Exhibit











	
					
	May 17, 2017
	 
	 
	 
	The Mosaic Company

	 
	 
	 
	 
	3033 Campus Drive

	Rick McLellan
	 
	 
	 
	Plymouth, MN 55441

	The Mosaic Company
	 
	 
	USA

	27572 Riverbank Drive
	 
	 
	Tel (763) 577-2700

	Bonita Springs, FLA  33134
	 
	 
	www.mosaicco.com

	 
	 
	 
	 
	 










Letter of Understanding: Long Term International Assignment to Sao Paulo, Brazil




Dear Rick,


On behalf of The Mosaic Company (hereafter referred to as “the Company”), it is my pleasure to confirm the terms of your compensation and international assignment package for the position of Senior, Vice President, Brazil, in Sao Paulo, Brazil. This Letter of Understanding outlines the terms and conditions that will govern your international assignment.
Assignment Details
For the purpose of the International Assignment, your home country place of origin will be Bonita Springs, FLA, United States and your host country location will be considered Sao Paulo, Brazil.


The anticipated start date of your international assignment is June 15, 2017. Your international assignment will continue for a period of approximately 24 months after which a review to extend it will occur. Any time spent in Sao Paulo prior to the assignment start date will be considered a business trip.  


Your anticipated repatriation date is June 14, 2019, and is based upon the Company’s reasonable expectations at this time. This date is subject to change as determined by the Company’s business needs and is conditioned upon your agreement to the terms of this Letter of Understanding. Upon completion of your international assignment, it is expected that you will repatriate to your home country location, in accordance with the terms and conditions that govern your international assignment. However, if, after 24 months on assignment, it is mutually agreed that you will remain in Sao Paulo, Brazil, for a longer period of time, discussions regarding your extension will occur.


The Company has engaged Plus Relocation Services, Inc. (hereafter referred to as “PLUS”), a global relocation service provider, to administer your benefits. Your PLUS Relocation Counselor will be available for questions and counselling throughout your international assignment.




	
	
	Relocation Services Representative: 
Kelsey McKay, International Relocation Counselor
Plus Relocation Services, Inc. (PLUS)
600 Hwy 169 South, Suite 500, Minneapolis, MN 55426
  Tel: 1.952.512.5505  Fax: 1.952.358.7705  E-mail: kmckay@plusrelocation.com








	
			
	Rick McLellan
	Page 1 of 1
	5/17/2017
















Your Role While on Assignment
Throughout the international assignment period you will be considered an employee of the Company’s U.S. entity, and your payroll will be administered by your home and host country payroll departments. 


You will assume the title of Senior Vice President, Brazil based in Sao Paulo, and will be reporting to Joc O’Rourke, CEO. While residing in Sao Paulo, your role will be to lead the existing Mosaic business and pre-closing integration planning for the Vale Fertilizantes acquisition, as well as post-closing integration efforts, subsequently planning and setting the strategic direction of the combined businesses.  


As an employee of the Company’s home country, your base pay structure will remain the same as when you were working in your home country location. As such, your annual base salary will be $550,000 USD and will be subject to the annual focal review and adjustment process, which is based on performance goals and objectives as defined by the Company. You will participate in your home country bonus plan and will be subject to required deductions as determined by the home countries governing tax criteria for economic and social tax collection.


Eligibility and participation with respect to incentive schemes will continue to be administered in accordance with the home country criteria for each fiscal year.  For the remainder of 2017, your incentive plan will be based on the Corporate Management Incentive Plan. Your incentive target will be 80% of base salary. Upon return, your compensation structure will return to current US market norms for your new role. 
Expatriate Family Eligibility
Accompanying Dependents
Dependents are members of your immediate family sharing the residence with you in a bona fide dependency status (e.g. legal spouse, children, or other relatives). Dependents must fall into the following categories and may accompany you:


		
	▪
	A person who is a dependent on the home country tax return, or


		
	▪
	A person who is a dependent on your health insurance plan through the Company.




Children
Dependent children may accompany you only if there is no conflict with immigration or other laws or regulations in the host country.


