          its Affiliates, who are or will be responsible for or contribute to
          the management, growth or profitability of the business of the Company
          or its Affiliates, as determined by the Committee.

     (u)  "Exchange Act" means the Securities Exchange Act of 1934, as amended
          from time to time, and any successor thereto.

     (v)  "Expiration Date" means the date on which an Award becomes
          unexercisable and/or not payable by reason of lapse of time or
          otherwise as provided in Section 6.2 Expiration Date.
                                               ---------------

     (w)  "Fair Market Value" means, except as otherwise provided by the
          Committee, as of any given date, the closing price for the shares on
          the New York Stock Exchange for the specified date (as of 4 p.m.
          Eastern Standard Time or Eastern

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          Daylight Savings Time, whichever is then in effect), or, if the shares
          were not traded on the New York Stock Exchange on such date, then on
          the next preceding date on which the shares were traded, all as
          reported by such source as the Committee may select.

     (x)  "FMC" means FMC Corporation, a Delaware corporation.

     (y)  "Grant Date" means the date designated by the Committee as the date of
          grant of an Award.

     (z)  "Incentive Stock Option" means any Stock Option designated as, and
          qualified as, an "incentive stock option" within the meaning of
          Section 422 of the Code.

     (aa) "Individual Agreement" means a severance, employment, consulting or
          similar agreement between a participant and the Company or one of its
          Affiliates.

     (bb) "IPO" means the initial registered public offering by the Company of
          shares of Common Stock of the Company.

     (cc) "Management Incentive Award" means an Award of cash, Common Stock,
          Restricted Stock or a combination of cash, Common Stock and Restricted
          Stock, as determined by the Committee.

     (dd) "Net Contribution" means for a Business Unit, its operating profit
          after-tax, less the product of (1) a percentage as determined by the
          Committee; and (2) the Business Unit's Capital Employed.

     (ee) "Non-Employee Director" means each director of the Company who is not
          otherwise an employee of the Company or its Affiliates.

     (ff) "Nonqualified Stock Option" means any Stock Option that is not an
          Incentive Stock Option.

     (gg) "Notice" means the written evidence of an Award granted under the Plan
          in such form as the Committee will from time to time determine.

     (hh) "Performance Goals" means the performance goals established by the
          Committee in connection with the grant of Management Incentive Awards,
          Restricted Stock or Performance Units as set forth in the Notice. In
          the case of Qualified Performance-Based Awards, Performance Goals will
          be set by the Committee within the time period prescribed by Section
          162(m) of the Code and related regulations, and will be based on Net
          Contribution, or such other performance criteria selected by the
          Committee, including, without limitation, the Fair Market Value of the
          Common Stock, the Company's or a Business Unit's market share, sales,
          earnings, costs, productivity, return on equity or return on Capital
          Employed.

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     (ii)  "Performance Units" means an Award granted under Section 12
           Performance Units.
           -----------------

     (jj)  "Plan" means the FMC Technologies, Inc. Incentive Compensation and
           Stock Plan, as set forth herein and as hereinafter amended from time
           to time.

     (kk)  "Qualified Performance-Based Award" means a Management Incentive
           Award, an Award of Restricted Stock or an Award of Performance Units
           designated as such by the Committee, based upon a determination that
           (1) the recipient is or may be a Covered Employee; and (2) the
           Committee wishes such Award to qualify for the Section 162(m)
           Exemption.

     (ll)  "Restricted Stock" means an Award granted under Section 11 Restricted
                                                                      ----------
           Stock.
           -----

     (mm)  "Section 162(m) Exemption" means the exemption from the limitation on
           deductibility imposed by Section 162(m) of the Code that is set forth
           in Section 162(m)(4)(C) of the Code.

     (nn)  "Separation from Service" means the cessation of a Non-Employee
           Director's service on the Board. Temporary absences from service on
           the Board because of illness, vacation or leave of absence will not
           be considered a Separation from Service.

     (oo)  "Stock Appreciation Right" means an Award granted under Section 10
           Stock Appreciation Rights.
           -------------------------

     (pp)  "Stock Option" means an Award granted under Section 9 Stock Options.
                                                                 -------------

     (qq)  "Termination of Employment" means the termination of the
           participant's employment with, or performance of services for, the
           Company and any of its Affiliates. Temporary absences from employment
           because of illness, vacation or leave of absence and transfers among
           the Company and its Affiliates will not be considered a Termination
           of Employment.

     (rr)  "Vesting Date" means the date on which an Award becomes vested, and,
           if applicable, fully exercisable and/or payable by or to the
           participant as provided in Section 6.3 Vesting.
                                                  -------

     (ss)  "Willful" means any action or omission by the participant that was
           not in good faith and without a reasonable belief that the action or
           omission was in the best interests of the Company or its Affiliates.
           Any act or omission based upon authority given pursuant to a duly
           adopted resolution of the Board, or, upon the instructions of the CEO
           or any other senior officer of the Company, or, based upon the advice
           of counsel for the Company will be conclusively presumed to be taken
           or omitted by the participant in good faith and in the best interests
           of the Company and/or its Affiliates.

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     2.2  Other Definitions. In addition, certain other terms used herein have
          -----------------
definitions given to them in the first place in which they are used.

