FMC Compensation Plan



  
 Exhibit 10.8

  
 FMC CORPORATION 
 COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS 
 (As amended through May 1, 2003) 
  
 PART I. GENERAL PROVISIONS 
  
 1. Purpose.
The purpose of the Plan is to provide a compensation program to attract and retain qualified individuals not employed by the Company or its subsidiaries or affiliates to serve on the Board and to further align the interests of those directors
with those of stockholders by providing that a substantial portion of compensation will be linked directly to increases in stockholder value. 
  
 2. Definitions. Except as otherwise defined herein, terms used herein in capitalized form will have the meanings attributed to them below:

  
 a. “Accrued Retirement Benefits” means the payment
or payments to which a Participant would be entitled at his or her Separation Date under the Retirement Plan for service as a director through April 30, 1997. 
  

b. “Actuarial Equivalent” means an amount equal to the amount expected to be received under Section 4a of Part II, based on the following
actuarial assumptions: 
  

					
	 Interest
	 	-	 	6.5% or such other rate as the Board may from time to time prescribe by resolution
			
	 Mortality
	 	-	 	Joint Mortality Group Annuity Table 1983

  
 c. “Annual
Retainer” means the retainer fee established by the Board and paid to a director for services on the Board for a Plan Year. 
  
 d. “Board” means the Board of Directors of the Company, as it may be constituted from time to time. 
  
 e. A “Change in Control” of the Company will be deemed to have
occurred as of the first day that any one or more of the following conditions are satisfied: 
  
 (1) the “beneficial ownership” (as. defined in Rule 13d-3 under the Exchange Act) of securities representing more than 20% of
the combined voting power of the then outstanding voting securities 

  

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of the Company entitled to vote generally in the election of directors (the “Company Voting Securities”) is acquired by a “Person” as
defined in Sections 13(d) and 14(d) of the Exchange Act (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company or an affiliate thereof, any corporation owned, directly or indirectly,
by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company); provided, however that any acquisition from the Company or any acquisition pursuant to a transaction that complies with Subsections
(i), (ii) and (iii) of Subsection (3) of this Subsection e. will not be a Change in Control under this Subsection (1); or 
  
 (2) individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at
least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board will be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an
actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or 
  
 (3) consummation by the Company of a reorganization, merger
or consolidation, or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets or stock of another entity (a “Business Combination”), in each case, unless immediately following such
Business Combination: (i) more than 60% of the combined voting power of then outstanding voting securities entitled to vote generally in the election of directors of (x) the corporation resulting from such Business Combination (the “Surviving
Corporation”), or (y) if applicable, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries (the “Parent
Corporation”), is represented, directly or indirectly by Company Voting Securities outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such Company Voting Securities were converted
pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Company Voting Securities, (ii) no Person


  

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(excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns,
directly or indirectly, 20% or more of the combined voting power of the then outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) except to the extent
that such ownership of the Company existed prior to the Business Combination and (iii) at least a majority of the members of the Board of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) were members of the
Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or 
  
 (4) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company. 
  
 However, in no event will a Change in Control be deemed to have occurred, with respect to the
Participant, if the Participant is part of a purchasing group which consummates the Change in Control transaction. The Participant will be deemed “part of a purchasing group” for purposes of the preceding sentence if the Participant is an
equity participant in the purchasing company or group (except for: (i) passive ownership of less than 3% of the stock of the purchasing company; or (ii) ownership of equity participation in the purchasing company or group which is otherwise not
significant, as determined prior to the Change in Control by a majority of the non-employee continuing directors). 
  
 f. “Change in Control Price” means the higher of (i) if applicable, the price paid for the Common Stock in the transaction constituting Change
in Control and (ii) the closing price per share of Common Stock as reported in the New York Stock Exchange Composite Transactions on the last trading day preceding the date of the Change in Control. 
  
 g. “Committee Chairman Fee” means the fee established by the Board
and paid to a director for service as chairman of any committee of the Board. 
  
 h. “Common Stock” means (i) the common stock of the Company, par value $.10 per share, adjusted as provided in Section 4 of Part IV, or (ii) if there is a merger or consolidation and the Company is not the
Surviving Corporation, the capital stock of the Surviving Corporation given in exchange for such common stock of the Company. 
  
 i. “Common Stock Unit” means a right to receive one share of Common Stock. 
  