	
		
	Dependents
	The members of an Expatriate’s immediate family sharing the residence with the Expatriate in a bona fide dependency status (e.g., legal status, children or other relatives whose status qualifies as dependency under tax/legal status in the employee’s home country and the Company’s entity). A legal spouse is one who has legal spouse recognition/rights from the Expatriate’s home country government. This does not include common-law marriage unless the home country recognizes it (usually with a certificate) as a legal marriage.












	
			
	Rick McLellan
	Page 2 of 2
	5/17/2017













Benefit Plans
During your international assignment, your health coverage will be provided by the Company’s preferred provider that covers employees who are working away from home. You are responsible for scheduling a meeting with your benefits administrator prior to your departure date to ensure that no lapse in health coverage occurs. While on expatriate assignment you and your eligible dependants will be covered by an international expatriate plan offered by Cigna that includes medical, dental and vision.  Details will be provided to you upon your acceptance of the assignment.


Physical Examinations, Inoculations, Vaccinations and Documentation
It will be your responsibility to ensure that you and any approved accompanying family members undertake necessary physical examinations, inoculations and vaccinations. Prior to commencement of the international assignment, you must also obtain any necessary medical records and documents that are required by both the home and host country laws. The Company will reimburse the expenses incurred in complying with such requirements if not covered by your health plan.
Holiday and Vacation
Your vacation plan will continue to be administered by the Company’s home country location. It is expected that you will coordinate planned time off in advance with both your home and host country managers.  


Your holiday entitlement will be based on your host country location. You are expected to adopt the local working hours and employment practices in accordance with the laws and customs of the host country. 
Immigration Services
Your international assignment is dependent upon the successful processing of your relevant entry, travel and work permit requirements, in accordance with the International Assignment Policy. The Company’s immigration service provider will manage your home and host country immigration and relevant work permit obligations.  


All immigration aspects of the international assignment, including work permits and visa applications, will be coordinated through the immigration services contact listed below.


	
	
	Emigra:
Amanda Braatoe | Director, Americas Operations| Emigra Worldwide
  3900 Essex Lane, Suite 675 | Houston, Texas 77027 | United States
  +1-713-874-8522 Direct | +1-832-270-7804 Mobile | +1-713-993-9914 Fax
  akbraatoe@emigra.com | www.emigra.com
















	
			
	Rick McLellan
	Page 3 of 3
	5/17/2017













Host Country Allowances and Benefits
The Companies approach for facilitating international assignments maintains both a standard of living that is appropriate for the host country location and ensures a personal tax liability roughly equivalent to your peers in your home country location. The primary objective is to ensure that you experience neither negative nor significant positive financial variances.  


The table below details certain key elements of your allowances and benefits and the location where each component will be paid/received. The allowance and benefit adjustments indicated below will become effective upon commencement of the international assignment and receipt of your work permit. It is imperative that you notify PLUS of your departure and arrival dates to ensure you are paid timely.
































	
			
	Rick McLellan
	Page 4 of 4
	5/17/2017













	
		
	



	BENEFITS

	Immigration
(Visa/Work Permit)
	¤    Coordinated internally or with a selected provider
¤    Reasonable costs for vaccinations or exams that are not covered by medical insurance
¤    Employee and immediate family members going on assignment

	Tax Consultation and Preparation
	¤    Coordinated with selected provider
¤    Home & Host Tax Consultation provided
¤    Tax preparation & filing for duration of assignment and applicable tax situations beyond the duration of the assignment
¤    Hypothetical Tax Calculation usually utilized

	Tax Assistance
	¤    Tax Equalization

	Household Goods Shipment
	¤    Air Shipments
¤    Employee, Spouse – not to exceed 500 lbs 


¤    Excess Baggage
¤    Reimbursement of excess baggage fees with receipts to $100.00 USD per person


¤    Auto Shipments
¤    No shipments or storage of autos

	Auto
Loss
on Sale
	¤    Reimbursement for the loss on sale automobile
¤    Reimbursement capped at 2,500 USD/2,500 CAD per automobile
¤    Single employee approved for 1 car
¤    Married employee approved for 2 cars
¤    Lease breaking fees covered up to the above caps