SECTION 3. ADMINISTRATION
           --------------

     3.1  Committee Administration. The Committee is the administrator of the
          ------------------------
Plan. Among other things, the Committee has the authority, subject to the terms
of the Plan:

     (a)  To select the Eligible Individuals to whom Awards are granted;

     (b)  To determine whether and to what extent Awards are granted;

     (c)  To determine the amount of each Award;

     (d)  To determine the terms and conditions of any Award, including, but not
          limited to, the option price, any vesting condition, restriction or
          limitation regarding any Award and the shares of Common Stock relating
          thereto, based on such factors as the Committee will determine;

     (e)  To modify, amend or adjust the terms and conditions of any Award, at
          any time or from time to time;

     (f)  To determine to what extent and under what circumstances Common Stock
          and other amounts payable with respect to an Award will be deferred;
          and

     (g)  To determine under what circumstances an Award may be settled in cash
          or Common Stock or a combination of cash and Common Stock.

     The Committee has the authority to adopt, alter and repeal administrative
rules, guidelines and practices governing the Plan, to interpret the terms and
provisions of the Plan, any Award, any Notice and any other agreement relating
to any Award and to take any action it deems appropriate for the administration
of the Plan.

     3.2  Committee Action. The Committee may act only by a majority of its
          ----------------
members then in office unless it allocates or delegates its authority to a
Committee member or other person to act on its behalf. Except to the extent
prohibited by applicable law or applicable rules of a stock exchange, the
Committee may allocate all or any portion of its responsibilities and powers to
any one or more of its members and may delegate all or any part of its
responsibilities and powers to any other person or persons. Any such allocation
or delegation may be revoked by the Committee at any time.

     Any determination made by the Committee or its delegate with respect to any
Award will be made in the sole discretion of the Committee or such delegate. All
decisions of the Committee or its delegate are final, conclusive and binding on
all parties.

     3.3  Board Authority. Any authority granted to the Committee may also be
          ---------------
exercised by the full Board. To the extent that any permitted action taken by
the Board conflicts with action taken by the Committee, the Board action will
control. Notwithstanding anything herein

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to the contrary, the Board is the administrator of the portion of the Plan
applicable to Non-Employee Directors.

SECTION 4. SHARES
           ------

     4.1  Shares Available For Issuance. The maximum number of shares of Common
          -----------------------------
Stock that may be delivered to participants and their beneficiaries under the
Plan will be 12,000,000. Shares subject to an Award under the Plan may be
authorized and unissued shares or may be treasury shares.

     The maximum number of shares of Common Stock that may be subject to
Management Incentive Awards, Restricted Stock and Performance Units is 8,000,000
shares of Common Stock.

     No Award will be counted against the shares available for delivery under
the Plan if the Award is payable to the participant only in the form of cash, or
if the Award is paid to the participant in cash.

     If any Award is forfeited, or if any Stock Option (and any related Stock
Appreciation Right) terminates, expires or lapses without being exercised, or if
any Stock Appreciation Right is exercised for cash, the shares of Common Stock
subject to such Awards will again be available for delivery in connection with
Awards under the Plan. If the option price of any Stock Option granted under the
Plan is satisfied by delivering shares of Common Stock to the Company (by either
actual delivery or by attestation), only the number of shares of Common Stock
delivered to the participant, net of the shares of Common Stock delivered or
attested to, will be deemed delivered for purposes of determining the maximum
numbers of shares of Common Stock available for delivery under the Plan. To the
extent any shares of Common Stock subject to an Award are not delivered to a
participant because such shares are used to satisfy an applicable tax-
withholding obligation, such shares will not be deemed to have been delivered
for purposes of determining the maximum number of shares of Common Stock
available for delivery under the Plan.

     In the event of any corporate event or transaction, (including, but not
limited to, a change in the number of shares of Common Stock outstanding), such
as a stock split, merger, consolidation, separation, including a spin-off or
other distribution of stock or property of the Company, any reorganization
(whether or not such reorganization comes within the definition of such term in
Section 368 of the Code) or any partial or complete liquidation of the Company,
the Committee may make such substitution or adjustments in the aggregate number,
kind, and price of shares reserved for issuance under the Plan, and the maximum
limitation upon any Awards to be granted to any participant, in the number, kind
and price of shares subject to outstanding Awards granted under the Plan and/or
such other equitable substitution or adjustments as it may determine to be
appropriate; provided, however, that the number of shares subject to any Award
will always be a whole number. Such adjusted price will be used to determine the
amount payable in cash or shares, as applicable, by the Company upon the
exercise of any Award.

     4.2  Individual Limits. No participant may be granted Stock Options and
          -----------------
Stock Appreciation Rights covering in excess of 1,200,000 shares of Common Stock
in any calendar

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year. The maximum aggregate amount with respect to each Management Incentive
Award, Award of Performance Units or Award of Restricted Stock that may be
granted, or, that may vest, as applicable, in any calendar year for any
individual participant is 1,200,000 shares of Common Stock, or the dollar
equivalent of 1,200,000 shares of Common Stock.

SECTION 5. ELIGIBILITY
           -----------

     Awards may be granted under the Plan to Eligible Individuals. Incentive
Stock Options may be granted only to employees of the Company and its
subsidiaries or parent corporation (within the meaning of Section 424(f) of the
Code).

SECTION 6. TERMS AND CONDITIONS OF AWARDS
           ------------------------------

     6.1  General. Awards will be in the form and upon the terms and conditions
          -------
as determined by the Committee, subject to the terms of the Plan. The Committee
is authorized to grant Awards independent of, or in addition to other Awards
granted under the Plan. The terms and conditions of each Award may vary from
other Awards. Awards will be evidenced by Notices, the terms and conditions of
which will be consistent with the terms of the Plan and will apply only to such
Award.

