Form of Grant Agreement for Non-Qualified Stock Option Grant(Non-Employee Direct



 Exhibit 10.4h 
  
 NONQUALIFIED STOCK OPTION AGREEMENT 
 PURSUANT TO THE FMC TECHNOLOGIES, INC. 
 INCENTIVE COMPENSATION AND STOCK PLAN 
  
 This Agreement is made effective as of the XXXXXX day of XXXXXXXXXXX (the
“Grant Date”) by FMC TECHNOLOGIES, INC., a Delaware corporation, (the “Company”) and XXXXXXXXXXXXXX ( the “Director”). 
  
 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 Director 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 Board determined that it would be to the competitive advantage and interest of the Company and its stockholders to grant a stock option to the
Director as an inducement to remain in the service of the Company or one of its affiliates, and as an incentive for increased efforts during such service. 
  
 The Board, on behalf of the Company, grants to the Director a nonqualified stock option (the “Option”) to purchase an aggregate of XXXXXXXXXXX
shares of the common stock of the Company par value of $.01 per share (the “Common Stock”) at a price of $XXXXXXXXXX per share upon the following terms and conditions: 
  
 1. Time of Exercise of Option. Subject to its termination as provided in Section 3, below, and to the satisfaction of
the requirements of Section 2 below, the Option is exercisable at any time or from time to time, in whole or in part, on or after XXXXXXXXXXX (the “Vesting Date”). Notwithstanding the foregoing, the Option will become immediately
exercisable by the Director or by the person or persons to whom the Director’s rights under the Option pass by will or by the applicable laws of descent and distribution, in the event of the Director’s death or Disability, or a Change in
Control of the Company. 
  
 2. Conditions to Vesting.
Subject to Section 3, below, it is a condition precedent to the right to exercise the Option that the Director remain a member of the Board continuously during the period from the Grant Date to the earliest of (a) the Vesting Date, (b) the date of
the Director’s retirement from the Board after age 72, (c) the date of the Director’s death or (d) the date of the Director’s Disability. A leave of absence or an interruption in service authorized or approved by the Company shall not
be deemed a termination for purposes of this Agreement. Any portion of the Option that is not vested will be forfeited upon the Director’s termination of service as a member of the Board before the Vesting Date for a reason other than the
Director’s death, Disability or retirement after age 72. 
  

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 3. Termination of Option. The Option and all rights thereunder, to the extent such rights will not
have been exercised, will terminate and become null and void on the earliest of the date that is (a) the fifth anniversary of the date on which the Director ceases to be a member of the Board by reason of death, Disability or retirement from the
Board after age 72, or (c) three months after the time at which Director ceases to be a member of the Board for any reason other than death, Disability or retirement from the Board after age 72 (such date being referred to as the “Option
Expiration Date”). 
  
 4. Right to Exercise. The
Option may be exercised at any time on or after the date on which it first becomes exercisable under Sections 1 and 2, above, to and including the Option Expiration Date by the Director or by the person or persons to whom the Director’s rights
under the Option will pass by will or by the applicable laws of descent and distribution. In no event may the Option be exercised to any extent by anyone before it becomes exercisable pursuant to Sections 1 and 2, above, or after the Option
Expiration Date. 
  
 5. Method of Exercise. The Director
(or other person entitled to do so) may exercise the Option with respect to all or any part of the shares then subject to such exercise (a) by giving the Company written notice of such exercise, specifying the Original Grant Date, the number of such
shares as to which the Option is being exercised, paying by cash or check, bank draft or postal or express money order payable to the order of the Company in lawful money of the United States an amount equal to the sum of the option price of such
shares and the amount of any taxes required to be withheld by the Company (the “Option Payment”) or by shares of Common Stock that have been held by the Director for at least six months at the time of exercise, or, that were purchased by
the Director on the open market, having a Fair Market Value at the date of such notice equal to the Option Payment or by a combination of cash, check, draft, money order and such shares, and (b) by giving satisfactory assurance in writing that such
shares will not be publicly offered for sale, other than on a national securities exchange. The Company may from time to time make available alternative methods of exercise upon notice to the Director. As soon as practicable after receipt of such
notice and payment, the Company will, without transfer or issue tax or other incidental expense to the Director or other person exercising the Option, deliver to such Director or other person a certificate or certificates for Common Stock. If there
is a failure to accept delivery of all or part of the Common Stock upon tender or delivery thereof, the right to purchase such undelivered Common Stock may be terminated by the Company. 
  
 6. Adjustment. The Compensation Committee of the Board (“Committee”) may make equitable substitutions or
adjustments in the Option and/or Common Stock issuable upon exercise of the Option 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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 7. Rights Prior to Exercise. The Option will during the Director’s lifetime be exercisable
only by the Director, and neither the Option nor any right thereunder will be assignable or transferable by the Director by voluntary or involuntary act, operation of law, or otherwise, other than by testamentary bequest or devise or the laws of
descent and distribution. Any effort to assign or transfer a right, except as provided for herein, will be ineffective and may result in the Company terminating the Option. Neither the Director nor any other person entitled to exercise the Option
will have any of the rights of a stockholder with respect to the shares subject to the Option, except to the extent that Common Stock will have been issued upon the exercise of the Option. 
  
 8. No Limitation on Rights of the Company. The granting of the Option
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. 
  
 9. Government Regulation. The
Company’s obligation to deliver Common Stock upon exercise of the Option 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.

  
 10. Withholding. The Company will comply with all
applicable withholding tax laws, and will be entitled to take any action necessary to effectuate such compliance. 
  
 11. 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 Director (or other person entitled to exercise the Option) will be addressed to the Director’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 and addressed as stated above, and deposited, postage paid, in a post office or branch post office regularly maintained by the
United States government. 
  
 12. Administration. The
Committee administers the Plan. The Director’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.

  
 13. 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. 
  
 14. 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 Director. 
  

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 15. Governing Law. The interpretation, performance and enforcement of this agreement will be
governed by the laws of the State of Delaware. 
  
 Executed as of the Grant Date.

  
 FMC TECHNOLOGIES, INC. 
  

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