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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022

OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 1-34036
John Bean Technologies Corporation
(Exact name of registrant as specified in its charter)
Delaware91-1650317
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)
70 West Madison Street
Chicago, IL 60602
(Address of principal executive offices)
(312) 861-5900
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading symbol(s)Name of Exchange on Which Registered
Common Stock, $0.01 par valueJBTNew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act.    Yes     No 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes     No 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  
Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes      No 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes     No   
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes     No  
The aggregate market value of common stock held by non-affiliates of the registrant on the last business day of the registrant’s most recently completed second fiscal quarter was: $3,477,994,143.
At February 16, 2023, there were 31,805,199 shares of the registrant’s common stock outstanding.



DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Proxy Statement for the 2023 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein.



TABLE OF CONTENTS
Page
Item 6. [Reserved]
Item 16. Form 10-K Summary
2


SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K and other materials filed or to be filed by us with the Securities and Exchange Commission, as well as information in oral statements or other written statements made or to be made by us, contain statements that are, or may be considered to be, forward-looking statements. All statements that are not historical facts, including statements about our beliefs or expectations, are forward-looking statements. You can identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “foresees” or the negative version of those words or other comparable words and phrases. Any forward-looking statements contained in this Annual Report on Form 10-K are based upon our historical performance and on current plans, estimates and expectations. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. These forward-looking statements include, among others, statements relating to the expected impact of the COVID-19 pandemic on our business and our results of operations, our plans to mitigate the impact of the pandemic, our strategic plans, our restructuring plans and expected cost savings from those plans, our outlook and guidance, and our liquidity and our covenant compliance. The factors that could cause our actual results to differ materially from expectations include but are not limited to the following factors:

higher energy and other input costs adversely impacting financial condition of our customers, especially in Europe, and demand for our goods and services from our customers;
the effects of any resurgence in the COVID-19 pandemic on our ability to operate our business and facilities, on our customers, on our workforce resulting in illness or higher labor turnover, on our supply chains due to extended delivery times and higher freight costs, and on the economy generally;
fluctuations in our financial results;
unanticipated delays or acceleration in our sales cycles;
deterioration of economic conditions;
disruptions in the political, regulatory, economic and social conditions of the countries in which we conduct business;
changes to trade regulation, quotas, duties or tariffs;
risks associated with acquisitions or strategic investments;
fluctuations in currency exchange rates;
increases in energy or raw material prices, freight costs, and inflationary pressures;
changes in food consumption patterns;
impacts of food borne illnesses and diseases to various agricultural products;
weather conditions and natural disasters;
impact of climate change and environmental protection initiatives;
our ability to comply with the laws and regulations governing our U.S. government contracts;
acts of terrorism or war;
termination or loss of major customer contracts and risks associated with fixed-price contracts, particularly during periods of high inflation;
customer sourcing initiatives;
competition and innovation in our industries;
difficulty in implementing our business strategies, including the timing of our previously announced review of strategic alternatives for the AeroTech platform, our ability to identify or develop any strategic alternatives, execute on material aspects of such strategic alternatives, and whether we can achieve the potential benefits of such strategic alternatives;
our ability to develop and introduce new or enhanced products and services and keep pace with technological developments;
difficulty in developing, preserving and protecting our intellectual property or defending claims of infringement;
catastrophic loss at any of our facilities and business continuity of our information systems;
cyber-security risks such as network intrusion or ransomware schemes;
loss of key management and other personnel;
potential liability arising out of the installation or use of our systems;
our ability to comply with U.S. and international laws governing our operations and industries;
increases in tax liabilities;
work stoppages;
fluctuations in interest rates and returns on pension assets;
availability of and access to financial and other resources; and
the factors described under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K.

If one or more of those or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected. Consequently, actual events and results may vary significantly from those included in or contemplated or implied by our forward-looking statements. The forward-looking statements included in this Annual Report on Form 10-K are made only as of the date hereof, and we undertake no obligation to publicly update or revise any forward-looking statement
3


made by us or on our behalf, whether as a result of new information, future developments, subsequent events or changes in circumstances or otherwise.

PART I

Unless otherwise specified or indicated by the context, JBT Corporation, JBT, we, us, our and the Company refer to John Bean Technologies Corporation and its subsidiaries.
4


ITEM 1.    BUSINESS

GENERAL

We operate our business through two segments, FoodTech and AeroTech. We are a leading global technology solutions and service provider to high-value segments of the food, beverage, and aviation support industry. Through our FoodTech segment, our mission is to make better use of the world’s precious resources by providing solutions that substantially enhance our customers’ success, and in doing so design, produce and service sophisticated and critical products and systems for food and beverage companies that improve yields and boost efficiency. JBT also sells critical equipment and services to domestic and international air transportation customers through our AeroTech segment. Both segments operate globally and serve multi-national and regional markets.

We were originally incorporated as Frigoscandia, Inc. in Delaware in May 1994. Our principal executive offices are located at 70 West Madison, Suite 4400, Chicago, Illinois 60602.

Segment sales, operating results and additional financial data and commentary are provided in the Segment Analysis section in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and in Note 19. of the Notes to Consolidated Financial Statements in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K.

DESCRIPTION OF BUSINESS

Products and services

FoodTech provides comprehensive solutions throughout the food production value chain that includes:

Food and Beverage Solutions. Our equipment offerings include primary, secondary and further value-added processing, including chilling, mixing/grinding, injecting, blending, marinating, tumbling, flattening, forming, portioning, coating, cooking, frying, freezing, extracting, pasteurizing, sterilizing, concentrating, high pressure processing, weighing, inspecting, filling, closing, sealing, and packaging, which support a large and growing portfolio of food, beverage, and health end markets.

Automated Guided Vehicle Systems. Our Automated Guided Vehicle Systems offerings include stand-alone, fully-integrated, and dual-mode robotic systems for material movement requirements with a wide variety of applications including automotive manufacturing, warehousing, and medical facilities.

AeroTech markets its solutions and services to domestic and international airport authorities, passenger airlines, airfreight and ground handling companies, defense forces and defense contractors. The product offerings of our AeroTech businesses include:

Mobile Equipment. Our mobile air transportation equipment includes commercial and defense cargo loading, aircraft deicing, aircraft towing, and aircraft ground power and cooling systems.

Fixed Equipment. We provide gate equipment for passenger boarding.

Airport Services. We also maintain and enhance airport equipment, systems, and facilities.

We provide aftermarket products, parts, and services for our installed base of FoodTech and AeroTech equipment, including retrofits and refurbishments to accommodate the changing operational requirements of our customers. We also provide continuous, proactive service to our customers including the fulfillment of preventative maintenance agreements, such as ProCare, and consulting services. As part of our aftermarket program, we offer technology for enterprise asset management and real-time operations monitoring with iOPS™. In 2022, we launched our new digital solution called OmniBlu™, a subscription-based offering including best-in-class service, parts availability, and machine optimization capabilities - all supported by a powerful digital backbone leveraging AI, machine learning, and predictive analytics.

Sales and Marketing
We sell and market our products and services predominantly through a direct sales force, supplemented with independent distributors, sales representatives, and technical service teams. Our experienced global sales force is comprised of individuals with strong technical expertise in our products and services and the industries in which they are sold.

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We support our sales force with marketing and training programs that are designed to increase awareness of our product offerings and highlight our differentiation while providing a set of sales tools to aid in the sales of our technology solutions. We actively employ a broad range of marketing programs to inform and educate customers, the media, industry analysts, and academia through targeted newsletters, our web-site, seminars, trade shows, user groups, and conferences. We regularly introduce new internal digital resources designed to accelerate the quote-to-order process, identify cross-selling opportunities between our separate businesses. In addition, we utilize marketing automation processes and technology to drive lead generation.

Competition
We conduct business worldwide and compete with large multinational companies as well as a variety of local and regional companies, which typically are focused on a specific application, technology or geographical area.

We compete by leveraging our industry expertise to provide differentiated and proprietary technology, integrated systems, high product quality and reliability, and comprehensive aftermarket service. We strive to provide our customers with equipment that delivers a lower total cost of ownership, distinguishing ourselves by providing reliable uptime, labor reduction through automation, increased yields, and improved product quality, while helping customers achieve ambitious environmental goals of lowering energy and water usage, reducing food waste, and enhancing food safety. Our ability to provide comprehensive sales and service in all major regions of the world, by maintaining local personnel in region, differentiates us from regional competition.

Our historically strong position in the markets we serve has provided us with a large installed base of systems and equipment. The installed base of our equipment is a source of recurring revenue from aftermarket products, parts, services, and lease arrangements. Recurring revenue accounted for 47% of our FoodTech total revenue and 38% of our AeroTech total revenue in 2022. The installed base also provides us with strong, long-term customer relationships from which we derive information for new product development to meet the evolving needs of our customers.

Geographic Information
We have operations strategically positioned around the world to serve the existing FoodTech and AeroTech equipment base located in more than 100 countries. See Item 1A. Risk Factors for a discussion of risks associated with our global operations.

Customers
No single customer accounted for more than 10% of our total revenue in any of the last three fiscal years.

Government Contracts
AeroTech supplies equipment to the U.S. Department of Defense, municipalities, and international governments. The amount of equipment and parts supplied to these programs is dependent upon annual government appropriations and levels of defense spending. In addition, United States defense contracts are unilaterally terminable at the option of the United States government with compensation for work completed and costs incurred. Contracts with the United States government and defense contractors are subject to special laws and regulations, the noncompliance with which may result in various sanctions that could materially affect our ongoing government business.

Patents, Trademarks and Other Intellectual Property
We own a number of United States and foreign patents, trademarks, and licenses that are cumulatively important to our business. We own approximately 702 United States and foreign issued patents and have approximately 343 patent applications pending in the United States and abroad. Further, we license certain intellectual property rights to or from third parties. We also own numerous United States and foreign trademarks and trade names and have approximately 969 registrations and pending applications in the United States and abroad. A substantial majority of these patents, trademarks and trade names are associated with the FoodTech segment. Developing and maintaining a strong intellectual property portfolio is an important component of our strategy to extend our technology leadership. However, we do not believe that the loss of any one or group of related patents, trademarks, or licenses would have a material adverse effect on our overall business.

Sources and Availability of Raw Materials
All of our business segments purchase carbon steel, stainless steel, aluminum, and/or steel castings and forgings both domestically and internationally. We do not use single source suppliers for the majority of our raw material purchases and believe the available supplies of raw materials are adequate to meet our needs. However, the disruptions to the global economy which began in 2020 and continued throughout the years 2021 and 2022 have impeded global supply chains, resulting in longer lead times and increased raw material costs. We have taken steps to minimize the impact of these increased costs by working closely with our supply base, primarily through supply chain and strategic sourcing initiatives that include supply base consolidation, make versus buy decisions, value engineering and component standardization, and best cost country sourcing. We expect supply chain disruptions to continue into 2023, the effect of which will depend in part on our ability to successfully mitigate and offset the impact of these events.

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Working Capital Practices
In order to provide, and install, custom designed equipment, companies in the food machinery industry generally generate customer deposits, or advance payments, before construction begins. For this reason, FoodTech can be less working capital intensive than many other industrial capital goods industries. AeroTech solutions do not generate a significant amount of advance payment from the air transportation industry, and therefore operations in this segment is generally more capital intensive.

Human Capital Management
We have employees located throughout the world. As of fiscal year end 2022, we have approximately 7,200 employees worldwide, with approximately 56% located in the United States. Approximately 8% of our employees in the United States are represented by three collective bargaining agreements, and less than 2% of employees in the United States are represented by agreements that will expire within two years. Outside the United States, we enter into employment contracts and agreements in those countries in which such relationships are mandatory or customary. The provisions of these agreements correspond in each case with the required or customary terms in the subject jurisdiction. Approximately 49% of our international employees are covered by global employee representation bodies. We have historically maintained good employee relations and have successfully concluded all of our recent negotiations without a work stoppage. However, we cannot predict the outcome of future contract negotiations.

Our strong employee base, along with their commitment to our uncompromising values of integrity, accountability, continuous improvement, teamwork, and customer focus, provide the foundation of our company’s success. Employee safety, and managing the risks associated with our workplace, is of paramount importance to JBT. We give employees the training and tools to manage risk. We also empower employees to stop work if they encounter an unsafe situation. JBT's Health and Safety program operates under management's belief that all injuries can be prevented, with a company objective of "Zero Incidents, Worldwide, Every Day.” Specifically, we have deployed a global Near Miss and Behavior-Based Safety Observations reporting program, under which potential unsafe conditions or behaviors are proactively reported and corrected before they cause an injury. JBT's foundational commitment to safety is demonstrated by our world-class recordable and loss-time rates below. This safety information is provided in the CEO report to the Board of Directors at every Board meeting.

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JBT embraces diversity, equity, inclusion, and belonging ("DEIB"), and we believe a diverse workforce fosters innovation and cultivates an environment filled with unique perspectives. We are committed to creating an inclusive culture where employees can bring their whole selves to work and we strive to use our resources to support causes that help to create a respectful and accepting global community. As part of JBT’s commitment to DEIB, our global DEIB Council, which partners with our executive management team to develop and deploy programs, processes and communications to further our DEIB objectives. JBT has formed employee network communities (ENCs) to create a safe space for underrepresented groups to build community, share experiences, foster professional development and uphold our culture of inclusion. We are also focused on recruitment of diverse candidates as well as on internal talent development of our diverse leaders so that they can advance their careers and move into leadership positions within the company. The JBT Tom Giacomini Engineering Scholarship Program provides twelve annual individual scholarships to minority students pursuing an engineering degree that are currently members of one of three national organizations: the Society of Women Engineers (SWE), the Society of Hispanic Professional Engineers (SHPE), and the National Society of Black Engineers (NSBE).

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We invest in programs and processes that develop our employees' capabilities to ensure that we have the talent we need to execute our strategic business plans. Our executive Performance Management Program ensures that all leaders have clear priorities, and that their performance relative to these priorities are linked to their total rewards package. Our global Talent Development Review process starts at a local level and ultimately rolls up to divisional leadership and the executive leadership team to identify talent development needs, mitigate talent risks and plan for succession. These talent plans are presented to the Compensation Committee of the Board of Directors each year. The result is a specific and actionable talent plan in every business that measures the health of our leadership pipeline and ensures the execution of the important priorities set for each business. Our Leader Excellence Program provides an overview of the 13 competencies that have been identified in successful JBT leaders and deploys a formal framework through which these traits can be assessed and developed more broadly in our workforce. This ensures a fair, accurate and consistent approach in the development and assessment of leaders and potential leaders.

We believe our management team has the experience necessary to effectively execute our strategy. Our CEO and segment leaders have significant industry experience and are supported by experienced and talented management teams who are dedicated to maintaining and expanding our position as a global leader in our markets. For discussion of the risks relating to the attraction and retention of management and executive management employees, see “Part 1. Item 1A. Risk Factors.”

Governmental Regulation and Environmental Matters
Our operations are subject to various federal, state, local, and foreign laws and regulations governing the prevention of pollution and the protection of environmental quality. If we fail to comply with these environmental laws and regulations, administrative, civil, and criminal penalties may be imposed, and we may become subject to regulatory enforcement actions in the form of injunctions and cease and desist orders. We may also be subject to civil claims arising out of an accident or other event causing environmental pollution. These laws and regulations may expose us to liability for the conduct of or conditions caused by others or for our own acts even though these actions were in compliance with all applicable laws at the time they were performed.

Under the Comprehensive Environmental Response, Compensation and Liability Act, referred to as CERCLA, and related state laws and regulations, joint and several liability can be imposed without regard to fault or the legality of the original conduct on certain classes of persons that contributed to the release of a hazardous substance into the environment. These persons include the owner and operator of a contaminated site where a hazardous substance release occurred and any company that transported, disposed of, or arranged for the transport or disposal of hazardous substances that have been released into the environment, including hazardous substances generated by any closed operations or facilities. In addition, neighboring landowners or other third parties may file claims for personal injury, property damage, and recovery of response cost. We may also be subject to the corrective action provisions of the Resource, Conservation and Recovery Act, or RCRA, and analogous state laws that require owners and operators of facilities that treat, store, or dispose of hazardous waste to clean up releases of hazardous waste constituents into the environment associated with their operations.

Many of our facilities and operations are also governed by laws and regulations relating to worker health and workplace safety, including the Federal Occupational Safety and Health Act, or OSHA. We believe that appropriate precautions are taken to protect our employees and others from harmful exposure to potentially hazardous work environments, and that we operate in substantial compliance with all OSHA or similar regulations.

We are also subject to laws and regulations related to conflict minerals, forced labor, export compliance, anti-corruption, and immigration and we have adopted policies, procedures and employee training programs that are designed to facilitate compliance with those laws and regulations.

Available Information
All periodic and current reports, registration statements, and other filings that we are required to make with the Securities and Exchange Commission (SEC), including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, proxy statements and other information are available free of charge through our website as soon as reasonably practicable after we file them with, or furnish them to, the SEC. You may access and read our SEC filings free of charge through our website at www.jbtc.com, under “Investor Relations – SEC Filings,” or the SEC’s website at www.sec.gov.

The information contained on or connected to our website, www.jbtc.com, is not incorporated by reference into this Annual Report on Form 10-K or any other report we file with the SEC.

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INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The executive officers of JBT Corporation, together with the offices currently held by them, their business experience and their ages as of February 16, 2023, are as follows:
NameAgeOffice
Brian A. Deck54President and Chief Executive Officer
Matthew J. Meister44Executive Vice President and Chief Financial Officer
Shelley Bridarolli52Executive Vice President, Chief Human Resources Officer
James L. Marvin62Executive Vice President, General Counsel and Assistant Secretary
Kristina Paschall48Executive Vice President, Chief Information and Digital Officer
Jack Martin59Executive Vice President, Supply Chain
David C. Burdakin67Executive Vice President and President, AeroTech
Luiz "Augusto" Rizzolo44Executive Vice President and President, Diversified Food and Health
Robert Petrie53Executive Vice President and President, Protein
Jessi L. Corcoran40Vice President, Corporate Controller and Chief Accounting Officer

BRIAN A. DECK became our President and Chief Executive Officer in December 2020 after serving as the interim Chief Executive Officer from June 2020 to December 2020. Mr. Deck served as our Vice President and Chief Financial Officer from February 2014 until December 2020. Prior to joining JBT, he served as Chief Financial Officer (since May 2011) of National Material L.P., a private diversified industrial holding company. Mr. Deck served as Vice President of Finance and Treasury (November 2007 to May 2011) and as Director, Corporate Financial Planning and Analysis (August 2005 to November 2007) of Ryerson Inc., a metals distributor and processor. Prior to his service with Ryerson, Mr. Deck held various positions with General Electric Capital, Bank One (now JPMorgan Chase & Co.), and Cole Taylor Bank.

MATTHEW J. MEISTER became our Chief Financial Officer in December 2020 after serving as the interim Chief Financial Officer since October 2020. Mr. Meister joined JBT in May 2019 as Vice President and CFO for JBT Protein, with responsibility for all accounting and finance activity for the Protein Division within the FoodTech segment. He joined the Company with extensive experience in global manufacturing across various industries including automotive, medical devices, and general industrial applications, including his prior roles at IDEX Corporation, where he held several finance leadership roles within the operations, ending with the Group Vice President, Health and Science Technologies role. Prior to joining IDEX in January 2013, he held various roles of increasing responsibility within the business units and in the corporate office at Navistar International Corporation.

SHELLEY BRIDAROLLI became our as Executive Vice President, Human Resources in September 2021. Prior to that, Ms. Bridarolli was the Senior Vice President Human Resources of Dana Incorporated from November 2018 until April 2020. Before joining Dana Incorporated, she was the Vice President Human Resources for the PowerDrive Systems Division of BorgWarner, Inc. from August 2014 to November 2018, and also served as Borg Warner’s Interim Chief Human Resources Officer from July to November 2018. Prior to that, Ms. Bridarolli held progressive senior HR leadership roles at Eaton Corporation between May 2001 and August 2014. Ms. Bridarolli began her professional career in 1998 with National Fuel Exploration Company in Calgary, Canada.

JAMES L. MARVIN became our Executive Vice President and General Counsel in May 2014, and served as Secretary from July 2008 to August 2018, subsequent to which he has served as Assistant Secretary. From July 2008 until May 2014, Mr. Marvin served as Deputy General Counsel and Secretary, acting as Division Counsel for AeroTech and managing corporate legal matters. Mr. Marvin joined FMC Technologies, Inc. in April 2003, serving as Assistant General Counsel and Assistant Secretary, acting as Division Counsel for FMC Technologies’ Airport Systems Division and managing corporate legal matters. Before joining FMC Technologies in 2003, Mr. Marvin served in the roles of Chief Corporate Counsel and Division Counsel for Corporate Finance at Heller Financial, Inc., a publicly-traded middle-market financial services business. Mr. Marvin was previously a partner with the Chicago-based law firm Katten Muchin Zavis, with a practice focused in commercial financial transactions. Mr. Marvin was a corporate securities attorney with O’Connor Cavanagh Anderson Westover Killingsworth & Beshears in Phoenix, Arizona.

KRISTINA PASCHALL became our Executive Vice President, Chief Information and Digital Officer in October 2020. She was appointed Vice President and Chief Information Officer of JBT Corporation in September 2017. Prior to joining JBT Corporation, Ms. Paschall was the Chief Information Officer of Ferrara Candy Company (2013 – 2017). Before joining Ferrara, she held progressive senior IT leadership roles at Ingredion and GATX, having spent the previous part of her career in management roles at consulting organizations.

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JACK MARTIN became the Executive Vice President, Supply Chain in April 2022. Prior to joining JBT, Mr. Martin was employed by Marmon Holdings as Vice President, Supply Chain from August 2019 to April 2022. Before joining Marmon Holdings, he provided full time supply chain consulting services to Standex International and International Equipment Solutions in 2018 and 2019. Mr. Martin served in several group leadership roles with Dover Corporation from 2008 to 2017 with his last role being Vice President, Global Sourcing. Mr. Martin started and advanced his career in progressive purchasing and supply chain roles for companies like John Crane International, SKF / Chicago Rawhide, and Thermo Fisher Scientific.

DAVID C. BURDAKIN became the Executive Vice President and President, AeroTech in May 2014. Previously, Mr. Burdakin was Vice President and Division Manager-AeroTech beginning in January 2014. Prior to joining JBT, he worked as an independent consultant and as Non-Executive Chairman of Mayline Corporation, a private equity owned industrial company (2012 – 2013). Prior to Mayline, he served as President and Chief Executive Officer (2007 – 2012) of Paladin Brands, a leading independent manufacturer of attachment tools for construction equipment including mobile aviation support equipment. Prior to that, Mr. Burdakin progressed through various leadership roles at HNI Corporation (1993 – 2007), including seven years as President of The HON Company, HNI's largest operating company. Prior to joining HNI, he held various positions at Illinois Tool Works Inc. and Bendix Industrial Group.

LUIZ “AUGUSTO” RIZZOLO became the Executive Vice President and President, Diversified Food and Health in October 2022. Previously, Mr. Rizzolo served as a President, Protein North America (since 2020) and as the Vice President, General Manager of Protein North America Customer Care (2019 – 2020). Prior to joining JBT, Mr. Rizzolo was the Group President, Specialty Retail Business at Marmon Holdings, Inc. (2018 – 2019). Prior to that, he worked at Illinois Tool Works (2014 – 2018) as VP/GM at various times of each of the Global Weight & Wrap Division and the North America Service Division, and at Whirlpool Corporation (2003 – 2014) in positions of increasing responsibility.

ROBERT PETRIE was appointed as our Executive Vice President and President, Protein in September 2021. Mr. Petrie previously led JBT's Protein EMEA (Europe, Middle East, and Africa) business, with additional responsibility for JBT's Protein business in Asia. Mr. Petrie joined the Company in 2009 when Double D Food Engineering Ltd, where he was Managing Director and a shareholder, was acquired by JBT. During his tenure at JBT, Mr. Petrie has progressed through several general management and commercial leadership roles with increasingly complex responsibilities.Before joining Double D, Mr. Petrie held various engineering, quality, and operational positions at NCR Corporation.

JESSI L. CORCORAN became Vice President, Corporate Controller and Chief Accounting Officer in October 2020. Ms. Corcoran came to JBT in 2015 as Senior Manager of External Reporting and Technical Accounting. She was promoted to Assistant Corporate Controller in 2017 and Chief Accounting Officer in 2018. Prior to JBT she worked in the Audit & Assurance practice at Deloitte for nine years, with increasing levels of responsibility through senior manager.
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ITEM 1A.    RISK FACTORS

You should carefully consider the risks described below, together with all of the other information included in this Annual Report on Form 10-K, in evaluating our company and our common stock. If any of the risks described below actually occurs, our business, financial condition, results of operations, cash flows and stock price could be materially adversely affected.

BUSINESS AND OPERATIONAL RISKS

Our financial results are subject to fluctuations caused by many factors that could result in our failing to achieve anticipated financial results and cause a drop in our stock price.

Our quarterly and annual financial results have varied in the past and are likely to continue to vary in the future due to a number of factors, many of which are beyond our control. In particular, the contractual terms and the number and size of orders in the capital goods industries in which we compete vary significantly over time. The timing of our sales cycle from receipt of orders to shipment of the products or provision of services can significantly impact our sales and income in any given fiscal period. These and any one or more of the factors listed below, among other things, could cause us not to achieve our revenue or profitability expectations in any given period and the resulting failure to meet such expectations could cause a drop in our stock price:

volatility in demand for our products and services, including volatility in growth rates in the food processing and air transportation industries;

downturns in our customers’ businesses resulting from deteriorating domestic and international economies where our customers conduct substantial business;

increases in commodity prices resulting in increased manufacturing costs, such as petroleum-based products, metals or other raw materials we use in significant quantities;

supply chain delays and interruptions;

effects of tight labor market on our labor costs resulting from higher labor turnover, shortage of skilled labor, and higher labor absenteeism, also in part due to effects of the COVID-19 pandemic;

changes in pricing policies resulting from competitive pressures, including aggressive price discounting by our competitors and other market factors;

our ability to develop and introduce on a timely basis new or enhanced versions of our products and services;

unexpected needs for capital expenditures or other unanticipated expenses;

changes in the mix of revenue attributable to domestic and international sales;

changes in the mix of products and services that we sell;

changes in foreign currency rates;

seasonal fluctuations in buying patterns;

future acquisitions and divestitures of technologies, products, and businesses;

changes to trade regulation, quotas, duties or tariffs, caused by the changing U.S. and geopolitical environments; and

cyber-attacks and other IT threats that could disable our IT infrastructure and create a meaningful inability to operate our business.

The loss of key personnel or any inability to attract and retain additional personnel could affect our ability to successfully grow our business.

Our performance is substantially dependent on the continued services and performance of our senior management and other key personnel. Our performance also depends on our ability to retain and motivate our officers and key employees. The loss of the services
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of any of our executive officers or other key employees for any reason could harm our business. Transitions in our senior executive management roles could adversely impact our strategic planning, specifically resulting in unexpected changes, or delays in the planning and execution of such plans and can cause a diversion of management time and attention.

The cumulative loss of several significant contracts may negatively affect our business, financial condition, results of operations, and cash flows.

We often enter into large, project-oriented contracts, or long-term equipment leases and service agreements. These agreements may be terminated or breached, or our customers may fail to renew these agreements. If we were to lose several significant agreements and if we were to fail to develop alternative business opportunities, then we could experience a material adverse effect on our business, financial condition, results of operations, and cash flows.

We may lose money or not achieve our expected profitability on fixed-price contracts.

As is customary for several of the business areas in which we operate, we may provide products and services under fixed-price contracts. Under such contracts, we are typically responsible for cost overruns. Our actual costs and any gross profit realized on these fixed-price contracts may vary from our estimates on which the pricing for such contracts was based. There are inherent risks and uncertainties in the estimation process, including those arising from unforeseen technical and logistical challenges or longer than expected lead times for sourcing raw materials and assemblies. A fixed-price contract may significantly limit or prohibit our ability to mitigate the impact of unanticipated increases in raw material prices (including the price of steel and other significant raw materials) by passing on such price increases. Depending on the volume of our work performed under fixed-price contracts at any one time, differences in actual versus estimated performance could have a material adverse impact on our business, financial condition, results of operations, and cash flows.

We attempt to offset these cost increases through increases in pricing and efforts to lower costs through manufacturing efficiencies and cost reductions. However the impact of such increase costs may not be fully mitigated.

Infrastructure failures or catastrophic loss at any of our facilities, including damage or disruption to our information systems and information database, could lead to production and service curtailments or shutdowns and negatively affect our business, financial condition, results of operations, and cash flows.     

We manufacture our products at facilities in the United States, Belgium, Sweden, Brazil, Italy, Spain, United Kingdom, Netherlands and Germany. An interruption in production or service capabilities at any of our facilities as a result of equipment failure or any other reasons could result in our inability to manufacture our products. In the event of a stoppage in production at any of our facilities, even if only temporary, or if we experience delays as a result of events that are beyond our control, delivery times to our customers could be severely affected. Any significant delay in deliveries to our customers could lead to cancellations.

Our operations are also dependent on our ability to protect our facilities, computer equipment and the information stored in our databases from damage by, among other things, earthquake, fire, natural disaster, explosions, power loss, telecommunications failures, hurricane, and other catastrophic events. For instance, a part of our operations is based in an area of California that has experienced earthquakes and wildfires and other natural disasters, while another part of our operations is based in an area of Florida that has experienced hurricanes and other natural disasters.

Despite our best efforts at planning for such contingencies, catastrophic events of this nature may still result in delays in deliveries, catastrophic loss, system failures and other interruptions in our operations, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

In addition, it is periodically necessary to replace, upgrade, or modify our internal information systems. For example we are currently in the process of implementing common Enterprise Resource Planning (ERP) systems across the majority of our businesses. If we are unable to do this in a timely and cost-effective manner, especially in light of demands on our information technology resources, our ability to capture and process financial transactions and therefore our business, financial condition, results of operations, and cash flows may be materially adversely impacted.

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We are subject to cyber-security risks arising out of breaches of security relating to sensitive company, customer, and employee information and to the technology that manages our operations and other business processes.

Our business operations rely upon secure information technology systems for data capture, processing, storage, and reporting. Notwithstanding careful security and controls design, our information technology systems, and those of our third-party providers could become subject to cyber-attacks. Network, system, application, and data breaches could result in operational disruptions or information misappropriation, including, but not limited to, inability to utilize our systems, and denial of access to and misuse of applications required by our clients to conduct business with us. Phishing and other forms of electronic fraud may also subject us to risks associated with improper access to financial assets, customer information and diversion of payments. Theft of intellectual property or trade secrets and inappropriate disclosure of confidential information could stem from such incidents. Any such operational disruption and/or misappropriation of information could result in lost sales, negative publicity or business delays and could have a material adverse effect on our business. In addition, requirements under the privacy laws of the jurisdictions in which we operate, such as the EU General Data Protection Regulation (GDPR) and California Consumer Privacy Act impose significant costs that are likely to increase over time.

Our results of operations can be adversely affected by labor shortages, turnover and labor cost increases.

We have from time-to-time experienced labor shortages and other labor-related issues. These labor shortages have become more pronounced as a result of the COVID-19 pandemic and a sharp increase in demand for industrial goods as the global economy recovers from the effects of the pandemic. A number of factors may adversely affect the labor force available to us in one or more of our markets, including high employment levels, federal unemployment subsidies, and other government regulations, which include laws and regulations related to workers’ health and safety, wage and hour practices and immigration. These factors can also impact the cost of labor. Increased turnover rates within our employee base can lead to decreased efficiency and increased costs, such as increased overtime to meet demand and increased wage rates to attract and retain employees. An overall labor shortage or lack of skilled labor, increased turnover, higher rates of absenteeism or labor inflation could have a material adverse effect on our results of operations.

INDUSTRY RISKS

Deterioration of economic conditions could adversely impact our business.

Our business may be adversely affected by changes in current or future national or global economic conditions, including lower growth rates or recession, high unemployment, rising interest rates, limited availability of capital, decreases in consumer spending rates, the availability and cost of energy, tightening of government monetary policies to contain inflation and the effect of government deficit reduction, sequestration, and other austerity measures impacting the markets we serve. Any such changes could adversely affect the demand for our products or the cost and availability of our required raw materials, which can have a material adverse effect on our financial results. Adverse national and global economic conditions could, among other things:

make it more difficult or costly for us to obtain necessary financing for our operations, our investments and our acquisitions, or to refinance our debt;

cause our lenders or other financial instrument counterparties to be unable to honor their commitments or otherwise default under our financing arrangements;

impair the financial condition of some of our customers, thereby hindering our customers’ ability to obtain financing to purchase our products and/or increasing customer bad debts;

cause customers to forgo or postpone new purchases in favor of repairing existing equipment and machinery, and delay or reduce preventative maintenance, thereby reducing our revenue and/or profits;

negatively impact our customers’ ability to raise pricing to counteract increased fuel, labor, and other costs, making it less likely that they will expend the same capital and other resources on our equipment as they have in the past;

impair the financial condition of some of our suppliers thereby potentially increasing both the likelihood of our having to renegotiate supply terms on terms that may not be as favorable to us and the risk of non-performance by suppliers;

negatively impact global demand for air transportation services as well as for technologically sophisticated food production equipments, which could result in a reduction of sales, operating income, and cash flows in our AeroTech and FoodTech segments;
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negatively affect the rates of expansion, consolidation, renovation, and equipment replacement within the air transportation industry and within the food processing industry, which may adversely affect the results of operations of our AeroTech and FoodTech segments; and

impair the financial viability of our insurers.

Variability in the length of our sales cycles makes accurate estimation of our revenue in any single period difficult and can result in significant fluctuation in quarterly operating results.

The length of our sales cycle varies depending on a number of factors over which we may have little or no control, including the size and complexity of a potential transaction, the level of competition that we encounter during our selling process, and our current and potential customers’ internal budgeting and approval processes. Many of our sales are subject to an extended sales cycle. As a result, we may expend significant effort and resources over long periods of time in an attempt to obtain an order, but ultimately not obtain the order, or obtain an order that is smaller than we anticipated. Revenue generated by any one of our customers may vary from quarter to quarter, and a customer who places a large order in one quarter may generate significantly lower revenue in subsequent quarters. Due to the length and uncertainty of our sales cycle, and the variability of orders from period to period, we believe that quarter-to-quarter comparisons of our revenue and operating results may not be an accurate indicator of our future performance.

Our inability to secure raw material supply, component parts, sub assemblies, finished good assemblies, installation labor, and/or logistics capacity in a timely and cost-effective manner from suppliers would adversely affect our ability to manufacture, install and/or distribute products to customers.

We purchase raw materials, component parts, sub assemblies, and/or finished good assemblies for use in manufacturing, installation, service and/or distribution of our products to customers. Logistics availability and other external factors impacting our inbound and outbound transportation, raw material supply, component parts, sub assemblies, and/or finished goods we procure could result in manufacturing, installation and/or outbound transportation delays, inefficiencies, or our inability to distribute products if we cannot timely and efficiently manufacture them. In addition, our gross margins could be adversely impacted if raw materials, component parts, sub assemblies, finished goods, installation services and/or logistics provider's higher costs cannot be offset with timely pricing increases to customers.

The disruptions to the global economy, which began in 2020 and continued throughout the years 2021 and 2022 have impeded global supply chains, resulting in longer lead times and increased raw material costs. We have taken steps to minimize the impact of these increased costs by working closely with our suppliers and customers. Despite the actions we have taken to minimize the impacts of supply chain disruptions, there can be no assurances that unforeseen future events in the global supply chain and inflationary pressures will not have a material adverse effect on our business, financial condition and results of operations.

An increase in energy or raw material prices may reduce the profitability of our customers, which ultimately could negatively affect our business, financial condition, results of operations, and cash flows.

Energy prices are volatile globally, but are especially high in Europe, as a result of the war in the Ukraine. High energy prices have a negative trickledown effect on our customers’ business operations by reducing their profitability because of increased operating costs. Our customers require large amounts of energy to run their businesses, particularly in the air transportation industry. Higher energy prices can reduce passenger and cargo air carrier profitability as a result of increased jet and ground support equipment fuel prices. Higher energy prices also increase food processors’ operating costs through increased energy and utility costs to run their plants, higher priced chemical and petroleum based raw materials used in food processing, and higher fuel costs to run their logistics and service fleet vehicles.

Food processors are also affected by the cost and availability of raw materials such as feed grains, livestock, produce, and dairy products. Increases in the cost and limitations in the availability of such raw materials can negatively affect the profitability of food processors’ operations.

Any reduction in our customers’ profitability due to higher energy or raw material costs or otherwise may reduce their future expenditures for the food processing equipment or airport equipment that we provide. This reduction may have a material adverse effect on our business, financial condition, results of operations, and cash flows.

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Changes in food consumption patterns due to dietary trends or economic conditions may adversely affect our business, financial condition, results of operations, and cash flows.

Dietary trends can create demand for protein food products but negatively impact demand for high-carbohydrate foods, or create demand for easy to prepare, transportable meals but negatively impact traditional canned food products. Because different food types and food packaging can quickly go in and out of style as a function of dietary, health, convenience, or sustainability trends, food processors can be challenged in accurately forecasting their needed manufacturing capacity and the related investment in equipment and services. Rising food and other input costs, and recessionary fears may negatively impact our customer's ability to forecast consumer demand for protein products or processed food products and as a result negatively impact our customer's demand for our goods and services. A demand shift away from protein products or processed foods could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Freezes, hurricanes, droughts, other natural disasters, adverse weather conditions, outbreak of animal borne diseases (H5N1, BSE, or other virus strains affecting poultry or livestock), citrus tree diseases, or food borne illnesses or other food safety or quality concerns may negatively affect our business, financial condition, results of operations, and cash flows.

An outbreak or pandemic stemming from H5N1 (avian flu), BSE (mad cow disease), African swine fever (pork) or any other animal related disease strains could reduce the availability of poultry or beef that is processed for the restaurant, food service, wholesale or retail consumer. Any limitation on the availability of such raw materials could discourage food producers from making additional capital investments in processing equipment, aftermarket products, parts, and services that our FoodTech business provides. Such a decrease in demand for our products could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

The success of our business that serves the citrus food processing industry is directly related to the viability and health of citrus crops. The citrus industries in Florida, Brazil, and other countries are facing increased pressure on their harvest productivity and citrus bearing acreage due to citrus canker and greening diseases. These citrus tree diseases are often incurable once a tree has been infested and the end result can be the destruction of the tree. Reduced amounts of available fruit for the processed or fresh food markets could materially adversely affect our business, financial condition, results of operations, and cash flows.

In the event an E. coli or other food borne illness causes a recall of meat or produce, the companies supplying those fresh, further processed or packaged forms of those products could be severely adversely affected. Any negative impact on the financial viability of our fresh or processed food provider customers could adversely affect our immediate and recurring revenue base. We also face the risk of direct exposure to liabilities associated with product recalls to the extent that our products are determined to have caused an issue leading to a recall.

In the event a natural disaster negatively affects growers or farm production, the food processing industry may not have the fresh food raw materials necessary to meet consumer demand. Crops or entire groves or fields can be severely damaged by a drought, flood, freeze, or hurricane, wildfires or adverse weather conditions, including the effects of climate change. An extended drought or freeze or a high category hurricane could permanently damage or destroy a tree crop area. If orchards have to be replanted, trees may not produce viable product for several years. Since our recurring revenue is dependent on growers’ and farmers’ ability to provide high quality crops to certain of our customers, our business, financial condition, results of operations, and cash flows could be materially adversely impacted in the event of a freeze, hurricane, drought, or other natural disaster.

Our failure to comply with the laws and regulations governing our U.S. government contracts or the loss of production funding of any of our U.S. government contracts could harm our business.

The U.S. government represented approximately 1% of our 2022 revenue, directly or through subcontracts. Our AeroTech business contracts with the U.S. government and subcontracts with defense contractors conducting business with the U.S. government. As a result, we are subject to various laws and regulations that apply to companies doing business with the U.S. government.

The laws governing U.S. government contracts differ in several respects from the laws governing private company contracts. Government contracts are highly regulated to curb misappropriation of funds and to ensure uniform policies and practices across various governmental agencies. Funding for such contracts is tied to national defense budgets and procurement programs that are annually negotiated and require approvals by the U.S. Department of Defense, the Executive Branch, and the Congress. For example, if there were any shifts in spending priorities or if funding for the defense aircraft programs were reduced or canceled as a result of the sequestration, policy changes, or for other reasons, the resulting loss of revenue could have an adverse impact on our AeroTech business. Many U.S. government contracts contain pricing terms and conditions that are not applicable to private contracts. In particular, U.S. defense contracts are unilaterally terminable at the option of the U.S. government with compensation only for work completed and costs incurred to date. In addition, any deliverable delays under such contracts as a result of our non-performance could also have a negative impact on these contracts.
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Non-compliance with the laws and regulations governing U.S. government contracts or subcontracts may result in significant sanctions such as debarment (restrictions from future business with the government). If we were found not to be in compliance now or in the future with any such laws or regulations, our results of operations could be adversely impacted.

Customer sourcing initiatives may adversely affect our new equipment and aftermarket businesses.

Many multi-national companies, including our customers and prospective customers, have undertaken supply chain integration initiatives to provide a sustainable competitive advantage against their competitors. Under continued price pressure from consumers, wholesalers and retailers, our manufacturer customers are focused on controlling and reducing cost, enhancing their sourcing processes, and improving their profitability.

A key value proposition of our equipment and services is low total cost of ownership. If our customers implement sourcing initiatives that focus solely on immediate cost savings and not on total cost of ownership, our new equipment and aftermarket sales could be adversely affected.

Our business could suffer in the event of a work stoppage by our unionized or non-union labor force.

A portion of our employees in the United States are represented by collective bargaining agreements. Outside the United States, we enter into employment contracts and agreements in certain countries in which national employee unions are mandatory or customary, such as in Belgium, Sweden, Spain, Italy, the Netherlands, Germany and China.

Any future strikes, employee slowdowns, or similar actions by one or more unions, in connection with labor contract negotiations or otherwise, could have a material adverse effect on our ability to operate our business.

LEGAL AND REGULATORY RISKS

Disruptions in the political, regulatory, economic and social conditions of the countries in which we conduct business could negatively affect our business, financial condition, and results of operations.

We operate manufacturing facilities in many countries other than the United States, the largest of which are located in Belgium, Sweden, Brazil, Italy, Spain, United Kingdom, the Netherlands and Germany. Our international sales accounted for 36% of our 2022 revenue. Multiple factors relating to our international operations and to those particular countries in which we operate or seek to expand our operations could have an adverse effect on our financial condition or results of operations. These factors include, among others:

economic downturns, inflationary and recessionary markets, including in capital and equity markets;
civil unrest, political instability, terrorist attacks, and wars;
nationalization, expropriation, or seizure of assets;
potentially unfavorable tax law changes;
inability to repatriate income or capital;
foreign ownership restrictions;
export regulations that could erode profit margins or restrict exports, including import or export licensing regulations;
trade restrictions, tariffs, and other trade protection measures, or price controls;
restrictions on operations, trade practices, trade partners, and investment decisions resulting from domestic and foreign laws and regulations;
compliance with the U.S. Foreign Corrupt Practices Act and other similar laws;
burden and cost of complying with different national and local laws, treaties, and technical standards and changes in those regulations;
transportation delays and interruptions; and
reductions in the availability of qualified personnel.

Changes to trade regulation, quotas, duties or tariffs, caused by the changing U.S. and geopolitical environments or otherwise, may increase our costs or limit the amount of raw materials and products that we can import, or may otherwise adversely impact or business.
The U.S. government imposes the import duties or other restrictions on products or raw materials sourced from countries that it perceives as engaging in unfair trade practices. For instance, since 2018, the U.S. government has imposed tariffs on steel and aluminum imports and on specified imports from China. In response to these tariffs, several major U.S. trading partners have imposed, or announced their intention to impose, tariffs on U.S. goods. We import raw materials from or manufacture our products in China and
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other such countries subject to these tariffs. Any such duties or restrictions could have a material adverse effect on our business, results of operations or financial condition. 
Moreover, these tariffs, or other changes in U.S. trade policy, could trigger retaliatory actions by affected countries. A “trade war” of this nature or other governmental action related to tariffs or international trade agreements or policies has the potential to adversely impact demand for our products, our costs, customers, suppliers and/or the U.S. economy or certain sectors thereof and, thus, to adversely impact our businesses.

Climate change and climate change legislation or regulations may adversely affect our business, financial condition, results of operations, and cash flows.

Increasing attention to climate change, increasing societal expectations on companies to address climate change and changes in consumer preferences may result in increased costs, reduced demand for our products and the products of our customers, reduced profits, risks associated with new regulatory requirements, risks to our reputation and the potential for increased litigation and governmental investigations. Foreign, federal, state and local regulatory and legislative bodies have proposed various legislative and regulatory measures relating to increased transparency and standardization of reporting related to factors that may be contributing to climate change, regulating GHG emissions, and energy policies. If such legislation or regulations are enacted, we could incur increased energy, environmental and other costs and we may need to make capital expenditures to comply with these legislative and regulatory requirements. Failure to comply with these regulations could result in monetary penalties and could adversely affect our business, financial condition, results of operations and cash flows. We could also face increased costs related to defending and resolving legal claims related to climate change and the alleged impact of our operations on climate change.

Further, customer, investor, and employee expectations relating to environmental, social and governance (ESG) have been rapidly evolving. Enhanced stakeholder focus on ESG issues related to our industry requires continuous monitoring of various and evolving standards and expectations and the associated reporting requirements. A failure to adequately meet stakeholder expectations may result in the loss of business, diluted market valuation, and an inability to attract and retain customers and employees.

From time to time, in alignment with our sustainability priorities, we may establish and publicly announce climate-related goals. If we fail to achieve or improperly report on our progress toward achieving our sustainability goals and commitments, the resulting negative publicity could adversely affect our reputation and our access to capital.

Environmental protection initiatives may negatively impact the profitability of our business.
Future environmental regulatory developments in the United States and abroad concerning environmental issues, such as climate change, could adversely affect our operations and increase operating costs and, through their impact on our customers, reduce demand for our products and services. Actions may be taken in the future by the U.S. government, state governments within the United States, foreign governments, or by signatory countries through a new global climate change treaty to regulate the emission of greenhouse gases. Pressures to reduce the footprint of carbon emissions impact the air transportation and manufacturing sectors. Airports, airlines, and air cargo providers are continually looking for new ways to become more energy efficient and reduce pollutants. Manufacturing plants are seeking means to reduce their heat-trapping emissions and minimize their energy and water usage. The precise nature of any such future environmental regulatory requirements and their applicability to us and our customers are difficult to predict, but the impact to us and the industries that we serve would likely be adverse and could be significant, including the potential for increased fuel costs, carbon taxes or fees, a requirement to purchase carbon credits, and increased cost related to emission controls, energy use reduction, and to develop alternative technologies with lower emissions.

Our operations and industries are subject to a variety of U.S. and international laws, which can change. We therefore face uncertainties with regard to lawsuits, regulations, and other related matters.

In the normal course of business, we are subject to proceedings, lawsuits, claims, and other matters, including those that relate to the environment, health and safety, employee benefits, import and export compliance, intellectual property, product liability, tax matters, securities regulation, and regulatory compliance. For example, we are subject to changes in foreign laws and regulations that may encourage or require us to hire local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular non-U.S. jurisdiction. In addition, environmental laws and regulations affect the systems and services we design, market and sell, as well as the facilities where we manufacture our systems. We are required to invest financial and managerial resources to comply with environmental laws and regulations and anticipate that we will continue to be required to do so in the future.

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We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws.

The U.S. Foreign Corrupt Practices Act (FCPA), the U.K. Bribery Act of 2010 (the U.K. Bribery Act), and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments for the purpose of obtaining or retaining business. Our policies mandate compliance with these anti-bribery laws. We operate in many parts of the world that have experienced governmental corruption to some degree and, in certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices. Despite our training and compliance programs, there is no assurance that our internal control policies and procedures will protect us from acts committed by our employees or agents. If we are found to be liable for FCPA, the U.K. Bribery Act or other similar violations (either due to our own acts, or due to the acts of others), we could suffer from civil and criminal penalties or other sanctions, which could have a material adverse impact on our business, financial condition, and results of operations.

We are subject to governmental export controls and economic sanctions laws that could impair our ability to compete in international markets and subject us to liability if we are not in full compliance with applicable laws.

Our business activities are subject to various restrictions under U.S. export controls and trade and economic sanctions laws, including the U.S. Commerce Department’s Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR), and economic and trade sanctions regulations maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC). We are subject to similar laws and regulations in other countries in which we operate or make sales. If we fail to comply with these laws and regulations, we and certain of our employees could be subject to civil or criminal penalties and reputational harm. Obtaining the necessary authorizations, including any required license, for a particular transaction may be time-consuming, is not guaranteed, and may result in the delay or loss of sales opportunities. Furthermore, U.S. export control laws and economic sanctions laws in the U.S. and other countries prohibit certain transactions with U.S. embargoed or sanctioned countries, governments, persons and entities. Although we take precautions to prevent transactions with sanction targets, the possibility exists that we could inadvertently provide our products or services to persons prohibited by sanctions. This could result in negative consequences to us, including government investigations, penalties, and reputational harm.

Unfavorable tax law changes and tax authority rulings may adversely affect results.

We are subject to income taxes in the United States and various foreign jurisdictions. Domestic and international tax liabilities are subject to the allocation of income among various tax jurisdictions. Our effective tax rate could be adversely affected by changes in the geographic mix of earnings. Additionally, changes in tax laws where we have significant operations, including rate changes or corporate tax provisions that disallow or tax perceived base erosion or profit shifting payments or subject us to new types of tax, could materially affect our effective tax rate and our deferred tax assets and liabilities. We continue to monitor countries’ progress toward enactment of the Organization of Economic Cooperation and Development’s model rules on a global minimum tax. During December 2022, the European Union reached agreement on the introduction of a minimum tax directive requiring each member state to enact local legislation, we will continue to evaluate it as additional guidance and clarification becomes available.

We are subject to ongoing audits by U.S. federal, state, and local tax authorities and by non-U.S. authorities. If these audits result in assessments different from amounts we recorded, future financial results may include unfavorable tax adjustments.

BUSINESS STRATEGY RISKS
We face risks associated with current and future acquisitions.

To achieve our strategic objectives, we have pursued and expect to continue to pursue expansion opportunities such as acquiring other businesses or assets. Expanding through acquisitions involves risks such as:
the incurrence of additional debt to finance the acquisition or expansion;

additional liabilities (whether known or unknown), including, among others, product, environmental or pension liabilities of the acquired business or assets;

risks and costs associated with integrating the acquired business or new facility into our operations;

the need to retain and assimilate key employees of the acquired business or assets;

unanticipated demands on our management, operational resources and financial and internal control systems;

unanticipated regulatory risks;

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the risk of being denied the necessary licenses, permits and approvals from state, local and foreign governments, and the costs and time associated with obtaining such licenses, permits and approvals;

risks that we do not achieve anticipated operating efficiencies, synergies and economies of scale;

risks in retaining the existing customers and contracts of the acquired business or assets; and.

risk that unforeseen issues with an acquisition may adversely affect the anticipated results of the business or value of the intangible assets and trigger an evaluation of the recoverability of the recorded goodwill and intangible assets for such business.

If we are unable to effectively integrate acquired businesses or newly formed operations, or if such acquired businesses underperform relative to our expectations, this may have a material adverse effect on our business, financial position, and results of operations.

We face risks associated with implementing strategic alternatives for AeroTech.

As previously announced in the first quarter of 2022, we are considering a full range of strategic alternatives for AeroTech and expect to complete our strategic assessment in the first half of 2023. We may face difficulty in implementing this business strategy, including our ability to identify or develop any strategic alternatives or execute on material aspects of such strategic alternatives and meet this anticipated timing. Additionally, difficulty in debt and capital markets to raise capital may adversely impact our ability to execute on this business strategy. As a result, we may not be able to achieve the potential benefits of such strategic alternatives.

We have invested substantial resources in certain markets and strategic initiatives where we expect growth, and our business may suffer if we are unable to achieve the growth we expect.
As part of our strategy to grow, we are expanding our operations in certain emerging or developing markets, and accordingly have made and expect to continue to make investments to support anticipated growth in those regions. We have also increased our investments in our digital solution, OmniBluTM, to support potential growth in parts and service revenue as well as the new revenue source of digital software subscriptions. We may fail to realize expected rates of return on our existing investments or incur losses on such investments, and we may be unable to redeploy capital to take advantage of other markets, business lines or other potential areas of growth. Our results will also suffer if these developing markets, business lines or capabilities do not grow as quickly as we anticipate.

Our restructuring initiatives may not achieve the expected cost reductions or other anticipated benefits.

We regularly evaluate our existing operations, service capacity, and business efficiencies to determine if a realignment or restructuring could improve our results of operations or achieve some other business goal. Our realignment and restructuring initiatives are designed to result in more efficient and increasingly profitable operations. Our ability to achieve the anticipated cost savings and other benefits from these initiatives within the expected time frame is subject to many estimates and assumptions. These estimates and assumptions are subject to significant economic, competitive, and other uncertainties, some of which are beyond our control. Failure to achieve the expected cost reductions related to these restructuring initiatives could have a material adverse effect on our business and results of operations.

The industries in which we operate expose us to potential liabilities arising out of the installation or use of our systems that could negatively affect our business, financial condition, results of operations, and cash flows.
Our equipment, systems and services create potential exposure for us for personal injury, wrongful death, product liability, commercial claims, product recalls, business interuption, production loss, property damage, pollution, and other environmental damages. In the event that a customer who purchases our equipment becomes subject to claims relating to food borne illnesses or other food safety or quality issues relating to food processed through the use of our equipment, we could be exposed to significant claims from our customers. Although we have obtained business and related risk insurance, we cannot assure you that our insurance will be adequate to cover all potential liabilities. Further, we cannot assure you that insurance will generally be available in the future or, if available, that premiums to obtain such insurance will be commercially reasonable. If we incur substantial liability and damages arising from such liability are not covered by insurance or are in excess of policy limits, or if we were to incur liability at a time when we are not able to obtain liability insurance, our business, financial condition, results of operations, and cash flows could be materially adversely affected.

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TECHNOLOGY RISKS

To remain competitive, we need to rapidly and successfully develop and introduce complex new solutions in a global, competitive, demanding, and changing environment.

If we lose our significant technology advantage in our products and services, our market share and growth could be materially adversely affected. In addition, if we are unable to deliver products, features, and functionality as projected, we may be unable to meet our commitments to customers, which could have a material adverse effect on our reputation and business. Significant investments in research and development efforts that do not lead to successful products, features, and functionality, could also materially adversely affect our business, financial condition, and results of operations.

In 2022, we launched a new subscription-based digital solution called OmniBlu™, which will be a complex, evolving, and long-term initiative that will involve collaboration with our food-processing customers. However, OmniBlu™ may not develop in accordance with our timelines, which could result in the competitive market outpacing our development. There is some uncertainty in the pace and depth of market acceptance of digital solutions in this industry. Our efforts in development and deployment of OmniBlu™ may also divert resources and management attention from other areas of our business. We expect to continue making significant investments to support these efforts, and our ability to support these efforts is dependent on generating sufficient profits from other areas of our business.

Our business, financial condition, results of operations, and cash flows could be materially adversely affected by competing technology. Some of our competitors are large multinational companies that may have greater financial resources than us, and they may be able to devote greater resources to research and development of new systems, services, and technologies than we are able to do. Moreover, some of our competitors operate in narrow business areas, allowing them to concentrate their research and development efforts more directly on products and services for those areas than we may be able to.

High capacity products or products with new technology may be more likely to experience reliability, quality, or operability problems.

Even with rigorous testing prior to release and investment in product quality processes, problems may be found in newly developed or enhanced products after such products are launched and shipped to customers. Resolution of such issues may cause project delays, additional development costs, and deferred or lost revenue.

New products and enhancements of our existing products may also reduce demand for our existing products or could delay purchases by customers who instead decide to wait for our new or enhanced products. Difficulties that arise in our managing the transition from our older products to our new or enhanced products could result in additional costs and deferred or lost revenue.

We may need to make significant capital and operating expenditures to keep pace with technological developments in our industry.

The industries in which we participate are constantly undergoing development and change, and it is likely that new products, equipment, and service methods will be introduced in the future. We may need to make significant expenditures to purchase new equipment, develop digital solutions, and to train our employees to keep pace with any new technological developments and market. These expenditures could adversely affect our results of operations and financial condition.

If we are unable to develop, preserve, and protect our intellectual property assets, our business, financial condition, results of operations, and cash flows may be negatively affected.

We strive to protect and enhance our proprietary intellectual property rights through patent, copyright, trademark, and trade secret laws, as well as through technological safeguards and operating policies and procedures. It may be costly and time consuming to protect our intellectual property, and the steps we have taken to do so in the U.S. and foreign countries may not be adequate. To the extent we are not successful, our business, financial condition, results of operations, and cash flows could be materially adversely impacted. We may be unable to prevent third parties from using our technology without our authorization, or from independently developing technology that is similar to ours, particularly in those countries where the laws do not protect our proprietary rights as fully as in others. With respect to our pending patent applications, we may not be successful in securing patents for these claims, and our competitors may already have applied for patents that, once issued, will prevail over our patent rights or otherwise limit our ability to sell our products.

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Claims by others that we infringe their intellectual property rights could harm our business, financial condition, results of operations, and cash flows.

We have seen a trend towards aggressive enforcement of intellectual property rights as product functionality in our industry increasingly overlaps and the number of issued patents continues to grow. As a result, there is a risk that we could be subject to infringement claims which, regardless of their validity, could:

be expensive, time consuming, and divert management attention away from normal business operations;
require us to pay monetary damages or enter into non-standard royalty and licensing agreements;
require us to modify our product sales and development plans; or
require us to satisfy indemnification obligations to our customers.

Regardless of whether these claims have any merit, they can be burdensome and costly to defend or settle and can harm our business and reputation.

RISKS RELATED TO OWNERSHIP OF OUR SECURITIES

The convertible note hedge and warrant transactions may negatively affect the value of the Notes and our common stock.

In connection with the pricing of our Convertible Senior Notes due 2026 (the "Notes"), we entered into convertible note hedge transactions (the "Hedge Transactions") with the option counterparties. We also entered into warrant transactions with the option counterparties. The Hedge Transactions are expected generally to reduce the potential dilution to our common stock upon any conversion of Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted Notes, as the case may be. However, the warrant transactions could separately have a dilutive effect on our common stock to the extent that the market price per share of our common stock exceeds the strike price of the warrants.

The option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our common stock and/or purchasing or selling our common stock or other securities of ours in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes (and are likely to do in connection with any conversion of the Notes or redemption or repurchase of the Notes). This activity could also cause or avoid an increase or a decrease in the market price of our common stock or the Notes, which could affect the Note holders' ability to convert the Notes and, to the extent the activity occurs during any observation period related to a conversion of the Notes, it could affect the number of shares and value of the consideration that Note holders will receive upon conversion of the Notes.

We are subject to counterparty risk with respect to the convertible note hedge transactions.

The option counterparties are financial institutions, and we are subject to the risk that any or all of them might default under the Hedge Transactions. Our exposure to the credit risk of the option counterparties is not secured by any collateral.

If an option counterparty becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at that time under the Hedge Transactions with such option counterparty. Our exposure will depend on many factors but, generally, an increase in our exposure will be correlated to an increase in the market price and in the volatility of our common stock. In addition, upon a default by an option counterparty, we may suffer adverse tax consequences and more dilution than we currently anticipate with respect to our common stock. We can provide no assurances as to the financial stability or viability of the option counterparties.

Conversion of the Notes or exercise of the warrants evidenced by the warrant transactions may dilute the ownership interest of existing stockholders.

At our election, we may settle the Notes tendered for conversion entirely or partly in shares of our common stock. Furthermore, the warrants evidenced by the warrant transactions are expected to be settled on a net-share basis. As a result, the conversion of some or all of the Notes or the exercise of some or all of such warrants may dilute the ownership interests of existing stockholders. Any sales in the public market of the common stock issuable upon such conversion of the Notes or such exercise of the warrants could adversely affect prevailing market prices of our common stock and, in turn, the price of the Notes. In addition, the existence of the Notes may encourage short selling by market participants because the conversion of the Notes could depress the price of our common stock.
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GENERAL RISKS

Fluctuations in currency exchange rates could negatively affect our business, financial condition, and results of operations.

A significant portion of our revenue and expenses are realized in foreign currencies. As a result, changes in exchange rates will result in increases or decreases in our costs and earnings and may adversely affect our Consolidated Financial Statements, which are stated in U.S. dollars. Although we may seek to minimize currency exchange risk by engaging in hedging transactions where we deem appropriate, we cannot be assured that our efforts will be successful. Currency fluctuations may also result in our systems and services becoming more expensive and less competitive than those of other suppliers in the foreign countries in which we sell our systems and services.

Terrorist attacks and threats, escalation of military activity in response to such attacks, acts of war, or outbreak of pandemic diseases may negatively affect our business, financial condition, results of operations, and cash flows.

Any future terrorist attacks against U.S. targets, rumors or threats of war, actual conflicts involving the United States or its allies, or military or trade disruptions affecting our customers or the economy as a whole may materially adversely affect our operations or those of our customers. Strategic targets such as those relating to transportation and food processing may be at greater risk of future terrorist attacks than other targets in the United States. Our airport authority, airline, air cargo and ground handling customers are also particularly sensitive to safety concerns, and their businesses may decline after terrorist attacks or threats or during periods of political instability when travelers are concerned about safety issues. Furthermore, outbreaks of pandemic diseases, such as COVID-19, or the fear of such events, could provoke responses, including government-imposed travel restrictions and extended shutdown of certain businesses, customers, and/or supply chain disruptions in affected regions. As a result, there could be delays or losses in transportation and deliveries to our customers, decreased sales of our products, and delays in payments by our customers. A decline in these customers’ businesses could have a negative impact on their demand for our products. It is possible that any of these occurrences, or a combination of them, could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Our existing financing agreements include restrictive and financial covenants.
Certain of our loan agreements require us to comply with various restrictive covenants and some contain financial covenants that require us to comply with specified financial ratios and tests. Our failure to meet these covenants could result in default under these loan agreements and would result in a cross-default under other loan agreements. In the event of a default and our inability to obtain a waiver of the default, all amounts outstanding under loan agreements could be declared immediately due and payable. Our failure to comply with these covenants could adversely affect our results of operations and financial condition.
Fluctuations in interest rates could adversely affect our results of operations and financial position.

Our profitability may be adversely affected during any periods of unexpected or rapid increases in interest rates on our variable rate debt.A significant increase in interest rates would significantly increase our cost of borrowings, and may reduce the availability and increase the cost of obtaining new debt and refinancing existing indebtedness. For additional detail related to this risk, see Part II, Item 7A, "Quantitative and Qualitative Disclosure About Market Risk."

Significant changes in actual investment return on pension assets, discount rates, and other factors could affect our results of operations, equity, and pension contributions in future periods.

Our results of operations may be positively or negatively affected by the amount of income or expense we record for our defined benefit pension plans. U.S. generally accepted accounting principles (GAAP) require that we calculate income or expense for the plans using actuarial valuations. These valuations reflect assumptions about financial market and other economic conditions, which may change based on changes in key economic indicators. The most significant year-end assumptions we use to estimate pension income or expense are the discount rate and the expected long-term rate of return on plans assets. In addition, we are required to make an annual measurement of plan assets and liabilities, which may result in a significant change to equity through a reduction or increase to accumulated other comprehensive income. For a discussion regarding how our financial statements can be affected by pension plan accounting policies, see Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations -Critical Accounting Estimates – Defined Benefit Pension and Other Post-retirement Plans and Note 9. Pension and Post-Retirement and Other Benefit Plans of the Notes to Consolidated Financial Statements in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K. Although GAAP expense and pension funding contributions are not directly related, key economic factors that affect GAAP expense would also likely affect the amount of cash we would contribute to pension plans as required under the Employee Retirement Income Security Act.

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As a result of our acquisition activity, our goodwill and intangible assets have increased significantly in recent years and we may in the future incur impairments to goodwill or intangible assets.

When we acquire a business, a substantial portion of the purchase price of the acquisition is allocated to goodwill and other identifiable intangible assets. The amount of the purchase price which is allocated to goodwill is determined by the excess of the purchase price over the net identifiable assets acquired. Our balance sheet includes a significant amount of goodwill and other intangible assets, which represents approximately 48% of our total assets as of December 31, 2022. In accordance with Accounting Standards Codification 350 Intangibles-Goodwill and Other, our goodwill and other intangibles are reviewed for impairment annually and whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Our valuation methodology for assessing impairment requires management to make judgments and assumptions based on historical experience and to rely heavily on projections of future operating performance. Because we operate in highly competitive environments, projections of our future operating results and cash flows may vary significantly from our actual results. If our estimates or the underlying assumptions change in the future, we may be required to record impairment charges. Any such charge could have a material adverse effect on our reported net income.

As a publicly traded company, we incur regulatory costs that reduce profitability.

As a publicly traded corporation, we incur certain costs to comply with regulatory requirements of the NYSE and of the federal securities laws. If regulatory requirements were to become more stringent or if accounting or other controls thought to be effective later fail, we may be forced to make additional expenditures, the amounts of which could be material. Many of our competitors are privately owned, so our accounting and control costs can be a competitive disadvantage.

Our share repurchase program could increase the volatility of the price of our common stock.

On December 1, 2021, the Board authorized a share repurchase program for up to $30 million of common stock beginning on January 1, 2022 and continuing through December 31, 2024. We intend to fund repurchases through cash flows generated by our operations. The amount and timing of share repurchases are based on a variety of factors. Important factors that could cause us to limit, suspend or delay our stock repurchases include unfavorable market conditions, the trading price of our common stock, the nature of other investment opportunities presented to us from time to time, the ability to obtain financing at attractive rates, and the availability of U.S. cash. Repurchases of our shares will reduce the number of outstanding shares of our common stock and might incrementally increase the potential for volatility in our common stock by reducing the potential volumes at which our common stock may trade in the public market.

Our actual operating results may differ significantly from our guidance.

We regularly release guidance regarding our future performance that represents management’s estimates as of the date of release. This guidance, which consists of forward-looking statements, is qualified by, and subject to, the assumptions and the other information contained or referred to in the release or report in which guidance is given. Our guidance is not prepared with a view toward compliance with published guidelines of the American Institute of Certified Public Accountants, and neither our independent registered public accounting firm nor any other independent expert or outside party compiles or examines the guidance and, accordingly, no such person expresses any opinion or any other form of assurance with respect thereto.

Guidance is based upon a number of assumptions and estimates that, while presented with numerical specificity, are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and are based upon specific assumptions with respect to future business decisions, some of which will change. We generally state possible outcomes as high and low ranges which are intended to provide a sensitivity analysis as variables are changed, but are not intended to represent that actual results could not fall outside of the suggested ranges. The principal reason that we release this data is to provide a basis for management to discuss our business outlook with analysts and investors. We do not accept any responsibility for any projections or reports published by any such persons.

Guidance is necessarily speculative in nature, and it can be expected that some or all of the assumptions of the guidance furnished by us will not materialize or will vary significantly from actual results. Accordingly, our guidance is only an estimate of what management believes is realizable as of the date of release. Actual results may vary from the guidance and the variations may be material. Investors should also recognize that the reliability of any forecasted financial data diminishes the farther in the future that the data are forecast. In light of the foregoing, investors are urged to put the guidance in context and not to place undue reliance on it.
23



Our corporate governance documents and Delaware law may delay or discourage takeovers and business combinations that our stockholders might consider in their best interests.

Provisions in our certificate of incorporation and by-laws may make it difficult and expensive for a third-party to pursue a tender offer, change-in-control, or takeover attempt that is opposed by our management and Board of Directors. These provisions include, among others:

A Board of Directors that is divided into three classes with staggered terms;
Limitations on the right of stockholders to remove directors;
The right of our Board of Directors to issue preferred stock without stockholder approval;
The inability of our stockholders to act by written consent; and
Rules and procedures regarding how stockholders may present proposals or nominate directors at stockholders meetings.

Public stockholders who might desire to participate in this type of transaction may not have an opportunity to do so. These anti-takeover provisions could substantially impede the ability of public stockholders to benefit from a change-in-control or a change in our management or Board of Directors and, as a result, may adversely affect the marketability and market price of our common stock.

Our indebtedness and liabilities could limit the cash flow available for our operations and we may not be able to generate sufficient cash to service all of our indebtedness. We may be forced to take certain actions to satisfy our obligations under our indebtedness or we may experience a financial failure.

Our ability to make scheduled payments on or to refinance our debt obligations, including the Notes, will depend on our financial and operating performance. If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets or operations, seek additional capital or restructure or refinance our indebtedness, including the Notes. We may not be able to take any of these actions, these actions may not be successful and permit us to meet our scheduled debt service obligations and these actions may not be permitted under the terms of our future debt agreements. In the absence of sufficient operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. We may not be able to consummate those dispositions or obtain sufficient proceeds from those dispositions to meet our debt service and other obligations then due. Our current and future indebtedness could have negative consequences for our business, results of operations and financial condition by, among other things:

•    increasing our vulnerability to adverse economic and industry conditions;
•    limiting our ability to obtain additional financing;
•    requiring the dedication of a substantial portion of our cash flow from operations to service our indebtedness, which will reduce the amount of cash available for other purposes;
•    limiting our flexibility to plan for, or react to, changes in our business;
•    diluting the interests of our existing stockholders as a result of issuing shares of our common stock upon conversion of the Notes; and
•    placing us at a possible competitive disadvantage with competitors that are less leveraged than us or have better access to capital.

In addition, our credit facility contains, and any future indebtedness that we may incur may contain, restrictive covenants that limit our ability to operate our business, raise capital or make payments under our other indebtedness. If we fail to comply with these covenants or to make payments under our indebtedness when due, then we would be in default under that indebtedness, which could, in turn, result in that and our other indebtedness becoming immediately payable in full.
ITEM 1B.    UNRESOLVED STAFF COMMENTS

None.


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ITEM 2.    PROPERTIES

We lease commercial office space for our corporate headquarters totaling approximately 24,000 square feet in Chicago, Illinois. We believe that our properties and facilities meet our current operating requirements and are in good operating condition. We believe that each of our significant manufacturing facilities is operating at a level consistent with the industries in which we operate. The following are significant production facilities for our JBT operations:
LOCATIONSEGMENTSQUARE FEET
(approximate)
LEASED OR OWNED
United States:
Madera, CaliforniaFoodTech271,000Owned
Ogden, UtahAeroTech240,000Owned/Leased
Orlando, FloridaAeroTech239,000Owned
Lakeland, FloridaFoodTech200,000Owned
Sandusky, OhioFoodTech140,000Owned
Apex, North CarolinaFoodTech134,200Owned/Leased
Columbus, OhioFoodTech115,000Leased
Kingston, New YorkFoodTech98,000Owned
Warrenton, OregonAeroTech94,000Leased
Stratford, WisconsinFoodTech93,000Owned
Eastlake, OhioFoodTech88,000Leased
Middletown, OhioFoodTech74,000Leased
Chalfont, PennsylvaniaFoodTech67,000Leased
Russellville, ArkansasFoodTech65,000Owned
Riverside, CaliforniaFoodTech50,000Leased
International:
Sint Niklaas, BelgiumFoodTech289,000Owned
Helsingborg, SwedenFoodTech227,000Owned/Leased
Werther, GermanyFoodTech164,000Owned
Araraquara, BrazilFoodTech128,000Owned
Adlington, EnglandFoodTech97,000Owned
Amsterdam, The NetherlandsFoodTech96,000Leased
Livingston, ScotlandFoodTech87,000Owned
Parma, ItalyFoodTech62,000Owned
Navarra, SpainFoodTech58,500Owned
Bridgend, WalesAeroTech58,000Owned
Glinde, GermanyFoodTech55,000Leased
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ITEM 3.    LEGAL PROCEEDINGS

We are involved in legal proceedings arising in the ordinary course of business. Although the results of litigation cannot be predicted with certainty, we do not believe that the resolution of the proceedings that we are involved in, either individually or taken as a whole, will have a material adverse effect on our business, results of operations, cash flows or financial condition.

In the normal course of our business, we are at times subject to pending and threatened legal actions, some for which the relief or damages sought may be substantial. Although we are not able to predict the outcome of such actions, after reviewing all pending and threatened actions with counsel and based on information currently available, management believes that the outcome of such actions, individually or in the aggregate, will not have a material adverse effect on the results of operations or financial position of our Company. However, it is possible that the ultimate resolution of such matters, if unfavorable, may be material to the results of operations in a particular future period as the time and amount of any resolution of such actions and its relationship to the future results of operations are not currently known.

Liabilities are established for pending legal claims only when losses associated with the claims are judged to be probable, and the loss can be reasonably estimated. In many lawsuits and arbitrations, it is not considered probable that a liability has been incurred or not possible to estimate the ultimate or minimum amount of that liability until the case is close to resolution, in which case no liability would be recognized until that time.

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ITEM 4.    MINE SAFETY DISCLOSURES

Not applicable.
27


PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's common stock is listed on the New York Stock Exchange under the symbol JBT. As of February 16, 2023, there were 1,226 holders of record of our common stock.

The following graph shows the cumulative total return of an investment of $100 (and reinvestment of any dividends thereafter) on December 31, 2017 in: (i) the Company's common stock, (ii) the S&P Smallcap 600 Stock Index and (iii) the S&P 1500 Industrial Machinery index. These indices are included for comparative purposes only and do not necessarily reflect management’s opinion that such indices are an appropriate measure of the relative performance of the stock involved, and are not intended to forecast or be indicative of possible future performance of the common stock.

jbt-20221231_g2.gif






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Issuer purchases of Equity Securities
The following table includes information about the Company’s stock repurchases during the three months ended December 31, 2022 based on the settlement dates of each share repurchase:
(Dollars in millions, except per share amounts)
PeriodTotal Number of Shares PurchasedAverage Price Paid per Share
Total Number of Shares Purchased as part of Publicly Announced Program(1)
Approximate Dollar Value of Shares that may yet be Purchased under the Program
October 1, 2022 through October 31, 2022— $— — $27.3 
November 1, 2022 through November 30, 202253,543 90.87 53,543 22.4 
December 1, 2022 through December 31, 20221,523 88.95 1,523 22.3 
55,066 $90.87 55,066 $22.3 

(1)Shares that may be repurchased under a share repurchase program for up to $30 million of common stock that was authorized by the Board of Directors on December 1, 2021 and is set to expire on December 31, 2024. Shares may be purchased from time to time in open market transactions, subject to market conditions. Repurchased shares become treasury shares, which are accounted for using the cost method and are intended to be used for future awards under the Incentive Compensation Plan.

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ITEM 6.    [RESERVED]



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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Executive Overview

We are a leading global technology solutions provider to high-value segments of the food and beverage industry. We design, produce, and service sophisticated products and systems for multi-national and regional customers through our FoodTech segment. We also sell critical equipment and services to domestic and international air transportation customers through our AeroTech segment.

In early 2022, we announced our Elevate 2.0 strategy that capitalizes on favorable trends, as well as our leadership position, in the food and beverage processing industry. This strategy is based on a four-pronged approach to deliver continued growth and margin expansion.

Organic Growth. Our broad application knowledge, engineering expertise, and global sales and service allow us to work alongside our customers to develop critical FoodTech products and solutions across a diverse set of food & beverage end markets. JBT is operating in commercial markets which we believe over the long term create meaningful opportunities for continued new product innovation and R&D in support of our customers’ needs. Additionally, our cross-selling abilities, investment opportunities in developing geographies, and aftermarket capabilities provide meaningful growth opportunities for FoodTech globally.

Digital Transformation. We are investing to evolve our iOPS® platform into a new digital solution called OmniBlu™, a customer-centric platform that delivers improved access to parts and service, advanced functionality, and measurable results for customers, while also expanding JBT's recurring revenue from aftermarket parts and services.

Margin Enhancement. We see opportunities to improve our operating margins by 200 basis points or more in the medium-term, primarily through supply chain and strategic sourcing initiatives. Key areas of focus include supply base consolidation, make versus buy decisions, value engineering and component standardization, and best cost country sourcing.

Acquisitions. We are also continuing our strategic acquisition program focused on companies that add complementary products and technology solutions, which enable us to offer more comprehensive solutions to customers and meet our economic criteria for returns and synergies.

In pursuit of the above strategy, we are considering a full range of strategic alternatives for AeroTech and expect to complete our strategic assessment in the first half of 2023.

We operate under the JBT Business System, which provides a level of process rigor across the Company and is designed to standardize and streamline reporting and problem resolution processes for increased visibility, efficiency, effectiveness and productivity in all business units.

Our approach to Environmental, Social and Corporate Governance (ESG) builds on our culture and long tradition of concern for our employees’ health, safety, and well-being; partnering with our customers to find ways to make better use of the earth’s precious resources; and giving back to the communities where we live and work. Our FoodTech equipment and technologies continue to deliver quality performance while striving to minimize food waste, extend food product life, and maximize efficiency in order to create shared value for our food and beverage customers. Our AeroTech equipment business offers a variety of power options, including electrically powered ground support equipment, that help customers meet their environmental objectives. While the majority of our impact lies within the solutions offered to our customers, our commitment to environmental responsibility extends to our own operations. We strive for our own facilities to operate efficiently and safely, much like the solutions we provide to our customers. We recognize the responsibility we have to make a positive impact on our shareholders, the environment and our communities in a manner that is consistent with our fiduciary duties. We have engaged in structured education for enhancing inclusive leadership skills in our organization designed to ensure more diversity in our leadership and hiring practices.

We evaluate our operating results considering key performance indicators including segment operating profit, segment operating profit margin, segment EBITDA (adjusted when appropriate) and segment EBITDA margins.
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Business Conditions and Outlook

In terms of top–line growth, the commercial environment in 2022 was characterized by strong demand for our goods and services, particularly in North America. Higher demand in FoodTech is driven primarily by our customer's needs for greater capacity, labor savings, yield, food safety and sustainability. On the AeroTech side, we continued to experience a strong recovery in our served markets. Looking ahead, we anticipate continued revenue growth in 2023 due to sustained momentum in overall customer demand for our products and services, a strong backlog entering into 2023 and a mix of recurring revenue streams consistent with prior years.

Despite significant growth in our revenues, our operating margins declined due to the challenges associated with supply chain disruptions, high inflation, and labor availability affecting both FoodTech and AeroTech. While our JBT operating system enables us to plan and optimize production efficiency, continued supply chain disruptions and labor shortages has often resulted in the stop and start of production based on availability of critical parts and components. However, we expect an improvement in our supply chain performance and for inflation to moderate as we continue to take action to address these challenges. These include making productivity improvements in our production plants, expanding our supplier network, and implementing price increases which have generally been successful in offsetting some, but not all, of the impact of these challenges.

As a result of the war in Ukraine, we have suspended commercial activities in Russia, Belarus and occupied regions of Ukraine since March 2022. This consisted of ceasing our efforts to seek new business opportunities in these areas, as well as suspending any in-process projects to allow for an assessment of our ability to complete those projects and to receive payments in full compliance with applicable sanction programs, and without risk to our personnel and subcontractors. The direct impact of these actions to our consolidated results of operations is and is expected to remain immaterial. Furthermore, we have no direct active operations in any of these countries or regions.

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Results of Continuing Operations

A discussion of our results of operations for 2022 compared to 2021 is set forth below. For a discussion of our results of operations, including our segment results of operations, for 2021 compared to 2020, refer to the discussion under the sub-caption "2021 Compared With 2020" in Item 7 – Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II of our Annual Report on Form 10–K for the fiscal year ended December 31, 2021, which discussion is incorporated by reference herein.

CONSOLIDATED RESULTS OF OPERATIONS
Year Ended December 31,Favorable / (Unfavorable)
(In millions)20222021ChangeChange %
Revenue$2,166.0 $1,868.3 $297.7 15.9%
Cost of sales1,548.7 1,301.5 (247.2)(19.0)%
Gross profit617.3 566.8 50.5 8.9%
Gross Profit %28.5%30.3%-180 bps
Selling, general and administrative expense441.9 401.1 (40.8)(10.2)%
Restructuring expense7.0 5.6 (1.4)(25.0)%
Operating income168.4 160.1 8.3 5.2%
Operating income %7.8%8.6%-80 bps
Pension (income) expense, other than service cost— (1.3)(1.3)100.0%
Interest expense, net14.2 8.7 (5.5)(63.2)%
Net income before income taxes154.2 152.7 1.5 1.0%
Income tax provision23.5 34.3 10.8 31.5%
Net income$130.7 $118.4 $12.3 10.4%

2022 Compared With 2021

Total revenue in 2022 increased $297.7 million or 15.9% compared to 2021. Organic revenue grew $282.0 million in the period, acquisitions provided additional revenue of $93.5 million, and foreign currency translation was unfavorable by $77.8 million in the period compared to the prior year. Growth from organic revenue was the result of increases in both recurring and non-recurring revenues.