     6.2  Expiration Date. Unless otherwise provided in the Notice, the
          ---------------
Expiration Date of an Award will be the earlier of the date that is ten (10)
years after the Grant Date or the date of the participant's Termination of
Employment.

     6.3  Vesting. Each Award vests and becomes fully payable, exercisable
          -------
and/or released of any restriction on the Vesting Date. The Vesting Date of each
Award, as determined by the Committee, will be set forth in the Notice.

SECTION 7. QUALIFIED PERFORMANCE-BASED AWARDS
           ----------------------------------

     The Committee may designate a Management Incentive Award, or an Award of
Restricted Stock or an Award of Performance Units as a Qualified Performance-
Based Award, in which case, the Award is contingent upon the attainment of
Performance Goals.

SECTION 8. MANAGEMENT INCENTIVE AWARDS
           ---------------------------

     8.1  Management Incentive Awards. The Committee is authorized to grant
          ---------------------------
Management Incentive Awards, subject to the terms of the Plan. Notices for
Management Incentive Awards will indicate the Award Cycle, any applicable
Performance Goals, any applicable designation of the Award as a Qualified
Performance-Based Award and the form of payment of the Award.

     8.2  Settlement. As soon as practicable after the later of the Vesting Date
          ----------
and the date any applicable Performance Goals are satisfied, Management
Incentive Awards will be paid to the participant in cash, Common Stock,
Restricted Stock or a combination of cash, Common Stock and Restricted Stock, as
determined by the Committee. The number of shares of Common

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Stock payable under the stock portion of a Management Incentive Award will equal
the amount of such portion of the award divided by the Fair Market Value of the
Common Stock on the date of payment.

SECTION 9. STOCK OPTIONS
           -------------

     9.1  Stock Options. The Committee is authorized to grant Stock Options,
          -------------
including both Incentive Stock Options and Nonqualified Stock Options, subject
to the terms of the Plan. Notices will indicate whether the Stock Option is
intended to be an Incentive Stock Option or a Nonqualified Stock Option, the
option price, the term and the number of shares to which it pertains. To the
extent that any Stock Option is not designated as an Incentive Stock Option, or,
even if so designated does not qualify as an Incentive Stock Option on or
subsequent to its Grant Date, it will constitute a Nonqualified Stock Option.

     9.2  Option Price. The option price per share of Common Stock purchasable
          ------------
under a Stock Option will be determined by the Committee and will not be less
than the Fair Market Value of the Common Stock subject to the Stock Option on
the Grant Date; provided, however, that a Stock Option granted in connection
with the IPO may be granted at an option price equal to the initial price at
which Common Stock is offered to the public in the IPO.

     9.3  Incentive Stock Options. The terms of the Plan addressing Incentive
          -----------------------
Stock Options and each Incentive Stock Option will be interpreted in a manner
consistent with Section 422 of the Code and all valid regulations issued
thereunder.

     9.4  Exercise. Stock Options will be exercisable at such time or times and
          --------
subject to the terms and conditions set forth in the Notice. A participant can
exercise a Stock Option, in whole or in part, at any time on or after the
Vesting Date and before the Expiration Date by giving written notice of exercise
to the Company specifying the number of shares of Common Stock subject to the
Stock Option to be purchased. Such notice will be accompanied by payment in full
to the Company of the option price by certified or bank check or such other cash
equivalent instrument as the Company may accept. If approved by the Committee,
payment in full or in part may also be made in the form of Common Stock (by
delivery of such shares or by attestation) already owned by the optionee of the
same class as the Common Stock subject to the Stock Option, based on the Fair
Market Value of the Common Stock on the date the Stock Option is exercised.
Notwithstanding the foregoing, the right to make payment in the form of already
owned shares of Common Stock applies only to shares that have been held by the
optionee for at least six (6) months at the time of exercise or that were
purchased on the open market.

     If approved by the Committee, payment in full or in part may also be made
by delivering a properly executed exercise notice to the Company, together with
a copy of irrevocable instructions to a broker to deliver promptly to the
Company the amount of sale or loan proceeds necessary to pay the option price,
and, if requested, by the amount of any federal, state, local or foreign
withholding taxes. To facilitate the foregoing, the Company may enter into
agreements for coordinated procedures with one or more brokerage firms. The
Committee may also provide for Company loans to be made for purposes of the
exercise of Stock Options.

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     9.5  Settlement. As soon as practicable after the exercise of a Stock
          ----------
Option, the Company will deliver to or on behalf of the optionee certificates of
Common Stock for the number of shares purchased. No shares of Common Stock will
be issued until full payment therefor has been made. Except as otherwise
provided in Section 9.8 Deferral of Stock Options Shares below, an optionee will
                        --------------------------------
have all of the rights of a stockholder of the Company holding Common Stock,
including, but not limited to, the right to vote the shares and the right to
receive dividends, when the optionee has given written notice of exercise, has
paid in full for such shares and, if requested, has given the representation
described in Section 19 General Provisions. The Committee may give optionees
                        ------------------
Dividend Equivalent Rights.

     9.6  Nontransferability. No Stock Option will be transferable by the
          ------------------
optionee other than by will or by the laws of descent and distribution. All
Stock Options will be exercisable, subject to the terms of the Plan, only by the
optionee, the guardian or legal representative of the optionee, or any person to
whom such Stock Option is transferred pursuant to this paragraph, it being
understood that the term "holder" and "optionee" include such guardian, legal
representative and other transferee. No Stock Option will be subject to
execution, attachment or other similar process.

