ex10-6a.htm


    Exhibit 10.6A

     

    
      


       

      SECOND
AMENDMENT OF

      JOHN
BEAN TECHNOLOGIES CORPORATION 

      INCENTIVE COMPENSATION AND
STOCK PLAN

       

      WHEREAS, John Bean
Technologies Corporation (the “Company”) maintains the John Bean Technologies
Corporation Incentive Compensation and Stock Plan (the “Plan”);

       

      WHEREAS, the Compensation
Committee of the Board of Directors of 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 Compensation Committee under Section
17 Amendment and
Termination of the Plan, the Plan is hereby amended in the following
respects, effective February 23, 2010:

       

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

       

      SECTION
4.        SHARES AND
CASH.

       

      4.1           Shares
Available for Issuance and Cash Available for Awards.  The maximum
number of shares of Common Stock that may be delivered to participants and their
beneficiaries under the Plan will be 3,700,000.  Shares subject to an
Award under the Plan may be authorized and unissued shares or may be treasury
shares.

      


      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.

      


      Notwithstanding any provision contained
herein to the contrary, with respect solely to Awards payable to participants
only in the form of cash, the maximum aggregate amount of Awards to be settled
only in cash that may be granted, or that may vest or become payable, as
applicable, in any calendar year for all participants (in the aggregate) under
the Plan is $8,000,000.00.  This cash limitation shall apply
separately from the shares of Common Stock limitation under Plan.

      


      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 shall 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 determines are required to accomplish the
same; 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.  Any such adjustment to an Award shall
be made to the extent that such adjustment does not conflict with Section 409A
of the Code.

      


      4.2           Individual
Limits.  No participant
may be granted Stock Options and Stock Appreciation Rights covering in excess of
400,000 shares of Common Stock in any calendar year.  The maximum
aggregate amount with respect to each Management Incentive Award, Award of
Performance Units, Award of Restricted Stock, Award of Stock Units or Award of
Restricted Stock Units that may be granted, or, that may vest, as applicable, in
any calendar year for any individual participant is 400,000 shares of Common
Stock.  Notwithstanding any provision contained herein to the
contrary, with respect solely to Awards payable to participants only in the form
of cash, the maximum aggregate amount of Awards to be settled only in cash that
may be granted, or that may vest or become payable, as applicable, in any
calendar year for any individual participant under the Plan is
$3,200,000.00.  This cash limitation shall apply separately from the
shares of Common Stock limitation under Plan.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      IN WITNESS WHEREOF, the
Compensation Committee, on behalf of the Company, has caused this amendment to
be executed by its duly authorized representative this 23rd day of February,
2010.

       

      JOHN BEAN TECHNOLOGIES
CORPORATION

      


      


      By: /s/ Mark K. Montague

      


      Its:  Vice President, Human
Resources