Operating income margin was 7.8% in 2022 compared to 8.6% in 2021, a decrease of 80 bps, and was caused by the following items:

Gross profit margin decreased 180 bps to 28.5% compared to 30.3% in 2021. This decrease was in part due to ongoing supply chain disruptions and resulting inefficiencies driving increases in material, logistics and labor costs. Additionally, gross profit margin declined due to more growth in lower-margin AeroTech revenue compared to FoodTech revenue, as well as a higher mix in both segments of lower-margin non-recurring revenue compared to recurring revenue.
Selling, general and administrative expense increased $40.8 million from prior year driven by higher costs attributable to recently acquired businesses as well as costs related to the implementation of OmniBluTM. It improved, however, as a percentage of total revenue by 110 bps to 20.4% compared to 21.5% in the same period last year.
Currency translation decreased operating income by $9.6 million.

Increase in net interest expense was primarily due to higher interest rates as well as a higher average debt balance to fund the acquisitions in the third quarter of 2022.

Income tax expense for 2022 reflected an effective income tax rate of 15.3% compared to 22.4% in 2021, primarily driven by beneficial discrete items.
33


Restructuring

In the third quarter of 2020, the Company implemented a restructuring plan ("2020 restructuring plan") for manufacturing capacity rationalization affecting both the FoodTech and AeroTech segments. The Company completed the 2020 restructuring plan as of June 30, 2022. The total cost in connection with the 2020 restructuring plan was $11.0 million for FoodTech and $6.0 million for AeroTech.

In the third quarter of 2022, the Company implemented a restructuring plan (the "2022/2023 restructuring plan") to optimize the overall FoodTech cost structure on a global basis. The initiatives under this plan will include streamlining operations and our general and administrative infrastructure. As of December 31, 2022, the cost of this plan is $5.4 million and we estimate the total cost of full implementation will be in the range of $8.0 million to $10.0 million expected to be recognized by the end of 2023. Cumulative savings associated with this plan is in the range of $9.0 million to $12.0 million with a range of $5.0 million to $6.0 million expected to be realized in 2023 and the remainder in 2024.

The following table details the cumulative amount of annualized and incremental savings for the 2020 restructuring plan:
Cumulative AmountIncremental AmountCumulative Amount
(In millions)As of
December 31, 2021
During the year ended December 31, 2022As of December 31, 2022
Cost of sales$5.0 $1.4 $6.4 
Selling, general and administrative1.9 0.8 2.7 
Total restructuring savings$6.9 $2.2 $9.1 

For the 2020 restructuring plan, incremental cost savings has been completed as of June 30, 2022.

For additional financial information about restructuring, refer to Note 20. Restructuring of the Notes to Consolidated Financial Statements.


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OPERATING RESULTS OF BUSINESS SEGMENTS

Year Ended December 31,Favorable / (Unfavorable)
(In millions)20222021ChangeChange %
Revenue
FoodTech$1,590.6 $1,400.4 $190.2 13.6%
AeroTech575.7 467.5 108.2 23.1%
Other revenue and intercompany eliminations(0.3)0.4 (0.7)(175.0)%
Total revenue$2,166.0 $1,868.3 $297.7 15.9%
Income before income taxes
Segment operating profit(1)(2):
FoodTech$211.5 $187.0 $24.5 13.1%
FoodTech segment operating profit %13.3%13.4%-10 bps
AeroTech43.5 32.6 10.9 33.4%
AeroTech segment operating profit %7.6%7.0%60 bps
Total segment operating profit255.0 219.6 35.4 16.1%
Total segment operating profit %11.8%11.8%0 bps
Corporate items:
Corporate expense79.6 53.9 (25.7)(47.7)%
Restructuring expense7.0 5.6 (1.4)(25.0)%
Operating income168.4 160.1 8.3 5.2%
Operating income %7.8%8.6%-80 bps
Pension (income) expense, other than service cost— (1.3)(1.3)100.0%
Interest expense, net14.2 8.7 (5.5)(63.2)%
Net income before income taxes154.2 152.7 1.5 1.0%
Income tax provision23.5 34.3 10.8 31.5%
Net income$130.7 $118.4 $12.3 10.4%

(1)Refer to Note 19. Business Segments of the Notes to Consolidated Financial Statements.

(2)Segment operating profit is defined as total segment revenue less segment operating expense. Corporate expense, restructuring expense, interest income and expense and income taxes are not allocated to the segments. Corporate expense generally includes corporate staff-related expense, stock-based compensation, LIFO adjustments, certain foreign currency-related gains and losses, and the impact of unusual or strategic events not representative of segment operations.

FoodTech

2022 Compared With 2021

FoodTech revenue increased by $190.2 million or 13.6% for the year ended December 31, 2022 compared to 2021. Organic revenue grew $171.8 million in the period, revenue from acquisitions grew $93.5 million. Foreign currency translation was unfavorable by $75.0 million in the period. Non-recurring revenue represented 54% of the organic revenue growth, with $92.2 million of additional revenue in the year compared to 2021. Recurring revenue drove the remaining increase in organic revenue of $79.6 million.

FoodTech operating profit increased $24.5 million, net of an unfavorable foreign currency translation of $9.7 million during the period, or 13.1%, for the year ended December 31, 2022 compared to 2021. Operating profit margin declined 10 bps primarily due to a decline in gross profit margin partially offset by an improved selling general and administrative expense as a percent of revenue compared to 2021. Gross profit margins declined ~110 bps primarily due to the continued supply chain disruptions and pressures resulting in inefficiencies that drove ongoing increases in material, freight, and labor costs as well as due to a higher mix of organic revenue growth from lower-margin non-recurring revenue compared to recurring revenue. Selling, general and administrative expense increased $22.3 million from prior year, including $15.9 million from acquired companies, but as a percent of revenue improved 115 bps to 20.1%.
35



AeroTech

2022 Compared With 2021

AeroTech's revenue increased $108.2 million or 23.1% compared to 2021. This increase is comprised of a $74.0 million increase from our mobile equipment business, a $15.1 million increase in our fixed equipment business and a $22.0 million increase in our service business. Foreign currency translation was unfavorable by $2.9 million. The increase in our mobile equipment business was driven by higher equipment sales to cargo and other customers and higher aftermarket sales primarily as a result of the continued industry recovery from COVID-19. The increase in our fixed equipment business was primarily due to higher demand for passenger boarding bridges and related equipment from domestic customers. The increase in service revenue was a result of an increase in service hours on our maintenance contracts and project related revenues as activity at US airports continued to increase as a result of the elimination of customer-imposed service hour reductions relating to COVID-19 compared to the prior year.

AeroTech’s operating profit increased $10.9 million or 33.4% compared to 2021. AeroTech’s operating profit margin was 7.6% compared to 7.0% in the prior year, reflecting an increase of 60 bps. Gross profit margins decreased 140 bps driven by higher material, labor and freight costs. Selling, general and administrative expenses in 2022 were $0.8 million above 2021 which is an increase of 1.5%, but 200 bps below the prior year as a percent of sales. Currency translation had an immaterial impact.

Corporate Expense

2022 Compared With 2021

Corporate expense increased by $25.7 million compared to 2021. The increase was driven primarily by costs related to the development of OmniBluTM, additional LIFO expense resulting from the inflationary environment, and higher incentive compensation expense.

Use of Non-GAAP Financial Measures

We present certain financial information on a constant currency basis in this annual report on Form 10-K to provide greater transparency into our operating results and trends, and a more meaningful comparison of our ongoing operating results, consistent with how management evaluates performance. We evaluate our results of operations on both an as reported and a constant currency basis. The constant currency presentation excludes the impact of fluctuations in foreign currency exchange rates. We calculate constant currency percentages by converting our financial results in local currency for a period using the average exchange rate for the prior period to which we are comparing.

Inbound Orders and Order Backlog

Inbound orders represent the estimated sales value of confirmed customer orders received during the years ended December 31,
(In millions)20222021
FoodTech$1,587.4 $1,620.1 
AeroTech595.0 552.9 
Other0.1 0.4 
Total inbound orders$2,182.5 $2,173.4 

Inbound orders for our FoodTech segment decreased $32.7 million for the year ended December 31, 2022 compared to 2021, which includes an unfavorable foreign currency translation impact of $71.4 million in the period resulting in an increase of $38.7 million on a constant currency basis.

Inbound orders for our AeroTech segment increased by $42.1 million for the year ended December 31, 2022 compared to 2021, which includes an unfavorable foreign currency translation impact of $3.3 million in the period resulting in an increase of $45.4 million on a constant currency basis.

36


Order backlog is calculated as the estimated sales value of unfilled, confirmed customer orders as of December 31,
(In millions)20222021
FoodTech$664.4 $635.0 
AeroTech390.5 371.7 
Total order backlog$1,054.9 $1,006.7 

Order backlog in our FoodTech segment at December 31, 2022 increased by $29.4 million compared to December 31, 2021. We expect to convert 84% of FoodTech backlog at December 31, 2022 into revenue during 2023.

Order backlog in our AeroTech segment at December 31, 2022 increased by $18.8 million compared to December 31, 2021. We expect to convert 84% of the AeroTech backlog at December 31, 2022 into revenue during 2023.

Seasonality

We experience seasonality in our operating results. Historically, our revenue and operating income have been lower in the first quarter and highest in the fourth quarter, primarily as a result of our customers' purchasing trends.
Liquidity and Capital Resources

Overview of Sources and Uses of Cash

Our primary sources of liquidity are cash flows provided by operating activities from our U.S. and foreign operations, borrowings from our revolving credit facility, and proceeds from the issuance of the convertible notes on May 28, 2021.

As of December 31, 2022, we had $73.1 million of cash and cash equivalents, $52.5 million of which was held by our foreign subsidiaries. Although certain funds are considered permanently invested in our foreign subsidiaries, we are not presently aware of any restriction on the repatriation of these funds. We maintain significant operations outside of the U.S., and many of our uses of cash for working capital, capital expenditures and business acquisitions arise in these foreign jurisdictions. If these funds were needed to fund our operations or satisfy obligations in the U.S., they could be repatriated and their repatriation into the U.S. could cause us to incur additional U.S. income tax and foreign withholding taxes. The foreign withholding taxes on these repatriations to the U.S. would potentially be partially offset by U.S. foreign tax credits.

As noted above, certain funds held outside of the U.S. are considered permanently invested in our non-U.S. subsidiaries. At times, these foreign subsidiaries have cash balances that exceed their immediate working capital or other cash needs. In these circumstances, the foreign subsidiaries may loan funds to the U.S. parent company on a temporary basis; the U.S. parent company has in the past and may in the future use the proceeds of these temporary intercompany loans to reduce outstanding borrowings under our committed credit facilities. By using available non-U.S. cash to repay our debt on a short-term basis, we can optimize our leverage ratio, which has the effect of lowering our interest costs.
For the year ended December 31, 2022, we had total operating cash flow of $142.3 million. Our liquidity as of December 31, 2022, or cash plus borrowing ability under our revolving credit facilities was $526.3 million.
The cash flows generated by our operations and borrowings are expected to be sufficient to satisfy our principal cash requirements that include our working capital needs, new product development, restructuring expenses, capital expenditures, income taxes, debt repayments, dividends, periodic pension contributions, and other financing arrangements.

Based on our current capital allocation objectives, during 2023 we anticipate capital expenditures to be between $60 million and $70 million, which includes about $12 million to $14 million of capitalized investment in our digital platform OmniBluTM. Our level of capital expenditures varies from time to time as a result of actual and anticipated business conditions. We believe JBT's strong balance sheet, operating cash flows, and access to capital as of December 31, 2022, positions us to successfully navigate through the current challenging economic conditions as we continue to invest in growth strategies including our acquisition program and new product development.

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Beginning in 2022, the Tax Cuts and Jobs Act of 2017 eliminated the option to deduct research and development expenditures immediately in the year incurred and requires taxpayers to amortize such expenditures in the U.S. over five years. The Company experienced approximately a $25 million decrease in cash from operations in 2022 as a result and will experience approximately a $20 million decrease in cash from operations in 2023 The impact will continue over the five-year amortization period but decrease each year.



Contractual Obligations and Cash Requirements

The following is a summary of our significant contractual and other obligations at December 31, 2022:
(In millions)Total
Payments
CurrentLong-Term
Long-term debt (a)
$977.3 $— $977.3 
Interest payments on long-term debt (b)
107.7 27.4 80.3 
Operating leases (c)
48.0 12.8 35.2 
Pension and other postretirement benefits (d)
197.2 18.1 179.1 
Total contractual and other obligations$1,330.2 $58.3 $1,271.9 

(a)A summary of our long-term debt obligations as of December 31, 2022 can be found in Note 7, “Debt”, of the Notes to the Consolidated Financial Statements.

(b)Interest payments were determined using the weighted average rates for all debt outstanding as of December 31, 2022.

(c)A summary of our operating lease obligations as of December 31, 2022 can be found in Note 18, “Leases”, of the Notes to the Consolidated Financial Statements.

(d)This amount reflects planned contributions in 2023 to our pension plans. Required contributions for future years depend on factors that cannot be determined at this time.

We also have outstanding firm purchase orders with certain suppliers for the purchase of raw materials and services, which are not included in the table above. These purchase orders are generally short-term in nature and include a requirement that our supplier provide products or services to our specifications and require us to make a firm purchase commitment to our supplier. The costs associated with these agreements will be reflected in cost of sales on our Consolidated Statements of Income as substantially all of these commitments are associated with purchases made to fulfill our customers’ orders.

The following is a summary of other off-balance sheet arrangements at December 31, 2022:
(In millions)Total
Amount
CurrentLong-Term
Letters of credit and bank guarantees$33.7 $31.3 $2.4 
Surety bonds103.1 18.0 85.1 
Total other off-balance sheet arrangements$136.8 $49.3 $87.5 

To provide required security regarding our performance on certain contracts, we provide letters of credit, surety bonds and bank guarantees, for which we are contingently liable. In order to obtain these financial instruments, we pay fees to various financial institutions in amounts competitively determined in the marketplace. Our ability to generate revenue from certain contracts is dependent upon our ability to obtain these off-balance sheet financial instruments.

Our off-balance sheet financial instruments may be renewed, revised or released based on changes in the underlying commitment. Historically, our commercial commitments have not been drawn upon to a material extent; consequently, management believes it is not likely that there will be claims against these commitments that would result in a negative impact on our key financial ratios or our ability to obtain financing.

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Cash Flows

Cash flows for each of the years ended December 31, 2022 and 2021 were as follows:
(In millions)20222021
Cash provided by operating activities$142.3 $225.7 
Cash required by investing activities(416.1)(272.9)
Cash provided by financing activities270.6 80.8 
Effect of foreign exchange rate changes on cash and cash equivalents(2.5)(2.3)
(Decrease) increase in cash and cash equivalents$(5.7)$31.3 

2022 Compared with 2021

Cash provided by continuing operating activities in 2022 was $142.3 million, representing a $83.4 million decrease compared to 2021.
A lower operating cash flow in 2022 was primarily driven by a higher investment in inventory and an increase in outstanding trade receivables, partially offset by an increase in accounts payable. A higher operating cash flow in 2021 was primarily driven by an increase in customer advance payments and in accounts payable, partially offset by a higher investment in inventory and an increase in outstanding trade receivables.

Cash required by investing activities during 2022 was $416.1 million, representing a $143.2 million increase compared to 2021, primarily due to increased acquisition and capital expenditure spending year over year.

Cash provided by financing activities of $270.6 million in 2022 represents an increase of $189.8 million compared to same period in 2021. This increase is primarily driven by higher borrowings to fund acquisitions in the current year, partially offset by prior year activity that did not recur in the current year. Specifically the cash provided by financing activities of $80.8 million in 2021 was primarily due to proceeds from the issuance of the convertible notes, bond hedge and warrant transactions, partially offset by paying down borrowings under our revolving credit facility and payment of acquisition date earn-out liability.

Financing Arrangements

As of December 31, 2022 we had $584.6 million drawn on and $709.0 million of availability under the revolving credit facility. Our ability to use this availability is limited by the restrictive covenants described below.

Our credit agreement includes restrictive covenants that, if not met, could lead to a renegotiation of our credit lines, a requirement to repay our borrowings and/or a significant increase in our cost of financing. Restrictive covenants include a minimum interest coverage ratio, a maximum leverage ratio, as well as certain events of default. As of December 31, 2022, we were in compliance with all covenants in our credit agreement. We expect to remain in compliance with all covenants in the foreseeable future. However, there can be no assurance that continued or increased volatility in global economic conditions will not impair our ability to meet our covenants, or that we will continue to be able to access the capital and credit markets on terms acceptable to us or at all.

On May 28, 2021, we closed a private offering of $402.5 million aggregate principal amount of the Company's 0.25% Convertible Senior Notes due 2026 (the "Notes") to qualified institutional buyers, resulting in net proceeds to us of approximately $392.2 million after deducting initial purchasers’ discounts. The Notes will mature on May 15, 2026 unless earlier converted, redeemed or repurchased. Concurrently with the issuance of the Notes, we entered into the Note hedge transactions that reduce potential dilution upon conversion of the Notes and into the warrant transactions to raise additional capital to partially offset the costs of entering into the Note hedge transactions.

For additional information about our credit agreement, Notes, convertible note hedge and warrant transactions, refer to Note 7. Debt of the Notes to Consolidated Financial Statements.

As of December 31, 2022, we have four interest rate swaps executed in March 2020 with a combined notional amount of $200 million expiring in April 2025, and one interest rate swap executed in May 2020 with a notional amount of $50 million expiring in May 2025. We have designated these swaps as cash flow hedges and all changes in fair value of the swaps are recognized in Accumulated other comprehensive income (loss).

As a result, as of December 31, 2022, a significant portion of our total outstanding debt of $987.1 million effectively remains fixed rate debt, with the Convertible Senior Notes subject to a fixed rate of 0.25% and a portion of the revolving credit facility subject to an average fixed rate of 0.82%. Approximately $334.6 million, or 34%, remained subject to floating, or market rates. To the extent interest rates increase in future periods, our earnings could be negatively impacted by higher interest expense.

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Critical Accounting Estimates

We prepare our consolidated financial statements in conformity with U.S. generally accepted accounting principles. As such, we are required to make certain estimates, judgments and assumptions about matters that are inherently uncertain. On an ongoing basis, our management re-evaluates these estimates, judgments and assumptions for reasonableness because of the critical impact that these factors have on the reported amounts of assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the periods presented. Management has discussed the development and selection of these critical accounting estimates with the Audit Committee of our Board of Directors, and the Audit Committee has reviewed this disclosure. We believe that the following are the critical accounting estimates used in preparing our financial statements.

Intangible Asset Valuation

Accounting for business combinations requires management to make significant estimates and assumptions at the acquisition date specifically for the valuation of intangible assets. We use the multi-period excess earnings method to determine the fair value of the customer relationships and the relief-from-royalty approach to determine the fair value of the tradename and proprietary technology.
Critical estimates and assumptions in valuing certain of the intangible assets we have acquired include, but are not limited to, forecasted revenue growth rates, EBITDA margins, discount rates, customer attrition rates and royalty rates. The discount rates used to discount expected future cash flows to present value are typically derived from a weighted-average cost of capital analysis and adjusted to reflect inherent risks. Unanticipated events and circumstances may occur that could affect either the accuracy or validity of such assumptions, estimates or actual results.

Sensitivities related to the acquisition of Bevcorp, LLC ("Bevcorp")
The valuation of Bevcorp's intangible assets were based in part on the key assumptions of customer attrition rate and discount rate for customer relationship intangible assets, and royalty rate for patents and acquired technology intangible assets. The customer attrition rate was selected based on historical experience and information obtained from Bevcorp's management. An increase or decrease of 100 basis points in the customer attrition rate would result in a decrease of $12 million or an increase of $13 million, respectively, in the value of Bevcorp's customer relationship intangible assets. Additionally, an increase or decrease in the discount rate of 50 basis points would result in a decrease of $5 million or an increase of $6 million, respectively, in the value of Bevcorp's customer relationship intangible assets. The royalty rate used in the valuation of Bevcorp's trade name, patents and acquired technology intangible asset was based on a detailed analysis considering the importance of the trade name and technology to the overall enterprise and market royalty data. An increase or decrease of 50 basis points in the royalty rate would result in an increase or decrease of $5.6 million in the valuation of these assets.

Revenue Recognition

We recognize a large portion of our product revenue over time, for contracts that provide highly customized equipment and refurbishments of customer-owned equipment for which we have a contractual, enforceable right to collect payment upon customer cancellation for performance completed to date. We utilize the input method of “cost-to-cost” to recognize revenue over time which requires that we measure progress based on costs incurred to date relative to total estimated cost at completion. These cost estimates are based on assumptions and estimates to project the outcome of future events including estimated labor and material costs required to complete open projects.

Defined Benefit Pension Plans

The measurement of pension plans’ costs requires the use of assumptions for discount rates, investment returns, employee turnover rates, retirement rates, mortality rates and other factors. The actuarial assumptions used in our pension reporting are reviewed annually and compared with external benchmarks to ensure that they appropriately account for our future pension and post-retirement benefit obligations. While we believe that the assumptions used are appropriate, differences between assumed and actual experience may affect our operating results.

Our accrued pension liability reflects the funded status of our worldwide plans, or the projected benefit obligation net of plan assets. Our discount rate assumption is determined by developing a yield curve based on high quality corporate bonds with maturities matching the plan’s expected benefit payment streams. The plans’ expected cash flows are then discounted by the resulting year-by-year spot rates. The projected benefit obligation is sensitive to changes in our estimate of the discount rate. The discount rate used in calculating the projected benefit obligation for the U.S. pension plan, which represents 87% of all pension plan obligations, was 5.18% in 2022, 2.90% in 2021 and 2.57% in 2020. A decrease of 50 basis points in the discount rate used in our calculation would increase our projected benefit obligation by $11.9 million.

Our pension expense is sensitive to changes in our estimate of the expected rate of return on plan assets. The expected return on assets used in calculating the pension expense for the U.S. pension plan, which represents 94% of all pension plan assets, was 5.50% for
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2022, 5.75% for 2021 and 5.0% for 2020. For 2023, the rate is expected to be 6.25%. A change of 50 basis points in the expected return on assets assumption would impact pension expense by $1.4 million (pre-tax).

See Note 9. Pension and Post-Retirement and Other Benefit Plans of the notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data for additional discussion of our assumptions and the amounts reported in the Consolidated Financial Statements.

Recent Accounting Pronouncements

For information with respect to recent accounting pronouncements and the impact of these pronouncements on our consolidated financial statements see Note 1 of the Notes to Consolidated Financial Statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are subject to financial market risks, including fluctuations in foreign currency exchange rates and interest rates. In order to manage and mitigate our exposure to these risks, we may use derivative financial instruments in accordance with established policies and procedures. We do not use derivative financial instruments where the objective is to generate profits solely from trading activities. At December 31, 2022 and 2021, our derivative holdings consisted of foreign currency forward contracts and foreign currency instruments embedded in purchase and sale contracts and interest rate swap contracts.

These forward-looking disclosures address potential impacts from market risks only as they affect our financial instruments. They do not include other potential effects resulting from changes in foreign currency exchange rates, interest rates, commodity prices or equity prices that could impact our business.

Foreign Currency Exchange Rate Risk

During 2022, our foreign subsidiaries generated 36% of our revenue. Financial statements of our foreign subsidiaries for which the U.S. dollar is not the functional currency are translated into U.S. dollars. As a result, we are exposed to foreign currency translation risk.

When we sell or purchase products or services, transactions are frequently denominated in currencies other than an operation’s functional currency. As a result, we are exposed to foreign currency transaction risk. When foreign currency exposures exist, we may enter into foreign exchange forward instruments with third parties to economically hedge foreign currency exposures. Our hedging policy reduces, but does not entirely eliminate, the impact of foreign currency exchange rate movements. We do not apply hedge accounting for our foreign currency forward instruments.

We economically hedge our recognized foreign currency assets and liabilities to reduce the risk that our earnings and cash flows will be adversely affected by fluctuations in foreign currency exchange rates. We expect any gains or losses in the hedging portfolio to be substantially offset by a corresponding gain or loss in the underlying exposures being hedged. We also economically hedge firmly committed anticipated transactions in the normal course of business. As these are not offset by an underlying balance sheet position being hedged, our earnings can be significantly impacted on a periodic basis by the change in the unrealized value of these hedges.

We use a sensitivity analysis to measure the impact of an immediate 10% adverse movement in the foreign currency exchange rates. This calculation assumes that each exchange rate would change in the same direction relative to the U.S. dollar and all other variables are held constant. We expect that changes in the fair value of derivative instruments will offset the changes in fair value of the underlying assets and liabilities on the balance sheet. A 10% adverse movement in the foreign currency exchange rates would reduce the value of our derivative instruments by $5.1 million (pre-tax) as of December 31, 2022. This amount would be reflected in our net income but would be significantly offset by the changes in the fair value of the underlying hedged assets and liabilities.

In July 2018, we entered into a series of cross-currency swaps with an aggregate notional of $116.4 million (€100 million) to hedge the currency exchange component of net investments in certain foreign subsidiaries. The aggregate fair value of these swaps was an asset position of $9.9 million at December 31, 2022. We use a sensitivity analysis to measure the impact of an immediate 10% adverse movement in the foreign currency exchange rates underlying these swaps. A hypothetical 10% adverse movement in the currency exchange rates underlying these swaps from the market rate at December 31, 2022 would have resulted in a loss in value of the swaps by $10.7 million.
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Market Risk and Interest Rate Risk
Our borrowings from the revolving credit facility subject us to market risk associated with movements in interest rates. We had $334.6 million in variable rate debt outstanding at December 31, 2022. A hypothetical 10% adverse movement in the interest rate will increase our annual interest expense by $1.7 million.

As of December 31, 2022, we had four interest rate swaps executed in March 2020 with a combined notional amount of $200 million expiring in April 2025, and one interest rate swap executed in May 2020 with a notional amount of $50 million expiring in May 2025. We have designated these swaps as cash flow hedges and all changes in fair value of the swaps are recognized in Accumulated other comprehensive income (loss). We use a sensitivity analysis to measure the impact on fair value of the interest rate swaps of an immediate adverse movement in the interest rates of 50 basis points. This analysis was based on a modeling technique that measures the hypothetical market value resulting from a 50 basis point change in interest rates. This adverse change in the applicable interest rates would result in a decrease of $2.5 million in the net fair value of our interest rate swaps for $250 million of notional value expiring in 2025.

In May 2021, we issued $402.5 million aggregate principal amount of Convertible Senior Notes (the “Notes”) due 2026. We do not have economic interest rate exposure as the Notes have a fixed annual rate of 0.25%. The fair value of the Notes is subject to interest rate risk, market risk and other factors due to its conversion feature. The fair value of the Notes is also affected by the price and volatility of our common stock and will generally increase or decrease as the market price of our common stock changes. The interest and market value changes affect the fair value of the Notes but do not impact our financial position, cash flows or results of operations due to the fixed nature of the debt obligation. Additionally, we carry the Notes at face value, less any unamortized issuance costs, on the balance sheet and present the fair value for disclosure purposes only.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of John Bean Technologies Corporation

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of John Bean Technologies Corporation and its subsidiaries (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2022, including the related notes and schedule of valuation and qualifying accounts for each of the two years in the period ended December 31, 2022 listed in the index appearing under Item 15(a) (2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audit of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

As described in Management’s Annual Report on Internal Control over Financial Reporting, management has excluded Alco-food-machines GmbH & Co. KG ("Alco") and Bevcorp, LLC ("Bevcorp") from its assessment of internal control over financial reporting as of December 31, 2022, because they were acquired by the Company in purchase business combinations during 2022. We have also excluded Alco and Bevcorp from our audit of internal control over financial reporting. Alco and Bevcorp are wholly-owned subsidiaries whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting collectively represent 5.3% and 2.4%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2022.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition - Product Revenue Estimated Costs at Completion

As described in Note 1 to the consolidated financial statements, the Company recognized $740.7 million of product revenue for the year ended December 31, 2022, for over time projects using the “cost-to-cost” input method. Revenue is recognized over time for refurbishments of customer-owned equipment and for highly customized equipment for which the Company has a contractual, enforceable right to collect payment upon customer cancellation for performance completed to date. As disclosed by management, the "cost-to-cost" input method requires that management measure progress based on costs incurred to date relative to total estimated cost at completion. Cost estimates are based on assumptions and estimates to project the outcome of future events; including estimated labor and material costs required to complete open projects.

The principal considerations for our determination that performing procedures relating to revenue recognition - product revenue estimated costs at completion is a critical audit matter are (i) the significant judgment by management when determining the estimated costs at completion, and (ii) the high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s assumptions related to estimated labor and material costs required to complete open projects.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the product revenue recognition process, including controls over the determination of estimated costs at completion. These procedures also included, among others, evaluating and testing management’s process for determining the estimated costs at completion for a sample of contracts, which included evaluating the reasonableness of assumptions related to the estimated labor and material costs required to complete open projects used by management and considering the factors that can affect the accuracy of those estimates. Evaluating the reasonableness of assumptions used involved assessing management’s ability to reasonably estimate costs at completion by (i) testing the completeness and accuracy of underlying data used in the estimate; (ii) performing a comparison of the originally estimated and actual costs incurred on similar completed contracts; (iii) evaluating the timely identification of circumstances that may warrant a modification to estimated costs at completion; and (iv) evaluating responses to inquiries with the Company’s project managers regarding the expected remaining efforts.

Acquisition of Bevcorp – Valuation of Customer Relationship Intangible Asset

As described in Note 2 to the consolidated financial statements, the Company acquired 100% voting equity of Bevcorp LLC (“Bevcorp”) for a total net consideration of $288.1 million, which resulted in $127.0 million of a customer relationship intangible asset being recorded. As disclosed by management, management uses the multi-period excess earnings method to determine the fair value of the customer relationships. Management’s estimates and assumptions used to determine the fair value of the customer relationship intangible asset include forecasted revenue growth rates, EBITDA margins, customer attrition rate and the discount rate.

The principal considerations for our determination that performing procedures relating to the valuation of the customer relationship intangible asset from the acquisition of Bevcorp is a critical audit matter are the (i) the significant judgment by management when developing the fair value estimate of the customer relationship intangible asset acquired; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to forecasted revenue growth rates, EBITDA margins, customer attrition rate and the discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the customer relationship intangible asset acquired. These procedures also included, among others (i) reading the purchase agreement; (ii) testing management’s process for developing the fair value estimate of the customer relationship intangible asset acquired; (iii) evaluating the appropriateness of the multi-period excess earnings method; (iv) testing the completeness and accuracy of underlying data used in the valuation method; and (v) evaluating the reasonableness of the significant assumptions used by management related to forecasted revenue growth rates, EBITDA margins, customer attrition rate and the discount rate. Evaluating the reasonableness of management’s significant assumptions related to forecasted revenue growth rates, EBITDA margins and the customer attrition rate involved considering (i) the current and past performance of the acquired business; (ii) the consistency with external market and industry data; and (iii) whether the assumptions
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were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of (i) the appropriateness of the Company's multi-period excess earnings method and (ii) the reasonableness of the assumptions related to customer attrition rate and the discount rate.


/s/ PricewaterhouseCoopers LLP

Chicago, Illinois
February 23, 2023

We have served as the Company's auditor since 2021.
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Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors
John Bean Technologies Corporation:

Opinion on the Consolidated Financial Statements

We have audited the consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows of John Bean Technologies Corporation and subsidiaries (the Company) for the year ended December 31, 2020, and the related notes and financial statement schedule II (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of the Company’s operations and its cash flows for the year ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.


/s/ KPMG LLP


We served as the Company’s auditor from 2007 to 2021.

Chicago, Illinois
February 25, 2021
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JOHN BEAN TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
Year Ended December 31,
(In millions, except per share data)202220212020
Revenue:
Product revenue$1,873.2 $1,614.6 $1,498.3 
Service revenue292.8 253.7 229.5 
Total revenue2,166.0 1,868.3 1,727.8 
Operating expenses:
Cost of products1,343.0 1,124.1 1,029.0 
Cost of services205.7 177.4 165.1 
Selling, general and administrative expense441.9 401.1 358.5 
Restructuring expense7.0 5.6 12.1 
Operating income168.4 160.1 163.1 
Pension (income) expense, other than service cost— (1.3)3.7 
Interest expense, net14.2 8.7 13.9 
Net income before income taxes154.2 152.7 145.5 
Income tax provision23.5 34.3 36.7 
Net income$130.7 $118.4 $108.8 
Basic earnings per share:
Net income$4.08 $3.70 $3.40 
Diluted earnings per share:
Net income$4.07 $3.69 $3.39 
Weighted average shares outstanding:
Basic 32.0 32.0 32.0 
Diluted 32.1 32.1 32.1 

The accompanying notes are an integral part of the consolidated financial statements.

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Year Ended December 31,
(In millions)202220212020
Net income$130.7 $118.4 $108.8 
Other comprehensive income (loss), net of income taxes
Foreign currency translation adjustments (34.5)1.0 (8.8)
Pension and other post-retirement benefits adjustments14.6 15.9 (14.4)
Derivatives designated as hedges13.0 5.6 (3.9)
Other comprehensive income (loss)(6.9)22.5 (27.1)
Comprehensive income$123.8 $140.9 $81.7 

The accompanying notes are an integral part of the consolidated financial statements.
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JOHN BEAN TECHNOLOGIES CORPORATION
CONSOLIDATED BALANCE SHEETS
(In millions, except per share and number of shares)December 31,
2022
December 31,
2021
Assets
Current Assets:
Cash and cash equivalents$73.1 $78.8 
Trade receivables, net of allowances299.0 239.1 
Contract assets89.6 94.4 
Inventories322.5 229.1 
Other current assets85.4 77.3 
Total current assets869.6 718.7 
Property, plant and equipment, net of accumulated depreciation of $346.4 and $339.2, respectively
269.9 267.6 
Goodwill807.8 684.8 
Intangible assets, net445.4 342.6 
Other assets191.4 127.7 
Total Assets$2,584.1 $2,141.4 
Liabilities and Stockholders' Equity
Current Liabilities:
Short-term debt$0.6 $— 
Accounts payable, trade and other237.0 186.0 
Advance and progress payments194.7 190.2 
Accrued payroll58.5 56.6 
Other current liabilities130.4 117.1 
Total current liabilities621.2 549.9 
Long-term debt977.3 674.4 
Accrued pension and other post-retirement benefits, less current portion32.0 57.6 
Other liabilities90.9 109.0 
Commitments and contingencies (Note 17)
Stockholders' Equity:
Preferred stock, $0.01 par value; 20,000,000 shares authorized; no shares issued in 2022 or 2021
— — 
Common stock, $0.01 par value; 120,000,000 shares authorized; 2022: 31,861,680 issued, and 31,803,721 outstanding; 2021: 31,769,967 issued and outstanding
0.3 0.3 
Common stock held in treasury, at cost; 2022: 57,959, and 2021: 0
(5.3)— 
Additional paid-in capital220.7 214.2 
Retained earnings851.3 733.4 
Accumulated other comprehensive loss(204.3)(197.4)
Total stockholders' equity 862.7 750.5 
Total Liabilities and Stockholders' Equity$2,584.1 $2,141.4 

The accompanying notes are an integral part of the consolidated financial statements.
49


JOHN BEAN TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
(In millions)202220212020
Cash Flows From Operating Activities:
Net income$130.7 $118.4 $108.8 
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation33.4 34.9 33.8 
Amortization47.7 41.9 38.0 
Stock-based compensation10.2 6.5 1.9 
Pension and other post-retirement benefits expense1.7 0.9 5.9 
Deferred income taxes(25.8)(2.7)9.8 
LIFO expense8.9 0.9 0.1 
Other8.5 2.8 4.6 
Changes in operating assets and liabilities:
Trade receivables, net and contract assets(52.2)(29.2)62.5 
Inventories(69.0)(37.9)44.0 
Accounts payable, trade and other47.8 39.6 (61.0)
Advance and progress payments(8.1)54.9 26.1 
Accrued pension and other post-retirement benefits, net(3.5)(13.1)(12.5)
Other assets and liabilities, net12.0 7.8 (10.0)
Cash provided by operating activities142.3 225.7 252.0 
Cash Flows From Investing Activities:
Acquisitions, net of cash acquired(329.7)(224.5)(4.5)
Capital expenditures(87.6)(54.1)(34.3)
Proceeds from disposal of assets1.2 5.7 1.5 
Cash required by investing activities(416.1)(272.9)(37.3)
Cash Flows From Financing Activities:
Net proceeds from short-term debt0.4 (2.5)1.5 
Payment in connection with modification of credit facilities— (323.4)— 
Net proceeds (payments) from domestic credit facilities, net of debt issuance costs292.3 83.1 (193.9)
Proceeds from issuance of 2026 convertible senior notes, net of issuance costs— 391.4 — 
Purchase of convertible bond hedge    — (65.6)— 
Proceeds from sale of warrants— 29.5 — 
Settlement of taxes withheld on equity compensation awards(1.3)(2.2)(2.2)
Common stock repurchases(7.7)— — 
Dividends(13.1)(12.8)(12.8)
Acquisition date earnout liability and other deferred acquisition payments— (16.7)— 
Cash provided (required) by financing activities270.6 80.8 (207.4)
Effect of foreign exchange rate changes on cash and cash equivalents(2.5)(2.3)0.7 
(Decrease) increase in cash and cash equivalents(5.7)31.3 8.0 
Cash and cash equivalents, beginning of period78.8 47.5 39.5 
Cash and cash equivalents, end of period$73.1 $78.8 $47.5 
Supplemental Cash Flow Information:
Interest paid$14.6 $10.0 $14.2 
Income taxes paid43.6 44.3 36.4 
Non-cash investing in capital expenditures, accrued but not paid11.8 9.3 — 
Acquisition - deferred consideration (non-cash)— — 2.2 
The accompanying notes are an integral part of the consolidated financial statements.
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JOHN BEAN TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(In millions)Common StockCommon Stock
Held in Treasury
Additional Paid-In CapitalRetained EarningsAccumulated Other Comprehensive Income(Loss)Total Equity
December 31, 2019$0.3 $(12.6)$241.8 $532.8 $(192.8)$569.5 
Net income— — — 108.8 — 108.8 
Issuance of treasury stock— 11.6 (11.6)— — — 
Common stock cash dividends, $0.40 per share
— — — (12.8)— (12.8)
Foreign currency translation adjustments, net of income taxes of $1.9
— — — — (8.8)(8.8)
Derivatives designated as hedges, net of income taxes of $1.4
— — — — (3.9)(3.9)
Pension and other post-retirement liability adjustments, net of income taxes of $5.2
— — — — (14.4)(14.4)
Stock-based compensation expense— — 1.9 — — 1.9 
Taxes withheld on issuance of stock-based awards— — (2.2)— — (2.2)
Adoption of ASC 326— — — (1.0)— (1.0)
December 31, 20200.3 (1.0)229.9 627.8 (219.9)637.1 
Net income— — — 118.4 — 118.4 
Issuance of treasury stock— 1.0 (1.0)— — — 
Common stock cash dividends, $0.40 per share
— — — (12.8)— (12.8)
Foreign currency translation adjustments, net of income taxes of $(1.6)
— — — — 1.0 1.0 
Derivatives designated as hedges, net of income taxes of $(2.0)
— — — — 5.6 5.6 
Pension and other post-retirement liability adjustments, net of income taxes of $(5.5)
— — — — 15.9 15.9 
Proceeds from sale of warrants— — 29.5 — — 29.5 
Purchase of convertible bond hedge, net of income tax of $17.1
— — (48.5)— — (48.5)
Stock-based compensation expense— — 6.5 — — 6.5 
Taxes withheld on issuance of stock-based awards— — (2.2)— — (2.2)
December 31, 20210.3 — 214.2 733.4 (197.4)750.5 
Net income— — — 130.7 — 130.7 
Issuance of treasury stock— 2.4 (2.4)— — — 
Share repurchases— (7.7)— — — (7.7)
Common stock cash dividends, $0.40 per share
— — — (12.8)— (12.8)
Foreign currency translation adjustments, net of income taxes of $(1.2)
— — — — (34.5)(34.5)
Derivatives designated as hedges, net of income taxes of $(4.6)
— — — — 13.0 13.0 
Pension and other post-retirement liability adjustments, net of income taxes of $(4.6)
— — — — 14.6 14.6 
Stock-based compensation expense— — 10.2 — — 10.2 
Taxes withheld on issuance of stock-based awards— — (1.3)— — (1.3)
December 31, 2022$0.3 $(5.3)$220.7 $851.3 $(204.3)$862.7 

The accompanying notes are an integral part of the consolidated financial statements.
51


JOHN BEAN TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation

The consolidated financial statements include the accounts of John Bean Technologies Corporation (JBT, we, or the Company) and all wholly-owned subsidiaries. All intercompany investments, accounts, and transactions have been eliminated.

Use of estimates

Preparation of financial statements that follow U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Cash and cash equivalents

Cash and cash equivalents consist of cash and highly liquid investments with original maturities of three months or less.

Allowance for credit losses

The Company adopted ASC 326, Measurement of Credit Losses on Financial Instruments, as of January 1, 2020 with the cumulative-effect transition method with the required prospective approach. The measurement of expected credit losses under the Current Expected Credit Loss ("CECL") methodology is applicable to financial assets measured at amortized cost, which includes trade receivables, contract assets, and non-current receivables. An allowance for credit losses under the CECL methodology is determined using the loss rate approach and measured on a collective (pool) basis when similar risk characteristics exist. Where financial instruments do not share risk characteristics, they are evaluated on an individual basis. The CECL allowance is based on relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. The allowance for credit losses as of December 31, 2022 and 2021 was $8.0 million and $6.0 million, respectively.

Inventories

Inventories are stated at the lower of cost or net realizable value, which includes an estimate for excess and obsolete inventories. Inventory costs include those costs directly attributable to products, including all manufacturing overhead but excluding costs to distribute. Cost is determined on the last-in, first-out (“LIFO”) basis for certain of our domestic inventories. We exclude certain inventories relating to over time contracts, which are stated at the actual production cost incurred to date, reduced by the portion of these costs identified with revenue recognized. The first-in, first-out (“FIFO”) method is used to determine the cost for all other inventories.

Property, plant, and equipment

Property, plant, and equipment are recorded at cost. Depreciation for financial reporting purposes is provided principally on the straight-line basis over the estimated useful lives of the assets (land improvements—20 to 35 years; buildings—20 to 50 years; and machinery and equipment—3 to 20 years). Gains and losses are reflected in the Selling, general and administrative expense on the Consolidated Statements of Income upon the sale or retirement of assets. Expenditures that extend the useful lives of property, plant, and equipment are capitalized and depreciated over the estimated new remaining life of the asset. Leasehold improvements are recorded at cost and depreciated over the standard life of the type of asset or the remaining life of the lease, whichever is shorter.

Capitalized software costs

We capitalize costs incurred to purchase software or internal and external costs incurred during the application development stage of software projects. These costs are amortized on a straight-line basis over the estimated useful lives of the assets. For capitalized software, the useful lives range from three to ten years.

We capitalize costs incurred with the implementation of a cloud computing arrangement that is a service contract, consistent with our policy for software developed or obtained for internal use.
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Goodwill

The Company tests goodwill for impairment annually during the fourth quarter and whenever events occur or changes in circumstances indicate that impairment may have occurred. Impairment testing is performed for each of the Company's reporting units by first assessing qualitative factors to see if further testing of goodwill is required. Qualitative factors may include, but are not limited to economic conditions, industry and market considerations, cost factors, overall financial performance of the reporting units and other entity and reporting unit specific events. If the Company concludes that it is more likely than not that a reporting unit’s fair value is less than its carrying amount based on the qualitative assessment, then a quantitative test is required. The Company may also choose to bypass the qualitative assessment and perform the quantitative test. In performing the quantitative test, the Company determines the fair value of a reporting unit using the “income approach” valuation method. The Company uses a discounted cash flow model in which cash flows anticipated over several periods, plus a terminal value at the end of that time horizon, are discounted to their present value using an appropriate cost of capital rate. Judgment is required in developing the assumptions for the discounted cash flow model. These assumptions include revenue growth rates, profit margin percentages, discount rates, perpetuity growth rates, future capital expenditures, and working capital requirements, among others. If the estimated fair value of a reporting unit exceeds its carrying value, the Company considers that goodwill is not impaired.The Company calculates the impairment loss by comparing the fair value of the reporting unit less its carrying amount, including goodwill, and would be limited to the carrying value of the goodwill.

The Company completed its annual goodwill impairment test as of October 31, 2022 using a qualitative assessment approach. As a result of this assessment the Company concluded that it is more likely than not that the fair value of each reporting unit exceeds its carrying value, and therefore it determined that none of its goodwill was impaired. Similar conclusions were reached as of October 31, 2021 and 2020.

Acquired intangible assets

Intangible assets with finite useful lives are subject to amortization on a straight-line basis over the expected period of economic benefit, which range from less than 4 years to 24 years. The Company evaluates whether events or circumstances have occurred that warrant a revision to the remaining useful lives of intangible assets. In cases where a revision is deemed appropriate, the remaining carrying amounts of the intangible assets are amortized over the revised remaining useful life.

The carrying values of intangible assets with indefinite lives are reviewed for recoverability on an annual basis, and whenever events occur or changes in circumstances indicate that impairment may have occurred. The facts and circumstances considered include an assessment of the recoverability of the cost of intangible assets from future cash flows to be derived from the use of the asset. It is not possible to predict the likelihood of any possible future impairments or, if such an impairment were to occur, the magnitude of any impairment. However, any potential impairment would be limited to the carrying value of the indefinite-lived intangible asset.

For intangible assets with indefinite lives, the Company also evaluates whether events or circumstances have occurred that warrant a revision of their useful lives from an indefinite life to finite useful life. In cases where a revision is deemed appropriate, the carrying amounts of such intangible assets are amortized over the revised finite useful life.

The Company completed its annual evaluation for impairment of all indefinite-lived intangible assets as of October 31, 2022, which did not result in any impairment. Similar conclusions were reached as of October 31, 2021 and 2020.

Impairment of long-lived assets

Long-lived assets other than goodwill and acquired indefinite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the long-lived asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If it is determined that an impairment loss has occurred, the loss is measured as the amount by which the carrying amount of the long-lived asset exceeds its fair value.

We have evaluated the current environment as of December 31, 2022 and the year then ended and have concluded there is no event or circumstance that has caused an impairment of our long-lived assets. We will continue to monitor the environment to determine whether the impacts to the Company represent an event or change in circumstances that may trigger a need to assess for useful life revision or impairment.

Revenue recognition

Revenue is measured based on consideration specified in a contract with a customer, and excludes any sales incentives and amounts collected on behalf of third parties when the Company is acting in an agent capacity. The Company recognizes revenue when it satisfies a performance obligation by transferring control of a product or service to a customer.
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Performance Obligations & Contract Estimates

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation based on its respective stand-alone selling price and recognized as revenue when, or as, the performance obligation is satisfied. A large portion of revenue across the Company is derived from manufactured equipment, which may be customized to meet customer specifications.

The Company's contracts with customers in both segments often include multiple promised goods and/or services. For instance, a contract may include equipment, installation, optional warranties, periodic service calls, etc. The Company frequently has contracts for which the equipment and installation are considered a single performance obligation. In these instances the installation services are not separately identifiable as the installation goes above and beyond the basic assembly, set-up and testing and therefore significantly customizes or modifies the equipment. However, the Company also has contracts where the installation services are deemed to be separately identifiable as the nature of these services are considered basic assembly, set-up and testing, and are therefore deemed to be a separate performance obligation. This generally occurs in contracts where the Company manufactures standard equipment.

When a performance obligation is separately identifiable, as defined in ASC 606, Revenue from Contracts with Customers, the Company allocates a portion of the contract price to the obligation and recognizes it separately from the other performance obligations. Contract price allocation among multiple performance obligations is based on the relative standalone selling price of each distinct good or service in the contract. When not sold separately, an estimate of the standalone selling price is determined using expected cost plus a reasonable margin.

The timing of revenue recognition for each performance obligation is either over time as control transfers or at a point in time. The Company recognizes revenue over time for contracts that provide service over a period of time, for refurbishments of customer-owned equipment, and for highly customized equipment for which the Company has a contractual, enforceable right to collect payment upon customer cancellation for performance completed to date. Revenue generated from standard equipment, highly customized equipment contracts without an enforceable right to payment for performance completed to date, as well as aftermarket parts and services sales, are recognized at a point in time.

The Company utilizes the input method of “cost-to-cost” to recognize product revenue over time. The Company measures progress based on costs incurred to date relative to total estimated cost at completion. Incurred cost represents work performed, which corresponds with, and therefore depicts, the transfer of control to the customer. Contract costs include labor, material, and certain allocated overhead expense. Material costs are considered incurred, and therefore included in the cost-to-cost measure of progress, when they are used in manufacturing and therefore customize the asset. Cost estimates are based on assumptions and estimates to project the outcome of future events; including the estimated labor and material costs required to complete open projects. During the year, we recognized $740.7 million in revenue for over time projects using the cost-to-cost method.

Revenue attributable to equipment which qualifies as point in time is recognized when customers take control of the asset. For equipment where installation is separately identifiable, the Company generally determines that control transfers when the customer has obtained legal title and the risks and rewards of ownership, which is dependent upon the shipping terms within the contract. For customized equipment where installation is not separately identifiable, but where the Company does not have an enforceable right to payment for performance completed to-date, it defines control transfer as the point in time in which it is able to objectively verify that the customer has the capability of full use of the asset as intended per the contract as this is when control is considered to have passed to the customer. Service revenue is recognized over time either proportionately over the period of the underlying contract or when services are complete, depending on the terms of the arrangement.

Any expected losses for a contract are charged to earnings, in total, in the period such losses are identified.

The Company generally bills customers in advance, and progress billings generally are issued upon the completion of certain phases of the work as stipulated in the contract. The Company may extend credit to customers in line with industry standards where it is strategically advantageous.

Within the AeroTech segment, maintenance and repair service for baggage handling systems, facilities, gate systems, and ground support equipment is provided. The timing of contract billings is concurrent with the completion of the services, and therefore the Company has availed itself of the practical expedient that allows it to recognize revenue commensurate with the amount to which it has a right to invoice, which corresponds directly to the value to the customer of performance completed to date.

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Research and development

The objectives of the research and development programs are to create new products and business opportunities in relevant fields, and to improve existing products. Research and development costs are expensed as incurred. Research and development expense of $29.4 million, $29.9 million, and $29.3 million for 2022, 2021 and 2020, respectively, is recorded in selling, general and administrative expense.

Income taxes

The Company’s provision for income taxes includes amounts payable or refundable for the current year, the effects of deferred taxes and impacts from uncertain tax positions, if applicable. We establish deferred tax liabilities or assets for temporary differences between financial and tax reporting basis and subsequently adjust them to reflect changes in tax rates expected to be in effect when the temporary differences reverse. We record a valuation allowance reducing deferred tax assets when it is more likely than not that such assets will not be realized. Valuation allowances are evaluated periodically and may be subject to change in future reporting periods.

We recognize tax benefits in our financial statements from uncertain tax positions only if it is more likely than not that the tax position will be sustained based on the technical merits of the position. The amount we recognize is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon resolution. Future changes related to the expected resolution of uncertain tax positions could affect tax expense in the period when the change occurs. Interest and penalties related to underpayment of income taxes are classified as income tax expense.

We monitor for changes in tax laws and reflect the impacts of tax law changes in the period of enactment. When there is refinement to tax law changes in subsequent periods, we account for the new guidance in the period when it becomes known.

Stock-based employee compensation

The Company measures compensation cost on restricted stock awards based on the market price of common stock at the grant date and the number of shares awarded. The compensation cost for each award is recognized ratably over the lesser of the stated vesting period or the period until the employee becomes retirement eligible, after taking into account forfeitures.

Foreign currency

Financial statements of operations for which the U.S. dollar is not the functional currency are translated to the U.S. dollar prior to consolidation. Assets and liabilities are translated at the exchange rate in effect at the balance sheet date, while income statement accounts are translated at the average exchange rate for each period. For these operations, translation gains and losses are recorded as a component of accumulated other comprehensive loss in stockholders’ equity until the foreign entity is sold or liquidated.

Derivative financial instruments

Derivatives are recognized in the consolidated balance sheets at fair value, with classification as current or non-current based upon the maturity of the derivative instrument. The Company does not offset fair value amounts for derivative instruments held with the same counterparty. Changes in the fair value of derivative instruments are recorded in current earnings or deferred in accumulated other comprehensive loss, depending on the type of hedging transaction and whether a derivative is designated as, and is effective as, a hedge.

In the Consolidated Statements of Income, earnings from foreign currency derivatives related to sales and remeasurement of sales-related assets, liabilities and contracts are recorded in revenue, while earnings from foreign currency derivatives related to purchases and remeasurement of purchase-related assets, liabilities and contracts are recorded in cost of products. Earnings from foreign currency derivatives related to cash management of foreign currencies throughout the world and remeasurement of cash are recorded in selling, general and administrative expenses.

When hedge accounting is applied, the Company ensures that the derivative is highly effective at offsetting changes in anticipated cash flows of the hedged item or transaction. Changes in fair value of derivatives that are designated as cash flow hedges are deferred in accumulated other comprehensive income (loss) until the underlying transactions are recognized in earnings. At such time, related deferred hedging gains or losses are also recorded in earnings on the same line as the hedged item. Effectiveness is assessed at the inception of the hedge. The Company documents the risk management strategy and method for assessing hedge effectiveness at the inception of and throughout the term of each hedge.

The Company's cross-currency swap agreements synthetically swap U.S. dollar denominated fixed rate debt for Euro denominated fixed rate debt and are designated as net investment hedges for accounting purposes. The gains or losses on these derivative instruments are included in the foreign currency translation component of other comprehensive income until the net investment is sold,
55


diluted, or liquidated. Interest payments received for the cross currency swaps are excluded from the net investment hedge effectiveness assessment and are recorded in interest expense, net on the Consolidated Statements of Income.

For derivatives with components excluded from the assessment of hedge effectiveness, the accumulated gains or losses recorded in accumulated other comprehensive income (loss) on such excluded components in a qualifying cash flow or net investment hedging relationship are reclassified to earnings on a systematic and rational basis over the hedge term.

Cash flows from derivative contracts are reported in the consolidated statements of cash flows in the same categories as the cash flows from the underlying transactions.

Leases

Lessee accounting

The Company leases office space, manufacturing facilities and various types of manufacturing and data processing equipment. Leases of real estate generally provide that the Company pays for repairs, property taxes and insurance. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on whether the contract conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. Leases are classified as operating or finance leases at the commencement date of the lease. Operating leases are included in operating lease right of use ("ROU") assets, other current liabilities, and operating lease liabilities in the consolidated Balance Sheet, which are reported within other assets, other current liabilities and other liabilities, respectively. Lease liabilities are classified between current and long-term liabilities based on their payment terms. The ROU asset balance for finance leases is included in property, plant, and equipment, net in the Balance Sheet. In accordance with the standard, the Company has elected not to recognize leases with terms of less than one year on the Balance Sheet.

ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As the implicit rate is generally not readily determinable for most of its leases, the Company uses its incremental borrowing rate at commencement date in determining the present value of lease payments. We determined the incremental borrowing rate for all leases, based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The Company used an unsecured borrowing rate and risk-adjusted that rate to approximate a collateralized rate. The operating lease ROU asset also includes prepaid rent and reflects the unamortized balance of lease incentives. Lease expense for operating leases is recognized on a straight-line basis over the lease term.

The Company elected the practical expedient to not separate lease and non-lease components for leases other than leases of vehicles and communication equipment. For the asset categories of real estate, manufacturing, office and IT equipment, the Company accounts for the lease and non-lease components as a single lease component.

The Company's leases may include renewal and termination options, which are included in the lease term if the Company concludes that it is reasonably certain that it will exercise the option. Some leases give the option to renew, with renewal terms that may extend the lease term. The exercise of lease renewal options is at the Company's sole discretion. Certain leases also include options to purchase the leased property. The depreciable life of the ROU assets are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Our lease agreements may contain variable costs such as common area maintenance, insurance, real estate taxes or other costs. Variable lease costs are expensed as incurred on the Consolidated Statements of Income.

The Company's lease agreements do not contain any material residual value guarantees.

Lessor accounting

The Company leases certain FoodTech equipment primarily, such as high capacity industrial extractors, to customers.

In most instances, the Company includes maintenance as a component of the lease agreement. Lease accounting requires lessors to separate lease and non-lease components and further defines maintenance as a non-lease component. The Company elected to exercise the available practical expedient of combining lease and non-lease components where the components meet both of the following criteria:

The timing and pattern of transfer to the lessee of the lease and non-lease component are the same, and
The lease component, if accounted for separately, would be classified as an operating lease.
56



As such, the leased asset and its respective maintenance component will not be accounted for separately.

In certain leases, consumables are included as a non-lease component. For these leases, the components do not qualify for the practical expedient as the timing and pattern of transfer to the lessee are not the same. In these instances, the non-lease component will be accounted for in accordance with ASC 606.

The Company monitors the risk associated with residual value of its leased assets. It reviews on an annual basis or more often as deemed necessary, and adjusted residual values and useful lives of equipment leased to outside parties, as appropriate. Adjustments to residual values result in an adjustment to depreciation expense. The Company's annual review is based on a long-term view considering historical market price changes, market price trends, and expected life of the equipment.

Lease agreements with the Company's customers do not contain any material residual value guarantees. Certain lease agreements include terms and conditions resulting in variable lease payments. These payments typically rely upon the usage of the underlying asset.

Certain lease agreements provide renewal options, including some leases with an evergreen renewal option. The exercise of the lease renewal option is at the sole discretion of the lessee. In most instances, the lease can only be terminated in cases of breach of contract. In these instances, termination fees do not apply. Certain lease agreements also allow the lessee to purchase the leased asset at fair market value or a specific agreed upon price. The exercise of the lease purchase option is at the sole discretion of the lessee.

Recently Adopted Accounting Standards

In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. This update requires annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. This standard is effective for fiscal years beginning after December 15, 2021 and should be applied either prospectively or retrospectively. The Company adopted the new ASU prospectively as of December 31, 2022. The adoption did not have a material impact on the Company's disclosures.

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NOTE 2. ACQUISITIONS

During 2022 and 2021, the Company acquired 100% voting equity of two and three businesses, respectively. A summary of the acquisitions made during the periods is as follows:
DateTypeCompany/Product LineLocationSegment
September 1, 2022StockBevcorp, LLC ("Bevcorp")Eastlake, OhioFoodTech
A provider of beverage processing and packaging solutions in blending, handling, filling, and closing technologies. The Bevcorp acquisition expands the Company's presence in the ready-to-drink carbonated beverage production market and provides significant cross-selling opportunity in filling and seaming food and beverage applications.
July 1, 2022Stock
Alco-food-machines GmbH & Co. KG ("Alco")
Bad Iburg, GermanyFoodTech
A provider of further food processing equipment and production lines for a broad range of food applications. The Alco acquisition extends the Company's capabilities in further processing offerings and strengthens existing full line offerings.
November 2, 2021Stock
Urtasun Tecnología Alimentaria S.L ("Urtasun")
Navarra, SpainFoodTech
A provider of fruit and vegetable processing solutions, particularly in the fresh packaged and frozen markets. The Urtasun acquisition extends the Company's capabilities in providing fruit and vegetable processing solutions.
July 2, 2021StockCMS Technology, Inc ("Prevenio")Bridgewater, New JerseyFoodTech
A provider of innovative food safety solutions primarily for the poultry industry as well as produce applications. Prevenio provides a pathogen protection solution through its anti-microbial delivery equipment that enhances food safety and integrity, and creates a safer work environment for its customers and their employees. This acquisition enhances the Company’s recurring revenue portfolio and furthers its investment in solutions that support its customers’ daily operations.
February 28, 2021StockAutoCoding Systems Ltd. ("ACS")Cheshire, U.K.FoodTech
A provider of a central command solution for the integration of packaging process devices. The ACS acquisition extends the Company's capabilities in packaging line equipment and associated devices, including coding and label inspection and verification.
Each acquisition has been accounted for as a business combination. Tangible and identifiable intangible assets acquired and liabilities assumed were recorded at their respective estimated fair values. The excess of the consideration transferred over the estimated fair value of the net assets received has been recorded as goodwill. The factors that contributed to the recognition of goodwill primarily relate to acquisition-driven anticipated cost savings and revenue enhancement synergies coupled with the assembled workforce acquired.







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Purchase price allocation for 2022 and 2021 acquisitions:
(In millions)
Bevcorp(1)
Alco(2)
Urtasun(3)
Prevenio(4)
ACS(5)
Total
Financial assets$20.8 $9.0 $8.8 $8.1 $2.9 $49.6 
Inventories33.1 11.7 3.4 0.2 0.7 49.1 
Property, plant and equipment5.5 0.9 3.2 4.1 — 13.7 
Customer relationship (6)
127.0 9.2 11.0 41.0 3.7 191.9 
Patents and acquired technology (6)
3.8 4.7 6.0 17.5 3.4 35.4 
Trademarks (6)
10.0 3.2 2.2 0.7 0.8 16.9 
Deferred taxes— — (5.7)(15.1)(0.9)(21.7)
Financial liabilities(19.7)(19.9)(7.8)(3.4)(2.9)(53.7)
Total identifiable net assets$180.5 $18.8 $21.1 $53.1 $7.7 $281.2 
Cash consideration paid$293.8 $45.1 $44.2 $173.3 $16.8 $573.2 
Cash acquired5.7 3.9 4.8 3.5 1.1 19.0 
Net consideration$288.1 $41.2 $39.4 $169.8 $15.7 $554.2 
Goodwill (7)
$113.3 $26.3 $23.1 $120.2 $9.1 $292.0 

(1)The purchase accounting for Bevcorp is provisional. The valuation of inventory, customer contract related accruals, intangibles, income tax balances and residual goodwill is not complete. These amounts are subject to adjustment as additional information is obtained within the measurement period (not to exceed 12 months from the acquisition date). During the quarter ended December 31, 2022, the Company made no significant measurement period adjustments for Bevcorp.
(2)During the quarter ended December 31, 2022, the Company refined estimates for financial assets by $(3.2) million, inventory by $(1.0) million, financial liabilities by $2.3 million, and property, plant, and equipment, customer relationship, patents and acquired technology, and trademarks by immaterial amounts. The impact of these adjustments was reflected as a net increase in goodwill of $1.4 million, and they resulted in an immaterial impact to the consolidated statement of income. As of December 31, 2022, the valuation of inventory, customer contract related accruals, intangibles, income tax balances and residual goodwill is not complete. These amounts are subject to adjustment as additional information is obtained within the measurement period (not to exceed 12 months from the acquisition date).
(3)The purchase accounting for Urtasun was final as of September 30, 2022. During the quarters ended March 31, 2022, June 30, 2022, and September 30, 2022, the Company made no significant measurement period adjustments for Urtasun.
(4)The purchase accounting for Prevenio was final as of June 30, 2022. During the quarters ended March 31, 2022 and June 30, 2022, the Company made no significant measurement period adjustments for Prevenio.
(5)The purchase accounting for ACS was final as of December 31, 2021.
(6)The acquired intangible assets are amortized on a straight-line basis over their estimated useful lives, which range from four to twenty-four years. The intangible assets acquired in 2022 and 2021 have weighted average useful lives of 22 years for trademarks, 18 years for customer relationship, and 8 years for patents and acquired technology.
(7)The Company expects goodwill of $133.7 million from these acquisitions to be deductible for income tax purposes.
During the year ended December 31, 2022, acquisitions in 2022 generated aggregate revenues of $53.7 million, and aggregate operating income of $2.0 million.

Acquisition costs recorded in selling, general and administrative expense was $7.0 million and $8.7 million for the years ended December 31, 2022 and 2021.


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NOTE 3. INVENTORIES

Inventories as of December 31, consisted of the following:
(In millions)20222021
Raw materials $123.5 $101.0 
Work in process 77.7 59.1 
Finished goods 212.6 151.8 
Gross inventories before LIFO reserves and valuation adjustments 413.8 311.9 
LIFO reserves(62.0)(53.3)
Valuation adjustments(29.3)(29.5)
Net inventories $322.5 $229.1 

Inventories accounted for under the LIFO method totaled $200.2 million and $153.7 million at December 31, 2022 and 2021, respectively.

NOTE 4. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment as of December 31, consisted of the following:
(In millions)20222021
Land and land improvements$20.2 $21.6 
Buildings136.7 138.6 
Machinery and equipment436.8 426.2 
Construction in process22.6 20.4 
616.3 606.8 
Accumulated depreciation(346.4)(339.2)
Property, plant and equipment, net$269.9 $267.6 

NOTE 5. OTHER ASSETS

Other assets as of December 31, consisted of the following:
(In millions)20222021
Capitalized software$87.0 $40.6 
Cloud computing arrangement implementation costs7.3 5.9 
Other97.1 81.2 
Total other assets$191.4 $127.7 

As of December 31, 2022 and 2021, capitalized software costs consisted of deferred costs of $127.0 million and $76.5 million, respectively and associated accumulated amortization of $40.0 million and $35.9 million, respectively. Capitalized software amortization expense was $4.5 million, $3.7 million, and $3.4 million for 2022 and 2021, and 2020, respectively.

As of December 31, 2022 and 2021, cloud computing arrangement implementation costs consisted of deferred costs of $13.0 million and $10.1 million, respectively and associated accumulated amortization of $5.7 million and $4.2 million, respectively. Amortization expense related to cloud computing arrangement implementation costs was $1.3 million, $1.6 million, and $0.9 million for 2022, 2021, and 2020, respectively.
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NOTE 6. GOODWILL AND INTANGIBLE ASSETS

The changes in the carrying amount of goodwill by business segment were as follows:
(In millions)FoodTechAeroTechTotal
Balance as of January 1, 2021$505.7 $38.2 $543.9 
Acquisitions150.9 — 150.9 
Currency translation(9.9)(0.1)(10.0)
Balance as of December 31, 2021646.7 38.1 684.8 
Acquisitions141.0 — 141.0 
Currency translation(17.5)(0.5)(18.0)
Balance as of December 31, 2022$770.2 $37.6 $807.8 

Intangible assets consisted of the following:
20222021
(In millions)Carrying AmountAccumulated AmortizationCarrying AmountAccumulated Amortization
Customer relationships$437.8 $124.1 $309.3 $102.0 
Patents and acquired technology174.4 93.9 174.5 82.0 
Trademarks57.8 17.0 47.2 15.0 
Indefinite lived intangibles assets10.4 — 10.6 — 
Other8.6 8.6 8.7 8.7 
Total intangible assets$689.0 $243.6 $550.3 $207.7 

Intangible asset amortization expense was $43.2 million, $38.2 million, and $34.6 million for 2022, 2021 and 2020, respectively. Annual amortization expense for intangible assets is estimated to be $47.3 million in 2023, $45.2 million in 2024, $44.3 million in 2025, $42.4 million in 2026, and $39.0 million in 2027.

NOTE 7. DEBT

The components of the Company's borrowings as of December 31, were as follows:
(In millions)Maturity Date20222021
Revolving credit facility (1)
December 14, 2026$584.6 $282.9 
Less: unamortized debt issuance costs(2.2)(1.2)
Revolving credit facility, net$582.4 $281.7 
Convertible senior notes (2)
May 15, 2026$402.5 $402.5 
Less: unamortized debt issuance costs(7.6)(9.8)
Convertible senior notes, net$394.9 $392.7 
Long-term debt, net$977.3 $674.4 
(1) Weighted-average interest rate at December 31, 2022 was 4.53%
(2) Effective interest rate for the Notes for the quarter ended December 31, 2022 was 0.82%
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Components of interest expense recognized for the 0.25% Convertible Senior Notes due 2026 (the "Notes") were as follows for the years ended December 31:
(In millions)20222021
Contractual interest expense$1.0 $0.6 
Interest cost related to amortization of issuance costs2.2 1.3 
Total interest expense$3.2 $1.9 

Five-year Revolving Credit Facility

On June 19, 2018, the Company entered into a Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto. The Credit Agreement provided for a $1 billion revolving credit facility that matures in June 2023. The borrowings under the Credit Agreement were used to repay in full all outstanding indebtedness under the previous credit agreement. On May 25, 2021, the Company entered into the first amendment to the
Credit Agreement to permit the issuance of the Convertible Senior Notes described below. On December 14, 2021, the Company entered into the second amendment to increase its borrowing limit from $1 billion to $1.3 billion, extend the maturity of the Credit Agreement from June 2023 to December 2026, and modified the leverage calculation to differentiate between secured debt and total debt. Revolving loans under the credit facility bear interest, at the Company's option, at 1) LIBOR (subject to a floor rate of zero) or a benchmark replacement rate, or 2) an alternative base rate (which is the greater of Wells Fargo’s Prime Rate, the Federal Funds Rate plus 50 basis points, or LIBOR plus 1%), plus, in each case, a margin dependent on the leverage ratio.

The Company is required to make periodic interest payments on borrowed amounts and to pay an annual commitment fee of 15.0 to 30.0 basis points, depending on its leverage ratio. As of December 31, 2022, the Company had $584.6 million drawn on and $709.0 million of availability under the revolving credit facility. The ability to use this availability is limited by the leverage ratio covenant described below.

The obligations under the Credit Agreement are guaranteed by the Company’s domestic and certain foreign subsidiaries and subsequently formed or acquired subsidiaries (the “Guarantors”). The obligations under the Credit Agreement are secured by a first-priority security interest in substantially all of the Guarantor’s tangible and intangible personal property and a pledge of the capital stock of permitted borrowers and certain Guarantors.
The Company's credit facility includes restrictive covenants that, if not met, could lead to renegotiation of its credit facility, a requirement to repay its borrowings, and/or a significant increase in its cost of financing. Restrictive covenants include a minimum interest coverage ratio, a maximum leverage ratio, as well as certain events of default.

Convertible Senior Notes

On May 28, 2021, the Company closed a private offering of $402.5 million aggregate principal amount of the Company's 0.25% Convertible Senior Notes due 2026 (the "Notes") to qualified institutional buyers, resulting in net proceeds of approximately $392.2 million after deducting initial purchasers’ discounts of the Notes. Interest on the Notes has accrued from May 28, 2021 and is payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2021, at a rate of 0.25% per year. The Notes will mature on May 15, 2026 unless earlier converted, redeemed or repurchased. No sinking fund is provided for the Notes.

The initial conversion rate of the Notes is 5.8958 shares of the Company's common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $169.61 per share. The conversion rate of the Notes is subject to adjustment upon the occurrence of certain specified events. In addition, upon the occurrence of a make-whole fundamental change (as defined in the indenture governing the Notes (the "Indenture")) or upon a notice of redemption, the Company will, in certain circumstances, increase the conversion rate for a holder that elects to convert its Notes in connection with such make-whole fundamental change or notice of redemption, as the case may be.

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On or after March 20, 2024, the Company has the option to redeem for cash all or part of the Notes, if the last reported sales price of the Company's common stock (the "common stock") has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides redemption notice, during any 30 consecutive trading days ending on, and including, the last trading day immediately before the date the Company sends the related redemption notice. The redemption price of each Note to be redeemed will be the principal amount of such note, plus accrued and unpaid interest to, but excluding, the redemption date. If the Company redeems less than all the outstanding Notes, at least $100 million aggregate principal amount of Notes must be outstanding and not subject to redemption as of the relevant redemption notice date.

Prior to the close of business on the business day immediately preceding February 15, 2026, the Notes are convertible at the option of the holders only under the following circumstances:

during any calendar quarter commencing after the calendar quarter ending on September 30, 2021 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;
during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the common stock and the conversion rate on each such trading day;
if the Company calls such Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the Notes called (or deemed called) for redemption; or
upon the occurrence of certain corporate events, as specified in the Indenture governing the Notes.

At any time on or after February 15, 2026, holders may convert their Notes at their option, and in multiples of $1,000 principal amount, without regard to the foregoing circumstances. Upon conversion, the Company will pay cash up to the aggregate principal amount of the Notes and for the remainder of our conversion obligation in excess of the aggregate principal amount will pay or deliver cash, shares of common stock, or a combination of cash and shares of common stock at the Company’s election.

The Notes were not convertible during the year ended December 31, 2021 and none have been converted to date. Also given the daily average market price of the common stock has not exceeded the exercise price since inception, there is no impact to the diluted earnings per share.

Upon the occurrence of a fundamental change (as defined in the Indenture), subject to certain conditions, holders may require the Company to repurchase for cash all or any portion of their Notes in multiples of $1,000 principal amounts, at its repurchase price, plus accrued and unpaid interest to, but excluding, the repurchase date.

The Notes are senior unsecured obligations and rank equally in right of payment with all of the Company's existing unsubordinated debt and senior in right of payment to any future debt that is expressly subordinated in right of payment to the Notes. The Notes will be effectively subordinated to any of the Company's existing and future secured debt to the extent of the assets securing such indebtedness.

The Indenture includes customary terms and covenants, including certain events of default after which the Notes may become due and payable immediately.

Convertible Note Hedge Transactions

The Company paid an aggregate amount of $65.6 million for the Convertible Note Hedge Transactions (the "Hedge Transactions"). The Hedge Transactions cover, subject to anti-dilution adjustments substantially similar to those in the Notes, approximately 2.4 million shares of the Company's common stock. These are the same number of shares initially underlying the Notes, at a strike price of $169.61, subject to customary adjustments. The Hedge Transactions will expire upon the maturity of the Notes, subject to earlier exercise or termination.

The Hedge Transactions are expected generally to reduce the potential dilutive effect of the conversion of the Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the converted Notes, in the event that the market price per share of the Company's common stock, as measured under the terms of the Hedge Transactions, is greater than the Hedge Transactions strike price of $169.61. The Hedge Transactions meet the criteria in ASC 815-40 to be classified within Stockholders' Equity, and therefore these transactions are not revalued after their issuance.

The Company made a tax election to integrate the Notes and the Hedge Transactions. The accounting impact of this tax election makes the Hedge Transactions deductible as original issue discount interest for tax purposes over the term of the note, and resulted in a
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$17.1 million deferred tax asset recorded as an adjustment to Additional paid-in capital on our Balance Sheet as of December 31, 2022 and 2021.

Warrant Transactions

In addition, concurrently with entering into the Hedge Transactions, the Company separately entered into privately-negotiated Warrant Transactions (the "Warrant Transactions"), whereby the Company sold to the counterparties warrants to acquire, collectively, subject to anti-dilution adjustments, 2.4 million shares of its common stock at an initial strike price of $240.02 per share. The Company received aggregate proceeds of $29.5 million from the Warrant Transactions with the counterparties, with such proceeds partially offsetting the costs of entering into the Hedge Transactions. The warrants expire in August 2026. If the market value per share of the common stock, exceeds the strike price of the warrants, the warrants will have a dilutive effect on our earnings per share, unless the Company elects, subject to certain conditions, to settle the warrants in cash. The warrants meet the criteria in ASC 815-40 to be classified within Stockholders' Equity, and therefore the warrants are not revalued after issuance.

NOTE 8. INCOME TAXES

Domestic and foreign components of income from continuing operations before income taxes for the years ended on December 31, are shown below:
(In millions)202220212020
Domestic$79.7 $71.5 $78.6 
Foreign74.5 81.2 66.9 
Income before income taxes$154.2 $152.7 $145.5 

The provision for income taxes related to income from continuing operations for the years ended on December 31, consisted of:
(In millions)202220212020
Current:
Federal$26.5 $4.2 $4.6 
State8.2 2.2 3.0 
Foreign14.6 30.6 19.3 
Total current$49.3 $37.0 $26.9 
Deferred:
Federal$(19.2)$1.0 $8.9 
State(4.2)1.5 1.5 
Foreign(2.4)(5.2)(0.6)
Total deferred$(25.8)$(2.7)$9.8 
Provision for income taxes$23.5 $34.3 $36.7 

The Company included in the tax provision for the year ended December 31, 2021 an immaterial correction of the rate applied since 2017 to a deferred tax liability associated with an investment in a subsidiary.
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Significant components of deferred tax assets and liabilities at December 31, were as follows:
(In millions)20222021
Deferred tax assets attributable to:
Accrued pension and other postretirement benefits$8.8 $14.2 
Accrued expenses and accounts receivable allowances16.2 18.6 
Net operating loss carryforwards9.0 9.5 
Inventories13.2 9.0 
Stock-based compensation4.2 3.3 
Operating lease liabilities10.6 8.9 
Convertible bond11.7 15.2 
Research and development costs24.7 — 
Research and development credit carryforwards5.5 4.6 
Foreign tax credit carryforwards1.2 0.9 
Other3.2 0.1 
Total deferred tax assets$108.3 $84.3 
Valuation allowance(3.9)(4.9)
Deferred tax assets, net of valuation allowance$104.4 $79.4 
Deferred tax liabilities attributable to:
Investment in subsidiary$9.3 $10.0 
Property, plant and equipment26.0 24.9 
Goodwill and intangibles71.6 75.0 
Right to use lease assets10.6 8.8 
Net investment hedges7.7 2.0 
Total deferred tax liabilities$125.2 $120.7 
Net deferred tax liabilities$(20.8)$(41.3)

Included in deferred tax assets are tax benefits related to net operating loss carryforwards attributable to foreign and domestic operations. The net tax effect of state and foreign loss carryforwards at year-end 2022 totaled $9.0 million. Of this amount, $7.7 million are available to offset future taxable income in several foreign jurisdictions indefinitely, and $1.3 million are available to offset future taxable income through 2026. Of the tax effected losses, approximately $1.4 million in Switzerland and the Netherlands are subject to a full valuation allowance, as management has concluded that, based on the available evidence, it is more likely than not that the deferred tax assets will not be fully utilized.

Included in deferred tax assets at December 31, 2022 are $5.5 million of research and development credit carryforwards, of which $5.2 million are U.S. state credits that will expire beginning in 2028, if unused. Of the $5.2 million, approximately $2.0 million are subject to a full valuation allowance, as management has concluded that, based on the available evidence, it is more likely than not that the deferred tax assets will not be fully utilized.


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The effective income tax rate was different from the statutory U.S. federal income tax rate due to the following:
202220212020
Statutory U.S. federal tax rate21%21%21%
Net difference resulting from:
Research and development tax credit(5)(4)(5)
Foreign earnings subject to different tax rates232
Nondeductible expenses12
State income taxes223
Foreign tax credits(5)(2)(4)
Foreign withholding taxes111
Effect of UK law change3
Global intangible low-taxed income (GILTI)53
Stock based compensation - excess tax benefit(2)
Remeasurement of deferred tax liability(3)
Valuation allowance on state tax credit1
Other(5)2
Total difference(6)%1%4%
Effective income tax rate15%22%25%

The Company considers the unremitted earnings of certain foreign subsidiaries indefinitely reinvested. With respect to these subsidiaries, the Company has not provided deferred taxes on unremitted earnings of approximately $232 million. The amount of unrecognized deferred tax liabilities associated with these earnings is approximately $3 million.

As of December 31, 2022, the Company has recorded estimated deferred taxes of $9.3 million for income and withholding taxes related to the Company's foreign subsidiaries that are not permanently reinvested.

The Company has not recorded any unrecognized deferred tax benefits, as the Company does not believe it has any positions that meet the criteria for establishing an uncertain tax position liability.

In our major jurisdictions, including the United States, Belgium, Brazil, the Netherlands, Sweden, and the United Kingdom, tax years are typically subject to examination for three to five years.

NOTE 9. PENSION AND POST-RETIREMENT AND OTHER BENEFIT PLANS

The Company sponsors qualified and nonqualified defined benefit pension plans that together cover many of its U.S. employees. The plans provide defined benefits based on years of service and final average salary. The Company also sponsors a noncontributory plan that provides post-retirement life insurance benefits ("OPEB") to some of its U.S. employees. Non-U.S. based employees are eligible to participate in either Company-sponsored or government-sponsored benefit plans to which the Company contributes. The Company also sponsors separate defined contribution plans that cover substantially all of its U.S. employees and some non-U.S. employees.

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The funded status of is pension plans, together with the associated balances recognized in its consolidated financial statements as of December 31, 2022 and 2021, were as follows:
(In millions)20222021
Projected benefit obligation at January 1$357.7 $384.0 
Service cost1.7 2.2 
Interest cost7.4 6.4 
Actuarial (gain) loss(76.2)(13.8)
Plan participants' contributions0.2 0.2 
Benefits paid(16.9)(16.5)
Currency translation adjustments(4.7)(4.8)
Projected benefit obligation at December 31$269.2 $357.7 
Fair value of plan assets at January 1$301.7 $290.8 
Company contributions3.3 13.0 
Actual return on plan assets(49.7)15.3 
Plan participants' contributions0.2 0.2 
Benefits paid(16.9)(16.5)
Currency translation adjustments(0.9)(1.1)
Fair value of plan assets at December 31$237.7 $301.7 
Funded status of the plans (liability) at December 31$(31.5)$(56.0)
Amounts recognized in the Consolidated Balance Sheets at December 31
Other current liabilities(1.5)(0.9)
Accrued pension and other post-retirement benefits, less current portion(30.0)(55.1)
Net amount recognized$(31.5)$(56.0)

The liability associated with the OPEB plan included in the consolidated financial statements was $2.3 million and $2.6 million as of December 31, 2022 and 2021, respectively.

Amounts recognized in accumulated other comprehensive loss at December 31, 2022 and 2021 were $177.3 million and $196.2 million, respectively for pensions, and $(0.4) million and $(0.2) million for the OPEB plan, respectively. These amounts were primarily unrecognized actuarial gains and losses.