     Notwithstanding anything herein to the contrary, the Committee may permit a
participant at any time prior to his or her death to assign all or any portion
without consideration therefor of a Nonqualified Stock Option to:

     (a)  The participant's spouse or lineal descendants;

     (b)  The trustee of a trust for the primary benefit of the participant and
          his or her spouse or lineal descendants, or any combination thereof;

     (c)  A partnership of which the participant, his or her spouse and/or
          lineal descendants are the only partners;

     (d)  Custodianships under the Uniform Transfers to Minors Act or any other
          similar statute; or

     (e)  Upon the termination of a trust by the custodian or trustee thereof,
          or the dissolution or other termination of the family partnership or
          the termination of a custodianship under the Uniform Transfers to
          Minor Act or any other similar statute, to the person or persons who,
          in accordance with the terms of such trust, partnership or
          custodianship are entitled to receive the Nonqualified Stock Option
          held in trust, partnership or custody.

In such event, the spouse, lineal descendant, trustee, partnership or
custodianship will be entitled to all of the participant's rights with respect
to the assigned portion of the Nonqualified Stock Option, and such portion will
continue to be subject to all of the terms, conditions and restrictions
applicable to the Nonqualified Stock Option.

     9.7  Cashing Out. On receipt of written notice of exercise, the Committee
          -----------
may elect to cash out all or part of the portion of the shares of Common Stock
for which a Stock Option is being exercised by paying the optionee an amount, in
cash or Common Stock, equal to the excess

                                                                         Page 10
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of the Fair Market Value of the Common Stock over the option price times the
number of shares of Common Stock for which the Stock Option is being exercised
on the effective date of such cash-out. In addition, notwithstanding any other
provision of the Plan, the Committee, either on the Grant Date or thereafter,
may give a participant the right to voluntarily cash-out the participant's
outstanding Stock Options, whether or not then vested, during the sixty (60)-day
period following a Change in Control. A participant who has such a cash-out
right and elects to cash-out Stock Options may do so during the sixty (60)-day
period following a Change in Control by giving notice to the Company to elect to
surrender all or part of the Stock Option to the Company and to receive cash,
within thirty (30) days of such election, in an amount equal to the amount by
which the Change in Control Price per share of Common Stock on the date of such
election exceeds the exercise price per share of Common Stock under the Stock
Option multiplied by the number of shares of Common Stock granted under the
Stock Option as to which this cash-out right is exercised. Notwithstanding the
foregoing, if any cash-out right would make a Change in Control transaction
ineligible for pooling-of-interests accounting, the Committee may eliminate or
modify such cash-out right.

     9.8  Deferral of Stock Option Shares. The Committee may from time to time
          -------------------------------
establish procedures pursuant to which an optionee may elect to defer, until a
time or times later than the exercise of a Stock Option, receipt of all or a
portion of the shares of Common Stock subject to such Stock Option and/or to
receive cash at such later time or times in lieu of such deferred shares, all on
such terms and conditions as the Committee will determine. If any such deferrals
are permitted, an optionee who elects such deferral will not have any rights as
a stockholder with respect to such deferred shares unless and until shares are
actually delivered to the optionee with respect thereto, except to the extent
otherwise determined by the Committee.

SECTION 10. STOCK APPRECIATION RIGHTS
            -------------------------

     10.1 Stock Appreciation Rights. The Committee is authorized to grant Stock
          -------------------------
Appreciation Rights, subject to the terms of the Plan. Stock Appreciation Rights
granted with a Nonqualified Stock Option may be granted either on or after the
Grant Date. Stock Appreciation Rights granted with an Incentive Stock Option may
be granted only on the Grant Date of such Stock Option. Notices of Stock
Appreciation Rights granted with Stock Options may be incorporated into the
Notice of the Stock Option. Notices of Stock Appreciation Rights will indicate
whether the Stock Appreciation Right is independent of any Award or granted with
a Stock Option, the price, the term, the method of exercise and the form of
payment.

     10.2 Exercise. A participant can exercise Stock Appreciation Rights, in
          --------
whole or in part, at any time after the Vesting Date and before the Expiration
Date, or, with respect to Stock Appreciation Rights granted in connection with
any Stock Option, at such time or times and to the extent that the Stock Options
to which they relate are exercisable, by giving written notice of exercise to
the Company specifying the number of Stock Appreciation Rights to be exercised.
A Stock Appreciation Right granted with a Stock Option may be exercised by an
optionee by surrendering any applicable portion of the related Stock Option in
accordance with procedures established by the Committee. To the extent provided
by the Committee, Stock Options which have been so surrendered will no longer be
exercisable to the extent the related Stock Appreciation Rights have been
exercised.

                                                                         Page 11
<PAGE>

         10.3  Settlement. As soon as practicable after the exercise of a Stock
               ----------
Appreciation Right, an optionee will be entitled to receive an amount in cash,
shares of Common Stock or a combination of cash and shares of Common Stock, as
determined by the Committee, in value equal to the excess of the Fair Market
Value on the date of exercise of one share of Common Stock over the Stock
Appreciation Right price per share multiplied by the number of shares in respect
of which the Stock Appreciation Right is being exercised. Upon the exercise of a
Stock Appreciation Right granted with any Stock Option, the Stock Option or part
thereof to which such Stock Appreciation Right is related will be deemed to have
been exercised for the purpose of the limitation set forth in Section 4 Shares
                                                                        ------
on the number of shares of Common Stock to be issued under the Plan, but only to
the extent of the number of shares delivered upon the exercise of the Stock
Appreciation Right.

