Exhibit 1.3
FORMS OF
LOCKUP AGREEMENTS
FMC Corporation Form
. , 2001
▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO.
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated,
Credit Suisse First Boston Corporation
▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc.
Banc of America Securities LLC
as U.S. Representatives of the several
U.S. Underwriters to be named in the
within-mentioned U.S. Purchase Agreement
▇/▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇.
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Re: Proposed Public Offering by FMC Technologies, Inc.
--------------------------------------------------
Dear Sirs:
The undersigned, a stockholder of FMC Technologies, Inc., a Delaware
corporation (the "Company"), understands that ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇
Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ("▇▇▇▇▇▇▇ ▇▇▇▇▇") and Credit Suisse
First Boston Corporation, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. and Banc of America
Securities LLC propose to enter into a U.S. Purchase Agreement (the "U.S.
Purchase Agreement") with the Company providing for the public offering of
shares (the "Securities") of the Company's common stock, par value $.01 per
share (the "Common Stock"). In recognition of the benefit that such an offering
will confer upon the undersigned as a stockholder of the Company, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned agrees with each underwriter to be named in the
U.S. Purchase Agreement that, during a period of 180 days from the date of the
U.S. Purchase Agreement the ("Restricted Period"), the undersigned will not, and
will cause its subsidiaries (other than the Company and its subsidiaries) not
to, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇, directly or indirectly,
(i) offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant for the sale of, or otherwise dispose of or transfer any shares of the
Company's Common Stock or any securities convertible into or exchangeable or
exercisable for Common Stock, whether now owned or hereafter acquired by the
undersigned or with respect to which the undersigned has or hereafter acquires
the power of disposition, or file any registration statement under the
Securities Act of 1933, as amended, with respect to any of the foregoing or (ii)
enter
1
into any swap or any other agreement or any transaction that transfers, in
whole or in part, directly or indirectly, the economic consequence of ownership
of the Common Stock, whether any such swap or transaction is to be settled by
delivery of Common Stock or other securities, in cash or otherwise.
Notwithstanding the foregoing, the undersigned and its subsidiaries (other
than the Company and its subsidiaries) may take, or cause to be taken, any
action otherwise prohibited by this letter agreement (i) in connection with the
distribution to its stockholders of all shares of the Common Stock beneficially
owned by the undersigned, whether by spin-off, split-off or a combination
thereof, or (2) the sale of all (but not less than all) shares of the Common
Stock beneficially owned by the undersigned to another person, provided in the
case of clause (2) that such person enters into a letter agreement with ▇▇▇▇▇▇▇
▇▇▇▇▇ substantially similar to this letter agreement pursuant to which such
person agrees to be bound by the restrictions contained herein for the remaining
term of the Restricted Period.
Very truly yours,
Signature:
------------------------------
Print Name:
-----------------------------
2
Officer and Director Form
, ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇.
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated,
Credit Suisse First Boston Corporation
▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc.
Banc of America Securities LLC
as U.S. Representatives of the several
U.S. Underwriters to be named in the
within-mentioned U.S. Purchase Agreement
▇/▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇.
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Re: Proposed Public Offering by FMC Technologies, Inc.
--------------------------------------------------
Dear Sirs:
The undersigned, a stockholder, officer and/or director of FMC
Technologies, Inc., a Delaware corporation (the "Company"), understands that
▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated
("▇▇▇▇▇▇▇ ▇▇▇▇▇") and Credit Suisse First Boston Corporation, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Barney Inc. and Banc of America Securities LLC propose to enter into a U.S.
Purchase Agreement (the "U.S. Purchase Agreement") with the Company providing
for the public offering of shares (the "Securities") of the Company's common
stock, par value $.01 per share (the "Common Stock"). In recognition of the
benefit that such an offering will confer upon the undersigned as a stockholder,
officer and/or director of the Company, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
undersigned agrees with each underwriter to be named in the U.S. Purchase
Agreement that, during the Restricted Period (as defined below), the undersigned
will not, without the prior written consent of ▇▇▇▇▇▇▇ ▇▇▇▇▇, directly or
indirectly, (i) offer, pledge, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant for the sale of, or otherwise dispose of or transfer any shares
of the Company's Common Stock or any securities convertible into or exchangeable
or exercisable for Common Stock, whether now owned or hereafter acquired by the
undersigned or with respect to which the undersigned has or hereafter acquires
the power of disposition, or file any registration statement under the
Securities Act of 1933, as amended, with respect to any of the foregoing or (ii)
enter into any swap or any other agreement or any transaction that transfers, in
whole or in part, directly or indirectly, the economic consequence of ownership
of the Common Stock, whether any such swap or transaction is to be settled by
delivery of Common Stock or
1
other securities, in cash or otherwise. For purposes of this letter agreement
the "Restricted Period" shall mean the period commencing on the date of the U.S.
Purchase Agreement and ending on the earliest of (i) the 180th day following the
date of the U.S. Purchase Agreement, (ii) if the distribution by FMC Corporation
to its stockholders of all shares of the Common Stock beneficially owned by FMC
Corporation (whether by spin-off, split-off or a combination thereof) (the
"Distribution") is consummated prior to the 120th day following the date of the
U.S. Purchase Agreement, the 120th day following the date of the U.S. Purchase
Agreement and (iii) if the Distribution is consummated after the 120th day
following the date of the U.S. Purchase Agreement, the day the Distribution is
consummated.
Notwithstanding the foregoing, any Common Stock acquired by the undersigned
in the open market will not be subject to this Agreement. In addition,
notwithstanding the foregoing, without obtaining the prior written consent of
▇▇▇▇▇▇▇ ▇▇▇▇▇, the undersigned will be permitted to transfer by gift shares of
Common Stock otherwise subject to this letter agreement to any immediate family
member of the Stockholder or any trust established for the benefit of any such
immediate family member, provided that, prior to such transfer and as a
condition thereof, the transferee shall deliver to ▇▇▇▇▇▇▇ ▇▇▇▇▇ a written
agreement to be bound by the restrictions set forth herein until the expiration
of the Restricted Period.
Very truly yours,
Signature:
------------------------------
Print Name:
-----------------------------