The accumulated benefit obligation for all pension plans was $265.0 million and $350.6 million at December 31, 2022 and 2021, respectively. All pension plans had accumulated benefit obligations in excess of plan assets as of December 31, 2022. For the year ended December 31, 2022, accumulated benefit obligation for the pension plans decreased primarily due to actuarial gains incurred from the increase in discount rates driven by an increase in bond yields.

Pension costs (income) for the years ended December 31, were as follows:
(In millions)202220212020
Service cost$1.7 $2.2 $2.2 
Interest cost7.4 6.4 8.7 
Expected return on plan assets(15.7)(15.6)(13.1)
Amortization of net actuarial loss 8.0 7.7 8.1 
Settlement loss recognized0.2 0.1 — 
Total costs $1.6 $0.8 $5.9 

OPEB plan costs were not material for the years ended December 31, 2022, 2021, and 2020.
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Pre-tax changes in projected benefit obligations and plan assets recognized in other comprehensive loss during 2022 for the OPEB plan were not material and for the pension plans were as follows:
(In millions)Pensions
Actuarial gain$(10.7)
Amortization of net actuarial loss(8.2)
Net income recognized in other comprehensive income$(18.9)
Total recognized in net periodic benefit cost and other comprehensive income$(17.3)

The Company uses a corridor approach to recognize actuarial gains and losses that result from changes in actuarial assumptions. The corridor approach defers all actuarial gains and losses resulting from changes in assumptions in other accumulated other comprehensive income (loss), such as those related to changes in the discount rate and differences between actual and expected returns on plan assets. These unrecognized gains and losses are amortized when the net gains and losses exceed 10% of the higher of the market-related value of the assets or the projected benefit obligation for each respective plan. The amortization is on a straight-line basis over the life expectancy of the plan’s participants for the frozen plans and the expected remaining service periods for the other plans.

Beginning in 2010, the U.S. defined benefit plans were frozen to new entrants and future benefit accruals for non-union participants were discontinued.

The following weighted-average assumptions were used to determine the benefit obligations for the pension plans:
202220212020
Discount rate5.02%2.67%2.31%
Rate of compensation increase2.55%3.77%3.07%

The following weighted-average assumptions were used to determine net periodic benefit cost for the pension plans:
202220212020
Discount rate2.86%2.32%2.98%
Rate of compensation increase2.55%3.77%3.07%
Expected rate of return on plan assets5.42%5.58%4.86%

The estimate of the expected rate of return on plan assets is based primarily on the historical performance of plan assets, asset allocation, current market conditions and long-term growth expectations.

Plan assets

The Company's pension investment strategy balances the requirements to generate returns using higher-returning assets, such as equity securities, with the need to control risk in the pension plan with less volatile assets, such as fixed-income securities. Risks include, among others, the likelihood of the pension plans being underfunded, thereby increasing their dependence on Company contributions. The assets are managed by professional investment firms and performance is evaluated against specific benchmarks.

Target asset allocations and actual allocations as of December 31, 2022 and 2021 were as follows:
Target20222021
Equity
10% - 40%
29%36%
Fixed income
40% - 70%
64%59%
Real estate and other
0% - 15%
6%4%
Cash
0% - 10%
1%1%
100%100%

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Actual pension plans’ asset holdings by category and level within the fair value hierarchy are presented in the following table:
As of December 31, 2022As of December 31, 2021
(In millions)TotalLevel 1Level 2TotalLevel 1Level 2
Cash and cash equivalents$2.8 $2.8 $— $2.4 $2.4 $— 
Equity securities:
All caps(1)
15.6 — 15.6 25.6 — 25.6 
International(2)
39.2 — 39.2 64.8 — 64.8 
Infrastructure(3)
10.3 10.3 — 14.8 14.8 — 
Fixed income securities:
Government securities(4)
32.5 — 32.5 34.6 — 34.6 
Corporate bonds(5)
109.3 — 109.3 135.1 8.0 127.1 
Other investments(6)
13.7 — 13.7 12.7 — 12.7 
Total assets at fair value$223.4 $13.1 $210.3 $290.0 $25.2 $264.8 
Investments valued using NAV as a practical expedient(7)
14.3 11.8 
Total assets$237.7 $301.8 

(1)Includes funds that invest in large, medium and small cap equity securities.
(2)Includes funds that invest primarily in international equity securities.
(3)Includes funds that invest primarily in infrastructure equity securities.
(4)Includes U.S. government securities and funds that invest primarily in U.S. government bonds, including treasury inflation protected securities.
(5)Includes funds that invest in investment grade bonds, high yield bonds and mortgage-backed fixed income securities.
(6)Includes funds that invest primarily in commodities and investments in insurance contracts held by the Company's foreign pension plans.
(7)As of December 31, 2021, the Company elected the practical expedient to characterize certain new investments which are measured at net asset values ("NAV") that have not been classified in the fair value hierarchy.
The fair value of assets classified as Level 1 is based on unadjusted quoted prices in active markets for identical assets. The fair value of assets classified as Level 2 is based on quoted prices for similar assets or based on valuations made using inputs that are either directly or indirectly observable as of the reporting date. As of December 31, 2021, such inputs include net asset values reported at a minimum on a monthly basis by investment funds or contract values provided by the issuing insurance company. The Company is able to sell any of its investment funds with notice of no more than 30 days. For more information on the fair value hierarchy, see Note 16. Fair Value of Financial Instruments.

Contributions

The Company expects to contribute $14.5 million to its pension and other post-retirement benefit plans in 2023. The pension contributions will be primarily for the U.S. qualified pension plan. All of the contributions are expected to be in the form of cash.

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Estimated future benefit payments
The following table summarizes expected benefit payments from various pension benefit plans through 2032. Actual benefit payments may differ from expected benefit payments.
(In millions)Pensions
2023$18.1 
202419.0 
202520.8 
202619.9 
202720.1 
2028-203299.3 

Savings Plans

U.S. and some international employees participate in defined contribution savings plans that the Company sponsors. These plans generally provide company matching contributions on participants’ voluntary contributions and/or company non-elective contributions. Additionally, certain highly compensated employees participate in a non-qualified deferred compensation plan, which also allows for company matching contributions and company non-elective contributions on compensation in excess of the Internal Revenue Code Section 401(a) (17) limit. The expense for matching contributions was $17.8 million, $15.9 million, and $15.1 million in 2022, 2021 and 2020, respectively.

NOTE 10. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Accumulated other comprehensive income or loss (“AOCI”) represents the cumulative balance of other comprehensive income, net of tax, as of the Balance Sheet date. For the Company, AOCI is composed of adjustments related to pension and other post-retirement benefits plans, derivatives designated as hedges, and foreign currency translation adjustments. Changes in the AOCI balances for the years ended December 31, 2022 and 2021 by component are shown in the following table:
(In millions)
Pension and Other Post-retirement Benefits(1)
Derivatives Designated as Hedges(1)
Foreign Currency Translation(1)
Total(1)
Balance as of January 1, 2021$(161.4)$(3.8)$(54.7)$(219.9)
Other comprehensive income (loss) before reclassification10.1 4.3 3.1 17.5 
Amounts reclassified from accumulated other comprehensive income5.8 1.3 (2.1)5.0 
Balance as of December 31, 2021$(145.5)$1.8 $(53.7)$(197.4)
Other comprehensive income (loss) before reclassification8.5 14.7 (36.7)(13.5)
Amounts reclassified from accumulated other comprehensive income6.1 (1.7)2.2 6.6 
Balance as of December 31, 2022$(130.9)$14.8 $(88.2)$(204.3)

(1)    All amounts are net of income taxes.

Reclassification adjustments from AOCI into earnings for pension and other post-retirement benefits plans for the year ended December 31, 2022 were $8.2 million of charges to pension (income) expense, other than service cost, net of $2.1 million income tax benefit. Reclassification adjustments for derivatives designated as hedges for the year ended December 31, 2022 were $2.4 million of interest income, net of $0.7 income tax provision. Reclassification adjustments for foreign currency translation related to net investment hedges for the year ended December 31, 2022 were $2.9 million of benefit in interest expense, net of $0.7 million in provision for income taxes.

Reclassification adjustments from AOCI into earnings for pension and other post-retirement benefits plans for the year ended December 31, 2021 were $7.8 million of charges to pension (income) expense, other than service cost, net of $2.0 million in provision for income taxes. Reclassification adjustments for derivatives designated as hedges for the year ended December 31, 2021 were $1.8 million of interest expense, net of $0.5 million income tax benefit. Reclassification adjustments for foreign currency translation related to net investment hedges for the year ended December 31, 2021 were $2.9 million of benefit in interest expense, net of $0.8 million in provision for income taxes.
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NOTE 11. STOCK-BASED COMPENSATION

The Company recorded stock-based compensation expense and related income tax effects for the years ended December 31, as follows:
(In millions)202220212020
Stock-based compensation expense$10.2 $6.5 $1.9 
Tax benefit (expense) recorded in consolidated statements of income$5.0 $2.2 $(0.1)

As of December 31, 2022, there was $14.3 million of unrecognized stock-based compensation expense for outstanding awards expected to be recognized over a weighted average period of 1.8 years.

Incentive Compensation Plan

The Company sponsors a stock-based compensation plan (the “Incentive Compensation Plan”) that provides certain incentives and awards to its officers, employees, directors and consultants. The Incentive Compensation Plan allows the Compensation Committee (the “Committee”) of the Board of Directors to make various types of awards to eligible individuals. Awards that may be issued include common stock, stock options, stock appreciation rights, restricted stock and stock units.

Restricted stock unit awards specify any applicable performance goals, the time and rate of vesting and such other provisions as determined by the Committee. Restricted stock units generally vest after 3 years of service, but may also vest upon a change of control as defined in the Incentive Compensation Plan. The 2017 Incentive Compensation Plan was approved by stockholders in May 2017. The 2017 Incentive Compensation Plan replaced the prior incentive compensation plan (the “2008 Incentive Compensation Plan”). The aggregate number of shares of common stock that are authorized for issuance under the 2017 Incentive Compensation Plan is (i) 1,000,000 shares, plus (ii) the number of shares of common stock that remained available for issuance under the 2008 Incentive Compensation Plan on the effective date of the 2017 Incentive Compensation Plan, plus (iii) the number of shares of common stock that were subject to outstanding awards under the 2008 Incentive Compensation Plan on the effective date of the 2017 Incentive Compensation Plan that are canceled, forfeited, returned or withheld without the issuance of shares thereunder.

Impact of Retirement on Outstanding Awards

In the event of an executive officer’s retirement from the Company upon or after attaining age 62 and a specified number of years of service, any nonvested awards remain outstanding after retirement and vest on the originally scheduled vesting date. This permits flexibility in retirement planning, permits the Company to provide an incentive for the vesting period and does not penalize employees who receive awards as incentive compensation when they retire.

Restricted Stock Units

A summary of the nonvested restricted stock units as of December 31, 2022 and changes during the year is presented below:
SharesWeighted-Average
Grant-Date
Fair Value
Nonvested at December 31, 2021406,406 $70.31 
Granted159,232 $107.53 
Vested(123,613)$43.56 
Forfeited(28,289)$122.02 
Nonvested at December 31, 2022413,736 $85.00 

The Company grants time-based and performance-based restricted stock units that typically vest after three years, but can vary based on the discretion of the Committee. The fair value of these awards is determined using the market value of common stock on the grant date. Compensation cost is recognized over the lesser of the stated vesting period or the period until the employee meets the retirement eligible age and service requirements under the plan.





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The number of shares to be issued for performance-based restricted stock units awards made in 2022, 2021, and 2020, is dependent upon performance over the three year period ending December 31st of the respective term and over the two year period for an additional grant awarded in 2021, with respect to cumulative diluted earnings per share from continuing operations and average operating return on invested capital (ROIC). ROIC is defined as net income plus after tax net interest expense divided by average invested capital, which is an average of total shareholders equity plus debt plus future pension expenses held in AOCI less cash and cash equivalents. Based on results achieved in 2022, 2021, and 2020, and the forecasted amounts over the remainder of the performance period, the Company expects to issue a total of 76,874, 22,811, 10,747, and 4,647, shares at the vesting dates in February 2025, March 2024, May 2023 and March 2023, respectively. Compensation cost has been measured in 2022 based on these expectations.

The following summarizes values for restricted stock activity in each of the years in the three year period ended December 31:
202220212020
Weighted-average grant-date fair value of restricted stock units granted$107.53 $142.32 $96.81 
Fair value of restricted stock vested (in millions)$14.5 $7.9 $6.5 

NOTE 12. STOCKHOLDERS’ EQUITY

The following is a summary of capital stock activity (in shares) for the year ended December 31, 2022:
Common
Stock Outstanding
Common Stock Held in Treasury
December 31, 202131,769,967 — 
Stock awards issued113,265 (21,552)
Treasury stock purchases (79,511)79,511 
December 31, 202231,803,721 57,959 

On December 1, 2021, the Board authorized a share repurchase program of up to $30 million of the Company's common stock, effective January 1, 2022 through December 31, 2024, which replaced the prior share repurchase program. Shares may be purchased from time to time in open market transactions, subject to market conditions. Repurchased shares become treasury shares, which are accounted for using the cost method and are intended to be used for future awards under the Incentive Compensation Plan.


NOTE 13. REVENUE RECOGNITION

Transaction price allocated to the remaining performance obligations

The Company has estimated that $1,054.9 million in revenue is expected to be recognized in the future periods related to remaining performance obligations from the Company's contracts with customers outstanding as of December 31, 2022. The Company expects to complete these obligations and recognize 84% as revenue in 2023, 14% in 2024, and the remainder after 2025.

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Disaggregation of Revenue

In the following table, revenue is disaggregated by type of good or service, primary geographical market, and timing of recognition for each reportable segment. The table also includes a reconciliation of the disaggregated revenue to total revenue of each reportable segment.
December 31,
202220212020
(In millions)FoodTechAeroTechFoodTechAeroTechFoodTechAeroTech
Type of Good or Service
Recurring (1)
$751.4 $217.7 $661.6 $178.2 $610.7 $155.4 
Non-recurring (1)
839.2 358.0 738.8 289.3 623.8 337.9 
Total$1,590.6 $575.7 $1,400.4 $467.5 $1,234.5 $493.3 
Geographical Region (2)
North America$958.4 $522.4 $776.6 $416.9 $666.5 $423.9 
Europe, Middle East and Africa395.0 27.6 364.0 38.8 365.3 41.5 
Asia Pacific140.6 18.1 174.2 7.7 135.3 23.9 
Latin America96.6 7.6 85.6 4.1 67.4 4.0 
Total$1,590.6 $575.7 $1,400.4 $467.5 $1,234.5 $493.3 
Timing of Recognition
Point in Time$796.7 $285.9 $661.1 $218.1 $593.5 $251.7 
Over Time793.9 289.8 739.3 249.4 641.0 241.6 
Total$1,590.6 $575.7 $1,400.4 $467.5 $1,234.5 $493.3 

(1)     Aftermarket parts and services and operating lease revenues are considered recurring revenue. Non-recurring revenue includes new equipment and installation.

(2)     Geographical region represents the region in which the end customer resides.

Contract balances

The timing of revenue recognition, billings and cash collections results in trade receivables, contract assets, and advance and progress payments (contract liabilities). Contract assets exist when revenue recognition occurs prior to billings. Contract assets are transferred to trade receivables when the right to payment becomes unconditional (i.e., when receipt of the amount is dependent only on the passage of time). Conversely, the Company often receives payments from its customers before revenue is recognized, resulting in contract liabilities. These assets and liabilities are reported on the Balance Sheet as contract assets and within advance and progress payments, respectively, on a contract-by-contract net basis at the end of each reporting period.

Contract asset and liability balances for the period were as follows:
Balances as of
(In millions)December 31, 2022December 31, 2021December 31, 2020
Contract Assets$89.6 $94.4 $68.3 
Contract Liabilities182.1 178.0 123.8 

The revenue recognized during the year ended December 31, 2022, 2021 and 2020 that was included in contract liabilities at the beginning of the period amounted to $149.2 million, $105.2 million, and $74.9 million respectively. Additionally, the Company assumed contract liabilities from acquisitions in the amount of $19.1 million and $2.5 million in the years 2022 and 2021, respectively. The remainder of change from December 31, 2022, December 31, 2021 and December 31, 2020 is driven by the timing of advance and milestone payments received from customers, customer returns, and fulfillment of performance obligations. There were no significant changes in the contract balances other than those described above.

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NOTE 14. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share ("EPS") from net income for the respective periods and basic and diluted shares outstanding:
(In millions, except per share data)202220212020
Basic earnings per share:
Net income$130.7 $118.4 $108.8 
Weighted average number of shares outstanding32.0 32.0 32.0 
Basic earnings per share from net income$4.08 $3.70 $3.40 
Diluted earnings per share:
Net income$130.7 $118.4 $108.8 
Weighted average number of shares outstanding32.0 32.0 32.0 
Effect of dilutive securities:
Restricted stock units0.1 0.1 0.1 
Total shares and dilutive securities32.1 32.1 32.1 
Diluted earnings per share from net income$4.07 $3.69 $3.39 

NOTE 15. DERIVATIVE FINANCIAL INSTRUMENTS AND CREDIT RISK

Derivative financial instruments

All derivatives are recorded as other assets or liabilities in the Balance Sheets at their respective fair values. For derivatives designated as cash flow hedges, the effective portion of the unrealized gain or loss related to the derivatives are recorded in Other comprehensive income (loss) until the transaction affects earnings. The Company assesses both at inception of the hedge and on an ongoing basis, whether the derivative in the hedging transaction has been, and will continue to be, highly effective in offsetting changes in cash flows of the hedged item. Changes in the fair value of derivatives that do not meet the criteria for designation as a hedge are recognized in earnings.

Foreign Exchange: The Company manufactures and sells products in a number of countries throughout the world and, as a result, the Company is exposed to movements in foreign currency exchange rates. The Company's major foreign currency exposures involve the markets in Western Europe, South America and Asia. Some sales and purchase contracts contain embedded derivatives due to the nature of doing business in certain jurisdictions, which the Company takes into consideration as part of its risk management policy. The purpose of foreign currency hedging activities is to manage the economic impact of exchange rate volatility associated with anticipated foreign currency purchases and sales made in the normal course of business. The Company primarily utilizes forward foreign exchange contracts with maturities of less than 2 years in managing this foreign exchange rate risk. The Company has not designated these forward foreign exchange contracts, which had a notional value at December 31, 2022 of $534.6 million, as hedges and therefore does not apply hedge accounting.

Commodity Price Risk: The Company's operations subject us to risk related to the price volatility of certain commodities. We principally use a combination of purchase orders and various short-term supply arrangements in connection with the purchase of our raw materials and components required to manufacture our products. To mitigate the commodity price risk associated with the Company's operations, the Company may enter into commodity derivative instruments. During April 2022, the Company entered into various commodity forward contracts with a maturity of less than 1 year to mitigate this commodity price volatility. All of the Company's commodity forward contracts have expired as of December 31, 2022.

The fair values of our foreign currency and commodity derivative assets are recorded within other current assets and other assets, and the fair values of foreign currency and commodity derivative liabilities are recorded within other current liabilities and other liabilities. The following table presents the fair value of foreign currency derivatives and embedded derivatives included within the Balance Sheet:
As of December 31, 2022As of December 31, 2021
(In millions)Derivative AssetsDerivative LiabilitiesDerivative AssetsDerivative Liabilities
Total$4.5 $7.2 $10.6 $9.4 

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A master netting arrangement allows counterparties to net settle amounts owed to each other as a result of separate offsetting derivative transactions. The Company enters into master netting arrangements with its counterparties when possible to mitigate credit risk in derivative transactions by permitting it to net settle for transactions with the same counterparty. However, the Company does not net settle with such counterparties. As a result, the Company presents derivatives at their gross fair values in the Balance Sheets.

As of December 31, 2022 and 2021, information related to these offsetting arrangements was as follows:

(In millions)As of December 31, 2022
Offsetting of Assets
Gross Amounts of Recognized AssetsGross Amounts Offset in the Consolidated Balance SheetsAmount Presented in the Consolidated Balance SheetsAmount Subject to Master Netting AgreementNet Amount
Derivatives$33.0 $— $33.0 $(3.0)$30.0 

Offsetting of LiabilitiesAs of December 31, 2022
Gross Amounts of Recognized LiabilitiesGross Amounts Offset in the Consolidated Balance SheetsAmount Presented in the Consolidated Balance SheetsAmount Subject to Master Netting AgreementNet Amount
Derivatives$7.3 $— $7.3 $(3.0)$4.3 

(In millions)As of December 31, 2021
Offsetting of Assets
Gross Amounts of Recognized AssetsGross Amounts Offset in the Consolidated Balance SheetsAmount Presented in the Consolidated Balance SheetsAmount Subject to Master Netting AgreementNet Amount
Derivatives$17.5 $— $17.5 $(7.3)$10.2 

Offsetting of LiabilitiesAs of December 31, 2021
Gross Amounts of Recognized LiabilitiesGross Amounts Offset in the Consolidated Balance SheetsAmount Presented in the Consolidated Balance SheetsAmount Subject to Master Netting AgreementNet Amount
Derivatives$9.1 $— $9.1 $(7.3)$1.8 

The following table presents the location and amount of the loss on foreign currency derivatives and on the remeasurement of assets and liabilities denominated in foreign currencies, as well as the net impact recognized in the Consolidated Statements of Income:

Derivatives Not Designated as Hedging InstrumentsLocation of Gain (Loss) Recognized in IncomeAmount of Gain (Loss) Recognized in Income
(In millions)202220212020
Foreign exchange contractsRevenue$(7.4)$(1.1)$2.7 
Foreign exchange contractsCost of sales(3.7)(0.1)(3.1)
Foreign exchange contractsSelling, general and administrative expense2.2 1.0 2.5 
Commodity contractsCost of sales(0.7)— — 
Total$(9.6)$(0.2)$2.1 
Remeasurement of assets and liabilities in foreign currencies9.3 (0.8)(3.1)
Net gain (loss)$(0.3)$(1.0)$(1.0)

Interest Rates: The Company has entered into four interest rate swaps executed in March 2020 with a combined notional amount of $200 million expiring in April 2025, and one interest rate swap executed in May 2020 with a notional amount of $50 million expiring in May 2025. These interest rate swaps fix the interest rate applicable to certain of the Company's variable-rate debt. The agreements
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swap one-month LIBOR for fixed rates. The Company has designated these swaps as cash flow hedges and all changes in fair value of the swaps are recognized in accumulated other comprehensive income (loss).

At December 31, 2022, the fair value of these derivatives designated as cash flow hedges were recorded in the Balance Sheet as other assets of $19.9 million and as accumulated other comprehensive income, net of tax, of $14.8 million.

Net Investment hedges: The Company has entered into cross currency swap agreements that synthetically swap $116.4 million of fixed rate debt to Euro denominated fixed rate debt. The agreements are designated as net investment hedges for accounting purposes. Accordingly, the gains or losses on these derivative instruments are included in the foreign currency translation component of other comprehensive income until the net investment is sold, diluted, or liquidated. Coupons received for the cross currency swaps are excluded from the net investment hedge effectiveness assessment and are recorded in interest expense, net on the Consolidated Statements of Income. Coupon interest from cross currency swap agreement recorded in interest expense, net was $2.9 million for each of the years ended December 31, 2022, 2021, and 2020.
At December 31, 2022, the fair value of these derivatives designated as net investment hedges were recorded in the Balance Sheet as other assets of $9.9 million and as accumulated other comprehensive income, net of tax, of $7.3 million.

Refer to Note 16. Fair Value of Financial Instruments, for a description of how the values of the above financial instruments are determined.

Credit risk

By their nature, financial instruments involve risk including credit risk for non-performance by counterparties. Financial instruments that potentially subject the Company to credit risk primarily consist of trade receivables and derivative contracts. The Company manages the credit risk on financial instruments by transacting only with financially secure counterparties, requiring credit approvals and establishing credit limits, and monitoring counterparties’ financial condition. The Company's maximum exposure to credit loss in the event of non-performance by the counterparty, for all receivables and derivative contracts as of December 31, 2022, is limited to the amount outstanding on the financial instrument. Allowances for losses are established based on collectability assessments.

NOTE 16. FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows:

Level 1: Unadjusted quoted prices in active markets for identical assets and liabilities that the Company can assess at the measurement date.
Level 2: Observable inputs other than those included in Level 1 that are observable for the asset or liability, either directly or indirectly. For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.
Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.

Financial assets and financial liabilities measured at fair value on a recurring basis are as follows:
As of December 31, 2022As of December 31, 2021
(In millions)TotalLevel 1Level 2Level 3TotalLevel 1Level 2Level 3
Assets:
Investments$12.1 $12.1 $— $— $13.5 $13.5 $— $— 
Derivatives34.3 — 34.3 18.4 — 18.4 
Total assets$46.4 $12.1 $34.3 $— $31.9 $13.5 $18.4 $— 
Liabilities:
Derivatives$7.2 $— $7.2 $— $9.4 $— $9.4 $— 
Total liabilities$7.2 $— $7.2 $— $9.4 $— $9.4 $— 

Investments represent securities held in a trust for the non-qualified deferred compensation plan. Investments are classified as trading securities and are valued based on quoted prices in active markets for identical assets that the Company has the ability to access.
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Investments are reported separately in Other assets on the Balance Sheets. Investments include an unrealized loss of $3.9 million as of December 31, 2022 and unrealized gain of $0.5 million as of December 31, 2021.

The Company uses the income approach to measure the fair value of derivative instruments on a recurring basis. This approach calculates the present value of the future cash flow by measuring the change between the derivative contract rate and the published market indicative currency rate, multiplied by the contract notional values, and applying an appropriate discount rate as well as a factor of credit risk.

The carrying amounts of cash and cash equivalents, trade receivables and payables, as well as financial instruments included in other current assets and other current liabilities, approximate fair values because of their short-term maturities.

The carrying values and the estimated fair values of debt financial instruments as of December 31 are as follows:
20222021
(In millions)Carrying
Value
Estimated
Fair Value
Carrying
Value
Estimated
Fair Value
Convertible senior notes$394.9 $344.7 $392.7 $448.8 
Revolving credit facility, expires December 14, 2026584.6 584.6 282.9 282.9 
Other0.6 0.6 — — 

The carrying values of the Company's revolving credit facility recorded in long-term debt on the Balance Sheet approximate their fair values due to their variable interest rates. The fair value of the Convertible senior notes is estimated using Level 2 inputs as they are not registered securities nor listed on any securities exchange but may be traded by qualified institutional buyers.

NOTE 17. COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Company is at times subject to pending and threatened legal actions, some for which the relief or damages sought may be substantial. Although the Company is not able to predict the outcome of such actions, after reviewing all pending and threatened actions with counsel and based on information currently available, management believes that the outcome of such actions, individually or in the aggregate, will not have a material adverse effect on results of operations or financial position. However, it is possible that the ultimate resolution of such matters, if unfavorable, may be material to results of operations in a particular future period as the time and amount of any resolution of such actions and its relationship to the future results of operations are not currently known.

Liabilities are established for pending legal claims only when losses associated with the claims are judged to be probable, and the loss can be reasonably estimated. In many lawsuits and arbitrations, it is not considered probable that a liability has been incurred or not possible to estimate the ultimate or minimum amount of that liability until the case is close to resolution, in which case no liability would be recognized until that time.

Guarantees and Product Warranties
In the ordinary course of business with customers, vendors and others, the Company issues standby letters of credit, performance bonds, surety bonds and other guarantees. These financial instruments, which totaled approximately $136.8 million at December 31, 2022, represent guarantees of future performance. The Company also has provided approximately $6.1 million of bank guarantees and letters of credit to secure a portion of its existing financial obligations. The majority of these financial instruments expire within two years; the Company expects to replace them through the issuance of new or the extension of existing letters of credit and surety bonds.

In some instances, the Company guarantees its customers’ financing arrangements. The Company is responsible for payment of any unpaid amounts but will receive indemnification from third parties for seventy-five percent of the contract values. In addition, the Company generally retains recourse to the equipment sold. As of December 31, 2022, the gross value of such arrangements was $2.1 million, of which the Company's net exposure under such guarantees was $0.3 million.

The Company provides warranties of various lengths and terms to certain customers based on standard terms and conditions and negotiated agreements. The Company provides for the estimated cost of warranties at the time revenue is recognized for products where reliable, historical experience of warranty claims and costs exists. The Company also provides a warranty liability when additional specific obligations are identified. The warranty obligation reflected in other current liabilities in the consolidated balance sheets is based on historical experience by product and considers failure rates and the related costs in correcting a product failure. Warranty cost and accrual information were as follows:

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(In millions)20222021
Balance at beginning of the year$12.7 $11.5 
Expenses for new warranties13.7 12.6 
Adjustments to existing accruals(0.6)(0.9)
Claims paid(11.6)(10.5)
Added through acquisition1.3 0.3 
Translation(0.4)(0.3)
Balance at end of year$15.1 $12.7 

NOTE 18. LEASES

Lessee Accounting
The components of the Company's lease costs for the years ended December 31, were as follows:

(In millions)202220212020
Fixed lease cost$16.6 $15.2 $14.7 
Variable lease cost3.1 2.1 1.6 
Total operating lease cost$19.7 $17.3 $16.3 

Included within operating lease costs are short-term lease costs, which were $1.8 million, $1.3 million, and $1.0 million for the years ended December 31, 2022, 2021, and 2020, respectively, and sublease income which was immaterial for the years ended December 31, 2022, 2021, and 2020. The Company's finance lease cost was immaterial for the years ended December 31, 2022, 2021, and 2020.

Supplemental cash flow information related to the Company's leases for the years ended December 31, was as follows:

(In millions)202220212020
Operating cash flows from operating leases$13.7 $13.3 $12.9 
Right-of-use assets obtained in exchange for new operating lease liabilities$12.2 $19.1 $4.8 

Financing cash flows from finance leases and right-of-use assets obtained in exchange for new finance lease liabilities were immaterial for the years ended December 31, 2022, 2021, and 2020.

Supplemental balance sheet information related to the Company's leases as of December 31, was as follows:
(In millions)Balance Sheet Classification20222021
Lease ROU assets:
OperatingOther assets$40.2 $33.5 
Finance (a)
Net property, plant and equipment4.3 3.2 
Total lease ROU assets$44.5 $36.7 
Lease liabilities:
Current:
OperatingOther current liabilities$11.1 $10.2 
Finance (a)
Other current liabilities0.6 — 
Long-term:
OperatingOther liabilities31.1 25.2 
Finance (a)
Other liabilities0.9 — 
Total lease liabilities$43.7 $35.4 
(a)     Finance lease includes real estate leases for which the Company is a lessee for an indefinite lease term. These finance leases have no lease liability outstanding as of December 31, 2022 as no amounts are due under the lease.

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The following table presents the weighted-average remaining lease term and discount rates for the leases for which the Company is the lessee:
(In millions)20222021
Weighted-average remaining lease term (years)
Operating leases5.14.5
Finance leases(a)
3.2— 
Weighted-average discount rate 
Operating leases4.7%4.2%
Finance leases(a)
4.8%
(a)     Excludes real estate finance leases, for which the Company is a lessee for an indefinite lease term and has no lease liability outstanding as of December 31, 2022.

The majority of ROU assets and lease liabilities, approximately 86%, relate to real estate leases, with the remaining amount primarily comprised of vehicle leases.

Maturity of operating and finance lease liabilities as of December 31, 2022, in millions:
Operating LeasesFinance Leases
Year 1(a)
$12.8 $0.6 
Year 29.8 0.5 
Year 38.3 0.3 
Year 45.3 0.1 
Year 53.8 0.1 
After Year 58.0 — 
Total lease payments$48.0 $1.6 
Less: Interest on lease payments(5.8)(0.1)
Present value of lease liabilities$42.2 $1.5 
(a) Represents the next 12 months

Refer to Note 22. Related Party Transactions for details of operating lease agreements with related parties.
Lessor Accounting
Operating Leases:

The following tables provide the required information regarding operating leases for which the Company is the lessor.

Operating Lease Revenue:
(In millions)December 31, 2022December 31, 2021December 31, 2020
Fixed payment revenue$65.5 $66.3 $66.7 
Variable payment revenue33.1 24.9 14.0 
Total$98.6 $91.2 $80.7 

Operating Lessor Maturity Analysis as of December 31, 2022, in millions:
Year 1(a)
$50.3 
Year 225.1 
Year 323.3 
Year 427.9 
Year 513.5 
After Year 513.0 
Total lease receivables$153.1 
(a) Represents the next 12 months
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Sales-Type Leases:
    
Sales-Type Lessor Maturity Analysis as of December 31, 2022, in millions:
Year 1(a)
$5.4 
Year 20.5 
Year 30.2 
After Year 30.2 
Total lease receivables$6.3 
(a) Represents the next 12 months

Sales-type lease revenue was $4.9 million, $11.7 million, and $8.3 million for the years ended December 31, 2022, 2021, and 2020 respectively.

Our net investment in sales-type leases were classified in the Consolidated Balance Sheets as of December 31, as follows:
(In millions)20222021
Trade receivables, net of allowances$5.4 $5.0 
Other assets0.9 2.5 
Total$6.3 $7.5 
80


NOTE 19. BUSINESS SEGMENTS

Operating segments for the Company are determined based on information used by the chief operating decision maker (CODM) in deciding how to evaluate performance and allocate resources to each of the segments. JBT’s CODM is the Chief Executive Officer (CEO). While there are many measures the CEO reviews in this capacity, the key segment measures reviewed include operating profit, EBITDA, adjusted when applicable, and EBITDA margins.

Reportable segments are:

FoodTech—provides comprehensive solutions throughout the food production value chain extending from primary processing through packaging systems for a large variety of food and beverage groups, including poultry, beef, pork, seafood, ready-to-eat meals, fruits, vegetables, dairy, bakery, pet foods, soups, sauces, plant-based meats, juices, and carbonated beverages.

AeroTech— supplies customized solutions and services used for applications in the air transportation industry, including airport authorities, airlines, airfreight, ground handling companies, militaries and defense contractors.

Segment operating profit is defined as total segment revenue less segment operating expenses. The following items have been excluded in computing segment operating profit: corporate expense, restructuring costs, pension expense, other than service cost, interest income and expense, and income taxes. See the table below for further details on corporate expense.

Segment revenue and segment operating profit

Business segment information is as follows:
(In millions)202220212020
Revenue
FoodTech$1,590.6 $1,400.4 $1,234.5 
AeroTech575.7 467.5 493.3 
Other revenue and intercompany eliminations(0.3)0.4 — 
Total revenue$2,166.0 $1,868.3 $1,727.8 
Income before income taxes
Segment operating profit:
FoodTech$211.5 $187.0 $170.6 
AeroTech43.5 32.6 52.9 
Total segment operating profit255.0 219.6 223.5 
Corporate items:
Corporate expense (1)
79.6 53.9 48.3 
Restructuring expense (2)
7.0 5.6 12.1 
Operating income168.4 160.1 163.1 
Pension (income) expense, other than service cost— (1.3)3.7 
Net interest expense14.2 8.7 13.9 
Net income before income taxes154.2 152.7 145.5 
Provision for income taxes23.5 34.3 36.7 
Net income$130.7 $118.4 $108.8 

(1)Corporate expense generally includes corporate staff-related expense, stock-based compensation, LIFO adjustments, certain foreign currency-related gains and losses, and the impact of unusual or strategic transactions not representative of segment operations.

(2)Refer to Note 20. Restructuring for further information on restructuring expense.
81



Segment operating capital employed and segment assets
(In millions)202220212020
Segment operating capital employed (1):
FoodTech$1,530.2 $1,310.2 $1,145.4 
AeroTech172.4 184.1 208.1 
Total segment operating capital employed1,702.6 1,494.3 1,353.5 
Segment liabilities included in total segment operating capital employed (2)
711.6 522.0 406.1 
Corporate (3)
169.9 125.1 46.3 
Total assets$2,584.1 $2,141.4 $1,805.9 
Segment assets:
FoodTech$2,129.9 $1,730.9 $1,468.9 
AeroTech333.7 285.4 290.7 
Total segment assets2,463.6 2,016.3 1,759.6 
Corporate (3)
120.5 125.1 46.3 
Total assets$2,584.1 $2,141.4 $1,805.9 

(1)Management views segment operating capital employed, which consists of segment assets, net of its liabilities, as the primary measure of segment capital. Segment operating capital employed excludes debt, pension liabilities, restructuring reserves, income taxes and LIFO inventory reserves.

(2)Segment liabilities included in total segment operating capital employed consist of trade and other accounts payable, advance and progress payments, accrued payroll and other liabilities.

(3)Corporate includes cash, LIFO inventory reserves, restructuring reserves, income tax balances, investments, and property, plant and equipment not associated with a specific segment.

Geographic segment information

Geographic segment sales were identified based on the location where the Company's products and services were delivered. Geographic segment long-lived assets include property, plant and equipment, net and certain other non-current assets.
(In millions)202220212020
Revenue (by location of customers):
United States$1,393.6 $1,137.5 $1,034.0 
All other countries772.4 730.8 693.8 
Total revenue$2,166.0 $1,868.3 $1,727.8 

(In millions)202220212020
Long-lived assets:
United States$262.2 $212.9 $181.9 
United Kingdom24.2 27.5 29.8 
All other countries82.8 80.0 79.9 
Total long-lived assets$369.2 $320.4 $291.6 

82


Other business segment information
Capital ExpendituresDepreciation and Amortization
(In millions)202220212020202220212020
FoodTech$37.3 $35.1 $27.9 $72.3 $69.0 $63.6 
AeroTech2.8 1.6 2.1 4.7 4.5 5.5 
Corporate47.5 17.4 4.3 4.1 3.3 2.7 
Total$87.6 $54.1 $34.3 $81.1 $76.8 $71.8 

83


NOTE 20. RESTRUCTURING

Restructuring charges primarily consist of employee separation benefits under existing severance programs, foreign statutory termination benefits, certain one-time termination benefits, contract termination costs, asset impairment charges and other costs that are associated with restructuring actions. Certain restructuring charges are accrued prior to payments made in accordance with applicable guidance. For such charges, the amounts are determined based on estimates prepared at the time the restructuring actions were approved by management. Inventory write offs due to restructuring are reported in Cost of products and are included in each segment's operating profit given the nature of the item. All other restructuring charges that are reported as Restructuring expenses are excluded from the calculation of each segment's operating profit.

In the third quarter of 2020, the Company implemented a restructuring plan ("2020 restructuring plan") for manufacturing capacity rationalization affecting both the FoodTech and AeroTech segments. The Company completed the 2020 restructuring plan as of June 30, 2022. The total cost in connection with the 2020 restructuring plan was $11.0 million for FoodTech and $6.0 million for AeroTech.

In the third quarter of 2022, the Company implemented a restructuring plan (the "2022/2023 restructuring plan") to optimize the overall FoodTech cost structure on a global basis. The initiatives under this plan will include streamlining operations and enhancing our general and administrative infrastructure. As of December 31, 2022, the cost of this plan is $5.4 million and the total estimated cost in connection with this plan is in the range of $8.0 million to $10.0 million expected to be recognized by the end of 2023.

The following table details the cumulative restructuring charges reported in operating income for the 2022/2023 and 2020 restructuring plans since the implementation of these plans:  
Cumulative AmountAs of the Quarter EndedCumulative Amount
(In millions)Balance as of December 31, 2021March 31, 2022June 30, 2022September 30, 2022December 31, 2022Balance as of December 31, 2022
2020 restructuring plan
Severance and related expense$9.2 $0.2 $0.7 $0.1 $0.2 $10.4 
Inventory write-off2.1 0.2 — — — 2.3 
Employee overlap costs2.1 0.2 0.1 — — 2.4 
Other3.8 0.2 0.1 0.1 — 4.2 
2022/2023 restructuring plan
Severance and related expense— — — 1.3 4.4 5.7 
Total Restructuring charges$17.2 $0.8 $0.9 $1.5 $4.6 $25.0 

Restructuring charges, net of related release of liability, is reported within the following financial statement line items of the accompanying Consolidated Statements of Income:
Twelve Months Ended December 31,
(In millions)202220212020
Cost of products(1)
$0.2 $0.2 $1.9 
Restructuring expense7.0 5.6 12.1 
Total restructuring charge$7.2 $5.8 $14.0 

(1) Restructuring charge reported in Cost of products is related to an inventory write-off resulting from the 2020 restructuring plan.


84


Liability balances for restructuring activities are included in other current liabilities in the accompanying Balance Sheets. The table below details the restructuring activities for the year ended December 31, 2022:
Impacts to earnings
(In millions)Balance as of December 31, 2021Charged to EarningsReleasesCash PaymentsBalance as of December 31, 2022
2020 restructuring plan
Severance and related expense$0.7 $1.2 $(0.3)$(1.4)$0.2 
Other0.1 0.7 — (0.8)— 
2022/2023 restructuring plan
Severance and related expense— 5.7 (0.3)(1.1)4.3 
Total$0.8 $7.6 $(0.6)$(3.3)$4.5 

The Company released $0.6 million of the liability during the year ended December 31, 2022 which it no longer expects to pay in connection with the restructuring plans due to actual severance payments differing from the original estimates and natural attrition of employees.


NOTE 21. MANAGEMENT SUCCESSION COSTS

On September 24, 2020, the Company initiated a management succession plan after Tom Giacomini, the Company's former CEO, resigned from the Company. In connection with this succession plan, the Company entered into a separation agreement with Mr. Giacomini that provided for a lump sum separation payment of $6.4 million. This separation cost of $6.4 million was paid and recognized as Selling, general, and administrative expense in the consolidated statement of income during the year ended December 31, 2020.

In connection with Mr. Giacomini’s departure from the Company, 96,427 nonvested shares under the Company’s stock-based compensation plans were forfeited. Accordingly, the Company recorded a benefit of $2.9 million associated with the reversal of previously accrued amounts for these unvested shares as stock based compensation expense within Selling, general, and administrative expense during the year ended December 31, 2020.

In December 2020, our Board of Directors named Brian Deck, former Executive Vice President and Chief Financial Officer, as the President and Chief Executive Officer, and Matt Meister, former Vice President and Chief Financial Officer for JBT Protein, as the Executive Vice President and Chief Financial Officer of the Company. In connection with these transitions, the Company recognized a one-time compensation cost of $0.5 million and other related costs of $0.8 million as Selling, general, and administrative expense in the consolidated statement of income during the year ended December 31, 2020.
NOTE 22. RELATED PARTY TRANSACTIONS

The Company is a party to agreements to lease manufacturing facilities from entities owned by certain of the Company's employees who were former owners or employees of acquired businesses. As of December 31, 2022, the operating lease right-of-use asset and the lease liability related to these agreements is $4.0 million and $4.2 million, respectively.

85




Schedule II—Valuation and Qualifying Accounts
(In thousands)Additions
DescriptionBalance at
Beginning
of Period
Charged to
Costs and
Expenses
Charged to Other Accounts(a)
Deductions and Other(b)
Balance
at End
of Period
Year ended December 31, 2020:
Allowance for doubtful accounts$4,324 $1,846 $954 $1,845 $5,279 
Valuation allowance for deferred tax assets$3,898 $— $719 $— $4,617 
Year ended December 31, 2021:
Allowance for credit losses$5,279 $2,027 $— $1,260 $6,046 
Valuation allowance for deferred tax assets$4,617 $— $270 $— $4,887 
Year ended December 31, 2022:
Allowance for credit losses$6,046 $4,164 $— $2,227 $7,983 
Valuation allowance for deferred tax assets$4,887 $2,180 $— $3,203 $3,864 

(a)    "Additions charged to other accounts" includes allowances added through business combinations and allowance for credit losses charged to retained earnings upon adoption of ASC 326 as of January 1, 2020.

(b)    “Deductions and other” includes translation adjustments, write-offs, net of recoveries, and reductions in the allowances credited to expense.
86


ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.
87


ITEM 9A.    CONTROLS AND PROCEDURES

(a)Disclosure Controls and Procedures
As of the end of the period covered by this Annual Report on Form 10-K, management of the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures were effective as of December 31, 2022 to ensure that information required to be disclosed in reports the Company files or submits under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, and (2) accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

(b)Management’s Annual Report on Internal Control over Financial Reporting
Internal control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934) is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles (GAAP) and includes those policies and procedures that:

(i)pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets of the Company;
(ii)provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
(iii)provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on that evaluation, management concluded that the Company’s internal control over financial reporting is effective as of December 31, 2022, based on the criteria in Internal Control Integrated Framework issued by the COSO.

We excluded Alco-food-machines GmbH & Co. KG ("Alco") and Bevcorp, LLC (“Bevcorp”) from our assessment of internal control over financial reporting as of December 31, 2022 because these entities were acquired by the Company in purchase business combinations during 2022. The total assets and total revenues of Alco and Bevcorp, wholly-owned subsidiaries, excluded from our assessment represent 5.3% and 2.4%, respectively, of the related consolidated amounts as of and for the year-end ended December 31, 2022.

Attestation Report of the Registered Public Accounting Firm
PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, has audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022, as stated in their report which is included on page 43.

(c)Changes in Internal Control over Financial Reporting

In the ordinary course of business, the Company reviews its internal control over financial reporting and makes changes to its systems and processes to improve such controls and increase efficiency, while ensuring that the Company maintains effective internal control over financial reporting. Changes may include such activities as implementing new, more efficient systems, automating manual processes and updating existing systems.

There were no changes in our internal control over financial reporting identified in the evaluation for the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act.


88


ITEM 9B.    OTHER INFORMATION

None.
89


Item 9C.     DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicable.
90


PART III
ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The Company has a code of ethics entitled the “Code of Business Conduct and Ethics” that applies to employees, including principal executive and financial officers (including the principal executive officer, principal financial officer and principal accounting officer) as well as directors. A copy of the Code of Business Conduct and Ethics may be found on the Company's website at www.jbtc.com under About Us / Corporate Governance and is available in print to stockholders without charge by submitting a request to the General Counsel and Assistant Secretary of JBT Corporation, 70 West Madison Street, Suite 4400, Chicago, Illinois 60602.

The Company also elects to disclose the information required by Form 8-K, Item 5.05, “Amendments to the registrant’s code of ethics, or waiver of a provision of the code of ethics,” through the Company's website at www.jbtc.com, and such information will remain available on the website for at least a twelve-month period.

Information regarding the Company's executive officers is presented in the section entitled “Information about our Executive Officers” in Part I of this Annual Report on Form 10-K.

Other information required by this Item can be found in the Proxy Statement for the Company's 2023 Annual Meeting of Stockholders and is incorporated herein by reference.

91


ITEM 11.    EXECUTIVE COMPENSATION

Information required by this item can be found in the sections entitled “Director Compensation,” “Compensation Committee Interlocks and Insider Participation in Compensation Decisions,” “Executive Compensation” and "Compensation Tables and Explanatory Information" of the Proxy Statement for the Company's 2023 Annual Meeting of Stockholders and is incorporated herein by reference.

92


ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information required by this item can be found in the sections entitled “Security Ownership of John Bean Technologies Corporation” and "Compensation Tables and Explanatory Information - Securities Authorized for Issuance Under Equity Compensation Plans Table" of the Proxy Statement for the Company's 2023 Annual Meeting of Stockholders and is incorporated herein by reference.

93


ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information required by this item can be found in the sections entitled “Transactions with Related Persons” and “Director Independence” of the Proxy Statement for the Company's 2023 Annual Meeting of Stockholders and is incorporated herein by reference.

94


ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information required by this item can be found in the section entitled “Ratification of Appointment of Independent Registered Public Accounting Firm” of the Proxy Statement for the Company's 2023 Annual Meeting of Stockholders and is incorporated herein by reference.
95


PART IV
ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)The following documents are filed as part of this Report:

1.Financial Statements: The consolidated financial statements required to be filed in this Annual Report on Form 10-K are listed below and appear on pages 47 through 86 herein:

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statements of Income for the Years Ended December 31, 2022, 2021 and 2020

2.Financial Statement Schedule: Schedule II—Valuation and Qualifying Accounts is included in this Annual Report on Form 10-K on page 86. All other schedules are omitted because of the absence of conditions under which they are required or because information called for is shown in the consolidated financial statements and notes thereto in Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K.

3.Exhibits:

See Index of Exhibits below for a list of the exhibits being filed or furnished with or incorporated by reference to this Annual Report on Form 10-K.
96


INDEX OF EXHIBITS
Exhibit NumberExhibit Description
2.1
2.1A
3.1
3.2
3.3
3.4
4.1
4.2
4.3
4.4
4.5
10.1
10.2
10.3
10.4
10.5
97


10.6
10.7
10.7A
10.7B
10.8*
10.9*
10.10
10.10A
10.10B
10.10C
10.11*
10.12*
10.13
10.14
10.14A
10.14B
10.14C
98


10.14D
10.14E
10.14F
10.15
10.16
10.16A
10.16B
10.16C
10.16D
10.16E
10.16F
10.17
10.17A
10.17B
10.17C
10.18*
10.18A*
99


10.18B*
10.18C*
21.1*
23.1*
23.2*
31.1*
31.2*
32.1*
32.2*
101.INS*XBRL Instance Document
101.SCH*XBRL Taxonomy Extension Schema Document
101.CAL*XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*XBRL Taxonomy Extension Label Linkbase Document
101.PRE*XBRL Taxonomy Extension Presentation Linkbase Document
104*Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
1
The schedules and exhibits to the Amended and Restated Credit Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish to the Securities and Exchange Commission, upon request, a copy of any omitted schedule or exhibit; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule or exhibit so furnished.
2A management contract or compensatory plan required to be filed with this report.
*Filed herewith
100


ITEM 16.    FORM 10-K SUMMARY

None.

101


SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
John Bean Technologies Corporation
(Registrant)
By:/s/ Brian A. Deck
Brian A. Deck
President and Chief Executive Officer
(Principal Executive Officer)
Date: February 23, 2023
    
    Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
102


SignatureTitleDate
/s/ BRIAN A. DECKPresident, Director andFebruary 23, 2023
Chief Executive Officer
Brian A. Deck(Principal Executive Officer)
/s/ MATTHEW J. MEISTERExecutive Vice President andFebruary 23, 2023
Chief Financial Officer
Matthew J. Meister
(Principal Financial Officer)
/s/ JESSI L. CORCORANVice President, Corporate ControllerFebruary 23, 2023
(Principal Accounting Officer)
Jessi L. Corcoran
/s/ BARBARA BRASIERDirectorFebruary 23, 2023
Barbara Brasier
/s/ C. MAURY DEVINEDirectorFebruary 23, 2023
C. Maury Devine
/s/ ALAN D. FELDMANDirectorFebruary 23, 2023
Alan D. Feldman
/s/ POLLY B. KAWALEKDirectorFebruary 23, 2023
Polly B. Kawalek
/s/ EMMANUEL LAGARRIGUEDirectorFebruary 23, 2023
Emmanuel Lagarrigue
/s/ LAWRENCE V. JACKSONDirectorFebruary 23, 2023
Lawrence V. Jackson
/s/ CHARLES L. HARRINGTONDirectorFebruary 23, 2023
Charles L. Harrington
103
JBT – Change in Control Agreement - NEO Exhibit 10.8 JOHN BEAN TECHNOLOGIES CORPORATION Change in Control Executive Severance Agreement THIS AGREEMENT is made and entered into as of the ____ day of ________________, 202_, by and between JOHN BEAN TECHNOLOGIES CORPORATION (hereinafter referred to as the "Company") and ___________________________ (hereinafter referred to as the "Executive"). WHEREAS, the Board has approved the Company’s entering into severance agreements with certain key executives of the Company; WHEREAS, the Executive is a key executive of the Company; WHEREAS, should the possibility of a Change in Control of the Company arise, the Board believes it is imperative that the Company and the Board should be able to rely upon the Executive to continue in the Executive’s position, and that the Company should be able to receive and rely upon the Executive's advice, if requested, as to the best interests of the Company and its shareholders without concern that the Executive might be distracted by the personal uncertainties and risks created by the possibility of a Change in Control; WHEREAS, should the possibility of a Change in Control arise, in addition to the Executive’s regular duties, the Executive may be called upon to assist in the assessment of such possible Change in Control, advise management and the Board as to whether such Change in Control would be in the best interests of the Company and its shareholders, and to take such other actions as the Board might determine to be appropriate; and NOW THEREFORE, to assure the Company that it will have the continued dedication of the Executive and the availability of the Executive’s advice and counsel notwithstanding the possibility, threat, or occurrence of a Change in Control of the Company, and to induce the Executive to remain in the employ of the Company, and for other good and valuable consideration, the Company and the Executive agree as follows: Article 1. Establishment, Term, and Purpose This Agreement will commence on the Effective Date and will continue in effect until six (6) months after the date that the Executive is no longer a “Key Executive” of the Company, as defined in this Agreement. However, in the event a Change in Control occurs during the term of this Agreement, this Agreement will remain in effect for the longer of: (i) twenty-four (24) months beyond the month in which such Change in Control occurred; and (ii) until all obligations of the Company hereunder have been fulfilled, and until all benefits required hereunder have been paid to the Executive. JBT – Change in Control Agreement - NEO -2- Article 2. Definitions Whenever used in this Agreement, the following terms will have the meanings set forth below and, when the meaning is intended, the initial letter of the word is capitalized. 2.1. Base Salary means the salary of record paid to an Executive as annual salary, excluding amounts received under incentive or other bonus plans, whether or not deferred. 2.2. Beneficiary means the persons or entities designated or deemed designated by the Executive pursuant to Section 12.2 herein. 2.3. Board means the Board of Directors of the Company. 2.4. Cause means: (a) the Executive's willful and continued failure to substantially perform the Executive’s employment duties in any material respect (other than any such failure resulting from physical or mental incapacity or occurring after issuance by the Executive of a Notice of Termination for Good Reason), after a written demand for substantial performance is delivered to the Executive that specifically identifies the manner in which the Company believes the Executive has failed to perform the Executive’s duties, and after the Executive has failed to resume substantial performance of the Executive’s duties on a continuous basis within thirty (30) calendar days of receiving such demand; (b) the Executive's willfully engaging in conduct which breaches Section 10 of this Agreement or any other conduct (other than conduct covered under (a) above) that is demonstrably and materially injurious to the Company or an affiliate; or (c) the Executive's having been convicted of, or pleading guilty or nolo contendere to, a felony under federal or state law. 2.5. Change in Control means either a “Change in Ownership,” a “Change in Effective Control,” or a “Change in Ownership of a Substantial Portion of Assets,” as defined below: “Change in Ownership”: A Change in Ownership of the Company occurs on the date that any one person, or more than one Person Acting as a Group (as defined below), acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company. However, if any one person or more than one Person Acting as a Group, is considered to own more than 50% of the total fair market value or total voting power of the stock of the Company, the acquisition of additional stock by the same person or persons is not considered to cause a Change in Ownership of the Company (or to cause a Change in Effective Control of the Company). An increase in the percentage of stock owned by any one person, or Persons Acting as a Group, as a result of a transaction in which the Company acquires its stock in exchange for property will be treated as an acquisition of stock. This applies only when there is a transfer of stock of the Company (or issuance of stock of the Company) and stock in the Company remains outstanding after the transaction. JBT – Change in Control Agreement - NEO -3- Persons Acting as a Group: Persons will not be considered to be acting as a group solely because they (i) purchase or own stock of the same corporation at the same time, or as a result of the same public offering, or (ii) purchase assets of the same corporation at the same time. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock or assets, or similar business transaction with the Company. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock or assets, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation only with respect to the ownership in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation. “Change in Effective Control”: A Change in Effective Control of the Company occurs on the date that either – (i) Any one person, or more than one Person Acting as a Group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 30% or more of the total voting power of the stock of the Company; or (ii) a majority of members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. A Change in Effective Control will have occurred only if the Participant is employed by the Company or an Employer upon the date of the Change in Effective Control or the Company is liable for the payment of the benefits hereunder and no other corporation is a majority shareholder of the Company. Further, in the absence of an event described in paragraph (i) or (ii), a Change in Effective Control of the Company will not have occurred. Acquisition of additional control: If any one person, or more than one Person Acting as a Group, is considered to effectively control the Company, the acquisition of additional control of the Company by the same person or persons is not considered to cause a Change in Effective Control of the Company (or to cause a Change in Ownership of the Company). "Change in Ownership of a Substantial Portion of Assets": A Change in Ownership of a Substantial Portion of Assets occurs on the date that any one person, or more than one Person Acting as a Group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. Transfers to a related person: There is no Change in Control when there is a transfer to an entity that is controlled by the shareholders of the Company immediately after the transfer. A transfer of assets by the Company is not treated as a Change of Ownership of a Substantial Portion of Assets if the assets are transferred to – JBT – Change in Control Agreement - NEO -4- (i) A shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock; (ii) An entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company; (iii) A person, or more than one Person Acting as a Group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company; or (iv) An entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in paragraph (iii). A person’s status is determined immediately after the transfer of the assets. For example, a transfer to a corporation in which the Company has no ownership interest before the transaction, but which is a majority-owned subsidiary of the Company after the transaction is not treated as a Change in Ownership of a Substantial Portion of Assets of the Company. 2.6. Code means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto. 2.7. Committee means the Compensation Committee of the Board or any other committee of the Board appointed to perform the functions of the Compensation Committee. 2.8. Company means John Bean Technologies Corporation, a Delaware corporation, or any successor thereto as provided in Article 11 herein. 2.9. Disability means complete and permanent inability by reason of illness or accident to perform the duties of the occupation at which the Executive was employed when such disability commenced. 2.10. Effective Date means the date of this Agreement set forth above. 2.11. Effective Date of Termination means the date on which a Qualifying Termination occurs which triggers the payment of Severance Benefits hereunder. 2.12. Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto. 2.13. Good Reason means, without the Executive's express written consent, the occurrence of any one or more of the following: (a) The assignment of the Executive to duties materially inconsistent with the Executive's authorities, duties, responsibilities, and status (including, without limitation, offices, titles and reporting requirements) as an employee of the Company (including, without limitation, any material change in duties or status as a result of the stock of the Company ceasing to be publicly traded or of the Company becoming a subsidiary of


 
JBT – Change in Control Agreement - NEO -5- another entity, or any material change in the Executive's reporting relationship, such as the chairman or chief executive officer ceasing to report to the Board of Directors of a publicly traded company), or a material reduction or alteration in the nature or status of the Executive's authorities, duties, or responsibilities from the greatest of (i) those in effect on the Effective Date; (ii) those in effect during the fiscal year immediately preceding the year of the Change in Control; and (iii) those in effect immediately preceding the Change in Control; (b) The Company's requiring the Executive to be based at a location which is at least fifty (50) miles further from the Executive’s then current primary residence than is such residence from the office where the Executive is located at the time of the Change in Control, except for required travel on the Company's business to an extent substantially consistent with the Executive's business obligations as of the Effective Date or as the same may be changed from time to time prior to a Change in Control; (c) A material reduction by the Company in the Executive’s Base Salary as in effect on the Effective Date or as the same may be increased from time to time; (d) A material reduction in the Executive’s level of participation in any of the Company’s short- and/or long-term incentive compensation plans, or employee benefit or retirement plans, policies, practices, or arrangements in which the Executive participates from the greatest of the levels in place: (i) on the Effective Date; (ii) during the fiscal year immediately preceding the fiscal year of the Change in Control; and (iii) on the date immediately preceding the date of the Change in Control; or (e) The failure of the Company to assume and agree to perform this Agreement in all material respects, as contemplated in Article 11 herein. The existence of Good Reason will not be affected by the Executive's temporary incapacity due to physical or mental illness not constituting a Disability. The Executive's continued employment will not constitute a waiver of the Executive's rights with respect to any circumstance constituting Good Reason. Notwithstanding the above to the contrary, “Good Reason” for Executive’s separation from employment will exist only if (i) the Executive provides written notice to the Company within ninety (90) days of the occurrence of any of the above listed events, (ii) the Company fails to cure the event within thirty (30) days following the Company’s receipt of the Executive’s written notice, and (iii) the Executive separates from employment with the Company effective not later than sixty (60) days after the end of the Company’s cure period. 2.14. Key Executive means the Company’s Chief Executive Officer and any other officer of the Company that reports directly to the Company’s Chief Executive Officer and is designated as a member of the Executive Leadership Team (or its equivalent) by the Chief Executive Officer. 2.15. Notice of Termination means a written notice which indicates the specific termination provision in this Agreement relied upon, and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated. JBT – Change in Control Agreement - NEO -6- 2.16. Person has the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as provided in Section 13(d). 2.17. Qualifying Termination means any of the events described in Section 3.2 herein, the occurrence of which triggers the payment of Severance Benefits hereunder. 2.18. Severance Benefits means the payment of severance compensation as provided in Section 3.3 herein. 2.19. Trust means the Company grantor trust to be created pursuant to Article 5 of this Agreement. Article 3. Severance Benefits 3.1. Right to Severance Benefits. The Executive will be entitled to receive from the Company Severance Benefits, as described in Section 3.3 herein, if there has been a Change in Control of the Company and if, within twenty-four (24) calendar months following the Change in Control, a Qualifying Termination of the Executive has occurred. The Executive will not be entitled to receive Severance Benefits if the Executive’s employment is terminated (i) for Cause, (ii) due to a voluntary termination without Good Reason, or (iii) due to death or Disability. 3.2. Qualifying Termination. The occurrence of any one or more of the following events will trigger the payment of Severance Benefits to the Executive under this Agreement: (a) An involuntary termination of the Executive's employment by the Company for reasons other than Cause, Disability or death within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs; (b) A voluntary termination by the Executive for Good Reason within twenty- four (24) calendar months following the month in which a Change in Control of the Company occurs pursuant to a Notice of Termination delivered to the Company by the Executive; or (c) The Company or any successor company breaches any of the material provisions of this Agreement. 3.3. Description of Severance Benefits. In the event the Executive becomes entitled to receive Severance Benefits, as provided in Sections 3.1 and 3.2 herein, the Company will pay to the Executive (or in the event of the Executive’s death, the Executive’s Beneficiary) and provide him with the following: JBT – Change in Control Agreement - NEO -7- (a) An amount equal to two (2) times the highest rate of the Executive's annualized Base Salary in effect at any time up to and including the Effective Date of Termination. (b) An amount equal to two (2) times the Executive's highest annualized target total cash Management Incentive Award granted under the John Bean Technologies Corporation Incentive Compensation and Stock Plan for any plan year up to and including the plan year in which the Executive's Effective Date of Termination occurs. (c) An amount equal to the Executive's unpaid Base Salary, and unused and accrued vacation pay, earned or accrued through the Effective Date of Termination. (d) An amount equal to the target total cash Management Incentive Award established for the plan year in which the Executive's Effective Date of Termination occurred, prorated through the Effective Date of Termination. (e) Subject to applicable law and regulation as of the Effective Date of Termination, a continuation of the Company’s welfare benefits of health care, life and accidental death and dismemberment, and disability insurance coverage for twenty-four (24) months after the Effective Date of Termination. These benefits will be provided to the Executive (and to the Executive's covered spouse and dependents) at the same premium cost, and at the same coverage level, as in effect as of the date of the Change in Control. The continuation of these welfare benefits will be discontinued prior to the end of the twenty-four (24) month period if the Executive has available substantially similar benefits at a comparable cost from a subsequent employer, as determined by the Committee. In addition, the Company will make available for purchase by the Executive continued health care, life and accidental death and dismemberment, and disability insurance coverage at the same coverage level as in effect as of the date of the Change in Control for a period of twenty-four (24) months beginning immediately upon the end of the coverage period provided under the foregoing provisions of this Section 3.3(e). (f) Time-based equity awards granted under the John Bean Technologies Corporation Incentive Compensation and Stock Plan will vest on the Effective Date of Termination and immediately become transferable thereafter. Performance-based equity awards will vest on the Effective Date of Termination. For purposes of determining the amount of the resulting award in such an event, the number of RSUs relating to any then- completed year(s) in the performance period that are deemed earned will be determined based on actual performance and, for any year(s) that have not been completed, it will be assumed that the Company achieved “target” performance on each of the performance measures for such year(s), resulting in the payment of 100% of the one-third of the total target RSU award amount of this grant relating to each such year. Any restrictions imposed by Company stock ownership guidelines applicable to the sale of the Company’s Common Stock by executive officers will not apply to any Awards granted to the Executive prior to a Change of Control under the John Bean Technologies Corporation Incentive JBT – Change in Control Agreement - NEO -8- Compensation and Stock Plan or other incentive arrangements adopted by the Company that vests as a result of the Change of Control in accordance with the terms of this Agreement. The aggregate benefits accrued by the Executive as of the Effective Date of Termination under the John Bean Technologies Corporation Salaried Employees’ Retirement Program, the John Bean Technologies Corporation Savings and Investment Plan, the John Bean Technologies Corporation Salaried Employees’ Equivalent Retirement Plan, the John Bean Technologies Corporation Non- Qualified Savings and Investment Plan and other savings and retirement plans sponsored by the Company will be determined and distributed pursuant to the terms of the applicable plan in effect as of the day immediately prior to the Change in Control, including but not limited to, the Executive’s distribution elections. Solely for vesting purposes under the Company's nonqualified retirement plans, it will be assumed that the Executive's employment continued following the Effective Date of Termination for two (2) full years (i.e., two (2) additional years of age and service credits will be added for vesting only). 3.4. Termination for Disability. If the Executive's employment is terminated due to Disability, the Executive will receive the Executive’s Base Salary through the Effective Date of Termination, and the Executive's benefits will be determined in accordance with the Company's disability, retirement, survivor's benefits, insurance and other applicable plans and programs then in effect and the Executive will not be entitled to the Severance Benefits described in Section 3.3. 3.5. Termination upon Death. If the Executive's employment is terminated due to death, the Executive's benefits will be determined in accordance with the Company's retirement, survivor's benefits, insurance and other applicable programs of the Company then in effect and neither the Executive nor the Executive’s Beneficiary will be entitled to the Severance Benefits described in Section 3.3. 3.6. Termination for Cause, or Other Than for Good Reason. Following a Change in Control of the Company, if the Executive's employment is terminated either: (a) by the Company for Cause; or (b) by the Executive (other than for Good Reason, or under circumstances giving rise to a Qualifying Termination described in Section 3.2(c) herein), the Company will pay the Executive an amount equal to the Executive’s Base Salary and accrued vacation through the Effective Date of Termination, at the rate then in effect, plus all other amounts to which the Executive is entitled under any plans of the Company, at the time such payments are due and the Company will have no further obligations to the Executive under this Agreement. If the Executive’s employment is terminated for Cause or Other Than for Good Reason, the Executive is not entitled to the Severance Benefits described in Section 3.3. 3.7. Notice of Termination. Any termination of employment by the Company or by the Executive for Good Reason will be communicated by a Notice of Termination.


 
JBT – Change in Control Agreement - NEO -9- Article 4. Form and Timing of Severance Benefits 4.1. Form and Timing of Severance Benefits. Subject to the provisions of Section 10(d), the Severance Benefits described in Sections 3.3 (a), (b), (c) and (d) herein will be paid in cash to the Executive (or the Executive’s Beneficiary, if applicable) in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event beyond thirty (30) days from such date; provided, if any such Severance Benefits constitute deferred compensation under Section 409A of the Code and are payable within a period that spans two calendar years, such Severance Benefits shall be paid in the later calendar year; provided further that, if the Executive is deemed on the Effective Date of Termination to be a “specified employee” within the meaning of Section 409A(a)(2)(B) of the Code, any such Severance Benefits that constitute deferred compensation under Section 409A of the Code and would otherwise be payable prior to the earlier of (i) the 6-month anniversary of the Executive’s Qualifying Termination and (ii) the date of the Executive’s death (the “Delay Period”) shall instead be paid in a lump sum immediately upon (and not before) the expiration of the Delay Period. To the extent any in-kind benefits provided to Executive, or any reimbursement by the Company for expenses incurred by Executive to obtain such benefits, under Section 3.3 (e) herein constitute deferred compensation under Section 409A of the Code, (i) all such reimbursements shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (ii) any right to such reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and (iv) if Executive is deemed on the Effective Date of Termination to be a “specified employee” within the meaning of Section 409A(a)(2)(B) of the Code, the Executive shall pay the cost of all such in-kind benefits during the Delay Period and the Company shall reimburse the Executive for such costs immediately upon expiration of the Delay Period.. 4.2. Withholding of Taxes. The Company will be entitled to withhold from any amounts payable under this Agreement all taxes as may be legally required (including, without limitation, any United States federal taxes and any other state, city, or local taxes). Article 5. Tax Adjustment Payment 5.1. Tax Adjustment Payment. In the event that the Executive (or the Executive’s Beneficiary, if applicable) becomes entitled to Severance Benefits or any other payment or benefit under this Agreement, or under any other agreement with or plan of the Company (in the aggregate, the "Total Payments"), whether or not the Executive has terminated employment with the Company, if all or any part of the Total Payments will be subject to the tax imposed by Section 4999 of the Code (or any similar tax that may hereafter be imposed) (the "Excise Tax"), the Total Payments shall be reduced (but not below zero) such that the value of the Total Payments shall be one dollar ($1) less than the maximum amount of payments which the Executive may receive without becoming subject to the tax imposed by Section 4999 of the Code; provided, however, that the foregoing limitation shall not apply in the event that it is determined that the Total Payments on an after-tax basis (i.e., after payment of federal, state, and local income taxes, penalties, interest, and Excise JBT – Change in Control Agreement - NEO -10- Tax) if such limitation is not applied would exceed the after-tax benefits to the Executive if such limitation is applied. The Executive shall bear the expense of any and all Excise Taxes due on any payments that are deemed to be “excess parachute payments” under Section 280G of the Code. 5.2. Tax Computation. The determination of whether any of the Total Payments will be subject to the Excise Tax and the assumptions to be used in arriving at such determination, shall be made by a nationally recognized certified public accounting firm that does not serve as an accountant or auditor for any individual, entity or group effecting the Change in Control as designated by the Company (the “Accounting Firm”). The Accounting Firm will provide detailed supporting calculations to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive or the Company requesting a calculation hereunder. All fees and expenses of the Accounting Firm will be paid by the Company. Article 6. Establishment of Trust As soon as practicable following the Effective Date hereof, the Company will create a Trust (which will be a grantor trust within the meaning of Sections 671-678 of the Code) for the benefit of the Executive and Beneficiaries, as appropriate. The Trust will have a Trustee as selected by the Company, and will have certain restrictions as to the Company's ability to amend the Trust or cancel benefits provided thereunder. Any assets contained in the Trust will, at all times, be specifically subject to the claims of the Company's general creditors in the event of bankruptcy or insolvency; such terms to be specifically defined within the provisions of the Trust, along with the required procedure for notifying the Trustee of any bankruptcy or insolvency. At any time following the Effective Date hereof, the Company may, but is not obligated to, deposit assets in the Trust in an amount equal to or less than the aggregate Severance Benefits which may become due to the Executive under Sections 3.3 (a), (b), (c) and (d) and 5.1 of this Agreement. As soon as practicable after the Company has knowledge that a Change in Control is imminent, but no later than the day immediately preceding the date of the Change in Control, the Company will deposit assets in such Trust in an amount equal to the estimated aggregate Severance Benefits which may become due to the Executive under Sections 3.3 (a), (b), (c) and (d), 5.1 Articles 8 and 9 of this Agreement. Such deposited amounts will be reviewed and increased, if necessary, every six (6) months following a Change in Control to reflect the Executive's estimated aggregate Severance Benefits at such time. Article 7. The Company's Payment Obligation The Company's obligation to make the payments and the arrangements provided for herein will be absolute and unconditional, and will not be affected by any circumstances, including, without limitation, any offset, counterclaim, recoupment, defense, or other right which the Company may have against the Executive or anyone else. All amounts payable by the Company hereunder will be paid without notice or demand. Each and every payment made hereunder by the Company will be final, and the Company will not seek to recover all or any part of such payment from the Executive or from whomsoever may be entitled thereto, for any reasons whatsoever. JBT – Change in Control Agreement - NEO -11- The Executive will not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Agreement, and the obtaining of any such other employment will in no event effect any reduction of the Company's obligations to make the payments and arrangements required to be made under this Agreement, except to the extent provided in Section 3.3(e) and in Section 10 herein. Notwithstanding anything in this Agreement to the contrary, if Severance Benefits are paid under this Agreement, no severance benefits under any program of the Company, other than benefits described in this Agreement, will be paid to the Executive. Article 8. Fees and Expenses To the extent permitted by law, the Company will pay as incurred within ten (10) days following receipt of an invoice from the Executive, which invoice shall be submitted no later than ninety (90) days following the date Executive incurs liability for the relevant item, all reasonable legal fees, costs of litigation, prejudgment interest, and other expenses incurred in good faith by the Executive as a result of the Company's refusal to provide the Severance Benefits to which the Executive becomes entitled under this Agreement, or as a result of the Company's contesting the validity, enforceability, or interpretation of this Agreement, or as a result of any conflict (including, without limitation, conflicts related to the calculations under Article 5 hereof) between the parties pertaining to this Agreement. The Company’s obligations under this Article 8 shall apply only to reasonable legal fees, costs of litigation, prejudgment interest, and other expenses incurred on or before the date that is ten (10) years after Executive’s death, (b) shall not be subject to liquidation, and (c) may not be exchanged for another benefit. The amount of the legal fees, costs of litigation, prejudgment interest, and other expenses for which Executive is entitled to be reimbursed under this Article 8 in any calendar year shall not affect Executive’s right to reimbursement of any expenses or in-kind benefits to which Executive is entitled under this Agreement or any other agreement to which Executive and the Company are parties. Article 9. Outplacement Assistance and Financial Planning Following a Qualifying Termination (as described in Section 3.2 herein), the Executive will be reimbursed by the Company for the reasonable costs of all outplacement services obtained by the Executive within a twelve (12) month period after the Effective Date of Termination; provided that the maximum amount of outplacement assistance to be reimbursed will not exceed the amount determined by the then current outplacement service standard benefit for Key Executives; and further provided that the invoice for such services are submitted no later than ninety (90) days following the date the Executive incurs such costs. The Company’s obligations under this Article 9 (a) shall apply only to costs for outplacement services obtained by the Executive, (b) shall not be subject to liquidation, and (c) may not be exchanged for another benefit. The amount of the costs of the outplacement services for which the Executive is entitled to be reimbursed under this Article 9 in any calendar year shall not affect Executive’s right to reimbursement of any expenses or in-kind benefits to which the Executive is entitled under this Agreement or any other agreement to which the Executive and the Company are parties. JBT – Change in Control Agreement - NEO -12- The Company shall also pay to the covered Executive a single lump sum payment of $20,000 LESS any amounts that the Company has previously reimbursed the Executive for financial planning/tax preparation assistance expenses in the calendar year in which the Termination occurs. Article 10. Non-Compete, Non-Solicitation, Confidential Information and Release (a) Covenant not to Compete (i) Compliance with the provisions of this Article 10 is an express condition of the Executive's right to receive payments and benefits under this Agreement. The Executive acknowledges and recognizes the confidential information and records provided by the Company and its successors and assigns, the benefits provided hereunder, and the professional training and experience he will receive from the Company, as well as the highly competitive nature of the Company’s business, and in consideration of all of the above, agrees that during the period beginning on the Effective Date of Termination and ending twenty four (24) months thereafter (the "Covered Time"), the Executive will not compete with the business of the Company. For purposes hereof, "competition" shall mean any engaging, directly or indirectly, in the "Covered Business" (as hereinafter defined) in any state of the United States of America or any nation in which the Company is conducting business as of the Effective Date of Termination (the "Covered Area"). For purposes of this Agreement, "Covered Business" shall mean providing any services similar in scope or nature to the services provided by the Executive immediately prior to his or her Effective Date of Termination. For purposes of this Article 10, the phrase "engaging, directly or indirectly" shall mean engaging directly or having an interest, directly or indirectly, as owner, partner, shareholder, agent, representative, employee, officer, director, independent contractor, capital investor, lender, consultant or advisor (other than as the holder of less than 2% of the outstanding stock of a publicly-traded corporation), either alone or in association with others, in the operation of any aspect of any type of business or enterprise engaged in any aspect of the Covered Business. (ii) The Executive agrees that during the term of this Agreement (including any extensions thereof) and for the twenty-four (24) months thereafter, he shall not (i) directly or indirectly solicit or attempt to solicit any of the employees, agents, consultants, or representatives of the Company or affiliates of the Company to leave any of such entities; or (ii) directly or indirectly solicit or attempt to solicit any of the employees, agents, consultants or representatives of the Company or affiliates of the Company to become employees, agents, representatives or consultants of any other person or entity. (iii) The Executive understands that the provisions of Sections 10(a)(i) and (ii) may limit his ability to earn a livelihood in a business similar to the business of the Company but nevertheless agrees and hereby acknowledges that the restrictions and limitations thereof are reasonable in scope, area, and duration, are reasonably necessary to protect the goodwill and business interests of the Company, and that the consideration provided under this Agreement is sufficient to justify the restrictions contained in such provisions. Accordingly, in consideration thereof and in light of the Executive's education, skills and abilities, the Executive agrees that he will not assert that, and it should not be considered that, such provisions are either unreasonable in scope, area, or duration, or will prevent him from earning a living, or otherwise are void, voidable, or unenforceable or should be voided or held unenforceable.