	Preview/Home
Finding Trip
	¤    1 trip up to 5 days/4 nights
¤    Employee, spouse 
¤    Round-trip airfare per travel policy guidelines
¤    Reasonable meals, lodging, and local transportation
¤    Mileage at current rate, if applicable

	En Route
Trip
	¤    One-way airfare per travel policy
¤    Ground transportation to/from airport
¤    Reasonable lodging, meals, and miscellaneous expenses (luggage, taxi/airport transfer, customary gratuities, initial entry duties)

	Temporary Living
	¤    Furnished/serviced housing
¤    Up to 30 days, when “preview trip” taken
¤    Up to 60 days if no preview/home finding trip
¤    No meals, unless there are no cooking facilities; case by case calculation

	Annual Home Leave and On Assignment Travel
	¤    1 return trip annually for employee and 4 return trip annually for accompanying spouse
¤    Round-trip airfare per travel policy guidelines
¤    Airport transportation, rental car, lodging
¤    1 trip up to 7 days every 12 months

	Dependent Travel
	¤    1 trip annually for eligible family members
¤    Round trip airfare per travel policy guidelines

	Emergency Support and Leave
	¤    Intl SOS Comprehensive Coverage in the event of serious illness, injury or death of assignee or spouse/partner’s immediate family members








Please work with your PLUS Relocation Counselor to coordinate all of these benefits and to process any payments or reimbursements.




















	
			
	Rick McLellan
	Page 5 of 5
	5/17/2017













	
		
	Home Country Housing Support
	Home Maintenance
¤    If home maintained, Property Management up to 200 USD/200 CAD per month for homeowners

	Host Country
Housing Support
	¤    Furnished and serviced host country housing (rent) and utilities or $20,000.00 USD furniture allowance provided for unfurnished apartment.
¤    Security deposits covered by company
¤    Rental Commissions covered per destination norms
¤    Home housing norm deduction
¤    Purchases not supported or recommended

	Host Country
Transportation
	¤    Up to two cars and drivers to be arranged for employee and spouse  

	Cultural Training
	¤    Pre-approval required
¤    2-day program for employee and spouse/partner/dependents

	Host Country Destination Services
	¤    2 days settling-in service to establish temporary residency, bank account, credit, cell  phone, and other customary local services 
¤    Home search assistance with destination agent, up to 3 days (only 2 days if preview trip was taken)

	Language Lessons
	¤    Pre-approval required
¤    Language training for employee and spouse/partner/dependents, capped at 2500 USD/CAD (or local currency equivalent) per family member

	Various Allowances
	¤    Pre-approval required
¤    Mail forwarding support (bi-weekly shipments sent to host office)
¤    Goods & Services Differential (COLA) – adjusted 2 to 4 times annually, changes made if +/- 1%)
¤    Hardship Premiums (annually reviewed amount determined by ORC, case by case)

	Transfer Allowance
	¤    1 month’s salary, less taxes




Tax Equalization 
In accordance with the Company’s International Assignment Tax Policy, you will be neither advantaged nor disadvantaged during your international assignment as a result of the differences in the income taxes and social security costs in the home and/or host country locations.  


To achieve this balance your current tax withholdings may cease and a hypothetical rate of tax may be calculated and withheld from your wages. This ‘hypo tax’ may be retained by the Company to off-set the cost of home and host tax payments made on your behalf during your international assignment. The ‘hypo tax” may be adjusted either up or down during your international assignment.  


Signing the Tax Equalization Policy Agreement acknowledging that you accept the terms and conditions of this Policy, is a pre-requisite to accepting the offer for a long-term international assignment. Under the terms of the Tax Equalization Policy Agreement, you agree to be considered tax equalized to your home state and country, which is effective from the start date of your international assignment through any subsequent years while on the international assignment.


In the event of voluntary or involuntary separation from the Company, a preliminary tax equalization settlement may be prepared, resulting in additional terms of payment to or from the Company at time of separation.


Before your international assignment begins, you should contact the Company’s Worldwide Tax Service Representative to schedule a home and host country tax consultation.


