UNITED STATES
SECURITIES AND EXCHANGE COMMISSIO N
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): December 27, 2012
 
 
 
John Bean Technologies Corporation
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
(State or other jurisdiction of incorporation)
001-34036
(Commission File Number)
91-1650317
(IRS Employer Identification No.)
 
 
70 West Madison Street
Chicago, Illinois 60602
(Address of Principal executive offices, including  Zip Code)
 
 
(312) 861-5900
(Registrant's telephone number, including area code)
 
 (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  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e)           John Bean Technologies Corporation (the "Company") previously disclosed that it entered into amended and restated executive severance agreements with each of the Company's named executive officers (each such named executive officer referred to in this Form 8-K as an "Executive").  On December 27, 2012, the Company and each of the Executives agreed to amend those executive severance agreements (the "Executive Severance Agreements") and entered into a first amendment to the Executive Severance Agreements.  The form of the first amendment to the Executive Severance Agreements is attached hereto as Exhibit 10.1, and the amendments included therein may from time to time be used in the form of executive severance agreements to be entered into with other executive officers of the Company.

The first amendment to the Executive Severance Agreements provides that, if any payment of severance compensation under Section 3.3 of the Executive Severance Agreements constitutes deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto, and such payment is payable within a period that spans two calendar years, such payment of severance compensation shall be paid in the later calendar year.



Item 9.01  Financial Statements and Exhibits.

(d)  Exhibits.
                           
Exhibit No.     Description

10.1
Form of First Amendment to John Bean Technologies Corporation Amended and Restated Executive Severance Agreements
 
 
2
 
 

 
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
 
       
Date: January 2, 2013
By:
/s/ Megan J. Rattigan
 
  Name:
Megan J. Rattigan
 
  Title:
Chief Accounting Officer, and duly authorized officer
 
       

3
Exhibit 10.1
FIRST AMENDMENT
TO
JOHN BEAN TECHNOLOGIES CORPORATION
AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENT
 

 
WHEREAS , John Bean Technologies Corporation (the “Company”) and   (the “Executive”) entered into the John Bean Technologies Corporation Amended and Restated Executive Severance Agreement (the “Agreement”) on December 15, 2011;
 
WHEREAS , the Company and the Executive mutually deem it necessary and desirable to amend the Agreement to clarify the timing of payment of severance benefits under the Agreement; and
 
WHEREAS , this First Amendment shall supersede the provisions of the Agreement to the extent those provisions are inconsistent with the provisions of the amendment;
 
NOW, THEREFORE , by virtue of the authority set forth in Section 12.4 of the Agreement, the Company and the Executive hereby mutually amend the Agreement effective January 1, 2012, as follows:
 
 
·
Section 4.1 of the Agreement is hereby amended to delete the first paragraph thereof and replace it with a new paragraph which shall read as follows:
 
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.
 
 
 
 
 
IN WITNESS WHEREOF , the parties have executed this Amendment on this 27 th day of December, 2012.
 
 
JOHN BEAN TECHNOLOGIES EXECUTIVE :
CORPORATION  
   
   
By: _________________________________ ______________________________
Name: Polly B. Kawalek  
Its: Compensation Committee Chairwoman  
   
By: _________________________________
 
Name: Mark Montague
 
Its: Vice President, Human Resource