 
JBT – Change in Control Agreement - NEO -13- (b) Enforcement (i) The parties hereto agree and acknowledge that the covenants and agreements contained herein are reasonable in scope, area, and duration and necessary to protect the reasonable competitive business interests of the Company, including, without limitation, the value of the proprietary information and goodwill of the Company. (ii) The Executive agrees that the covenants and undertakings contained in Article 10 of this Agreement relate to matters which are of a special, unique and extraordinary character and that the Company cannot be reasonably or adequately compensated in damages in an action at law in the event the Executive breaches any of these covenants or undertakings. Therefore, the Executive agrees that the Company shall be entitled, as a matter of course, without the need to prove irreparable injury, to an injunction, restraining order or other equitable relief from any court of competent jurisdiction, restraining any violation or threatened violation of any of such terms by the Executive and such other persons as the court shall order. The Executive agrees to pay costs and legal fees incurred by the Company in obtaining such injunction. (iii) Rights and remedies provided for in this Section 10(b) are cumulative and shall be in addition to rights and remedies otherwise available to the parties under any other agreement or applicable law. (iv) In the event that any provision of this Agreement shall to any extent be held invalid, unreasonable or unenforceable in any circumstances, the parties hereto agree that the remainder of this Agreement and the application of such provision of this Agreement to other circumstances shall be valid and enforceable to the fullest extent permitted by law. If any provision of this Agreement is held to be unenforceable because of the scope or duration of or the area covered by such provision, the parties hereto agree that the court or arbitrator making such determination shall reduce the scope, duration and/or area of such provision (and shall substitute appropriate provisions for any such unenforceable provisions) in order to make such provision enforceable to the fullest extent permitted by law, and/or shall delete specific words and phrases, and such modified provision shall then be enforceable and shall be enforced. The parties hereto recognize that if, in any judicial proceeding, a court shall refuse to enforce any of the separate covenants contained in this Agreement; then that unenforceable covenant contained in this Agreement shall be deemed eliminated from these provisions to the extent necessary to permit the remaining separate covenants to be enforced. In the event that any court or arbitrator determines that the time period or the area, or both, are unreasonable and that any of the covenants is to that extent unenforceable, the parties hereto agree that such covenants will remain in full force and effect, first, for the greatest time period, and second, in the greatest geographical area that would not render them unenforceable. (v) In the event of the Executive's breach of this Article 10, in addition to all other rights the Company may have hereunder or in law or in equity, all payments and benefits hereunder shall cease; all options, stock, and other securities granted by the Company or its successor, including stock obtained through prior exercise of options, shall be immediately forfeited (whether or not vested), and the original purchase price, if any, shall be returned to the Executive; and all profits JBT – Change in Control Agreement - NEO -14- received through exercise of options or sale of stock, and all previous payments and benefits made or provided hereunder shall be promptly returned and repaid to the Company. (c) Confidential Information The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive's employment by the Company or any of its affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive's employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. In no event shall an asserted violation of the provisions of this Section 10(c) constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement. (d) Release The Executive's execution of a complete and general release of any and all of his potential claims (other than for vested benefits described in this Agreement or any other vested benefits with the Company and/or its affiliates) against the Company, any of its affiliated companies, and their respective successors and any officers, employees, agents, directors, attorneys, insurers, underwriters, and assigns of the Company, its affiliates and/or successors, is an express condition of the Executive's right to receive payments, vesting, and benefits hereunder. The Executive shall be required to execute a Waiver and Release Agreement which documents the release required under this Section 10(d), the form of which shall be provided to the Executive by Company. Article 11. Successors and Assignment 11.1. Successors to the Company. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) of all or substantially all of the business and/or assets of the Company or of any division or subsidiary thereof to expressly assume and agree to perform the Company's obligations under this Agreement in the same manner and to the same extent that the Company would be required to perform them if no such succession had taken place. 11.2. Assignment by the Executive. This Agreement will inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. If the Executive dies while any amount would still be payable to him hereunder had he continued to live, all such amounts, unless otherwise provided herein, will be paid in accordance with the terms of this Agreement to the Executive's Beneficiary. If the Executive has not named a Beneficiary, then such amounts will be paid to the Executive's devisee, legatee, or other designee, or if there is no such designee, to the Executive's estate, and such designee, or the Executive’s estate will be treated as the Beneficiary hereunder. JBT – Change in Control Agreement - NEO -15- Article 12. Miscellaneous 12.1. Employment Status. Except as may be provided under any other agreement between the Executive 1and the Company, the employment of the Executive by the Company is "at will," and may be terminated by either the Executive or the Company at any time, subject to applicable law. 12.2. Beneficiaries. The Executive may designate one or more persons or entities as the primary and/or contingent Beneficiaries of any Severance Benefits including, without limitation, payments under Article 5 hereof, owing to the Executive under this Agreement. Such designation must be in writing, executed by the Executive and in a form acceptable to the Committee. The Executive may make or change such designations at any time. 12.3. Severability. In the event any provision of this Agreement will be held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Agreement, and the Agreement will be construed and enforced as if the illegal or invalid provision had not been included. Further, the captions of this Agreement are not part of the provisions hereof and will have no force and effect. 12.4. Modification. No provision of this Agreement may be modified, waived, or discharged unless such modification, waiver, or discharge is agreed to in writing and signed by the Executive and by an authorized member of the Committee, or by the respective parties' legal representatives and successors. 12.5. Applicable Law. To the extent not preempted by the laws of the United States, the laws of the state of Delaware will be the controlling law in all matters relating to this Agreement. 12.6. Indemnification. To the full extent permitted by law, the Company will, both during and after the period of the Executive's employment, indemnify the Executive (including by advancing him expenses) for any judgments, fines, amounts paid in settlement and reasonable expenses, including any attorneys' fees, incurred by the Executive in connection with the defense of any lawsuit or other claim to which he is made a party by reason of being (or having been) an officer, director or employee of the Company or any of its subsidiaries. The Executive will be covered by director and officer liability insurance to the maximum extent that that insurance covers any officer or director (or former officer or director) of the Company. 12.7. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, representations or proposals, whether written or oral. JBT – Change in Control Agreement - NEO -16- IN WITNESS WHEREOF, the parties have executed this Agreement on this ____ day of _____________, 20__. JOHN BEAN TECHNOLOGIES Executive: CORPORATION By: _________________________________ ____________________________________ Name: _________________________________ Its: Compensation Committee Chair By: _________________________________ Name: _________________________________ Its: Executive Vice President, Human Resources


 
Exhibit 10.9 JOHN BEAN TECHNOLOGIES CORPORATION Change in Control Executive Severance Agreement THIS AGREEMENT is made and entered into as of the ____ day of ________________, 202_, by and between JOHN BEAN TECHNOLOGIES CORPORATION (hereinafter referred to as the "Company") and ___________________________ (hereinafter referred to as the "Executive"). WHEREAS, the Board has approved the Company’s entering into severance agreements with certain key executives of the Company; WHEREAS, the Executive is a key executive of the Company; WHEREAS, should the possibility of a Change in Control of the Company arise, the Board believes it is imperative that the Company and the Board should be able to rely upon the Executive to continue in the Executive’s position, and that the Company should be able to receive and rely upon the Executive's advice, if requested, as to the best interests of the Company and its shareholders without concern that the Executive might be distracted by the personal uncertainties and risks created by the possibility of a Change in Control; WHEREAS, should the possibility of a Change in Control arise, in addition to the Executive’s regular duties, the Executive may be called upon to assist in the assessment of such possible Change in Control, advise management and the Board as to whether such Change in Control would be in the best interests of the Company and its shareholders, and to take such other actions as the Board might determine to be appropriate; and NOW THEREFORE, to assure the Company that it will have the continued dedication of the Executive and the availability of the Executive’s advice and counsel notwithstanding the possibility, threat, or occurrence of a Change in Control of the Company, and to induce the Executive to remain in the employ of the Company, and for other good and valuable consideration, the Company and the Executive agree as follows: Article 1. Establishment, Term, and Purpose This Agreement will commence on the Effective Date and will continue in effect until six (6) months after the date that the Executive is no longer a “Key Executive” of the Company, as defined in this Agreement. However, in the event a Change in Control occurs during the term of this Agreement, this Agreement will remain in effect for the longer of: (i) twenty-four (24) months beyond the month in which such Change in Control occurred; and (ii) until all obligations of the Company hereunder have been fulfilled, and until all benefits required hereunder have been paid to the Executive. -2- Article 2. Definitions Whenever used in this Agreement, the following terms will have the meanings set forth below and, when the meaning is intended, the initial letter of the word is capitalized. 2.1. Base Salary means the salary of record paid to an Executive as annual salary, excluding amounts received under incentive or other bonus plans, whether or not deferred. 2.2. Beneficiary means the persons or entities designated or deemed designated by the Executive pursuant to Section 12.2 herein. 2.3. Board means the Board of Directors of the Company. 2.4. Cause means: (a) the Executive's willful and continued failure to substantially perform the Executive’s employment duties in any material respect (other than any such failure resulting from physical or mental incapacity or occurring after issuance by the Executive of a Notice of Termination for Good Reason), after a written demand for substantial performance is delivered to the Executive that specifically identifies the manner in which the Company believes the Executive has failed to perform the Executive’s duties, and after the Executive has failed to resume substantial performance of the Executive’s duties on a continuous basis within thirty (30) calendar days of receiving such demand; (b) the Executive's willfully engaging in conduct which breaches Section 10 of this Agreement or any other conduct (other than conduct covered under (a) above) that is demonstrably and materially injurious to the Company or an affiliate; or (c) the Executive's having been convicted of, or pleading guilty or nolo contendere to, a felony under federal or state law. 2.5. Change in Control means either a “Change in Ownership,” a “Change in Effective Control,” or a “Change in Ownership of a Substantial Portion of Assets,” as defined below: “Change in Ownership”: A Change in Ownership of the Company occurs on the date that any one person, or more than one Person Acting as a Group (as defined below), acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company. However, if any one person or more than one Person Acting as a Group, is considered to own more than 50% of the total fair market value or total voting power of the stock of the Company, the acquisition of additional stock by the same person or persons is not considered to cause a Change in Ownership of the Company (or to cause a Change in Effective Control of the Company). An increase in the percentage of stock owned by any one person, or Persons Acting as a Group, as a result of a transaction in which the Company acquires its stock in exchange for property will be treated as an acquisition of stock. This applies only when there is a transfer of stock of the Company (or issuance of stock of the Company) and stock in the Company remains outstanding after the transaction. -3- Persons Acting as a Group: Persons will not be considered to be acting as a group solely because they (i) purchase or own stock of the same corporation at the same time, or as a result of the same public offering, or (ii) purchase assets of the same corporation at the same time. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock or assets, or similar business transaction with the Company. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock or assets, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation only with respect to the ownership in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation. “Change in Effective Control”: A Change in Effective Control of the Company occurs on the date that either – (i) Any one person, or more than one Person Acting as a Group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 30% or more of the total voting power of the stock of the Company; or (ii) a majority of members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. A Change in Effective Control will have occurred only if the Participant is employed by the Company or an Employer upon the date of the Change in Effective Control or the Company is liable for the payment of the benefits hereunder and no other corporation is a majority shareholder of the Company. Further, in the absence of an event described in paragraph (i) or (ii), a Change in Effective Control of the Company will not have occurred. Acquisition of additional control: If any one person, or more than one Person Acting as a Group, is considered to effectively control the Company, the acquisition of additional control of the Company by the same person or persons is not considered to cause a Change in Effective Control of the Company (or to cause a Change in Ownership of the Company). "Change in Ownership of a Substantial Portion of Assets": A Change in Ownership of a Substantial Portion of Assets occurs on the date that any one person, or more than one Person Acting as a Group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. Transfers to a related person: There is no Change in Control when there is a transfer to an entity that is controlled by the shareholders of the Company immediately after the transfer. A transfer of assets by the Company is not treated as a Change of Ownership of a Substantial Portion of Assets if the assets are transferred to – -4- (i) A shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock; (ii) An entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company; (iii) A person, or more than one Person Acting as a Group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company; or (iv) An entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in paragraph (iii). A person’s status is determined immediately after the transfer of the assets. For example, a transfer to a corporation in which the Company has no ownership interest before the transaction, but which is a majority-owned subsidiary of the Company after the transaction is not treated as a Change in Ownership of a Substantial Portion of Assets of the Company. 2.6. Code means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto. 2.7. Committee means the Compensation Committee of the Board or any other committee of the Board appointed to perform the functions of the Compensation Committee. 2.8. Company means John Bean Technologies Corporation, a Delaware corporation, or any successor thereto as provided in Article 11 herein. 2.9. Disability means complete and permanent inability by reason of illness or accident to perform the duties of the occupation at which the Executive was employed when such disability commenced. 2.10. Effective Date means the date of this Agreement set forth above. 2.11. Effective Date of Termination means the date on which a Qualifying Termination occurs which triggers the payment of Severance Benefits hereunder. 2.12. Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto. 2.13. Good Reason means, without the Executive's express written consent, the occurrence of any one or more of the following: (a) The assignment of the Executive to duties materially inconsistent with the Executive's authorities, duties, responsibilities, and status (including, without limitation, offices, titles and reporting requirements) as an employee of the Company (including, without limitation, any material change in duties or status as a result of the stock of the Company ceasing to be publicly traded or of the Company becoming a subsidiary of


 
-5- another entity, or any material change in the Executive's reporting relationship, such as the chairman or chief executive officer ceasing to report to the Board of Directors of a publicly traded company), or a material reduction or alteration in the nature or status of the Executive's authorities, duties, or responsibilities from the greatest of (i) those in effect on the Effective Date; (ii) those in effect during the fiscal year immediately preceding the year of the Change in Control; and (iii) those in effect immediately preceding the Change in Control; (b) The Company's requiring the Executive to be based at a location which is at least fifty (50) miles further from the Executive’s then current primary residence than is such residence from the office where the Executive is located at the time of the Change in Control, except for required travel on the Company's business to an extent substantially consistent with the Executive's business obligations as of the Effective Date or as the same may be changed from time to time prior to a Change in Control; (c) A material reduction by the Company in the Executive’s Base Salary as in effect on the Effective Date or as the same may be increased from time to time; (d) A material reduction in the Executive’s level of participation in any of the Company’s short- and/or long-term incentive compensation plans, or employee benefit or retirement plans, policies, practices, or arrangements in which the Executive participates from the greatest of the levels in place: (i) on the Effective Date; (ii) during the fiscal year immediately preceding the fiscal year of the Change in Control; and (iii) on the date immediately preceding the date of the Change in Control; or (e) The failure of the Company to assume and agree to perform this Agreement in all material respects, as contemplated in Article 11 herein. The existence of Good Reason will not be affected by the Executive's temporary incapacity due to physical or mental illness not constituting a Disability. The Executive's continued employment will not constitute a waiver of the Executive's rights with respect to any circumstance constituting Good Reason. Notwithstanding the above to the contrary, “Good Reason” for Executive’s separation from employment will exist only if (i) the Executive provides written notice to the Company within ninety (90) days of the occurrence of any of the above listed events, (ii) the Company fails to cure the event within thirty (30) days following the Company’s receipt of the Executive’s written notice, and (iii) the Executive separates from employment with the Company effective not later than sixty (60) days after the end of the Company’s cure period. 2.14. Key Executive means the Company’s Chief Executive Officer and any other officer of the Company that reports directly to the Company’s Chief Executive Officer and is designated as a member of the Executive Leadership Team (or its equivalent) by the Chief Executive Officer. 2.15. Notice of Termination means a written notice which indicates the specific termination provision in this Agreement relied upon, and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated. -6- 2.16. Person has the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as provided in Section 13(d). 2.17. Qualifying Termination means any of the events described in Section 3.2 herein, the occurrence of which triggers the payment of Severance Benefits hereunder. 2.18. Severance Benefits means the payment of severance compensation as provided in Section 3.3 herein. 2.19. Trust means the Company grantor trust to be created pursuant to Article 5 of this Agreement. Article 3. Severance Benefits 3.1. Right to Severance Benefits. The Executive will be entitled to receive from the Company Severance Benefits, as described in Section 3.3 herein, if there has been a Change in Control of the Company and if, within twenty-four (24) calendar months following the Change in Control, a Qualifying Termination of the Executive has occurred. The Executive will not be entitled to receive Severance Benefits if the Executive’s employment is terminated (i) for Cause, (ii) due to a voluntary termination without Good Reason, or (iii) due to death or Disability. 3.2. Qualifying Termination. The occurrence of any one or more of the following events will trigger the payment of Severance Benefits to the Executive under this Agreement: (a) An involuntary termination of the Executive's employment by the Company for reasons other than Cause, Disability or death within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs; (b) A voluntary termination by the Executive for Good Reason within twenty- four (24) calendar months following the month in which a Change in Control of the Company occurs pursuant to a Notice of Termination delivered to the Company by the Executive; or (c) The Company or any successor company breaches any of the material provisions of this Agreement. 3.3. Description of Severance Benefits. In the event the Executive becomes entitled to receive Severance Benefits, as provided in Sections 3.1 and 3.2 herein, the Company will pay to the Executive (or in the event of the Executive’s death, the Executive’s Beneficiary) and provide him with the following: -7- (a) An amount equal to three (3) times the highest rate of the Executive's annualized Base Salary in effect at any time up to and including the Effective Date of Termination. (b) An amount equal to three (3) times the Executive's highest annualized target total cash Management Incentive Award granted under the John Bean Technologies Corporation Incentive Compensation and Stock Plan for any plan year up to and including the plan year in which the Executive's Effective Date of Termination occurs. (c) An amount equal to the Executive's unpaid Base Salary, and unused and accrued vacation pay, earned or accrued through the Effective Date of Termination. (d) An amount equal to the target total cash Management Incentive Award established for the plan year in which the Executive's Effective Date of Termination occurred, prorated through the Effective Date of Termination. (e) Subject to applicable law and regulation as of the Effective Date of Termination, a continuation of the Company’s welfare benefits of health care, life and accidental death and dismemberment, and disability insurance coverage for twenty-four (24) months after the Effective Date of Termination. These benefits will be provided to the Executive (and to the Executive's covered spouse and dependents) at the same premium cost, and at the same coverage level, as in effect as of the date of the Change in Control. The continuation of these welfare benefits will be discontinued prior to the end of the twenty-four (24) month period if the Executive has available substantially similar benefits at a comparable cost from a subsequent employer, as determined by the Committee. In addition, the Company will make available for purchase by the Executive continued health care, life and accidental death and dismemberment, and disability insurance coverage at the same coverage level as in effect as of the date of the Change in Control for a period of twenty-four (24) months beginning immediately upon the end of the coverage period provided under the foregoing provisions of this Section 3.3(e). (f) Time-based equity awards granted under the John Bean Technologies Corporation Incentive Compensation and Stock Plan will vest on the Effective Date of Termination and immediately become transferable thereafter. Performance-based equity awards will vest on the Effective Date of Termination. For purposes of determining the amount of the resulting award in such an event, the number of RSUs relating to any then- completed year(s) in the performance period that are deemed earned will be determined based on actual performance and, for any year(s) that have not been completed, it will be assumed that the Company achieved “target” performance on each of the performance measures for such year(s), resulting in the payment of 100% of the one-third of the total target RSU award amount of this grant relating to each such year. Any restrictions imposed by Company stock ownership guidelines applicable to the sale of the Company’s Common Stock by executive officers will not apply to any Awards granted to the Executive prior to a Change of Control under the John Bean Technologies Corporation Incentive Compensation and Stock Plan or other incentive arrangements adopted by the Company that vests -8- as a result of the Change of Control in accordance with the terms of this Agreement. The aggregate benefits accrued by the Executive as of the Effective Date of Termination under the John Bean Technologies Corporation Salaried Employees’ Retirement Program, the John Bean Technologies Corporation Savings and Investment Plan, the John Bean Technologies Corporation Salaried Employees’ Equivalent Retirement Plan, the John Bean Technologies Corporation Non- Qualified Savings and Investment Plan and other savings and retirement plans sponsored by the Company will be determined and distributed pursuant to the terms of the applicable plan in effect as of the day immediately prior to the Change in Control, including but not limited to, the Executive’s distribution elections. Solely for vesting purposes under the Company's nonqualified retirement plans, it will be assumed that the Executive's employment continued following the Effective Date of Termination for three (3) full years (i.e., three (3) additional years of age and service credits will be added for vesting only). 3.4. Termination for Disability. If the Executive's employment is terminated due to Disability, the Executive will receive the Executive’s Base Salary through the Effective Date of Termination, and the Executive's benefits will be determined in accordance with the Company's disability, retirement, survivor's benefits, insurance and other applicable plans and programs then in effect and the Executive will not be entitled to the Severance Benefits described in Section 3.3. 3.5. Termination upon Death. If the Executive's employment is terminated due to death, the Executive's benefits will be determined in accordance with the Company's retirement, survivor's benefits, insurance and other applicable programs of the Company then in effect and neither the Executive nor the Executive’s Beneficiary will be entitled to the Severance Benefits described in Section 3.3. 3.6. Termination for Cause, or Other Than for Good Reason. Following a Change in Control of the Company, if the Executive's employment is terminated either: (a) by the Company for Cause; or (b) by the Executive (other than for Good Reason, or under circumstances giving rise to a Qualifying Termination described in Section 3.2(c) herein), the Company will pay the Executive an amount equal to the Executive’s Base Salary and accrued vacation through the Effective Date of Termination, at the rate then in effect, plus all other amounts to which the Executive is entitled under any plans of the Company, at the time such payments are due and the Company will have no further obligations to the Executive under this Agreement. If the Executive’s employment is terminated for Cause or Other Than for Good Reason, the Executive is not entitled to the Severance Benefits described in Section 3.3. 3.7. Notice of Termination. Any termination of employment by the Company or by the Executive for Good Reason will be communicated by a Notice of Termination. Article 4. Form and Timing of Severance Benefits 4.1. Form and Timing of Severance Benefits. Subject to the provisions of Section 10(d), the Severance Benefits described in Sections 3.3 (a), (b), (c) and (d) herein will be paid in cash to the


 
-9- Executive (or the Executive’s Beneficiary, if applicable) in a single lump sum as soon as practicable following the Effective Date of Termination, but in no event beyond thirty (30) days from such date; provided, if any such Severance Benefits constitute deferred compensation under Section 409A of the Code and are payable within a period that spans two calendar years, such Severance Benefits shall be paid in the later calendar year; provided further that, if the Executive is deemed on the Effective Date of Termination to be a “specified employee” within the meaning of Section 409A(a)(2)(B) of the Code, any such Severance Benefits that constitute deferred compensation under Section 409A of the Code and would otherwise be payable prior to the earlier of (i) the 6-month anniversary of the Executive’s Qualifying Termination and (ii) the date of the Executive’s death (the “Delay Period”) shall instead be paid in a lump sum immediately upon (and not before) the expiration of the Delay Period. To the extent any in-kind benefits provided to Executive, or any reimbursement by the Company for expenses incurred by Executive to obtain such benefits, under Section 3.3 (e) herein constitute deferred compensation under Section 409A of the Code, (i) all such reimbursements shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (ii) any right to such reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and (iv) if Executive is deemed on the Effective Date of Termination to be a “specified employee” within the meaning of Section 409A(a)(2)(B) of the Code, the Executive shall pay the cost of all such in-kind benefits during the Delay Period and the Company shall reimburse the Executive for such costs immediately upon expiration of the Delay Period. 4.2. Withholding of Taxes. The Company will be entitled to withhold from any amounts payable under this Agreement all taxes as may be legally required (including, without limitation, any United States federal taxes and any other state, city, or local taxes). Article 5. Tax Adjustment Payment 5.1. Tax Adjustment Payment. In the event that the Executive (or the Executive’s Beneficiary, if applicable) becomes entitled to Severance Benefits or any other payment or benefit under this Agreement, or under any other agreement with or plan of the Company (in the aggregate, the "Total Payments"), whether or not the Executive has terminated employment with the Company, if all or any part of the Total Payments will be subject to the tax imposed by Section 4999 of the Code (or any similar tax that may hereafter be imposed) (the "Excise Tax"), the Total Payments shall be reduced (but not below zero) such that the value of the Total Payments shall be one dollar ($1) less than the maximum amount of payments which the Executive may receive without becoming subject to the tax imposed by Section 4999 of the Code; provided, however, that the foregoing limitation shall not apply in the event that it is determined that the Total Payments on an after-tax basis (i.e., after payment of federal, state, and local income taxes, penalties, interest, and Excise Tax) if such limitation is not applied would exceed the after-tax benefits to the Executive if such limitation is applied. The Executive shall bear the expense of any and all Excise Taxes due on any payments that are deemed to be “excess parachute payments” under Section 280G of the Code. -10- 5.2. Tax Computation. The determination of whether any of the Total Payments will be subject to the Excise Tax and the assumptions to be used in arriving at such determination, shall be made by a nationally recognized certified public accounting firm that does not serve as an accountant or auditor for any individual, entity or group effecting the Change in Control as designated by the Company (the “Accounting Firm”). The Accounting Firm will provide detailed supporting calculations to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive or the Company requesting a calculation hereunder. All fees and expenses of the Accounting Firm will be paid by the Company. Article 6. Establishment of Trust As soon as practicable following the Effective Date hereof, the Company will create a Trust (which will be a grantor trust within the meaning of Sections 671-678 of the Code) for the benefit of the Executive and Beneficiaries, as appropriate. The Trust will have a Trustee as selected by the Company, and will have certain restrictions as to the Company's ability to amend the Trust or cancel benefits provided thereunder. Any assets contained in the Trust will, at all times, be specifically subject to the claims of the Company's general creditors in the event of bankruptcy or insolvency; such terms to be specifically defined within the provisions of the Trust, along with the required procedure for notifying the Trustee of any bankruptcy or insolvency. At any time following the Effective Date hereof, the Company may, but is not obligated to, deposit assets in the Trust in an amount equal to or less than the aggregate Severance Benefits which may become due to the Executive under Sections 3.3 (a), (b), (c) and (d) and 5.1 of this Agreement. As soon as practicable after the Company has knowledge that a Change in Control is imminent, but no later than the day immediately preceding the date of the Change in Control, the Company will deposit assets in such Trust in an amount equal to the estimated aggregate Severance Benefits which may become due to the Executive under Sections 3.3 (a), (b), (c) and (d), 5.1 Articles 8 and 9 of this Agreement. Such deposited amounts will be reviewed and increased, if necessary, every six (6) months following a Change in Control to reflect the Executive's estimated aggregate Severance Benefits at such time. Article 7. The Company's Payment Obligation The Company's obligation to make the payments and the arrangements provided for herein will be absolute and unconditional, and will not be affected by any circumstances, including, without limitation, any offset, counterclaim, recoupment, defense, or other right which the Company may have against the Executive or anyone else. All amounts payable by the Company hereunder will be paid without notice or demand. Each and every payment made hereunder by the Company will be final, and the Company will not seek to recover all or any part of such payment from the Executive or from whomsoever may be entitled thereto, for any reasons whatsoever. The Executive will not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Agreement, and the obtaining of any such other employment will in no event effect any reduction of the Company's obligations to make the -11- payments and arrangements required to be made under this Agreement, except to the extent provided in Section 3.3(e) and in Section 10 herein. Notwithstanding anything in this Agreement to the contrary, if Severance Benefits are paid under this Agreement, no severance benefits under any program of the Company, other than benefits described in this Agreement, will be paid to the Executive. Article 8. Fees and Expenses To the extent permitted by law, the Company will pay as incurred within ten (10) days following receipt of an invoice from the Executive, which invoice shall be submitted no later than ninety (90) days following the date Executive incurs liability for the relevant item, all reasonable legal fees, costs of litigation, prejudgment interest, and other expenses incurred in good faith by the Executive as a result of the Company's refusal to provide the Severance Benefits to which the Executive becomes entitled under this Agreement, or as a result of the Company's contesting the validity, enforceability, or interpretation of this Agreement, or as a result of any conflict (including, without limitation, conflicts related to the calculations under Article 5 hereof) between the parties pertaining to this Agreement. The Company’s obligations under this Article 8 shall apply only to reasonable legal fees, costs of litigation, prejudgment interest, and other expenses incurred on or before the date that is ten (10) years after Executive’s death, (b) shall not be subject to liquidation, and (c) may not be exchanged for another benefit. The amount of the legal fees, costs of litigation, prejudgment interest, and other expenses for which Executive is entitled to be reimbursed under this Article 8 in any calendar year shall not affect Executive’s right to reimbursement of any expenses or in-kind benefits to which Executive is entitled under this Agreement or any other agreement to which Executive and the Company are parties. Article 9. Outplacement Assistance and Financial Planning Following a Qualifying Termination (as described in Section 3.2 herein), the Executive will be reimbursed by the Company for the reasonable costs of all outplacement services obtained by the Executive within a twelve (12) month period after the Effective Date of Termination; provided that the maximum amount of outplacement assistance to be reimbursed will not exceed the amount determined by the then current outplacement service standard benefit for Key Executives; and further provided that the invoice for such services are submitted no later than ninety (90) days following the date the Executive incurs such costs. The Company’s obligations under this Article 9 (a) shall apply only to costs for outplacement services obtained by the Executive, (b) shall not be subject to liquidation, and (c) may not be exchanged for another benefit. The amount of the costs of the outplacement services for which the Executive is entitled to be reimbursed under this Article 9 in any calendar year shall not affect Executive’s right to reimbursement of any expenses or in-kind benefits to which the Executive is entitled under this Agreement or any other agreement to which the Executive and the Company are parties. The Company shall also pay to the covered Executive a single lump sum payment of $20,000 LESS any amounts that the Company has previously reimbursed the Executive for financial planning/tax preparation assistance expenses in the calendar year in which the Termination occurs. -12- Article 10. Non-Compete, Non-Solicitation, Confidential Information and Release (a) Covenant not to Compete (i) Compliance with the provisions of this Article 10 is an express condition of the Executive's right to receive payments and benefits under this Agreement. The Executive acknowledges and recognizes the confidential information and records provided by the Company and its successors and assigns, the benefits provided hereunder, and the professional training and experience he will receive from the Company, as well as the highly competitive nature of the Company’s business, and in consideration of all of the above, agrees that during the period beginning on the Effective Date of Termination and ending twenty four (24) months thereafter (the "Covered Time"), the Executive will not compete with the business of the Company. For purposes hereof, "competition" shall mean any engaging, directly or indirectly, in the "Covered Business" (as hereinafter defined) in any state of the United States of America or any nation in which the Company is conducting business as of the Effective Date of Termination (the "Covered Area"). For purposes of this Agreement, "Covered Business" shall mean providing any services similar in scope or nature to the services provided by the Executive immediately prior to his or her Effective Date of Termination. For purposes of this Article 10, the phrase "engaging, directly or indirectly" shall mean engaging directly or having an interest, directly or indirectly, as owner, partner, shareholder, agent, representative, employee, officer, director, independent contractor, capital investor, lender, consultant or advisor (other than as the holder of less than 2% of the outstanding stock of a publicly-traded corporation), either alone or in association with others, in the operation of any aspect of any type of business or enterprise engaged in any aspect of the Covered Business. (ii) The Executive agrees that during the term of this Agreement (including any extensions thereof) and for the twenty-four (24) months thereafter, he shall not (i) directly or indirectly solicit or attempt to solicit any of the employees, agents, consultants, or representatives of the Company or affiliates of the Company to leave any of such entities; or (ii) directly or indirectly solicit or attempt to solicit any of the employees, agents, consultants or representatives of the Company or affiliates of the Company to become employees, agents, representatives or consultants of any other person or entity. (iii) The Executive understands that the provisions of Sections 10(a)(i) and (ii) may limit his ability to earn a livelihood in a business similar to the business of the Company but nevertheless agrees and hereby acknowledges that the restrictions and limitations thereof are reasonable in scope, area, and duration, are reasonably necessary to protect the goodwill and business interests of the Company, and that the consideration provided under this Agreement is sufficient to justify the restrictions contained in such provisions. Accordingly, in consideration thereof and in light of the Executive's education, skills and abilities, the Executive agrees that he will not assert that, and it should not be considered that, such provisions are either unreasonable in scope, area, or duration, or will prevent him from earning a living, or otherwise are void, voidable, or unenforceable or should be voided or held unenforceable.


 
-13- (b) Enforcement (i) The parties hereto agree and acknowledge that the covenants and agreements contained herein are reasonable in scope, area, and duration and necessary to protect the reasonable competitive business interests of the Company, including, without limitation, the value of the proprietary information and goodwill of the Company. (ii) The Executive agrees that the covenants and undertakings contained in Article 10 of this Agreement relate to matters which are of a special, unique and extraordinary character and that the Company cannot be reasonably or adequately compensated in damages in an action at law in the event the Executive breaches any of these covenants or undertakings. Therefore, the Executive agrees that the Company shall be entitled, as a matter of course, without the need to prove irreparable injury, to an injunction, restraining order or other equitable relief from any court of competent jurisdiction, restraining any violation or threatened violation of any of such terms by the Executive and such other persons as the court shall order. The Executive agrees to pay costs and legal fees incurred by the Company in obtaining such injunction. (iii) Rights and remedies provided for in this Section 10(b) are cumulative and shall be in addition to rights and remedies otherwise available to the parties under any other agreement or applicable law. (iv) In the event that any provision of this Agreement shall to any extent be held invalid, unreasonable or unenforceable in any circumstances, the parties hereto agree that the remainder of this Agreement and the application of such provision of this Agreement to other circumstances shall be valid and enforceable to the fullest extent permitted by law. If any provision of this Agreement is held to be unenforceable because of the scope or duration of or the area covered by such provision, the parties hereto agree that the court or arbitrator making such determination shall reduce the scope, duration and/or area of such provision (and shall substitute appropriate provisions for any such unenforceable provisions) in order to make such provision enforceable to the fullest extent permitted by law, and/or shall delete specific words and phrases, and such modified provision shall then be enforceable and shall be enforced. The parties hereto recognize that if, in any judicial proceeding, a court shall refuse to enforce any of the separate covenants contained in this Agreement; then that unenforceable covenant contained in this Agreement shall be deemed eliminated from these provisions to the extent necessary to permit the remaining separate covenants to be enforced. In the event that any court or arbitrator determines that the time period or the area, or both, are unreasonable and that any of the covenants is to that extent unenforceable, the parties hereto agree that such covenants will remain in full force and effect, first, for the greatest time period, and second, in the greatest geographical area that would not render them unenforceable. (v) In the event of the Executive's breach of this Article 10, in addition to all other rights the Company may have hereunder or in law or in equity, all payments and benefits hereunder shall cease; all options, stock, and other securities granted by the Company or its successor, including stock obtained through prior exercise of options, shall be immediately forfeited (whether or not vested), and the original purchase price, if any, shall be returned to the Executive; and all profits -14- received through exercise of options or sale of stock, and all previous payments and benefits made or provided hereunder shall be promptly returned and repaid to the Company. (c) Confidential Information The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive's employment by the Company or any of its affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive's employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. In no event shall an asserted violation of the provisions of this Section 10(c) constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement. (d) Release The Executive's execution of a complete and general release of any and all of his potential claims (other than for vested benefits described in this Agreement or any other vested benefits with the Company and/or its affiliates) against the Company, any of its affiliated companies, and their respective successors and any officers, employees, agents, directors, attorneys, insurers, underwriters, and assigns of the Company, its affiliates and/or successors, is an express condition of the Executive's right to receive payments, vesting, and benefits hereunder. The Executive shall be required to execute a Waiver and Release Agreement which documents the release required under this Section 10(d), the form of which shall be provided to the Executive by Company. Article 11. Successors and Assignment 11.1. Successors to the Company. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) of all or substantially all of the business and/or assets of the Company or of any division or subsidiary thereof to expressly assume and agree to perform the Company's obligations under this Agreement in the same manner and to the same extent that the Company would be required to perform them if no such succession had taken place. 11.2. Assignment by the Executive. This Agreement will inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. If the Executive dies while any amount would still be payable to him hereunder had he continued to live, all such amounts, unless otherwise provided herein, will be paid in accordance with the terms of this Agreement to the Executive's Beneficiary. If the Executive has not named a Beneficiary, then such amounts will be paid to the Executive's devisee, legatee, or other designee, or if there is no such designee, to the Executive's estate, and such designee, or the Executive’s estate will be treated as the Beneficiary hereunder. -15- Article 12. Miscellaneous 12.1. Employment Status. Except as may be provided under any other agreement between the Executive 1and the Company, the employment of the Executive by the Company is "at will," and may be terminated by either the Executive or the Company at any time, subject to applicable law. 12.2. Beneficiaries. The Executive may designate one or more persons or entities as the primary and/or contingent Beneficiaries of any Severance Benefits including, without limitation, payments under Article 5 hereof, owing to the Executive under this Agreement. Such designation must be in writing, executed by the Executive and in a form acceptable to the Committee. The Executive may make or change such designations at any time. 12.3. Severability. In the event any provision of this Agreement will be held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Agreement, and the Agreement will be construed and enforced as if the illegal or invalid provision had not been included. Further, the captions of this Agreement are not part of the provisions hereof and will have no force and effect. 12.4. Modification. No provision of this Agreement may be modified, waived, or discharged unless such modification, waiver, or discharge is agreed to in writing and signed by the Executive and by an authorized member of the Committee, or by the respective parties' legal representatives and successors. 12.5. Applicable Law. To the extent not preempted by the laws of the United States, the laws of the state of Delaware will be the controlling law in all matters relating to this Agreement. 12.6. Indemnification. To the full extent permitted by law, the Company will, both during and after the period of the Executive's employment, indemnify the Executive (including by advancing him expenses) for any judgments, fines, amounts paid in settlement and reasonable expenses, including any attorneys' fees, incurred by the Executive in connection with the defense of any lawsuit or other claim to which he is made a party by reason of being (or having been) an officer, director or employee of the Company or any of its subsidiaries. The Executive will be covered by director and officer liability insurance to the maximum extent that that insurance covers any officer or director (or former officer or director) of the Company. 12.7. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations, representations or proposals, whether written or oral. -16- IN WITNESS WHEREOF, the parties have executed this Agreement on this ____ day of _____________, 202_. JOHN BEAN TECHNOLOGIES Executive: CORPORATION By: _________________________________ ____________________________________ Name: _________________________________ Its: Non-Executive Chairman of the Board or Compensation Committee Chair By: _________________________________ Name: _________________________________ Its: Executive Vice President, Human Resources


 
86477113v.36 J O H N B E A N T E C H N O L O G I E S C O R P O R A T I O N SAVINGS AND INVESTMENT PLAN (As Amended and Restated, Effective as of January 1, 2023) Exhibit 10.11 i 86477113v.36 TABLE OF CONTENTS Page INTRODUCTION ......................................................................................................................... 1 ARTICLE I DEFINITIONS .......................................................................................................... 1 ARTICLE II PARTICIPATION .................................................................................................. 13 2.1 Admission as a Participant ................................................................................... 13 2.2 Admission as a Matched Participant .................................................................... 14 2.3 Rehires ................................................................................................................. 14 2.4 Provision of Information ...................................................................................... 14 2.5 Termination of Participation ................................................................................ 14 2.6 Special Rules Relating to Veterans’ Reemployment Rights................................ 14 2.7 Direct Transfer ..................................................................................................... 16 2.8 Service Crediting ................................................................................................. 17 2.9 Service Crediting for Tipper Tie, Inc. .................................................................. 17 2.10 Service Crediting for Avure Technologies, Inc. .................................................. 17 2.11 Service Crediting for FTNON USA, Inc. ............................................................ 18 2.12 Service Crediting for Proseal America, Inc. ........................................................ 18 2.13 Service Crediting for Prime Equipment Group LLC ........................................... 18 2.14 Service Crediting for JBT AeroTech Corporation ............................................... 18 2.15 Service Crediting for CMS Technology, Inc. ...................................................... 18 2.16 Service Crediting for Bevcorp, LLC .................................................................... 18 ARTICLE III CONTRIBUTIONS AND ACCOUNT ALLOCATIONS ................................... 19 3.1 Pre-Tax Contributions and Roth Elective Contributions ..................................... 19 3.2 After-Tax Contributions....................................................................................... 19 3.3 Rules Applicable to Pre-Tax, Roth Elective and After-Tax Contributions ......... 20 3.3A Automatic Enrollment .......................................................................................... 21 3.4A Company Safe Harbor Nonelective Contributions .............................................. 21 3.4B Safe Harbor 401(k) Plan Status............................................................................ 22 3.4C Company Nonelective Contributions ................................................................... 22 3.4D Company Safe Harbor Matching Contributions .................................................. 22 3.5 Rollover Contributions......................................................................................... 23 3.6 Establishment of Accounts .................................................................................. 23 3.7 Limitation on Annual Additions to Accounts ...................................................... 24 3.8 Limitations on Pre-Tax Contributions, Roth Elective Contributions, and After-Tax Contributions – Definitions................................................................. 25 3.9 Maximum Amount of Pre-Tax Contributions...................................................... 27 3.10 Correction of Excess Pre-Tax Contributions and Excess Roth Elective Contributions........................................................................................................ 28 3.11 Actual Deferral Percentage Test .......................................................................... 28 3.12 Actual Contribution Percentage Test ................................................................... 30 ii 86477113v.36 ARTICLE IV VESTING ............................................................................................................. 32 4.1 Vesting in After-Tax, Company Safe Harbor Nonelective, Pre-Tax, Roth Elective and Rollover Contributions Accounts.................................................... 32 4.2 Vesting in Company Contribution Account, Contingent Account, Company Discretionary Matching Contribution Account, Company Nonelective Contribution Account and Company Safe Harbor Matching Contribution Account........................................................................................... 32 4.3 Forfeitures ............................................................................................................ 34 ARTICLE V TIMING OF DISTRIBUTIONS TO PARTICIPANTS ........................................ 35 5.1 Separation from Service ....................................................................................... 35 5.2 Start of Benefit Payments .................................................................................... 35 5.3 Distribution of Amounts held in a Participant’s Company Safe Harbor Nonelective Contribution Account, Pre-Tax Contribution Account and Roth Elective Contribution Account. ................................................................... 37 ARTICLE V-A REQUIRED MINIMUM DISTRIBUTIONS ................................................... 37 5-A.1 General Rules. ...................................................................................................... 37 5-A.2 Time and Manner of Distribution. ....................................................................... 37 5-A.3 Required Minimum Distributions During Participant’s Lifetime. ....................... 39 5-A.4 Required Minimum Distributions After Participant’s Death. .............................. 39 5-A.5 Definitions............................................................................................................ 40 ARTICLE VI FORM OF BENEFIT, IN-SERVICE WITHDRAWALS AND LOANS ............ 41 6.1 Cashout of Small Amounts .................................................................................. 41 6.2 Medium of Distribution ....................................................................................... 41 6.3 Forms of Benefit .................................................................................................. 42 6.4 Change in Form, Timing or Medium of Benefit Payment ................................... 42 6.5 Direct Rollover of Eligible Rollover Distributions .............................................. 42 6.6 In-service and Hardship Withdrawals .................................................................. 43 6.7 Loans .................................................................................................................... 46 ARTICLE VII DEATH BENEFIT .............................................................................................. 48 7.1 Payment of Account Balance ............................................................................... 48 7.2 Failure to Name a Beneficiary ............................................................................. 49 7.3 Waiver of Spousal Beneficiary Rights ................................................................. 49 ARTICLE VIII SPECIAL FORMS OF BENEFIT AND DEATH BENEFIT TERMS FOR CERTAIN PARTICIPANTS PRIOR TO 2002 .................................... 50 8.1 Applicability ........................................................................................................ 50 8.2 Forms of Benefit for Certain Transferred Participants ........................................ 50 8.3 Change in Form, Timing or Medium of Benefit Payment for Certain Transferred Participants ....................................................................................... 51 8.4 Waiver of Normal Form of Benefit for Certain Transferred Participants ........... 52 8.5 Payment of Account Balances of Certain Transferred Participants Who Die Before Payment Begins ................................................................................. 53 8.6 Failure to Name a Beneficiary for Certain Transferred Participants ................... 54 iii 86477113v.36 8.7 Waiver of Preretirement Survivor Annuity for Certain Transferred Participants ........................................................................................................... 54 ARTICLE IX FIDUCIARIES...................................................................................................... 56 9.1 Named Fiduciaries ............................................................................................... 56 9.2 Employment of Advisers ..................................................................................... 56 9.3 Multiple Fiduciary Capacities .............................................................................. 56 9.4 Payment of Expenses ........................................................................................... 56 9.5 Indemnification .................................................................................................... 57 ARTICLE X PLAN ADMINISTRATION .................................................................................. 57 10.1 Powers, Duties and Responsibilities of the Administrator and the Committee ............................................................................................................ 57 10.2 Investment Powers, Duties and Responsibilities of the Administrator and the Committee ...................................................................................................... 58 10.3 Investment of Accounts ....................................................................................... 58 10.4 Valuation of Accounts ......................................................................................... 59 10.5 The Insurance Company ...................................................................................... 59 10.6 Compensation ...................................................................................................... 59 10.7 Delegation of Responsibility................................................................................ 59 10.8 Committee Members ............................................................................................ 60 ARTICLE XI APPOINTMENT OF TRUSTEE.......................................................................... 60 ARTICLE XII PLAN AMENDMENT OR TERMINATION .................................................... 60 12.1 Plan Amendment or Termination......................................................................... 60 12.2 Limitations on Plan Amendment ......................................................................... 61 12.3 Right to Terminate Plan or Discontinue Contributions ....................................... 61 12.4 Bankruptcy ........................................................................................................... 61 ARTICLE XIII MISCELLANEOUS PROVISIONS .................................................................. 61 13.1 Subsequent Changes ............................................................................................ 61 13.2 Merger or Transfer of Assets ............................................................................... 61 13.3 Benefits Not Assignable ...................................................................................... 62 13.4 Exclusive Benefit of Participants ......................................................................... 62 13.5 Benefits Payable to Minors, Incompetents and Others ........................................ 63 13.6 Plan Not A Contract of Employment ................................................................... 63 13.7 Source of Benefits ................................................................................................ 63 13.8 Proof of Age and Marriage .................................................................................. 63 13.9 Controlling Law ................................................................................................... 63 13.10 Income Tax Withholding ..................................................................................... 64 13.11 Claims Procedure ................................................................................................. 64 13.12 Participation in the Plan by An Affiliate.............................................................. 67 13.13 Action by Participating Employers ...................................................................... 68 13.14 Dividends ............................................................................................................. 68 13.15 Incorrect Information, Fraud, Concealment, or Error .......................................... 68 13.16 Recovery of Overpayment ................................................................................... 68 13.17 Effective Date of Plan Provisions ........................................................................ 69


 
iv 86477113v.36 13.18 Consent to Plan Terms ......................................................................................... 69 13.19 Missing Participants and Beneficiaries ................................................................ 69 13.20 Masculine, Feminine, Singular and Plural ........................................................... 69 13.21 Headings .............................................................................................................. 69 ARTICLE XIV TOP HEAVY PROVISIONS ............................................................................ 69 14.1 Top Heavy Definitions ......................................................................................... 69 14.2 Determination of Top Heavy Status .................................................................... 72 14.3 Minimum Allocation for Top Heavy Plan ........................................................... 72 APPENDIX A BARGAINING UNITS COVERED UNDER THE PLAN ............................... 75 APPENDIX B LIST OF AIRPORT SERVICES LOCATIONS ................................................ 76 APPENDIX C PROVISIONS APPLICABLE ONLY TO SECTION 3.4C OF THE PLAN AND ONLY WITH RESPECT TO PARTICIPANTS WHO ARE MEMBERS OF THE JETWAY SYSTEMS, OGDEN, UTAH UNITED STEEL WORKERS LOCAL 6162 BARGAINING UNIT ........... 78 1 86477113v.36 INTRODUCTION WHEREAS, the JOHN BEAN TECHNOLOGIES Corporation Savings and Investment Plan (“Plan”) was originally established effective as of June 1, 2008, in connection with a spin-off of assets and liabilities from the FMC Technologies, Inc. Savings and Investment Plan (“FMCTI Plan”), which spin-off complied with the requirements of Code Section 414(l); and WHEREAS, the FMCTI Plan was established effective as of September 28, 2001, in connection with a spin-off of assets and liabilities from the FMC Corporation Savings and Investment Plan and the FMC Corporation Savings and Investment Plan for Bargaining Unit Employees (“FMCTI Plans”); and WHEREAS, the Company or its delegate may amend the Plan to meet applicable rules and regulations of the Internal Revenue Service and the United States Department of Labor, or, subject to the terms of any applicable collective bargaining agreements, for other reasons the Company or its delegate deems necessary or desirable; and WHEREAS, the Plan is intended to be qualified under Code Section 401(a) and its associated trust is intended to be tax exempt under Code Section 501(a) and the Plan is intended also to meet the requirements of ERISA, and will be interpreted, wherever possible, to comply with the terms of the Code and ERISA; and WHEREAS, the Plan was last amended and restated January 1, 2012, and the Company submitted the Plan to the Internal Revenue Service for the issuance of a favorable determination letter; and WHEREAS, the Company desires to amend and restate the Plan again, effective as of January 1, 2023, to (i) incorporate all amendments adopted since the January 1, 2012, amendment and restatement; (ii) reflect changes for the Setting Every Community Up for Retirement Enhancement (“SECURE”) Act and Coronavirus Aid, Relief, and Economic Security (“CARES”) Act; and (iii) make certain other administrative and best practice changes to the Plan. NOW, THEREFORE, effective January 1, 2023, the Company hereby amends and restates the Plan to provide as follows: ARTICLE I Definitions For purposes of the Plan, the following terms have the meanings described below. Account means any Pre-Tax Contribution Account, Roth Elective Contribution Account, After-Tax Contribution Account, Company Contribution Account, Company Safe Harbor Matching Contribution Account, Company Safe Harbor Nonelective Contribution Account, Company Discretionary Matching Contribution Account, Company Nonelective Contribution Account, Contingent Account and Rollover Contribution Account established on behalf of a Participant. -2- 86477113v.36 Account Balance means the value of the Account maintained on behalf of a Participant, determined as of any Valuation Date. Administrator means the Company. The Plan is administered by the Company through the Committee. The Administrator and the Committee have the responsibilities specified in Article X. Affiliate means any corporation, partnership, or other entity that is: (a) a member of a controlled group of corporations of which the Company is a member (as described in Code Section 414(b)); (b) a member of any trade or business under common control with the Company (as described in Code Section 414(c)); (c) a member of an affiliated service group that includes the Company (as described in Code Section 414(m)); (d) an entity required to be aggregated with the Company pursuant to regulations promulgated under Code Section 414(o); or (e) a leasing organization that provides Leased Employees to the Company or an Affiliate (as determined under paragraphs (a) through (d) above), unless: (i) the Leased Employees make up no more than 20% of the nonhighly compensated workforce of the Company and Affiliates (as determined under paragraphs (a) through (d) above); and (ii) the Leased Employees are covered by a plan described in Code Section 414(n)(5). “Leasing organization” has the meaning ascribed to it in the definition of “Leased Employee” below. For purposes of Section 3.7, the 80% thresholds of Code Sections 414(b) and (c) are deemed to be “more than 50%,” rather than “at least 80%.” Alternate Payee means any Spouse, former Spouse, child or other dependent of a Participant who is recognized by a Qualified Domestic Relations Order as having a right to receive all or a portion of the benefits payable under the Plan with respect to a Participant. After-Tax Contribution means the amount a Participant contributes in accordance with Section 3.2. A Matched Participant’s After-Tax Contribution may be made up of Basic Contributions, Supplemental Contributions or both. After-Tax Contribution Account means the Account established for a Participant pursuant to Section 3.6.2. After-Tax Contribution Election means a Participant’s election to make After-Tax Contributions in accordance with Section 3.3.1. -3- 86477113v.36 Annuity Starting Date means the first day of the first period for which an amount is paid in an annuity or other form of benefit. In the case of a lump sum distribution, the Annuity Starting Date is the date payment is actually made. Basic Contributions means a Matched Participant’s Pre-Tax Contributions, Roth Elective Contributions and After-Tax Contributions not in excess of six percent of his or her annualized Compensation. Beneficiary means any person designated or deemed designated by a Participant to receive any payment of Plan benefits due after the Participant’s death. A married Participant may name a primary Beneficiary other than his or her Surviving Spouse only if the Surviving Spouse consents to the election in the time frame and manner required by Section 7.3. Board means the board of directors of the Company. Break in Service means a Period of Separation that lasts for at least 12 consecutive months, provided that, a Period of Separation beginning on the first date of a maternity or paternity leave of absence and ending on the 12-month anniversary of such date will not constitute a Break in Service. For purposes of this section, a “maternity or paternity leave of absence” means an absence from work for any period by reason of (a) the Employee’s pregnancy, (b) birth of the Employee’s child or (c) care of a child for a period immediately following the birth or placement with the Employee. Catch-Up Contribution means a Pre-Tax Contribution or a Roth Elective Contribution made by a Participant who has attained or will attain age fifty (50) before the close of the Plan Year, subject to the limitations of Code Section 414(v). A Roth Elective Contribution may only be characterized as a Catch-Up Contribution on a Plan Year basis. Code means the Internal Revenue Code of 1986, as amended from time to time. Reference to a specific provision of the Code includes that provision, any successor to it and any valid regulation promulgated under the provision or successor provision. Committee means the JBT Corporation Employee Welfare Benefits Plan Committee as described in Section 10.8, its authorized delegate and any successor to the JBT Corporation Employee Welfare Benefits Plan Committee. Company means JOHN BEAN TECHNOLOGIES Corporation and any successor to it. Prior to June 1, 2008, Company meant FMC Technologies, Inc. Company Contributions means the contributions made by the Participating Employer to eligible Matched Participants under the Plan prior to January 1, 2020. Company Contribution Account means an account maintained as to each Matched Participant, to which the Matched Participant’s share of Company Contributions were made prior to January 1, 2020, FMCTI contributions made under the FMCTI Plan, FMC contributions made under the FMC Matched Plan for periods after March 31, 1982, and all earnings and losses attributable thereto it, are allocated.


 
-4- 86477113v.36 Company Discretionary Matching Contributions means the contributions made by the Participating Employer to eligible Participants under the Plan prior to January 1, 2020. Company Discretionary Matching Contribution Account means the account maintained as to each eligible Participant, to which Company Discretionary Matching Contributions were made prior to January 1, 2020 for each eligible Participant, and to which all earnings and losses attributable thereto it, are allocated. Company Nonelective Contributions means the contributions made by the Participating Employer to eligible Participants under Section 3.4C of the Plan. Company Nonelective Contribution Account means the account maintained as to each eligible Participant, to which Company Nonelective Contributions are made for each eligible Participant, and to which all earnings and losses attributable thereto it, are allocated. Company Safe Harbor Matching Contributions means the contributions made by the Participating Employer to eligible Participants under Section 3.4D of the Plan Company Safe Harbor Matching Contribution Account means the account maintained as to each eligible Participant, to which Company Safe Harbor Matching Contributions are made for each eligible Participant, and to which all earnings and losses attributable thereto it, are allocated. Company Safe Harbor Nonelective Contributions means the contributions made by the Participating Employer to eligible Participants under Section 3.4A of the Plan. Company Safe Harbor Nonelective Contribution Account means the account maintained as to each eligible Participant, to which Company Safe Harbor Nonelective Contributions are made for each eligible Participant, and to which all earnings and losses attributable thereto it, are allocated. Company Stock means the common stock of the Company. Company Stock Fund means an Investment Fund established and maintained by the Trustee as part of the Trust Fund to invest in Company Stock. All Plan contributions placed in or directed to the Company Stock Fund and all dividends, other earnings and appreciation on those contributions must be invested in Company Stock, except as and to the extent it is deemed necessary or advisable to maintain cash and cash equivalents to meet the Company Stock Fund’s liquidity needs. The Company Stock Fund is subject to investment restrictions as detailed in Section 10.3. Compensation means the total compensation paid by the Company or a Participating Employer to an Eligible Employee for each Plan Year that is currently includible in gross income for federal income tax purposes: (a) including: overtime, administrative and discretionary bonuses (including completion bonuses, gainsharing bonuses and performance related bonuses); sales incentive bonuses; field premiums; back pay and sick pay; plus the Employee’s -5- 86477113v.36 Pre-Tax Contributions, Roth Elective Contributions and amounts contributed to a plan described in Code Section 125 or 132; and the incentive compensation (including management incentive bonuses paid in both cash and restricted stock and local incentive bonuses) paid during the Plan Year for services rendered in the preceding Plan Year, and the incentive compensation (of the same types) paid during the preceding Plan Year for services rendered in the Plan Year preceding the preceding Plan Year (unless, the Participant elects all such incentive compensation paid for prior Plan Years to be included in Compensation for the prior Plan Years, or unless the Participant elects that no such incentive compensation will be included in his or her Compensation); and (b) but excluding: hiring bonuses; referral bonuses; stay bonuses; retention bonuses; awards (including safety awards, “Gutbuster” awards and other similar awards); amounts received as deferred compensation; disability payments from insurance or the Company’s long-term disability plan; workers’ compensation benefits; state disability benefits; flexible credits (i.e., wellness awards and payments for opting out of benefit coverage); expatriate premiums; grievance or settlement pay; pay in lieu of notice; severance pay; incentives for reduction in force accrued (but not earned) vacation; other special payments such as reimbursements, relocation or moving expense allowances; stock options or other stock-based compensation (except as provided above); any gross-up paid by a Participating Employer on any amount paid that is Compensation (as defined herein); other distributions that receive special tax benefits; any amounts paid by a Participating Employer to cover an Employee’s FICA tax obligation as to amounts deferred or accrued under any nonqualified retirement plan of a Participating Employer; and any gross-up paid by a Participating Employer on any amount paid that is not Compensation (as defined herein). Notwithstanding anything herein to the contrary, no amounts paid to a Participant more than 30 days after his or her termination of employment with the Company or a Participating Employer will be considered Compensation. The annual amount of Compensation taken into account for a Participant must not exceed $330,000 (as adjusted by Internal Revenue Service for cost-of-living increases in accordance with Code Section 401(a)(17)(B). A Participant’s Compensation will be conclusively determined according to the Company’s records. The determination of “415 Compensation” shall include for a given limitation year payments made by the later of 2 and ½ months after severance from employment or the end of the limitation year that includes the date of severance from employment if, absent a severance from employment, such payments would have been paid to the Participant while the Participant continued in employment with the Company or a Participating Employer and are regular compensation for services during the Participant’s regular working hours, compensation for services outside the Participant’s regular working hours (such as overtime or shift differential) commissions, bonuses, or other similar compensation. Notwithstanding anything herein to the contrary, Compensation shall include differential wage payments as described in Section 2.6.7 of the Plan. -6- 86477113v.36 Contingent Account means an account maintained as to each applicable Participant, to which the Participant’s share of any FMC contributions made under the FMC Matched Plan for periods before April 1, 1982, and all earnings and losses attributable to it, are maintained and allocated. Direct Rollover means a payment by the Plan to the Eligible Retirement Plan specified by a Distributee. Disability means a medically determinable physical or mental impairment that makes the Participant unable to engage in any substantial gainful activity, can be expected to result in death or be of long and indefinite duration, or has lasted or can be expected to last for a continuous period of at least 12 months. For purposes of the Plan, a Participant will be considered to have a Disability at any time only if he or she is then eligible to receive Social Security disability benefits. Distributee means an Employee or former Employee. In addition, the Employee’s or former Employee’s Surviving Spouse and the Employee’s or former Employee’s Spouse or former Spouse who is the Alternate Payee under a qualified domestic relations order, as defined under Code Section 414(p), are Distributees as to their Plan interests. Distribution Date means the date FMC distributes its interest in the Company. Effective Date means the initial effective date of June 1, 2008. Eligible Employee means an Employee of a Participating Employer, other than: (a) a Leased Employee; (b) a member of a bargaining unit covered by a collective bargaining agreement that does not specifically provide for participation in the Plan by members of the bargaining unit, or that is not listed in Appendix A; (c) an Employee who is a nonresident alien of the United States; (d) an individual working for a Participating Employer under a contract that designates him or her as an independent contractor; or (e) an Employee who is a resident of Puerto Rico. An employee who works for a non-US Affiliate, and who would be an Eligible Employee if the non-US Affiliate were a Participating Employer, will be an Eligible Employee during the period in which the employee has U.S. taxable income, and the Company will be deemed to be the Employee’s employer for Plan purposes. An individual’s status as an Eligible Employee or not will be conclusively determined by the Administrator, subject to the claims review procedure described in Section 13.11. The bargaining units whose members are covered by the Plan, and the effective dates of that coverage, are listed in Appendix A. -7- 86477113v.36 Notwithstanding any provisions of the Plan to the contrary, an Employee who (1) is on the United States payroll of the Company or a Participating Employer which is incorporated in, and has its principal place of business in the United States and (2) is a resident of Guam and who lives in and works in Guam, shall be an Eligible Employee for all purposes under the Plan. Notwithstanding any provision of the Plan to the contrary, any Employee who (i) (a) becomes employed or re-employed by the Company in the Airport Services business unit at one of the Company’s Airport Services division locations listed in Appendix B, (b) is employed in such business unit in a non-exempt position and (c) is not a “prevailing wage” employee or “living wage” employee; (ii) is employed by the Company in the Airport Services business unit of the Company under Prevailing or Responsible Wage conditions at one of the Company’s Airport Services division locations listed in Appendix B (a “prevailing wage” employee); or (iii) is employed by the Company in the Airport Services business unit of the Company under Living Wage conditions at one of the Company’s Airport Services division locations listed in Appendix B (a “living wage” employee), shall not be an Eligible Employee. For avoidance of doubt, all salaried (exempt) Employees of the Company’s Airport Services division locations listed in Appendix B are Eligible Employees. Eligible Retirement Plan means an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), an annuity plan described in Code Section 403(a), a plan described in Code Section 401(a), an annuity contract described in Code Section 403(b) and an eligible plan under Code Section 457(b) that is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state. The definition of Eligible Retirement Plan shall also apply in the case of an Eligible Rollover Distribution paid to a Surviving Spouse, or to a Spouse or former Spouse who is the Alternate Payee under a qualified domestic relations order, as defined in Code Section 414(p). An Eligible Retirement Plan shall also include a Roth IRA defined in Section 408(A)(b) of the Code. If any portion of an Eligible Rollover Distribution is attributable to payments or distributions from a designated Roth account described in Section 402(A) of the Code, an “eligible retirement plan” with respect to such portion shall include only another designated Roth account and a Roth IRA. Eligible Rollover Distribution means any distribution of all or any portion of the balance to the credit of the Distributee, other than (a) a distribution that is one of a series of substantially equal periodic payments made (no less frequently than annually) for the life (or life expectancy) of the Distributee and the Distributee’s Beneficiary, or for a specified period of ten years or more; (b) the portion of a distribution that is required to be made under Code Section 401(a)(9); (c) the portion of a distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation for employer securities); provided however, a portion of the distribution shall not fail to be an Eligible Rollover Distribution merely because the portion consists of After-Tax Contributions that are not includible in gross income, but only if such portion is transferred to an individual retirement account or annuity described in Code Section 408(a) or (b), or to a qualified defined contribution plan described in Code Section 401(a) or 403(a) that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible in gross income; or (d) a “hardship distribution” within the meaning of Code Section 402(c)(4). Notwithstanding the preceding to the contrary, a Participant may also


 
-8- 86477113v.36 elect to make a direct rollover of after-tax employee contributions to a qualified plan or a 403(b) plan that agrees to separately account for such amounts. A portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because the portion consists of Roth Elective Contributions which are not included in gross income. However, such portion may be transferred only to another Roth elective deferral account under an applicable retirement plan described in Section 402A(e)(1) of the Code or to a Roth IRA described in Section 408A of the Code, and only to the extent the rollover is permitted under Section 402(c) of the Code. Employee means (a) a common law employee of the Company or an Affiliate, or (b) a Leased Employee of the Company or an Affiliate unless the requirements of Code Section 414(n)(5) are met. Employment Commencement Date means the date on which the Employee first performs an Hour of Service. ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time. Reference to a specific provision of ERISA includes the provision, any successor provision and any valid regulation promulgated under the provision or successor provision. FMC means FMC Corporation, a Delaware corporation. FMC Matched Plan means the FMC Corporation Savings and Investment Plan. FMC Plans means the FMC Corporation Savings and Investment Plan and the FMC Corporation Savings and Investment Plan for Bargaining Unit Employees. FMC Stock means the common stock of FMC. FMC Stock Fund means an Investment Fund established and maintained by the Trustee as part of the Trust Fund to invest in FMC Stock. All Plan Contributions placed in or directed to the FMC Stock Fund and all dividends, other earnings and appreciation on those contributions must be invested only in FMC Stock, except as and to the extent it is deemed necessary or advisable to maintain cash and cash equivalents to meet the FMC Stock Fund’s liquidity needs. The FMC Stock Fund is subject to investment restrictions as detailed in Section 10.3. Notwithstanding anything herein to the contrary, any dividend payable on FMC Stock as a result of FMC’s distribution of its interest in the Company shall not be required to be reinvested in FMC Stock. FMC Unmatched Plan means the FMC Corporation Savings and Investment Plan for Bargaining Unit Employees. FMCTI means FMC Technologies, Inc. FMCTI Plan means the FMC Technologies, Inc. Savings and Investment Plan. Forfeiture means any portion of a Matched Participant’s Company Contribution Account, any portion of a Participant’s Company Discretionary Matching Contribution Account, any portion of a Participant’s Company Nonelective Contribution Account or any portion of a Participant’s Company Safe Harbor Matching Contribution Account that is forfeited under Section 4.3. -9- 86477113v.36 Funding Agent means the Trustee or any legal reserve life insurance company selected by the Administrator or the Committee to receive Plan contributions and pay Plan benefits. Highly Compensated Employee means an Employee who: (a) at any time during the Determination Year or the Look-Back Years owns (or is considered under Code Section 318 to own) more than five percent of the Company or an Affiliate; or (b) had more than $150,000, as adjusted, in compensation (for the 2023 Plan year, as defined in Code Section 415(c)(3)) from the Company and the Affiliates during the Look-Back Year. The “Determination Year” is the Plan Year for which the determination of who is a Highly Compensated Employee is being made, and the ‘Look-Back year’ is the 12-month period immediately preceding the Determination Year. A former Employee of the Company or an Affiliate is a Highly Compensated Employee for a given Determination Year if he or she separated from service (or was deemed to have separated) before the Determination Year, performs no services for a Participating Employer during the Determination Year, and was a Highly Compensated Employee for the Plan Year during which he or she separated from service (or was deemed to have separated) or for any Determination Year ending on or after his or her 55th birthday. The Secretary of the Treasury or its delegate will adjust the $150,000 limit from time to time, to reflect increases in the cost of living. Employees who are nonresident aliens and receive no earned income (within the meaning of Code Section 911(d)(2)) from the Company and its Affiliates that constitutes income from sources within the United States (within the meaning of Code Section 861(a)(3)) are not treated as Employees for purposes of this definition. Hour of Service means each hour for which an Employee is directly or indirectly paid or entitled to payment by the Company or an Affiliate: (a) for the performance of duties; (b) on account of a period of time during which no duties were performed, provided that Hours of Service will not be credited for payments made or due under a plan maintained solely for the purpose of complying with applicable workers’ compensation, unemployment compensation, or disability insurance laws, or for payments that reimburse an Employee’s for medically related expenses; and (c) for which back pay, irrespective of mitigation of damages, is awarded or agreed to by the Company, provided that, the same Hours of Service have not already been credited under (a) or (b) above. No more than 501 Hours of Service will be credited for any single continuous period of time during which the Employee performed no duties. The determination of Hours of Service for reasons other than the performance of duties shall be determined in accordance with the provisions of Labor -10- 86477113v.36 Department Regulations Section 2530.200b-2(b), which are incorporated herein by reference, and Hours of Service shall be credited to computation periods in accordance with the provisions of Labor Department Regulations Section 2530.200b-2(c), which are incorporated herein by reference. Investment Fund means an investment fund, if any, established or selected by the Administrator pursuant to Section 10.3. Leased Employee means an individual who performs services for the Company or an Affiliate on a substantially full-time basis, for a period of at least one year, under the primary direction or control of the Company or Affiliate, and under an agreement between the Company or Affiliate and a leasing organization. The leasing organization can be a third party or the Leased Employee himself or herself. Matched Participant means a Participant who is eligible to receive Company Nonelective Contributions or Company Safe Harbor Matching Contributions under Sections 3.4C and 3.4D, including each (a) salaried Participant, (b) non-union hourly Participant and (c) Participant who is a member of a bargaining unit covered by a collective bargaining agreement that specifically provides for a Company Nonelective Contribution under the Plan to the eligible members of the bargaining unit. The bargaining units whose members are eligible for a Company Nonelective Contribution under Section 3.4C, and the effective dates of eligibility for such contribution, are listed in Appendix C. Nonhighly Compensated Employee means an Employee who is not a Highly Compensated Employee. Participant means an Eligible Employee who has begun but not ended his or her participation in the Plan pursuant to the provisions of Article II. Participating Employer means the Company and each other Affiliate that adopts the Plan with the consent of the Company, as provided in Section 13.12. Period of Separation means a continuous period of time when the Employee is not employed by the Company or an Affiliate. A Period of Separation begins on the date an Employee retires, dies, separates from service due to Disability, quits or is discharged, or, if earlier, on the 12-month anniversary of the date the Employee was otherwise first absent from service. Notwithstanding the foregoing, a Period of Separation does not begin if the Employee is: (a) on a leave of absence authorized by the Company or an Affiliate in accordance with standard personnel policies applied in a nondiscriminatory manner to all similarly situated Employees, and returns to active employment with the Company or Affiliates as soon as the leave expires; (b) on a military leave while the Employee’s reemployment rights are protected by law, and returns to active employment with the Company or Affiliate within 90 days after his or her discharge or release (or such longer period as may be prescribed by law); or -11- 86477113v.36 (c) on a layoff, and returns to work with the Company or an Affiliate within the period of time and in the manner necessary to maintain seniority according to the rules of the Company or Affiliate in effect at the time of the return. Plan means the JOHN BEAN TECHNOLOGIES Corporation Savings and Investment Plan. The Plan is a single employer plan. Plan Year means the 12-month period beginning on each January 1 and ending on the next December 31. The period from the Effective Date through December 31, 2008 is a short Plan Year. Pre-Tax Contribution means the amount that otherwise would have been paid as Compensation that is, before taxes, converted to a Participating Employer contribution in accordance with Section 3.1. A Matched Participant’s Pre-Tax Contribution may be made up of Basic Contributions, Supplemental Contributions or both. Pre-Tax Contribution Account means the Account established for a Participant pursuant to Section 3.6.1. Pre-Tax Contribution Election means the Participant’s election to make Pre-Tax Contributions in accordance with Section 3.3.1. Required Beginning Date is defined in Section 5.2.3. Rollover Contribution means an amount received from a deferred compensation plan that is qualified under Code Section 401 or 403(a), and which is rolled over to the Plan pursuant to Code Section 402(c). A Rollover Contribution can be either a Direct Rollover or an amount distributed to a Participant and then rolled over. In addition, if an Employee had deposited an Eligible Rollover Distribution into an individual retirement account as defined in Code Section 408, he or she may transfer the amount of the distribution plus earnings from the individual retirement account to the Plan, if the rollover amount is deposited with the Trustee within 60 days after receipt from the individual retirement account, and the rollover meets the other requirements of Code Section 408(d)(3)(A)(ii). A Rollover Contribution also means an amount received from a qualified plan described in Code Section 401(a) or 403(a) attributable to after-tax contributions; from an annuity contract described in Code Section 403(b), including after-tax contributions; or an eligible plan under Code Section 457(b) that is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state. To the extent a Rollover Contribution includes after-tax contributions, such amounts shall be credited to an After- Tax Contribution Account created for such individual in accordance with Section 3.6.2. The Plan will accept a Direct Rollover to a Roth Elective Contribution Account only if it is a Direct Rollover from another Roth elective deferral account under an applicable retirement plan described in Section 402(A)(e)(1) of the Code and only to the extent the rollover is permitted under Section 402(c) of the Code. Rollover Contribution Account means the Account established for a Participant pursuant to Section 3.6.4.


 
-12- 86477113v.36 Roth Elective Contribution means an elective deferral that is (a) designated irrevocably by the Participant at the time of the cash or deferred election as a Roth Elective Contribution that is being made in lieu of all or a portion of the Pre-Tax Contributions the Participant is otherwise eligible to make under Section 3.1 of the Plan; (b) treated by the Participating Employer as not excludible from the Participant’s gross income; and (c) maintained by the Plan in the Participant’s Roth Elective Contribution Account. A Roth Elective Contribution is generally treated as not excludible from gross income if it is treated as includible in gross income by the Participating Employer. If an elective contribution would not have been includible in gross income if the amount had been paid directly to the Participant (rather than being subject to a cash or deferral election), the elective contribution may be designated as a Roth Elective Contribution. Contributions and withdrawals of Roth Elective Contributions must be credited and debited to the designated Roth Elective Contribution Accounts and the Plan must maintain a record of the Participant’s investment in the contract (i.e., Roth Elective Contributions that have not been distributed) with respect to the designated Roth Elective Contribution Accounts. In addition, all gains, losses and other credits or charges must be separately allocated on a reasonable and consistent basis to the designated Roth Elective Contribution Accounts and other accounts under the Plan. However, Forfeitures may not be allocated to the designated Roth Elective Contribution Accounts and no contributions other than Roth Elective Contributions and rollover contributions described in Section 402A(c)(3)(B) of the Code may be allocated to such accounts. The separate Roth Elective Contribution Account requirement applies at the time the Roth Elective Contribution is contributed to the Plan and must continue to apply until the designated Roth Elective Contribution Account is completely distributed. Roth Elective Contributions made pursuant to Section 414(u) of the Code by reason of a Participant’s “qualified military service” are not taken into account when applying the ADP test. Roth Elective Contribution Account means the Account established for a Participant pursuant to Section 3.6.5. Roth Elective Contribution Election means the Participant’s election to make Roth Elective Contributions in accordance with Section 3.3.1. Safe Harbor 401(k) Plan means the period during which the Plan satisfies the safe harbor provisions of Section 401(k) and 401(m) and related Treasury regulations and other guidance promulgated by the Internal Revenue Service for purposes of meeting the actual deferral percentage and actual contribution percentage tests. Safe Harbor Notice means a notice of eligible Participants’ rights and obligations under the Plan, with respect to the Plan’s Safe Harbor 401(k) Plan status, which notice is written in a manner calculated to be understood by the average eligible Participant and which satisfies the requirements Treasury regulations 1.401(k)-3(d). Spouse means the person to whom a Participant has entered into: (a) a marriage recognized by the state, possession, or territory of the United States in which the marriage was entered into, regardless of domicile; or (b) a relationship denominated as marriage under the laws of a foreign -13- 86477113v.36 jurisdiction if the relationship would be recognized as marriage under the laws of at least one state, possession or territory of the United States, regardless of domicile. Supplemental Contributions means a Matched Participant's Pre-Tax Contributions, Roth Elective Contributions and After-Tax Contributions in excess of six percent of his or her annualized Compensation. Surviving Spouse means the person legally married to a Participant on the date of his or her death or on his or her Annuity Starting Date, whichever is earlier. Trust means the trust established under the Plan, to which Plan contributions are made and in which Plan assets are held. Trust Fund means the assets of the Trust held by or in the name of the Trustee. Trustee means the institution appointed as Trustee pursuant to Article XI of the Plan, and any successor Trustee. Valuation Date means each business day of the Plan Year. Year of Service means the total number of calendar months during which the Employee is employed by the Company or an Affiliate, divided by 12, including any Period of Separation that does not constitute a Break in Service. A partial month of employment counts as a whole month. An Employee’s Years of Service do not include any Breaks in Service. ARTICLE II Participation 2.1 Admission as a Participant (a) An Employee becomes a Participant as of the date he or she satisfies all of the following requirements: (b) the Employee is an Eligible Employee; (c) the Employee either (i) is a permanent, full-time Employee, (ii) is a permanent, part-time employee eligible for benefits, or (iii) has completed at least 1,000 Hours of Service in a 12-month period beginning on his or her Employment Commencement Date or an anniversary of his or her Employment Commencement Date; (d) the Employee has filed with the Administrator a Pre-Tax Contribution Election, Roth Elective Contribution Election, After-Tax Contribution Election or is automatically enrolled in the Plan pursuant to Section 3.3A; and (e) the Employee’s election has become effective according to uniform and nondiscriminatory rules established by the Administrator. -14- 86477113v.36 2.2 Admission as a Matched Participant A Participant becomes a Matched Participant as of the date he or she satisfies all of the following requirements: (a) the Participant satisfies one of the conditions for being a Matched Participant; (b) the Participant has filed with the Administrator a Pre-Tax Contribution Election, Roth Elective Contribution Election, After-Tax Contribution Election or is automatically enrolled in the Plan pursuant to Section 3.3A; and (c) the Participant’s election has become effective according to uniform and nondiscriminatory rules established by the Administrator. 2.3 Rehires A Participant or Eligible Employee who is rehired as an Eligible Employee after a Period of Separation becomes an active Participant by filing with the Administrator a Pre-Tax Contribution Election, Roth Elective Contribution Election or After-Tax Contribution Election. When the Employee’s election becomes effective, the Participant or Eligible Employee will again become an active Participant. If such a Participant satisfies one of the conditions for being a Matched Participant, the Participant becomes an active Matched Participant by filing with the Administrator a Pre-Tax Contribution Election, Roth Elective Contribution Election or After-Tax Contribution Election. When the Pre-Tax Contribution Election, Roth Elective Contribution Election or After-Tax Contribution Election becomes effective, the Matched Participant will become an active Matched Participant. 2.4 Provision of Information The Administrator may provide for paper, telephonic or electronic means of enrollment. Each Participant must execute the forms or follow the telephonic or electronic procedures required by the Administrator and make available to the Administrator any information it reasonably requests. As a condition of participating in the Plan, an Employee agrees, on his or her own behalf and on behalf of all persons who may have or claim any right by reason of the Employee’s participation in the Plan, to be bound by all provisions of the Plan and by any agreement entered into pursuant to the Plan, each as interpreted by the Administrator in its uniform and nondiscriminatory discretion. 2.5 Termination of Participation A Participant ceases to be a Participant when he or she dies or, if earlier, when his or her entire Account Balance has been paid to him or her. A Matched Participant ceases to be a Matched Participant when he or she no longer satisfies one of the conditions for being a Matched Participant. 2.6 Special Rules Relating to Veterans’ Reemployment Rights The following special provisions will apply to an Eligible Employee or Participant who is reemployed in accordance with the reemployment provisions of the Uniformed Services -15- 86477113v.36 Employment and Reemployment Rights Act (“USERRA”) following a period of qualifying military service (as determined under USERRA) and will be interpreted in a manner consistent with Code Section 414(u). 2.6.1 Each period of qualifying military service served by an Eligible Employee or Participant will, upon his or her reemployment as an Eligible Employee, be deemed to constitute service with the Participating Employer for all Plan purposes. 2.6.2 The Participant will be permitted to make up Pre-Tax, Roth Elective and/or After-Tax Contributions missed during the period of qualifying military service, so long as he or she does so during the period of time beginning on the date of the Participant’s reemployment with the Participating Employer following his or her period of qualifying military service and extending over the lesser of (a) three times the length of the Participant’s period of qualifying military service, and (b) five years. 2.6.3 The Participating Employer will not credit earnings to a Participant’s Account with respect to any Pre-Tax, Roth Elective or After-Tax Contribution before the contribution is actually made. 2.6.4 A reemployed Matched Participant will be entitled to accrued benefits attributable to Pre-Tax, Roth Elective or After-Tax Contributions only if they are actually made. 2.6.5 For all Plan purposes, including the Participating Employer’s liability for making contributions on behalf of a reemployed Participant as described above, the Participant will be treated as having received Compensation from the Participating Employer based on the rate of Compensation the Participant would have received during the period of qualifying military service, or if that rate is not reasonably certain, on the basis of the Participant’s average rate of Compensation during the 12-month period immediately preceding the period of qualifying military service. 2.6.6 If a Participant makes a Pre-Tax, Roth Elective or After-Tax Contribution in accordance with the foregoing provisions of this Section 2.6: (a) those contributions will not be subject to any otherwise applicable limitation under Code Section 402(g), 404(a) or 415, and will not be taken into account in applying those limitations to other contributions under the Plan or any other plan, for the year in which the contributions are made; the contributions will be subject to the above- referenced limitations only for the year to which the contributions relate and only in accordance with regulations prescribed by the Internal Revenue Service; and (b) the Plan will not be treated as failing to meet the requirements of Code Section 401(a)(4), 401(a)(26), 401(k)(3), 410(b) or 416 by reason of the contributions. 2.6.7. An individual receiving a differential wage payment, as defined by Section 3401(h)(2) of the Code, is treated as an Employee of the Participating Employer making the payment and the differential wage payment is treated as Compensation under the Plan.


