Letter Agreement - Pierre Brondeau



 Exhibit 10.18 

 

 

 Corporation 
 1735 Market Street 
 Philadelphia, PA, 19103 
  
  
 October 23, 2009 
 Mr. Pierre Brondeau 
 1515 Mt. Pleasant Road 
 Villanova, PA. 19085

 Dear Pierre: 
 On
behalf of the Board of Directors and in accordance with the terms and conditions outlined in this letter and the attached term sheet, I am pleased to offer you the position of President and Chief Executive Officer (CEO) of FMC Corporation (“the
Company”), effective January 1, 2010. This position is located at the Corporate Headquarters in Philadelphia, PA. 
 In your role as President and CEO you will report to the Board of Directors and serve as an elected board member. It is the Board’s intention, subject to then acceptable governance practices, to elect you Chairman of the Board upon the
retirement of the current Chairman, but not later than October 2010. 
 As President and CEO you will be responsible for
supervision and control of all business affairs of the Company, subject to direction from the Board. It is understood and agreed that your employment is not for any specific duration and may be terminated, at will, by either you or the Company. If
you are terminated by the Company and such termination is not for cause, you would receive severance consisting of 24 months of base salary and 12 months benefits continuation at the active employee rates. 
 This employment offer and the attached term sheet are intended to comply with the requirements of Section 409A of the Internal Revenue
Code (Code) or an exemption or exclusions therefrom, and with respect to amounts that are subject to Section 409A of the Code, shall in all respects be administered in accordance with Section 409A of the Code. Each payment under this
employment offer and the attached term sheet shall be treated as a separate payment for purposes of Section 409A of the Code. All amounts and benefits that constitute “deferred compensation” that are payable or provided upon your
termination of employment shall only be paid or provided if such termination is a “separation from service” within the meaning of Section 409A. In the event that you are a “specified employee” within the meaning of
Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the date of termination), amounts and benefits that constitute “nonqualified deferred compensation” within the
meaning of Section 409A of the Code that would otherwise be payable and benefits that would otherwise be provided under this Agreement during the six-month period immediately following the date of termination of employment shall instead be paid
or provided on the first business day after the date that is six months following your “separation from service” within the meaning of Section 409A. All reimbursements and in-kind benefits provided under this Agreement that constitute
deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements
by the Company under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred, provided, that you have submitted documentation for such fees and expenses
at least 30 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year
(other than medical reimbursements described in Treas. Reg. § 1.409A-3(i)(1)(iv)(B)) shall not affect the in-kind benefits that the Company is








 
obligated to pay or provide in any other calendar year; (iii) your right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for
any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than your remaining lifetime. 
 As a new hire, you will be eligible to participate in Company’s medical plans on the first of the month following a full month of
employment. All other benefits begin immediately. Company provided benefits include: medical, dental, life insurance, short and long-term disability, an executive long-term disability plan, Savings and Investment plans, paid vacation and holidays.

 This employment offer is contingent on the following: 
  

	 	•	 	 Satisfactory completion of reference and background checks, which have been verified as of this date. 


  

	 	•	 	 Satisfactorily passing a substance abuse test and a post-offer employment physical. Please contact Karen Smith at 609-963-6600 to make arrangements
for this work. This assessment and drug screening should take place a minimum of seven working days prior to the anticipated start date of your employment. 


  

	 	•	 	 Providing proof that you have a legal right to work in the United States. Please read the enclosed List of Acceptable Documents for employment
Eligibility Verification and bring the appropriate documentation on your first day of employment. 


  

	 	•	 	 Signing Business Conduct Guidelines/Code of Ethics and Proprietary Information Agreements. 


 There may be other employment-related issues not specifically addressed here, and I would ask you to work with Ken Garrett, the
Company’s Vice President of Human Resources, (215) 299-6021 or me at (970) 799-1630 to address any outstanding issues. 
 On behalf of the Board, we are excited that you have agreed to lead this great Company and look forward to working with you. Please sign in the space provided below to formally accept this offer and return the original to Mr. Garrett
in the self-addressed envelope provided. 
 Sincerely, 
 Edward J. Mooney 
  

	cc:	Kenneth R. Garrett 


	 	William G. Walter 

 I accept the
position as offered under the terms and conditions outlined here and in the attached documents. 
  

