UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 1, 2010

John Bean Technologies Corporation
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-34036
 
91-1650317
(State or other jurisdiction of
 incorporation)
 
(Commission File Number)
 
(IRS Employer Identification
 No.)

200 East Randolph Drive
Chicago, Illinois 60601
(Address of Principal executive offices, including Zip Code)

(312) 861-5900
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
Item 5.02(e).
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
On February 23, 2010, the Compensation Committee of the Board of Directors of John Bean Technologies Corporation approved an amendment to the John Bean Technologies Corporation Incentive Compensation and Stock Plan to permit the company to deduct certain compensation expenses associated with awards under the plan.   The amendment added a limitation on the total amount of incentive cash compensation awards that may be granted annually under the plan to $8,000,000 and a limitation on the total amount of incentive cash compensation awards that may be granted annually to any eligible individual under the plan to $3,200,000.  The amendment is effective February 23, 2010.

The executed amendment to the John Bean Technologies Corporation Incentive Compensation and Stock Plan is attached hereto as Exhibit 10.6A and is incorporated herein by reference.

Item 9.01.
Financial Statements and Exhibits

(d) Exhibits:
 
10.6A
 
Amendment No. 2 to John Bean Technologies Corporation Incentive Compensation and Stock Plan
 

 
 
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
JOHN BEAN TECHNOLOGIES CORPORATION
     
 
By:
/s/ Megan J. Donnelly
Dated: March 1, 2010
 
Name:
Megan J. Donnelly
   
Title:
Chief Accounting Officer,
and duly authorized officer
 
 
 
Exhibit 10.6A
 

 
SECOND AMENDMENT OF
JOHN BEAN TECHNOLOGIES CORPORATION
INCENTIVE COMPENSATION AND STOCK PLAN
 
WHEREAS , John Bean Technologies Corporation (the “Company”) maintains the John Bean Technologies Corporation Incentive Compensation and Stock Plan (the “Plan”);
 
WHEREAS , the Compensation Committee of the Board of Directors of the Company now deems it necessary and desirable to amend the Plan in certain respects; and
 
WHEREAS , this Second Amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions of the amendment;
 
NOW, THEREFORE , by virtue and in exercise of the powers reserved to the Compensation Committee under Section 17 Amendment and Termination of the Plan, the Plan is hereby amended in the following respects, effective February 23, 2010:
 
·            Section 4 of the Plan is hereby amended in its entirety to read as follows:
 
SECTION 4.         SHARES AND CASH.
 
4.1             Shares Available for Issuance and Cash Available for Awards .   The maximum number of shares of Common Stock that may be delivered to participants and their beneficiaries under the Plan will be 3,700,000.  Shares subject to an Award under the Plan may be authorized and unissued shares or may be treasury shares.

No Award will be counted against the shares available for delivery under the Plan if the Award is payable to the participant only in the form of cash, or if the Award is paid to the participant in cash.

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

If any Award is forfeited, or if any Stock Option (and any related Stock Appreciation Right) terminates, expires or lapses without being exercised, or if any Stock Appreciation Right is exercised for cash, the shares of Common Stock subject to such Awards will again be available for delivery in connection with Awards under the Plan.  If the option price of any Stock Option granted under the Plan is satisfied by delivering shares of Common Stock to the Company (by either actual delivery or by attestation), only the number of shares of Common Stock delivered to the participant, net of the shares of Common Stock delivered or attested to, will be deemed delivered for purposes of determining the maximum numbers of shares of Common Stock available for delivery under the Plan.  To the extent any shares of Common Stock subject to an Award are not delivered to a participant because such shares are used to satisfy an applicable tax-withholding obligation, such shares will not be deemed to have been delivered for purposes of determining the maximum number of shares of Common Stock available for delivery under the Plan.

 
 
 
In the event of any corporate event or transaction, (including, but not limited to, a change in the number of shares of Common Stock outstanding), such as a stock split, merger, consolidation, separation, including a spin-off or other distribution of stock or property of the Company, any reorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Code) or any partial or complete liquidation of the Company, the Committee shall make such substitution or adjustments in the aggregate number, kind, and price of shares reserved for issuance under the Plan, and the maximum limitation upon any Awards to be granted to any participant, in the number, kind and price of shares subject to outstanding Awards granted under the Plan and/or such other equitable substitution or adjustments as it determines are required to accomplish the same; provided, however, that the number of shares subject to any Award will always be a whole number.  Such adjusted price will be used to determine the amount payable in cash or shares, as applicable, by the Company upon the exercise of any Award.  Any such adjustment to an Award shall be made to the extent that such adjustment does not conflict with Section 409A of the Code.

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

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


By: /s/ Mark K. Montague

Its:  Vice President, Human Resources