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 j. “Common Stock Unit Account” means the record keeping account where the number of Common
Stock Units granted to the Participant are recorded. 
  
 k.
“Company” means FMC Corporation. 
  
 l. “Deferral
Period” means the time during which a Participant is a non-employee director of the Company. 
  
 m. “Deferred Amount” means, with respect to each Participant, an annual amount equal to $25,000 plus such amount as the Participant elects to
defer in accordance with Section 1 of Part II of the Plan. 
  
 n.
“Deferred Stock Plan” means the FMC Deferred Stock Plan for Non-Employee Directors, as amended and restated as of December 6, 1996. 
  
 o. “Dividend Equivalent Rights” means a right, described in Section 3 of Part III hereof, of a holder of vested Common Stock Units and
Restricted Stock Units with respect to dividends paid on outstanding shares of Common Stock. 
  
 p. “Exchange Act” means the Securities Exchange Act of 1934, as amended and any successor statutes or regulations of similar purpose or effect. 
  
 q. “Fair Market Value” means the closing price for a share of Common Stock as reported in the New York Stock
Exchange Composite Transactions on the date on which the Fair Market Value is to be determined. 
  
 r. “Meeting Fees” will mean the fees, established by the Board, paid to a director for attending a meeting of the Board or a committee of the
Board, including extraordinary or special Board and/or committee meetings. 
  
 s. “Participant” or “Participants” means all members of the Board who are not employees of the Company or any of its subsidiaries or affiliates. 
  
 t. “Plan” means the FMC Corporation Compensation Plan for
Non-Employee Directors, as amended and restated effective on May 1, 2000, as may be amended from time to time. 
  
 u. “Plan Year” means May 1 to April 30. 
  

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 v. “Restricted Stock Unit” means a right to receive the Fair Market Value of one share of
Common Stock on the last business day of the Participant’s service on the Board paid in Common Stock. 
  
 w. “Restricted Stock Unit Account” means the record keeping account where the number of Restricted Stock Units granted to a Participant are
recorded. 
  
 x. “Retirement Plan” means the FMC
Directors’ Retirement Plan, as amended. 
  
 y. “Rule
16b-3” means Rule 16b-3 promulgated under the Exchange Act. 
  
 z. “Separation Date” means the date a Participant’s service on the Board terminates for any reason. 
  
 3. Effective Date. This Plan is an amendment and restatement of the FMC Compensation Plan for Non-Employee Directors (as amended and restated January 1,
1999). This Plan is effective as of May 1, 2000. 
  
 PART II.
COMPENSATION 
  
 1. Annual Retainer. Each Participant
will be entitled to receive an Annual Retainer in such amount as will be determined from time to time by the Board. Until changed by resolution of the Board, the Annual Retainer will be $40,000, $25,000 of which will be paid in the form of Common
Stock Units as set forth in Section 1 of Part III and the remainder of which will be paid in cash in quarterly installments at the end of each calendar year quarter. Not less than 60 days prior to the close of any Plan Year, a Participant may elect
to defer all of the Participant’s remaining Annual Retainer of $15,000 to be paid in the form of Common Stock Units as set forth in Section 1 of Part III by providing written notice of such election to the Corporate Secretary of the Company.
Any such election will be effective on the first day of the next Plan Year; provided that if and to the extent the Company, in its sole discretion, determines that the approval of such election by the Board is necessary to assure that such election
conforms with Rule 16b-3, the effectiveness of such election will be deferred until such later date, if any, as such approval has been obtained. 
  
 2. Meeting Fees. Each Participant will be entitled to receive a Meeting Fee, in such amount as will be determined from time to time by the Board, for
attending each meeting of the Board or a committee of the Board, including extraordinary and/or special Board and committee meetings. Until 

  

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changed by resolution of the Board, the Meeting Fee will be $1,000 per meeting, payable in cash at the end of each calendar year quarter. 
  
 3. Committee Chairman Fees. Each Participant who serves as chairman of a
committee of the Board will be entitled to receive a Committee Chairman Fee in such amount as will be determined from time to time by the Board, for the tenure of such service. Until changed by resolution of the Board, the Committee Chairman Fee
will be paid in cash at an annualized rate of $4,000 in equal installments at the end of each calendar year quarter. 
  