         10.4  Nontransferability. Stock Appreciation Rights will be
               ------------------
transferable only to the extent they are granted with any Stock Option, and only
to permitted transferees of such underlying Stock Option in accordance with the
Nontransferability provisions of Section 9.
------------------

SECTION 11.      RESTRICTED STOCK

         11.1  Restricted Stock. The Committee is authorized to grant Restricted
               ----------------
Stock, subject to the terms of the Plan. Notices for Restricted Stock may be in
the form of a Notice and book-entry registration or issuance of one or more
stock certificates. Any certificate issued in respect of shares of Restricted
Stock will be registered in the name of such participant and will bear an
appropriate legend referring to the terms, conditions, and restrictions
applicable to such Award, substantially in the following form:

         "The transferability of this certificate and the shares of stock
         represented hereby are subject to the terms and conditions, including,
         but not limited to, forfeiture of the FMC Technologies, Inc. Incentive
         Compensation and Stock Plan and a Restricted Stock Notice. Copies of
         such Plan and Notice are on file at the offices of FMC Technologies,
         Inc."

         The Committee may require that the certificates evidencing such shares
be held in custody by the Company until the restrictions thereon will have
lapsed and that, as a condition of any Award of Restricted Stock, the
participant will have delivered a stock power, endorsed in blank, relating to
the Common Stock covered by such Award. The Notice or certificates will indicate
any applicable Performance Goals, any applicable designation of the Restricted
Stock as a Qualified Performance-Based Award and the form of payment.

         11.2  Participant Rights. Subject to the terms of the Plan and the
               ------------------
Notice or certificate of Restricted Stock, the participant will not be permitted
to sell, assign, transfer, pledge or otherwise encumber shares of Restricted
Stock until the later of the Vesting Date and the date any applicable
Performance Goals are satisfied. Notwithstanding the foregoing, a participant
may pledge Restricted Stock as security for a loan to obtain funds to pay the
option price for Stock Options. Except as provided in the Plan and the Notice or
certificate of the Restricted Stock, the participant will have, with respect to
the shares of Restricted Stock, all of the rights of a stockholder of the
Company holding Common Stock, including, but not limited to, the right to vote
the shares and Dividend Equivalent Rights, if so granted.

                                                                         Page 12
<PAGE>

         11.3  Settlement. As soon as practicable after the later of the Vesting
               ----------
Date and the date any applicable Performance Goals are satisfied and prior to
the Expiration Date, unlegended certificates for such shares of Common Stock
will be delivered to the participant upon surrender of any legended
certificates, if applicable.

SECTION 12.       PERFORMANCE UNITS
                  -----------------

         12.1  Performance Units. The Committee is authorized to grant
               -----------------
Performance Units, subject to the terms of the Plan. Notices of Performance
Units will indicate any applicable Performance Goals, any applicable designation
of the Award as a Qualified Performance-Based Award and the form of payment.

         12.2  Settlement. As soon as practicable after the later of the Vesting
               ----------
Date and the date any applicable Performance Goals are satisfied, Performance
Units will be paid in the manner as provided in the Notice. Payment of
Performance Units will be made in an amount of cash equal to the Fair Market
Value of one share of Common Stock multiplied by the number of Performance Units
earned or, if applicable, in a number of shares of Common Stock equal to the
number of Performance Units earned, each as determined by the Committee. The
Committee may at or after the Grant Date give the participant a right to defer
receipt of cash or shares in settlement of Performance Units for a specified
period or until a specified event. Subject to any exceptions adopted by the
Committee, an election by a participant to defer must be made before the
commencement of the Award Cycle for the Performance Units.

SECTION 13.       OTHER AWARDS
                  ------------

         The Committee is authorized to make, either alone or in conjunction
with other Awards, Awards of cash or Common Stock and Awards that are valued in
whole or in part by reference to, or are otherwise based upon, Common Stock,
including, without limitation, convertible debentures.

SECTION 14.       NON-EMPLOYEE DIRECTOR AWARDS
                  ----------------------------

         14.1  Annual Retainer. Each Non-Employee Director will receive an
               ---------------
Annual Retainer in such amount as will be determined from time to time by the
Board. Until changed by resolution of the Board, the Grant Date of the Annual
Retainer will be May 1 of each year, and the amount of the Annual Retainer will
be $40,000, $25,000 of which will be paid in the form of Performance Units on
the Grant Date and the remainder of which will be paid in cash in quarterly
installments at the end of each calendar quarter. Not less than sixty (60) days
prior to the close of the Grant Date of the Annual Retainer, each Non-Employee
Director may elect to defer all of his or her remaining Annual Retainer to be
paid in the form of Performance Units by providing written notice of such
election to the Company. The number of Performance Units constituting the Annual
Retainer for each Non-Employee Director will be equal to the number obtained by
dividing $25,000 plus the portion of his or her remaining Annual Retainer that
he or she elected to defer by the Fair Market Value of the Common Stock on the
Grant Date.

                                                                        Page 13
<PAGE>

         14.2  Annual Award. In addition to the Annual Retainer, the Board has
               ------------
the authority to grant Non-Employee Directors Stock Options, Restricted Stock or
Performance Units, subject to the terms of the Plan.

         14.3  Meeting Fees. Each Non-Employee Director will receive a meeting
               ------------
fee in such amount as will be determined from time to time by the Board for
attending each meeting of the Board and its committees, including extraordinary
and special meetings. Until changed by resolution of the Board, the meeting fee
will be $1,000 per meeting, payable in cash at the end of each calendar quarter.