	
	
	Global Tax Network: 
Raj Azad, Senior Manager
7950 Main Street N, Ste 200
Minneapolis, MN 55369
Tel: 1.763.746.4557 Email: razad@globaltaxnetwork.com 








	
			
	Rick McLellan
	Page 6 of 6
	5/17/2017













Repatriation
At the conclusion of your assignment, the Company will coordinate your repatriation back to the home country location. You should begin to discuss job possibilities at the home country location at least six (6) months prior to the end date of your assignment in the host country. The following table is a list of the benefits that apply to your repatriation:


	
		
	 
	BENEFITS

	Repat Household 
Goods Shipment
	¤    Packing, transporting and insuring
¤    30 days in transit storage
¤    Allow 10% increase on return shipment


¤    Air Shipments
¤    Employee, Spouse       500 lbs/450 kg


¤    Air Shipment Valuation Caps: 
¤    Family shipments not to exceed 25,000 USD/25,000 CAD of insurance valuation


¤    Sea/Surface Shipments
¤    Employee & Spouse      20ft container


¤    Sea Shipment Valuation Caps: 
¤    Employee + Spouse shipments not to exceed 175,000 USD/175,000 CAD of insurance valuation


¤    Auto Shipments
¤    No shipments or storage of autos

	Repat
Host Country 
Departure 
Assistance
	¤    1 day departure services offered for lease breaking, lease close out, utility disconnections, local deregistration requirements

	Repat 
En Route trip
	¤    One-way airfare per travel policy
¤    Ground transportation to/from airport 
¤    Reasonable lodging, meals, and miscellaneous expenses (luggage, taxi/airport transfer, customary gratuities, initial entry duties)

	Repat
Transfer Allowance
	¤    1 month’s salary, less taxes






















	
			
	Rick McLellan
	Page 7 of 7
	5/17/2017













Acceptance
If you are in agreement with the terms and conditions, as defined in this Letter of Understanding and the attached policies, please sign and date the copy of this letter, as well as the attached International Tax Equalization Policy Agreement. Please forward the signed copies to Renee Robideau.  A copy should be retained for your personal information.




SIGNATURE ACCEPTANCE
We are sincerely looking forward to you accepting this international assignment with the Company.




FOR AND ON BEHALF OF THE MOSAIC COMPANY






	
				
	/s/ Rick McLellan
	 
	May 18, 2017

	Rick McLellan
	 
	 
	Date

	International Assignee
	 
	 

	 
	 
	 
	 

	/s/ Joc O'Rourke
	 
	May 18, 2017

	Joc O'Rourke
	 
	 
	Date

	CEO
	 
	 
	 

	 
	 
	 
	 

	/s/ Renee Robideau
	 
	May 18, 2017

	Renee Robideau
	 
	 
	Date

	Director, Human Resources & Global Mobility
	 




















 






	
			
	Rick McLellan
	Page 8 of 8
	5/17/2017













     


INTERNATIONAL ASSIGNMENT
RELOCATION PAYBACK AGREEMENT




In consideration for my employment, and the agreement by The Mosaic Company to provide for the above mentioned relocation and other expenses as determined by The Mosaic Company expatriate policy, I agree to the following:


		
	1.
	Should my employment with The Mosaic Company terminate for reasons of cause or resignation within two years of my assignment start date, the following consequences will be agreed: 



		
	a.)
	All assignment benefits (including allowances) will end on the date of termination or the last day the employee is in the Host Country;


		
	b.)
	The transfer allowance must be repaid according to the following schedule: payment in full if termination occurs within one year; 50% repayment if termination occurs between one and two years.  No repayment would be required for termination after two years from the assignment start date;


		
	c.)
	The Mosaic Company will not pay for any repatriation expenses, including travel or moving expenses back to the home country.




		
	2.
	I authorize The Mosaic Company to withhold from any monies due to me at the time of termination necessary to satisfy this obligation, above those sums exempt from attachment under Federal and State laws.




                
	
					
	PRINT NAME:
	Richard N. McLellan
	 
	 
	 

	 
	 
	 
	 
	 

	SIGNATURE:
	/s/ Richard N. McLellan
	 
	DATE:
	May 18, 2017

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 










	
			
	Rick McLellan
	Page 9 of 9
	5/17/2017