Form of Grant Agreement for Long Term Incentive Restricted Stock Grant



 Exhibit 10.4d 
  
 LONG TERM INCENTIVE RESTRICTED STOCK AGREEMENT 
 PURSUANT TO THE FMC TECHNOLOGIES, INC. 
 INCENTIVE COMPENSATION AND STOCK PLAN 
  
 This Agreement is made as of the
         day of                     , 200     (the
“Grant Date”) by FMC TECHNOLOGIES, INC., a Delaware corporation, (the “Company”) and XXXXXXXXXXXXXXXXXXXXX (the “Employee”). 
  
 In 2001, the Board of Directors of the Company (the “Board”) adopted the FMC Technologies, Inc. Incentive Compensation and Stock Plan (the
“Plan”). The Plan, as it may be amended and continued, is incorporated by reference and made a part of this Agreement and will control the rights and obligations of the Company and the Employee under this Agreement. Except as otherwise
provided, capitalized terms have the meaning provided in the Plan. To the extent there is a conflict between the Plan and this Agreement, the Plan will prevail. 
  

The Compensation Committee of the Board (the “Committee”) determined that it would be to the competitive advantage and interest of the
Company and its stockholders to grant an award of restricted stock to the Employee as an inducement to remain in the service of the Company or one of its affiliates (collectively, the “Employer”), and as an incentive for increased efforts
during such service. 
  
 The Committee, on behalf of the Company,
grants to the Employee an award of XXXXXXXXXXX shares of restricted stock (the “Restricted Shares”) of the Company’s common stock par value of $0.01 per share (the “Common Stock”) upon the following terms and conditions:

  
 1. Vesting. The Restricted Shares will vest and be
immediately transferable on XXXXXXXXXX (the “Vesting Date”). Notwithstanding the foregoing, the Restricted Shares will vest and be immediately transferable in the event of the Employee’s death or Disability, or a Change in Control of
the Company. Notwithstanding the foregoing, in the event of the Employee’s retirement under the Company’s pension plan on or after age 62, the Restricted Shares will vest and be immediately transferable on the Vesting Date. All Restricted
Shares will be forfeited upon termination of the Employee’s employment with the Employer before the Vesting Date for a reason other than death, Disability or retirement under the Company’s pension plan on or after age 62. 
  
 2. Adjustment. The Committee may make equitable substitutions or
adjustments in the Restricted Shares as it determines to be appropriate in the event of any corporate event or transaction such as a stock split, merger, consolidation, separation, including a spin-off or other distribution of stock or property of
the Company, reorganization or any partial or complete liquidation of the Company. 
  

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 3. Rights as Stockholder. 
  
 (a) The Restricted Shares will be issued in the form of a book entry registration. The Company may issue a stock certificate
(the “Certificate”) in the Employee’s name representing the Restricted Shares prior to the Vesting Date, in which case, the Employee will execute a stock power in favor of the Company, the Certificate will be held by the Secretary of
the Company (the “Escrow Agent”) and will be imprinted with a legend stating that the Restricted Shares represented by the Certificate may not be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of except in
accordance with this Agreement. The Escrow Agent will hold the Certificate until the Vesting Date. As soon as practicable after the Vesting Date the Company will issue unlegended Certificates for Common Stock to the Employee and the Employee will
surrender any legended Certificates representing the Restricted Shares, if applicable. 
  
 (b) Prior to the Vesting Date, the Employee may not vote, sell, exchange, transfer, pledge, hypothecate or otherwise dispose of any of the Restricted Shares. Notwithstanding the foregoing the Employee may prior to the
Vesting Date pledge Restricted Shares as security for a loan from the Company to obtain funds to pay the option price for any stock options granted under the Plan. The Restricted Shares have Dividend Equivalent Rights. 
  
 4. No Limitation on Rights of the Company. The granting of Restricted
Shares will not in any way affect the right or power of the Company to make adjustments, reclassifications or changes in its capital or business structure or to merge, consolidate, reincorporate, dissolve, liquidate or sell or transfer all or any
part of its business or assets. 
  
 5. Employment. Nothing
in this Agreement or in the Plan will be construed as constituting a commitment, guarantee, agreement or understanding of any kind or nature that the Employer will continue to employ the Employee, or as affecting in any way the right of the Employer
to terminate the employment of the Employee at any time. 
  
 6.
Government Regulation. The Company’s obligation to deliver Common Stock following the Vesting Date will be subject to all applicable laws, rules and regulations and to such approvals by any governmental agencies or national securities
exchanges as may be required. 
  
 7. Withholding. The
Employer will comply with all applicable withholding tax laws, and will be entitled to take any action necessary to effectuate such compliance. The Company may withhold a portion of the Common Stock to which the Employee or beneficiary otherwise
would be entitled equivalent in value to the taxes required to be withheld, determined based upon the Fair Market Value of the Common Stock. For purposes of withholding, Fair Market Value shall be equal to the opening price of the Common Stock on
the Vesting Date, or, if the Vesting Date is not a business day, the next business day immediately following the Vesting Date. 
  
 8. Notice. Any notice to the Company provided for in this Agreement will be addressed to it in care of its Secretary, FMC Technologies, Inc., 200
East Randolph Drive, Chicago, Illinois 60601, and any notice to the Employee (or other person entitled to 
  

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 receive the Restricted Shares) will be addressed to such person at the Employee’s address now on file with the
Company, or to such other address as either may designate to the other in writing. Any notice will be deemed to be duly given when enclosed in a properly sealed envelope addressed as stated above and deposited, postage paid, in a post office or
branch post office regularly maintained by the United States government. 
  
 9. Administration. The Committee administers the Plan. The Employee’s rights under this Agreement are expressly subject to the terms and conditions of the Plan, a copy of which is attached hereto,
including any guidelines the Committee adopts from time to time. 
  
 10. Binding Effect. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns. 
  
 11. Sole Agreement. This Agreement is the entire agreement between the
parties to it, and any and all prior oral and written representations are merged into this Agreement. This Agreement may only be amended by written agreement between the Company and the Employee. 
  
 12. Governing Law. The interpretation, performance and enforcement of
this Agreement will be governed by the laws of the State of Delaware. 
  
 13. Privacy. Employee acknowledges and agrees to the Employer transferring certain personal data of such Employee to the Company for purposes of implementing, performing or administering the Plan or any related benefit. Employee
expressly gives his consent to the Employer and the Company to process such personal data. 
  
 Executed as of the Grant Date. 
  
 FMC
TECHNOLOGIES, INC. 
  
 This document constitutes part of a prospectus
covering securities that have been registered under the Securities Act of 1933. 
  

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