         14.4  Committee Chairman Fees. Each Non-Employee Director who serves as
               -----------------------
a chairman of a committee of the Board will receive a committee chairman fee in
such amount as determined by the Board for the tenure of such service. Until
changed by resolution of the Board, the committee chairman fee will be paid in
cash at an annualized rate of $4,000 in equal installments at the end of each
calendar quarter.

         14.5  Vesting. Awards granted to Non-Employee Directors will have a
               -------
Vesting Date as determined by the Board. Unless otherwise provided in the Award,
such Vesting Date will be the date of the Company's annual stockholder's meeting
next following the Grant Date.

         14.6  Separation from Service. Except as provided below, if a
               -----------------------
Non-Employee Director has a Separation from Service prior to the Vesting Date of
a Performance Unit, any unvested Performance Units are forfeited and all further
rights of the Non-Employee Director to or with respect to such Performance Units
terminate. If a Non-Employee Director dies while serving as a director of the
Company, any vested Performance Units will be paid to the person designated in
the Non-Employee Director's last will and testament or, in the absence of such
designation, to his or her estate. Any unvested Performance Units will vest and
become payable in a proportionate amount, based upon the full months of service
completed during the vesting period from the Grant Date to the date of death.
Any unvested Performance Units vest and become immediately payable upon a Change
in Control.

         14.7  Settlement. Payments with respect to Performance Units of a
               ----------
Non-Employee Director will be made in shares of Common Stock issued to the
Non-Employee Director as soon as practicable after his or her Separation from
Service. Performance Units will be valued using the Fair Market Value of Common
Stock on the last business day of his or her service on the Board.
Notwithstanding anything herein to the contrary, payments made upon the
occurrence of a Change in Control will be made in a single lump sum cash payment
in an amount calculated by using the Change in Control Price multiplied by the
number of shares of Common Stock relating to the Performance Units with respect
to which such payment is made.

SECTION 15.       CHANGE IN CONTROL
                  -----------------

         15.1  Impact of Change in Control. Notwithstanding any other provision
               ---------------------------
of the Plan to the contrary, in the event of a Change in Control, as of the date
such Change in Control is determined to have occurred, any outstanding:

                                                                        Page 14
<PAGE>

     (a)    Stock Options and Stock Appreciation Rights become fully exercisable
            and vested to the full extent of the original grant;

     (b)    Restricted Stock becomes free of all restrictions and deferral
            limitations and becomes fully vested and transferable to the full
            extent of all or a portion of the maximum amount of the original
            grant as provided in the Notice, or, if not provided in the Notice,
            as determined by the Committee;

     (c)    Performance Units are considered earned and payable to the full
            extent of all or a portion of the maximum amount of the original
            grant as provided in the Notice, or, if not provided in the Notice,
            as determined by the Committee, any deferral or other restrictions
            lapse and such Performance Units will be settled in cash or Common
            Stock, as determined by the Committee, as promptly as is practicable
            following the Change in Control; and

     (d)    Management Incentive Awards become fully vested to the full extent
            of all or a portion of the maximum amount of the original grant as
            provided in the Notice, or, if not provided in the Notice, as
            determined by the Committee, and such Management Incentive Awards
            will be settled in cash or Common Stock, as determined by the
            Committee, as promptly as is practicable following the Change in
            Control.

     The Committee may also make additional substitutions, adjustments and/or
settlements of outstanding Awards as it deems appropriate and consistent with
the Plan's purposes.

     15.2   Definition of Change in Control. For purposes of the Plan, a "Change
            -------------------------------
in Control" will mean the happening of any of the following events:

     (a)    An acquisition by any individual, entity or group (within the
            meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
            "Person") of beneficial ownership (within the meaning of Rule 13d-3
            promulgated under the Exchange Act) of twenty percent (20%) or more
            of either (1) the then outstanding shares of common stock of the
            Company (the "Outstanding Company Common Stock") or (2) the combined
            voting power of the then outstanding voting securities of the
            Company entitled to vote generally in the election of directors (the
            "Outstanding Company Voting Securities"); excluding, however, the
            following: (A) any acquisition directly from the Company, other than
            an acquisition by virtue of the exercise of a conversion privilege
            unless the security being so converted was itself acquired directly
            from the Company, (B) any acquisition by the Company, (C) any
            acquisition by any employee benefit plan (or related trust)
            sponsored or maintained by the Company or any entity controlled by
            the Company, or (D) any acquisition pursuant to a transaction which
            complies with Subsections (1), (2) and (3) of Subsection (c) of this
            Section 15.2;

     (b)    A change in the composition of the Board such that the individuals
            who, as of the Effective Date, constitute the Board (such Board will
            be hereinafter referred to as the "Incumbent Board") cease for any
            reason to constitute at least a majority of


                                                                        Page 15
<PAGE>

          the Board; provided, however, for purposes of this Section 15.2, that
          any individual who becomes a member of the Board subsequent to the
          Effective Date, whose election, or nomination for election by the
          Company's stockholders, was approved by a vote of at least a majority
          of those individuals who are members of the Board and who were also
          members of the Incumbent Board (or deemed to be such pursuant to this
          proviso) will be considered as though such individual were a member of
          the Incumbent Board; but, provided further, that any such individual
          whose initial assumption of office occurs as a result of either an
          actual or threatened election contest (as such terms are used in Rule
          14a-11 of Regulation 14A promulgated under the Exchange Act) or other
          actual or threatened solicitation of proxies or consents by or on
          behalf of a Person other than the Board will not be so considered as a
          member of the Incumbent Board;