 4. Retirement Benefits. Unless a Participant who was a non-employee Director on December 31, 1996 elected to and did convert his or her Accrued
Retirement Benefits to Common Stock Units calculated as of April 30, 1997 under the Retirement Plan, that Participant will be entitled to receive the following benefits upon his or her Separation Date: 
  
 a. Benefits. Benefits will be paid to the Participant in quarterly
installments of $7,500 each. Payment of benefits will begin the quarter following the Separation Date and will continue for the number of full years following a Participant’s service as a non-employee member of the Board from the time of his or
her first election as a director to and including April 30, 1997. 
  
 b. Lump Sum Benefit. A Participant may elect to receive in a lump sum the Actuarial Equivalent of benefits otherwise payable upon written notice to the Corporate Secretary of the Company. 
  
 c. Surviving Spouse Benefit. In the event of the death of a
Participant who is receiving benefits as described above under this Plan, those benefits that would otherwise have been payable to the Participant will be paid to the Participant’s surviving spouse. Such payments to a surviving spouse will
terminate on the earlier of the death of the surviving spouse or the date that benefit payments to the Participant would have terminated had Participant not died. 
  
 PART III. STOCK COMPENSATION 
  

1. Common Stock Units 
  
 a. Annual Deferral. Effective as of May 1 of each Plan Year, each Participant’s Common Stock Unit Account will be credited with a number of
Common Stock Units equal to the number obtained by dividing $25,000 plus, the portion of the Participant’s remaining Annual Retainer of $15,000 that the Participant elected to defer in accordance with Section 2 of 

  

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Part II for the Plan Year beginning on such May 1, by the Fair Market Value of the Common Stock on such May 1. 
  
 b. Conversion of Retirement Plan Benefits. By election dated not later
than February 14, 1997, each person who was a non-employee director of the Company on December 31, 1996 was eligible to choose to have his or her Accrued Retirement Benefits under the Retirement Plan converted into Common Stock Units. Such
conversions were made by calculating as of April 30, 1997 the lump-sum present value of $2,500 per month times the number of months of Board service as of April 30, 1997, assuming benefits commence upon retirement from the Board at age 70, and using
a discount rate of 6.5%. The number of Common Stock Units were determined by dividing the lump sum present value by $71.275, the Fair Market Value of the Common Stock on December 31, 1996. 
  
 2. Restricted Stock Units. 
  
 a. Annual Grant. Effective May 1, 2000, on May 1 of each year (the
“Grant Date”), each Participant will be granted Restricted Stock Units, the intention being that such Restricted Stock Units should have an approximate present value as of the Grant Date of an amount established annually by the Board.
Until changed by resolution of the Board, the annual grant will be 800 Restricted Stock Units. 
  
 b. Vesting. Restricted Stock Units will vest on the date of the annual stockholder’s meeting next following the Grant Date. Except as provided in the next sentence, if a Participant has a Separation Date
prior to the date his or her Restricted Stock Units vest, such Restricted Stock Units will be forfeited and all further rights of the Participant to or with respect to such Restricted Stock Units will terminate. If a Participant should die while
serving as a director of the Company, any vested Restricted Stock Units will be payable to the person designated in such Participant’s last will and testament or, in the absence of such designation, to the Participant’s estate. Any
unvested Restricted Stock Units will vest and become payable in a proportionate amount, based on the full months of service completed during the vesting period from the Grant Date to the date of death. Any Restricted Stock Units not vested under the
foregoing provisions, will vest and become immediately payable upon a Change in Control. 
  
