ex10-5.htm


     

    Exhibit
10.5

    


     

    SECOND AMENDMENT
OF

    JOHN BEAN TECHNOLOGIES
CORPORATION

    NON-QUALIFIED SAVINGS AND
INVESTMENT PLAN

     

    WHEREAS, John Bean
Technologies Corporation (the “Company”) maintains the John Bean Technologies
Corporation Non-Qualified Savings and Investment Plan (the “Plan”);

    


    WHEREAS, the Company now deems
it necessary and desirable to amend the Plan in certain respects;
and

    


    WHEREAS, this Second Amendment
shall supersede the provisions of the Plan to the extent those provisions are
inconsistent with the provisions of the amendment;

    


    NOW, THEREFORE, by virtue and
in exercise of the powers reserved to the Company under Section 9.1 Amendment and
Termination of the Plan, the Plan is hereby amended in the following
respects, effective January 1, 2010:

    


    
      	
            	
              1. 

            	
              Section
      2.19 of the Plan is hereby amended in its entirety to read as
      follows:

            


    

     

    
      	
               
      

            	
            	
              

                2.19   
      Excess
      Compensation.  Excess Compensation means Compensation
      (excluding amounts a Participant deferred under the Plan during the Plan
      Year) in excess of the annual compensation limit set forth under Section
      401(a)(17) of the Code, as adjusted for a given Plan
  Year.

              

            


    

     

    
      	
            	
              2. 

            	
              Section
      3.2 of the Plan is hereby amended in its entirety to read as
      follows:

            


    

     

    
      	
               
      

            	
              Participation.  An
      employee who meets the conditions of Section 3.1 becomes a Participant
      effective January 1 of the Plan Year following the Plan Year in which the
      employee satisfies such conditions; provided, however, if an employee
      satisfies the conditions of Section 3.1 solely for purposes of receiving a
      Nonelective Contribution pursuant to Section 5.3, such employee shall
      become a Participant effective December 31 of the Plan Year in which the
      employee satisfies such conditions; provided further, however, in order to
      make Deferral Contributions under Article IV of the Plan and be eligible
      to receive Employer Contributions under Section 5.1 of the Plan for a
      given Plan Year, an eligible employee must execute and file with the
      Company a deferral election for such Plan Year under which the eligible
      employee elects to defer a certain portion of the eligible employee’s
      Compensation for such Plan Year, in the manner determined by the Company
      and at the time required under Article IV.  Once an individual
      is a Participant, he or she will remain a Participant for so long as he or
      she has an Account Balance, although a Participant may continue to make
      Deferral Contributions and receive allocations under the Plan only so long
      as he or she remains an eligible employee by satisfying the conditions of
      Article III.

            


    

    


    
      	
            	
              3. 

            	
              Section
      5.1 of the Plan is hereby amended in its entirety to read as
      follows:

            


    

     

    
      
        5.1   
Employer
Contributions.  With respect to each Plan Year for which an
employee remains an eligible employee and satisfies the conditions of Article
III for such Plan Year, the Participant will be credited with an Employer
Contribution in an amount equal to 5% of the Participant’s Excess Compensation
and 8% of Deferral Contributions for such Plan Year.

      

    

     

    
      	
            	
              4. 

            	
              Section
      8.2(b) of the Plan is hereby amended in its entirety to read as
      follows:

            


    

    


    (b)   Notwithstanding
Section 8.2(a), with respect to Participants other than employees who became
Participants solely for purposes of receiving a Nonelective Contribution
pursuant to Section 5.3, any such Participant may elect to have the vested
portion of his or her Account paid in annual, quarterly or monthly installments
over a 5-year-period; provided, such election is made no later than 30 days
after the Participant commences initial participation in the Plan or such
election is made in accordance with the requirements of Section
8.2(d).  With respect to employees who became Participants solely for
purposes of receiving a Nonelective Contribution pursuant to Section 5.3, any
such Participant also may elect the installment distribution described in this
Section 8.2(b), provided, such election is made in accordance with the
requirements of Section 8.2(d).

    


    


    IN WITNESS WHEREOF, the
Company has caused this amendment to be executed by a duly authorized
representative this _______ day of ________________ 2009.

    


    JOHN BEAN TECHNOLOGIES
CORPORATION

    


    


    By:_____________________________________

    


    Its:_____________________________________