 
-16- 86477113v.36 The Plan is not treated as failing to meet the requirements of any provision described in Section 414(u)(1)(C) of the Code due to any contribution or benefit which is based on the differential wage payment provided that all Employees of the Participating Employer are entitled to receive differential wage payments, and to make contributions based on such payments, on reasonably equivalent terms. 2.6.8. For purposes of Section 401(k)(2)(B)(i)(I) of the Code, an individual is treated as having been severed from employment during any period in which the individual is performing service in the uniformed services, as described in Section 3401(h)(2)(A) of the Code. If an individual elects to receive a distribution by reason of severance from employment pursuant to this Section 2.6.8, the individual may not make a Pre-Tax Contribution, a Roth Elective Contribution or an After-Tax Contribution during the 6-month period beginning on the date of the distribution. 2.6.9. If a Participant dies while performing qualified military service (as defined in Section 414(u) of the Code), the survivors of the Participant are entitled to any additional benefits (other than benefit accruals relating to the period of qualified military service) provided under the Plan as if the Participant had resumed and then terminated employment on account of death. 2.7 Direct Transfer (a) Out of Plan. With respect to a Participant who ceases to be an Eligible Employee under the Plan due to either (i) a change in the Plan’s eligibility rules or (ii) a transfer of employment to one of the Company’s Airport Services business unit locations listed in Appendix B from another division of the Company or from an Affiliate of the Company and, as a result of such change in eligibility rules or transfer of employment, the Participant becomes a participant in the JBT Airport Services Savings and Investment Plan, the Trustee of the Plan shall “transfer” as a “non-elective” transfer the entire Account (including any outstanding loans) of such Participant to the JBT Airport Services Savings and Investment Plan. (b) Into the Plan. With respect to a participant in the JBT Airport Services Savings and Investment Plan who ceases to be an eligible employee under the JBT Airport Services Savings and Investment Plan due to either (i) a change in the eligibility rules under the JBT Airport Services Savings and Investment Plan or (ii) a transfer of employment to (1) a Participating Employer (other than the Company) under the Plan or (2) a division location of the Company other than an Airport Services division location, from one of the Airport Services division locations of the Company listed in Appendix B and, as a result of such change in eligibility rules or transfer, the participant becomes a Participant in the Plan, the Trustee of the Plan shall accept a “non-elective transfer” of the entire account (including any outstanding loans) of such Participant from the JBT Airport Services Savings and Investment Plan. (c) Rules Governing Transfers. (i) The Trustee of the Plan may not consent to, or be a party to, any transfer of assets or liabilities to the JBT Airport Services Savings and Investment Plan -17- 86477113v.36 (or from such plan to this Plan) unless immediately after the transfer, the accepting plan provides each participant a benefit equal to or greater in amount than the benefit each participant would have received had the transferring plan terminated immediately prior to the transfer; provided 100% immediate vesting is not required and shall not occur as the result of the transfer. (ii) The Trustee of the Plan will hold, administer and distribute the transferred assets as part of the Trust Fund and shall maintain accounts sufficient to reflect the value of the transfer and to preserve protected benefits arising from the transferor plan pursuant to Code Section 411(d)(6) and related Department of Treasury regulations. (d) Definitions. A “transfer” for purposes of the Plan means the Trustee’s movement of assets from one plan to another plan directly as between the trustees of such plans and not as a distribution. A “non-elective” transfer for purposes of the Plan is a “transfer” without the consent or election of the affected Participant. 2.8 Service Crediting Notwithstanding any provision herein to the contrary, if an individual (a) was actively employed by Stork Food & Dairy Systems, Inc. on June 30, 2014, and (b) remains an active employee of Stork Food & Dairy Systems, Inc. (effective July 1, 2014, hereinafter known as JBT ICS Solutions U.S. Inc.) as of July 1, 2014, such individual’s period of employment with JBT ICS Solutions U.S. Inc. (formerly known as Stork Food & Dairy Systems, Inc.) shall be counted under the Plan and (ii) determining the individual’s Years of Service under the Plan. 2.9 Service Crediting for Tipper Tie, Inc. Notwithstanding any provision herein to the contrary, if an individual (a) was actively employed by Tipper Tie, Inc. on October 31, 2016, and (b) remains an active employee of Tipper Tie, Inc. as of November 1, 2016, such individual’s period of employment with Tipper Tie, Inc. shall be counted under the Plan for purposes of (i) eligibility to participate in the Plan and (ii) determining the individual’s Years of Service under the Plan. 2.10 Service Crediting for Avure Technologies, Inc. Notwithstanding any provision herein to the contrary, if an individual (a) was actively employed by Avure Technologies, Inc. on February 23, 2017, and (b) remains an active employee of Avure Technologies, Inc. as of February 24, 2017, such individual’s period of employment with Avure Technologies, Inc. shall be counted under the Plan for purposes of (i) eligibility to participate in the Plan and (ii) determining the individual’s Years of Service under the Plan. -18- 86477113v.36 2.11 Service Crediting for FTNON USA, Inc. Notwithstanding any provision herein to the contrary, if an individual (a) was actively employed by FTNON USA, Inc. on July 11, 2018, and (b) remains an active employee of FTNON USA, Inc. as of July 12, 2018, such individual’s period of employment with FTNON USA, Inc. shall be counted under the Plan for purposes of (i) eligibility to participate in the Plan and (ii) determining the individual’s Years of Service under the Plan. 2.12 Service Crediting for Proseal America, Inc. Notwithstanding any provision herein to the contrary, if an individual (a) was actively employed by Proseal America, Inc. on May 31, 2019, and (b) remains an active employee of Proseal America, Inc. as of June 1, 2019, such individual’s period of employment with Proseal America, Inc. shall be counted under the Plan for purposes of (i) eligibility to participate in the Plan and (ii) determining the individual’s Hour of Service under the Plan. 2.13 Service Crediting for Prime Equipment Group LLC Notwithstanding any provision herein to the contrary, if an individual (a) was actively employed by Prime Equipment Group LLC on May 31, 2019, and (b) remains an active employee of Prime Equipment Group LLC as of June 1, 2019, such individual’s period of employment with Prime Equipment Group LLC shall be counted under the Plan for purposes of (i) eligibility to participate in the Plan and (ii) determining the individual’s Hour of Service under the Plan. 2.14 Service Crediting for JBT AeroTech Corporation Notwithstanding any provision herein to the contrary, if an individual is actively employed by JBT AeroTech Corporation as of October 1, 2019, such individual’s period of employment with the Company shall be counted under the Plan for purposes of (i) eligibility to participate in the Plan and (ii) determining the individual’s Hours of Service under the Plan. 2.15 Service Crediting for CMS Technology, Inc. Notwithstanding any provision herein to the contrary, if an individual (a) was actively employed by CMS Technology, Inc. on July 2, 2021, and (b) remains an active employee of CMS Technology, Inc. as of August 1, 2021, such individual’s period of employment with CMS Technology, Inc. shall be counted under the Plan for purposes of (i) eligibility to participate in the Plan, and (ii) determining the individual’s Hours of Service under the Plan. 2.16 Service Crediting for Bevcorp, LLC Notwithstanding any provision herein to the contrary, if an individual (a) was actively employed by Bevcorp, LLC on August 31, 2022, and (b) remains an active employee of Bevcorp, LLC as of September 1, 2022, such individual’s period of employment with Bevcorp, LLC shall be counted under the Plan for purposes of (i) eligibility to participate in the Plan and (ii) determining the individual’s Hours of Service under the Plan. -19- 86477113v.36 ARTICLE III Contributions and Account Allocations 3.1 Pre-Tax Contributions and Roth Elective Contributions The Company will transmit to the Funding Agent the Pre-Tax Contributions and Roth Elective Contributions for the Participants. To determine the amount it must transmit for each Participant, the Company will multiply the percentage elected by the Participant in his or her Pre- Tax Contribution Election or his Roth Elective Contribution by the Participant’s Compensation. 3.1.1 For each Plan Year, all Participants who have attained or will attain age fifty (50) by the close of the taxable year shall be eligible to make Catch-Up Contributions during the Plan Year in accordance with, and subject to the limitations of Code Section 414(v) as follows: (a) The Plan shall not be treated as failing to satisfy the requirements of Code Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b) or 416, as applicable, by reason of the making of such Catch-Up Contributions. Catch-Up Contributions shall be disregarded in determining the limitations on Pre-Tax Contributions and Roth Elective Contributions as provided in Section 3.9. (b) Pre-Tax Contributions and Roth Elective Contributions (other than Catch-Up Contributions) determined to be Excess Pre-Tax Contributions and/or Excess Roth Elective Contributions as provided in Section 3.8.9, or determined to be in excess of the required limitations of Code Section 415 in a Plan Year may be recharacterized as a Catch-Up Contribution (to the extent available under the limitations of Code Section 414(v) as in effect for that Plan Year) for a Participant who is eligible to make Catch-Up Contributions, as described in the first paragraph of this Section 3.1.1. (c) Pre-Tax Contributions and Roth Elective Contributions determined to be Excess Contributions as provided in Section 3.8.8 may be recharacterized as Catch-Up Contributions for a Participant who is eligible, as described in the first paragraph of this Section 3.1.1, but (i) only after the application of Sections 3.11.7 and 3.12.7 regarding the recharacterization of Excess Contributions as After-Tax Contributions, to the extent available, and (ii) only to the extent a Catch-Up Contribution amount is available under the limitations of Code Section 414(v) as in effect for that Plan Year. 3.2 After-Tax Contributions The Company will transmit to the Funding Agent the After-Tax Contributions for the Participants. To determine the amount it must transmit for each Participant, the Company will multiply the percentage elected by the Participant in his or her After-Tax Contribution Election by the Participant’s Compensation.


 
-20- 86477113v.36 3.3 Rules Applicable to Pre-Tax, Roth Elective and After-Tax Contributions 3.3.1 In making his or her Pre-Tax Contribution Election, Roth Elective Contribution Election and After-Tax Contribution Election, a Participant may choose to defer or contribute between 0% and 20% of his or her Compensation (between 0% and 20% or between 0% and 75% if the Participant is a Nonhighly Compensated Employee), in 1% increments. The Participant’s Pre-Tax Contribution Election, Roth Elective Contribution Election and After-Tax Contribution Election cannot together total more than 20% of his or her Compensation (75% in the case of a Nonhighly Compensated Employee). The Administrator may reduce the amount of any Pre-Tax Contribution Election, Roth Elective Contribution Election or make such other modifications it deems necessary, so that the Plan complies with the provisions of Code Section 401(k). Pre-Tax, Roth Elective and After-Tax Contributions will be made on a payroll deduction basis and in accordance with uniform and nondiscriminatory rules and procedures established by the Administrator. A Participant’s Salary Deferral Election will apply only to Compensation paid to the Participant while he or she is an Eligible Employee. 3.3.2 A Participant may change his or her Pre-Tax, Roth Elective or After-Tax Contribution Election percentage or discontinue making Pre-Tax Contributions, Roth Elective Contributions or After-Tax Contributions, as frequently as permitted by the Administrator, by completing the form or following any other election change procedure prescribed by the Administrator. An election change will become effective according to the uniform and nondiscriminatory rules established by the Administrator. 3.3.3 Pre-Tax, Roth Elective and After-Tax Contributions will be delivered to the Funding Agent as of the earliest date they are known and can reasonably be segregated from the general assets of the Participating Employer. In no event will that date be later than the 15th business day of the month following the month they would have been paid to the Participant if he or she had not chosen to defer their payment or contribute them to the Plan. 3.3.4 Notwithstanding any other provision of the Plan, the amount contributed by the Participating Employers as Pre-Tax Contributions and Roth Elective Contributions and by Participants as After-Tax Contributions must not exceed, in the aggregate, 15% of the total Compensation for the Plan Year for those Participants employed by the Participating Employers eligible for an allocation for that Plan Year. In addition, the amount contributed by the Participating Employers to this Plan or any other qualified plan maintained by the Participating Employers pursuant to a Participant’s Pre-Tax Contribution Election and Roth Elective Contribution Election must not exceed the Code Section 402(g) limit applicable for that calendar year. 3.3.5 A Participant shall direct the investment of his or her Pre-Tax, Roth Elective and After-Tax Contributions into any of the Investment Funds selected by the Administrator pursuant to Section 10.3, in accordance with the procedures established by the Administrator. 3.3.6 Notwithstanding anything in this Section 3.3 to the contrary, a non-union Participant shall have at least 30 days after receipt of the Safe Harbor Notice in which to make or change a salary deferral election. -21- 86477113v.36 3.3A Automatic Enrollment 3.3A.1 Notwithstanding anything in the Plan to the contrary, any non-union Employee who: was an Eligible Employee on January 1, 2020; was a Participant on January 1, 2020 and had a Pre-Tax Contribution Election of less than 3%; or was hired or rehired on or after January 1, 2020 shall have his or her Compensation automatically reduced on a pre-tax basis by 3% and contributed to his or her Pre-Tax Contribution Account unless such individual elects to have a Pre- Tax Contribution Election of 0% or greater than 3%. For each subsequent Plan Year, any Participant with a Pre-Tax Contribution Election of less than 3% will be automatically enrolled pursuant to the preceding sentence unless he or she elects to have a Pre-Tax Contribution Election of 0% for the applicable Plan Year. Each Participant whose Compensation is automatically deferred under this paragraph shall also be treated as electing that his or her Pre-Tax Contribution Election increase by 1% on each subsequent December 31 until a maximum of 6% of Compensation is being contributed. 3.3A.2 Notwithstanding anything the Plan to the contrary, any Employee covered by the Jetway Systems, Ogden, Utah United Steel Workers Local 6162 collective bargaining unit set forth on Appendix C who: is hired or rehired by a Participating Employer on or after January 1, 2020 or is Participant in the Plan on January 1, 2020 and has a Pre-Tax Contribution Election of less than 2% shall have his or her Compensation automatically reduced on a pre-tax basis by 2% and contributed to his or her Pre-Tax Contribution Account unless such individual elects to have a Pre- Tax Contribution Election of 0% or greater than 2%. 3.4A Company Safe Harbor Nonelective Contributions (a) General Requirements for Allocation: The Plan shall be maintained as a Safe Harbor 401(k) Plan. For each Plan Year for which the Company has elected to maintain that status by making Company Safe Harbor Nonelective Contributions, then, for each such Plan Year, such Company Safe Harbor Nonelective Contributions shall be allocated to the Company Safe Harbor Nonelective Contribution Account for each non-union Participant who is a Participant at any time during the Plan Year. Notwithstanding the foregoing, no Company Safe Harbor Nonelective Contributions shall be made to non-union Participants. (a) Allocation Formula: Where the provisions of subsection (a) above apply for a Plan Year, the Company Safe Harbor Nonelective Contributions for all otherwise eligible Participants under this portion of the Plan (as determined in accordance with the applicable eligibility provisions of Article II) who have satisfied the eligibility requirements under Section 3.4A for the Plan Year, shall be equal to three percent (3%) of each such eligible Participant’s Compensation for the Plan Year. All Company Safe Harbor Nonelective Contributions for a Plan Year will be allocated to an eligible Participant’s Company Safe Harbor Nonelective Contribution Account no later than the due date (including all extensions) of the Company’s federal tax return for the fiscal year of the Company ending with or within the Plan Year. -22- 86477113v.36 (b) Ceasing 401(k) Safe Harbor Nonelective Contribution Status: The fact that the Company has elected that the Plan be treated as a Safe Harbor 401(k) Plan for a Plan Year shall in no way bind the Plan to continue to maintain such status for future Plan Years. Provided, however, the Plan must be amended to cease to constitute a Safe Harbor 401(k) Plan. 3.4B Safe Harbor 401(k) Plan Status In order to constitute a Safe Harbor 401(k) Plan for a Plan Year, the Company must contribute the Company Safe Harbor Matching Contributions on behalf of all Participants eligible for such contributions under Sections 3.4A and 3.4D and, within a reasonable period of time (meaning generally at least 30 days, but no more than 90 days, before the beginning of the Plan Year), the Company must cause to be provided to each eligible Participant, a Safe Harbor Notice. Provided, however, in the event an Employee becomes eligible to participate in Section 3.4A or Section 3.4D of the Plan after the 90th day before the beginning of the Plan Year and does not receive the Safe Harbor Notice for that reason, the notice must be provided no later than 90 days before the Employee becomes eligible to participate and not later than the date the Employee becomes eligible. 3.4C Company Nonelective Contributions For each Plan Year, a Participating Employer shall contribute to the Plan an amount in such manner and in accordance with the provisions of Appendix C for each Participant who is eligible to receive a Company Nonelective Contribution for the applicable Plan Year pursuant to the eligibility criteria set forth in Appendix C. All Company Nonelective Contributions for a Plan Year will be allocated to an eligible Participant's Company Nonelective Contribution Account no later than the due date (including all extensions) of the Company's federal tax return for the fiscal year of the Company ending with or within the Plan Year. 3.4D Company Safe Harbor Matching Contributions The Company shall maintain its status a Safe Harbor 401(k) Plan by making Company Safe Harbor Matching Contributions for each Plan Year, which shall be allocated to the Company Safe Harbor Matching Contribution Account for each non-union Matched Participant who is a Participant during the Plan Year. The Company Safe Harbor Matching Contributions for all eligible Participants under this portion of the Plan (as determined in accordance with the applicable eligibility provisions of Article II) shall be equal to 150% of all Pre-Tax Contributions, Roth Elective Contributions and After-Tax Contributions made that does not exceed 1% of the Participant’s Compensation for each payroll contribution period and 100% of all Pre-Tax Contributions, Roth Elective Contributions and After-Tax Contributions made on the next 2% to 6% of the Participant’s Compensation for each payroll contribution period. The Company shall make an additional “true-up” Company Safe Harbor Matching Contribution on behalf of a Participant equal to the difference, if any, between the amount of Company Safe Harbor Matching Contributions made on behalf of such Participant for the Plan Year and the amount of Company Safe Harbor Matching Contributions that would have been made on behalf of such Participant for the Plan Year if the Company Safe Harbor Matching -23- 86477113v.36 Contributions had been made on a Plan Year basis. Notwithstanding the foregoing, in no event shall the amount of the Company Safe Harbor Matching Contributions made under this Section 3.4D be more than 6.5% of the Participant’s Compensation for the Plan Year. 3.5 Rollover Contributions With the approval of the Administrator, a Participant or Eligible Employee may make a Rollover Contribution to the Plan. A Participant’s Rollover Contribution will be allocated to his or her Rollover Contribution Account no later than the first day of the month following the month in which the contribution is made. A Rollover Contribution must be made in cash. If an Employee makes a contribution that was intended to be a Rollover Contribution and the Funding Agent later discovers it was not a Rollover Contribution, the Funding Agent will distribute the balance of the Participant’s Rollover Contribution Account to him or her as soon as practicable. Notwithstanding the preceding, the Plan will accept a Rollover Contribution that includes participant loan receivables with respect to a Direct Rollover from the Dover Corporation Retirement Savings Plan to the Plan by a Participant who (a) was a former participant in the Dover Corporation Retirement Savings Plan, (b) was actively employed by Tipper Tie, Inc. on October 31, 2016 and (c) remained an active employee of Tipper Tie, Inc. as of November 1, 2016, provided, such loan receivables are adequately secured. Notwithstanding the preceding, the Plan will accept a Rollover Contribution that includes participant loan receivables with respect to a Direct Rollover from the Prime Equipment Group 401(k) Plan to the Plan by a Participant who (a) was a former participant in the Prime Equipment Group 401(k) Plan, (b) was actively employed by Prime Equipment Group LLC on May 31, 2019 and (c) remained an active employee of Prime Equipment Group LLC as of June 1, 2019, provided, such loan receivables are adequately secured. Notwithstanding the preceding, the Plan will accept a Rollover Contribution that includes participant loan receivables with respect to a Direct Rollover from the Itochu International Inc. 401(k) Savings Plan by a Participant who (a) was a former participant in the Itochu International Inc. 401(k) Savings Plan, (b) was actively employed by Bevcorp, LLC on August 31, 2022 and (c) remained an active employee of Bevcorp, LLC as of September 1, 2022, provided, such loan receivables are adequately secured. 3.6 Establishment of Accounts 3.6.1 Each Participant to whom Pre-Tax Contributions are allocated will have a Pre-Tax Contribution Account. The Pre-Tax Contribution Account will be credited with the Pre- Tax Contributions allocable to the Participant and the income on those contributions, and will be debited with expenses, losses, withdrawals and distributions chargeable to those contributions. 3.6.2 Each Participant who makes After-Tax Contributions will have an After- Tax Contribution Account. The After-Tax Contribution Account will be credited with the After- Tax Contributions the Participant makes and the income on those contributions, and will be debited with expenses, losses, withdrawals and distributions chargeable to those contributions. 3.6.3 Each Matched Participant who made Basic Contributions prior to January 1, 2020, will have a Company Contribution Account. The Company Contribution Account will be credited with the income on those contributions, and will be debited with expenses, losses, withdrawals and distributions chargeable to those contributions.


 
-24- 86477113v.36 3.6.4 Each Participant who makes a Rollover Contribution to the Plan pursuant to Section 3.5 will have a Rollover Contribution Account. The Rollover Contribution Account will be credited with all Rollover Contributions made by the Participant and the income on those contributions, and will be debited with expenses, losses, withdrawals and distributions chargeable to those contributions. 3.6.5 Each Participant to whom Roth Elective Contributions are allocated will have a Roth Elective Contribution Account. The Roth Elective Contribution Account will be credited with the Roth Elective Contributions allocable to the Participant and the income on those contributions, and will be debited with expenses, losses, withdrawals and distributions chargeable to those contributions. 3.6.6 Each Participant to whom Company Discretionary Matching Contributions were allocated prior to January 1, 2020, will have a Company Discretionary Matching Contribution Account. The Company Discretionary Matching Contribution Account will be credited with the income on those contributions, and will be debited with expenses, losses, withdrawals and distributions chargeable to those contributions. 3.6.7 Each Participant to whom Company Nonelective Contributions are allocated will have a Company Nonelective Contribution Account. The Company Nonelective Contribution Account will be credited with a Company Nonelective Contributions made on behalf of a Participant under Section 3.4C, and the income on those contributions, and will be debited with expenses, losses, withdrawals and distributions chargeable to those contributions. 3.7 Limitation on Annual Additions to Accounts (a) For purposes of this Section 3.7, the term `annual additions' includes all Pre-Tax Contributions, After-Tax Contributions, Roth Elective Contributions, Company Safe Harbor Matching Contributions, Company Safe Harbor Nonelective Contributions, Company Nonelective Contributions, and Forfeitures allocated to the Participant’s Accounts for the Plan Year, but shall not include Catch-Up Contributions pursuant to Code Section 414(v) (as described in Section 3.1.1), and Excess Pre-Tax Contributions and Excess Roth Elective Contributions (as described in Section 3.10.4) that are distributed to the Participant by April 15th following the year for which they were contributed to the Plan. ‘Annual Additions’ also includes any employer and employee contributions and forfeitures allocated for the Plan Year under other defined contribution plans of the Company and the Affiliates, including (i) an individual medical benefit account (as defined in Code Section 415(l)(2)) which is a part of any such plan, or (ii) amounts derived from contributions paid or accrued after December 31, 1985, in taxable years ending after such date, which are attributable to post-retirement medical benefits, allocated to the separate account of a Key Employee (as defined in Code Section 419A(d)(3)) and under a welfare benefit fund (as defined in Code Section 419(e)) maintained by the Company. -25- 86477113v.36 (b) Notwithstanding any provision of the Plan to the contrary, the total annual additions allocated for any Plan Year to the Account of a Participant and to his or her accounts under any other defined contribution plan maintained by the Company or an Affiliate shall not exceed the lesser amount of (a) $40,000, as adjusted in accordance with Code Section 415(d), or (b) 100% of the Participant’s Compensation, except that the compensation limitation described herein shall not apply to any employer contribution for medical benefits (within the meaning of Code Section 401(h) or 419A(f)(2)) which is otherwise treated as an ‘annual addition’ under Code Section 415(l)(1) or 419A(d)(2). 3.8 Limitations on Pre-Tax Contributions, Roth Elective Contributions, and After-Tax Contributions – Definitions For purposes of Section 3.8 through 3.12, the terms defined below have the meanings 3.8.1 Actual Contribution Percentage means the sum of any After-Tax Contributions allocated to the Eligible Participant for the Plan Year, divided by the Eligible Participant’s Plan Year Compensation, and stated as a percentage. All after-tax employee contributions and employer matching contributions made on behalf of a Highly Compensated Employee under all plans of the Company and its Affiliates will be aggregated to determine the Highly Compensated Employee’s Actual Contribution Percentage. The Actual Contribution Percentage of an Eligible Participant who does not make a Pre-Tax Contribution Election, Roth Elective Contribution Election or an After-Tax Contribution Election is 0.0%. 3.8.2 Actual Deferral Percentage means the amount of Pre-Tax Contributions and Roth Elective Contributions allocated to the Eligible Participant for the Plan Year, divided by his or her Plan Year Compensation, stated as a percentage. In calculating the Actual Deferral Percentage, Pre-Tax Contributions and Roth Elective Contributions include Excess Pre-Tax Contributions and Excess Roth Elective Contributions, respectively, for Highly Compensated Employees (whether they were made under plans of unrelated employers or plans of the same or related employers) but do not include Excess Pre-Tax Contributions or Excess Roth Elective Contributions for Nonhighly Compensated Employees. The Actual Deferral Percentage of an Eligible Participant who does not make a Pre-Tax Contribution Election or a Roth Elective Contribution Election is 0.0%. 3.8.3 Aggregate Limit means the greater of: (a) the sum of: (i) 1.25 times the Average Actual Deferral Percentage or the Average Actual Contribution Percentage of the group, whichever is larger; and (ii) two percentage points plus the Average Actual Deferral Percentage or the Average Actual Contribution Percentage of the group, whichever is less, but in no event more than twice the lesser of the group’s Average Actual Deferral Percentage and its Average Actual Contribution Percentage; and -26- 86477113v.36 (b) the sum of: (i) 1.25 times the Average Actual Deferral Percentage or the Average Actual Contribution Percentage of the group, whichever is less; and (ii) two percentage points plus the Average Actual Deferral Percentage or the Average Actual Contribution Percentage of the group, whichever is larger, but in no event more than twice the larger of the group’s Average Actual Deferral Percentage and its Average Actual Contribution Percentage. For purposes of this Section 3.8.3, the “group” is the group of Eligible Participants who are Nonhighly Compensated Employees for the preceding Plan Year. 3.8.4 Average Actual Contribution Percentage means the average of the Actual Contribution Percentages of the Eligible Participants in a group. 3.8.5 Average Actual Deferral Percentage means the average of the Actual Deferral Percentages of the Eligible Participants in a group. 3.8.6 Eligible Participant any Employee who is eligible to make a Pre-Tax Contribution Election, a Roth Elective Contribution Election or an After-Tax Contribution Election any time during the Plan Year. 3.8.7 Excess Aggregate Contributions means, for any Plan Year in which the Actual Contribution Percentage Test under Section 3.12 of the Plan is not satisfied, the excess of the Company and After-Tax Contributions (and any Pre-Tax Contributions, Roth Elective Contributions or pre-tax salary deferrals under other plans, taken into account in determining the Actual Contribution Percentages) actually made on behalf of Highly Compensated Employees for the Plan Year, over the maximum amount of such contributions permitted under Section 3.12 of the Plan for the Plan Year. The amount of Excess Aggregate Contributions will be determined by first reducing the Company and After-Tax Contributions to the Highly Compensated Employees with the highest Actual Contribution Percentage by the lesser of (a) the amount necessary for the Actual Contribution Percentage of that Highly Compensated Employee to equal the Actual Contribution Percentage of the Highly Compensated Employee with the next highest Actual Contribution Percentage; and (b) the amount necessary for the Plan to satisfy the Actual Contribution Percentage Test under Section 3.12 of the Plan. This process will be repeated until the Plan satisfies the Actual Contribution Percentage Test under Section 3.12 of the Plan. Then, the aggregate amount of such reductions will be distributed by reducing the Company and After- Tax Contributions for the Highly Compensated Employee with the highest combined dollar amount of Company and After-Tax Contributions by the lesser of (a) the amount necessary for the dollar amount of that Highly Compensated Employee’s combined Company and After-Tax Contributions to equal the combined dollar amount of the Company and After-Tax Contributions of the Highly Compensated Employee with the next highest combined dollar amount of Company and After-Tax Contributions; and (b) the amount necessary for the Plan to satisfy the Actual Contribution Percentage Test. For each Highly Compensated Employee’s reductions, the Administrator will reduce the Highly Compensated Employee’s After-Tax Contributions if it is still necessary to reduce his or her Plan Year contributions. The amount of any Highly -27- 86477113v.36 Compensated Employee’s Excess Aggregate Contributions is calculated after determining the Excess Contribution to be recharacterized as After-Tax Contributions for the Plan Year. To the extent required, if the Aggregate Limit in Section 3.8.3 of the Plan is exceeded, further reduction of the Actual Deferral Percentage for all Highly Compensated Employees will be made in a similar manner so that the Aggregate Limit is not exceeded. 3.8.8 Excess Contributions means for any Plan Year in which the Actual Deferral Percentage Test under Section 3.11 of the Plan is not satisfied, the excess of the Pre-Tax Contributions and Roth Elective Contributions actually made on behalf of Highly Compensated Employees for the Plan Year, over the maximum amount of such contributions permitted under Section 3.11 of the Plan for the Plan Year. The amount of Excess Contributions will be determined by first reducing the Pre-Tax Contributions or Roth Elective Contributions, as applicable, of the Highly Compensated Employee with the highest Actual Deferral Percentage by the lesser of (a) the amount necessary for the Actual Deferral Percentage of that Highly Compensated Employee to equal the Actual Deferral Percentage of the Highly Compensated Employee with the next highest Actual Deferral Percentage; and (b) the amount necessary for the Plan to satisfy the Actual Deferral Percentage Test under Section 3.23 of the Plan. This process will be repeated until the Plan satisfies the Actual Deferral Percentage Test under Section 3.11 of the Plan. Then, the aggregate amount of such reductions will be distributed by reducing the Pre-Tax Contributions or Roth Elective Contributions, as applicable, for the Highly Compensated Employee with the highest dollar amount of Pre-Tax Contributions or Roth Elective Contributions, as applicable, by the lesser of (a) the amount necessary for the dollar amount of that Highly Compensated Employee’s Pre- Tax Contributions or Roth Elective Contributions, as applicable, to equal the Pre-Tax Contributions of the Highly Compensated Employee with the next highest dollar amount of Pre- Tax Contributions or Roth Elective Contributions, as applicable; and (b) the amount necessary for the Plan to satisfy the Actual Deferral Percentage Test. 3.8.9 Excess Pre-Tax Contribution means the amount of Pre-Tax Contributions for a calendar year that are includible in a Participant’s gross income under Code Section 402(g) because the Participant’s elective deferrals exceed the dollar limitation under Code Section 402(g) as determined under Sections 3.11 and 3.12. 3.8.10 Excess Roth Elective Contribution means the amount of Roth Elective Contributions for a calendar year that are includible in a Participant’s gross income under Code Section 402(g) because the Participant’s elective deferrals exceed the dollar limitation under Code Section 402(g) as determined under Sections 3.10 and 3.11. 3.9 Maximum Amount of Pre-Tax Contributions The total amount of Pre-Tax Contributions, Roth Elective Contributions, 401(k) contributions under another qualified plan, and deferrals under a Code Section 403(b) annuity, a simplified employee pension and/or a simple retirement account allocated to a Participant in any calendar year cannot exceed the dollar limitation in effect under Code Section 402(g) for that year.


 
-28- 86477113v.36 3.10 Correction of Excess Pre-Tax Contributions and Excess Roth Elective Contributions 3.10.1 Excess Pre-Tax Contributions or Excess Roth Elective Contributions, as applicable, as adjusted per Section 3.11.2, will be distributed to each Participant on whose behalf they were made no later than the first April 15 following the close of the taxable year of the Participant for which they were allocated. In no event may the amount distributed under this Section 3.11 exceed the Participant’s total Pre-Tax Contributions or Excess Roth Elective Contributions, as applicable (as adjusted under Section 3.11.2 for income and losses allocable to them), for the taxable year for which he or she had Excess Pre-Tax Contributions or Excess Roth Elective Contributions, as applicable. 3.10.2 The Excess Pre-Tax Contributions or Excess Roth Elective Contributions, as applicable, to be distributed to a Participant will be adjusted for income or losses through the close of the Plan Year for which they were made, with such income or losses determined in a nondiscriminatory manner (within the meaning of Code Section 401(a)(4)) consistent with the valuation of Participant Accounts under Section 10.4. 3.10.3 If a Participant has Excess Pre-Tax Contributions or Excess Roth Elective Contributions, as applicable, but only when taking into account his or her pre-tax contributions under another plan, in order to receive a distribution of Excess Pre-Tax Contributions or Excess Roth Elective Contributions, as applicable, he or she must make a written claim to the Administrator no later than the March 15 following the taxable year of the Participant for which the contributions were made. The claim must specify the amount of the Participant’s Excess Pre- Tax Contributions or Excess Roth Elective Contributions, as applicable, for the preceding taxable year and be accompanied by the Participant’s written statement that if those amounts are not distributed, the Participant’s Pre-Tax Contributions or Excess Roth Elective Contributions, as applicable, when added to amounts deferred under other plans or arrangements described in Code Sections 401(k), 402(h)(1)(B) (a simplified employee pension), 403(b) (an annuity plan) or 408(p)(2)(A)(i) (a simple retirement plan) will exceed the limit imposed on the Participant by Code Section 402(g) for the year in which the deferral occurred. 3.10.4 Excess Pre-Tax Contributions or Excess Roth Elective Contributions, as applicable, distributed prior to the first April 15 following the close of the Participant’s taxable year will not be treated as Annual Additions under Section 3.7 for the preceding Limitation Year. 3.11 Actual Deferral Percentage Test 3.11.1 The Average Actual Deferral Percentage for Eligible Participants who are Highly Compensated Employees for the Plan Year may not exceed the greater of: (a) the Average Actual Deferral Percentage for Eligible Participants who are Nonhighly Compensated Employees for the Plan Year multiplied by 1.25; and (b) the lesser of: (i) the Average Actual Deferral Percentage for Eligible Participants who are Nonhighly Compensated Employees for the Plan Year multiplied by two and -29- 86477113v.36 (ii) the Average Actual Deferral Percentage for Eligible Participants who are Nonhighly Compensated Employees for the Plan Year plus two percentage points. 3.11.2 The provisions of Code Section 401(k)(3) are incorporated by reference. 3.11.3 If this Plan satisfies the requirements of Code Sections 401(a)(4), 401(k), and 410(b) only if aggregated with one or more other plans, or if one or more other plans satisfy the requirements of those Code sections only if aggregated with this Plan, then this Section 3.11 is applied by determining the Actual Deferral Percentages of Eligible Participants as if all the plans were a single plan. 3.11.4 The Administrator also may treat one or more plans as a single plan with the Plan whether or not the aggregated plans must be aggregated to satisfy Code Sections 401(a)(4) and 410(b). However, those plans must then be treated as one plan under Code Sections 401(a)(4), 401(k), and 410(b). Plans may be aggregated under this Section 3.11.4 only if they have the same plan year. 3.11.5 Pre-Tax Contributions and Roth Elective Contributions may be considered made for a Plan Year if made no later than the end of the 12-month period beginning on the day after the close of the Plan Year. 3.11.6 The determination and treatment of the Pre-Tax Contributions, Roth Elective Contributions and Actual Deferral Percentage of any Participant must satisfy all requirements prescribed by the Secretary of the Treasury, including, without limitation, record retention requirements. 3.11.7 The Administrator will limit the election and allocation of Pre-Tax Contributions and Roth Elective Contributions in order to avoid the creation of Excess Contributions. If and to the extent necessary or desirable, the Administrator will recharacterize Excess Contributions as After-Tax Contributions, or will distribute Excess Contributions. Recharacterized Excess Contributions will be treated as required in Treasury Regulations Section 1.401(k)-1(f)(3). The Administrator will recharacterize Excess Contributions within two and one- half months after the close of the Plan Year in which they arose. A distribution of Excess Contributions will normally be made within the same time frame. At all events, a corrective distribution of Excess Contributions must be made no later than 12 months after the end of the Plan Year in which they arose, and will include income allocable to the excess Contributions for the Plan Year in which they arose. The method used to determine the income allocable to Excess Contributions that are distributed will not violate Code Section 401(a)(4), and will be applied consistently for all Participants and all corrective distributions for any Plan Year. Any distribution to a Participant of less than the entire amount of his or her Excess Contributions will be treated as a pro rata distribution of Excess Contributions and income. The Administrator may combine the correction methods described in this Section 3.11.7. The amount of Excess Contributions to be recharacterized or distributed to a Participant under this Section 3.11.7 will be reduced by any Excess Pre-Tax Contributions or Excess Roth Elective Contributions previously distributed to the Participant for his or her taxable year ending with or within the Plan Year. Similarly, the amount of Excess Pre-Tax Contributions or Excess Roth Contributions to be distributed for a Participant’s -30- 86477113v.36 taxable year will be reduced by the amount of any Excess Contributions previously distributed or recharacterized as to that Participant for the Plan Year beginning with or within the Participant’s taxable year. 3.11.8 If a Highly Compensated Employee is a Participant under two or more cash or deferred arrangements, all such cash or deferred arrangements shall be treated as one cash or deferred arrangement for the purpose of determining the Average Actual Deferral Percentage with respect to such Highly Compensated Employee. However, if the cash or deferred arrangements have different Plan Years, then all Pre-Tax Contributions or Roth Elective Contributions made during the Plan Year being tested under all such cash or deferred arrangements shall be aggregated, without regard to the plan years of the other plans. Notwithstanding the foregoing, plans that are not permitted to be aggregated under Treas. Reg. section 1. 401(k) – 1(b)(4) are not required to be aggregated for purposes of this Section 3.11.8. 3.11.9 Notwithstanding the foregoing paragraphs of Section 3.11, the test provided in Code Section 401(k)(3) shall be met if the Plan meets the Safe Harbor Notice requirement set forth in Section 3.4B and the following Contribution Requirement. The Contribution Requirement is met if the Company is required to make the Company Safe Harbor Nonelective Contributions set forth in Section 3.4A on behalf of each Nonhighly Compensated Employee who is eligible to participate in Section 3.4A of the Plan as a non-union Participant without regard to whether such Employee makes a Pre-Tax Contribution or Roth Elective Contribution described in Section 3.1 or an After-Tax Contribution described in Section 3.2. 3.11.10 Notwithstanding any Plan provisions to the contrary, with respect to any Plan Year for which the Plan is a Safe Harbor 401(k) Plan, when performing the Actual Deferral Percentage Test, the current year testing method shall be used and any changes from current year to prior year testing shall be made pursuant to Internal Revenue Service Notice 98-1, the provisions of which are incorporated herein by reference. 3.12 Actual Contribution Percentage Test 3.12.1 The Average Actual Contribution Percentage for Eligible Participants who are Highly Compensated Employees for the Plan Year may not exceed the greater of: (a) the Average Actual Contribution Percentage for Eligible Participants who are Nonhighly Compensated Employees for the Plan Year multiplied by 1.25; and (b) the lesser of: (i) the Average Actual Contribution Percentage for Eligible Participants who are Nonhighly Compensated Employees for the Plan Year multiplied by two; and (ii) the Average Actual Contribution Percentage for Eligible Participants who are Nonhighly Compensated Employees for the Plan Year plus two percentage points. 3.12.2 The provisions of Code Section 401(m)(2) are incorporated by reference. -31- 86477113v.36 3.12.3 If this Plan satisfies the requirements of Code Section 401(a)(4), 401(k) and 410(b) only if aggregated with one or more other plans, or if one or more other plans satisfy the requirements of those Code sections only if aggregated with this Plan, then this Section 3.12 is applied by determining the Actual Contribution Percentage of Eligible Participants as if all the plans were a single plan. 3.12.4 The Administrator also may treat one or more plans as a single plan with the Plan, whether or not the aggregated plans must be aggregated to satisfy Code Sections 401(a)(4) and 410(b). However, those plans must then be treated as one plan under Code Sections 401(a)(4), 401(m) and 410(b). Plans may be aggregated under this Section 3.12.4 only if they have the same plan year. 3.12.5 An After-Tax Contribution is considered made for a Plan Year if it is deducted from the Participant’s Compensation during the Plan Year and transmitted to the Trustee within a reasonable period after that. A Pre-Tax Contribution or Roth Elective Contribution may be considered made under this Section 3.12 for a Plan Year if it is recharacterized for purposes of Section 3.12, and if it is includible in the gross income of the Participant as of a date during that Plan Year. A recharacterized Pre-Tax Contribution or Roth Elective Contribution is includible in a Participant’s gross income as of the date it would have been paid to the Participant, had the Participant not elected to defer it into the Plan. 3.12.6 The determination and treatment of After-Tax Contributions and the Actual Contribution Percentage of any Participant must satisfy all requirements prescribed by the Secretary of Treasury, including, without limitation, record retention requirements. 3.12.7 The Administrator will limit the making of After-Tax Contributions in order to avoid the creation of Excess Aggregate Contributions. If and to the extent necessary or desirable, the Administrator will forfeit any Excess Aggregate Contributions that were not vested, and will distribute to the Participant who made them any Excess Aggregate Contributions that were After-Tax Contributions. A distribution of Excess Aggregate Contributions will normally be made within two and one-half months after the close of the Plan Year in which they arose. At all events, a corrective distribution of Excess Aggregate Contributions must be made no later than 12 months after the end of the Plan Year in which they arose, and will be adjusted for income allocable to the Excess Aggregate Contributions for the Plan Year in which they arose. The method used to determine the income allocable to any Excess Aggregate Contributions that are distributed will not violate Code Section 401(a)(4), and will be applied consistently for all Participants and all corrective distributions for any Plan Year. Any distribution to a Participant of less than the entire amount of his or her Excess Aggregate Contributions will be treated as a pro rata distribution of Excess Aggregate Contributions and income. The Administrator may combine the correction methods described in this Section 3.12.7. 3.12.8 For purposes of this Section 3.12, if a Highly Compensated Employee is a Participant under two or more cash or deferred arrangements, all such cash or deferred arrangements shall be treated as one cash or deferred arrangement for the purpose of determining the Average Actual Contribution Percentage with respect to such Highly Compensated Employee. However, if the cash or deferred arrangements have different Plan Years, then all After-Tax


 
-32- 86477113v.36 Contributions made during the Plan Year being tested under all such cash or deferred arrangements shall be aggregated, without regard to the plan years of the other plans. 3.12.9 Notwithstanding the foregoing paragraphs of Section 3.12, the test provided in Code Section 401(m)(2) shall be met if the Plan meets the Safe Harbor Notice requirement set forth in Section 3.4B and the Contribution Requirements described in Section 3.11.9 above. 3.12.10 Notwithstanding any Plan provisions to the contrary, with respect to any Plan Year for which the Plan is a Safe Harbor 401(k) Plan, when performing the Actual Contribution Percentage Test, the current year testing method shall be used and any changes from current year to prior year testing shall be made pursuant to Internal Revenue Service Notice 98-1, the provisions of which are incorporated herein by reference. ARTICLE IV Vesting 4.1 Vesting in After-Tax, Company Safe Harbor Nonelective, Pre-Tax, Roth Elective and Rollover Contributions Accounts A Participant is always 100% vested in the balance of his or her After-Tax Contribution Account, Company Safe Harbor Nonelective Contribution Account, Pre-Tax Contribution Account, Roth Elective Contribution Account and Rollover Contribution Account. 4.2 Vesting in Company Contribution Account, Contingent Account, Company Discretionary Matching Contribution Account, Company Nonelective Contribution Account and Company Safe Harbor Matching Contribution Account 4.2.1 A Participant becomes vested in any balance of his or her Company Contribution Account and Contingent Account according to the following Schedule: Years of Service Percent Fewer than 2 0% 2 but fewer than 3 20% 3 but fewer than 4 40% 4 but fewer than 5 60% 5 or more 100% Notwithstanding the preceding, an active Participant becomes vested in any balance of his or her Company Contribution Account, Contingent Account, Company Discretionary Matching Contribution Account and Company Nonelective Contribution Account according to the following Schedule: Years of Service Percent Fewer than 1 0% 1 but fewer than 2 33 1/3% 2 but fewer than 3 66 2/3% 3 or more 100% -33- 86477113v.36 Notwithstanding the foregoing: (a) an active Participant becomes vested in any balance of his or her Company Safe Harbor Matching Contribution Account according to the following schedule: Years of Service Percent Fewer than 2 0% 2 or more 100% (b) a Matched Participant receiving Company Nonelective Contributions pursuant to Appendix C shall become vested in such Company Nonelective Contributions in his or her Company Nonelective Contribution Account according to the schedule set forth in Appendix C. 4.2.2 Notwithstanding the foregoing, a Participant will become 100% vested in the balance of his or her Company Contribution Account, Contingent Account, Company Discretionary Matching Contribution Account, Company Nonelective Contribution Account and Company Safe Harbor Matching Contribution Account if: (a) he or she reaches age 55 while employed by the Company or one of its Affiliates; (b) he or she separates from service due to Disability; (c) he or she dies while employed by the Company or one of its Affiliates; (d) he or she ceases to be an Employee because of the permanent shutdown of a single site of employment or of one or more facilities or operating units within a single site of employment; or (e) he or she is employed by the Company or one of its Affiliates involved in a transaction and the Committee, in its discretion, fully vests the Participant in connection with the transaction. 4.2.3 If a Participant is hired by the Company or one of its Affiliates as a result of an acquisition, the Committee (or its delegate) may, in its discretion, give the Participant and all other Participants hired under the same circumstances as a result of the same acquisition credit for service with a prior employer for purposes of vesting. 4.2.4 If the vesting schedule of the Plan is amended, or the Plan is amended in any way that directly or indirectly affects the computation of any Participant’s nonforfeitable percentage, each Participant with at least three (3) Years of Service may elect, within a reasonable period after the adoption of the amendment, to have his or her nonforfeitable percentage computed under the Plan without regard to such amendment. The period during which the election may be made shall commence with the ate the amendment is adopted and shall end on the later of: -34- 86477113v.36 (a) 60 days after the amendment is adopted; (b) 60 days after the amendment becomes effective; or (c) 60 days after the Participant is issued written notice of the amendment by the Company. 4.3 Forfeitures 4.3.1 A Participant forfeits the non-vested portion of his or her Company Contribution Account, Contingent Account, Company Discretionary Matching Contribution Account, Company Nonelective Contribution Account and Company Safe Harbor Matching Contribution Account on the earlier of: (a) the dates as of which he or she receives a distribution of his or her entire Company Contribution Account, Contingent Account, Company Discretionary Matching Contribution Account, Company Nonelective Contribution Account and Company Safe Harbor Matching Contribution Account and (b) the date his or her Period of Separation equals five years. The nonvested amount so forfeited is a Forfeiture. If the Participant incurs a Forfeiture under clause (a) above and his or her Period of Separation is shorter than five years, the Forfeiture is restored, and the Period of Separation counts towards the Participant’s Years of Service, along with service before and after the Period of Separation, in determining the Participant’s Years of Service for purposes of Section 4.2. If the Period of Separation is five years or longer, the Forfeiture will not be restored, but the Period of Separation counts towards the Participant’s Years of Service, along with service before and after the Period of Separation, in determining the Participant’s Years of Service for purposes of Section 4.2. If a Participant begins a Period of Separation by way of a maternity or paternity leave, this Section 4.3.1 will be read by substituting the number ‘six’ for the number ‘five’ wherever the latter number appears. A ‘maternity or paternity leave’ is an absence from work because of the Participant’s pregnancy, the birth of a child to or placement of a child for adoption with the Participant, or the need to care for the Participant’s child immediately following its birth to or placement with the Participant. 4.3.2 Amounts that become Forfeitures during a month will be used to restore Forfeitures to rehired Participants as provided in Section 4.3.1. Any remaining Forfeitures during a month will be used to pay the administrative expenses of the Plan in the following order: Trustee’s fees, communications to Participants, nondiscrimination testing, qualified domestic relations order administration, enrollment fees, required minimum distribution fees, auditors’ fees, consulting and legal fees and other similar administrative expenses. Any remaining Forfeitures during a month will be used to reduce the Company’s obligation to make employer contributions in that month or succeeding months. Any remaining Forfeitures during a month will be used to pay fees associated with Participant communications to Participants involved in an acquisition or divestiture and Participant Account adjustments, as determined by the Committee or its delegate. While awaiting allocation, until such time as the Company applies Forfeitures to the purposes described above, they will be invested in a default fund selected by the Company. -35- 86477113v.36 ARTICLE V Timing of Distributions to Participants 5.1 Separation from Service Upon his or her separation from service with the Company and all Affiliates for any reason, a Participant will be entitled to receive the vested portion of his or her Account Balance, determined in accordance with the provisions of Article IV and the valuation rules established for each Investment Fund. The date as of which the Participant’s Account Balance is determined will be the Valuation Date preceding the date of distribution. 5.2 Start of Benefit Payments 5.2.1 Except as provided in Sections 5.2.2 and 5.2.3, unless a Participant otherwise elects, payment of benefits will begin no later than the 60th day after the close of the Plan Year in which the latest of the following events occurs: (a) the Participant’s 65th birthday; (b) the 10th anniversary of the year in which the Participant commenced participation; and (c) the Participant’s separation from service. If the amount of benefits payable to or in respect of a Participant cannot be determined by the benefit commencement date described in the preceding sentence, or if the Administrator cannot locate the Participant (or, if the Participant has died, his or her Beneficiary) after making a reasonable effort to do so, benefit payments will begin no later than 60 days after the amount of the Participant’s benefits can first be determined or the Participant (or his or her Beneficiary) is located, in the amount necessary to bring the payments up to date, as if they had begun on the benefit commencement date described in the preceding sentence. 5.2.2 The Participant’s Account Balance will be distributed as soon as practicable after the Participant elects a distribution following the Participant’s separation from service. Pursuant to Section 6.1, upon severance from employment, a Participant may elect to defer distribution of the Participant’s Account Balance until a date that is no later than the Participant’s Required Beginning Date only if such Account Balance exceeds $5,000. A Participant will be deemed to have elected to defer payment of benefits from the Plan until the date the Participant requests a distribution from the Plan in a manner consistent with the uniform and nondiscriminatory rules established by the Administrator. 5.2.3 Notwithstanding any other provision of this Plan, a Participant must begin to receive his or her benefit no later than his or her Required Beginning Date. The amount to be distributed each year will be the minimum amount required to satisfy Code Section 401(a)(9) and the regulations promulgated thereunder, determined with no recalculation of life expectancy. The Required Beginning Date of a Participant is April 1 of the calendar year following the later of the calendar year in which the Participant reaches age 72 (age 70½ if the Participant was born before


 
-36- 86477113v.36 July 1, 1949) or, retires. Notwithstanding any other provision of this Section 5.2.3, if a Participant is a five percent owner (as defined in Code Section 416) for the Plan Year ending in the calendar year in which he or she reaches age 72 (age 70½ if the Participant was born before July 1, 1949), his or her Required Beginning Date is April 1 of the following calendar year. 5.2.4 Notwithstanding any other provision of this Plan, all Plan distributions will comply with Code Section 401(a)(9), including Department of Treasury Regulation Section 1.401(a)(9)-2 through 1.401(a)(9)-9, as promulgated under Final and Temporary Regulations published in the Federal Register on April 17, 2002 (the ‘401(a)(9) Regulations’), with respect to minimum distributions under Code Section 401(a)(9). In addition, the benefit payments distributed to any Participant will satisfy the incidental death benefit provisions under Code Section 401(a)(9)(G) and Department of Treasury Regulation Section 1.401(a)(9)-5(d), as promulgated in the 401(a)(9) Regulations. 5.2.5 If the Participant dies after beginning distribution of his or her Account Balance, the remainder of the Account Balance will be payable in accordance with Section 7.1. Notwithstanding the foregoing, the Participant’s Account Balance must continue to be distributed at least as rapidly as under the method of distribution in effect before the Participant died. 5.2.6 If the Participant dies before beginning distribution of his or her Account Balance, the Participant’s Account Balance will be distributed as provided under Section 7.1, but distribution must be completed within five years after the Participant dies. Notwithstanding the foregoing, the Participant’s Beneficiary may receive the Account Balance over his or her life or over a period not extending beyond his or her life expectancy, so long as distribution begins within one year after the Participant dies, or, if the Beneficiary is the Participant’s Surviving Spouse, by the date the Participant would have reached age 72 (age 70½ if the Participant was born before July 1, 1949). Furthermore, if the Participant’s Surviving Spouse is the Beneficiary and dies before distribution begins, the next Beneficiary to take may receive benefits over his or her life or a period not exceeding his or her life expectancy, so long as distribution begins by the date the Surviving Spouse would have reached age 72 (age 70½ if the Participant was born before July 1, 1949). 5.2.7 Notwithstanding the provisions of Section 5.2 to the contrary, in accordance with Section 2203 of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, the requirement for minimum distributions under this Section 5.2 is waived for calendar year 2020, provided however, that a Participant or Beneficiary who otherwise would have received a minimum distribution in 2020 may request that such distribution occur. A Participant or Beneficiary who receives a payment with respect to 2020 that otherwise would have qualified as a required minimum distribution, including payments having a Required Beginning Date of April 1, 2020 (prior to implementation of this section (5.2.7)), may be permitted to roll such distribution over to an eligible retirement plan as described in Section 6.5. Monthly distributions in pay status may be suspended under this paragraph at the request of the Participant or Beneficiary receiving such payments. Notwithstanding anything herein to the contrary, this section 5.2.7 is intended to and will be administered to comply with Section 2203 of the CARES Act, IRS Notice 2020-50 and any future guidance, rules or regulations issued by the IRS. -37- 86477113v.36 5.3 Distribution of Amounts held in a Participant’s Company Safe Harbor Nonelective Contribution Account, Pre-Tax Contribution Account and Roth Elective Contribution Account. Notwithstanding any Plan provisions to the contrary, amounts held in a Participant’s Company Safe Harbor Nonelective Contribution Account, Pre-Tax Contribution Account and Roth Elective Contribution Account are not distributable earlier than upon: (1) the Participant’s severance from employment. Notwithstanding anything herein to the contrary, a severance from employment shall not occur when an individual changes status from an Eligible Employee to a Leased Employee; (2) the Participant’s death; (3) the Participant’s Disability; (4) the Participant’s attainment of age 59 and 1/2; (5) with respect to a Participant’s Pre-Tax Contribution Account and Roth Elective Contribution Account only, the proven financial hardship of the Participant as described in Section 6.3.3; or (6) the termination of the Plan without the “employer” maintaining an “alternative defined contribution plan” at any time during the period beginning on the date of plan termination and ending 12 months after all assets have been distributed from the Plan. Such a distribution must be made in a “lump sum.” For purposes of this Section, the terms “employer,” “alternative defined contribution plan,” and “lump sum” are as defined under Treasury Regulation Section 1.401(k)-1(d)(4). ARTICLE V-A Required Minimum Distributions 5-A.1 General Rules. 5-A.1.1. Precedence. The requirements of this Article 5-A will take precedence over any inconsistent provisions of the Plan. 5-A.1.2. Requirements of Treasury Regulations Incorporated. All distributions required under this Article 5-A will be determined and made in accordance with the Treasury regulations under Section 401(a)(9) of the Code. 5-A.2 Time and Manner of Distribution. 5-A.2.1. Required Beginning Date. The Participant’s entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s required beginning date. -38- 86477113v.36 5-A.2.2. Death of Participant Before Distribution Begin. If the Participant dies before distributions begin, the Participant’s entire interest will be distributed, or begin to be distributed, no later than as follows: (a) If the Participant’s Surviving Spouse is the Participant’s sole designated Beneficiary, then distributions to the Surviving Spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 72 (age 70½ if the Participant was born before July 1, 1949), if later. (b) If the Participant’s Surviving Spouse is not the Participant’s sole designated Beneficiary, then distributions to the designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died. (c) If there is no designated Beneficiary as of September 30 of the year following the year of the Participant’s death, the Participant’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death. (d) If the Participant’s Surviving Spouse is the Participant’s sole designated Beneficiary and the Surviving Spouse dies after the Participant but before distributions to the Surviving Spouse begin, this Section 5-A.2.2, other than section 5-A.2.2(a), will apply as if the Surviving Spouse were the Participant. For purposes of this Section 5-A.2.2 and Section 5-A.4, unless Section 5-A.2.2(d) applies, distributions are considered to begin on the Participant’s Required Beginning Date. If Section 5-A.2.2(d) applies, distributions are considered to begin on the date distributions are required to begin to the Surviving Spouse under Section 5-A.2.2(a). If distributions under an annuity purchased from an insurance company irrevocably commence to the Participant before the Participant’s Required Beginning Date (or to the Participant’s Surviving Spouse before the date distributions are required to begin to the Surviving Spouse under Section 5- A.2.2(a)), the date distributions are considered to begin is the date distributions actually commence. 5-A.2.3. Forms of Distribution. Unless the Participant’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the Required Beginning Date, as of the first distribution calendar year distributions will be made in accordance with Sections 5-A.3 and 5-A.4. If the Participant’s interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Section 401(a)(9) of the Code of the Treasury regulations. -39- 86477113v.36 5-A.3 Required Minimum Distributions During Participant’s Lifetime. 5-A.3.1. Amount of Required Minimum Distribution For Each Distribution Calendar Year. During the Participant’s lifetime, the minimum amount that will be distributed for each distribution calendar year is the lesser of: (a) the quotient obtained by dividing the Participant’s account balance by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)- 9 of the Treasury regulations using the Participant’s age as of the Participant’s birthday in the distribution calendar year; or (e) if the Participant’s sole designated Beneficiary for the distribution calendar year is the Participant’s Spouse, the quotient obtained by dividing the Participant’s account balance by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Participant’s and Spouse’s attained ages as of the Participant’s and Spouse’s birthdays in the distribution calendar year. 5-A.3.2. Lifetime Required Minimum Distributions Continue Through Year of Participant’s Death. Required minimum distributions will be determined under this Section 5-A.3 beginning with the first distribution calendar year and up to and including the distribution calendar year that includes the Participant’s date of death. 5-A.4 Required Minimum Distributions After Participant’s Death. 5-A.4.1. Death On or After Date Distributions Begin. (a) Participant Survived by Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the longer of the remaining life expectancy of the Participant or the remaining life expectancy of the Participant’s designated Beneficiary, determined as follows: (1) The Participant’s remaining life expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year. (2) If the Participant’s Surviving Spouse is the Participant’s sole designated Beneficiary, the remaining life expectancy of the Surviving Spouse is calculated for each distribution calendar year after the year of the Participant’s death using the Surviving Spouse’s age as of the Spouse’s birthday in that year. For distribution calendar years after the year of the Surviving Spouse’s death, the remaining life expectancy of the surviving Spouse is calculated using the age of the Surviving Spouse as of the Spouse’s birthday in the calendar year of the Spouse’s death, reduced by one for each subsequent calendar year.


 
-40- 86477113v.36 (3) If the Participant’s Surviving Spouse is not the Participant’s sole designated Beneficiary, the designated Beneficiary’s remaining life expectancy is calculated using the age of the Beneficiary in the year following the year of the Participant’s death, reducing by one for each subsequent year. (f) No Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is no designated Beneficiary as of September 30 of the year after the year of the Participant’s death, the minimum amount that will be distributed for each distribution calendar year after the of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the Participant’s remaining life expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year. 5-A.4.2. Death Before Date Distributions Begin. (a) Participant Survived by Designated Beneficiary. If the Participant dies before the date distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the remaining life expectancy of the Participant’s designated Beneficiary, determined as provided in Section 5-A.4.1. (g) No Designated Beneficiary. If the Participant dies before the date distributions begin and there is no designated Beneficiary as of September 30 of the year following the year of the Participant’s death, distribution of the Participant’s entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death. (h) Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin. If the Participant dies before the date distributions begin, the Participant’s Surviving Spouse is the Participant’s sole designated Beneficiary, and the Surviving Spouse dies before distributions are required to begin to the Surviving Spouse under Section 5-A.2.2.(a), this Section 5-A.4.2 will apply as if the Surviving Spouse were the Participant. 5-A.5 Definitions. 5-A.5.1. Designated Beneficiary. The individual who is designated as the Beneficiary under the Plan and is the designated Beneficiary under Section 401(a)(9) of the Code and Section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations. 5-A.5.2. Distribution Calendar Year. A calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participant’s Required Beginning Date. For distributions beginning after the Participant’s death, the first distribution calendar year is the calendar year in which distributions are required to begin under Section 5-A.2.2. The required minimum distribution for the Participant’s first distribution calendar year will be made on or before the Participant’s Required Beginning Date. The required -41- 86477113v.36 minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Participant’s Required Beginning Date occurs, will be made on or before December 31 of that distribution calendar year. 5-A.5.3. Life Expectancy. Life expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury regulations. 5-A.5.4. Participant’s Account Balance. The account balance as of the last valuation date in the calendar year immediately preceding the distribution calendar year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the account balance as of the dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. The account balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year. 5-A.5.5. Required Beginning Date. The date specified in Section 5.2.3 of the Plan. ARTICLE VI Form of Benefit, In-Service Withdrawals and Loans 6.1 Cashout of Small Amounts A Participant’s Account Balance shall be determined without regard to that portion of the Participant’s Account that is attributable to a rollover contribution, and the earnings allocable thereto, within the meaning of Sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16) of the Code. If the Participant’s Account Balance, as so determined, is $5,000 or less, the Plan may distribute the Participant’s entire vested Account without the Participant’s consent or the consent of his or her Spouse. Provided, however, in the event such a mandatory distribution exceeds $1,000, determined taking into account, however, all prior rollovers from the other plans on behalf of the Participant, if the Participant does not elect to have such distribution paid directly to an eligible retirement plan specified by a Participant in a direct rollover or to receive a distribution paid directly to the Participant, then the Plan Administrator will cause the distribution to be paid in a direct rollover to an individual retirement plan designated by the Plan Administrator. If such mandatory distribution amount does not exceed $1,000, the Account Balance will be paid in one lump sum to the Participant as soon as practicable after the Participant’s separation from service, without his or her consent or the consent of his or her Spouse. For purposes of this Section 6.1 and the determination of whether a Participant’s Account Balance is greater than $1,000, the Participant’s Roth Elective Contribution Account and the Participant’s other accounts comprising the remainder of the Participant’s Account Balance shall be treated as accounts held under two separate plans (within the meaning of Section 414(l) of the Code). 6.2 Medium of Distribution A Participant’s Account Balance will be distributed by check to the Participant or Beneficiary entitled to it (or to his or her designated agent). Alternatively, as to any amount invested in the Company Stock Fund and the FMC Stock Fund at the time of distribution, the -42- 86477113v.36 Participant or, where applicable, his or her Beneficiary, may request a certificate representing the whole shares of Company Stock and/or FMC Stock held for him or her, and a check representing any fractional share. The Administrator will establish uniform and nondiscriminatory rules governing the timing, content and manner of elections under this Section 6.2. 6.3 Forms of Benefit 6.3.1 A Participant or Beneficiary may elect to have his or her Account Balance distributed in any of the forms described below. (a) Lump Sum: This form of benefit pays the entire Account Balance in one payment. (b) Installments for a Fixed Period: The Participant or Beneficiary may elect to receive annual, quarterly or monthly installments over a fixed period of 20 years or less. 6.3.2 If the Participant chooses to receive installments, the size of each installment will be calculated by dividing the Account Balance determined as of the date described in Section 5.1 by the total number of installments remaining to be paid. 6.3.3 The Administrator will establish uniform and nondiscriminatory rules governing the timing, content and manner of elections under this Section 6.3. 6.4 Change in Form, Timing or Medium of Benefit Payment Any former Employee, former employee of FMCTI, or former employee of FMC who is a Participant and who has chosen to defer payment of his or her Account Balance may request a change in the form, timing or medium in which his or her Account Balance will be paid, so long as the revised election conforms to Section 6.3. Once benefit payments have begun, no Participant may change the form, timing or medium of payment of his or her Account Balance. 6.5 Direct Rollover of Eligible Rollover Distributions 6.5.1 Notwithstanding any provision of the Plan, a Distributee may elect, at the time and in the manner prescribed below, to have any portion of an Eligible Rollover Distribution paid in a Direct Rollover to an Eligible Retirement Plan specified by the Distributee. 6.5.2 At least 30, but no more than 90, days before the Annuity Starting Date, the Administrator will furnish the Participant with a notice containing information regarding his or her right to take distribution directly or to elect a Direct Rollover, and some of the federal tax consequences of the alternative types of distribution. The notice must meet the requirements of Code Section 402(f). The Administrator will give the Participant an election period of at least 30 days to decide whether to elect a Direct Rollover. Notwithstanding the foregoing, the election period may end immediately after the Participant makes an affirmative election as to whether to receive the distribution directly or in the form of a Direct Rollover, so long as the Participant is properly informed of his or her right to a full 30-day election period, and waives the remainder of the election period. -43- 86477113v.36 6.5.3 Notwithstanding any provision herein to the contrary, with respect to any portion of a distribution from the Plan of a deceased Employee, an individual who is the designated Beneficiary (as defined by Code Section 401(a)(9)(E)) of the Employee and who is not the Surviving Spouse of the Employee shall be permitted to make a direct trustee-to-trustee transfer of the distribution to an individual retirement plan described in Code Section 402(c)(8)(B)(i) or (ii) established for the purposes of receiving the distribution on behalf of such designated Beneficiary. In such event, the transfer shall be treated as an Eligible Rollover Distribution, the individual retirement plan shall be treated as an inherited individual retirement account or individual retirement annuity (within the meaning of Code Section 408(d)(3)(C)) and Code Section 401(a)(9)(B) (other than clause (iv) thereof) shall apply to such individual retirement plan. 6.6 In-service and Hardship Withdrawals 6.6.1 An active Participant who has reached age 59½ may elect to withdraw all or any part of his or her Account. The Administrator will establish uniform and nondiscriminatory procedures for requesting, granting and processing in-service withdrawals under this Section 6.6.1, which may include telephonic or electronic procedures, as and to the extent permitted by applicable law or regulation. 6.6.2 An active Participant who has not reached age 59½ may make a withdrawal of the following portions of the Participant’s Account Balance in the order listed below: (a) all or part of the After-Tax Contributions he or she made to the FMC Plans after March 31, 1986 and before January 1, 1987; (b) all earnings or appreciation attributable to After-Tax Contributions he or she made to the FMC Plans after March 31, 1986 and before January 1, 1987; (c) all or part of the After-Tax Contributions he or she made to the FMC Plans, the FMCTI Plan, or to the Plan after December 31, 1986; (d) all or part of his or her After-Tax Contributions made to the FMC Plans before April 1, 1982, or, if less, the amount in the Participant’s After-Tax Contribution Account allocable to those contributions; (e) any amount remaining in the Participant’s After-Tax Contribution Account that is allocable to After-Tax Contributions made to the FMC Plans before April 1982; (f) all earnings or appreciation attributable to the After-Tax Contributions he or she made to the FMC Plans, the FMCTI Plan, or to the Plan after December 31, 1986; (g) all the vested value of his or her Contingent Account; and (h) all of the current value of vested Company Contributions and FMC contributions made as to After-Tax Contributions he or she made to the Plan, the FMCTI Plan, or FMC Plans after December 31, 1986 and before January 1, 2011.


 
-44- 86477113v.36 The Administrator will establish uniform and nondiscriminatory procedures for requesting, granting and processing in-service withdrawals under this Section 6.6.2, which may include electronic or telephonic procedures, as and to the extent permitted by applicable law or regulation. 6.6.3 An active Participant may make a hardship withdrawal from his or her Pre- Tax Contribution Account or Roth Elective Contribution Account if he or she demonstrates to the Administrator that the withdrawal is necessary to satisfy the Participant’s immediate and heavy financial need. A hardship withdrawal cannot exceed 100% of such Participant’s Pre-Tax Contribution Account or Roth Elective Contribution Account (including adjustment for any income credited to such Participant’s Pre-Tax Contribution Account or Roth Elective Contribution Account) at the date of the withdrawal. In addition, the minimum hardship withdrawal permitted is $500, or, if less, the total amount of a Participant’s Pre-Tax Contribution Account or Roth Elective Contribution Account (including adjustment for any income credited to such Participant’s Pre-Tax Contribution Account or Roth Elective Contribution Account) at the date of the withdrawal. (a) A distribution is on account of an immediate and heavy financial need if it is for: (1) Expenses for (or necessary to obtain) medical care that would be deductible under Code Section 213(d) (determined without regard to whether the expenses exceed 7.5% of adjusted gross income); (2) Costs directly related to the purchase of a principal residence for the Participant (excluding mortgage payments); (3) Payment of tuition, related educational fees and room and board expenses for up to the next 12 months of post-secondary education for the Participant, the Participant’s Spouse, children or dependents (as defined in Code Section 152, determined without regard to Code Sections 152(b)(1), 152(b)(2) and 152(d)(1)(B)); (4) Payments necessary to prevent the Participant’s eviction from his or her principal residence, or foreclosure on the mortgage on the Participant’s principal residence; (5) Payments for burial or funeral expenses for the Participant’s deceased parent, Spouse, children or dependents (as defined in Code Section 152, determined without regard to Code Section 152(d)(1)(B)); (6) Expenses for the repair of damage to the Participant’s principal residence that would qualify for the casualty loss deduction under Code Section 165 (determined without regard to Code Section 165(h)(5) and whether the loss exceeds 10% of adjusted gross income); (7) Payment of expenses and losses (including loss of income) incurred on account of a disaster declared by the Federal Emergency Management Agency (“FEMA”) under the Robert T. Stafford Disaster Relief and Emergency Assistance Act, Public Law 100-707, provided that the -45- 86477113v.36 Participant’s principal residence or principal place of employment at the time of the disaster was located in an area designated by FEMA for individual assistance with respect to the disaster. (b) In the event that the Administrator determines that a Participant has an immediate and heavy financial need in accordance with Section 6.6.3(a), a hardship withdrawal may be made from the Plan only if the amount of such distribution is considered as necessary to satisfy such immediate and heavy financial need of the Participant pursuant to the following standards: (1) The distribution is not in excess of the amount of the immediate and heavy financial need (including amounts necessary to pay any federal, state or local income taxes or penalties reasonably anticipated to result from the distribution), (2) The Participant makes a representation in writing (including by using an electronic medium) or such other form as may be prescribed by the Commissioner of the Internal Revenue Service that the Participant has insufficient cash or other liquid assets reasonably available to satisfy the need and the Employer does not have actual knowledge that is contrary to that representation; and (3) The Participant has obtained all other currently available distributions (including distribution of ESOP dividends under Code Section 404(k) but excluding hardship distributions and loans) under the Plan and all other plans of deferred compensation, whether qualified or nonqualified, maintained by the Participating Employer or any other employer. 6.6.4 The Administrator will establish uniform and nondiscriminatory procedures for requesting, granting and processing hardship withdrawals. 6.6.5 Notwithstanding any provision of the Plan to the contrary, effective as of the dates prescribed below, a Participant who is a Qualified Individual (as defined below) may access amounts in his or her Accounts through a coronavirus distribution (“CV Distribution”). This Section 6.6.5 is intended to be administered in accordance with, and subject to the limitations of, Sections 2202(a) and (b) of the CARES Act, IRS Notice 2020-50 and any future guidance, rules or regulations issued by the IRS. (a) Qualified Individual. A Participant will be a Qualified Individual eligible for the relief described in this Section 6.6.5 if the Participant certifies, in accordance with procedures established by the Administrator or its delegate, that he or she has experienced one of the following events: (i) the Participant is diagnosed with the SARS-CoV-2 virus or with coronavirus disease 2019 (COVID-19) by a test approved by the Centers for Disease Control and Prevention (including a test authorized under the Federal Food, Drug, and Cosmetic act); -46- 86477113v.36 (ii) the Participant’s Spouse or dependent is diagnosed with such virus or disease; or (iii) the Participant experiences adverse financial consequences stemming from the virus or disease as a result of the closing or reduction of hours of a business owned or operated by the Participant or beneficiary, the Participant’s or Beneficiary’s Spouse or a member of the Participant’s household (i) being quarantined, furloughed, laid off, having reduced work hours, (ii) being unable to work due to lack of child care, a reduction in pay or having a job offer rescinded or start date for a job delayed. (b) A Participant who is a Qualified Individual may, for the period beginning April 6, 2020, and ending December 31, 2020 (or such other end date as specified in guidance issued by the IRS), take a CV Distribution from the vested portion of his or her Accounts (with such sources in the Participant’s Account being depleted in the same order as Hardship Withdrawals under Section 6.6.3). A Participant may take as many CV Distributions as he or she chooses under the Plan; however, the aggregate amount of a Participant’s CV Distributions under the Plan and any other eligible retirement plan under which the Participant participates may not exceed $100,000, as certified by the Participant. (c) A CV Distribution will not be subject to the 10% early distribution penalty under Code Section 72(t) or 20% mandatory income tax withholding. In addition, a Participant who takes a CV Distribution may elect to repay all or a portion of such distribution to the Plan within three (3) years of the CV Distribution (and those repayments will not be subject to the IRS contribution limits). The Plan will accept a re-contribution of a CV Distribution provided that such re-contribution is eligible for direct rollover treatment under Section 2202(a)(3) of the CARES Act, and such re-contribution is made in accordance with IRS Notice 2020-50 or any subsequent guidance issued by the IRS. The Plan also may accept re-contribution of CV Distributions received by a Participant from an eligible retirement plan, as defined in Section 2202(a)(4)(C) of the CARES Act, other than the Plan, in accordance with procedures and limitations established by the Plan Administrator. 6.7 Loans 6.7.1 An active Participant may submit an application to the Administrator to borrow from his or her Account (on such uniform and nondiscriminatory terms and conditions as the Administrator shall prescribe) an amount, when added to the amount of any then outstanding loan, does not exceed the lesser of: (a) $50,000, reduced by the excess (if any) of the Participant’s highest outstanding Plan loan balance during the one-year period ending on the day before the loan is made over the Participant’s outstanding Plan loan balance on the day the loan is made; and -47- 86477113v.36 (b) 50% of the Participant’s Account as of the Valuation Date coincident with or immediately preceding the date the Administrator receives the application. In calculating the Participant’s loan limit, all loans from qualified plans of the Company and all Affiliates will be aggregated. 6.7.2 Each loan granted under the Plan will meet the following requirements: (a) it must be evidenced by a negotiable promissory note; (b) the rate of interest payable on the unpaid balance of the loan will be reasonable; (c) the amount of the loan must be at least $1,000; (d) the loan, by its terms, must require repayment within five years; (e) the loan will be secured by the Participant’s interest in the Account Balance of his or her Account, but not to exceed 50% of such Account; and (f) the loan must be repaid through payroll deduction, or, if the loan has been outstanding for at least three months, the Participant may make one payment by check or money order of the full amount of principal and interest then outstanding. 6.7.3 If a Participant is granted a loan, a “Loan Account” will be established for the Participant. All Loan Accounts will be held by the Funding Agent, as part of the Trust Fund. The loan amount will be transferred from a Participant’s other Accounts according to uniform and nondiscriminatory ordering rules adopted by the Administrator, and will be disbursed from the Loan Account. Principal and interest payments of a loan will be credited initially to the Loan Account of the Participant, and will be transferred as soon as reasonably practicable thereafter to the other Accounts of the Participant according to uniform and nondiscriminatory ordering rules adopted by the Administrator. All fees and expenses incurred in connection with a loan obligation of a Participant will be borne solely by the Participant’s Account. 6.7.4 Loan repayments will be made through payroll withholding during a Participant’s employment. Each Participant who requests a loan consents to such payroll withholding for repayment of the loan. Upon termination of employment, a Participant may elect to continue to repay the loan under such uniform and nondiscriminatory rules as the Administrator has established. The Administrator will cease payroll reduction for loan repayments as soon as reasonably practicable after receipt of a court order to do so in the event of a Participant’s bankruptcy, and the loan will immediately be deemed to be in default. Any fees and expenses incurred in connection with a loan and loss caused by nonpayment or other default on a loan obligations will be borne solely by the Loan Account of the Participant. A default will constitute a taxable event to the Participant, necessitating certain reporting obligations on the Administrator’s part, and the note evidencing a loan in default will be executed upon and processed in accordance with the uniform and nondiscriminatory rules adopted by the Administrator. A Participant’s loan repayments will, at his or her request, be suspended during the time he or she is absent as a result of qualifying military service (as determined under USERRA), as permitted under Code Section 414(u)(4).