 3. Dividend Equivalent Rights. In the event that dividends are paid on outstanding shares of Common Stock, Common Stock Units and vested Restricted Stock Units will be credited with Dividend Equivalent
Rights. Dividend Equivalent Rights for Common Stock Units will based upon any dividends paid between the date Common Stock Units are granted and the date of payment in respect of such Common Stock Units. Dividend Equivalent Rights for Restricted
Stock Units will be based upon any 

  

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dividends paid between the date such Restricted Stock Units vest and the date of payment in respect of such Restricted Stock Units. Such Dividend Equivalent
Rights, once credited, will be converted into an equivalent number of Common Stock Units or Restricted Stock Units, as applicable (including fractional Common Stock Units or Restricted Stock Units, as applicable). If a dividend is paid in cash, each
Participant’s Common Stock Unit Account and Restricted Stock Account will be credited, as of each dividend payment date, in accordance with the following formula: 
  
 (A x B)/C 
  
 in which “A” equals the number of Common Stock Units or Restricted Stock Units, as applicable, held by the Participant on the dividend payment date,
“B” equals the cash dividend per share and “C” equals the Fair Market Value per share of Common Stock on the dividend payment date. If a dividend is paid in property other than cash, Dividend Equivalent Rights will be credited,
as of the dividend payment date, in accordance with the formula set forth above, except that “B” will equal the fair market value per share of the property which the Participant would have received in respect of the number of shares of
Common Stock equal to the number of Common Stock Units and Restricted Stock Units held by the Participant as of the dividend payment date, had such shares been owned as of the record date for such dividend. 
  
 4. Form of Payment. 
  
 a. Except as described in Subsection b. and in Section 4 of Part IV, payments
with respect to Common Stock Units and Restricted Stock Units will be made in shares of Common Stock all issued to the Participant on or after the Participant’s Separation Date. Common Stock Units and Restricted Stock Units will be valued using
the Fair Market Value of Common Stock on the last business day of the Participant’s service on the Board. The Company will not issue fractions of shares. Whenever, under the terms of the Plan, a fractional share would otherwise be required to
be issued, the Participant (or his or her beneficiary) will be paid at Fair Market Value for such fractional share by rounding down the number of shares received to the nearest whole number and paying in cash the value of the fractional share.

  
 b. Any payment made upon an occurrence of a Change in Control
will be made in a single lump sum cash payment. For purposes of the preceding, the amount of cash delivered in full or partial payment of Common Stock Units and Restricted Stock Units will equal the Change in Control Price of the number of shares of
Common Stock relating to the 

  

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Common Stock Units and Restricted Stock Units with respect to which such cash payment is being made. 
  
 5. Rights. Except to the extent otherwise set forth herein, Participants will
not have any of the rights of a stockholder with respect to Common Stock Units or Restricted Stock Units. 
  
 6. Payments of Stock Upon Death. In the event of a Participant’s death, payments with respect to any Common Stock Units or vested Restricted Stock Units will be made in Common Stock to the
beneficiary designated by the Participant or, in the absence of an executed beneficiary form, to the person legally entitled thereto, as designated under his or her will, or to such heirs as determined under the laws of intestacy for the
jurisdiction of his or her domicile. 
  
 7. Non-Qualified Stock
Options. 
  
 a. Grant of Options. For periods
beginning prior to May 1, 2000, on May 1 of each year, each Participant was granted an option (the “Option”) to purchase 1,500 shares of Common Stock. For periods beginning on May 1, 2000, such annual grant will no longer be made, but the
Board retains the right to grant Options to Participants in its sole discretion. All Options granted under the Plan will have the terms set forth in this Section 7 of Part III and be non-statutory options not entitled to special tax treatment under
Section 422 of the Internal Revenue Code of 1986, as amended. 
  
 b. Option Exercise Price. The per share price to be paid by each Participant at the time an Option is exercised will be 100% of the Fair Market Value of the Common Stock on the date of the grant of the Option. 
  
 c. Term of Option. Subject to Subsection d., each Option will expire
on the earlier of the (i) 10th anniversary of the date of grant or (ii) 5th anniversary of the Participant’s Separation Date. 
  
 d. Exercise and Vesting of Option. Each Option will vest on the date of the annual stockholder’s meeting next following the date of grant.
Except as provided in the next sentence, if a Participant has a Separation Date prior to the date an Option vests, such Option will be forfeited and all further rights of the Participant to or with respect to such Option will terminate. If a
Participant should die while serving as a director of the Company, any vested Option may be exercised by the person designated in such Participant’s last will and testament or, in the absence of such designation, by the Participant’s
estate, in either case on or before the expiration of the Option, and any unvested Option will vest and become exercisable in a proportionate amount, based on the full months of service 

  

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completed during the vesting period of the Option from the date of grant to the date of death. Each Option that has not vested under the foregoing provisions
will vest and become immediately exercisable upon a Change in Control. 
  