     (c)  Consummation of a reorganization, merger or consolidation, sale or
          other disposition of all or substantially all of the assets of the
          Company, or acquisition by the Company of the assets or stock of
          another entity ("Corporate Transaction"); excluding, however, such a
          Corporate Transaction pursuant to which (1) all or substantially all
          of the individuals and entities who are the beneficial owners,
          respectively, of the Outstanding Company Common Stock and Outstanding
          Company Voting Securities immediately prior to such Corporate
          Transaction will beneficially own, directly or indirectly, more than
          sixty percent (60%) of, respectively, the outstanding shares of common
          stock, and the combined voting power of the then outstanding voting
          securities entitled to vote generally in the election of directors, as
          the case may be, of the corporation resulting from such Corporate
          Transaction (including, without limitation, a corporation which as a
          result of such transaction owns the Company or all or substantially
          all of the Company's assets either directly or through one or more
          subsidiaries) in substantially the same proportions as their
          ownership, immediately prior to such Corporate Transaction, of the
          Outstanding Company Common Stock and Outstanding Company Voting
          Securities, as the case may be, (2) no Person (other than the Company,
          any employee benefit plan (or related trust) of the Company or such
          corporation resulting from such Corporate Transaction) will
          beneficially own, directly or indirectly, twenty percent (20%) or more
          of, respectively, the outstanding shares of common stock of the
          corporation resulting from such Corporate Transaction or the combined
          voting power of the outstanding voting securities of such corporation
          entitled to vote generally in the election of directors except to the
          extent that such ownership existed prior to the Corporate Transaction,
          and (3) individuals who were members of the Incumbent Board will
          constitute at least a majority of the members of the board of
          directors of the corporation resulting from such Corporate
          Transaction; or

     (d)  The approval by the stockholders of the Company of a complete
          liquidation or dissolution of the Company.

     In addition, a Change in Control will be deemed to occur upon a change in
control of FMC, as determined under the change in control provisions of FMC's
executive severance plan, if at the time of its change in control, FMC owns more
than fifty percent (50%) of the

                                                                        Page 16
<PAGE>

Outstanding Company Common Stock. Notwithstanding the foregoing, neither the
IPO, nor the Distribution will be treated as a Change in Control of the Company.

         15.3  Change in Control Price. For purposes of the Plan, "Change in
               -----------------------
Control Price" means the higher of (a) the highest reported sales price, regular
way, of a share of Common Stock in any transaction reported on the New York
Stock Exchange or other national exchange on which such shares are listed during
the sixty (60)-day period prior to and including the date of a Change in
Control; or (b) if the Change in Control is the result of a tender or exchange
offer or a Corporate Transaction, the highest price per share of Common Stock
paid in such tender or exchange offer or Corporate Transaction; provided,
however, that in the case of Incentive Stock Options and Stock Appreciation
Rights relating to Incentive Stock Options, the Change in Control Price will be
in all cases the Fair Market Value of the Common Stock on the date such
Incentive Stock Option or Stock Appreciation Right is exercised. To the extent
that the consideration paid in any such transaction described above consists all
or in part of securities or other noncash consideration, the value of such
securities or other noncash consideration will be determined by the Committee.

SECTION 16.       FORFEITURE OF AWARDS
                  --------------------

         Notwithstanding anything in the Plan to the contrary, the Committee
may, in the event of serious misconduct by a participant (including, without
limitation, any misconduct prejudicial to or in conflict with the Company or its
Affiliates, or any Termination of Employment for Cause), or any activity of a
participant in competition with the business of the Company or any Affiliate,
(a) cancel any outstanding Award granted to such participant, in whole or in
part, whether or not vested or deferred, and/or (b) if such conduct or activity
occurs within one year following the exercise or payment of an Award, require
such participant to repay to the Company any gain realized or payment received
upon the exercise or payment of such Award (with such gain or payment valued as
of the date of exercise or payment). Such cancellation or repayment obligation
will be effective as of the date specified by the Committee. Any repayment
obligation may be satisfied in Common Stock or cash or a combination thereof
(based upon the Fair Market Value of Common Stock on the day of payment), and
the Committee may provide for an offset to any future payments owed by the
Company or any Affiliate to the participant if necessary to satisfy the
repayment obligation. The determination of whether a participant has engaged in
a serious breach of conduct or any activity in competition with the business of
the Company or any Affiliate will be made by the Committee in good faith. This
Section 16 will have no application following a Change in Control.

SECTION 17.       AMENDMENT AND TERMINATION
                  -------------------------

         The Committee may amend, alter, or discontinue the Plan or any Award,
prospectively or retroactively, but no amendment, alteration or discontinuation
may impair the rights of a recipient of any Award without the recipient's
consent, except such an amendment made to comply with applicable law, stock
exchange rules or accounting rules.

         No amendment will be made without the approval of the Company's
stockholders to the extent such approval is required by applicable law or stock
exchange rules, or, to the extent such


                                                                        Page 17
<PAGE>

amendment increases the number of shares available for delivery under the Plan,
or changes the option price after the Grant Date.

SECTION 18.       UNFUNDED STATUS OF PLAN
                  -----------------------

         It is presently intended that the Plan constitutes an "unfunded" plan
for incentive and deferred compensation. The Committee may authorize the
creation of trusts or other arrangements to meet the obligations created under
the Plan to deliver Common Stock or make payments; provided, however, that
unless the Committee otherwise determines, the existence of such trusts or other
arrangements will be consistent with the "unfunded" status of the Plan.