 
-48- 86477113v.36 6.7.5 A Participant may not have more than two loans outstanding at any given time. 6.7.6 Upon termination of employment, a Participant who has an outstanding loan under the Plan must repay his or her loan in a lump sum or the loan will be in default. Notwithstanding the above, the Committee (or its delegate) may, in its sole discretion, allow terminated Participants to continue to repay loans under such uniform and nondiscriminatory rules as the Committee (or its delegate) determines. 6.7.7 Roth Elective Contributions. A Participant’s Roth Elective Contributions, including earnings on such Contributions, shall not be available to be borrowed. 6.7.8 CV Loans and Suspension of Loan Repayments. (a) For a Qualified Individual (as defined in Section 6.6.5(a)), for loans taken from March 27, 2020, until December 31, 2020 (or such other end date as specified in future guidance issued by the Internal Revenue Service), the maximum loan amount under Section 6.7.1 is increased to the lesser of (1) $100,000 reduced by the excess (if any) of the highest outstanding balance of loans during the one year period ending on the day before the loan is made over the outstanding balance of loans from the Plan on the date the loan is made, or (2) 100% of the Participant's Account under the Plan. (b) A Qualified Individual may suspend loan repayments due between March 27, 2020, through December 31, 2020, on any existing loan until January 1, 2021. A Qualified Individual who takes a new loan during this period will have repayments due on such loan automatically suspended until January 1, 2021. When loan payments recommence as of January 1, 2021, the loan repayment schedule will be re-amortized to reflect the suspended payments, adjusted for interest, and the term of the loan will be extended for up to one year, notwithstanding anything in this Article VI to the contrary. ARTICLE VII Death Benefit 7.1 Payment of Account Balance 7.1.1 Subject to the provisions of Section 5.2, if a Participant dies before payment of his or her Account Balance has begun, his or her Account Balance will be paid to the Participant’s Beneficiary in the form of benefit chosen by the Beneficiary under Sections 6.2 and 6.3. The Beneficiary of a Participant who is married on the date of his or her death will be the Participant’s Surviving Spouse, unless the Participant has designated another Beneficiary and the Surviving Spouse consented to the designation, both as provided in Section 7.3. -49- 86477113v.36 7.2 Failure to Name a Beneficiary If a Participant fails to name a Beneficiary and dies before payment of his or her Account Balance begins, or if no designated Beneficiary survives the Participant, the Administrator will pay any amounts due after the Participant’s death to the Participant’s Surviving Spouse or, if there is no Surviving Spouse, to the Participant’s surviving children, in equal shares. If the Participant leaves behind no Surviving Spouse or children, the Administrator will pay any amounts then due to the Participant’s estate. Notwithstanding the preceding, if a Participant fails to name a Beneficiary and dies before payment of his or her Account Balance begins, or if no designated Beneficiary survives the Participant, the Administrator will pay any amounts due after the Participant’s death to the Participant’s Surviving Spouse or, if there is no Surviving Spouse, to the Participant’s estate. 7.3 Waiver of Spousal Beneficiary Rights 7.3.1 A Participant may designate someone other than his or her Surviving Spouse as his or her primary Beneficiary only if the designation or election meets the requirements of this Section 7.3 outlined below. 7.3.2 The Administrator will provide each Participant with a written explanation of: (a) the right of the Participant to name someone other than his or her Surviving Spouse as a Beneficiary; (b) the right of the Participant’s Spouse to be named as the primary Beneficiary for all of the Participant’s Account Balance and the effect of waiving that right; and (c) the Participant’s right to revoke a previous designation of someone other than the Surviving Spouse as a Beneficiary, and the effect of such a revocation. 7.3.3 A designation of someone other than the Surviving Spouse as a primary Beneficiary will be effective only if it is made in writing and consented to by the Participant’s Spouse, with the Spouse’s consent witnessed by a notary public or the Administrator. Any subsequent change of Beneficiary to an individual who is not the Participant’s Surviving Spouse must also be in writing and consented to by the Participant’s Spouse, with the Spouse’s consent witnessed by a notary public or the Administrator. Spousal consent is not necessary if the Participant establishes to the satisfaction of a Plan representative that the Participant does not have a Spouse, or that the Participant’s Spouse cannot be located. Spousal consent is also unnecessary if the Participant produces a court order to the effect that the Participant is legally separated from his or her Spouse or has been abandoned by the Spouse, within the meaning of the law of the Participant’s state of residence, unless a qualified domestic relations order requires otherwise. If the Participant’s Spouse is legally incompetent to give consent, the Spouse’s legal guardian may give the Spouse’s consent, even if the legal guardian is the Participant. A Spouse’s consent will be valid only as to that Spouse, and an election deemed effective without the Spouse’s consent will be valid only as to the Spouse designated as to that election. A Participant may revoke a prior designation of someone other than the Surviving Spouse as a primary Beneficiary without the consent of his or her Spouse, and may revoke such a designation an unlimited number of times. -50- 86477113v.36 7.3.4 A Participant’s former Spouse will be treated as the Spouse or Surviving Spouse only to the extent provided under a qualified domestic relations order as described in Code Section 414(p). ARTICLE VIII Special Forms of Benefit and Death Benefit Terms for Certain Participants Prior to 2002 8.1 Applicability For periods prior to January 1, 2002, the provisions of this Article VIII apply, instead of Sections 6.3, 6.4, 7.1, 7.2 and 7.3, to the entire Account Balance of each Participant who was: (a) a participant in the FMC Corporation Savings and Investment 401(k) Plan for Bargaining Unit Employees (“FMC Unmatched Plan”) immediately before his or her collective bargaining unit became covered under the FMC Corporation Savings and Investment (“FMC Matched Plan”) Plan, and whose account balance in the FMC Unmatched Plan was transferred to the FMC Matched Plan; or (b) transferred to FMC as part of its acquisition from Stein, Inc. or Frigoscandia Equipment Holding AB. Sections 6.1, 6.2, 6.5, 6.6 and 6.7 continue to apply to the Account Balances of Participants described in the preceding sentence, but this Article VIII does not apply to any other Participant. 8.2 Forms of Benefit for Certain Transferred Participants 8.2.1 The normal form of benefit for a Participant to whom this Article VIII applies is the 50% Joint and Survivor-Ten Year Certain Annuity with the Participant’s Spouse as the Beneficiary, if the Participant is married on the Annuity Starting Date. If the Participant is not married on the Annuity Starting Date, the normal form of benefit is the Life and Ten Year Certain Annuity. If the Participant fails to make an election under Section 8.4, his or her Account Balance will be paid in the normal form of benefit. A Participant covered by this Article VIII who is married on the Annuity Starting Date may elect a benefit other than the normal form of benefit only if his or her Spouse consents to the election within the time frame and in the manner required by Section 8.4. 8.2.2 Subject to Sections 8.2.1 and 8.4, and except as otherwise provided herein, a Participant covered by this Article VIII may elect to have his or her benefit under this Plan paid in the form of a lump sum distribution or a fixed dollar annuity purchased on his or her behalf. A Plan annuity is a fixed dollar annuity if it provides a stream of monthly payments that do not vary in amount. 8.2.3 If a Participant to whom this Article VIII applies elects to have a fixed dollar annuity purchased on his or her behalf, he or she may select any of forms of annuity described in this Section 8.2.3. (a) Life and Ten Year Certain Annuity: This form of annuity pays the Participant a fixed amount each month beginning with the month in which the Annuity Starting Date occurs and ending when the Participant dies. If the Participant dies before 120 monthly payments have been made, payments will continue to the Participant’s -51- 86477113v.36 Beneficiary until 120 monthly payments have been made to the Participant and Beneficiary under the annuity. (b) Joint and Survivor-Ten Year Certain Annuity: This form of annuity pays the Participant a fixed amount each month beginning with the month in which the Annuity Starting Date occurs and ending when the Participant dies. If the Participant’s Beneficiary survives the Participant, payments will continue to the Participant’s primary Beneficiary until the Beneficiary dies. If the Participant and Beneficiary both die before 120 monthly payments have been made to the Participant and Beneficiary under the annuity, payments will continue to the Participant’s contingent Beneficiary until 120 monthly payments in all have been made under the annuity. The monthly payment payable to the primary or contingent Beneficiary before 120 payments have been made under the annuity equals the monthly payment made during the Participant’s lifetime. The monthly payment payable to the primary Beneficiary after 120 payments have been made under the annuity equals 100% or 50% of the monthly payment made during the Participant’s lifetime, as specified in the Participant’s election. Both the primary and contingent Beneficiaries must be named at the time this annuity is elected. (c) Period Certain Annuity: This form of annuity pays the Participant a fixed amount each month beginning with the month in which the Annuity Starting Date occurs and ending when the specified number of monthly payments have been made to the Participant and, if he or she dies before receiving the specified number of payments, to the Participant’s Beneficiary. The Participant may specify 60, 120 or 180 monthly payments. The Participant specifies the number of monthly payments and names his or her Beneficiary at the time he or she elects the annuity. (d) Other: This form of payment includes any other alternative form of distribution, including installment distributions, provided for by the Funding Agent. Notwithstanding the foregoing, a Participant may not elect any form of distribution providing only for the payment of interest or income earned on his or her Accounts. 8.2.4 An annuity under this Plan must provide that payments will be made over a period no longer than the life of the Participant, the lives of the Participant and his or her Beneficiary, the Participant’s life expectancy or the life expectancy of the Participant and his or her Beneficiary. A Participant to whom this Article VIII applies may not elect any form of annuity providing monthly payments to a Beneficiary who is other than his or her Spouse, unless the amount distributed each year equals or exceeds the quotient obtained by dividing the Participant’s Account Balances by the divisor determined under Department of Treasury Regulation Section 1.401(a)(9)-2. Further, the amount of the monthly payment made to a Beneficiary cannot under any circumstances be larger than the amount of the monthly payment made to the Participant. 8.3 Change in Form, Timing or Medium of Benefit Payment for Certain Transferred Participants Any former Employee, former employee of FMCTI, or former employee of FMC who is a Participant to whom this Article VIII applies and who has chosen to defer payment of his or her


 
-52- 86477113v.36 Account Balance may request a change in the form, timing or medium in which his or her Account Balances will be paid, so long as the revised election conforms to Sections 8.2 through 8.4. Once payments have begun, no Participant may change the form, timing or medium of payment of his or her Account Balance. 8.4 Waiver of Normal Form of Benefit for Certain Transferred Participants 8.4.1 The Account Balance of a Participant to whom this Article VIII applies will be distributed in the normal form of benefit, regardless of what form of benefit the Participant chooses, unless the Participant makes an effective waiver under this Section 8.4 and, if the Participant is married on the Annuity Starting Date, unless the Participant’s Spouse consents to the Participant’s choice of another form of benefit in the manner described in this Section 8.4. No sooner than 30, and no more than 90, days before the Annuity Starting Date, the Administrator will provide the Participant with a written explanation of: (a) the terms and conditions of the normal form of benefit; (b) the Participant’s right to waive the normal form of benefit and the effect of waiving the normal form of benefit; (c) the right of the Participant’s Spouse to consent or withhold his or her consent to the Participant’s choice of another form of benefit; and (d) the Participant’s right to revoke a waiver of the normal form of benefit, and the effect of revoking the waiver. A Participant may revoke his or her waiver of the normal form of benefit at any time before the payment begins, without his or her Spouse’s consent. For purposes of the previous sentence, if the Participant’s Account Balance is to be paid in the form of an annuity, payment will be deemed to begin when the annuity has been purchased. 8.4.2 A Participant’s waiver of the normal form of benefit will be effective only if: (a) the Participant’s Spouse consents in writing to the waiver; (b) the waiver includes an election of a form of benefit that cannot be changed without the Spouse’s consent, or the Spouse’s consent specifically permits the Participant to make other elections of forms of benefit; (c) the Spouse’s consent acknowledges the effect of the waiver; and (d) the Spouse’s consent is witnessed by a notary public or the Administrator. Spousal consent to the Participant’s waiver of the normal form of benefit is not necessary if the Participant establishes to the satisfaction of a Plan representative that the Participant does not have a Spouse, or that the Participant’s Spouse cannot be located. Spousal consent is also unnecessary if the Participant produces a court order to the effect that the Participant is legally separated from -53- 86477113v.36 his or her Spouse or has been abandoned by the Spouse, within the meaning of the law of the Participant’s state of residence, unless a qualified domestic relations order requires otherwise. If the Participant’s Spouse is legally incompetent to give consent, the Spouse’s legal guardian may give the Spouse’s consent, even if the legal guardian is the Participant. A Spouse’s consent will be valid only as to that Spouse, and an election deemed effective without the Spouse’s consent will be valid only as to the Spouse designated as to that election. 8.4.3 Notwithstanding the foregoing, the first payment of the Participant’s Account Balance may be made as early as seven days after the Participant makes an affirmative election to receive his or her Account Balance in a particular form of payment, even if that means the Participant has fewer than 30 days to decide on a form of payment, if the Annuity Starting Date is after the date of the Participant’s affirmative election and, if the Participant is married on the Annuity Starting Date, the Participant’s Spouse consents to the form of payment in the manner required by Section 8.4.2. 8.4.4 If the Administrator believes that any Spouse might, under the law of any jurisdiction, have any interest in any benefit that might become payable to a Participant, the Administrator may, as a condition precedent to the Participant’s making any distribution or withdrawal election, require a written release or releases, or other documents that it believes are necessary, desirable, or appropriate to prevent or avoid any conflict or multiplicity of claims regarding payment of any Plan benefits. 8.5 Payment of Account Balances of Certain Transferred Participants Who Die Before Payment Begins 8.5.1 If a Participant to whom this Article VIII applies dies before payment of his or her Account Balance has begun, 50% of the Participant’s Account Balance will be paid to his or her Surviving Spouse in the form of a life annuity, and the remainder will be paid to his or her Surviving Spouse in the form of a lump sum within 90 days after the Administrator receives notice of the Participant’s death. If the Participant has no Surviving Spouse, the Participant’s Account Balance will be paid to his or her Beneficiary in the form of a lump sum within 90 days after the Administrator receives notice of the Participant’s death. 8.5.2 The Participant may choose a form of benefit other than the life annuity for the 50% of his or her Account Balance that will be paid to the Surviving Spouse, so long as the Participant’s election meets the requirements of Section 8.7 and his or her Spouse consents in the time and manner required by Section 8.7. The Participant may also designate a Beneficiary other than his or her Surviving Spouse as the primary Beneficiary to receive some or all of his or her Account Balance, so long as the Surviving Spouse consents to the designation in the time and manner required by Section 8.7. 8.5.3 Unless the Participant has chosen a form of benefit for his or her Beneficiary or Surviving Spouse, the Beneficiary or Surviving Spouse may choose to have any amounts payable to him or her paid in any of the forms of benefit described under Section 8.2 other than the Joint and Survivor-Ten Year Certain Annuity. Payments to a Surviving Spouse must begin no later than the April 1 following the year in which the Participant would have reached age 72 (age 70½ if the Participant was born before July 1, 1949), and payments to a Beneficiary who is not the -54- 86477113v.36 Surviving Spouse must begin no later than one year after the Participant’s death. Amounts payable to a Beneficiary or Surviving Spouse must be made within five years after the Participant’s death, or over a period not exceeding the life or life expectancy of the Surviving Spouse. A Participant’s Surviving Spouse who chooses to waive his or her right to receive 50% of the Participant’s Account Balances in the form of a life annuity must waive the right in the time and manner described in Section 8.7. 8.5.4 Notwithstanding Section 8.5.3 above, if at the time the Participant dies his or her Account Balance does not exceed $5,000 the Account will be distributed in the form of a single sum payment. In addition. if more than one Beneficiary is concurrently entitled to receive annuity payments, or if the monthly annuity payment to any Beneficiary would be less than $50 (or another amount established from time to time by the Administrator), the Administrator may choose to pay the value of the annuity in a single sum, so long as the single sum would not exceed the dollar limit of the previous sentence. Participant may change the form, timing or medium of payment of his or her Account Balance. 8.6 Failure to Name a Beneficiary for Certain Transferred Participants If a Participant to whom this Article VIII applies fails to name a Beneficiary and dies before payment of his or her Account Balance begins, or if no designated Beneficiary survives the Participant, the Administrator will pay any amounts due after the Participant’s death to the Participant’s Surviving Spouse or, if there is no Surviving Spouse, to the Participant’s surviving children in equal shares. If the Participant leaves behind no Surviving Spouse or surviving children, the Administrator will pay any amounts then due to the Participant’s estate. 8.7 Waiver of Preretirement Survivor Annuity for Certain Transferred Participants 8.7.1 A Participant to whom this Article VIII applies may designate someone other than his or her Surviving Spouse as a primary Beneficiary to receive any portion of his or her Account Balance payable after his or her death, or the Participant or his or her Surviving Spouse may choose a form of benefit other than the life annuity for the 50% of the Account Balances that will automatically be paid to the Surviving Spouse as a life annuity only if the designation or election meets the requirements of this Section 8.7 outlined below. 8.7.2 The Administrator will provide each Participant with a written explanation of: (a) the 50% preretirement life annuity payable to the Participant’s Surviving Spouse; (b) the Participant’s right to waive that annuity and the effect of such a waiver; (c) the right of the Participant’s Spouse to the 50% preretirement life annuity and the effect of waiving that right; and (d) the Participant’s right to revoke a previous waiver and the effect of such a revocation; -55- 86477113v.36 (e) the right of the Participant to name someone other than his or her Surviving Spouse as a Beneficiary; (f) the right of the Participant’s Spouse to be named as the primary Beneficiary for all of the Participant’s Account Balance and the effect of waiving that right; and (g) the Participant’s right to revoke a previous designation of someone other than the Surviving Spouse as a Beneficiary, and the effect of such a revocation. The Administrator will provide the above explanation to the Participant during the period that begins on the first day of the Plan Year in which the Participant reaches age 32 and ends on the last day of the Plan Year in which the Participant reaches age 34. If a Participant first becomes a Participant after the start of that period, the Administrator will provide the explanation no later than the end of the second Plan Year after the Participant first becomes a Participant. 8.7.3 A designation of someone other than the Surviving Spouse as a primary Beneficiary, or the election of a form of benefit other than the 50% preretirement life annuity will be effective only if it is made in writing and consented to by the Participant’s Spouse, with the Spouse’s consent witnessed by a notary public or the Administrator. Moreover, the election must be made during the period that begins on the first day of the Plan Year in which the Participant reaches age 35 (or, if earlier, the date the Participant separates from service) and ends on the date of the Participant’s death. Any subsequent change of Beneficiary to an individual who is not the Participant’s Surviving Spouse must also be in writing and consented to by the Participant’s Spouse, with the Spouse’s consent witnessed by a notary public or the Administrator. Spousal consent is not necessary if the Participant establishes to the satisfaction of a Plan representative that the Participant does not have a Spouse, or that the Participant’s Spouse cannot be located. Spousal consent is also unnecessary if the Participant produces a court order to the effect that the Participant is legally separated from his or her Spouse or has been abandoned by the Spouse, within the meaning of the law of the Participant’s state of residence, unless a qualified domestic relations order requires otherwise. If the Participant’s Spouse is legally incompetent to give consent, the Spouse’s legal guardian may give the Spouse’s consent, even if the legal guardian is the Participant. A Spouse’s consent will be valid only as to that Spouse, and an election deemed effective without the Spouse’s consent will be valid only as to the Spouse designated as to that election. A Participant may revoke a prior waiver of the 50% preretirement life annuity or a prior designation of someone other than the Surviving Spouse as a primary Beneficiary without the consent of his or her Spouse, and may revoke such a waiver or designation an unlimited number of times. 8.7.4 A Participant’s former Spouse will be treated as the Spouse or Surviving Spouse only to the extent provided under a qualified domestic relations order as described in Code Section 414(p).


 
-56- 86477113v.36 ARTICLE IX Fiduciaries 9.1 Named Fiduciaries 9.1.1 The Company is the Plan sponsor and a “named fiduciary,” as that term is defined in ERISA Section 402(a)(2), with respect to control over and management of the Plan’s assets only to the extent that it (a) appoints the members of the Committee which administers the Plan at the Administrator’s direction; (b) delegates its authorities and duties as “plan administrator” (as defined under ERISA) to the Committee; and (c) continually monitors the performance of the Committee. 9.1.2 The Company as Administrator, and the Committee, which administers the Plan at the Administrator’s direction, are “named Fiduciaries” of the Plan, as that term is defined in ERISA Section 402(a)(2), with authority to control and manage the operation and administration of the Plan. The Administrator is also the “administrator” and “plan administrator” of the Plan, as those terms are defined in ERISA Section 3(16)(A) and Code Section 414(g), respectively. 9.1.3 The Trustee is a “named fiduciary” of the Plan, as that term is defined in ERISA Section 402(a)(2), with authority to manage and control all Trust assets, except to the extent that authority is allocated under the Plan and Trust to the Administrator or is delegated to an Investment Manager, an insurance company, or the Plan Participants at the direction of the Administrator or the Committee. 9.1.4 The Company, Committee, Administrator and Trustee are the only named fiduciaries of the Plan. 9.2 Employment of Advisers A named fiduciary, and any fiduciary appointed by a named fiduciary, may employ one or more persons to render advice regarding any of the named fiduciary’s or fiduciary’s responsibilities under the Plan. 9.3 Multiple Fiduciary Capacities Any named fiduciary and any other fiduciary may serve in more than one fiduciary capacity with respect to the Plan. 9.4 Payment of Expenses All Plan expenses, including expenses of the Administrator, the Committee, the Trustee, any Investment Manager and any insurance company, will be paid by the Trust Fund, unless a Participating Employer elects to pay some or all of those expenses. All or a portion of the recordkeeping costs or charges imposed or incurred (if any) in maintaining the Plan will be charged on a per capita basis to the Account of each Participant. In addition, all charges imposed or incurred (if any) for an Investment Fund or a transfer between Investment Funds will be charged to the Account of the Participant directing that investment. In addition, all charges imposed or -57- 86477113v.36 incurred for a Participant loan will be charged to the Account of the Participant requesting the loan. 9.5 Indemnification To the extent not prohibited by state or federal law, each Participating Employer agrees to, and will indemnify and save harmless the Administrator, any past, present, additional or replacement member of the Committee, and any other Employee, officer or director of that Participating Employer, from all claims for liability, loss, damage (including payment of expenses to defend against any such claim) fees, fines, taxes, interest, penalties and expenses which result from any exercise or failure to exercise any responsibilities with respect to the Plan, other than willful misconduct or willful failure to act. ARTICLE X Plan Administration 10.1 Powers, Duties and Responsibilities of the Administrator and the Committee 10.1.1 The Administrator and the Committee shall serve as the named fiduciary and shall have full discretion and power to construe the Plan and to determine all questions of fact or interpretation that may arise under it. An interpretation of the Plan or determination of questions of fact regarding the Plan by the Administrator or Committee will be conclusively binding on all persons interested in the Plan. 10.1.2 The Administrator and the Committee have the power to promulgate such rules and procedures, to maintain or cause to be maintained such records and to issue such forms as they deem necessary or proper to administer the Plan. 10.1.3 Subject to the terms of the Plan, the Administrator and/or the Committee will determine the time and manner in which all elections authorized by the Plan must be made or revoked. 10.1.4 The Administrator and the Committee have all the rights, powers, duties and obligations granted or imposed upon them elsewhere in the Plan. 10.1.5 The Administrator and the Committee have the power to do all other acts in the judgment of the Administrator or Committee necessary or desirable for the proper and advantageous administration of the Plan. 10.1.6 The Administrator and the Committee will exercise all of their responsibilities in a uniform and nondiscriminatory manner. 10.1.7 The Administrator and the Committee may delegate their authority and duties to such persons as each may designate. 10.1.8 The Administrator and the Committee may authorize in writing any person to execute any document or documents on their behalf, and any interested person, upon receipt of -58- 86477113v.36 notice of such authorization directed to it, may thereafter accept and rely upon any document executed by such authorized person until the Administrator shall deliver to such interested person a written revocation of such authorization. 10.1.9 Any reference to the Administrator herein shall be deemed to include a reference to any duly appointed delegate. 10.1.10 Employees shall receive no compensation, directly or indirectly, from the Trust for their services rendered to or as the Administrator. 10.2 Investment Powers, Duties and Responsibilities of the Administrator and the Committee 10.2.1 The Administrator and the Committee have the power to make and deal with any investment of the Trust in any manner it deems advisable and which is consistent with the Plan. Notwithstanding the foregoing, the power to make and deal with Trust investments does not extend to any assets subject to the direction and control of Plan Participants as described in Section 10.3.2. 10.2.2 The Administrator and/or the Committee will establish and carry out a funding policy and method consistent with the objectives of the Plan and the requirements of ERISA. 10.2.3 The Administrator and the Committee have the power to direct that assets of the Trust be held in a trust or a master trust consisting of assets of plans maintained by a Participating Employer that are qualified under Code Section 401(a). 10.3 Investment of Accounts 10.3.1 The Administrator or, as delegated by the Administrator, the Committee, may establish such different Investment Funds as it from time to time determines to be necessary or advisable for the investment of Participants’ Accounts, including Investment Funds pursuant to which Accounts can be invested in “qualifying employer securities,” as defined in Part 4 of Title I of ERISA. Each Investment Fund will have the investment objective or objectives established by the Administrator or Committee. Except to the extent investment responsibility is expressly reserved in another person, the Administrator or the Committee, in its sole discretion, will determine what percentage of the Plan assets is to be invested in qualifying employer securities. The percentage designated by the Administrator can exceed ten percent of the Plan’s assets, up to a maximum of all of the Plan’s assets. 10.3.2 Except as provided in Section 10.3.3, the Administrator or, as delegated by the Administrator, the Committee may in its sole discretion permit Participants to determine the portion of their Accounts that will be invested in each Investment Fund. The frequency with which a Participant may change his or her investment election concerning future Pre-Tax Contributions or Roth Elective Contributions or his or her existing Account will be governed by uniform and nondiscriminatory rules established by the Administrator or the Committee. To the extent permitted under ERISA, the Plan is intended to comply with and be governed by Section 404(c) of ERISA. -59- 86477113v.36 10.3.3 Diversification of Employer Securities. If any portion of a Participant’s Account is invested in publicly-traded Company securities, the Participant may elect to direct the Plan to divest such portion of his or her account of any such securities, and to reinvest an equivalent amount in other investment options which satisfy the requirements of this Section 10.3.3. Other investment options for purposes of this Section 10.3.3 must include no less than three (3) investment options, other than Company securities, to which the Participant may redirect contributions invested in Company securities. Each such option must be diversified and have materially different risk and return characteristics. The Plan must permit divestment and reinvestment opportunities at least quarterly. Except as provided in applicable Treasury regulations, the Plan may not impose restrictions or conditions on the investment of Company securities which the Plan does not impose on the investment of other Plan assets, other than restrictions or conditions imposed by applicable securities laws or IRS guidance. 10.4 Valuation of Accounts A Participant’s Accounts will be revalued at fair market value on each Valuation Date. On each Valuation Date, the earnings and losses of the Trust will be allocated to each Participant’s Account in the ratio that his or her total Account Balance bears to all Account Balances. Notwithstanding the foregoing, if the Administrator or Committee establishes Investment Funds pursuant to Section 10.3, the earnings and losses of the particular Investment Funds will be allocated in the ratio that the portion of each Participant’s Account Balance invested in a particular Investment Fund bears to the total amount invested in that fund. If and to the extent the rules of any Investment Fund require a different method of valuation, those rules will be followed. 10.5 The Insurance Company The Administrator or the Committee may appoint one or more insurance companies as Funding Agents, and may purchase insurance contracts, annuity contracts or policies from one or more insurance companies with Plan assets. Neither the Administrator nor the Committee, nor any other Plan fiduciary will be liable for any act or omission of an insurance company with respect to any duties delegated to any insurance company. 10.6 Compensation Each person providing services to the Plan will be paid such reasonable compensation as is from time to time agreed upon between the Company and that service provider, and will have his, her or its expenses reimbursed. Notwithstanding the foregoing, no person who is an Employee will be paid any compensation for his or her services to the Plan. 10.7 Delegation of Responsibility The Administrator and the Committee may designate by written instrument one or more actuaries, accountants or consultants as fiduciaries to carry out, where appropriate, their administrative responsibilities, including their fiduciary duties. The Committee may from time to time allocate or delegate to any subcommittee, member of the Committee and others, not necessarily employees of the Company, any of its duties relative to compliance with ERISA, administration of the Plan and other related matters, including those involving the exercise of


 
-60- 86477113v.36 discretion. The Company’s duties and responsibilities under the Plan will be carried out by its directors, officers and employees, acting on behalf of and in the name of the Company in their capacities as directors, officers and employees, and not as individual fiduciaries. No director, officer or employee of the Company will be a fiduciary with respect to the Plan unless he or she is specifically so designated and expressly accepts such designation. 10.8 Committee Members The Committee will consist of at least three people, who need not be directors, and will be appointed by the Chief Executive Officer of the Company. Any Committee member may resign and the Chief Executive Officer may remove any Committee member, with or without cause, at any time. A majority of the members of the Committee will constitute a quorum for the transaction of business, and the act of a majority of the Committee members at a meeting at which a quorum is present will be an act of the Committee. The Committee can act by written consent signed by all of its members. Any member of the Committee who is an Employee cannot receive compensation for his or her services for the Committee. No Committee member will be entitled to act on or decide any matter relating solely to his or her status as a Participant. ARTICLE XI Appointment of Trustee The Committee or its authorized delegate will appoint the Trustee and either may remove it. The Trustee accepts its appointment by executing the trust agreement. A Trustee will be subject to direction by the Committee or its authorized delegate or, to the extent specified by the Company, by an Investment Manager or other Funding Agent, and will have the degree of discretion to manage and control Plan assets specified in the trust agreement. Neither the Administrator nor the Committee, nor any other Plan fiduciary will be liable for any act or omission to act of a Trustee, as to duties delegated to the Trustee. Any Trustee appointed under this Article XI will be an institution. ARTICLE XII Plan Amendment or Termination 12.1 Plan Amendment or Termination The Company may amend, modify or terminate this Plan at any time by resolution of its Board or by resolution of or other action recorded in the minutes of the Administrator or the Committee. Execution and delivery by the Chairman of the Board, the President, any Vice President of the Company or the Committee of an amendment to the Plan is conclusive evidence of the amendment, modification or termination. -61- 86477113v.36 12.2 Limitations on Plan Amendment No Plan amendment can: (a) authorize any part of the Trust Fund to be used for, or diverted to, purposes other than the exclusive benefit of Participants or their Beneficiaries; (b) decrease the accrued benefits of any Participant or his or her Beneficiary under the Plan; or (c) except to the extent permitted by law, eliminate or reduce an early retirement benefit or retirement-type subsidy (as defined in Code Section 411) or an optional form of benefit with respect to service prior to the date the amendment is adopted or effective, whichever is later. 12.3 Right to Terminate Plan or Discontinue Contributions The Participating Employers intend and expect to continue this Plan in effect and to make the contributions provided for in this Plan. However, the Company reserves the right to terminate the Plan at any time in the manner set forth in Section 12.1. In addition, each Participating Employer reserves the right to completely discontinue contributions to the Plan for its Employees at any time. Upon termination of the Plan, each affected Participant’s Account Balance will be vested and nonforfeitable and the Trust will continue until the Trust Fund has been distributed. 12.4 Bankruptcy If the Company is ever judicially declared bankrupt or insolvent, and no provisions to continue the Plan are made in the bankruptcy or insolvency proceeding, the Plan will, to the extent permissible under federal bankruptcy law, be completely terminated. ARTICLE XIII Miscellaneous Provisions 13.1 Subsequent Changes All benefits to which any Participant, Surviving Spouse or Beneficiary may be entitled under this Plan will be determined under the Plan as in effect when the Participant ceases to be an Eligible Employee, and will not be affected by any subsequent change in the provisions of the Plan, unless either the Participant again becomes an Eligible Employee or the subsequent change expressly applies to the Participant. 13.2 Merger or Transfer of Assets 13.2.1 Neither the merger or consolidation of a Participating Employer with any other person, nor the transfer of the assets of a Participating Employer to any other person, nor the merger of the Plan with any other plan will constitute a termination of the Plan. -62- 86477113v.36 13.2.2 The Plan may not merge or consolidate with, or transfer any assets or liabilities to, any other plan, unless each Participant would (if the Plan then terminated) receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit he or she would have been entitled to receive immediately before the merger, consolidation or transfer (if the Plan had then terminated). 13.3 Benefits Not Assignable 13.3.1 A Participant’s Account Balance may not be assigned or alienated either voluntarily or involuntarily. 13.3.2 Notwithstanding the foregoing, a Participant may pledge his or her Pre-Tax Account as security for a loan under Section 6.7. In addition, the Administrator or Committee will comply with the terms of any qualified domestic relations order, as defined in Code Section 414(p). Notwithstanding any other provision of the Plan, the Funding Agent has all powers that would otherwise be assigned to the Administrator, regarding the interpretation of and compliance with qualified domestic relations orders, including the power make and enforce rules regarding segregations of or holds on a Participant’s Account to comply with a qualified domestic relations order, or when a domestic relations order is reasonably expected, or is under examination of its status. 13.3.3 The prohibition of Section 13.3.1 will not apply to any offset of a Participant’s Account Balance against an amount the Participant is ordered or required to pay to the Plan under a judgment, order, decree or settlement agreement that meets the requirements of this Section 13.3.3. The requirement to pay must arise under a judgment of conviction for a crime involving the Plan, under a civil judgment (including a consent order or decree) entered by a court in an action brought in connection with a violation (or alleged violation) of part 4 of subtitle B of title I of ERISA, or pursuant to a settlement agreement between the Secretary of Labor and the Participant in connection with a violation (or alleged violation) of that part 4. In addition, the judgment, order, decree or settlement agreement must expressly provide for the offset of all or part of the amount that must be paid to the Plan against the Participant’s Account Balance. 13.4 Exclusive Benefit of Participants Notwithstanding any other provision of the Plan, no part of the Trust Fund must ever be used for, or diverted to, any purpose other than the exclusive providing benefits to Participants and their Beneficiaries and defraying the reasonable expenses of the Plan, except that, upon the direction of the Administrator: (a) any contribution made by a Participating Employer by a mistake of fact will be returned within one year after payment of the contribution; (b) any contribution made by a Participating Employer that was conditioned upon its deductibility shall be returned to the extent disallowed as a deduction under Code Section 404 within one year after the deduction is disallowed; and (c) any contribution that was initially conditioned on the Plan’s satisfying the requirements of Code Section 401(a) will be returned to the Participating Employer -63- 86477113v.36 who made it, if the Plan is initially determined not to satisfy the requirements of Code Section 401(a). Any amount a Participating Employer seeks to recover under paragraph (a) or (b) will be reduced by the amount of any losses attributable to it, but will not be increased by the amount of any earnings attributable to it. 13.5 Benefits Payable to Minors, Incompetents and Others If any benefit is payable to a minor, an incompetent, or a person otherwise under a legal disability, or to a person the Administrator reasonably believes to be physically or mentally incapable of handling and disposing of his or her property, whether because of his or her advanced age, illness, or other physical or mental impairment, the Administrator has the power to apply all or any part of the benefit directly to the care, comfort, maintenance, support, education, or use of the person, or to pay all or any part of the benefit to the person’s parent, guardian, committee, conservator, or other legal representative, wherever appointed, to the individual with whom the person is living or to any other individual or entity having the care and control of the person. The Plan, the Administrator and any other Plan fiduciary will have fully discharged their responsibilities to the Participant, Surviving Spouse or Beneficiary entitled to a payment by making payment under the preceding sentence. 13.6 Plan Not A Contract of Employment The Plan is not a contract of Employment, and the terms of Employment of any Employee will not be affected in any way by the Plan or any related instruments, except as specifically provided in the Plan or related instruments. Participation in the Plan shall not entitle any Employee to be retained in the employ of the Company or an Affiliate, and the right and power of the Company or an Affiliate to dismiss or discharge any Employee is specifically reserved. 13.7 Source of Benefits Plan benefits will be paid or provided for solely from the Trust or applicable insurance or annuity contracts, and the Participating Employers assume no liability for Plan benefits. 13.8 Proof of Age and Marriage Participants and Beneficiaries must furnish proof of age and marital status satisfactory to the Administrator or Committee when and if the Administrator or Committee reasonably requests it. The Administrator or Committee may delay the payment of any benefits under the Plan until all pertinent information regarding age and marital status has been presented to it, and then, if appropriate, make payment retroactively. 13.9 Controlling Law The Plan is intended to qualify under Code Section 401(a) and to comply with ERISA, and its terms will be interpreted accordingly. If any Plan provision is subject to more than one construction, the ambiguity will be resolved in favor of the interpretation or construction consistent with that intent. Similarly, if there is a conflict between any Plan provisions, or between any Plan


 
-64- 86477113v.36 provision and any Plan administrative form submitted to the Administrator, the Plan provisions necessary to retain qualified status under Code Section 401(a) will govern. Otherwise, to the extent not preempted by ERISA or as expressly provided herein, the laws of the State of Delaware (other than its conflict of laws provisions) will control the interpretation and performance of the Plan. 13.10 Income Tax Withholding The Administrator or Committee may direct that any amounts necessary to comply with applicable employment tax law be withheld from any payment due under this Plan. 13.11 Claims Procedure 13.11.1 Any application for benefits under the Plan and all inquiries concerning the Plan shall be submitted to the Company at such address as may be announced to Participants from time to time. Applications for benefits shall be in the form and manner prescribed by the Company and shall be signed by the Participant or, in the case of a benefit payable after the death of the Participant, by the Participant's Surviving Spouse or Beneficiary, as the case may be. 13.11.2 The Plan Administrator shall give written or electronic notice of its decision on any application to the applicant within 90 days of receipt of the application. Electronic notification may be used, at the discretion of the Plan Administrator (or Review Panel, as discussed below). If special circumstances require a longer period of time, the Plan Administrator shall provide notice to the applicant within the initial 90-day period, explaining the special circumstances requiring the extension of time and the date by which the Plan expects to render a benefit determination. A decision will be given as soon as possible, but no later than 180 days after receipt of the application. In the event any application for benefits is denied in whole or in part, the Plan Administrator shall notify the applicant in writing or electronic notification of the right to a review of the denial. Such notice shall set forth, in a manner calculated to be understood by the applicant: the specific reasons for the denial; the specific references to the Plan provisions on which the denial is based; a description of any information or material necessary to perfect the application and an explanation of why such material is necessary; and a description of the Plan’s review procedures and the applicable time limits to such procedures, including a statement of the participant’s right to bring a civil action under ERISA Section 502(a) following a denial on review. 13.11.3 The Company shall appoint a "Review Panel," which shall consist of three or more individuals who may (but need not) be employees of the Company. The Review Panel shall be the named fiduciary that has the authority to act with respect to any appeal from a denial of benefits under the Plan, and shall hold meetings at least quarterly, as needed. The Review Panel shall have the authority to further delegate its responsibilities to two or more individuals who may (but need not) be employees of the Company. 13.11.4 Any person (or his authorized representative) whose application for benefits is denied in whole or in part may appeal the denial by submitting to the Review Panel a request for a review of the application within 60 days after receiving notice of the denial. The Review Panel shall give the applicant or such representative the opportunity to submit written comments, documents, and other information relating to the claim; and an opportunity to review, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other relevant -65- 86477113v.36 information (other than legally privileged documents) in preparing such request for review. The request for review shall be in writing and addressed as follows: "Review Panel of the Employee Welfare Benefits Plan Committee, 1803 Gears Road, Houston, Texas 77067-4097." The request for review shall set forth all of the grounds on which it is based, all facts in support of the request and any other matters that the applicant deems pertinent. The Review Panel may require the applicant to submit such additional facts, documents, or other material as it may deem necessary or appropriate in making its review. The Review Panel will consider all comments, documents, and other information submitted by the applicant regardless of whether such information was submitted or considered during the initial benefit determination. 13.11.5 The Review Panel shall act upon each request for review within 60 days after receipt thereof. If special circumstances require a longer period of time, the Review Panel shall so notify the applicant within the initial 60 days, explaining the special circumstances requiring the extension of time and the date by which the Review Panel expects to render a benefit determination. A decision will be given as soon as possible, but no later than 120 days after receipt of the request for review. The Review Panel shall give notice of its decision to the Company and the applicant. In the event the Review Panel confirms the denial of the application for benefits in whole or in part, such notice shall set forth in a manner calculated to be understood by the applicant, the specific reasons for such denial and specific references to the Plan provisions on which the decision is based. If such an extension of time for review is required because of special circumstances, the Plan Administrator shall provide the applicant with written notice of the extension, describing the special circumstances and the date as of which the benefit determination will be made, prior to the commencement of the extension. In the event the Review Panel confirms the denial of the application for benefits in whole or in part, such notice shall set forth in a manner calculated to be understood by the applicant: the specific reasons for such denial; the specific references to the Plan provisions on which the decision is based; the applicant’s right, upon request and free of charge, to receive reasonable access to, and copies of, all documents and other relevant information (other than legally-privileged documents and information); and a statement of the applicant’s right to bring a civil action under ERISA Section 502(a). 13.11.6 The Review Panel shall establish such rules and procedures, consistent with ERISA and the Plan, as it may deem necessary or appropriate in carrying out its responsibilities under this Section 13.11. 13.11.7 To the extent an application for accelerated vesting as a result of a Disability requires the Plan Administrator or the Review Panel, as applicable, to make a determination of Disability under the terms of the Plan, such determination shall be subject to all of the general rules described in this Section 13.11, except as they are expressly modified by this Section 13.11.7. (a) If the applicant’s claim is for benefits as a result of Disability, then the initial decision on a claim for disability benefits will be made within 45 days after the Plan receives the applicant’s claim, unless special circumstances require additional time, in which case the Plan Administrator will notify the applicant before the end of the initial 45-day period of an extension of up to 30 days. If necessary, the Plan Administrator may notify the applicant, prior to the end of the initial 30-day extension period, of a second extension of up to 30 days. If an extension is due to the applicant’s failure to supply the necessary information, the notice of extension -66- 86477113v.36 will describe the additional information and the applicant will have 45 days to provide the additional information. Moreover, the period for making the determination will be delayed from the date the notification of extension was sent out until the applicant responds to the request for additional information. No additional extensions may be made, except with the applicant’s voluntary consent. The contents of the notice shall be the same as described in Section 13.11.2 above. If a benefit claim as a result of Disability is denied in whole or in part, the applicant (or his authorized representative) will receive written or electronic notification, as described in Section 13.11.2. (b) If an internal rule, guideline, protocol or similar criterion is relied upon in making the adverse determination, then the notice to the applicant of the adverse decision will either set forth the internal rule, guideline, protocol or similar criterion, or will state that such was relied upon and will be provided free of charge to the applicant upon request (to the extent not legally-privileged) and if the applicant’s claim was denied based on a medical necessity or experimental treatment or similar exclusion or limit, then the applicant will be provided a statement either explaining the decision or indicating that an explanation will be provided to the applicant free of charge upon request. (c) The Review Panel, as described above in Section 13.11.3 shall be the named fiduciary that has the authority to act on with respect to any appeal from a denial of benefits as a result of Disability under the Plan. Any applicant (or his authorized representative) whose application for benefits as a result of Disability is denied in whole or in part may appeal the denial by submitting to the Review Panel a request for a review of the application within 180 days after receiving notice of the denial. The request for review shall be in the form and manner prescribed by the Review Panel and addressed as follows: "Review Panel of the Employee Welfare Benefits Plan Committee, 1803 Gears Road, Houston, Texas 77067-4097." In the event of such an appeal for review, the provisions of Section 13.11.4 regarding the applicant’s rights and responsibilities shall apply. Upon request, the Review Panel will identify any medical or vocational expert whose advice was obtained on behalf of the Review Panel in connection with an adverse benefit determination, without regard to whether the advice was relied upon in making the benefit determination. The entity or individual appointed by the Review Panel to review the claim will consider the appeal de novo, without any deference to the initial benefit denial. The review will not include any person who participated in the initial benefit denial or who is the subordinate of a person who participated in the initial benefit denial. (d) If the initial disability benefit denial was based in whole or in part on a medical judgment, then the Review Panel will consult with a health care professional who has appropriate training and experience in the field of medicine involved in the medical judgment, and who was neither consulted in connection with the initial benefit determination nor is the subordinate of any person who was consulted in connection with that determination; and upon notifying the applicant of an adverse determination on review, include in the notice either an explanation of the clinical basis for the determination, applying the terms of the Plan to the applicant’s medical -67- 86477113v.36 circumstances, or a statement that such explanation will be provided free of charge upon request. (e) A decision on review shall be made promptly, but not later than 45 days after receipt of a request for review, unless special circumstances require an extension of time for processing. If an extension is required, the applicant will be notified before the end of the initial 45-day period that an extension of time is required and the anticipated date that the review will be completed. A decision will be given as soon as possible, but not later than 90 days after receipt of a request for review. The Review Panel shall give notice of its decision to the applicant; such notice shall comply with the requirements set forth in Section 13.11.5. In addition, if the applicant’s claim was denied based on a medical necessity or experimental treatment or similar exclusion, the applicant will be provided a statement explaining the decision, or a statement providing that such explanation will be furnished to the applicant free of charge upon request. The notice shall also contain the following statement: “You and your Plan may have other voluntary alternative dispute resolution options, such as mediation. One way to find out what may be available is to contact your local U.S. Department of Labor Office and your State insurance regulatory agency.” 13.11.8 No legal or equitable action for benefits under the Plan shall be brought unless and until the applicant (a) has submitted a written application for benefits in accordance with Section 13.11.1 (or 13.11.7(a), as applicable), (b) has been notified by the Plan Administrator that the application is denied, (c) has filed a written request for a review of the application in accordance with Section 13.11.4 (or 13.11.7(c), as applicable); and (d) has been notified that the Review Panel has affirmed the denial of the application; provided that legal action may be brought after the Review Panel has failed to take any action on the claim within the time prescribed in Section 13.11.5 (or 13.11.7(e), as applicable). An applicant may not bring an action for benefits in accordance with this Section 13.11.8 later than 90 days after the Review Panel denies the applicant's application for benefits. 13.12 Participation in the Plan by An Affiliate 13.12.1 With the consent of the Board or an authorized delegate of the Board, any Affiliate, by appropriate action of its board of directors, a general partner or the sole proprietor, as the case may be, may adopt the Plan. Each Affiliate will determine the classes of its Employees that will be Eligible Employees and the amount of its contribution to the Plan on behalf of its Eligible Employees. 13.12.2 With the consent of the Board or an authorized delegate of the Board, a Participating Employer, by appropriate action, may terminate its participation in the Plan. 13.12.3 With the consent of the Board or an authorized delegate of the Board, a Participating Employer, by appropriate action, may withdraw from the Plan and the Trust. A Participating Employer’s withdrawal will be deemed to be an adoption by that Participating Employer of a plan and trust identical to the Plan and the Trust, except that all references to the Company will be deemed to refer to that Participating Employer. At such time and in such manner


 
-68- 86477113v.36 as the Administrator directs, the assets of the Trust allocable to Employees of the Participating Employer will be transferred to the trust deemed adopted by the Participating Employer. 13.12.4 A Participating Employer will have no power with respect to the Plan except as specifically provided herein. 13.13 Action by Participating Employers Any action required to be taken by the Company pursuant to any Plan provisions will be evidenced in the manner set forth in Section 12.1. Any action required to be taken by a Participating Employer will be evidenced by a resolution of the Participating Employer’s board of directors or an authorized delegate of that board. Participating Employer action may also be evidenced by a written instrument executed by any person or persons authorized to take the action by the Participating Employer’s board of directors, any authorized delegate of that board, or the stockholders. A copy of any written instrument evidencing the action by the Company or Participating Employer must be delivered to the secretary or assistant secretary of the Company or Participating Employer. 13.14 Dividends Any dividends credited to a group annuity contract between the Participating Employer and the Funding Agent will be used to provide additional benefits under the Plan. 13.15 Incorrect Information, Fraud, Concealment, or Error Any contrary provisions of the Plan notwithstanding, if, because of a human or systems error, or because of incorrect information provided by or correct information failed to be provided by, fraud, misrepresentation, or concealment of any relevant fact (as determined by the Committee) by any person the Plan enrolls any individual, pays benefits under the Plan, incurs a liability or makes any overpayment or erroneous payment, the Plan shall be entitled to recover from such person the benefit paid or the liability incurred, together with all expenses incidental to or necessary for such recovery, including recovery by offsetting the amount of the overpayment from any future payment(s) to such person. 13.16 Recovery of Overpayment If the Plan makes an overpayment, the Plan will have the right, at any time, as elected by the Administrator, or its delegate, to: (a) recover that overpayment from the person to whom it was made; (b) offset the amount of that overpayment from a future payment to such person; or (c) a combination of both. The Plan shall be considered to have established an equitable lien by agreement with the person to whom such overpayment was made. Such Participant, Beneficiary or Alternate Payee -69- 86477113v.36 shall, upon request of the Administrator, execute and deliver such instruments and papers as may be required and shall do whatever else is necessary to secure such rights of recovery to the Plan. 13.17 Effective Date of Plan Provisions The provisions of the Plan hereunder shall apply as of the date of the restatement and thereafter, subject to amendment, unless otherwise indicated. 13.18 Consent to Plan Terms An Eligible Employee upon becoming a Participant shall be deemed conclusively for all purposes hereof to have consented to the terms and conditions of the Plan and to be bound thereby. 13.19 Missing Participants and Beneficiaries In the event that all or a portion of the benefits payable under the Plan to any person cannot be distributed within one year of the date they become payable because the Administrator is unable to locate the whereabouts or determine the identity of such person, after reasonable efforts, then such benefits shall be forfeited and used to reduce Company contributions under the Plan or to pay Plan expenses. In the event the person (or his or her legal representative) is located after his or her benefits have been forfeited, and files a written claim for payment of benefits and executes such other instruments as the Administrator may require, such benefits shall be restored (without adjustment) retroactive to the date they became payable. 13.20 Masculine, Feminine, Singular and Plural Words used in the masculine shall be read and construed in the feminine where applicable. Wherever required, the singular of any word used in the Plan shall include the plural and the plural may be read in the singular. 13.21 Headings The headings and subheadings of the Plan have been inserted for convenience of reference and are to be ignored in any construction of the provisions. ARTICLE XIV Top Heavy Provisions 14.1 Top Heavy Definitions For purposes of this Article XIV and any amendments to it, the terms listed in this Section 14.1 have the meanings ascribed to them below. 14.1.1 Aggregate Employer Contributions means the sum of all, Company Safe Harbor Nonelective Contributions, Company Safe Harbor Matching Contributions, Company Nonelective Contributions and Forfeitures allocated under this Plan for a Matched Participant (or a Participant receiving Company Nonelective Contributions), as applicable, and all employer -70- 86477113v.36 contributions and forfeitures allocated for the Matched Participant to all Related Defined Contributions in the Aggregation group. 14.1.2 Aggregation Group means the group of plans in a Mandatory Aggregation Group, if any, that includes the Plan, unless including additional Related Plans in the group would prevent the Plan for being a Top Heavy Plan, in which case Aggregation Group means the group of plans in a Permissive Aggregation Group, if any, that includes the Plan. 14.1.3 Determination Date means, for a Plan Year, the last day of the preceding Plan Year. If the Plan is part of an Aggregation Group, the Determination Date for each other plan will be, for any Plan Year, the Determination Date for that other plan that falls in the same calendar year as the Determination Date for the Plan. 14.1.4 Key Employee means an employee described in Code Section 416(i)(1) and the regulations promulgated thereunder. Generally, a Key Employee is an Employee or former Employee (including a deceased Employee) who, at any time during the Plan Year containing the Determination Date is: (a) an officer of the Company or an Affiliate with annual Compensation greater than $215,000 (for the 2023 Plan year, as adjusted under Code Section 416(i)(1) for Plan Years beginning on and after January 1, 2002); (b) a five percent owner of the Company or an Affiliate; or (c) a one percent owner of the Company or an Affiliate having annual Compensation of more than $150,000. For purposes of determining who is a Key Employee, the Plan’s definition of Compensation will be applied by taking into account amounts paid by Affiliates who are not Participating Employers, as well as amounts paid by Participating Employers, and without applying the exclusions for amounts paid by a Participating Employer to cover an Employee’s nonqualified deferred compensation FICA tax obligations and for gross-up payments on such FICA tax payments. 14.1.5 Mandatory Aggregation Group means each plan (considering the Plan and Related Plans) that, during the Plan Year that contains the Determination Date or any of the four preceding Plan Years: (a) had a participant who was a Key Employee; or (b) was required to be considered with a plan in which a Key Employee participated in order to enable the plan in which the Key Employee participated to meet the requirements of Code Section 401(a)(4) or 410(b). 14.1.6 Non-key Employee means an Employee or former Employee who is not a Key Employee. 14.1.7 Permissive Aggregation Group means the group of plans consisting of the plans in a Mandatory Aggregation Group with the Plan, plus any other Related Plan or Plans that, -71- 86477113v.36 when considered as a part of the Aggregation Group, does not cause the Aggregation Group to fail to satisfy the requirements of Code Section 401(a)(4) or 410(b). 14.1.8 Present Value of Accrued Benefits means, for any Plan Year, an amount equal to the sum of (a), (b) and (c) for each person who, in the Plan Year containing the Determination Date, was a Key Employee or a Non-key Employee. (a) The value of a person’s full Account Balance under the Plan, plus his or her total account balances under each Related Defined Contribution Plan in the Aggregation Group, determined as of the valuation date coincident with or immediately preceding the Determination Date, adjust for contributions due as of the Determination Date, as follows: (i) in the case of a plan not subject to the minimum funding requirements of Code Section 412, by including the amount of any contributions actually made after the valuation but on or before the Determination Date and, in the first plan year of a plan, by including contributions made after the Determination Date that are allocated as of a date in the first plan year; and (ii) in the case of a plan that is subject to the minimum funding requirements of Code Section 412, by including the amount of any contributions that would be allocated as of a date no later than the Determination Date, plus adjustments to those amounts required under applicable rulings, even though those amounts are not yet required to be contributed or allocated (e.g., because they have been waived) and by including the amount of any contributions actually made (or due to be made) after the valuation date but before the expiration of the extended payment period in Code Section 412(c)(10). (b) The sum of the actuarial present value of a person’s accrued benefits under each Related Defined Benefit Plan in the Aggregation Group, determined for any person who is employed by a Participating Employer on a Determination Date, expressed as a benefit commencing at normal retirement date (or, if later, the person’s attained age). The present value of an accrued benefit under a Related Defined Benefit Plan is determined as of the most recent valuation date that is within the 12-month period ending on the Determination Date. (c) The aggregate value of amounts distributed under the Plan and any plan in an Aggregation Group (as defined in Code Section 416(g)(2)) during the one (1) year period ending on the Determination Date, including amounts distributed under a terminated plan that, if it had not been terminated, would have been in a Mandatory Aggregation Group. In the case of a distribution from any such plan made for a reason other than separation from service, death or Disability, this provision shall be applied by substituting ‘five (5) year period’ for ‘one (1) year period.’


 
-72- 86477113v.36 (d) The Present Value of Accrued Benefit of any individual who has not performed services for the Company or an Affiliate during the one (1) year period ending on the Determination Date shall not be taken into account. 14.1.9 Related Plan means any other defined contribution plan (a “Related Defined Contribution Plan”) or defined benefit plan (a “Related Defined Benefit Plan”) (both as defined in Code Section 415(k), maintained by the Company or an Affiliate. 14.1.10 A Super Top Heavy Aggregation Group exists in any Plan Year for which, as of the Determination Date, the sum of the Present Value of Accrued Benefits for Key Employees under all plans in the Aggregation Group exceeds 90% of the sum of the Present Value of Accrued Benefits for all employees under all plans in the Aggregation Group. In determining the sum of the Present Value of Accrued Benefits for all employees, the Present Value of Accrued Benefits for any Non-key Employee who was a Key Employee for any Plan Year preceding the Plan Year that contains the Determination Date will be excluded. 14.1.11 Super Top Heavy Plan means the Plan when it is described in the second sentence of Section 14.2. 14.1.12 A Top Heavy Aggregation Group exists in any Plan Year for which, as of the Determination Date, the sum of the Present Value of Accrued Benefits for Key Employees under all plans in the Aggregation Group exceeds 60% of the sum of the Present Value of Accrued Benefits for all employees under all plans in the Aggregation Group. In determining the sum of the Present Value of Accrued Benefits for all employees, the Present Value of Accrued Benefits for any Non-key Employee who was a Key Employee for any Plan Year preceding the Plan Year that contains the Determination Date will be excluded. 14.1.13 Top Heavy Plan means the Plan when it is described in the first sentence of Section 14.2. 14.2 Determination of Top Heavy Status This Plan is a Top Heavy Plan in any Plan Year in which it is a member of a Top Heavy Aggregation Group, including a Top Heavy Aggregation Group that includes only the Plan. The Plan is a Super Top Heavy Plan in any Plan Year in which it is a member of a Super Top Heavy Aggregation Group, including a Super Top Heavy Aggregation Group that includes only the Plan. 14.3 Minimum Allocation for Top Heavy Plan 14.3.1 For any Plan Year that the Plan is a Top Heavy Plan, the sum of the Company Safe Harbor Nonelective Contributions, Company Safe Harbor Matching Contributions, Company Nonelective Contributions and Forfeitures allocated to the Accounts of each Matched Participant (or a Participant receiving Company Nonelective Contributions) who is a Non-key Employee will be at least three percent of such Participant's Compensation. However, if the sum of the Company Safe Harbor Nonelective Contributions, Company Safe Harbor Matching Contributions, Company Nonelective Contributions, and Forfeitures allocated to the Accounts of each such Participant who is a Key Employee for the Plan Year is less than three percent of his or her Compensation and this Plan is not required to be included in an Aggregation Group to enable -73- 86477113v.36 a defined benefit plan to meet the requirements of Code Section 401(a)(4) or 410(b), the sum of the Company Safe Harbor Nonelective Contributions, Company Nonelective Contributions, and Forfeitures allocated to the Accounts of each such Participant who is a Non-key Employee for the Plan Year will be equal to the largest percentage of Compensation allocated to the Accounts of any such Participant who is a Key Employee. Notwithstanding the foregoing, no minimum allocation will be required for any Non-key Employee who participates in another defined contribution plan subject to Code Section 412 and included with this Plan in a Mandatory Aggregation Group. 14.3.2 For any Plan Year when the Plan is a Top Heavy Plan but not a Super Top Heavy Plan and a Key Employee is a participant in both this Plan and a defined benefit plan included in a Mandatory Aggregation Group that is top heavy, the extra minimum allocation will be provided only in this Plan, and by substituting four percent for three percent, where the latter percentage appears in Section 14.3.1. 14.3.3 For any Plan Year that the Plan is a Top 1-levy Plan, the minimum allocations set forth in this Section 14.3 will be allocated to the Accounts of all Non-key Employees who are Matched Participants (or Participants receiving Company Nonelective Contributions) and who are employed by the Company on the last day of the Plan Year, regardless of their service during the Plan Year, and whether or not they have made contributions of their own to the Plan. 14.3.4 In lieu of the above, if a Non-key Employee participates in this Plan and a Related Defined Benefit Plan included with this Plan in a Mandatory Aggregation Group that is a Top Heavy Aggregation Group, a minimum allocation of five percent of Compensation will be provided under this Plan. However, for any Plan Year when the Plan is a Top Heavy Plan but not a Super Top Heavy Plan and a Key Employee is a participant in both this Plan and a Related Defined Benefit Plan included with this Plan in a Mandatory Aggregation Group, seven and one- half percent will be substituted for five percent where the latter percentage appears in this Section 14.3.4, and the extra minimum allocation will be provided only in this Plan. 14.3.5 Company Safe Harbor Nonelective Contributions, Company Safe Harbor Matching Contributions, or Company Nonelective Contributions made on behalf of a Matched Participant (or participants receiving Company Nonelective Contributions) pursuant to Section 3.4C of the Plan shall be taken into account for purposes of satisfying the minimum allocation requirements of Section 14.3 of the Plan and Code Section 416(c)(2). Company Nonelective Contributions made on behalf of a Matched Participant, Company Safe Harbor Nonelective Contributions or Company Safe Harbor Matching Contributions made that are used to satisfy the minimum contribution requirements shall be treated as Company Nonelective Contributions, Company Safe Harbor Nonelective Contributions or Company Safe Harbor Matching Contributions, as applicable, for purposes of the Actual Contribution Percentage Test and other requirements of Code Section 401(m). -74- 86477113v.36 IN WITNESS WHEREOF, the undersigned Committee member has executed this Plan this _20th__ day of _January, 2023, to be effective, as amended and restated, as of January 1, 2023, except as otherwise expressly provided herein. JOHN BEAN TECHNOLOGIES CORPORATION By: _______________________________ Member, Employee Welfare Benefits Plan Committee -75- 86477113v.36 APPENDIX A Bargaining Units Covered Under the Plan Until otherwise negotiated, the bargaining units whose members are covered by the Plan, and the effective dates of their coverage, are listed below: Name of Bargaining Unit Effective Date of Plan Coverage Effective Date of FMC Plans or FMCTI Plan Coverage Jetway Systems, Ogden, Utah United Steel Workers Local 612 Effective Date January 1, 1995


 
-76- 86477113v.36 APPENDIX B List of Airport Services Locations Airport / Contract Cost Center Bens. Hourly Bens. Salaried Cincinnati, Ohio 830155 Not eligible Standard Dallas Non-Public (FFT AS DFW Non-Public LP 50270) 830174 Not eligible Standard D Dallas Southgate (FFT AS DFW Southgate LP 50264) 830167 Not eligible Standard Guam 830142 Legacy Standard Houston – ITT 830157 Legacy Standard Houston – PBB 830180 Not eligible Standard Hawaii (FFT AS HAWAII 50220) 830100 Not eligible Standard Dulles, Virginia 830138 Legacy Standard Houston – United 830120 Legacy Standard Houston – United Warehouse 830175 Legacy Standard ITO 830101 Not eligible Standard Hawaii Kona (FFT AS Hawaii Kona LP 50271) 830096 Not eligible Standard LAX AA 830181 Not eligible Standard LAX Delta BHS 830179 Not eligible Standard LAX Delta FAC 830153 Not eligible Standard LAX T5 830154 Not eligible Standard Lihue, Hawai’i 830102 Not eligible Standard Orlando, Florida 830185 Not eligible Standard Miami-Dade County (FFT AS MIAMI PW 50245) 830140 Legacy Standard -77- 86477113v.36 Newrest, Houston 830183 Legacy Standard Maui, Hawai’i 830103 Not eligible Standard Ontario Terminals 2 and 4 (FFT AS ONTARIO T2 T4 LP 50255) 830106 Not eligible Standard Ontario AvAirPros (FFT AS ONTARIO AVAIRPROS 50269) 830173 Not eligible Standard Chicago O’Hare (FFT AS CHI ORD LP 50252) 830156 Not eligible Standard Philadelphia, PA 830109 Not eligible Standard Phoenix Baggage Handling System (FFT AS PHX BHS LP 50258) 830160 Legacy Standard Salt Lake City Baggage System (FFT AS SLC BAG SYSTEM LP 50256) 830159 Not eligible Standard SLC PBB 830147 Legacy Standard Salt Lake City BHS Operations (SLATEC 177) 830177 Not eligible Standard Orange County (FFT AS ORANGE CTY PW 50246) 830105 Not eligible Standard Birmingham AL Airport Authority 830184 Not eligible Standard -78- 86477113v.36 APPENDIX C Provisions Applicable Only to Section 3.4C of the Plan and Only With Respect to Participants Who Are Members of the Jetway Systems, Ogden, Utah United Steel Workers Local 6162 Bargaining Unit C.1 Effective for the 2015 Plan Year, with respect to each Participant (a) whose Employment Commencement Date is prior to September 1, 2014, and (b) who is not a Special Election Participant, each such Participant shall receive a Company Nonelective Contribution, paid in twelve equal payments on the 21st day of each calendar month, based on the Participant's Years of Service as of January 1, 2015, according to the following schedule of benefits: Years of Service 2015 Company Nonelective Contribution Fewer than 5 $1,500 5 but fewer than 10 $2,000 10 but fewer than 15 $2,500 15 but fewer than 25 $3,000 25 but fewer than 30 30 but fewer than 35 35 but fewer than 40 40 or more $3,500 $4,000 $4,500 $5,000 C.2 Effective for: (1) the 2015 Plan Year, with respect to each Participant (a) whose Employment Commencement Date is on or after September 1, 2014, and (b) who is not a Special Election Participant, (2) the 2016 Plan Year and 2017 Plan Year, with respect to each Participant who is not a Special Election Participant, and (3) the 2018 Plan Year (and each subsequent Plan Year until amended) for all Participants, each such Participant shall receive a Company Nonelective Contribution, paid in twelve equal payments on the 21St day of each calendar month, based on the Participant's Years of Service as of January 1 of the applicable Plan Year for which the contribution is to be made, according to the following schedule of benefits: Years of Service Company Nonelective Contribution Fewer than 5 $750 5 but fewer than 10 $900 10 but fewer than 15 $1,200 15 but fewer than 25 $1,600 25 but fewer than 30 30 but fewer than 35 $2,100 $2,500 -79- 86477113v.36 35 but fewer than 40 40 or more $2,800 $3,200 C.3 For purposes of this Appendix C, a Special Election Participant means a Participant (a) whose Employment Commencement Date is prior to September 1, 2014 and (b) who on or before October 31, 2014, affirmatively elected to continue to accrue future benefit service under the JBT Corporation Employees' Retirement Program (the "Retirement Program") until the earlier of (i) December 31, 2017 or (ii) the Participant's Severance From Service Date under the Retirement Program. C.4 Effective for the 2020 Plan Year, each eligible Matched Participant shall receive a Company Nonelective Contribution equal to 100% of such eligible Matched Participant’s Pre-Tax Contributions, Roth Elective Contributions and After-Tax Contributions made that does not exceed the first 6% of Compensation (as defined below) for each payroll contribution period. In order to be eligible to receive a Company Nonelective Contribution pursuant to the preceding sentence, the Participant must have completed his or her applicable probationary period, as follows: (a) With respect to a Participant that is directly hired by the Company or any Participating Employer as an Employee, a 90-day probationary period from his or her Employment Commencement Date. (b) With respect to a Participant that has performed services for the Company or a Participating Employer for 150 consecutive days or more under an agreement between the Company or Participating Employer and a leasing, staffing or temporary agency prior to becoming a full-time Employee of the Company or a Participating Employer, a probationary period of zero days. (c) With respect to a Participant that has performed services for the Company or a Participating Employer for less than 150 consecutive days under an agreement between the Company or Participating Employer and a leasing, staffing or temporary agency prior to becoming a full-time Employee of the Company or a Participating employer, a probationary period equal to the lesser of (i) 90 days or (ii) 150 minus the number of consecutive days the Participant has performed services for the Company or Participating Employer. A Participant becomes vested in his or her Company Nonelective Contribution Account for Company Nonelective Contributions made pursuant to this Section C.4 according to the following schedules: (a) With respect to Participants with less than 3 Years of Service: Years of Service Percent 1 or less 33.33%% 2 but fewer than 3 66.67% 3 or more 100%


 
-80- 86477113v.36 (b) With respect to Participants with 3 or more Years of Service, the Participant will be 100% vested in the balance of Company Nonelective Contributions made to his or her Company Nonelective Contribution Account. For purposes of this Appendix C, “Compensation” for purposes of Pre-Tax Contributions, Roth Elective Contributions and After-Tax Contributions shall have the meaning in Article I of the Plan, but shall specifically exclude overtime pay, administrative and discretionary bonuses (including performance related bonuses) and field premiums.


 
83298123v.26 J B T AIRPORT SERVICES SAVINGS AND INVESTMENT PLAN (As Amended and Restated Effective as of January 1, 2023) Exhibit 10.12 i 83298123v.26 TABLE OF CONTENTS Page INTRODUCTION .......................................................................................................................... 1 ARTICLE I Definitions .................................................................................................................. 1 Account ................................................................................................................................... 1 Account Balance ..................................................................................................................... 1 Administrator .......................................................................................................................... 1 AeroTech................................................................................................................................. 1 AeroTech Employee ............................................................................................................... 2 Affiliate ................................................................................................................................... 2 After-Tax Contribution ........................................................................................................... 2 After-Tax Contribution Account............................................................................................. 2 After-Tax Contribution Election ............................................................................................. 2 Airport Services Employee ..................................................................................................... 2 Annuity Starting Date ............................................................................................................. 3 Basic Contributions ................................................................................................................. 3 Beneficiary .............................................................................................................................. 3 Board ....................................................................................................................................... 3 Break in Service ...................................................................................................................... 3 Catch-Up Contribution............................................................................................................ 3 Code ........................................................................................................................................ 3 Committee ............................................................................................................................... 3 Company ................................................................................................................................. 3 Company Contributions .......................................................................................................... 3 Company Contribution Account ............................................................................................. 3 Company Nonelective Contributions ...................................................................................... 4 Company Nonelective Contribution Account ......................................................................... 4 Compensation ......................................................................................................................... 4 Contingent Account ................................................................................................................ 5 Direct Rollover........................................................................................................................ 5 Disability ................................................................................................................................. 5 Distributee ............................................................................................................................... 5 Distribution Date ..................................................................................................................... 5 ii 83298123v.26 Effective Date ......................................................................................................................... 5 Eligible Employee ................................................................................................................... 5 Eligible Retirement Plan ......................................................................................................... 6 Eligible Rollover Distribution................................................................................................. 6 Employee ................................................................................................................................ 7 Employment Commencement Date ........................................................................................ 7 ERISA ..................................................................................................................................... 7 FMC ........................................................................................................................................ 7 FMC Matched Plan ................................................................................................................. 7 FMC Plans .............................................................................................................................. 7 FMC Stock .............................................................................................................................. 7 FMC Stock Fund ..................................................................................................................... 7 FMC Unmatched Plan............................................................................................................. 7 FMCTI .................................................................................................................................... 7 FMCTI Plan ............................................................................................................................ 7 Forfeiture................................................................................................................................. 7 Funding Agent ........................................................................................................................ 7 Highly Compensated Employee ............................................................................................. 7 Hour of Service ....................................................................................................................... 8 Investment Fund...................................................................................................................... 8 Leased Employee .................................................................................................................... 9 Lektro Employee ..................................................................................................................... 9 Living Wage Employee .......................................................................................................... 9 Matched Participant ................................................................................................................ 9 Nonhighly Compensated Employee ....................................................................................... 9 Participant ............................................................................................................................... 9 Participating Employer ........................................................................................................... 9 Period of Separation ................................................................................................................ 9 Plan ....................................................................................................................................... 10 Plan Year ............................................................................................................................... 10 Pre-Tax Contribution ............................................................................................................ 10 Pre-Tax Contribution Account .............................................................................................. 10 Pre-Tax Contribution Election .............................................................................................. 10 Prevailing Wage Employee................................................................................................... 10 iii 83298123v.26 Required Beginning Date ...................................................................................................... 10 Rollover Contribution ........................................................................................................... 10 Rollover Contribution Account............................................................................................. 10 Roth Elective Contribution ................................................................................................... 11 Roth Elective Contribution Account ..................................................................................... 11 Roth Elective Contribution Election ..................................................................................... 11 Supplemental Contributions.................................................................................................. 11 Surviving Spouse .................................................................................................................. 11 Trust ...................................................................................................................................... 12 Trust Fund ............................................................................................................................. 12 Trustee................................................................................................................................... 12 Valuation Date ...................................................................................................................... 12 Year of Service ..................................................................................................................... 12 ARTICLE II Participation............................................................................................................. 12 2.1 Admission as a Participant ...........................................................................................12 2.2 Admission as a Matched Participant ............................................................................12 2.3 Rehires .........................................................................................................................13 2.4 Provision of Information ..............................................................................................13 2.5 Termination of Participation ........................................................................................13 2.6 Special Rules Relating to Veterans’ Reemployment Rights........................................13 2.7 Direct Transfers ...........................................................................................................15 2.8 Service Crediting for Lektro, Inc. ................................................................................16 ARTICLE III Contributions and Account Allocations ................................................................. 16 3.1 Pre-Tax Contributions and Roth Elective Contributions .............................................16 3.2 After-Tax Contributions...............................................................................................17 3.3 Rules Applicable to Both Pre-Tax, Roth Elective and After-Tax Contributions ........17 3.4 Company Contributions ...............................................................................................18 3.5 Rollover Contributions.................................................................................................19 3.6 Establishment of Accounts ..........................................................................................19 3.7 Limitation on Annual Additions to Accounts ..............................................................20 3.8 Limitations on Pre-Tax Contributions, Roth Elective Contributions, After-Tax Contributions and Company Contributions – Definitions ...........................................21 3.9 Maximum Amount of Pre-Tax Contributions and Roth Elective Contributions .........23


 
iv 83298123v.26 3.10 Correction of Excess Pre-Tax Contributions and Excess Roth Elective Contributions................................................................................................................24 3.11 Actual Deferral Percentage Test ..................................................................................24 3.12 Actual Contribution Percentage Test ...........................................................................26 ARTICLE IV Vesting ................................................................................................................... 28 4.1 Vesting in After-Tax, Company Nonelective, Pre-Tax, Roth Elective and Rollover Contributions Accounts ................................................................................28 4.2 Vesting in Company Contribution and Contingent Accounts .....................................28 4.3 Forfeitures ....................................................................................................................28 ARTICLE V Timing of Distributions to Participants ................................................................... 29 5.1 Separation from Service ...............................................................................................29 5.2 Start of Benefit Payments ............................................................................................29 5.3 Distribution of Amounts held in a Participant’s Pre-Tax Contribution Account and Roth Elective Contribution Account. ....................................................................31 ARTICLE VI Forms of Benefit, In-Service Withdrawals and Loans .......................................... 35 6.1 Cashout of Small Amounts ..........................................................................................35 6.2 Medium of Distribution ...............................................................................................36 6.3 Forms of Benefit ..........................................................................................................36 6.4 Change in Form, Timing or Medium of Benefit Payment ...........................................36 6.5 Direct Rollover of Eligible Rollover Distributions ......................................................37 6.6 In-service and Hardship Withdrawals ..........................................................................37 6.7 Loans ............................................................................................................................41 ARTICLE VII Death Benefit ........................................................................................................ 43 7.1 Payment of Account Balance .......................................................................................43 7.2 Failure to Name a Beneficiary .....................................................................................43 7.3 Waiver of Spousal Beneficiary Rights .........................................................................43 ARTICLE VIII Fiduciaries ........................................................................................................... 44 8.1 Named Fiduciaries .......................................................................................................44 8.2 Employment of Advisers .............................................................................................44 8.3 Multiple Fiduciary Capacities ......................................................................................45 8.4 Payment of Expenses ...................................................................................................45 8.5 Indemnification ............................................................................................................45 ARTICLE IX Plan Administration ............................................................................................... 45 v 83298123v.26 9.1 Powers, Duties and Responsibilities of the Administrator and the Committee ...........45 9.2 Investment Powers, Duties and Responsibilities of the Administrator and the Committee ....................................................................................................................46 9.3 Investment of Accounts ...............................................................................................46 9.4 Valuation of Accounts .................................................................................................47 9.5 The Insurance Company ..............................................................................................47 9.6 Compensation ..............................................................................................................47 9.7 Delegation of Responsibility........................................................................................47 9.8 Committee Members ....................................................................................................48 ARTICLE X Appointment of Trustee .......................................................................................... 48 ARTICLE XI Plan Amendment or Termination .......................................................................... 48 11.1 Plan Amendment or Termination.................................................................................48 11.2 Limitations on Plan Amendment .................................................................................48 11.3 Right to Terminate Plan or Discontinue Contributions ...............................................49 11.4 Bankruptcy ...................................................................................................................49 ARTICLE XII Miscellaneous Provisions ..................................................................................... 49 12.1 Subsequent Changes ....................................................................................................49 12.2 Merger or Transfer of Assets .......................................................................................49 12.3 Benefits Not Assignable ..............................................................................................49 12.4 Exclusive Benefit of Participants .................................................................................50 12.5 Benefits Payable to Minors, Incompetents and Others ................................................50 12.6 Plan Not A Contract of Employment ...........................................................................51 12.7 Source of Benefits ........................................................................................................51 12.8 Proof of Age and Marriage ..........................................................................................51 12.9 Controlling Law ...........................................................................................................51 12.10 Income Tax Withholding .............................................................................................51 12.11 Claims Procedure .........................................................................................................52 12.12 Participation in the Plan by An Affiliate......................................................................55 12.13 Action by Participating Employers ..............................................................................55 12.14 Dividends .....................................................................................................................56 12.15 Incorrect Information, Fraud, Concealment, or Error ..................................................56 12.16 Recovery of Overpayment ...........................................................................................56 12.17 Effective Date of Plan Provisions ................................................................................56 vi 83298123v.26 12.18 Consent to Plan Terms .................................................................................................57 12.19 Missing Participants and Beneficiaries ........................................................................57 12.20 Masculine, Feminine, Singular and Plural ...................................................................57 12.21 Headings ......................................................................................................................57 ARTICLE XIII Top Heavy Provisions ......................................................................................... 57 13.1 Top Heavy Definitions .................................................................................................57 13.2 Determination of Top Heavy Status ............................................................................60 13.3 Minimum Allocation for Top Heavy Plan ...................................................................60 APPENDIX A Airport Services Plan - List of Airport Services Locations Covering Non- Exempt, Prevailing Wage and Living Wage Employees ............................................................ A-1 APPENDIX B List of Airport Services Prevailing Wage Locations .......................................... B-1 APPENDIX C List of Airport Services Living Wage Locations ............................................... C-1 83298123v.26 INTRODUCTION WHEREAS, the JBT Airport Services Savings and Investment Plan (“Plan”) was originally established effective as of January 1, 2011; and WHEREAS, the Company or its delegate may amend the Plan to meet applicable rules and regulations of the Internal Revenue Service and the United States Department of Labor, or, subject to the terms of any applicable collective bargaining agreements, for other reasons the Company or its delegate deems necessary or desirable; and WHEREAS, the Plan is intended to be qualified under Code Section 401(a) and its associated trust is intended to be tax exempt under Code Section 501(a) and the Plan is intended also to meet the requirements of ERISA, and will be interpreted, wherever possible, to comply with the terms of the Code and ERISA; and WHEREAS, the Plan was last amended and restated January 1, 2012, and the Company submitted the Plan to the Internal Revenue Service for the issuance of a favorable determination letter; and WHEREAS, the Company desires to amend and restate the Plan again, effective as of January 1, 2023, to (i) incorporate all amendments adopted since the January 1, 2012, amendment and restatement, (ii) reflect changes for the Setting Every Community Up for Retirement Enhancement (“SECURE”) Act and Coronavirus Aid, Relief, and Economic Security (“CARES”) Act; and (ii) make certain other administrative and best practice changes to the Plan. NOW, THEREFORE, effective January 1, 2023, the Company hereby amends and restates the Plan to provide as follows: ARTICLE I Definitions For purposes of the Plan, the following terms have the meanings described below. Account means any Pre-Tax Contribution Account, Roth Elective Contribution Account, After-Tax Contribution Account, Company Contribution Account, Company Nonelective Contribution Account, Contingent Account and Rollover Contribution Account established on behalf of a Participant. Account Balance means the value of the Account maintained on behalf of a Participant, determined as of any Valuation Date. Administrator means the Company. The Plan is administered by the Company through the Committee. The Administrator and the Committee have the responsibilities specified in Article X. AeroTech means JBT AeroTech Corporation, an Affiliate of the Company.


 
2 83298123v.26 AeroTech Employee means (a) an Employee who is actively employed by AeroTech on October 1, 2019 and (b) is not an Airport Services Employee, a Prevailing Wage Employee or a Living Wage Employee. Affiliate means any corporation, partnership, or other entity that is: (a) a member of a controlled group of corporations of which the Company is a member (as described in Code Section 414(b)); (b) a member of any trade or business under common control with the Company (as described in Code Section 414(c)); (c) a member of an affiliated service group that includes the Company (as described in Code Section 414(m)); (d) an entity required to be aggregated with the Company pursuant to regulations promulgated under Code Section 414(o); or (e) a leasing organization that provides Leased Employees to the Company or an Affiliate (as determined under paragraphs (a) through (d) above), unless: (i) the Leased Employees make up no more than 20% of the nonhighly compensated workforce of the Company and Affiliates (as determined under paragraphs (a) through (d) above); and (ii) the Leased Employees are covered by a plan described in Code Section 414(n)(5). “Leasing organization” has the meaning ascribed to it in the definition of “Leased Employee” below. For purposes of Section 3.7, the 80% thresholds of Code Sections 414(b) and (c) are deemed to be “more than 50%,” rather than “at least 80%.” Alternate Payee means any Spouse, former Spouse, child or other dependent of a Participant who is recognized by a Qualified Domestic Relations Order as having a right to receive all or a portion of the benefits payable under the Plan with respect to a Participant. After-Tax Contribution means the amount a Participant contributes in accordance with Section 3.2. A Matched Participant’s After-Tax Contribution may be made up of Basic Contributions, Supplemental Contributions or both. After-Tax Contribution Account means the Account established for a Participant pursuant to Section 3.6.2. After-Tax Contribution Election means a Participant’s election to make After-Tax Contributions in accordance with Section 3.3.1. Airport Services Employee means an Employee who (i) becomes employed or re- employed by the Company in the Airport Services business unit on or after January 1, 2011, at one of the Company’s Airport Services locations listed in Appendix A, (ii) effective on and after 3 83298123v.26 January 1, 2012, is employed in such business unit in a non-exempt position and (iii) is not a Prevailing Wage Employee or a Living Wage Employee. Notwithstanding the foregoing, effective as of October 1, 2019, an Airport Services Employee shall be employed by AeroTech. Annuity Starting Date means the first day of the first period for which an amount is paid in an annuity or other form of benefit. In the case of a lump sum distribution, the Annuity Starting Date is the date payment is actually made. Basic Contributions means a Matched Participant’s Pre-Tax Contributions, Roth Elective Contributions and After-Tax Contributions not in excess of five percent of his or her annualized Compensation. Beneficiary means any person designated or deemed designated by a Participant to receive any payment of Plan benefits due after the Participant’s death. A married Participant may name a primary Beneficiary other than his or her Surviving Spouse only if the Surviving Spouse consents to the election in the time frame and manner required by Section 7.3. Board means the board of directors of the Company. Break in Service means a Period of Separation that lasts for at least 12 consecutive months, provided that, a Period of Separation beginning on the first date of a maternity or paternity leave of absence and ending on the 12-month anniversary of such date will not constitute a Break in Service. For purposes of this section, a “maternity or paternity leave of absence” means an absence from work for any period by reason of (a) the Employee’s pregnancy, (b) birth of the Employee’s child or (c) care of a child for a period immediately following the birth or placement with the Employee. Catch-Up Contribution means a Pre-Tax Contribution or a Roth Elective Contribution made by a Participant who has attained or will attain age fifty (50) by the close of the taxable year, subject to the limitations of Code Section 414(v). A Roth Elective Contribution may only be characterized as a Catch-Up Contribution on a Plan Year basis. Code means the Internal Revenue Code of 1986, as amended from time to time. Reference to a specific provision of the Code includes that provision, any successor to it and any valid regulation promulgated under the provision or successor provision. Committee means the John Bean Technologies Corporation Employee Benefits Plan Committee as described in Section 9.8, its authorized delegate and any successor to the John Bean Technologies Corporation Employee Benefits Plan Committee. Company means JOHN BEAN TECHNOLOGIES Corporation and any successor to it. Company Contributions means the contributions made by the Participating Employer to Matched Participants under Section 3.4. Company Contribution Account means an account maintained as to each Matched Participant, to which the Matched Participant’s share of Company contributions, FMCTI contributions made under the FMCTI Plan, FMC contributions made under the FMC Matched 4 83298123v.26 Plan for periods after March 31, 1982, and all earnings and losses attributable thereto it, are allocated. Company Nonelective Contributions means the contributions made by the Participating Employer under Section 3.4A of the Plan to eligible Participants who are Prevailing Wage Employees. Company Nonelective Contribution Account means the account maintained as to each eligible Participant who is a Prevailing Wage Employee, to which Company Nonelective Contributions are made for each eligible Participant who is a Prevailing Wage Employee, and to which all earnings and losses attributable thereto it, are allocated. Compensation means the total compensation paid by the Company or a Participating Employer to an Eligible Employee for each Plan Year that is currently includible in gross income for federal income tax purposes: (a) including: overtime, administrative and discretionary bonuses (including completion bonuses, gainsharing bonuses and performance related bonuses); sales incentive bonuses; field premiums; back pay and sick pay; plus the Employee’s Pre-Tax Contributions, Roth Elective Contributions and amounts contributed to a plan described in Code Section 125 or 132; and the incentive compensation (including management incentive bonuses paid in both cash and restricted stock and local incentive bonuses) paid during the Plan Year for services rendered in the preceding Plan Year, and the incentive compensation (of the same types) paid during the preceding Plan Year for services rendered in the Plan Year preceding the preceding Plan Year (unless, the Participant elects to have all such incentive compensation paid for prior Plan Years included in Compensation for the prior Plan Years, or unless the Participant elects that no such incentive compensation will be included in his or her Compensation); and (b) but excluding: hiring bonuses; referral bonuses; stay bonuses; retention bonuses; awards (including safety awards, “Gutbuster” awards and other similar awards); amounts received as deferred compensation; disability payments from insurance or the Company’s long-term disability plan; workers’ compensation benefits; state disability benefits; flexible credits (i.e., wellness awards and payments for opting out of benefit coverage); expatriate premiums; grievance or settlement pay; pay in lieu of notice; severance pay; incentives for reduction in force accrued (but not earned) vacation; other special payments such as reimbursements, relocation or moving expense allowances; stock options or other stock-based compensation (except as provided above); any gross-up paid by a Participating Employer on any amount paid that is Compensation (as defined herein); other distributions that receive special tax benefits; any amounts paid by a Participating Employer to cover an Employee’s FICA tax obligation as to amounts deferred or accrued under any nonqualified retirement plan of a Participating Employer; and any gross-up paid by a Participating Employer on any amount paid that is not Compensation (as defined herein). 5 83298123v.26 Notwithstanding anything herein to the contrary, no amounts paid to a Participant more than 30 days after his or her termination of employment with the Company or a Participating Employer will be considered Compensation. The annual amount of Compensation taken into account for a Participant must not exceed $330,000 (as adjusted by Internal Revenue Service for cost-of-living increases in accordance with Code Section 401(a)(17)(B)). A Participant’s Compensation will be conclusively determined according to the Company’s records. The determination of “415 Compensation” shall include for a given limitation year payments made by the later of 2 and 1/2 months after severance from employment or the end of the limitation year that includes the date of severance from employment if, absent a severance from employment, such payments would have been paid to the Participant while the Participant continued in employment with the Company or a Participating Employer and are regular compensation for services during the Participant’s regular working hours, compensation for services outside the Participant’s regular working hours (such as overtime or shift differential) commissions, bonuses, or other similar compensation. Notwithstanding anything herein to the contrary, Compensation shall include differential wage payments as described in Section 2.6.7 of the Plan. Contingent Account means an account maintained as to each applicable Participant, to which the Participant’s share of any FMC contributions made under the FMC Matched Plan for periods before April 1, 1982, and all earnings and losses attributable to it, are maintained and allocated. Direct Rollover means a payment by the Plan to the Eligible Retirement Plan specified by a Distributee. Disability means a medically determinable physical or mental impairment that makes the Participant unable to engage in any substantial gainful activity, can be expected to result in death or be of long and indefinite duration, or has lasted or can be expected to last for a continuous period of at least 12 months. For purposes of the Plan, a Participant will be considered to have a Disability at any time only if he or she is then eligible to receive Social Security disability benefits. Distributee means an Employee or former Employee. In addition, the Employee’s or former Employee’s Surviving Spouse and the Employee’s or former Employee’s Spouse or former Spouse who is the alternate payee under a qualified domestic relations order, as defined under Code Section 414(p), are Distributees as to their Plan interests. Distribution Date means the date FMC distributes its interest in the Company. Effective Date means January 1, 2011. Eligible Employee means an Airport Services Employee, an AeroTech Employee, a LEKTRO Employee, a Prevailing Wage Employee, or a Living Wage Employee. An individual’s status as an Eligible Employee or not will be conclusively determined by the Administrator, subject


 
6 83298123v.26 to the claims review procedure described in Section 12.11. You are not eligible to participate in the Plan if you are: (a) an individual providing services to the Company pursuant to a contractual arrangement, either with that person or with a third party, other than one specifically providing for an employment relationship with the Company; (b) a Leased Employee; or (c) a part-time Employee scheduled to work less than 1,000 hours per year. Eligible Retirement Plan means an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), an annuity plan described in Code Section 403(a), a plan described in Code Section 401(a), an annuity contract described in Code Section 403(b) and an eligible plan under Code Section 457(b) that is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state. The definition of Eligible Retirement Plan shall also apply in the case of an Eligible Rollover Distribution paid to a Surviving Spouse, or to a Spouse or former Spouse who is the alternate payee under a qualified domestic relations order, as defined in Code Section 414(p). An Eligible Retirement Plan shall also include a Roth IRA defined in Section 408A(b) of the Code. If any portion of an Eligible Rollover Distribution is attributable to payments or distributions from a designated Roth account described in Section 402A of the Code, an “eligible retirement plan” with respect to such portion shall include only another designated Roth account and a Roth IRA. Eligible Rollover Distribution means any distribution of all or any portion of the balance to the credit of the Distributee, other than (a) a distribution that is one of a series of substantially equal periodic payments made (no less frequently than annually) for the life (or life expectancy) of the Distributee and the Distributee’s Beneficiary, or for a specified period of ten years or more; (b) the portion of a distribution that is required to be made under Code Section 401(a)(9); (c) the portion of a distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation for employer securities); provided however, a portion of the distribution shall not fail to be an Eligible Rollover Distribution merely because the portion consists of After-Tax Contributions that are not includible in gross income, but only if such portion is transferred to an individual retirement account or annuity described in Code Section 408(a) or (b), or to a qualified defined contribution plan described in Code Section 401(a) or 403(a) that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible in gross income; or (d) a “hardship distribution” within the meaning of Code Section 402(c)(4). Notwithstanding the preceding to the contrary, a Participant may also elect to make a direct rollover of after-tax employee contributions to a qualified plan or a 403(b) plan that agrees to separately account for such amounts. A portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because the portion consists of Roth Elective Contributions which are not included in gross income. However, such portion may be transferred only to another Roth elective deferral account under an applicable retirement plan described in Section 402A(e)(1) of the Code or to a Roth IRA described in Section 408A of the Code, and only to the extent the rollover is permitted under Section 402(c) of the Code. 7 83298123v.26 Employee means (a) a common law employee of the Company or an Affiliate, or (b) a Leased Employee of the Company or an Affiliate unless the requirements of Code Section 414(n)(5) are met. Employment Commencement Date means the date on which the Employee first performs an Hour of Service. ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time. Reference to a specific provision of ERISA includes the provision, any successor provision and any valid regulation promulgated under the provision or successor provision. FMC means FMC Corporation, a Delaware corporation. FMC Matched Plan means the FMC Corporation Savings and Investment Plan. FMC Plans means the FMC Corporation Savings and Investment Plan and the FMC Corporation Savings and Investment Plan for Bargaining Unit Employees. FMC Stock means the common stock of FMC. FMC Stock Fund means an Investment Fund established and maintained by the Trustee as part of the Trust Fund to invest in FMC Stock. All Plan Contributions placed in or directed to the FMC Stock Fund and all dividends, other earnings and appreciation on those contributions must be invested only in FMC Stock, except as and to the extent it is deemed necessary or advisable to maintain cash and cash equivalents to meet the FMC Stock Fund’s liquidity needs. The FMC Stock Fund is subject to investment restrictions as detailed in Section 9.3. Notwithstanding anything herein to the contrary, any dividend payable on FMC Stock as a result of FMC’s distribution of its interest in the Company shall not be required to be reinvested in FMC Stock. FMC Unmatched Plan means the FMC Corporation Savings and Investment Plan for Bargaining Unit Employees. FMCTI means FMC Technologies, Inc. FMCTI Plan means the FMC Technologies, Inc. Savings and Investment Plan. Forfeiture means any portion of a Matched Participant’s Company Contribution Account that is forfeited under Section 4.3. Funding Agent means the Trustee or any legal reserve life insurance company selected by the Administrator or the Committee to receive Plan contributions and pay Plan benefits. Highly Compensated Employee means an Employee who: (a) at any time during the Determination Year or the Look-Back Years owns (or is considered under Code Section 318 to own) more than five percent of the Company or an Affiliate; or 8 83298123v.26 (b) had more than $150,000, as adjusted, in compensation (for the 2023 Plan year, as defined in Code Section 415(c)(3)) from the Company and the Affiliates during the Look-Back Year. The “Determination Year” is the Plan Year for which the determination of who is a Highly Compensated Employee is being made, and the ‘Look-Back year’ is the 12-month period immediately preceding the Determination Year. A former Employee of the Company or an Affiliate is a Highly Compensated Employee for a given Determination Year if he or she separated from service (or was deemed to have separated) before the Determination Year, performs no services for a Participating Employer during the Determination Year, and was a Highly Compensated Employee for the Plan Year during which he or she separated from service (or was deemed to have separated) or for any Determination Year ending on or after his or her 55th birthday. The Secretary of the Treasury or its delegate will adjust the $150,000 limit from time to time, to reflect increases in the cost of living. Employees who are nonresident aliens and receive no earned income (within the meaning of Code Section 911(d)(2)) from the Company and its Affiliates that constitutes income from sources within the United States (within the meaning of Code Section 861(a)(3)) are not treated as Employees for purposes of this definition. Hour of Service means each hour for which an Employee is directly or indirectly paid or entitled to payment by the Company or an Affiliate: (a) for the performance of duties; (b) on account of a period of time during which no duties were performed, provided that Hours of Service will not be credited for payments made or due under a plan maintained solely for the purpose of complying with applicable workers’ compensation, unemployment compensation, or disability insurance laws, or for payments that reimburse an Employee’s for medically related expenses; and (c) for which back pay, irrespective of mitigation of damages, is awarded or agreed to by the Company, provided that, the same Hours of Service have not already been credited under (a) or (b) above. No more than 501 Hours of Service will be credited for any single continuous period of time during which the Employee performed no duties. The determination of Hours of Service for reasons other than the performance of duties shall be determined in accordance with the provisions of Labor Department Regulations Section 2530.200b-2(b), which are incorporated herein by reference, and Hours of Service shall be credited to computation periods in accordance with the provisions of Labor Department Regulations Section 2530.200b-2(c), which are incorporated herein by reference. Investment Fund means an investment fund, if any, established or selected by the Administrator pursuant to Section 9.3. 9 83298123v.26 Leased Employee means an individual who performs services for the Company or an Affiliate on a substantially full-time basis, for a period of at least one year, under the primary direction or control of the Company or Affiliate, and under an agreement between the Company or Affiliate and a leasing organization. The leasing organization can be a third party or the Leased Employee himself or herself. Lektro Employee means an Employee who was actively employed by Lektro, Inc. on January 31, 2019, and remains actively employed by JBT Lektro, Inc. on March 1, 2019. Living Wage Employee means an Employee who is employed by the Company in the Airport Services business unit under Living Wage conditions on or after January 1, 2011 at one of the Company’s Airport Services locations listed in Appendix C. Notwithstanding the foregoing, effective as of October 1, 2019, a Living Wage Employee shall be employed by AeroTech. Matched Participant means a Participant who is an Airport Services Employee, an AeroTech Employee or a LEKTRO Employee and who is eligible to receive Company Contributions under Section 3.4. Nonhighly Compensated Employee means an Employee who is not a Highly Compensated Employee. Participant means an Eligible Employee who has begun but not ended his or her participation in the Plan pursuant to the provisions of Article II. Participating Employer means the Company and each other Affiliate that adopts the Plan with the consent of the Company, as provided in Section 12.12. Period of Separation means a continuous period of time when the Employee is not employed by the Company or an Affiliate. A Period of Separation begins on the date an Employee retires, dies, separates from service due to Disability, quits or is discharged, or, if earlier, on the 12-month anniversary of the date the Employee was otherwise first absent from service. Notwithstanding the foregoing, a Period of Separation does not begin if the Employee is: (a) on a leave of absence authorized by the Company or an Affiliate in accordance with standard personnel policies applied in a nondiscriminatory manner to all similarly situated Employees, and returns to active employment with the Company or Affiliates as soon as the leave expires; (b) on a military leave while the Employee’s reemployment rights are protected by law, and returns to active employment with the Company or Affiliate within 90 days after his or her discharge or release (or such longer period as may be prescribed by law); or (c) on a layoff, and returns to work with the Company or an Affiliate within the period of time and in the manner necessary to maintain seniority according to the rules of the Company or Affiliate in effect at the time of the return.