 e. Method of Exercise and Tax Obligations. An Option may be exercised at any time after it vests and before it expires by written notice of exercise to the Corporate Secretary of the Company. Each notice of exercise will be
accompanied by the full purchase price of the shares being purchased. Such payment may be made, at the election of the Participant, in cash, check or shares of Common Stock, or in Common Stock Units, valued using the Fair Market Value as of the
exercise date or a combination thereof. The Company may also require payment of the amount of any applicable withholding tax attributable to the exercise of an Option or the delivery of shares of Common Stock. 
  
 f. Non-Transferability. Except as provided below, Options will not be
transferable other than by will or the laws of descent and distribution, will not be subject to execution, attachment or similar process and may be exercised or otherwise realized during the Participant’s lifetime only by the Participant or the
Participant’s guardian or legal representative, or as otherwise determined in the discretion of the Board. 
  
 Beginning September 1, 1999, an Option agreement may permit, or may be amended to permit, under such terms as the Board may, in its discretion prescribe,
the Participant who received the Option, at any time prior to the Participant’s death and prior to the Participant’s Separation Date, to assign all or any portion of the vested Option granted to him or her to: (i) the Participant’s
spouse or lineal descendants; (ii) the trustee of a trust for the primary benefit of the Participant, the participant’s spouse or lineal descendants, or any combination thereof; (iii) a partnership of which the Participant, the
Participant’s spouse and/or lineal descendants are the only partners; (iv) custodianships under the Uniform Transfers of Minors Act or any other similar statute; or (v) upon the termination of a trust by the custodian or trustee thereof, or the
dissolution or other termination of the family partnership or the termination of a custodianship under the Uniform Transfers to Minors Act or other similar statute, to the person or persons who, in accordance with the terms of such trust,
partnership of custodian are entitled to receive Options held in trust, partnership or custody. In such event, the spouse, lineal descendant, trustee, partnership or custodianship will be entitled to all of the Participant’s rights with respect
to the assigned portion of such Option, and such portion of the Option will continue to be subject to all of the terms, conditions and restrictions applicable to the Option, as set forth herein and in the related Option agreement. Any such
assignment will be permitted only if (x) the Participant does not receive any consideration therefor; and (y) the assignment is expressly permitted by the 

  

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applicable Option agreement and any amendment thereto as approved by the Board. The Board’s approval of an Option agreement with assignment rights or
amendment of an Option agreement to allow for assignment rights for any one Participant will not require the Board to include such assignment rights in an Option agreement or any amendment thereto with any other Participant. Any such assignment will
be evidenced by an appropriate written document executed by the Participant, and the Participant will deliver a copy thereto to the Board on or prior to the effective date of the assignment. An assignee or transferee of an Option must sign an
agreement with the Company to be bound by the terms of the applicable Option agreement. 
  
 PART IV. ADDITIONAL PROVISIONS 
  
 1.
Administration. The Board administers the Plan. The Board may act by vote of a majority of the members present at a meeting, or without a meeting by written consent of the majority of the members to the action taken. The Board has
full power to interpret the Plan, formulate additional details and regulations for carrying out the Plan and amend or terminate the Plan as from time to time it deems proper and in the best interest of the Company. Any decision or interpretation of
the Board is final and conclusive. 
  
 2. Statement of
Account. Each Participant will receive an annual statement showing the number and status of and essential terms applicable to Common Stock Units, Options and Restricted Stock Units that have been awarded to the Participant under the
Plan. 
  
 3. Unsegregated Funds. The Company will not
segregate any funds or securities during the Deferral Period and service as a non-employee Director of the Company is the Participant’s acknowledgment and agreement that any interests of the Participant remain a part of the Company’s
general funds and are subject to the claims of the Company’s general creditors during the Deferral Period. Nothing in this Plan will be construed as creating any trust, express or implied, for the benefit of any Participant. 

 
 4. Change in Capital Structure. In the event of any change in the
Common Stock by reason of any stock dividend, split, combination of shares, exchange of shares, warrants or rights offering to purchase Common Stock at a price below its fair market value, reclassification, recapitalization, merger, consolidation or
other change in capitalization, appropriate adjustment may be made by the Board in the number and kind of shares subject to the Plan and any other relevant provisions of the Plan, and any such adjustments will be binding and conclusive on all
persons. 
  