					
	 /s/    Pierre R. Brondeau
 Name
	  		  	 November 4, 2010
 Date









 Employment Offer and Term Sheet for Mr. Pierre Brondeau 
 President and Chief Executive Officer, FMC Corporation October 23, 2009 
  
  
  

			
	Compensation Elements	  	Terms

  

			
	 I. Annual Cash
Compensation
  
 •   Base Salary
	  	  
 •   $900,000, reviewed annually beginning
February 2011

	 •   Target Annual
Incentive
	  	 •   Target: 100% of salary ($900,000)
 •   Maximum: 200% of salary
 •   Two part plan based
on Corporate financial measures and individual annual objectives TBD by the Compensation Committee

	 Target Annual Cash
Compensation
	  	 •   $1,800,000

	II. Long-Term Incentives	  	 •   Award size based on performance and market data
 •   February 2010 grant date value approximately $2,500.000
 •   33.3% stock options
 •   33.3% restricted stock
units
 •   33.3% performance—based cash

	 •   Stock
Options
	  	 •   2010 option grant based on Black-Scholes value at date of grant
 •   3-year cliff vesting

	 •   Restricted Stock
Units
	  	 •   3-year cliff
vesting

	 •   Performance-Based
Cash
	  	 •   Based on a relative measure of Total Shareholder Return (TSR) versus established peer group of Chemical companies
 •   Three-year overlapping performance period
 •   Payout determined on point to point measure of TSR

	 Annualized Value of Long-Term
 Incentives at target
	  	 •   $2,500,000


	Annualized target total compensation (excluding benefits
and perquisites)	  	 •   $4,300,000


  

  

			
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	III. Benefits and Perquisites - Current Policy for Senior
Executives
	 	 
	 •   Savings and
Investment Plan (Qualified 401(k) Plan)
	  	 •   Pretax and after tax contributions allowed up to IRC earnings and deferral limits
 •   Company matches 80% on first 5% of employee contributions
 •   Company contributions vest ratably over five year period or at age 55
 •   Fidelity Investments serves as the plan administrator—26 investment choices
 •   Core Company contributions of an additional 5% of eligible earnings for employees hired
after July 1, 2007

	 	 
	 •   Savings and
Investment Plan (Nonqualified Defined Contribution Plan)
	  	 •   Core Company contributions of eligible earnings above IRC earnings limits
 •   Salary and Annual Incentive Pay Deferral option (non-matching feature)
 •   Voluntary salary deferral in excess of IRC earnings limits—eligible for company match

	 	 
	 •   Financial
counseling and tax preparation
	  	 •   $25,000
annually

	 	 
	 •   Vacation and
paid Holidays
	  	 •   Vacation allowance of 25 days
 •   Company
observes 11 paid holidays

	 	 
	 •   Use of corporate
aircraft
	  	 •   Available for business use as required
 •   Available for person use at employee expense

	 	 
	 •   Country Club
Membership
	  	 •   Company paid
membership provided

	 	 
	 IV. Sign-On Compensation
Elements
  
 •   Restricted Stock Units
	  	
 •   $3,000,000 value at date of grant, January 1, 2010 (expected start date)
 •   Three-year cliff vesting

	 	 
	 V. Other Considerations
  
 •   General Severance and
Change-in-Control (CIC) Severance Protection
	  	  
 •   Severance as described in the offer letter, paid a as lump sum within 30 days of termination

 •   Termination, not for cause, occurring after the first year paid as 12
month’s base salary, 12 months annual incentive, at target and continuation of benefits for 12 months
 •   Severance upon involuntary or constructive termination within 2 years of a CIC: Terms same as others executive
 •   Upon retirement, if age 62 or older and ten years of service, unvested options will vest.

	 	 
	 •   Other Provisions

	  	 •   Confidentiality, noncompete, and nonsolicitation provisions for one year, as required


  

  

			
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	 Other Items
 •   Stock
ownership requirements:
 •   Current four times base salary
 •   Five years to achieve target
 •   Restricted shares/units and shares purchased/owned outright or within the Savings and
Investment Plan count toward the guideline
  


 Annual
Incentive 
 Below are the CEOs performance measures and weightings for the current year. 
  

			
	 60%
	  	40%
	  
 Net Income from
Continuing Operations before Special Charges
	  	  
 Individual Objectives



Below is a performance and payout matrix of the cash component of the 2009-2011 Long-term Incentive Award. 
  

			
	 Relative Total Shareholder
 Return

	 Percentile
 Ranking
	  	 % of
Target
 Earned

	 > 80th
	  	200
	 	 
	 50th
	  	100
	 	 
	 >35th
	  	50

  

  

			
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