SECTION 19.       GENERAL PLAN PROVISIONS
                  -----------------------

         19.1 General Provisions. The Plan will be administered in accordance
              ------------------
with the following provisions and any other rule, guideline and practice
determined by the Committee:

         (a)  Each person purchasing or receiving shares pursuant to an Award
              may be required to represent to and agree with the Company in
              writing that he or she is acquiring the shares without a view to
              the distribution of the shares.

         (b)  The certificates for shares issued under an Award may include any
              legend which the Committee deems appropriate to reflect any
              restrictions on transfer.

         (c)  Notwithstanding any other provision of the Plan, any Award, any
              Notice or any other agreements made pursuant thereto, the Company
              is not required to issue or deliver any shares of Common Stock
              prior to fulfillment of all of the following conditions:

              (i)   Listing or approval for listing upon notice of issuance, of
                    such shares on the New York Stock Exchange, Inc., or such
                    other securities exchange as may at the time be the
                    principal market for the Common Stock;

              (ii)  Any registration or other qualification of such shares of
                    the Company under any state or federal law or regulation, or
                    the maintaining in effect of any such registration or other
                    qualification which the Committee deems necessary or
                    advisable; and

              (iii) Obtaining any other consents, approval, or permit from any
                    state or federal governmental agency which the Committee
                    deems necessary or advisable.

         (d)  The Company will not issue fractions of shares. Whenever, under
              the terms of the Plan, a fractional share would otherwise be
              required to be issued, the participant will be paid at Fair Market
              Value for such fractional share by rounding down the number of
              shares received to the nearest whole number and paying in cash the
              value of the fractional share.


                                                                        Page 18
<PAGE>

         (e)  In the case of a grant of an Award to any Eligible Individual of
              an Affiliate of the Company, the Company may, if the Committee so
              directs, issue or transfer the shares of Common Stock, if any,
              covered by the Award to the Affiliate, for such lawful
              consideration as the Committee may specify, upon the condition or
              understanding that the Affiliate will transfer the shares of
              Common Stock to the Eligible Individual in accordance with the
              terms of the Award specified by the Committee pursuant to the
              provisions of the Plan. All shares of Common Stock underlying
              Awards that are forfeited or canceled revert to the Company.

         19.2 Employment. The Plan will not constitute a contract of employment,
              ----------
and adoption of the Plan will not confer upon any employee any right to
continued employment, nor will it interfere in any way with the right of the
Company or an Affiliate to terminate at any time the employment of any employee
or the membership of any director on a board of directors or any consulting
arrangement with any Eligible Individual.

         19.3 Tax Withholding Obligations. No later than the date as of which an
              ----------------------------
amount first becomes includible in the gross income of the participant for
federal income tax purposes with respect to any Award under the Plan, the
participant will pay to the Company, or make arrangements satisfactory to the
Company regarding the payment of, any federal, state, local or foreign taxes of
any kind required by law to be withheld with respect to such amount. Unless
otherwise determined by the Company, withholding obligations may be settled with
Common Stock, including Common Stock that is part of the Award that gives rise
to the withholding requirement; provided, that not more than the legally
required minimum withholding may be settled with Common Stock. The obligations
of the Company under the Plan will be conditional on such payment or
arrangements, and the Company and its Affiliates will, to the extent permitted
by law, have the right to deduct any such taxes from any payment otherwise due
to the participant. The Committee may establish such procedures as it deems
appropriate, including making irrevocable elections, for the settlement of
withholding obligations with Common Stock.

         19.4 Beneficiaries. The Committee will establish such procedures as it
              -------------
deems appropriate for a participant to designate a beneficiary to whom any
amounts payable in the event of the participant's death are to be paid or by
whom any rights of the participant, after the participant's death, may be
exercised.

         19.5 Governing Law. The Plan and all Awards made and actions taken
              -------------
thereunder will be governed by and construed in accordance with the laws of the
State of Delaware, without reference to principles of conflict of laws.
Notwithstanding anything herein to the contrary, in the event an Award is
granted to Eligible Individual who is employed or providing services outside the
United States and who is not compensated from a payroll maintained in the United
States, the Committee may modify the provisions of the Plan and/or any such
Award as they pertain to such individual to comply with and account for the tax
and accounting rules of the applicable foreign law so as to maintain the benefit
intended to be provided to such participant under the Award.

         19.6 Nontransferability. Except as otherwise provided in Section 9
              ------------------
Stock Options and Section 10 Stock Appreciation Rights, or by the Committee,
-------------                -------------------------
Awards under the Plan are not transferable except by will or by laws of descent
and distribution.

                                                                        Page 19
<PAGE>

         19.7 Severability. Wherever possible, each provision of the Plan and of
              ------------
each Award and of each Notice will be interpreted in such a manner as to be
effective and valid under applicable law. If any provision of the Plan, any
Award or any Notice is found to be prohibited by or invalid under applicable
law, then (a) such provision will be deemed amended to and to have contained
from the outset such language as will be necessary to accomplish the objectives
of the provision as originally written to the fullest extent permitted by law;
and (b) all other provisions of the Plan and any Award will remain in full force
and effect.

         19.8 Strict Construction. No rule of strict construction will be
              -------------------
applied against the Company, the Committee or any other person in the
interpretation of the terms of the Plan, any Award, any Notice, any other
agreement or any rule or procedure established by the Committee.

         19.9 Stockholder Rights. Except as otherwise provided herein, no
              ------------------
participant will have dividend, voting or other stockholder rights by reason of
a grant of an Award or a settlement of an Award in cash.


                                                                        Page 20