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 5. Common Stock Subject to the Plan. Common Stock to be issued under this Plan may be made available
from shares of Common Stock held in the treasury, from Common Stock purchased in the open market and, provided they have been reserved for issuance and listed on the New York Stock Exchange and all other exchanges on which the Common Stock are
listed, as appropriate, from authorized but unissued Common Stock. 
  
 6. Payment of Certain Costs of the Participant. If a dispute arises regarding the interpretation or enforcement of this Plan and the Participant (or in the event of his or her death, his beneficiary) obtains a final
judgment in his or her favor from a court of competent jurisdiction from which no appeal may be taken, whether because the time to do so has expired or otherwise, or his or her claim is settled by the Company prior to the rendering of such a
judgment, all reasonable legal and other professional fees and expenses incurred by the Participant in contesting or disputing any such claim or in seeking to obtain or enforce any right or benefit provided for in this Plan or in otherwise pursuing
his or her claim will be promptly paid by the Company with interest thereon at the highest Illinois statutory rate for interest on judgments against private parties from the date of payment thereof by the Participant to the date of reimbursement by
the Company. 
  
 7. Reservation of Rights. Nothing in
this Plan will be construed to (a) give any Participant any right to defer compensation received for services as a director of the Company other than as expressly authorized and permitted in this Plan or in any other plan or arrangement approved by
the Board, (b) create any obligation on the part of the Board to nominate any Participant for reelection by the Company’s stockholders or (c) limit in any way the right of the Board to remove a Participant as a director of the Company.

  
 8. Amendment or Termination. The Board may, at any time
by resolution, terminate or amend this Plan provided that no such termination or amendment will adversely affect the rights of Participants or beneficiaries of Participants, including rights with respect to cash, Common Stock Units, Options or
Restricted Stock Units granted prior to such termination or amendment, without the consent of the Participant or, if applicable, the Participant’s beneficiaries. 
  
 9. Regulatory Compliance and Listing. The issuance or delivery of any shares of Common Stock deliverable under this
Plan may be postponed by the Company for such period as may be required to comply with any applicable requirements under the federal securities laws, any applicable listing requirements of any national securities exchange and requirements under any
other law or regulation applicable to the issuance or delivery of such shares, and the Company will not be obligated to issue or deliver any such shares if the issuance or delivery of such shares will constitute a 

  

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violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange. 
  
 10. Withholding. The Company will have the right to deduct or withhold
from all payments of compensation any taxes required by law to be withheld with respect to such payments. 
  
 11. Pooling of Interests. Notwithstanding any other provision of the Plan to the contrary, in the event that the consummation of a Change in Control
is contingent on using pooling of interests accounting methodology, the Board may take any action necessary to preserve the use of pooling of interest accounting. 
  
 12. Change in Law. If, for any reason, the anticipated benefits of the deferral of any Deferred Amount pursuant to this
Plan or any provision hereof are frustrated by reason of any interpretation of or change in law, policy or regulation, the Board may, in its discretion, terminate the deferral arrangement or delete or suspend the operation of such provision.

  
 13. Governing Law. This Plan will be governed by the laws
of the State of Illinois without regard to its choice of law or conflict of law provisions. 
  

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 FMC CORPORATION

 COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS 
  
 CHANGES IN COMPENSATION 
  
 The Nominating and Corporate Governance Committee approved the following changes to the structure of Director Compensation to become effective May 1, 2003. 
  

							
	 Compensation Elements

	  	Current

	  	New

	  	 Comments


	 Annual Retainer Fee
	  	$40,000	  	No Change	  	Cash and equity proportions remain unchanged
	 Board Meeting Fees
	  	$1,000	  	$1,500	  	 
	 Committee Meeting Fees
	  	$1,000	  	$1,500	  	 
	 Chairman Retainer
	  	$4,000	  	$7,000	  	Audit Committee Chairman Retainer $9,000
	 Annual Equity Grant
	  	 	  	No Change	  	Restricted Stock Units
	 Audit Committee Retainer
	  	$0	  	$3,000	  	Audit Committee Members also receive $3,000 retainer