 
10 83298123v.26 Plan means the JBT Airport Services Savings and Investment Plan. The Plan is a single employer plan. Plan Year means the 12-month period beginning on each January 1 and ending on the next December 31. Pre-Tax Contribution means the amount that otherwise would have been paid as Compensation that is, before taxes, converted to a Participating Employer contribution in accordance with Section 3.1. A Matched Participant’s Pre-Tax Contribution may be made up of Basic Contributions, Supplemental Contributions or both. Pre-Tax Contribution Account means the Account established for a Participant pursuant to Section 3.6.1. Pre-Tax Contribution Election means the Participant’s election to make Pre-Tax Contributions in accordance with Section 3.3.1. Prevailing Wage Employee means an Employee who is employed by the Company in the Airport Services business unit under Prevailing or Responsible Wage conditions on or after January 1, 2011 at one of the Company’s Airport Services locations listed in Appendix B and who is not an Airport Services Employee or a Living Wage Employee. Notwithstanding the foregoing, effective October 1, 2019, a Prevailing Wage Employee shall be employed by AeroTech. Required Beginning Date is defined in Section 5.2.3. Rollover Contribution means an amount received from a deferred compensation plan that is qualified under Code Section 401 or 403(a), and which is rolled over to the Plan pursuant to Code Section 402(c). A Rollover Contribution can be either a Direct Rollover or an amount distributed to a Participant and then rolled over. In addition, if an Employee had deposited an Eligible Rollover Distribution into an individual retirement account as defined in Code Section 408, he or she may transfer the amount of the distribution plus earnings from the individual retirement account to the Plan, if the rollover amount is deposited with the Trustee within 60 days after receipt from the individual retirement account, and the rollover meets the other requirements of Code Section 408(d)(3)(A)(ii). A Rollover Contribution also means an amount received from a qualified plan described in Code Section 401(a) or 403(a) attributable to after-tax contributions; from an annuity contract described in Code Section 403(b), including after-tax contributions; or an eligible plan under Code Section 457(b) that is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state. To the extent a Rollover Contribution includes after-tax contributions, such amounts shall be credited to an After- Tax Contribution Account created for such individual in accordance with Section 3.6.2. The Plan will accept a Direct Rollover to a Roth Elective Contribution Account only if it is a Direct Rollover from another Roth elective deferral account under an applicable retirement plan described in Section 402A(e)(1) of the Code and only to the extent the rollover is permitted under Section 402(c) of the Code. Rollover Contribution Account means the Account established for a Participant pursuant to Section 3.6.3. 11 83298123v.26 Roth Elective Contribution means an elective deferral that is (a) designated irrevocably by the Participant at the time of the cash or deferred election as a Roth Elective Contribution that is being made in lieu of all or a portion of the Pre-Tax Contributions the Participant is otherwise eligible to make under Section 3.1 of the Plan; (b) treated by the Participating Employer as not excludible from the Participant’s gross income; and (c) maintained by the Plan in the Participant’s Roth Elective Contribution Account. A Roth Elective Contribution is generally treated as not excludible from gross income if it is treated as includible in gross income by the Participating Employer. If an elective contribution would not have been includible in gross income if the amount had been paid directly to the Participant (rather than being subject to a cash or deferral election), the elective contribution may be designated as a Roth Elective Contribution. Contributions and withdrawals of Roth Elective Contributions must be credited and debited to the designated Roth Elective Contribution Accounts and the Plan must maintain a record of the Participant’s investment in the contract (i.e., Roth Elective Contributions that have not been distributed) with respect to the designated Roth Elective Contribution Accounts. In addition, all gains, losses and other credits or charges must be separately allocated on a reasonable and consistent basis to the designated Roth Elective Contribution Accounts and other accounts under the Plan. However, Forfeitures may not be allocated to the designated Roth Elective Contribution Accounts and no contributions other than Roth Elective Contributions and rollover contributions described in Section 402A(c)(3)(B) of the Code may be allocated to such accounts. The separate Roth Elective Contribution Account requirement applies at the time the Roth Elective Contribution is contributed to the Plan and must continue to apply until the designated Roth Elective Contribution Account is completely distributed. Roth Elective Contributions made pursuant to Section 414(u) of the Code by reason of a Participant’s “qualified military service” are not taken into account when applying the Actual Deferral Percentage test. Roth Elective Contribution Account means the Account established for a Participant pursuant to Section 3.6.6. Roth Elective Contribution Election means the Participant’s election to make Roth Elective Contributions in accordance with Section 3.3.1. Spouse means the person to whom a Participant has entered into: (a) a marriage recognized by the state, possession, or territory of the United States in which the marriage was entered into, regardless of domicile; or (b) a relationship denominated as marriage under the laws of a foreign jurisdiction if the relationship would be recognized as marriage under the laws of at least one state, possession or territory of the United States, regardless of domicile. Supplemental Contributions means a Matched Participant’s Pre-Tax Contributions, Roth Elective Contributions and After-Tax Contributions in excess of five percent of his or her annualized Compensation. Surviving Spouse means the person legally married to a Participant on the date of his or her death or on his or her Annuity Starting Date, whichever is earlier. 12 83298123v.26 Trust means the trust established under the Plan, to which Plan contributions are made and in which Plan assets are held. Trust Fund means the assets of the Trust held by or in the name of the Trustee. Trustee means the institution appointed as Trustee pursuant to Article XI of the Plan, and any successor Trustee. Valuation Date means each business day of the Plan Year. Year of Service means the total number of calendar months during which the Employee is employed by the Company or an Affiliate, divided by 12, including any Period of Separation that does not constitute a Break in Service. A partial month of employment counts as a whole month. An Employee’s Years of Service do not include any Breaks in Service. ARTICLE II Participation 2.1 Admission as a Participant An Employee becomes a Participant as of the date he or she satisfies all of the following requirements: (a) the Employee is an Eligible Employee; (b) with respect to Airport Services Employees only, the Employee has completed one Year of Service beginning on his or her Employment Commencement Date or an anniversary of his or her Employment Commencement Date; and (c) with respect only to the ability to make Pre-Tax, Roth Elective or After-Tax Contributions: (i) the Employee has filed with the Administrator a Pre-Tax Contribution Election, Roth Elective Contribution Election or After-Tax Contribution Election; and (ii) the Employee’s election has become effective according to uniform and nondiscriminatory rules established by the Administrator. 2.2 Admission as a Matched Participant A Participant becomes a Matched Participant as of the date he or she satisfies all of the following requirements: (a) The Participant is an Airport Services Employee, an AeroTech Employee or a LEKTRO Employee and satisfies one of the conditions for being a Matched Participant; 13 83298123v.26 (b) the Participant has filed with the Administrator a Pre-Tax Contribution Election or After-Tax Contribution Election; and (c) the Participant’s election has become effective according to uniform and nondiscriminatory rules established by the Administrator. 2.3 Rehires A Participant or Eligible Employee who is rehired as an Eligible Employee after a Period of Separation becomes an active Participant for purposes of making Pre-Tax, Roth Elective or After-Tax Contributions by filing with the Administrator a Pre-Tax Contribution Election, Roth Elective Contribution Election or After-Tax Contribution Election. When the Employee’s election becomes effective, the Participant or Eligible Employee will again become an active Participant for purposes of making Pre-Tax, Roth Elective or After-Tax Contributions. If such a Participant satisfies one of the conditions for being a Matched Participant, the Participant becomes an active Matched Participant by filing with the Administrator a Pre-Tax Contribution Election, Roth Elective Contribution Election or After-Tax Contribution Election. When the Pre-Tax Contribution Election, Roth Elective Contribution Election or After-Tax Contribution Election becomes effective, the Matched Participant will become an active Matched Participant. If such a Participant or Eligible Employee satisfies one of the conditions for receiving Company Nonelective Contributions, such individual becomes an active Participant for such purposes on the date the individual first performs an Hour of Service with the Company following such rehire. 2.4 Provision of Information The Administrator may provide for paper, telephonic or electronic means of enrollment. Each Participant must execute the forms or follow the telephonic or electronic procedures required by the Administrator and make available to the Administrator any information it reasonably requests. As a condition of participating in the Plan, an Employee agrees, on his or her own behalf and on behalf of all persons who may have or claim any right by reason of the Employee’s participation in the Plan, to be bound by all provisions of the Plan and by any agreement entered into pursuant to the Plan, each as interpreted by the Administrator in its uniform and nondiscriminatory discretion. 2.5 Termination of Participation A Participant ceases to be an active Participant for any purpose under the Plan on the date such Participant ceases to be an Eligible Employee. A Participant ceases to be a Participant when he or she dies or, if earlier, when his or her entire Account Balance has been paid to him or her. A Matched Participant ceases to be a Matched Participant when he or she no longer satisfies one of the conditions for being a Matched Participant. 2.6 Special Rules Relating to Veterans’ Reemployment Rights The following special provisions will apply to an Eligible Employee or Participant who is reemployed in accordance with the reemployment provisions of the Uniformed Services Employment and Reemployment Rights Act (“USERRA”) following a period of qualifying


 
14 83298123v.26 military service (as determined under USERRA) and will be interpreted in a manner consistent with Code Section 414(u). 2.6.1 Each period of qualifying military service served by an Eligible Employee or Participant will, upon his or her reemployment as an Eligible Employee, be deemed to constitute service with the Participating Employer for all Plan purposes. 2.6.2 The Participant will be permitted to make up Pre-Tax, Roth Elective and/or After- Tax Contributions missed during the period of qualifying military service, so long as he or she does so during the period of time beginning on the date of the Participant’s reemployment with the Participating Employer following his or her period of qualifying military service and extending over the lesser of (a) three times the length of the Participant’s period of qualifying military service, and (b) five years. 2.6.3 The Participating Employer will not credit earnings to a Participant’s Account with respect to any Pre-Tax, Roth Elective or After-Tax Contribution before the contribution is actually made. 2.6.4 A reemployed Matched Participant will be entitled to accrued benefits attributable to Pre-Tax, Roth Elective or After-Tax Contributions only if they are actually made. 2.6.5 For all Plan purposes, including the Participating Employer’s liability for making contributions on behalf of a reemployed Participant as described above, the Participant will be treated as having received Compensation from the Participating Employer based on the rate of Compensation the Participant would have received during the period of qualifying military service, or if that rate is not reasonably certain, on the basis of the Participant’s average rate of Compensation during the 12-month period immediately preceding the period of qualifying military service. 2.6.6 If a Participant makes a Pre-Tax, Roth Elective or After-Tax Contribution in accordance with the foregoing provisions of this Section 2.6: (a) those contributions will not be subject to any otherwise applicable limitation under Code Section 402(g), 404(a) or 415, and will not be taken into account in applying those limitations to other contributions under the Plan or any other plan, for the year in which the contributions are made; the contributions will be subject to the above- referenced limitations only for the year to which the contributions relate and only in accordance with regulations prescribed by the Internal Revenue Service; and (b) the Plan will not be treated as failing to meet the requirements of Code Section 401(a)(4), 401(a)(26), 401(k)(3), 410(b) or 416 by reason of the contributions. 2.6.7 An individual receiving a differential wage payment, as defined by Section 3401(h)(2) of the Code, is treated as an Employee of the Participating Employer making the payment and the differential wage payment is treated as Compensation under the Plan. The Plan is not treated as failing to meet the requirements of any provision described in Section 414(u)(1)(C) of the Code due to any contribution or benefit which is based on the 15 83298123v.26 differential wage payment provided that all Employees of the Participating Employer are entitled to receive differential wage payments, and to make contributions based on such payments, on reasonably equivalent terms. 2.6.8 For purposes of Section 401(k)(2)(B)(i)(I) of the Code, an individual is treated as having been severed from employment during any period in which the individual is performing service in the uniformed services, as described in Section 3401(h)(2)(A) of the Code. If an individual elects to receive a distribution by reason of severance from employment pursuant to this Section 2.6.8, the individual may not make a Pre-Tax Contribution, Roth Elective Contribution or an After-Tax Contribution during the 6-month period beginning on the date of the distribution. 2.6.9 If a Participant dies while performing qualified military service (as defined in Section 414(u) of the Code), the survivors of the Participant are entitled to any additional benefits (other than benefit accruals relating to the period of qualified military service) provided under the Plan as if the Participant had resumed and then terminated employment on account of death. 2.7 Direct Transfers (a) Out of Plan. With respect to a Participant who ceases to be an Eligible Employee under the Plan due to either (i) a change in the Plan’s eligibility rules or (ii) a transfer of employment from one of the Company’s Airport Services business unit locations listed in Appendix A, Appendix B or Appendix C to another location of the Company or to an Affiliate of the Company and, as a result of such change in eligibility rules or transfer of employment, the Participant becomes a participant in the JBT Corporation Savings and Investment Plan, the Trustee of the Plan shall “transfer” as a “non-elective” transfer the entire Account (including any outstanding loans) of such Participant to the JBT Corporation Savings and Investment Plan. (b) Into the Plan. With respect to a participant in the JBT Corporation Savings and Investment Plan who ceases to be an eligible employee under the JBT Corporation Savings and Investment Plan due to (i) the establishment of this Plan, (ii) a change in the eligibility rules under the JBT Corporation Savings and Investment Plan or (iii) a transfer of employment from (1) a participating employer under such plan or (2) a location of the Company other than an Airport Services location listed in Appendix A, Appendix B, or Appendix C, to one of the Airport Services locations of the Company listed in Appendix A, Appendix B or Appendix C and, as a result of such change in eligibility rules or transfer, the participant becomes a Participant in the Plan, the Trustee of the Plan shall accept a “non-elective transfer” of the entire account (including any outstanding loans) of such Participant from the JBT Corporation Savings and Investment Plan. (c) Rules Governing Transfers. (i) The Trustee of the Plan may not consent to, or be a party to, any transfer of assets or liabilities to the John Bean Technologies Corporation Savings and Investment Plan (or from such plan to this Plan) unless immediately after 16 83298123v.26 the transfer, the accepting plan provides each participant a benefit equal to or greater in amount than the benefit each participant would have received had the transferring plan terminated immediately prior to the transfer; provided 100% immediate vesting is not required and shall not occur as the result of the transfer. (ii) The Trustee of the Plan will hold, administer and distribute the transferred assets as part of the Trust Fund and shall maintain accounts sufficient to reflect the value of the transfer and to preserve protected benefits arising from the transferor plan pursuant to Code Section 411(d)(6) and related Department of Treasury regulations. (d) Definitions. A “transfer” for purposes of the Plan means the Trustee’s movement of assets from one plan to another plan directly as between the trustees of such plans and not as a distribution. A “non-elective” transfer for purposes of the Plan is a “transfer” without the consent or election of the affected Participant. 2.8 Service Crediting for Lektro, Inc. Notwithstanding any provision herein to the contrary, (a) effective as of March 1, 2019, a Lektro Employee’s period of employment with Lektro, Inc. shall be counted under the Plan for purposes of determining the individual’s Years of Service under the Plan and (b) effective as of October 1, 2019, an Airport Services Employee’s period of employment with the Company shall be counted under the Plan for purposes of determining the individual’s Hours of Service and Years of Service under the Plan. ARTICLE III Contributions and Account Allocations 3.1 Pre-Tax Contributions and Roth Elective Contributions The Company will transmit to the Funding Agent the Pre-Tax Contributions and Roth Elective Contributions for the Participants. To determine the amount it must transmit for each Participant, the Company will multiply the percentage elected by the Participant in his or her Pre- Tax Contribution Election or his Roth Elective Contribution by the Participant’s Compensation. 3.1.1 For each Plan Year, all Participants who have attained or will attain age fifty (50) by the close of the taxable year shall be eligible to make Catch-Up Contributions during such Plan Year in accordance with, and subject to the limitations of Code Section 414(v) as follows: (a) The Plan shall not be treated as failing to satisfy the requirements of Code Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b) or 416, as applicable, by reason of the making of such Catch-Up Contributions. Catch-Up Contributions shall be disregarded in determining the limitations on Pre-Tax Contributions and Roth Elective Contributions as provided in Section 3.8. 17 83298123v.26 (b) Pre-Tax Contributions and Roth Elective Contributions (other than Catch-Up Contributions) determined to be Excess Pre-Tax Contributions and/or Excess Roth Elective Contributions as provided in Section 3.8.9, or determined to be in excess of the required limitations of Code Section 415 in a Plan Year may be recharacterized as a Catch-Up Contribution (to the extent available under the limitations of Code Section 414(v) as in effect for that Plan Year) for a Participant who is eligible to make Catch-Up Contributions, as described in the first paragraph of this Section 3.1.1. (c) Catch-Up Contributions shall not be eligible for Company Contributions made on behalf of a Matched Participant pursuant to Section 3.4. (d) Pre-Tax Contributions and Roth Elective Contributions determined to be Excess Contributions as provided in Section 3.8.8 may be recharacterized as Catch-Up Contributions for a Participant who is eligible, as described in the first paragraph of this Section 3.1.1, but (i) only after the application of Sections 3.8.7 and 3.11.7 regarding the recharacterization of Excess Contributions as After-Tax Contributions, to the extent available, and (ii) only to the extent a Catch-Up Contribution amount is available under the limitations of Code Section 414(v) as in effect for that Plan Year. 3.2 After-Tax Contributions The Company will transmit to the Funding Agent the After-Tax Contributions for the Participants. To determine the amount it must transmit for each Participant, the Company will multiply the percentage elected by the Participant in his or her After-Tax Contribution Election by the Participant’s Compensation. 3.3 Rules Applicable to Both Pre-Tax, Roth Elective and After-Tax Contributions 3.3.1 In making his or her Pre-Tax Contribution Election, Roth Elective Contribution Election and After-Tax Contribution Election, a Participant may choose to defer or contribute between 0% and 20% (between 0% and 75% if the Participant is a Nonhighly Compensated Employee), in 1% increments. The Participant’s Pre-Tax Contribution Election, Roth Elective Contribution Election and After-Tax Contribution Election cannot together total more than 20% of his or her Compensation (75% in the case of a Nonhighly Compensated Employee). The Administrator may reduce the amount of any Pre-Tax Contribution Election, Roth Elective Contribution, or make such other modifications it deems necessary, so that the Plan complies with the provisions of Code Section 401(k). Pre-Tax, Roth Elective and After-Tax Contributions will be made on a payroll deduction basis and in accordance with uniform and nondiscriminatory rules and procedures established by the Administrator. A Participant’s Salary Deferral Election will apply only to Compensation paid to the Participant while he or she is an Eligible Employee. 3.3.2 A Participant may change his or her Pre-Tax, Roth Elective or After-Tax Contribution Election percentage or discontinue making Pre-Tax Contributions, Roth Elective


 
18 83298123v.26 Contributions or After-Tax Contributions, as frequently as permitted by the Administrator, by completing the form or following any other election change procedure prescribed by the Administrator. An election change will become effective according to the uniform and nondiscriminatory rules established by the Administrator. 3.3.3 Pre-Tax, Roth Elective and After-Tax Contributions will be delivered to the Funding Agent as of the earliest date they are known and can reasonably be segregated from the general assets of the Participating Employer. In no event will that date be later than the 15th business day of the month following the month they would have been paid to the Participant if he or she had not chosen to defer their payment or contribute them to the Plan. 3.3.4 Notwithstanding any other provision of the Plan, the amount contributed by the Participating Employers as Pre-Tax Contributions and Roth Elective Contributions and by Participants as After-Tax Contributions must not exceed, in the aggregate, 15% of the total Compensation for the Plan Year for those Participants employed by the Participating Employers eligible for an allocation for that Plan Year. In addition, the amount contributed by the Participating Employers to this Plan or any other qualified plan maintained by the Participating Employers pursuant to a Participant’s Pre-Tax Contribution Election and Roth Elective Contribution Election must not exceed the Code Section 402(g) limit applicable for that calendar year. 3.3.5 A Participant shall direct the investment of his or her Pre-Tax, Roth Elective and After-Tax Contributions into any of the Investment Funds selected by the Administrator pursuant to Section 9.3, in accordance with the procedures established by the Administrator. 3.4 Company Contributions 3.4.1 For each contribution period, as defined in Section 3.4.2, the Company will make a Company Contribution to the Company Contribution Account of each Matched Participant equal to 50% of all Basic Contributions made by the Matched Participant for that contribution period, less any Forfeitures credited against the Company Contribution for that contribution period. No Company Contributions will be made with respect to Supplemental Contributions or Catch-Up Contributions. Notwithstanding the foregoing, the Company reserves the right to reduce or eliminate the Company Contribution for prospective contribution periods. 3.4.2 The Company Contribution for each contribution period will be paid to the Funding Agent as soon as practicable. The Company Contribution will be allocated to the Company Contribution Account for each Matched Participant who made Basic Contributions during the contribution period, by multiplying the Matched Participant’s own Basic Contributions for the contribution period by the Company Contribution percentage as described in Section 3.4.1 for the contribution period. Each calendar week will be a contribution period. Subject to the special provisions of Section 3.11, all Company Contributions for a Plan Year will be allocated to Matched Participants’ Company Contribution Accounts no later than the due date (including all extensions) of the Company’s federal tax return for the fiscal year of the Company ending with or within the Plan Year. 3.4.3 All Company Contributions made to a Matched Participant’s Company Contribution Account as a result of the Matched Participant’s Basic Contributions shall be invested in the same 19 83298123v.26 manner that the Matched Participant has elected pursuant to Section 3.3.5 to invest such Basic Contributions. 3.4A Company Nonelective Contributions With respect to Participants who are Prevailing Wage Employees, the Company shall make a Company Nonelective Contribution to each such eligible Participant’s Company Nonelective Contribution Account on a monthly basis in accordance with the Prevailing Wage Contribution formula set forth in the applicable Prevailing Wage Contract. Participants shall invest such contributions in the same manner as set forth in Section 3.3.5. For purposes herein, the Prevailing Wage Contract shall mean a contract under which Employees are performing services subject to the Davis-Bacon Act, the McNamara-O’Hara Contract Service Act or any other federal, state, or municipal prevailing wage, or responsible wage law. The applicable Prevailing Wage Contracts are hereby incorporated by reference. All contributions made pursuant to this Section 3.4A shall be nondiscriminatory pursuant to the provisions of Code Section 401(a)(4) and other applicable law. 3.5 Rollover Contributions With the approval of the Administrator, a Participant or Eligible Employee may make a Rollover Contribution to the Plan. A Participant’s Rollover Contribution will be allocated to his or her Rollover Contribution Account no later than the first day of the month following the month in which the contribution is made. A Rollover Contribution must be made in cash. If an Employee makes a contribution that was intended to be a Rollover Contribution and the Funding Agent later discovers it was not a Rollover Contribution, the Funding Agent will distribute the balance of the Participant’s Rollover Contribution Account to him or her as soon as practicable. Notwithstanding the preceding, the Plan will accept a Rollover Contribution that includes participant loan receivables with respect to a Direct Rollover from the Lektro, Inc. 401(k) Plan to the Plan by a Participant who (a) was a former participant in the Lektro, Inc. 401(k) Plan, and (b) is a Lektro Employee; provided, however, that any such Rollover Contribution that includes a participant loan receivable may only be contributed to the Plan if the amount of such Rollover Contribution equals or exceeds the unpaid balance of the Participant’s loan receivable. 3.6 Establishment of Accounts 3.6.1 Each Participant to whom Pre-Tax Contributions are allocated will have a Pre-Tax Contribution Account. The Pre-Tax Contribution Account will be credited with the Pre-Tax Contributions allocable to the Participant and the income on those contributions, and will be debited with expenses, losses, withdrawals and distributions chargeable to those contributions. 3.6.2 Each Participant who makes After-Tax Contributions will have an After-Tax Contribution Account. The After-Tax Contribution Account will be credited with the After-Tax Contributions the Participant makes and the income on those contributions, and will be debited with expenses, losses, withdrawals and distributions chargeable to those contributions. 3.6.3 Each Matched Participant who makes Basic Contributions will have a Company Contribution Account. The Company Contribution Account will be credited with any Company 20 83298123v.26 Contributions made on behalf of the Matched Participant under Section 3.4, and the income on those contributions, and will be debited with expenses, losses, withdrawals and distributions chargeable to those contributions. 3.6.4 Each Participant who receives Company Nonelective Contributions pursuant to Section 3.4A will have a Company Nonelective Contribution Account. The Company Nonelective Contribution Account will be credited with any Company Nonelective Contributions made on behalf of the Participant under Section 3.4A, and the income on those contributions, and will be debited with expenses, losses, withdrawals and distributions chargeable to those contributions. 3.6.5 Each Participant who makes a Rollover Contribution to the Plan pursuant to Section 3.5 will have a Rollover Contribution Account. The Rollover Contribution Account will be credited with all Rollover Contributions made by the Participant and the income on those contributions, and will be debited with expenses, losses, withdrawals and distributions chargeable to those contributions. 3.6.6 Each Participant to whom Roth Elective Contributions are allocated will have a Roth Elective Contribution Account. The Roth Elective Contribution Account will be credited with the Roth Elective Contributions allocable to the Participant and the income on those contributions, and will be debited with expenses, losses, withdrawals and distributions chargeable to those contributions. 3.7 Limitation on Annual Additions to Accounts (a) For purposes of this Section 3.7, the term ‘annual additions’ includes all Pre-Tax Contributions, Roth Elective Contributions, After-Tax Contributions, Company Contributions, Company Nonelective Contributions, and Forfeitures allocated to the Participant’s Accounts for the Plan Year, but shall not include Catch-Up Contributions pursuant to Code Section 414(v) (as described in Section 3.1.1), and Excess Pre-Tax Contributions and Excess Roth Elective Contributions (as described in Section 3.10.4) that are distributed to the Participant by April 15th following the year for which they were contributed to the Plan. ‘Annual Additions’ also includes any employer and employee contributions and forfeitures allocated for the Plan Year under other defined contribution plans of the Company and the Affiliates, including (i) an individual medical benefit account (as defined in Code Section 415(l)(2)) which is a part of any such plan, or (ii) amounts derived from contributions paid or accrued after December 31, 1985, in taxable years ending after such date, which are attributable to post-retirement medical benefits, allocated to the separate account of a Key Employee (as defined in Code Section 419A(d)(3)) and under a welfare benefit fund (as defined in Code Section 419(e)) maintained by the Company. (b) Notwithstanding any provision of the Plan to the contrary, the total annual additions allocated for any Plan Year to the Account of a Participant and to his or her accounts under any other defined contribution plan maintained by the Company or an Affiliate shall not exceed the lesser amount of (a) $61,000, as adjusted in 21 83298123v.26 accordance with Code Section 415(d), or (b) 100% of the Participant’s Compensation, except that the compensation limitation described herein shall not apply to any employer contribution for medical benefits (within the meaning of Code Section 401(h) or 419A(f)(2)) which is otherwise treated as an ‘annual addition’ under Code Section 415(l)(1) or 419A(d)(2). 3.8 Limitations on Pre-Tax Contributions, Roth Elective Contributions, After-Tax Contributions and Company Contributions – Definitions For purposes of Sections 3.8 through 3.12, the terms defined below have the meanings ascribed to them in this Section 3.8. 3.8.1 Actual Contribution Percentage means the sum of any After-Tax Contributions and Company Contributions allocated to the Eligible Participant for the Plan Year, plus any of the Eligible Participant’s Pre-Tax Contributions and/or Roth Elective Contributions treated as Company Contributions for the Plan Year, divided by the Eligible Participant’s Plan Year Compensation, and stated as a percentage. All after-tax employee contributions and employer matching contributions made on behalf of a Highly Compensated Employee under all plans of the Company and its Affiliates will be aggregated to determine the Highly Compensated Employee’s Actual Contribution Percentage. A Company Contribution that is treated as a Pre-Tax Contribution under Section 3.11.7 is subject to Section 3.11 and is not taken into account in calculating an Eligible Participant’s Actual Contribution Percentage. A Company Contribution that is forfeited to correct Excess Aggregate Contributions, or because the contribution to which it relates is treated as an Excess Contribution, Excess Pre-Tax Contribution, Excess Roth Elective Contribution or Excess Aggregate Contribution is not taken into account in calculating the Eligible Participant’s Actual Contribution Percentage. The Actual Contribution Percentage of an Eligible Participant who does not make a Pre-Tax Contribution Election, Roth Elective Contribution Election or an After-Tax Contribution Election is 0.0%. 3.8.2 Actual Deferral Percentage means the amount of Pre-Tax Contributions and Roth Elective Contributions allocated to the Eligible Participant for the Plan Year, divided by his or her Plan Year Compensation, stated as a percentage. In calculating the Actual Deferral Percentage, Pre-Tax Contributions include Excess Pre-Tax Contributions and Roth Elective Contributions for Highly Compensated Employees (whether they were made under plans of unrelated employers or plans of the same or related employers) but do not include Excess Pre- Tax Contributions or Excess Roth Elective Contributions for Nonhighly Compensated Employees. The Actual Deferral Percentage of an Eligible Participant who does not make a Pre- Tax Contribution Election or a Roth Elective Contribution Election is 0.0%. 3.8.3 Aggregate Limit means the greater of: (a) the sum of: (i) 1.25 times the Average Actual Deferral Percentage or the Average Actual Contribution Percentage of the group, whichever is larger; and (ii) two percentage points plus the Average Actual Deferral Percentage or the Average Actual Contribution Percentage of the group, whichever is less,


 
22 83298123v.26 but in no event more than twice the lesser of the group’s Average Actual Deferral Percentage and its Average Actual Contribution Percentage; and (b) the sum of: (i) 1.25 times the Average Actual Deferral Percentage or the Average Actual Contribution Percentage of the group, whichever is less; and (ii) two percentage points plus the Average Actual Deferral Percentage or the Average Actual Contribution Percentage of the group, whichever is larger, but in no event more than twice the larger of the group’s Average Actual Deferral Percentage and its Average Actual Contribution Percentage. For purposes of this Section 3.8.4, the “group” is the group of Eligible Participants who are Nonhighly Compensated Employees for the preceding Plan Year. 3.8.4 Average Actual Contribution Percentage means the average of the Actual Contribution Percentages of the Eligible Participants in a group. 3.8.5 Average Actual Deferral Percentage means the average of the Actual Deferral Percentages of the Eligible Participants in a group. 3.8.6 Eligible Participant means any Employee who is eligible to make a Pre-Tax Contribution Election, a Roth Elective Contribution Election or an After-Tax Contribution Election any time during the Plan Year. 3.8.7 Excess Aggregate Contributions means, for any Plan Year in which the Actual Contribution Percentage Test under Section 3.12 of the Plan is not satisfied, the excess of the Company and After-Tax Contributions (and any Pre-Tax Contributions, Roth Elective Contributions or pre-tax salary deferrals under other plans, taken into account in determining the Actual Contribution Percentages) actually made on behalf of Highly Compensated Employees for the Plan Year, over the maximum amount of such contributions permitted under Section 3.12 of the Plan for the Plan Year. The amount of Excess Aggregate Contributions will be determined by first reducing the Company and After-Tax Contributions to the Highly Compensated Employees with the highest Actual Contribution Percentage by the lesser of (a) the amount necessary for the Actual Contribution Percentage of that Highly Compensated Employee to equal the Actual Contribution Percentage of the Highly Compensated Employee with the next highest Actual Contribution Percentage; and (b) the amount necessary for the Plan to satisfy the Actual Contribution Percentage Test under Section 3.12 of the Plan. This process will be repeated until the Plan satisfies the Actual Contribution Percentage Test under Section 3.12 of the Plan. Then, the aggregate amount of such reductions will be distributed by reducing the Company and After- Tax Contributions for the Highly Compensated Employee with the highest combined dollar amount of Company and After-Tax Contributions by the lesser of (a) the amount necessary for the dollar amount of that Highly Compensated Employee’s combined Company and After-Tax Contributions to equal the combined dollar amount of the Company and After-Tax Contributions of the Highly Compensated Employee with the next highest combined dollar amount of Company and After-Tax Contributions; and (b) the amount necessary for the Plan to satisfy the Actual Contribution Percentage Test. For each Highly Compensated Employee’s reductions, the 23 83298123v.26 Administrator will begin by making reductions in his or her Company Contributions, and will reduce the Highly Compensated Employee’s After-Tax Contributions only if his or her Company Contributions for the Plan Year have been reduced to zero and it is still necessary to reduce his or her Plan Year contributions. The amount of any Highly Compensated Employee’s Excess Aggregate Contributions is calculated after determining the Excess Contribution to be recharacterized as After-Tax Contributions for the Plan Year. To the extent required, if the Aggregate Limit in Section 3.8.3 of the Plan is exceeded, further reduction of the Actual Deferral Percentage for all Highly Compensated Employees will be made in a similar manner so that the Aggregate Limit is not exceeded. 3.8.8 Excess Contributions means for any Plan Year in which the Actual Deferral Percentage Test under Section 3.11 of the Plan is not satisfied, the excess of the Pre-Tax Contributions and Roth Elective Contributions (and any Company Contributions taken into account in determining the Actual Deferral Percentages) actually made on behalf of Highly Compensated Employees for the Plan Year, over the maximum amount of such contributions permitted under Section 3.11 of the Plan for the Plan Year. The amount of Excess Contributions will be determined by first reducing the Pre-Tax Contributions or Roth Elective Contributions, as applicable, of the Highly Compensated Employee with the highest Actual Deferral Percentage by the lesser of (a) the amount necessary for the Actual Deferral Percentage of that Highly Compensated Employee to equal the Actual Deferral Percentage of the Highly Compensated Employee with the next highest Actual Deferral Percentage; and (b) the amount necessary for the Plan to satisfy the Actual Deferral Percentage Test under Section 3.11 of the Plan. This process will be repeated until the Plan satisfies the Actual Deferral Percentage Test under Section 3.11 of the Plan. Then, the aggregate amount of such reductions will be distributed by reducing the Pre- Tax Contributions or Roth Elective Contributions, as applicable, for the Highly Compensated Employee with the highest dollar amount of Pre-Tax Contributions or Roth Elective Contributions, as applicable, by the lesser of (a) the amount necessary for the dollar amount of that Highly Compensated Employee’s Pre-Tax Contributions or Roth Elective Contributions, as applicable, to equal the Pre-Tax Contributions or Roth Elective Contributions, as applicable, of the Highly Compensated Employee with the next highest dollar amount of Pre-Tax Contributions or Roth Elective Contributions, as applicable,; and (b) the amount necessary for the Plan to satisfy the Actual Deferral Percentage Test. 3.8.9 Excess Pre-Tax Contribution means the amount of Pre-Tax Contributions for a calendar year that are includible in a Participant’s gross income under Code Section 402(g) because the Participant’s elective deferrals exceed the dollar limitation under Code Section 402(g) as determined under Sections 3.11 and 3.12. 3.8.10 Excess Roth Elective Contribution means the amount of Roth Elective Contributions for a calendar year that are includible in a Participant’s gross income under Code Section 402(g) because the Participant’s elective deferrals exceed the dollar limitation under Code Section 402(g) as determined under Sections 3.9 and 3.10. 3.9 Maximum Amount of Pre-Tax Contributions and Roth Elective Contributions The total amount of Pre-Tax Contributions, Roth Elective Contributions, 401(k) contributions under another qualified plan, and deferrals under a Code Section 403(b) annuity, a 24 83298123v.26 simplified employee pension and/or a simple retirement account allocated to a Participant in any calendar year cannot exceed the dollar limitation in effect under Code Section 402(g) for that year. 3.10 Correction of Excess Pre-Tax Contributions and Excess Roth Elective Contributions 3.10.1 Excess Pre-Tax Contributions or Excess Roth Elective Contributions, as applicable, as adjusted per Section 3.10.2, will be distributed to each Participant on whose behalf they were made no later than the first April 15 following the close of the taxable year of the Participant for which they were allocated. In no event may the amount distributed under this Section 3.10 exceed the Participant’s total Pre-Tax Contributions or Roth Elective Contributions, as applicable (as adjusted under Section 3.10.2 for income and losses allocable to them) for the taxable year for which he or she had Excess Pre-Tax Contributions or Excess Roth Elective Contributions, as applicable. 3.10.2 The Excess Pre-Tax Contributions or Excess Roth Elective Contributions, as applicable, to be distributed to a Participant will be adjusted for income or losses through the close of the Plan Year for which they were made, with such income or losses determined in a nondiscriminatory manner (within the meaning of Code Section 401(a)(4)) consistent with the valuation of Participant Accounts under Section 9.4. 3.10.3 If a Participant has Excess Pre-Tax Contributions or Excess Roth Elective Contributions, as applicable, but only when taking into account his or her pre-tax contributions under another plan, in order to receive a distribution of Excess Pre-Tax Contributions or Excess Roth Elective Contributions, as applicable, he or she must make a written claim to the Administrator no later than the March 15 following the taxable year of the Participant for which the contributions were made. The claim must specify the amount of the Participant’s Excess Pre- Tax Contributions or Excess Roth Elective Contributions, as applicable, for the preceding taxable year and be accompanied by the Participant’s written statement that if those amounts are not distributed, the Participant’s Pre-Tax Contributions or Roth Elective Contributions, as applicable, when added to amounts deferred under other plans or arrangements described in Code Sections 401(k), 402(h)(1)(B) (a simplified employee pension), 403(b) (an annuity plan) or 408(p)(2)(A)(i) (a simple retirement plan) will exceed the limit imposed on the Participant by Code Section 402(g) for the year in which the deferral occurred. 3.10.4 Excess Pre-Tax Contributions or Excess Roth Elective Contributions, as applicable, distributed prior to the first April 15 following the close of the Participant’s taxable year will not be treated as Annual Additions under Section 3.7 for the preceding Limitation Year. 3.10.5 Any Pre-Tax Contributions or Roth Elective Contributions, as applicable, that are properly distributed under Section 3.8 as excess Annual Additions are disregarded in determining if there are any Excess Pre-Tax Contributions or Excess Roth Elective Contributions, as applicable. 3.11 Actual Deferral Percentage Test 3.11.1 The Average Actual Deferral Percentage for Eligible Participants who are Highly Compensated Employees for the Plan Year may not exceed the greater of: 25 83298123v.26 (a) the Average Actual Deferral Percentage for Eligible Participants who are Nonhighly Compensated Employees for the Plan Year multiplied by 1.25; and (b) the lesser of: (i) the Average Actual Deferral Percentage for Eligible Participants who are Nonhighly Compensated Employees for the Plan Year multiplied by two and (ii) the Average Actual Deferral Percentage for Eligible Participants who are Nonhighly Compensated Employees for the Plan Year plus two percentage points. 3.11.2 The provisions of Code Section 401(k)(3) are incorporated by reference. 3.11.3 If this Plan satisfies the requirements of Code Sections 401(a)(4), 401(k), and 410(b) only if aggregated with one or more other plans, or if one or more other plans satisfy the requirements of those Code sections only if aggregated with this Plan, then this Section 3.11 is applied by determining the Actual Deferral Percentages of Eligible Participants as if all the plans were a single plan. 3.11.4 The Administrator also may treat one or more plans as a single plan with the Plan whether or not the aggregated plans must be aggregated to satisfy Code Sections 401(a)(4) and 410(b). However, those plans must then be treated as one plan under Code Sections 401(a)(4), 401(k), and 410(b). Plans may be aggregated under this Section 3.11.4 only if they have the same plan year. 3.11.5 Pre -Tax Contributions and Roth Elective Contributions may be considered made for a Plan Year if made no later than the end of the 12-month period beginning on the day after the close of the Plan Year. 3.11.6 The determination and treatment of the Pre-Tax Contributions and Roth Elective Contributions and Actual Deferral Percentage of any Participant must satisfy all requirements prescribed by the Secretary of the Treasury, including, without limitation, record retention requirements. 3.11.7 The Administrator will limit the election and allocation of Pre-Tax Contributions and Roth Elective Contributions in order to avoid the creation of Excess Contributions. If and to the extent necessary or desirable, the Administrator will recharacterize Excess Contributions as After-Tax Contributions, or will distribute Excess Contributions. Recharacterized Excess Contributions will be treated as required in Treasury Regulations Section 1.401(k)-1(f)(3). The Administrator will recharacterize Excess Contributions within two and one-half months after the close of the Plan Year in which they arose. A distribution of Excess Contributions will normally be made within the same time frame. At all events, a corrective distribution of Excess Contributions must be made no later than 12 months after the end of the Plan Year in which they arose, and will include income allocable to the excess Contributions for the Plan Year in which they arose. The method used to determine the income allocable to Excess Contributions that are distributed will not violate Code Section 401(a)(4), and will be applied consistently for all


 
26 83298123v.26 Participants and all corrective distributions for any Plan Year. Any distribution to a Participant of less than the entire amount of his or her Excess Contributions will be treated as a pro rata distribution of Excess Contributions and income. The Administrator may combine the correction methods described in this Section 3.11.7. The amount of Excess Contributions to be recharacterized or distributed to a Participant under this Section 3.11.7 will be reduced by any Excess Pre-Tax Contributions or Excess Roth Elective Contributions previously distributed to the Participant for his or her taxable year ending with or within the Plan Year. Similarly, the amount of Excess Pre-Tax Contributions or Excess Roth Elective Contributions to be distributed for a Participant’s taxable year will be reduced by the amount of any Excess Contributions previously distributed or recharacterized as to that Participant for the Plan Year beginning with or within the Participant’s taxable year. 3.11.8 If a Highly Compensated Employee is a Participant under two or more cash or deferred arrangements, all such cash or deferred arrangements shall be treated as one cash or deferred arrangement for the purpose of determining the Average Actual Deferral Percentage with respect to such Highly Compensated Employee. However, if the cash or deferred arrangements have different Plan Years, then all Pre-Tax Contributions or Roth Elective Contributions made during the Plan Year being tested under all such cash or deferred arrangements shall be aggregated, without regard to the plan years of the other plans. Notwithstanding the foregoing, plans that are not permitted to be aggregated under Treas. Reg. section 1. 401(k) – 1(b)(4) are not required to be aggregated for purposes of this Section 3.11.8. 3.12 Actual Contribution Percentage Test 3.12.1 The Average Actual Contribution Percentage for Eligible Participants who are Highly Compensated Employees for the Plan Year may not exceed the greater of: (a) the Average Actual Contribution Percentage for Eligible Participants who are Nonhighly Compensated Employees for the Plan Year multiplied by 1.25; and (b) the lesser of: (i) the Average Actual Contribution Percentage for Eligible Participants who are Nonhighly Compensated Employees for the Plan Year multiplied by two; and (ii) the Average Actual Contribution Percentage for Eligible Participants who are Nonhighly Compensated Employees for the Plan Year plus two percentage points. 3.12.2 The provisions of Code Section 401(m)(2) are incorporated by reference. 3.12.3 If this Plan satisfies the requirements of Code Section 401(a)(4), 401(k) and 410(b) only if aggregated with one or more other plans, or if one or more other plans satisfy the requirements of those Code sections only if aggregated with this Plan, then this Section 3.12 is applied by determining the Actual Contribution Percentage of Eligible Participants as if all the plans were a single plan. 27 83298123v.26 3.12.4 The Administrator also may treat one or more plans as a single plan with the Plan, whether or not the aggregated plans must be aggregated to satisfy Code Sections 401(a)(4) and 410(b). However, those plans must then be treated as one plan under Code Sections 401(a)(4), 401(m) and 410(b). Plans may be aggregated under this Section 3.12.4 only if they have the same plan year. 3.12.5 An After-Tax Contribution is considered made for a Plan Year if it is deducted from the Participant’s Compensation during the Plan Year and transmitted to the Trustee within a reasonable period after that. A Company Contribution is considered made for a Plan Year if it is allocated to a Matched Participant’s Account as of a date within the Plan Year, is actually paid to the Trust no later than 12 months after the Plan Year, and is made on account of the Matched Participant’s Basic Contributions for the Plan Year. A Pre-Tax Contribution or Roth Elective Contribution may be considered made under this Section 3.12 for a Plan Year if it is recharacterized for purposes of Section 3.11, and if it is includible in the gross income of the Participant as of a date during that Plan Year. A recharacterized Pre-Tax Contribution or Roth Elective Contribution is includible in a Participant’s gross income as of the date it would have been paid to the Participant, had the Participant not elected to defer it into the Plan. 3.12.6 The determination and treatment of After-Tax and Company Contributions and the Actual Contribution Percentage of any Participant must satisfy all requirements prescribed by the Secretary of Treasury, including, without limitation, record retention requirements. 3.12.7 The Administrator will limit the making of After-Tax Contributions in order to avoid the creation of Excess Aggregate Contributions. If and to the extent necessary or desirable, the Administrator will forfeit any Excess Aggregate Contributions that were Company Contributions and that were not vested, and will distribute to the Participant who made them any Excess Aggregate Contributions that were After-Tax Contributions, and will distribute to the Matched Participant to whom they were allocated any Excess Aggregate Contributions that were Company Contributions and were vested. A distribution of Excess Aggregate Contributions will normally be made within two and one-half months after the close of the Plan Year in which they arose. At all events, a corrective distribution of Excess Aggregate Contributions must be made no later than 12 months after the end of the Plan Year in which they arose, and will be adjusted for income allocable to the Excess Aggregate Contributions for the Plan Year in which they arose. The method used to determine the income allocable to any Excess Aggregate Contributions that are distributed will not violate Code Section 401(a)(4), and will be applied consistently for all Participants and all corrective distributions for any Plan Year. Any distribution to a Participant of less than the entire amount of his or her Excess Aggregate Contributions will be treated as a pro rata distribution of Excess Aggregate Contributions and income. The Administrator may combine the correction methods described in this Section 3.12.7. 3.12.8 For purposes of this Section 3.12, if a Highly Compensated Employee is a Participant under two or more cash or deferred arrangements, all such cash or deferred arrangements shall be treated as one cash or deferred arrangement for the purpose of determining the Average Actual Contribution Percentage with respect to such Highly Compensated Employee. However, if the cash or deferred arrangements have different Plan Years, then all After-Tax Contributions and Company Contributions made during the Plan Year being tested under all such 28 83298123v.26 cash or deferred arrangements shall be aggregated, without regard to the plan years of the other plans. ARTICLE IV Vesting 4.1 Vesting in After-Tax, Company Nonelective, Pre-Tax, Roth Elective and Rollover Contributions Accounts A Participant is always 100% vested in the balance of his or her After-Tax Contribution Account, Company Nonelective Contribution Account, Pre-Tax Contribution Account, Roth Elective Contribution and Rollover Contribution Account. 4.2 Vesting in Company Contribution and Contingent Accounts 4.2.1 A Participant becomes vested in any balance of his or her Company Contribution Account and Contingent Account according to the following Schedule: Years of Service Percent Fewer than 2 0% 2 but fewer than 3 20% 3 but fewer than 4 40% 4 but fewer than 5 60% 5 or more 100% 4.2.2 Notwithstanding the foregoing, a Participant will become 100% vested in the balance of his or her Company Contribution Account and Contingent Account if: (a) he or she reaches age 65 while employed by the Company or one of its Affiliates; (b) he or she separates from service due to Disability; (c) he or she dies while employed by the Company or one of its Affiliates; (d) he or she is employed by the Company or one of its Affiliates involved in a transaction and the Committee, in its discretion, fully vests the Participant in connection with the transaction. 4.2.3 If a Participant is hired by the Company or one of its Affiliates as a result of an acquisition, the Committee (or its delegate) may, in its discretion, give the Participant and all other Participants hired under the same circumstances as a result of the same acquisition credit for service with a prior employer for purposes of vesting. 4.3 Forfeitures 4.3.1 A Participant forfeits the non-vested portion of his or her Company Contribution and Contingent Accounts on the earlier of: (a) the date as of which he or she receives a distribution of 29 83298123v.26 his or her entire Company Contribution and Contingent Accounts and (b) the date his or her Period of Separation equals five years. The nonvested amount so forfeited is a Forfeiture. If the Participant incurs a Forfeiture under clause (a) above and his or her Period of Separation is shorter than five years, the Forfeiture is restored, and the Period of Separation counts towards the Participant’s Years of Service, along with service before and after the Period of Separation, in determining the Participant’s Years of Service for purposes of Section 4.2. If the Period of Separation is five years or longer, the Forfeiture will not be restored, but the Period of Separation counts towards the Participant’s Years of Service, along with service before and after the Period of Separation, in determining the Participant’s Years of Service for purposes of Section 4.2. If a Participant begins a Period of Separation by way of a maternity or paternity leave, this Section 4.3.1 will be read by substituting the number ‘six’ for the number ‘five’ wherever the latter number appears. A ‘maternity or paternity leave’ is an absence from work because of the Participant’s pregnancy, the birth of a child to or placement of a child for adoption with the Participant, or the need to care for the Participant’s child immediately following its birth to or placement with the Participant. 4.3.2 Amounts that become Forfeitures during a month will be used to restore Forfeitures to rehired Participants as provided in Section 4.3.1. Any remaining Forfeitures during a month will be used to pay the administrative expenses of the Plan in the following order: Trustee’s fees, communications to Participants, nondiscrimination testing, enrollment fees, required minimum distribution fees, auditors’ fees, consulting and legal fees and other similar administrative expenses. Any remaining Forfeitures during a month will be used to reduce the Company’s obligation to make Company Contributions in that month or succeeding months. Any remaining Forfeitures during a month will be used to pay fees associated with Participant communications to Participants involved in an acquisition or divestiture and Participant Account adjustments, as determined by the Committee or its delegate. While awaiting allocation, until such time as the Company applies Forfeitures to the purposes described above, they will be invested in a default fund selected by the Company. ARTICLE V Timing of Distributions to Participants 5.1 Separation from Service Upon his or her separation from service with the Company and all Affiliates for any reason, a Participant will be entitled to receive the vested portion of his or her Account Balance, determined in accordance with the provisions of Article IV and the valuation rules established for each Investment Fund. The date as of which the Participant’s Account Balance is determined will be the Valuation Date preceding the date of distribution. 5.2 Start of Benefit Payments 5.2.1 Except as provided in Sections 5.2.2 and 5.2.3, unless a Participant otherwise elects, payment of benefits will begin no later than the 60th day after the close of the Plan Year in which the latest of the following events occurs: (a) the Participant’s 65th birthday;


 
30 83298123v.26 (b) the 10th anniversary of the year in which the Participant commenced participation; and (c) the Participant’s separation from service. If the amount of benefits payable to or in respect of a Participant cannot be determined by the benefit commencement date described in the preceding sentence, or if the Administrator cannot locate the Participant (or, if the Participant has died, his or her Beneficiary) after making a reasonable effort to do so, benefit payments will begin no later than 60 days after the amount of the Participant’s benefits can first be determined or the Participant (or his or her Beneficiary) is located, in the amount necessary to bring the payments up to date, as if they had begun on the benefit commencement date described in the preceding sentence. 5.2.2 The Participant’s Account Balance will be distributed as soon as practicable after the Participant elects a distribution following the Participant’s separation from service. However, pursuant to Section 6.1, upon severance from employment, a Participant may elect to defer distribution of the Participant’s Account Balance until a date that is no later than the Participant’s Required Beginning Date only if such Account Balance exceeds $5,000. A Participant will be deemed to have elected to defer payment of benefits from the Plan until the date the Participant requests a distribution from the Plan in a manner consistent with the uniform and nondiscriminatory rules established by the Administrator. 5.2.3 Notwithstanding any other provision of this Plan, a Participant must begin to receive his or her benefit no later than his or her Required Beginning Date. The amount to be distributed each year will be the minimum amount required to satisfy Code Section 401(a)(9) and the regulations promulgated thereunder, determined with no recalculation of life expectancy. The Required Beginning Date of a Participant is April 1 of the calendar year following the later of the calendar year in which the Participant reaches age 72 (age 701/2 if the Participant was born before July 1, 1949) or, retires. Notwithstanding any other provision of this Section 5.2.3, if a Participant is a five percent owner (as defined in Code Section 416) for the Plan Year ending in the calendar year in which he or she reaches age 72 (age 701/2 if the Participant was born before July 1, 1949), his or her Required Beginning Date is April 1 of the following calendar year. 5.2.4 Notwithstanding any other provision of this Plan, all Plan distributions will comply with Code Section 401(a)(9), including Department of Treasury Regulation Section 1.401(a)(9)-2 through 1.401(a)(9)-9, as promulgated under Final and Temporary Regulations published in the Federal Register on April 17, 2002 (the ‘401(a)(9) Regulations’), with respect to minimum distributions under Code Section 401(a)(9). In addition, the benefit payments distributed to any Participant will satisfy the incidental death benefit provisions under Code Section 401(a)(9)(G) and Department of Treasury Regulation Section 1.401(a)(9)-5(d), as promulgated in the 401(a)(9) Regulations. 5.2.5 If the Participant dies after beginning distribution of his or her Account Balance, the remainder of the Account Balance will be payable in accordance with Section 7.1. Notwithstanding the foregoing, the Participant’s Account Balance must continue to be distributed at least as rapidly as under the method of distribution in effect before the Participant died. 31 83298123v.26 5.2.6 If the Participant dies before beginning distribution of his or her Account Balance, the Participant’s Account Balance will be distributed as provided under Section 7.1, but distribution must be completed within five years after the Participant dies. Notwithstanding the foregoing, the Participant’s Beneficiary may receive the Account Balance over his or her life or over a period not extending beyond his or her life expectancy, so long as distribution begins within one year after the Participant dies, or, if the Beneficiary is the Participant’s Surviving Spouse, by the date the Participant would have reached age 72 (age 701/2 if the Participant was born before July 1, 1949). Furthermore, if the Participant’s Surviving Spouse is the Beneficiary and dies before distribution begins, the next Beneficiary to take may receive benefits over his or her life or a period not exceeding his or her life expectancy, so long as distribution begins by the date the Surviving Spouse would have reached age 72 (age 701/2 if the Participant was born before July 1, 1949). 5.2.7 Notwithstanding the provisions of Section 5.2 to the contrary, in accordance with Section 2203 of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, the requirement for minimum distributions under this Section 5.2 is waived for calendar year 2020, provided however, that a Participant or Beneficiary who otherwise would have received a minimum distribution in 2020 may request that such distribution occur. A Participant or Beneficiary who receives a payment with respect to 2020 that otherwise would have qualified as a required minimum distribution, including payments having a Required Beginning Date of April 1, 2020 (prior to implementation of this section (5.2.7)), may be permitted to roll such distribution over to an eligible retirement plan as described in Section 6.5. Monthly distributions in pay status may be suspended under this paragraph at the request of the Participant or Beneficiary receiving such payments. Notwithstanding anything herein to the contrary, this section 5.2.7 is intended to and will be administered to comply with Section 2203 of the CARES Act, IRS Notice 2020-50 and any future guidance, rules or regulations issued by the IRS. 5.3 Distribution of Amounts held in a Participant’s Pre-Tax Contribution Account and Roth Elective Contribution Account. Amounts held in a Participant’s Pre-Tax Contribution Account and Roth Elective Contribution Account are not distributable earlier than upon: (1) the Participant’s severance from employment. Notwithstanding anything herein to the contrary, a severance from employment shall not occur when an individual changes status from an Eligible Employee to a Leased Employee; (2) the Participant’s death; (3) the Participant’s Disability; (4) the Participant’s attainment of age 59-1/2; (5) the proven financial hardship of the Participant as described in Section 6.6.3; or (6) the termination of the Plan without the “employer” maintaining an “alternative defined contribution plan” at any time during the period beginning on the date of plan termination and ending 12 months after all assets have been distributed from the Plan. Such a distribution must be made in a “lump sum.” For purposes of this 32 83298123v.26 Section, the terms “employer,” “alternative defined contribution plan,” and “lump sum” are as defined under Treasury Regulation Section 1.401(k)-1(d)(4). ARTICLE V-A Required Minimum Distributions Section 5-A.1 General Rules. 5-A.1.1. Precedence. The requirements of this Article 5-A will take precedence over any inconsistent provisions of the Plan. 5-A.1.2. Requirements of Treasury Regulations Incorporated. All distributions required under this Article 5-A will be determined and made in accordance with the Treasury regulations under Section 401(a)(9) of the Code. Section 5-A.2 Time and Manner of Distribution. 5-A.2.1. Required Beginning Date. The Participant’s entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s required beginning date. 5-A.2.2. Death of Participant Before Distribution Begin. If the Participant dies before distributions begin, the Participant’s entire interest will be distributed, or begin to be distributed, no later than as follows: (a) If the Participant’s Surviving Spouse is the Participant’s sole designated Beneficiary, then distributions to the Surviving Spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 72 (age 701/2 if the Participant was born before July 1, 1949), if later. (b) If the Participant’s Surviving Spouse is not the Participant’s sole designated Beneficiary, then distributions to the designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died. (c) If there is no designated Beneficiary as of September 30 of the year following the year of the Participant’s death, the Participant’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death. (d) If the Participant’s Surviving Spouse is the Participant’s sole designated Beneficiary and the Surviving Spouse dies after the Participant but before distributions to the Surviving Spouse begin, this Section 5-A.2.2, other than section 5-A.2.2(a), will apply as if the Surviving Spouse were the Participant. For purposes of this Section 5-A.2.2 and Section 5-A.4, unless Section 5-A.2.2(d) applies, distributions are considered to begin on the Participant’s Required 33 83298123v.26 Beginning Date. If Section 5-A.2.2(d) applies, distributions are considered to begin on the date distributions are required to begin to the Surviving Spouse under Section 5-A.2.2(a). If distributions under an annuity purchased from an insurance company irrevocably commence to the Participant before the Participant’s Required Beginning Date (or to the Participant’s Surviving Spouse before the date distributions are required to begin to the Surviving Spouse under Section 5- A.2.2(a)), the date distributions are considered to begin is the date distributions actually commence. 5-A.2.3. Forms of Distribution. Unless the Participant’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the Required Beginning Date, as of the first distribution calendar year distributions will be made in accordance with Sections 5-A.3 and 5-A.4. If the Participant’s interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Section 401(a)(9) of the Code of the Treasury regulations. Section 5-A.3 Required Minimum Distributions During Participant’s Lifetime. 5-A.3.1. Amount of Required Minimum Distribution For Each Distribution Calendar Year. During the Participant’s lifetime, the minimum amount that will be distributed for each distribution calendar year is the lesser of: (a) the quotient obtained by dividing the Participant’s account balance by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)9 of the Treasury regulations using the Participant’s age as of the Participant’s birthday in the distribution calendar year; or (b) if the Participant’s sole designated Beneficiary for the distribution calendar year is the Participant’s Spouse, the quotient obtained by dividing the Participant’s account balance by the number in the Joint and Last Survivor Table set forth in Section 1.4019a)(9)-9 of the Treasury regulations, using the Participant’s and Spouse’s attained ages as of the Participant’s and Spouse’s birthdays in the distribution calendar year. 5-A.3.2. Lifetime Required Minimum Distributions Continue Through Year of Participant’s Death. Required minimum distributions will be determined under this Section 5A.3 beginning with the first distribution calendar year and up to and including the distribution calendar year that includes the Participant’s date of death. Section 5-A.4 Required Minimum Distributions After Participant’s Death. 5-A.4.1. Death On or After Date Distributions Begin. (a) Participant Survived by Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the longer of the remaining life expectancy of the Participant or the


 
34 83298123v.26 remaining life expectancy of the Participant’s designated Beneficiary, determined as follows: (1) The Participant’s remaining life expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year. (2) If the Participant’s Surviving Spouse is the Participant’s sole designated Beneficiary, the remaining life expectancy of the Surviving Spouse is calculated for each distribution calendar year after the year of the Participant’s death using the Surviving Spouse’s age as of the Spouse’s birthday in that year. For distribution calendar years after the year of the Surviving Spouse’s death, the remaining life expectancy of the surviving Spouse is calculated using the age of the Surviving Spouse as of the Spouse’s birthday in the calendar year of the Spouse’s death, reduced by one for each subsequent calendar year. (3) If the Participant’s Surviving Spouse is not the Participant’s sole designated Beneficiary, the designated Beneficiary’s remaining life expectancy is calculated using the age of the Beneficiary in the year following the year of the Participant’s death, reducing by one for each subsequent year. (b) No Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is no designated Beneficiary as of September 30 of the year after the year of the Participant’s death, the minimum amount that will be distributed for each distribution calendar year after the of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the Participant’s remaining life expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year. 5-A.4.2. Death Before Date Distributions Begin. (a) Participant Survived by Designated Beneficiary. If the Participant dies before the date distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the remaining life expectancy of the Participant’s designated Beneficiary, determined as provided in Section 5-A.4.1. (b) No Designated Beneficiary. If the Participant dies before the date distributions begin and there is no designated Beneficiary as of September 30 of the year following the year of the Participant’s death, distribution of the Participant’s entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death. (c) Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin. If the Participant dies before the date distributions begin, the Participant’s Surviving Spouse is the Participant’s sole designated Beneficiary, and the 35 83298123v.26 Surviving Spouse dies before distributions are required to begin to the Surviving Spouse under Section 5-A.2.2.(a), this Section 5-A.4.2 will apply as if the Surviving Spouse were the Participant. Section 5-A.5 Definitions. 5-A.5.1. Designated Beneficiary. The individual who is designated as the Beneficiary under the Plan and is the designated Beneficiary under Section 401(a)(9) of the Code and Section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations. 5-A.5.2. Distribution Calendar Year. A calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participant’s Required Beginning Date. For distributions beginning after the Participant’s death, the first distribution calendar year is the calendar year in which distributions are required to begin under Section 5-A.2.2. The required minimum distribution for the Participant’s first distribution calendar year will be made on or before the Participant’s Required Beginning Date. The required minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Participant’s Required Beginning Date occurs, will be made on or before December 31 of that distribution calendar year. 5-A.5.3. Life Expectancy. Life expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury regulations. 5-A.5.4. Participant’s Account Balance. The account balance as of the last valuation date in the calendar year immediately preceding the distribution calendar year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the account balance as of the dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. The account balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year. 5-A.5.5. Required Beginning Date. The date specified in Section 5.2.3 of the Plan. ARTICLE VI Forms of Benefit, In-Service Withdrawals and Loans 6.1 Cashout of Small Amounts A Participant’s Account Balance shall be determined without regard to that portion of the Participant’s Account that is attributable to a rollover contribution, and the earnings allocable thereto, within the meaning of Sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16) of the Code. If the Participant’s Account Balance, as so determined, is $5,000 or less, the Plan may distribute the Participant’s entire vested Account without the Participant’s consent or the consent of his or her Spouse. Provided, however, in the event such a mandatory distribution exceeds $1,000, determined taking into account, however, all prior rollovers from the other plans 36 83298123v.26 on behalf of the Participant, if the Participant does not elect to have such distribution paid directly to an eligible retirement plan specified by a Participant in a direct rollover or to receive a distribution paid directly to the Participant, then the Plan Administrator will cause the distribution to be paid in a direct rollover to an individual retirement plan designated by the Plan Administrator. If such mandatory distribution amount does not exceed $1,000, the Account Balance will be paid in one lump sum to the Participant as soon as practicable after the Participant’s separation from service, without his or her consent or the consent of his or her Spouse. For purposes of this Section 6.1 and the determination of whether a Participant’s Account Balance is greater than $1,000, the Participant’s Roth Elective Contribution Account and the Participant’s other accounts comprising the remainder of the Participant’s Account Balance shall be treated as accounts held under two separate plans (within the meaning of Section 414(l) of the Code). 6.2 Medium of Distribution A Participant’s Account Balance will be distributed by check to the Participant or Beneficiary entitled to it (or to his or her designated agent). Alternatively, as to any amount invested in the FMC Stock Fund at the time of distribution, the Participant or, where applicable, his or her Beneficiary, may request a certificate representing the whole shares of FMC Stock held for him or her, and a check representing any fractional share. The Administrator will establish uniform and nondiscriminatory rules governing the timing, content and manner of elections under this Section 6.2. 6.3 Forms of Benefit 6.3.1 A Participant or Beneficiary may elect to have his or her Account Balance distributed in any of the forms described below. (a) Lump Sum: This form of benefit pays the entire Account Balance in one payment. (b) Installments for a Fixed Period: The Participant or Beneficiary may elect to receive annual, quarterly or monthly installments over a fixed period of 20 years or less 6.3.2 If the Participant chooses to receive installments, the size of each installment will be calculated by dividing the Account Balance determined as of the date described in Section 5.1 by the total number of installments remaining to be paid. 6.3.3 The Administrator will establish uniform and nondiscriminatory rules governing the timing, content and manner of elections under this Section 6.3. 6.4 Change in Form, Timing or Medium of Benefit Payment Any former Employee who is a Participant and who has chosen to defer payment of his or her Account Balance may request a change in the form, timing or medium in which his or her Account Balance will be paid, so long as the revised election conforms to Section 6.3. Once benefit payments have begun, no Participant may change the form, timing or medium of payment of his or her Account Balance. 37 83298123v.26 6.5 Direct Rollover of Eligible Rollover Distributions 6.5.1 Notwithstanding any provision of the Plan, a Distributee may elect, at the time and in the manner prescribed below, to have any portion of an Eligible Rollover Distribution paid in a Direct Rollover to an Eligible Retirement Plan specified by the Distributee. 6.5.2 At least 30, but no more than 90, days before the Annuity Starting Date, the Administrator will furnish the Participant with a notice containing information regarding his or her right to take distribution directly or to elect a Direct Rollover, and some of the federal tax consequences of the alternative types of distribution. The notice must meet the requirements of Code Section 402(f). The Administrator will give the Participant an election period of at least 30 days to decide whether to elect a Direct Rollover. Notwithstanding the foregoing, the election period may end immediately after the Participant makes an affirmative election as to whether to receive the distribution directly or in the form of a Direct Rollover, so long as the Participant is properly informed of his or her right to a full 30-day election period, and waives the remainder of the election period. 6.5.3 Notwithstanding any provision herein to the contrary, with respect to any portion of a distribution from the Plan of a deceased Employee, an individual who is the designated Beneficiary (as defined by Code Section 401(a)(9)(E)) of the Employee and who is not the Surviving Spouse of the Employee shall be permitted to make a direct trustee-to-trustee transfer of the distribution to an individual retirement plan described in Code Section 402(c)(8)(B)(i) or (ii) established for the purposes of receiving the distribution on behalf of such designated Beneficiary. In such event, the transfer shall be treated as an Eligible Rollover Distribution, the individual retirement plan shall be treated as an inherited individual retirement account or individual retirement annuity (within the meaning of Code Section 408(d)(3)(C)) and Code Section 401(a)(9)(B) (other than clause (iv) thereof) shall apply to such individual retirement plan. 6.6 In-service and Hardship Withdrawals 6.6.1 An active Participant who has reached age 591/2 may elect to withdraw all or any part of his or her Account. The Administrator will establish uniform and nondiscriminatory procedures for requesting, granting and processing in-service withdrawals under this Section 6.6.1, which may include telephonic or electronic procedures, as and to the extent permitted by applicable law or regulation. 6.6.2 An active Participant who has not reached age 591/2 may make a withdrawal of the following portions of the Participant’s Account Balance in the order listed below: (a) all or part of the After-Tax Contributions he or she made to the FMC Plans after March 31, 1986 and before January 1, 1987; (b) all earnings or appreciation attributable to After-Tax Contributions he or she made to the FMC Plans after March 31, 1986 and before January 1, 1987; (c) all or part of the After-Tax Contributions he or she made to the FMC Plans, the FMCTI Plan, or to the Plan after December 31, 1986;


 
38 83298123v.26 (d) all or part of his or her After-Tax Contributions made to the FMC Plans before April 1, 1982, or, if less, the amount in the Participant’s After-Tax Contribution Account allocable to those contributions; (e) any amount remaining in the Participant’s After-Tax Contribution Account that is allocable to After-Tax Contributions made to the FMC Plans before April 1982; (f) all earnings or appreciation attributable to the After-Tax Contributions he or she made to the FMC Plans, the FMCTI Plan, or to the Plan after December 31, 1986; (g) all the vested value of his or her Contingent Account; and (h) all of the current value of vested Company Contributions and FMC contributions made as to After-Tax Contributions he or she made to the Plan, the FMCTI Plan, or FMC Plans after December 31, 1986 and before January 1, 2011. The Administrator will establish uniform and nondiscriminatory procedures for requesting, granting and processing in-service withdrawals under this Section 6.6.2, which may include electronic or telephonic procedures, as and to the extent permitted by applicable law or regulation. 6.6.3 An active Participant may make a hardship withdrawal from his or her Pre-Tax Contribution Account or Roth Elective Contribution Account if he or she demonstrates to the Administrator that the withdrawal is necessary to satisfy the Participant’s immediate and financial need. A hardship withdrawal cannot exceed 100% of such Participant’s Pre-Tax Contribution Account or Roth Elective Contribution Account (including adjustment for any income credited to such Participant’s Pre-Tax Contribution Account or Roth Elective Contribution Account) at the date of the withdrawal. In addition, the minimum hardship withdrawal permitted is $500, or, if less, the total amount of a Participant’s Pre-Tax Contribution Account or Roth Elective Contribution Account (including adjustment for any income credited to such Participant’s Pre-Tax Contribution Account or Roth Elective Contribution Account) at the date of withdrawal. (a) A distribution is on account of an immediate and heavy financial need if it is for: (i) Expenses for (or necessary to obtain) medical care that would be deductible under Code Section 213(d) (determined without regard to whether the expenses exceed 7.5% of adjusted gross income); (ii) Costs directly related to the purchase of a principal residence for the Participant (excluding mortgage payments); (iii) Payment of tuition, related educational fees and room and board expenses for up to the next 12 months of post-secondary education for the Participant, the Participant’s Spouse, children or dependents (as defined in Code Section 152, determined without regard to Code Sections 152(b)(1), 152(b)(2) and 152(d)(1)(B)); 39 83298123v.26 (iv) Payments necessary to prevent the Participant’s eviction from his or her principal residence, or foreclosure on the mortgage on the Participant’s principal residence; (v) Payments for burial or funeral expenses for the Participant’s deceased parent, Spouse, children or dependents (as defined in Code Section 152, determined without regard to Code Section 152(d)(1)(B)); or (vi) Expenses for the repair of damage to the Participant’s principal residence that would qualify for the casualty loss deduction under Code Section 165 (determined without regard to Code Section 165(h)(5) and whether the loss exceeds 10% of adjusted gross income); or (vii) Payment of expenses and losses (including loss of income) incurred on account of a disaster declared by the Federal Emergency Management Agency (“FEMA”) under the Robert T. Stafford Disaster Relief and Emergency Assistance Act, Public Law 100-707, provided that the Participant’s principal residence or principal place of employment at the time of the disaster was located in an area designated by FEMA for individual assistance with respect to the disaster. (b) In the event that the Administrator determines that a Participant has an immediate and heavy financial need in accordance with Section 6.6.3(a), a hardship withdrawal may be made from the Plan only if the amount of such distribution is considered as necessary to satisfy such immediate and heavy financial need of the Participant pursuant to the following standards: (i) The distribution is not in excess of the amount of the immediate and heavy financial need (including amounts necessary to pay any federal, state or local income taxes or penalties reasonably anticipated to result from the distribution); (ii) The Participant makes a representation in writing (including by using an electronic medium) or such other form as may be prescribed by the Commissioner of the Internal Revenue Service that the Participant has insufficient cash or other liquid assets reasonably available to satisfy the need and the Employer does not have actual knowledge that is contrary to that representation; and (iii) The Participant has obtained all other currently available distributions (including distribution of ESOP dividends under Code Section 505(k) but excluding hardship distributions and loans) under the Plan and all other plans of deferred compensation, whether qualified or nonqualified, maintained by the Participating Employer or any other employer. 6.6.4 The Administrator will establish uniform and nondiscriminatory procedures for requesting, granting and processing hardship withdrawals. 40 83298123v.26 6.6.5 Notwithstanding any provision of the Plan to the contrary, effective as of the dates prescribed below, a Participant who is a Qualified Individual (as defined below) may access amounts in his or her Accounts through a coronavirus distribution (“CV Distribution”). This Section 6.6.5 is intended to be administered in accordance with, and subject to the limitations of, Sections 2202(a) and (b) of the CARES Act, IRS Notice 2020-50 and any future guidance, rules or regulations issued by the IRS. (a) Qualified Individual. A Participant will be a Qualified Individual eligible for the relief described in this Section 6.6.5 if the Participant certifies, in accordance with procedures established by the Administrator or its delegate, that he or she has experienced one of the following events: (i) the Participant is diagnosed with the SARS-CoV-2 virus or with coronavirus disease 2019 (COVID-19) by a test approved by the Centers for Disease Control and Prevention (including a test authorized under the Federal Food, Drug, and Cosmetic act); (ii) the Participant’s Spouse or dependent is diagnosed with such virus or disease; or (iii) the Participant experiences adverse financial consequences stemming from the virus or disease as a result of the closing or reduction of hours of a business owned or operated by the Participant or beneficiary, the Participant’s or Beneficiary’s Spouse or a member of the Participant’s household (i) being quarantined, furloughed, laid off, having reduced work hours, (ii) being unable to work due to lack of child care, a reduction in pay or having a job offer rescinded or start date for a job delayed. (b) A Participant who is a Qualified Individual may, for the period beginning April 6, 2020, and ending December 31, 2020 (or such other end date as specified in guidance issued by the IRS), take a CV Distribution from the vested portion of his or her Accounts (with such sources in the Participant’s Account being depleted in the same order as Hardship Withdrawals under Section 6.6.3). A Participant may take as many CV Distributions as he or she chooses under the Plan; however, the aggregate amount of a Participant’s CV Distributions under the Plan and any other eligible retirement plan under which the Participant participates may not exceed $100,000, as certified by the Participant. (c) A CV Distribution will not be subject to the 10% early distribution penalty under Code Section 72(t) or 20% mandatory income tax withholding. In addition, a Participant who takes a CV Distribution may elect to repay all or a portion of such distribution to the Plan within three (3) years of the CV Distribution (and those repayments will not be subject to the IRS contribution limits). The Plan will accept a re-contribution of a CV Distribution provided that such re-contribution is eligible for direct rollover treatment under Section 2202(a)(3) of the CARES Act, and such re-contribution is made in accordance with IRS Notice 2020-50 or any subsequent guidance issued by the IRS. The Plan also may accept re-contribution of CV 41 83298123v.26 Distributions received by a Participant from an eligible retirement plan, as defined in Section 2202(a)(4)(C) of the CARES Act, other than the Plan, in accordance with procedures and limitations established by the Plan Administrator. 6.7 Loans 6.7.1 An active Participant may submit an application to the Administrator to borrow from his or her Account (on such uniform and nondiscriminatory terms and conditions as the Administrator shall prescribe) an amount, when added to the amount of any then outstanding loan, does not exceed the lesser of: (a) $50,000, reduced by the excess (if any) of the Participant’s highest outstanding Plan loan balance during the one-year period ending on the day before the loan is made over the Participant’s outstanding Plan loan balance on the day the loan is made; and (b) 50% of the Participant’s Account as of the Valuation Date coincident with or immediately preceding the date the Administrator receives the application. In calculating the Participant’s loan limit, all loans from qualified plans of the Company and all Affiliates will be aggregated. 6.7.2 Each loan granted under the Plan will meet the following requirements: (a) it must be evidenced by a negotiable promissory note; (b) the rate of interest payable on the unpaid balance of the loan will be reasonable; (c) the amount of the loan must be at least $1,000; (d) the loan, by its terms, must require repayment within five years; (e) the loan will be secured by the Participant’s interest in the Account Balance of his or her Account, but not to exceed 50% of such Account; and (f) the loan must be repaid through payroll deduction, or, if the loan has been outstanding for at least three months, the Participant may make one payment by check or money order of the full amount of principal and interest then outstanding. 6.7.3 If a Participant is granted a loan, a “Loan Account” will be established for the Participant. All Loan Accounts will be held by the Funding Agent, as part of the Trust Fund. The loan amount will be transferred from a Participant’s other Accounts according to uniform and nondiscriminatory ordering rules adopted by the Administrator, and will be disbursed from the Loan Account. Principal and interest payments of a loan will be credited initially to the Loan Account of the Participant, and will be transferred as soon as reasonably practicable thereafter to the other Accounts of the Participant according to uniform and nondiscriminatory ordering rules adopted by the Administrator. All fees and expenses incurred in connection with a loan obligation of a Participant will be borne solely by the Participant’s Account.


 
42 83298123v.26 6.7.4 Loan repayments will be made through payroll withholding during a Participant’s employment. Each Participant who requests a loan consents to such payroll withholding for repayment of the loan. Upon termination of employment, a Participant may elect to continue to repay the loan under such uniform and nondiscriminatory rules as the Administrator has established. The Administrator will cease payroll reduction for loan repayments as soon as reasonably practicable after receipt of a court order to do so in the event of a Participant’s bankruptcy, and the loan will immediately be deemed to be in default. Any fees and expenses incurred in connection with a loan and loss caused by nonpayment or other default on a loan obligation will be borne solely by the Loan Account of the Participant. A default will constitute a taxable event to the Participant, necessitating certain reporting obligations on the Administrator’s part, and the note evidencing a loan in default will be executed upon and processed in accordance with the uniform and nondiscriminatory rules adopted by the Administrator. A Participant’s loan repayments will, at his or her request, be suspended during the time he or she is absent as a result of qualifying military service (as determined under USERRA), as permitted under Code Section 414(u)(4). 6.7.5 A Participant may not have more than two loans outstanding at any given time. 6.7.6 Upon termination of employment, a Participant who has an outstanding loan under the Plan must repay his or her loan in a lump sum or the loan will be in default. Notwithstanding the above, the Committee (or its delegate) may, in its sole discretion, allow terminated Participants to continue to repay loans under such uniform and nondiscriminatory rules as the Committee (or its delegate) determines. 6.7.7 Roth Elective Contributions. A Participant’s Roth Elective Contributions, including earnings on such contributions, shall not be available to be borrowed. 6.7.8 CV Loans and Suspension of Loan Repayments. (a) For a Qualified Individual (as defined in Section 6.6.5(a)), for loans taken from March 27, 2020, until December 31, 2020 (or such other end date as specified in future guidance issued by the Internal Revenue Service), the maximum loan amount under Section 6.7.1 is increased to the lesser of (1) $100,000 reduced by the excess (if any) of the highest outstanding balance of loans during the one year period ending on the day before the loan is made over the outstanding balance of loans from the Plan on the date the loan is made, or (2) 100% of the Participant's Account under the Plan. (b) A Qualified Individual may suspend loan repayments due between March 27, 2020, through December 31, 2020, on any existing loan until January 1, 2021. A Qualified Individual who takes a new loan during this period will have repayments due on such loan automatically suspended until January 1, 2021. When loan payments recommence as of January 1, 2021, the loan repayment schedule will be re-amortized to reflect the suspended payments, adjusted for interest, and the term of the loan will be extended for up to one year, notwithstanding anything in this Article VII to the contrary. 43 83298123v.26 ARTICLE VII Death Benefit 7.1 Payment of Account Balance 7.1.1 Subject to the provisions of Section 5.2, if a Participant dies before payment of his or her Account Balance has begun, his or her Account Balance will be paid to the Participant’s Beneficiary in the form of benefit chosen by the Beneficiary under Sections 6.2 and 6.3. The Beneficiary of a Participant who is married on the date of his or her death will be the Participant’s Surviving Spouse, unless the Participant has designated another Beneficiary and the Surviving Spouse consented to the designation, both as provided in Section 7.3. 7.2 Failure to Name a Beneficiary If a Participant fails to name a Beneficiary and dies before payment of his or her Account Balance begins, or if no designated Beneficiary survives the Participant, the Administrator will pay any amounts due after the Participant’s death to the Participant’s Surviving Spouse or, if there is no Surviving Spouse, to the Participant’s estate. 7.3 Waiver of Spousal Beneficiary Rights 7.3.1 A Participant may designate someone other than his or her Surviving Spouse as his or her primary Beneficiary only if the designation or election meets the requirements of this Section 7.3 outlined below. 7.3.2 The Administrator will provide each Participant with a written explanation of: (a) the right of the Participant to name someone other than his or her Surviving Spouse as a Beneficiary; (b) the right of the Participant’s Spouse to be named as the primary Beneficiary for all of the Participant’s Account Balance and the effect of waiving that right; and (c) the Participant’s right to revoke a previous designation of someone other than the Surviving Spouse as a Beneficiary, and the effect of such a revocation. 7.3.3 A designation of someone other than the Surviving Spouse as a primary Beneficiary will be effective only if it is made in writing and consented to by the Participant’s Spouse, with the Spouse’s consent witnessed by a notary public or the Administrator. Any subsequent change of Beneficiary to an individual who is not the Participant’s Surviving Spouse must also be in writing and consented to by the Participant’s Spouse, with the Spouse’s consent witnessed by a notary public or the Administrator. Spousal consent is not necessary if the Participant establishes to the satisfaction of a Plan representative that the Participant does not have a Spouse, or that the Participant’s Spouse cannot be located. Spousal consent is also unnecessary if the Participant produces a court order to the effect that the Participant is legally separated from his or her Spouse or has been abandoned by the Spouse, within the meaning of the law of the Participant’s state of residence, unless a qualified domestic relations order requires otherwise. If the Participant’s 44 83298123v.26 Spouse is legally incompetent to give consent, the spouse’s legal guardian may give the Spouse’s consent, even if the legal guardian is the Participant. A Spouse’s consent will be valid only as to that Spouse, and an election deemed effective without the Spouse’s consent will be valid only as to the Spouse designated as to that election. A Participant may revoke a prior designation of someone other than the Surviving Spouse as a primary Beneficiary without the consent of his or her Spouse, and may revoke such a designation an unlimited number of times. 7.3.4 A Participant’s former Spouse will be treated as the Spouse or Surviving Spouse only to the extent provided under a qualified domestic relations order as described in Code Section 414(p). ARTICLE VIII Fiduciaries 8.1 Named Fiduciaries 8.1.1 The Company is the Plan sponsor and a “named fiduciary,” as that term is defined in ERISA Section 402(a)(2), with respect to control over and management of the Plan’s assets only to the extent that it (a) appoints the members of the Committee which administers the Plan at the Administrator’s direction; (b) delegates its authorities and duties as “plan administrator” (as defined under ERISA) to the Committee; and (c) continually monitors the performance of the Committee. 8.1.2 The Company as Administrator, and the Committee, which administers the Plan at the Administrator’s direction, are “named Fiduciaries” of the Plan, as that term is defined in ERISA Section 402(a)(2), with authority to control and manage the operation and administration of the Plan. The Administrator is also the “administrator” and “plan administrator” of the Plan, as those terms are defined in ERISA Section 3(16)(A) and Code Section 414(g), respectively. 8.1.3 The Trustee is a “named fiduciary” of the Plan, as that term is defined in ERISA Section 402(a)(2), with authority to manage and control all Trust assets, except to the extent that authority is allocated under the Plan and Trust to the Administrator or is delegated to an Investment Manager, an insurance company, or the Plan Participants at the direction of the Administrator or the Committee. 8.1.4 The Company, Committee, Administrator and Trustee are the only named fiduciaries of the Plan. 8.2 Employment of Advisers A named fiduciary, and any fiduciary appointed by a named fiduciary, may employ one or more persons to render advice regarding any of the named fiduciary’s or fiduciary’s responsibilities under the Plan. 45 83298123v.26 8.3 Multiple Fiduciary Capacities Any named fiduciary and any other fiduciary may serve in more than one fiduciary capacity with respect to the Plan. 8.4 Payment of Expenses All Plan expenses, including expenses of the Administrator, the Committee, the Trustee, any Investment Manager and any insurance company, will be paid by the Trust Fund, unless a Participating Employer elects to pay some or all of those expenses. All or a portion of the recordkeeping costs or charges imposed or incurred (if any) in maintaining the Plan may be charged on a per capita basis to the Account of each Participant. In addition, all charges imposed or incurred (if any) for an Investment Fund or a transfer between Investment Funds will be charged to the Account of the Participant directing that investment. In addition, all charges imposed or incurred for a Participant loan or for qualified domestic relations order administration will be charged to the Account of the Participant requesting the transaction. 8.5 Indemnification To the extent not prohibited by state or federal law, each Participating Employer agrees to, and will indemnify and save harmless the Administrator, any past, present, additional or replacement member of the Committee, and any other Employee, officer or director of that Participating Employer, from all claims for liability, loss, damage (including payment of expenses to defend against any such claim) fees, fines, taxes, interest, penalties and expenses which result from any exercise or failure to exercise any responsibilities with respect to the Plan, other than willful misconduct or willful failure to act. ARTICLE IX Plan Administration 9.1 Powers, Duties and Responsibilities of the Administrator and the Committee 9.1.1 The Administrator and the Committee shall serve as the named fiduciary and shall have full discretion and power to construe the Plan and to determine all questions of fact or interpretation that may arise under it. An interpretation of the Plan or determination of questions of fact regarding the Plan by the Administrator or Committee will be conclusively binding on all persons interested in the Plan. 9.1.2 The Administrator and the Committee have the power to promulgate such rules and procedures, to maintain or cause to be maintained such records and to issue such forms as they deem necessary or proper to administer the Plan. 9.1.3 Subject to the terms of the Plan, the Administrator and/or the Committee will determine the time and manner in which all elections authorized by the Plan must be made or revoked.


 
46 83298123v.26 9.1.4 The Administrator and the Committee have all the rights, powers, duties and obligations granted or imposed upon them elsewhere in the Plan. 9.1.5 The Administrator and the Committee have the power to do all other acts in the judgment of the Administrator or Committee necessary or desirable for the proper and advantageous administration of the Plan. 9.1.6 The Administrator and the Committee will exercise all of their responsibilities in a uniform and nondiscriminatory manner. 9.1.7 The Administrator and the Committee may delegate their authority and duties to such persons as each may designate. 9.1.8 The Administrator and the Committee may authorize in writing any person to execute any document or documents on their behalf, and any interested person, upon receipt of notice of such authorization directed to it, may thereafter accept and rely upon any document executed by such authorized person until the Administrator shall deliver to such interested person a written revocation of such authorization. 9.1.9 Any reference to the Administrator herein shall be deemed to include a reference to any duly appointed delegate. 9.1.10 Employees shall receive no compensation, directly or indirectly, from the Trust for their services rendered to or as the Administrator. 9.2 Investment Powers, Duties and Responsibilities of the Administrator and the Committee 9.2.1 The Administrator and the Committee have the power to make and deal with any investment of the Trust in any manner it deems advisable and which is consistent with the Plan. Notwithstanding the foregoing, the power to make and deal with Trust investments does not extend to any assets subject to the direction and control of Plan Participants as described in Section 9.3.2. 9.2.2 The Administrator and/or the Committee will establish and carry out a funding policy and method consistent with the objectives of the Plan and the requirements of ERISA. 9.2.3 The Administrator and the Committee have the power to direct that assets of the Trust be held in a trust or a master trust consisting of assets of plans maintained by a Participating Employer that are qualified under Code Section 401(a). 9.3 Investment of Accounts 9.3.1 The Administrator or, as delegated by the Administrator, the Committee, may establish such different Investment Funds as it from time to time determines to be necessary or advisable for the investment of Participants’ Accounts, excluding Investment Funds pursuant to which Accounts can be invested in “qualifying employer securities,” as defined in Part 4 of Title I of ERISA. Each Investment Fund will have the investment objective or objectives established by the Administrator or Committee. 47 83298123v.26 9.3.2 The Administrator or, as delegated by the Administrator, the Committee may in its sole discretion permit Participants to determine the portion of their Accounts that will be invested in each Investment Fund. The frequency with which a Participant may change his or her investment election concerning future Pre-Tax Contributions and Roth Elective Contributions or his or her existing Account will be governed by uniform and nondiscriminatory rules established by the Administrator or the Committee. To the extent permitted under ERISA, the Plan is intended to comply with and be governed by Section 404(c) of ERISA. 9.4 Valuation of Accounts A Participant’s Accounts will be revalued at fair market value on each Valuation Date. On each Valuation Date, the earnings and losses of the Trust will be allocated to each Participant’s Account in the ratio that his or her total Account Balance bears to all Account Balances. Notwithstanding the foregoing, if the Administrator or Committee establishes Investment Funds pursuant to Section 9.3, the earnings and losses of the particular Investment Funds will be allocated in the ratio that the portion of each Participant’s Account Balance invested in a particular Investment Fund bears to the total amount invested in that fund. If and to the extent the rules of any Investment Fund require a different method of valuation, those rules will be followed. 9.5 The Insurance Company The Administrator or the Committee may appoint one or more insurance companies as Funding Agents, and may purchase insurance contracts, annuity contracts or policies from one or more insurance companies with Plan assets. Neither the Administrator nor the Committee, nor any other Plan fiduciary will be liable for any act or omission of an insurance company with respect to any duties delegated to any insurance company. 9.6 Compensation Each person providing services to the Plan will be paid such reasonable compensation as is from time to time agreed upon between the Company and that service provider, and will have his, her or its expenses reimbursed. Notwithstanding the foregoing, no person who is an Employee will be paid any compensation for his or her services to the Plan. 9.7 Delegation of Responsibility The Administrator and the Committee may designate by written instrument one or more actuaries, accountants or consultants as fiduciaries to carry out, where appropriate, their administrative responsibilities, including their fiduciary duties. The Committee may from time to time allocate or delegate to any subcommittee, member of the Committee and others, not necessarily employees of the Company, any of its duties relative to compliance with ERISA, administration of the Plan and other related matters, including those involving the exercise of discretion. The Company’s duties and responsibilities under the Plan will be carried out by its directors, officers and employees, acting on behalf of and in the name of the Company in their capacities as directors, officers and employees, and not as individual fiduciaries. No director, officer or employee of the Company will be a fiduciary with respect to the Plan unless he or she is specifically so designated and expressly accepts such designation. 48 83298123v.26 9.8 Committee Members The Committee will consist of at least three people, who need not be directors, and will be appointed by the Chief Executive Officer of the Company. Any Committee member may resign and the Chief Executive Officer may remove any Committee member, with or without cause, at any time. A majority of the members of the Committee will constitute a quorum for the transaction of business, and the act of a majority of the Committee members at a meeting at which a quorum is present will be an act of the Committee. The Committee can act by written consent signed by all of its members. Any member of the Committee who is an Employee cannot receive compensation for his or her services for the Committee. No Committee member will be entitled to act on or decide any matter relating solely to his or her status as a Participant. ARTICLE X Appointment of Trustee The Committee or its authorized delegate will appoint the Trustee and either may remove it. The Trustee accepts its appointment by executing the trust agreement. A Trustee will be subject to direction by the Committee or its authorized delegate or, to the extent specified by the Company, by an Investment Manager or other Funding Agent, and will have the degree of discretion to manage and control Plan assets specified in the trust agreement. Neither the Administrator nor the Committee, nor any other Plan fiduciary will be liable for any act or omission to act of a Trustee, as to duties delegated to the Trustee. Any Trustee appointed under this Article XI will be an institution. ARTICLE XI Plan Amendment or Termination 11.1 Plan Amendment or Termination The Company may amend, modify or terminate this Plan at any time by resolution of its Board or by resolution of or other action recorded in the minutes of the Administrator or the Committee. Execution and delivery by the Chairman of the Board, the President, any Vice President of the Company or the Committee of an amendment to the Plan is conclusive evidence of the amendment, modification or termination. 11.2 Limitations on Plan Amendment No Plan amendment can: (a) authorize any part of the Trust Fund to be used for, or diverted to, purposes other than the exclusive benefit of Participants or their Beneficiaries; (b) decrease the accrued benefits of any Participant or his or her Beneficiary under the Plan; or 49 83298123v.26 (c) except to the extent permitted by law, eliminate or reduce an early retirement benefit or retirement-type subsidy (as defined in Code Section 411) or an optional form of benefit with respect to service prior to the date the amendment is adopted or effective, whichever is later. 11.3 Right to Terminate Plan or Discontinue Contributions The Participating Employers intend and expect to continue this Plan in effect and to make the contributions provided for in this Plan. However, the Company reserves the right to terminate the Plan at any time in the manner set forth in Section 11.1. In addition, each Participating Employer reserves the right to completely discontinue contributions to the Plan for its Employees at any time. Upon termination of the Plan, each affected Participant’s Account Balance will be vested and nonforfeitable and the Trust will continue until the Trust Fund has been distributed. 11.4 Bankruptcy If the Company is ever judicially declared bankrupt or insolvent, and no provisions to continue the Plan are made in the bankruptcy or insolvency proceeding, the Plan will, to the extent permissible under federal bankruptcy law, be completely terminated. ARTICLE XII Miscellaneous Provisions 12.1 Subsequent Changes All benefits to which any Participant, Surviving Spouse or Beneficiary may be entitled under this Plan will be determined under the Plan as in effect when the Participant ceases to be an Eligible Employee, and will not be affected by any subsequent change in the provisions of the Plan, unless either the Participant again becomes an Eligible Employee or the subsequent change expressly applies to the Participant. 12.2 Merger or Transfer of Assets 12.2.1 Neither the merger or consolidation of a Participating Employer with any other person, nor the transfer of the assets of a Participating Employer to any other person, nor the merger of the Plan with any other plan will constitute a termination of the Plan. 12.2.2 The Plan may not merge or consolidate with, or transfer any assets or liabilities to, any other plan, unless each Participant would (if the Plan then terminated) receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit he or she would have been entitled to receive immediately before the merger, consolidation or transfer (if the Plan had then terminated). 12.3 Benefits Not Assignable 12.3.1 A Participant’s Account Balance may not be assigned or alienated either voluntarily or involuntarily.


 
50 83298123v.26 12.3.2 Notwithstanding the foregoing, a Participant may pledge his or her Pre-Tax Account as security for a loan under Section 6.7. In addition, the Administrator or Committee will comply with the terms of any qualified domestic relations order, as defined in Code Section 414(p). Notwithstanding any other provision of the Plan, the Funding Agent has all powers that would otherwise be assigned to the Administrator, regarding the interpretation of and compliance with qualified domestic relations orders, including the power make and enforce rules regarding segregations of or holds on a Participant’s Account to comply with a qualified domestic relations order, or when a domestic relations order is reasonably expected, or is under examination of its status. 12.3.3 The prohibition of Section 12.3.1 will not apply to any offset of a Participant’s Account Balance against an amount the Participant is ordered or required to pay to the Plan under a judgment, order, decree or settlement agreement that meets the requirements of this Section 12.3.3. The requirement to pay must arise under a judgment of conviction for a crime involving the Plan, under a civil judgment (including a consent order or decree) entered by a court in an action brought in connection with a violation (or alleged violation) of part 4 of subtitle B of title I of ERISA, or pursuant to a settlement agreement between the Secretary of Labor and the Participant in connection with a violation (or alleged violation) of that part 4. In addition, the judgment, order, decree or settlement agreement must expressly provide for the offset of all or part of the amount that must be paid to the Plan against the Participant’s Account Balance. 12.4 Exclusive Benefit of Participants Notwithstanding any other provision of the Plan, no part of the Trust Fund must ever be used for, or diverted to, any purpose other than the exclusive providing benefits to Participants and their Beneficiaries and defraying the reasonable expenses of the Plan, except that, upon the direction of the Administrator: (a) any contribution made by a Participating Employer by a mistake of fact will be returned within one year after payment of the contribution; (b) any contribution made by a Participating Employer that was conditioned upon its deductibility shall be returned to the extent disallowed as a deduction under Code Section 404 within one year after the deduction is disallowed; and (c) any contribution that was initially conditioned on the Plan’s satisfying the requirements of Code Section 401(a) will be returned to the Participating Employer who made it, if the Plan is initially determined not to satisfy the requirements of Code Section 401(a). Any amount a Participating Employer seeks to recover under paragraph (a) or (b) will be reduced by the amount of any losses attributable to it, but will not be increased by the amount of any earnings attributable to it. 12.5 Benefits Payable to Minors, Incompetents and Others If any benefit is payable to a minor, an incompetent, or a person otherwise under a legal disability, or to a person the Administrator reasonably believes to be physically or mentally 51 83298123v.26 incapable of handling and disposing of his or her property, whether because of his or her advanced age, illness, or other physical or mental impairment, the Administrator has the power to apply all or any part of the benefit directly to the care, comfort, maintenance, support, education, or use of the person, or to pay all or any part of the benefit to the person’s parent, guardian, committee, conservator, or other legal representative, wherever appointed, to the individual with whom the person is living or to any other individual or entity having the care and control of the person. The Plan, the Administrator and any other Plan fiduciary will have fully discharged their responsibilities to the Participant, Surviving Spouse or Beneficiary entitled to a payment by making payment under the preceding sentence. 12.6 Plan Not A Contract of Employment The Plan is not a contract of employment, and the terms of employment of any Employee will not be affected in any way by the Plan or any related instruments, except as specifically provided in the Plan or related instruments. Participation in the Plan shall not entitle any Employee to be retained in the employ of the Company or an Affiliate, and the right and power of the Company or an Affiliate to dismiss or discharge any Employee is specifically reserved. 12.7 Source of Benefits Plan benefits will be paid or provided for solely from the Trust or applicable insurance or annuity contracts, and the Participating Employers assume no liability for Plan benefits. 12.8 Proof of Age and Marriage Participants and Beneficiaries must furnish proof of age and marital status satisfactory to the Administrator or Committee when and if the Administrator or Committee reasonably requests it. The Administrator or Committee may delay the payment of any benefits under the Plan until all pertinent information regarding age and marital status has been presented to it, and then, if appropriate, make payment retroactively. 12.9 Controlling Law The Plan is intended to qualify under Code Section 401(a) and to comply with ERISA, and its terms will be interpreted accordingly. If any Plan provision is subject to more than one construction, the ambiguity will be resolved in favor of the interpretation or construction consistent with that intent. Similarly, if there is a conflict between any Plan provisions, or between any Plan provision and any Plan administrative form submitted to the Administrator, the Plan provisions necessary to retain qualified status under Code Section 401(a) will govern. Otherwise, to the extent not preempted by ERISA or as expressly provided herein, the laws of the State of Delaware (other than its conflict of laws provisions) will control the interpretation and performance of the Plan. 12.10 Income Tax Withholding The Administrator or Committee may direct that any amounts necessary to comply with applicable employment tax law be withheld from any payment due under this Plan. 52 83298123v.26 12.11 Claims Procedure 12.11.1 Any application for benefits under the Plan and all inquiries concerning the Plan shall be submitted to the Company at such address as may be announced to Participants from time to time. Applications for benefits shall be in the form and manner prescribed by the Company and shall be signed by the Participant or, in the case of a benefit payable after the death of the Participant, by the Participant’s Surviving Spouse or Beneficiary, as the case may be. 12.11.2 The Plan Administrator shall give written or electronic notice of its decision on any application to the applicant within 90 days of receipt of the application. Electronic notification may be used, at the discretion of the Plan Administrator (or Review Panel, as discussed below). If special circumstances require a longer period of time, the Plan Administrator shall provide notice to the applicant within the initial 90-day period, explaining the special circumstances requiring the extension of time and the date by which the Plan expects to render a benefit determination. A decision will be given as soon as possible, but no later than 180 days after receipt of the application. In the event any application for benefits is denied in whole or in part, the Plan Administrator shall notify the applicant in writing or electronic notification of the right to a review of the denial. Such notice shall set forth, in a manner calculated to be understood by the applicant: the specific reasons for the denial; the specific references to the Plan provisions on which the denial is based; a description of any information or material necessary to perfect the application and an explanation of why such material is necessary; and a description of the Plan’s review procedures and the applicable time limits to such procedures, including a statement of the participant’s right to bring a civil action under ERISA Section 502(a) following a denial on review. 12.11.3 The Company shall appoint a “Review Panel,” which shall consist of three or more individuals who may (but need not) be employees of the Company. The Review Panel shall be the named fiduciary that has the authority to act with respect to any appeal from a denial of benefits under the Plan, and shall hold meetings at least quarterly, as needed. The Review Panel shall have the authority to further delegate its responsibilities to two or more individuals who may (but need not) be employees of the Company. 12.11.4 Any person (or his authorized representative) whose application for benefits is denied in whole or in part may appeal the denial by submitting to the Review Panel a request for a review of the application within 60 days after receiving notice of the denial. The Review Panel shall give the applicant or such representative the opportunity to submit written comments, documents, and other information relating to the claim; and an opportunity to review, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other relevant information (other than legally privileged documents) in preparing such request for review. The request for review shall be in writing and addressed as follows: “Review Panel of the John Bean Technologies Corporation Employee Benefits Plan Committee, 70 West Madison, Suite 4400, Chicago, Illinois 60602”. The request for review shall set forth all of the grounds on which it is based, all facts in support of the request and any other matters that the applicant deems pertinent. The Review Panel may require the applicant to submit such additional facts, documents, or other material as it may deem necessary or appropriate in making its review. The Review Panel will consider all comments, documents, and other information submitted by the applicant regardless of whether such information was submitted or considered during the initial benefit determination. 53 83298123v.26 12.11.5 The Review Panel shall act upon each request for review within 60 days after receipt thereof. If special circumstances require a longer period of time, the Review Panel shall so notify the applicant within the initial 60 days, explaining the special circumstances requiring the extension of time and the date by which the Review Panel expects to render a benefit determination. A decision will be given as soon as possible, but no later than 120 days after receipt of the request for review. The Review Panel shall give notice of its decision to the Company and the applicant. In the event the Review Panel confirms the denial of the application for benefits in whole or in part, such notice shall set forth in a manner calculated to be understood by the applicant, the specific reasons for such denial and specific references to the Plan provisions on which the decision is based. If such an extension of time for review is required because of special circumstances, the Plan Administrator shall provide the applicant with written notice of the extension, describing the special circumstances and the date as of which the benefit determination will be made, prior to the commencement of the extension. In the event the Review Panel confirms the denial of the application for benefits in whole or in part, such notice shall set forth in a manner calculated to be understood by the applicant: the specific reasons for such denial; the specific references to the Plan provisions on which the decision is based; the applicant’s right, upon request and free of charge, to receive reasonable access to, and copies of, all documents and other relevant information (other than legally-privileged documents and information); and a statement of the applicant’s right to bring a civil action under ERISA Section 502(a). 12.11.6 The Review Panel shall establish such rules and procedures, consistent with ERISA and the Plan, as it may deem necessary or appropriate in carrying out its responsibilities under this Section 12.11. 12.11.7 To the extent an application for accelerated vesting as a result of a Disability requires the Plan Administrator or the Review Panel, as applicable, to make a determination of Disability under the terms of the Plan, such determination shall be subject to all of the general rules described in this Section 12.11, except as they are expressly modified by this Section 12.11.7. (a) If the applicant’s claim is for benefits as a result of Disability, then the initial decision on a claim for disability benefits will be made within 45 days after the Plan receives the applicant’s claim, unless special circumstances require additional time, in which case the Plan Administrator will notify the applicant before the end of the initial 45-day period of an extension of up to 30 days. If necessary, the Plan Administrator may notify the applicant, prior to the end of the initial 30-day extension period, of a second extension of up to 30 days. If an extension is due to the applicant’s failure to supply the necessary information, the notice of extension will describe the additional information and the applicant will have 45 days to provide the additional information. Moreover, the period for making the determination will be delayed from the date the notification of extension was sent out until the applicant responds to the request for additional information. No additional extensions may be made, except with the applicant’s voluntary consent. The contents of the notice shall be the same as described in Section 12.11.2 above. If a benefit claim as a result of Disability is denied in whole or in part, the applicant (or his authorized representative) will receive written or electronic notification, as described in Section 12.11.2.


 
54 83298123v.26 (b) If an internal rule, guideline, protocol or similar criterion is relied upon in making the adverse determination, then the notice to the applicant of the adverse decision will either set forth the internal rule, guideline, protocol or similar criterion, or will state that such was relied upon and will be provided free of charge to the applicant upon request (to the extent not legally-privileged) and if the applicant’s claim was denied based on a medical necessity or experimental treatment or similar exclusion or limit, then the applicant will be provided a statement either explaining the decision or indicating that an explanation will be provided to the applicant free of charge upon request. (c) The Review Panel, as described above in Section 12.11.3 shall be the named fiduciary that has the authority to act on with respect to any appeal from a denial of benefits as a result of Disability under the Plan. Any applicant (or his authorized representative) whose application for benefits as a result of Disability is denied in whole or in part may appeal the denial by submitting to the Review Panel a request for a review of the application within 180 days after receiving notice of the denial. The request for review shall be in the form and manner prescribed by the Review Panel and addressed as follows: “Review Panel of the John Bean Technologies Corporation Employee Benefits Plan Committee, 70 West Madison, Suite 4400, Chicago, Illinois 60602”. In the event of such an appeal for review, the provisions of Section 12.11.4 regarding the applicant’s rights and responsibilities shall apply. Upon request, the Review Panel will identify any medical or vocational expert whose advice was obtained on behalf of the Review Panel in connection with an adverse benefit determination, without regard to whether the advice was relied upon in making the benefit determination. The entity or individual appointed by the Review Panel to review the claim will consider the appeal de novo, without any deference to the initial benefit denial. The review will not include any person who participated in the initial benefit denial or who is the subordinate of a person who participated in the initial benefit denial. (d) If the initial disability benefit denial was based in whole or in part on a medical judgment, then the Review Panel will consult with a health care professional who has appropriate training and experience in the field of medicine involved in the medical judgment, and who was neither consulted in connection with the initial benefit determination nor is the subordinate of any person who was consulted in connection with that determination; and upon notifying the applicant of an adverse determination on review, include in the notice either an explanation of the clinical basis for the determination, applying the terms of the Plan to the applicant’s medical circumstances, or a statement that such explanation will be provided free of charge upon request. (e) A decision on review shall be made promptly, but not later than 45 days after receipt of a request for review, unless special circumstances require an extension of time for processing. If an extension is required, the applicant will be notified before the end of the initial 45-day period that an extension of time is required and the anticipated date that the review will be completed. A decision will be given as soon as possible, but not later than 90 days after receipt of a request for review. The 55 83298123v.26 Review Panel shall give notice of its decision to the applicant; such notice shall comply with the requirements set forth in Section 12.11.5. In addition, if the applicant’s claim was denied based on a medical necessity or experimental treatment or similar exclusion, the applicant will be provided a statement explaining the decision, or a statement providing that such explanation will be furnished to the applicant free of charge upon request. The notice shall also contain the following statement: “You and your Plan may have other voluntary alternative dispute resolution options, such as mediation. One way to find out what may be available is to contact your local U.S. Department of Labor Office and your State insurance regulatory agency.” 12.11.8 No legal or equitable action for benefits under the Plan shall be brought unless and until the applicant (a) has submitted a written application for benefits in accordance with Section 12.11.1 (or 12.11.7(a), as applicable), (b) has been notified by the Plan Administrator that the application is denied, (c) has filed a written request for a review of the application in accordance with Section 12.11.4 (or 12.11.7(c), as applicable); and (d) has been notified that the Review Panel has affirmed the denial of the application; provided that legal action may be brought after the Review Panel has failed to take any action on the claim within the time prescribed in Section 12.11.5 (or 12.11.7(e), as applicable). A applicant may not bring an action for benefits in accordance with this Section 12.11.8 later than 90 days after the Review Panel denies the applicant’s application for benefits. 12.12 Participation in the Plan by An Affiliate 12.12.1 With the consent of the Board or an authorized delegate of the Board, any Affiliate, by appropriate action of its board of directors, a general partner or the sole proprietor, as the case may be, may adopt the Plan. Each Affiliate will determine the classes of its Employees that will be Eligible Employees and the amount of its contribution to the Plan on behalf of its Eligible Employees. 12.12.2 With the consent of the Board or an authorized delegate of the Board, a Participating Employer, by appropriate action, may terminate its participation in the Plan. 12.12.3 With the consent of the Board or an authorized delegate of the Board, a Participating Employer, by appropriate action, may withdraw from the Plan and the Trust. A Participating Employer’s withdrawal will be deemed to be an adoption by that Participating Employer of a plan and trust identical to the Plan and the Trust, except that all references to the Company will be deemed to refer to that Participating Employer. At such time and in such manner as the Administrator directs, the assets of the Trust allocable to Employees of the Participating Employer will be transferred to the trust deemed adopted by the Participating Employer. 12.12.4 A Participating Employer will have no power with respect to the Plan except as specifically provided herein. 12.13 Action by Participating Employers Any action required to be taken by the Company pursuant to any Plan provisions will be evidenced in the manner set forth in Section 11.1. Any action required to be taken by a 56 83298123v.26 Participating Employer will be evidenced by a resolution of the Participating Employer’s board of directors or an authorized delegate of that board. Participating Employer action may also be evidenced by a written instrument executed by any person or persons authorized to take the action by the Participating Employer’s board of directors, any authorized delegate of that board, or the stockholders. A copy of any written instrument evidencing the action by the Company or Participating Employer must be delivered to the secretary or assistant secretary of the Company or Participating Employer. 12.14 Dividends Any dividends credited to a group annuity contract between the Participating Employer and the Funding Agent will be used to provide additional benefits under the Plan. 12.15 Incorrect Information, Fraud, Concealment, or Error Any contrary provisions of the Plan notwithstanding, if, because of a human or systems error, or because of incorrect information provided by or correct information failed to be provided by, fraud, misrepresentation, or concealment of any relevant fact (as determined by the Committee) by any person the Plan enrolls any individual, pays benefits under the Plan, incurs a liability or makes any overpayment or erroneous payment, the Plan shall be entitled to recover from such person the benefit paid or the liability incurred, together with all expenses incidental to or necessary for such recovery, including recovery by offsetting the amount of the overpayment from any future payment(s) to such person. 12.16 Recovery of Overpayment If the Plan makes an overpayment, the Plan will have the right, at any time, as elected by the Administrator, or its delegate, to: (a) recover that overpayment from the person to whom it was made; (b) offset the amount of that overpayment from a future payment to such person; or (c) a combination of both. The Plan shall be considered to have established an equitable lien by agreement with the person to whom such overpayment was made. Such Participant, Beneficiary or Alternate Payee shall, upon request of the Administrator, execute and deliver such instruments and papers as may be required and shall do whatever else is necessary to secure such rights of recovery to the Plan. 12.17 Effective Date of Plan Provisions The provisions of the Plan hereunder shall apply as of the date of the restatement and thereafter, subject to amendment, unless otherwise indicated. 57 83298123v.26 12.18 Consent to Plan Terms An Eligible Employee upon becoming a Participant shall be deemed conclusively for all purposes hereof to have consented to the terms and conditions of the Plan and to be bound thereby. 12.19 Missing Participants and Beneficiaries In the event that all or a portion of the benefits payable under the Plan to any person cannot be distributed within one year of the date they become payable because the Administrator is unable to locate the whereabouts or determine the identity of such person, after reasonable efforts, then such benefits shall be forfeited and used to reduce Company contributions under the Plan or to pay Plan expenses. In the event the person (or his or her legal representative) is located after his or her benefits have been forfeited, and files a written claim for payment of benefits and executes such other instruments as the Administrator may require, such benefits shall be restored (without adjustment) retroactive to the date they became payable. 12.20 Masculine, Feminine, Singular and Plural Words used in the masculine shall be read and construed in the feminine where applicable. Wherever required, the singular of any word used in the Plan shall include the plural and the plural may be read in the singular. 12.21 Headings The headings and subheadings of the Plan have been inserted for convenience of reference and are to be ignored in any construction of the provisions. ARTICLE XIII Top Heavy Provisions 13.1 Top Heavy Definitions For purposes of this Article XIV and any amendments to it, the terms listed in this Section 13.1 have the meanings ascribed to them below. 13.1.1 Aggregate Employer Contributions means the sum of all Company Contributions, Company Nonelective Contributions and Forfeitures allocated under this Plan for a Participant, and all employer contributions and forfeitures allocated for the Participant to all Related Defined Contributions in the Aggregation group. 13.1.2 Aggregation Group means the group of plans in a Mandatory Aggregation Group, if any, that includes the Plan, unless including additional Related Plans in the group would prevent the Plan for being a Top Heavy Plan, in which case Aggregation Group means the group of plans in a Permissive Aggregation Group, if any, that includes the Plan. 13.1.3 Determination Date means, for a Plan Year, the last day of the preceding Plan Year. If the Plan is part of an Aggregation Group, the Determination Date for each other plan will


 
58 83298123v.26 be, for any Plan Year, the Determination Date for that other plan that falls in the same calendar year as the Determination Date for the Plan. 13.1.4 Key Employee means an employee described in Code Section 416(i)(1) and the regulations promulgated thereunder. Generally, a Key Employee is an Employee or former Employee (including a deceased Employee) who, at any time during the Plan Year containing the Determination Date is: (a) an officer of the Company or an Affiliate with annual Compensation greater than $215,000 (for the 2023 Plan year, as adjusted under Code Section 416(i)(1) for Plan Years beginning on and after January 1, 2002); (b) a five percent owner of the Company or an Affiliate; or (c) a one percent owner of the Company or an Affiliate having annual Compensation of more than $150,000. For purposes of determining who is a Key Employee, the Plan’s definition of Compensation will be applied by taking into account amounts paid by Affiliates who are not Participating Employers, as well as amounts paid by Participating Employers, and without applying the exclusions for amounts paid by a Participating Employer to cover an Employee’s nonqualified deferred compensation FICA tax obligations and for gross-up payments on such FICA tax payments. 13.1.5 Mandatory Aggregation Group means each plan (considering the Plan and Related Plans) that, during the Plan Year that contains the Determination Date or any of the four preceding Plan Years: (a) had a participant who was a Key Employee; or (b) was required to be considered with a plan in which a Key Employee participated in order to enable the plan in which the Key Employee participated to meet the requirements of Code Section 401(a)(4) or 410(b). 13.1.6 Non-key Employee means an Employee or former Employee who is not a Key Employee. 13.1.7 Permissive Aggregation Group means the group of plans consisting of the plans in a Mandatory Aggregation Group with the Plan, plus any other Related Plan or Plans that, when considered as a part of the Aggregation Group, does not cause the Aggregation Group to fail to satisfy the requirements of Code Section 401(a)(4) or 410(b). 13.1.8 Present Value of Accrued Benefits means, for any Plan Year, an amount equal to the sum of (a), (b) and (c) for each person who, in the Plan Year containing the Determination Date, was a Key Employee or a Non-key Employee. (a) The value of a person’s full Account Balance under the Plan, plus his or her total account balances under each Related Defined Contribution Plan in the Aggregation Group, determined as of the valuation date coincident with or immediately 59 83298123v.26 preceding the Determination Date, adjust for contributions due as of the Determination Date, as follows: (i) in the case of a plan not subject to the minimum funding requirements of Code Section 412, by including the amount of any contributions actually made after the valuation but on or before the Determination Date and, in the first plan year of a plan, by including contributions made after the Determination Date that are allocated as of a date in the first plan year; and (ii) in the case of a plan that is subject to the minimum funding requirements of Code Section 412, by including the amount of any contributions that would be allocated as of a date no later than the Determination Date, plus adjustments to those amounts required under applicable rulings, even though those amounts are not yet required to be contributed or allocated (e.g., because they have been waived) and by including the amount of any contributions actually made (or due to be made) after the valuation date but before the expiration of the extended payment period in Code Section 412(c)(10). (b) The sum of the actuarial present value of a person’s accrued benefits under each Related Defined Benefit Plan in the Aggregation Group, determined for any person who is employed by a Participating Employer on a Determination Date, expressed as a benefit commencing at normal retirement date (or, if later, the person’s attained age). The present value of an accrued benefit under a Related Defined Benefit Plan is determined as of the most recent valuation date that is within the 12-month period ending on the Determination Date. (c) The aggregate value of amounts distributed under the Plan and any plan in an Aggregation Group (as defined in Code Section 416(g)(2)) during the one (1) year period ending on the Determination Date, including amounts distributed under a terminated plan that, if it had not been terminated, would have been in a Mandatory Aggregation Group. In the case of a distribution from any such plan made for a reason other than severance from employment, death or Disability, this provision shall be applied by substituting ‘five (5) year period’ for ‘one (1) year period.’ (d) The Present Value of Accrued Benefit of any individual who has not performed services for the Company or an Affiliate during the one (1) year period ending on the Determination Date shall not be taken into account. 13.1.9 Related Plan means any other defined contribution plan (a “Related Defined Contribution Plan”) or defined benefit plan (a “Related Defined Benefit Plan”) (both as defined in Code Section 415(k), maintained by the Company or an Affiliate. 13.1.10 A Super Top Heavy Aggregation Group exists in any Plan Year for which, as of the Determination Date, the sum of the Present Value of Accrued Benefits for Key Employees under all plans in the Aggregation Group exceeds 90% of the sum of the Present Value of Accrued Benefits for all employees under all plans in the Aggregation Group. In determining the sum of 60 83298123v.26 the Present Value of Accrued Benefits for all employees, the Present Value of Accrued Benefits for any Non-key Employee who was a Key Employee for any Plan Year preceding the Plan Year that contains the Determination Date will be excluded. 13.1.11 Super Top Heavy Plan means the Plan when it is described in the second sentence of Section 13.2. 13.1.12 A Top Heavy Aggregation Group exists in any Plan Year for which, as of the Determination Date, the sum of the Present Value of Accrued Benefits for Key Employees under all plans in the Aggregation Group exceeds 60% of the sum of the Present Value of Accrued Benefits for all employees under all plans in the Aggregation Group. In determining the sum of the Present Value of Accrued Benefits for all employees, the Present Value of Accrued Benefits for any Non-key Employee who was a Key Employee for any Plan Year preceding the Plan Year that contains the Determination Date will be excluded. 13.1.13 Top Heavy Plan means the Plan when it is described in the first sentence of Section 13.2. 13.2 Determination of Top Heavy Status This Plan is a Top Heavy Plan in any Plan Year in which it is a member of a Top Heavy Aggregation Group, including a Top Heavy Aggregation Group that includes only the Plan. The Plan is a Super Top Heavy Plan in any Plan Year in which it is a member of a Super Top Heavy Aggregation Group, including a Super Top Heavy Aggregation Group that includes only the Plan. 13.3 Minimum Allocation for Top Heavy Plan 13.3.1 For any Plan Year that the Plan is a Top Heavy Plan, the sum of the Company Contributions, Company Nonelective Contributions and Forfeitures allocated to the Accounts of each Participant who is a Non-key Employee will be at least three percent of the Participant’s Compensation. However, if the sum of the Company Contributions, Company Nonelective Contributions and Forfeitures allocated to the Accounts of each Participant who is a Key Employee for the Plan Year is less than three percent of his or her Compensation and this Plan is not required to be included in an Aggregation Group to enable a defined benefit plan to meet the requirements of Code Section 401(a)(4) or 410(b), the sum of the Company Contributions, Company Nonelective Contributions and Forfeitures allocated to the Accounts of each Participant who is a Non-key Employee for the Plan Year will be equal to the largest percentage of Compensation allocated to the Accounts of any Participant who is a Key Employee. Notwithstanding the foregoing, no minimum allocation will be required for any Non-key Employee who participates in another defined contribution plan subject to Code Section 412 and included with this Plan in a Mandatory Aggregation Group. 13.3.2 For any Plan Year when the Plan is a Top Heavy Plan but not a Super Top Heavy Plan and a Key Employee is a participant in both this Plan and a defined benefit plan included in a Mandatory Aggregation Group that is top heavy, the extra minimum allocation will be provided only in this Plan, and by substituting four percent for three percent, where the latter percentage appears in Section 13.3.1. 61 83298123v.26 13.3.3 For any Plan Year that the Plan is a Top Heavy Plan, the minimum allocations set forth in this Section 13.3 will be allocated to the Accounts of all Non-key Employees who are Participants and who are employed by the Company on the last day of the Plan Year, regardless of their service during the Plan Year, and whether or not they have made contributions of their own to the Plan. 13.3.4 In lieu of the above, if a Non-key Employee participates in this Plan and a Related Defined Benefit Plan included with this Plan in a Mandatory Aggregation Group that is a Top Heavy Aggregation Group, a minimum allocation of five percent of Compensation will be provided under this Plan. However, for any Plan Year when the Plan is a Top Heavy Plan but not a Super Top Heavy Plan and a Key Employee is a participant in both this Plan and a Related Defined Benefit Plan included with this Plan in a Mandatory Aggregation Group, seven and one- half percent will be substituted for five percent where the latter percentage appears in this Section 13.3.4, and the extra minimum allocation will be provided only in this Plan. 13.3.5 Company Contributions made on behalf of a Matched Participant pursuant to Section 3.4 of the Plan shall be taken into account for purposes of satisfying the minimum allocation requirements of Section 13.3 of the Plan and Code Section 416(c)(2). Company Contributions made on behalf of a Matched Participant that are used to satisfy the minimum contribution requirements shall be treated as Company Contributions for purposes of the Actual Contribution Percentage Test and other requirements of Code Section 401(m). IN WITNESS WHEREOF, the undersigned Committee member has executed this Plan this ___ day of December, 2022, to be effective, as amended and restated, as of January 1, 2023, except as otherwise expressly provided herein. JOHN BEAN TECHNOLOGIES CORPORATION By: Member, Employee Benefits Plan Committee


 
A-1 83298123v.26 APPENDIX A Airport Services Plan - List of Airport Services Locations Covering Non-Exempt, Prevailing Wage and Living Wage Employees Airport / Contract Bens. Hourly Union Members Prevailing Wage LAWA Cincinnati, Ohio LOWPAC NO NO NO Dallas Non-Public (FFT AS DFW Non-Public LP 50270) LOWPAC NO NO NO D Dallas Southgate (FFT AS DFW Southgate LP 50264) LOWPAC NO NO NO Houston – PBB LOWPAC NO NO NO Hawaii (FFT AS HAWAII 50220) LOWPAC NO NO NO ITO LOWPAC NO NO NO Hawaii Kona (FFT AS Hawaii Kona LP 50271) LOWPAC NO NO NO LAX AA LOWPAC NO NO YES LAX Delta BHS LOWPAC NO NO YES LAX Delta FAC LOWPAC NO NO YES LAX T5 LOWPAC NO NO YES Lihue, Hawai’i LOWPAC NO NO NO Orlando, Florida LOWPAC NO NO NO Miami-Dade County (FFT AS MIAMI PW 50245) PW NO YES NO Maui, Hawai’i LOWPAC NO NO NO Ontario Terminals 2 and 4 (FFT AS ONTARIO T2 T4 LP 50255) LOWPAC NO NO NO Ontario AvAirPros (FFT AS ONTARIO AVAIRPROS 50269) LOWPAC NO NO NO A-2 83298123v.26 Chicago O’Hare (FFT AS CHI ORD LP 50252) LOWPAC NO NO NO Philadelphia, PA (union not eligible) LOWPAC & Union YES NO NO Salt Lake City Baggage System (FFT AS SLC BAG SYSTEM LP 50256) LOWPAC NO NO NO Salt Lake City BHS Operations (SLATEC 177) LOWPAC NO NO NO Orange County (FFT AS ORANGE CTY PW 50246) LOWPAC & PW YES YES NO Birmingham AL Airport Authority LOWPAC NO NO NO B-1 83298123v.26 APPENDIX B List of Airport Services Prevailing Wage Locations Name of Location Miami-Dade County (FFT AS MIAMI PW 50245) Orange County (FFT AS ORANGE CTY PW 50246) C-1 83298123v.26 APPENDIX C List of Airport Services Living Wage Locations Name of Location LAX AA LAX Delta BHS LAX Delta FAC LAX T5


 
Exhibit 10.18 LONG TERM INCENTIVE RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE JOHN BEAN TECHNOLOGIES CORPORATION 2017 INCENTIVE COMPENSATION AND STOCK PLAN (TIME-BASED: ELT VERSION) (5 Years of Service Retirement Vesting) This Agreement is made as of <<Grant Date>> (the “Grant Date”) by JOHN BEAN TECHNOLOGIES CORPORATION, a Delaware corporation, (the “Company”) and <<Participant Name>> (the “Employee”). In 2017, the Board of Directors of the Company (the “Board”) adopted the John Bean Technologies Corporation 2017 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 expressly provided herein, all capitalized terms have the meanings provided in the Plan. To the extent there is a conflict between the Plan and this Agreement, the provisions of the Plan will control. 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 units 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 <<# Granted>> restricted stock units (the “RSUs”), which is equal to an equivalent number of shares of the Company’s common stock, par value of $.01 per share (the “Common Stock”). The award is made upon the following terms and conditions: 1. Vesting. The RSUs will vest ratably over a three-year period from issuance, one-third on each of the first, second and third anniversary of the Grant Date (each, a “Vesting Date”). On each Vesting Date, 1/3rd of the total RSUs granted hereunder will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 5 Years of Service, any portion of the RSUs not yet vested will not vest until the Vesting Dates following such retirement and on each such Vesting Date, the vesting portion of such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter). Notwithstanding the foregoing, the RSUs will vest and will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event, within 70 days) upon the occurrence of any of the following events: (a) the Employee’s death; (b) the Employee’s Disability; (c) a Change in Control under which the successor corporation does not assume the Awards that remain outstanding under the Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 5 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and be settled under this Section 1(c). For purposes herein, upon a Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor 2 corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; (d) an involuntary Termination of Employment of the Employee by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs; or (e) a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs pursuant to a notice of termination of employment delivered to the Company by the Employee. In the event of the Termination of Employment of the Employee by the Company under circumstances where the Employee is entitled to the benefits under the Company’s Executive Severance Pay Plan, the Employee shall be entitled to retain the ratable portion of the total RSUs granted hereunder determined under the terms of that plan, which will vest on the Vesting Date or Vesting Dates following the termination date in the manner stated in Section 1 of this agreement. Any portion of the RSUs not yet vested will be forfeited upon termination of the Employee’s employment with the Employer prior to any remaining Vesting Dates for a reason other than death, Disability, the circumstances of a Change in Control described above, as provided for by the Company’s Executive Severance Pay Plan, or retirement from the Company upon or after attaining age 62 and 5 Years of Service. 2. Adjustment. The Committee shall make equitable substitutions or adjustments in the RSUs 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. 3. Rights as Stockholder. (a) Until any portion of the RSUs vest and are settled in shares of Common Stock, the Employee shall have no rights as a stockholder of the Company. The vested portion of the RSUs will be settled in shares of Common Stock and issued in the form of a book entry registration. (b) Prior to any Vesting Date, the Employee may not vote, sell, exchange, transfer, pledge, hypothecate or otherwise dispose of any of the RSUs, and thereafter only the portion vested. The RSUs have Dividend Equivalent Rights subject to the same vesting requirements as stated in Section 1 of this agreement and such rights are subject to forfeiture to the same extent as the underlying RSUs for unvested portions of the RSUs. 4. No Limitation on Rights of the Company. The granting of RSUs 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 3 Common Stock to which the Employee or beneficiary otherwise would be entitled on each Vesting Date equivalent in value to the taxes required to be withheld, determined based upon the Fair Market Value of the Common Stock vested. For purposes of withholding, Fair Market Value shall be equal to the closing price of the Common Stock vested on each Vesting Date, or, if a Vesting Date is not a business day, the next business day immediately following such Vesting Date. 8. Notice. Any notice to the Company provided for in this Agreement will be addressed to it in care of its Secretary, John Bean Technologies Corporation, 70 West Madison Street, Suite 4400, Chicago, Illinois 60602, and any notice to the Employee (or other person entitled to receive the RSUs) 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 may be accessed through the Fidelity NetBenefits website, 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. Employee expressly acknowledges that the form of the grant agreement that the Employee accepts electronically through the Fidelity NetBenefits website is intended to facilitate the administration of this RSU award and may not be a full version of this Agreement due to limitations inherit in such website that are imposed by Fidelity. The terms of this Agreement will govern the Employee’s award in the event of any inconsistency with the agreement viewed or accepted by the Employee on the Fidelity NetBenefits website. 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. 14. Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. In the event the terms of this Agreement would subject Employee to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Employee shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible. To the extent the RSUs under this Agreement are payable by reference to Employee’s “termination of employment” such term and similar terms shall be deemed to refer to Employee’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent the RSUs constitute nonqualified deferred compensation, within the meaning of Section 409A, then (i) if such RSUs are conditioned upon Employee’s execution of a release and are scheduled to be paid during a designated period that begins in one taxable year and ends in a second taxable year, such RSUs shall be paid in the later of the two taxable years and (ii) if Employee is a specified employee (within the meaning of Section 409A of the Code) as of the date of Employee’s separation from service, if such RSUs are payable upon Employee’s separation from service and would have been paid prior to the six-month anniversary of Employee’s separation from service, then the payment of such RSUs shall be delayed until the earlier to occur of (A) the first day of the seventh month following Employee’s separation from service or (B) the date of Employee’s death. Executed as of the Grant Date. 4 JOHN BEAN TECHNOLOGIES CORPORATION By: <<Title>> <<Signed Electronically>> <<Participant Name>> <<Acceptance Date>> This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933.


 
1 Exhibit 10.18A LONG TERM INCENTIVE RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE JOHN BEAN TECHNOLOGIES CORPORATION 2017 INCENTIVE COMPENSATION AND STOCK PLAN (TIME-BASED: ELT VERSION) (10 Years of Service Retirement Vesting) This Agreement is made as of <<Grant Date>> (the “Grant Date”) by JOHN BEAN TECHNOLOGIES CORPORATION, a Delaware corporation, (the “Company”) and <<Participant Name>> (the “Employee”). In 2017, the Board of Directors of the Company (the “Board”) adopted the John Bean Technologies Corporation 2017 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 expressly provided herein, all capitalized terms have the meanings provided in the Plan. To the extent there is a conflict between the Plan and this Agreement, the provisions of the Plan will control. 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 units 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 <<# Granted>> restricted stock units (the “RSUs”), which is equal to an equivalent number of shares of the Company’s common stock, par value of $.01 per share (the “Common Stock”). The award is made upon the following terms and conditions: 1. Vesting. The RSUs will vest ratably over a three-year period from issuance, one-third on each of the first, second and third anniversary of the Grant Date (each, a “Vesting Date”). On each Vesting Date, 1/3rd of the total RSUs granted hereunder will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 10 Years of Service, any portion of the RSUs not yet vested will not vest until the Vesting Dates following such retirement and on each such Vesting Date, the vesting portion of such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter). Notwithstanding the foregoing, the RSUs will vest and will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event, within 70 days) upon the occurrence of any of the following events: (a) the Employee’s death; (b) the Employee’s Disability; (c) a Change in Control under which the successor corporation does not assume the Awards that remain outstanding under the Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 10 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and be settled under this Section 1(c). For purposes herein, upon a Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor 2 corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; (d) an involuntary Termination of Employment of the Employee by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs; or (e) a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs pursuant to a notice of termination of employment delivered to the Company by the Employee. In the event of the Termination of Employment of the Employee by the Company under circumstances where the Employee is entitled to the benefits under the Company’s Executive Severance Pay Plan, the Employee shall be entitled to retain the ratable portion of the total RSUs granted hereunder determined under the terms of that plan, which will vest on the Vesting Date or Vesting Dates following the termination date in the manner stated in Section 1 of this agreement. Any portion of the RSUs not yet vested will be forfeited upon termination of the Employee’s employment with the Employer prior to any remaining Vesting Dates for a reason other than death, Disability, the circumstances of a Change in Control described above, as provided for by the Company’s Executive Severance Pay Plan, or retirement from the Company upon or after attaining age 62 and 10 Years of Service. 2. Adjustment. The Committee shall make equitable substitutions or adjustments in the RSUs 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. 3. Rights as Stockholder. (a) Until any portion of the RSUs vest and are settled in shares of Common Stock, the Employee shall have no rights as a stockholder of the Company. The vested portion of the RSUs will be settled in shares of Common Stock and issued in the form of a book entry registration. (b) Prior to any Vesting Date, the Employee may not vote, sell, exchange, transfer, pledge, hypothecate or otherwise dispose of any of the RSUs, and thereafter only the portion vested. The RSUs have Dividend Equivalent Rights subject to the same vesting requirements as stated in Section 1 of this agreement and such rights are subject to forfeiture to the same extent as the underlying RSUs for unvested portions of the RSUs. 4. No Limitation on Rights of the Company. The granting of RSUs 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 3 Common Stock to which the Employee or beneficiary otherwise would be entitled on each Vesting Date equivalent in value to the taxes required to be withheld, determined based upon the Fair Market Value of the Common Stock vested. For purposes of withholding, Fair Market Value shall be equal to the closing price of the Common Stock vested on each Vesting Date, or, if a Vesting Date is not a business day, the next business day immediately following such Vesting Date. 8. Notice. Any notice to the Company provided for in this Agreement will be addressed to it in care of its Secretary, John Bean Technologies Corporation, 70 West Madison Street, Suite 4400, Chicago, Illinois 60602, and any notice to the Employee (or other person entitled to receive the RSUs) 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 may be accessed through the Fidelity NetBenefits website, 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. Employee expressly acknowledges that the form of the grant agreement that the Employee accepts electronically through the Fidelity NetBenefits website is intended to facilitate the administration of this RSU award and may not be a full version of this Agreement due to limitations inherit in such website that are imposed by Fidelity. The terms of this Agreement will govern the Employee’s award in the event of any inconsistency with the agreement viewed or accepted by the Employee on the Fidelity NetBenefits website. 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. 14. Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. In the event the terms of this Agreement would subject Employee to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Employee shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible. To the extent the RSUs under this Agreement are payable by reference to Employee’s “termination of employment” such term and similar terms shall be deemed to refer to Employee’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent the RSUs constitute nonqualified deferred compensation, within the meaning of Section 409A, then (i) if such RSUs are conditioned upon Employee’s execution of a release and are scheduled to be paid during a designated period that begins in one taxable year and ends in a second taxable year, such RSUs shall be paid in the later of the two taxable years and (ii) if Employee is a specified employee (within the meaning of Section 409A of the Code) as of the date of Employee’s separation from service, if such RSUs are payable upon Employee’s separation from service and would have been paid prior to the six-month anniversary of Employee’s separation from service, then the payment of such RSUs shall be delayed until the earlier to occur of (A) the first day of the seventh month following Employee’s separation from service or (B) the date of Employee’s death. Executed as of the Grant Date. 4 JOHN BEAN TECHNOLOGIES CORPORATION By: <<Title>> <<Signed Electronically>> <<Participant Name>> <<Acceptance Date>> This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933.


 
  1  4851-8146-9161.3 Exhibit 10.18B   LONG TERM INCENTIVE PERFORMANCE SHARE RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE JOHN BEAN TECHNOLOGIES CORPORATION 2017 INCENTIVE COMPENSATION AND STOCK PLAN (PERFORMANCE-BASED: ELT VERSION) (5 Years of Service Retirement Vesting) This Agreement is made as of <<Grant Date>> (the “Grant Date”) by JOHN BEAN TECHNOLOGIES CORPORATION, a Delaware corporation, (the “Company”) and <<Participant Name>> (the “Employee”). In 2017, the Board of Directors of the Company (the “Board”) adopted the John Bean Technologies Corporation 2017 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 expressly provided herein, all capitalized terms have the meanings provided in the Plan. To the exFivet there is a conflict between the Plan and this Agreement, the provisions of the Plan will control. 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 units to the Employee, the amount of which will vary based on the Company’s performance, 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 (the “Award”) of << Quantity Granted>>restricted stock units (the “RSUs”), which is equal to an equivalent number of shares of the Company’s common stock par value of $0.01 per share (the “Common Stock”). The number of RSUs ultimately earned by the Employee will depend upon the Company’s performance in each year during a three-year performance period, <<insert applicable years>> as measured by two performance criteria – EPS and Average Operating ROIC – as potentially adjusted by one performance modifier – relative TSR – calculated over the full three-year period. One-third of the total RSUs subject to the Award will relate to performance in each year during the three-year performance period. The performance criteria will be measured independently for each year during the performance period and any applicable performance modifier will be measured at the end of the full three-year performance period. The actual number of RSUs earned by the Employee with respect to each year in the performance period will be determined at a meeting of the Committee following the completion of each year of the performance period, at which time the Committee will determine whether the performance criteria have been satisfied for the year most recently ended and will review and approve the Company’s calculation of the Company’s performance on the two measures’ specified performance criteria. The total number of RSUs earned with respect to each year in the performance period will vary between 0-200% of one-third of the total target RSU award amount depending on where in the specified performance range for each measure the Company’s performance on the two measures falls for such year. For each year, there will be a minimum level for each measure below which the Employee will receive 0% of the one-third of the total target RSU award associated with that year, and correspondingly a maximum performance level which, even if exceeded, will not generate more than 200% of the one-third of the total target RSU award associated with that year. In between the minimum and maximum performance targets the performance level of each measure will be plotted on a predefined curve which will indicate for each year the percent of the total target RSU award amount associated with such year that has been achieved. The performance achieved on each measure will be weighted 70% for EPS and 30% for ROIC, with the weighted amounts then added together to determine the actual percentage payout of the total target RSU award amount associated with that year. At the end of the three-year performance period, the Committee will review and approve the Company’s calculation of the performance modifier and determine the amount of any adjustment to the total amount of RSUs earned for the three-year period. The award is made upon the following terms and conditions: 1. Vesting. The RSUs ultimately earned by the Employee will vest on [Vest Date] (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable   2  4851-8146-9161.3 thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 5 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter), with the amount of the resulting award to be determined on the basis of the Company’s achievement of the performance criteria. Notwithstanding the foregoing, the RSUs will vest and will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event within 70 days) upon the occurrence of any of the following events: (a) the Employee’s death; (b) the Employee’s Disability; (c) a Change in Control under which the successor corporation does not assume the Awards that remain outstanding under the Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 5 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and be settled under this Section 1(c). For purposes herein, upon a Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; (d) an involuntary Termination of Employment of the Employee by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs; or (e) a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs pursuant to a notice of termination of employment delivered to the Company by the Employee. For purposes of determining the amount of the resulting award in such an event, the number of RSUs relating to any then- completed year(s) in the performance period that are deemed earned will be determined based on actual performance and, for any year(s) that have not then been completed, it will be assumed that the Company achieved “target” performance on each of the performance measures for such year(s), resulting in the payment of 100% of the one-third of the total target RSU award amount of this grant relating to such year(s). All RSUs will be forfeited upon termination of the Employee’s employment with the Employer before the Vesting Date for a reason other than death, Disability, the circumstances of a Change in Control described above, as provided for by the Company’s Executive Severance Pay Plan under the circumstances described above, or retirement from the Company upon or after attaining age 62 and 5 Years of Service. In the event of the Termination of Employment of the Employee by the Company under circumstances where the Employee is entitled to the benefits under the Company’s Executive Severance Pay Plan, the RSUs may be prorated solely at the discretion of the Company’s Chief Executive Officer and the Compensation Committee of the Board of Directors as specified under the terms of that plan, and any of which RSUs that are prorated will vest and will be immediately settled in shares of Common Stock and be immediately transferable on the Vesting Date. 2. Adjustment. The Committee shall make equitable substitutions or adjustments in the RSUs 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 and shall make equitable adjustments to the financial results utilized for determining the level of achievement of the performance criteria as it determines to be appropriate to eliminate the impact of subsequent events that are objective, represent unusual or extraordinary items or events or are otherwise determined to be appropriate to adjust for, including (i) restructurings, discontinued operations, foreign currency translation, acquisitions and dispositions and mark-to-   3  4851-8146-9161.3 market accounting, (ii) charges relating to impairment and other unusual or nonrecurring charges and (iii) a change in tax law or accounting standards, practices or policies. 3. Rights as Stockholder. (a) Until the RSUs are vested and settled in shares of Common Stock, the Employee shall have no rights as a stockholder of the Company. The vested RSUs will be settled in shares of Common Stock and issued in the form of a book entry registration in the amount earned as a result of Company performance. (b) Prior to the Vesting Date, the Employee may not vote, sell, exchange, transfer, pledge, hypothecate or otherwise dispose of any of the RSUs. The RSUs have Dividend Equivalent Rights subject to the same vesting requirements as stated in Section 1 of this agreement and such rights are subject to forfeiture to the same extent as the underlying RSUs. 4. No Limitation on Rights of the Company. The granting of RSUs 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 closing price of the amount of Common Stock earned by the Employee pursuant to this award 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, John Bean Technologies Corporation, 70 West Madison Street, Suite 4400, Chicago, Illinois 60602, and any notice to the Employee (or other person entitled to receive the RSUs) 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 may be accessed through the Fidelity NetBenefits website, 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. Employee expressly acknowledges that the form of the grant agreement that the Employee accepts electronically through the Fidelity NetBenefits website is intended to facilitate the administration of this RSU award and may not be a full version of this Agreement due to limitations inherit in such website that are imposed by Fidelity. The terms of this Agreement will govern the Employee’s award in the event of any inconsistency with the agreement viewed or accepted by the Employee on the Fidelity NetBenefits website.   4  4851-8146-9161.3 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. 14. Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. In the event the terms of this Agreement would subject Employee to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Employee shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible. To the extent the RSUs under this Agreement are payable by reference to Employee’s “termination of employment” such term and similar terms shall be deemed to refer to Employee’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent the RSUs constitute nonqualified deferred compensation, within the meaning of Section 409A, then (i) if such RSUs are conditioned upon Employee’s execution of a release and are scheduled to be paid during a designated period that begins in one taxable year and ends in a second taxable year, such RSUs shall be paid in the later of the two taxable years and (ii) if Employee is a specified employee (within the meaning of Section 409A of the Code) as of the date of Employee’s separation from service, if such RSUs are payable upon Employee’s separation from service and would have been paid prior to the six-month anniversary of Employee’s separation from service, then the payment of such RSUs shall be delayed until the earlier to occur of (A) the first day of the seventh month following Employee’s separation from service or (B) the date of Employee’s death. Executed as of the Grant Date. JOHN BEAN TECHNOLOGIES CORPORATION By: <<Electronic Signature>> <<Title>> <<Participant Name>> <<Acceptance Date>> This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933.


 
  1  4851-8146-9161.3 Exhibit 10.18C LONG TERM INCENTIVE PERFORMANCE SHARE RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE JOHN BEAN TECHNOLOGIES CORPORATION 2017 INCENTIVE COMPENSATION AND STOCK PLAN (PERFORMANCE-BASED: ELT VERSION) (10 Years of Service Retirement Vesting) This Agreement is made as of <<Grant Date>> (the “Grant Date”) by JOHN BEAN TECHNOLOGIES CORPORATION, a Delaware corporation, (the “Company”) and <<Participant Name>> (the “Employee”). In 2017, the Board of Directors of the Company (the “Board”) adopted the John Bean Technologies Corporation 2017 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 expressly provided herein, all capitalized terms have the meanings provided in the Plan. To the extent there is a conflict between the Plan and this Agreement, the provisions of the Plan will control. 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 units to the Employee, the amount of which will vary based on the Company’s performance, 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 (the “Award”) of << Quantity Granted>>restricted stock units (the “RSUs”), which is equal to an equivalent number of shares of the Company’s common stock par value of $0.01 per share (the “Common Stock”). The number of RSUs ultimately earned by the Employee will depend upon the Company’s performance in each year during a three-year performance period, <<insert applicable years>> as measured by two performance criteria – EPS and Average Operating ROIC – as potentially adjusted by one performance modifier – relative TSR – calculated over the full three-year period. One-third of the total RSUs subject to the Award will relate to performance in each year during the three-year performance period. The performance criteria will be measured independently for each year during the performance period and any applicable performance modifier will be measured at the end of the full three-year performance period. The actual number of RSUs earned by the Employee with respect to each year in the performance period will be determined at a meeting of the Committee following the completion of each year of the performance period, at which time the Committee will determine whether the performance criteria have been satisfied for the year most recently ended and will review and approve the Company’s calculation of the Company’s performance on the two measures’ specified performance criteria. The total number of RSUs earned with respect to each year in the performance period will vary between 0-200% of one-third of the total target RSU award amount depending on where in the specified performance range for each measure the Company’s performance on the two measures falls for such year. For each year, there will be a minimum level for each measure below which the Employee will receive 0% of the one-third of the total target RSU award associated with that year, and correspondingly a maximum performance level which, even if exceeded, will not generate more than 200% of the one-third of the total target RSU award associated with that year. In between the minimum and maximum performance targets the performance level of each measure will be plotted on a predefined curve which will indicate for each year the percent of the total target RSU award amount associated with such year that has been achieved. The performance achieved on each measure will be weighted 70% for EPS and 30% for ROIC, with the weighted amounts then added together to determine the actual percentage payout of the total target RSU award amount associated with that year. At the end of the three-year performance period, the Committee will review and approve the Company’s calculation of the performance modifier and determine the amount of any adjustment to the total amount of RSUs earned for the three-year period. The award is made upon the following terms and conditions:   2  4851-8146-9161.3 1. Vesting. The RSUs ultimately earned by the Employee will vest on [Vest Date] (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 10 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter), with the amount of the resulting award to be determined on the basis of the Company’s achievement of the performance criteria. Notwithstanding the foregoing, the RSUs will vest and will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event within 70 days) upon the occurrence of any of the following events: (a) the Employee’s death; (b) the Employee’s Disability; (c) a Change in Control under which the successor corporation does not assume the Awards that remain outstanding under the Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 10 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and be settled under this Section 1(c). For purposes herein, upon a Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; (d) an involuntary Termination of Employment of the Employee by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs; or (e) a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs pursuant to a notice of termination of employment delivered to the Company by the Employee. For purposes of determining the amount of the resulting award in such an event, the number of RSUs relating to any then- completed year(s) in the performance period that are deemed earned will be determined based on actual performance and, for any year(s) that have not then been completed, it will be assumed that the Company achieved “target” performance on each of the performance measures for such year(s), resulting in the payment of 100% of the one-third of the total target RSU award amount of this grant relating to such year(s). All RSUs will be forfeited upon termination of the Employee’s employment with the Employer before the Vesting Date for a reason other than death, Disability, the circumstances of a Change in Control described above, as provided for by the Company’s Executive Severance Pay Plan under the circumstances described above, or retirement from the Company upon or after attaining age 62 and 10 Years of Service. In the event of the Termination of Employment of the Employee by the Company under circumstances where the Employee is entitled to the benefits under the Company’s Executive Severance Pay Plan, the RSUs may be prorated solely at the discretion of the Company’s Chief Executive Officer and the Compensation Committee of the Board of Directors as specified under the terms of that plan, and any of which RSUs that are prorated will vest and will be immediately settled in shares of Common Stock and be immediately transferable on the Vesting Date. 2. Adjustment. The Committee shall make equitable substitutions or adjustments in the RSUs 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 and shall make equitable adjustments to the financial results utilized for determining the level of achievement of the performance criteria as it determines to be appropriate to eliminate the impact of subsequent events that are   3  4851-8146-9161.3 objective, represent unusual or extraordinary items or events or are otherwise determined to be appropriate to adjust for, including (i) restructurings, discontinued operations, foreign currency translation, acquisitions and dispositions and mark-to- market accounting, (ii) charges relating to impairment and other unusual or nonrecurring charges and (iii) a change in tax law or accounting standards, practices or policies. 3. Rights as Stockholder. (a) Until the RSUs are vested and settled in shares of Common Stock, the Employee shall have no rights as a stockholder of the Company. The vested RSUs will be settled in shares of Common Stock and issued in the form of a book entry registration in the amount earned as a result of Company performance. (b) Prior to the Vesting Date, the Employee may not vote, sell, exchange, transfer, pledge, hypothecate or otherwise dispose of any of the RSUs. The RSUs have Dividend Equivalent Rights subject to the same vesting requirements as stated in Section 1 of this agreement and such rights are subject to forfeiture to the same extent as the underlying RSUs. 4. No Limitation on Rights of the Company. The granting of RSUs 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 closing price of the amount of Common Stock earned by the Employee pursuant to this award 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, John Bean Technologies Corporation, 70 West Madison Street, Suite 4400, Chicago, Illinois 60602, and any notice to the Employee (or other person entitled to receive the RSUs) 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 may be accessed through the Fidelity NetBenefits website, 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. Employee expressly acknowledges that the form of the grant agreement that the Employee accepts electronically through the Fidelity NetBenefits website is intended to facilitate the administration of this RSU award and may not be a full version of this Agreement due to limitations inherit in such website that are imposed by Fidelity. The terms of this Agreement will govern the Employee’s award in the event of any inconsistency with the agreement viewed or accepted by the Employee on the Fidelity NetBenefits website.   4  4851-8146-9161.3 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. 14. Code Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. In the event the terms of this Agreement would subject Employee to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Employee shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible. To the extent the RSUs under this Agreement are payable by reference to Employee’s “termination of employment” such term and similar terms shall be deemed to refer to Employee’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, to the extent the RSUs constitute nonqualified deferred compensation, within the meaning of Section 409A, then (i) if such RSUs are conditioned upon Employee’s execution of a release and are scheduled to be paid during a designated period that begins in one taxable year and ends in a second taxable year, such RSUs shall be paid in the later of the two taxable years and (ii) if Employee is a specified employee (within the meaning of Section 409A of the Code) as of the date of Employee’s separation from service, if such RSUs are payable upon Employee’s separation from service and would have been paid prior to the six-month anniversary of Employee’s separation from service, then the payment of such RSUs shall be delayed until the earlier to occur of (A) the first day of the seventh month following Employee’s separation from service or (B) the date of Employee’s death. Executed as of the Grant Date. JOHN BEAN TECHNOLOGIES CORPORATION By: <<Electronic Signature>> <<Title>> <<Participant Name>> <<Acceptance Date>> This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933.


 

Exhibit 21.1
JOHN BEAN TECHNOLOGIES CORPORATION SUBSIDIARY LIST
Legal Entity NameJurisdiction of Organization
John Bean Technologies Corporation
Delaware [USA]
John Bean Technologies LLCDelaware [USA]
Jetway Systems Asia, Inc.Delaware [USA]
JBT Equipment Finance LLCDelaware [USA]
JBT Holdings LLCDelaware [USA]
Tipper Tie, Inc.Delaware [USA]
Avure U.S., Inc.Delaware [USA]
Avure Technologies IncorporatedDelaware [USA]
Bevcorp, LLCDelaware [USA]
JBT Contract Services LLCDelaware [USA]
JBT Airport Services CorporationDelaware [USA]
JBT AeroTech CorporationDelaware [USA]
CMS Technology, Inc.Delaware [USA]
Prime Equipment Group, LLCOhio [USA]
JBT Lektro, Inc.Oregon [USA]
Proseal America, Inc.Virginia [USA]
Proseal America Holdings LLCVirginia [USA]
A & B Process Systems Corp.Wisconsin [USA]
A&B Renewable Gas Systems, LLCWisconsin [USA]
Innovative Food Technologies, LLCWisconsin [USA]
Precise Cutting & Conveying Systems, LLCWisconsin [USA]
The Mozza-Lessa Sales Company LLCWisconsin [USA]
AutoCoding Systems Pty LimitedAustralia
AutoCoding Systems LimitedUnited Kingdom
Barber Holdings LimitedUnited Kingdom
Barber Trading LimitedUnited Kingdom
E.M.D. S.A. de C.V.Mexico
International Packaging Solutions LimitedUnited Kingdom
JBT AeroTech (Proprietary) Ltd.South Africa
JBT AeroTech Jamaica Ltd.Jamaica
JBT AeroTech Singapore Pte Ltd.Singapore
JBT AeroTech UK LimitedUnited Kingdom
JBT Alco-food-machines GmbHGermany
JBT FTNON B.V.Netherlands
JBT Food and Dairy Systems B.V.Netherlands
JBT Food and Dairy Systems Mexico, S.A. de C.V.Mexico
JBT Food and Dairy Systems SARLFrance
JBT Holdings, B.V.Netherlands
JBT International (Thailand) Ltd.Thailand
JBT Kunshan Holdings Ltd.Hong Kong
JBT Malaysia Sdn. Bhd.Malaysia
JBT Ningbo Holdings Ltd.Hong Kong
JBT Shanghai Holdings Ltd.Hong Kong



JBT Shenzhen Holdings Ltd.Hong Kong
John Bean Technologies Chile LimitadaChile
John Bean Technologies (Ningbo) Company Ltd.China
John Bean Technologies (Proprietary) Ltd.South Africa
John Bean Technologies (Shanghai) Company Ltd.China
John Bean Technologies (Thailand) Ltd.Thailand
John Bean Technologies ABSweden
John Bean Technologies Argentina S.R.L.Argentina
John Bean Technologies Australia Ltd.Australia
John Bean Technologies B.V.Netherlands
John Bean Technologies Canada LimitedCanada
John Bean Technologies de Mexico S. de R.L. de C.V.Mexico
John Bean Technologies Europe B.V.Netherlands
John Bean Technologies Foodtech Spain S.L.Spain
John Bean Technologies GmbHGermany
John Bean Technologies Hong Kong Ltd.Hong Kong
John Bean Technologies India Pvt. Ltd.India
John Bean Technologies K.K.Japan
John Bean Technologies Ltd.United Kingdom
John Bean Technologies Máquinas e Equipamentos Industriais Ltda.Brazil
John Bean Technologies Middle East FZEUAE
John Bean Technologies N.V.Belgium
John Bean Technologies NZ LimitedNew Zealand
John Bean Technologies OOORussia
John Bean Technologies Philippines Corp.Philippines
John Bean Technologies S.A.S.France
John Bean Technologies S.p. Z.o.o.Poland
John Bean Technologies S.P.A.Italy
John Bean Technologies S.R.O.Czech Republic
John Bean Technologies Singapore Pte. Ltd.Singapore
John Bean Technologies Singapore Holdings Pte. Ltd.Singapore
John Bean Technologies South Africa Holding B.V.Netherlands
John Bean Technologies Spain Holding B.V.Netherlands
John Bean Technologies Spain S.L.U.Spain
John Bean Technologies Switzerland GmbHSwitzerland
Newco 1001 LimitedUnited Kingdom
PLF International LimitedUnited Kingdom
Proseal Australia PTY LtdAustralia
Proseal UK LimitedUnited Kingdom
PT John Bean Technologies IndonesiaIndonesia
Schröder Maschinenbau GmbHGermany
Tipper Tie Technopack GmbHGermany
Urtasun Tecnología Alimentaria S.L.Spain



Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-152682 and 333-218253) of John Bean Technologies Corporation of our report dated February 23, 2023 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Chicago, Illinois
February 23, 2023



Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the registration statements (Nos. 333-218253 and 333-152682) on Form S-8 of our report dated February 25, 2021, with respect to the consolidated financial statements of John Bean Technologies Corporation and subsidiaries.

/s/ KPMG LLP
Chicago, Illinois
February 23, 2023



Exhibit 31.1

CHIEF EXECUTIVE OFFICER CERTIFICATION

I, Brian A. Deck, certify that:

1.I have reviewed this annual report on Form 10-K of John Bean Technologies Corporation (the “registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:February 23, 2023
/s/ Brian A. Deck
Brian A. Deck
President and Chief Executive Officer
(Principal Executive Officer)



Exhibit 31.2

CHIEF FINANCIAL OFFICER CERTIFICATION

I, Matthew J. Meister, certify that:

1.I have reviewed this annual report on Form 10-K of John Bean Technologies Corporation (the “registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date:February 23, 2023
/s/ Matthew J. Meister
Matthew J. Meister
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)



Exhibit 32.1

Certification
of
Chief Executive Officer
Pursuant to 18 U.S.C. 1350
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

I, Brian A. Deck, President and Chief Executive Officer of John Bean Technologies Corporation (the “Company”), do hereby certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(a) the Annual Report on Form 10-K of the Company for the year ended December 31, 2022, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:February 23, 2023
/s/ Brian A. Deck
Brian A. Deck
President and Chief Executive Officer
(Principal Executive Officer)



Exhibit 32.2

Certification
of
Chief Financial Officer
Pursuant to 18 U.S.C. 1350
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

I, Matthew J. Meister, Executive Vice President and Chief Financial Officer of John Bean Technologies Corporation (the “Company”), do hereby certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(a) the Annual Report on Form 10-K of the Company for the year ended December 31, 2022, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:February 23, 2023
/s/ Matthew J. Meister
Matthew J. Meister
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)