Exhibit





	
			
	 
	 
	Exhibit 10.iii.d.3

	
	 
	The Mosaic Company
3033 Campus Drive
Plymouth, MN 55441
USA
Tel (763) 577-2700
www.mosaicco.com

















May 4, 2012  


Walter Precourt
200 3rd Street
Excelsior, MN  55331



Letter of Understanding: Long Term International Assignment to Regina, SK, Canada.


Dear Walter,


On behalf of The Mosaic Company (hereafter referred to as “the Company”), it is my pleasure to confirm the terms of your international assignment package for the position of Senior Vice President, Potash in Regina, SK, Canada. 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 Tampa, Florida, USA and your host country location will be considered Regina, SK, Canada.


The start date of your new position is May 15, 2012.  The anticipated move date will be approximately July 1st, 2012 based on the ability to secure required work authorization. Your international assignment will continue for a period of approximately 36 months after which a review to extend it may occur. Any time spent in Regina, SK, Canada, prior to the assignment start date will be considered a business trip.  


Your anticipated repatriation date is July 1st, 2015, 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 five (5) years on assignment, it is mutually agreed that you will remain in Regina, SK, Canada for a longer period of time, discussions for your localization will begin.


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: 
Jitla Arner-Meyerhoff,  International Relocation Counsellor
Plus Relocation Services, Inc. (PLUS)
600 Hwy 169 South, Suite 500, Minneapolis, MN 55426
Tel: 1.952.512.5582  Fax: 1.952.358.7782  E-mail: jarnermeyerhoff@plusrelocation.com


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 country payroll department. 


You will assume the title of Senior Vice President, Potash in Regina, SK, Canada and will be reporting to Joc O’Rourke. 











Compensation and Incentives
As an employee of the Company’s home country, your base pay structure will remain that same as when you were working in your home country location. As such, your annual base salary will be $340,000 USD equivalent 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 MIP bonus plan and will be subject to required deductions as determined by the home countries governing tax criteria for economic and social tax collection.
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.
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 dependents 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 as appropriate.


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:
Two Greenway Plaza, Suite 200, Houston, TX 77046
Phone: +44 (20) 7259 8021; www.emigra.com 


	
			
	Walter Precourt
	Page 2 of 7
	2/1/2017













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.


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


Mosaic Global Expatriate Assignment Benefits Summary
	
		
	 
	BENEFITS

	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
	§    Packing, transporting and insuring
§    Customs duties covered
§    30 days in transit storage (no storage for autos)
§    Pet Transportation costs capped at 5,000 USD/5,000 CAD
§    Home Country Perm Storage: Up to 450 – 600 USD/month


§    Surface Shipment
§    Full service household goods shipment by vanline


§    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 and high school aged children, grades 9-12
§    Round-trip airfare per travel policy guidelines
§    Reasonable meals, lodging, and local transportation
§    Mileage at current rate, if applicable
§    Childcare 50 USD/50 CAD per day

	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
§    Car rental/public transportation reimbursed for up to 30 days






	
			
	Walter Precourt
	Page 3 of 7
	2/1/2017











	
		
	 
	BENEFITS

	Annual Home Leave and On Assignment travel
	§    1 return trip annually for employee and accompanying family members
§    Round-trip airfare per travel policy guidelines
§    Airport transportation, rental car, lodging
§    1 trip up to 7 days every 12 months
§    Available after the first 6 months of assignment and prior to the final 6 months prior to repatriation

	Dependent Travel
	§    1 trip annually for eligible immediate family members
§    Round-trip airfare per travel policy guidelines

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

	Home Country
Housing Support
	§    If home maintained, Property Management up to 200 USD/200 CAD per month for homeowners 
§    For renters: Lease termination up to 2 month’s rent

	Host Country
Housing Support
	§    Host country housing (rent), and utilities, as authorized
§    Security deposits covered by company
§    Rental Commissions covered per destination norms
§    Home housing norm deduction
§    Purchases not supported or recommended

	Host Country
Transportation
	§    Transportation Allowance, based on local culture and job level

	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)

	Family/
Spousal Assistance
	§    Up to 3,000 USD/3,000 CAD per assignment for reimbursement

	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
750 Boone Avenue N #102
Minneapolis, MN 55427
Tel: 1.763.746.4557 Email: razad@globaltaxnetwork.com 


	
			
	Walter Precourt
	Page 4 of 7
	2/1/2017











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
Home
Finding 
Trip
	§    May be eligible for a home finding trip if no home country housing is owned or maintained.
§    1 trip up to 5 days/4 nights 
§    Employee, spouse and high school aged children, grades 9-12
§    Round-trip airfare per travel policy 
§    Reasonable lodging, rental car and fuel
§    Meal per diem 30 USD/30 CAD per adult, 15 USD/15 CAD per child age 15 and under
§    Mileage at current rate, if applicable

	Repat Household Goods Shipment
	§    Packing, transporting and insuring
§    30 days in transit storage
§    Allow 10% increase on return shipment
§    Pet Transportation costs capped at 5,000 USD/5,000 . CAD


§    Surface Shipment
§    Full service household goods shipment by vanline 


§    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
Temporary Living
	§    Furnished/serviced housing
§    Up to 30 days
§    No meals, unless there are no cooking facilities; case by case calculation
§    Car rental/public transportation reimbursed for up to 30 days

	Repat
Home Country Housing Support
	§    1 day rental tour, if applicable

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




Re-employment
Although the Company cannot guarantee any position of employment when your international assignment ends, the intention of the Company is to make reasonable efforts to identify a suitable location and position that will most benefit from the skills, experience, and expertise you have gained during your international assignment. In the event that a reasonably appropriate position is not available to you, and in the event your re-employment is, therefore, involuntarily terminated by the Company within 30 days of the conclusion of your assignment for reasons other than for “Cause” (as defined below), and subject to your execution of a separation agreement and release of claims reasonably acceptable to the Company, the Company will provide you with such severance benefits as may be available under the Company’s applicable policy at the time your international assignment ends.


For purposes of this Agreement, “Cause” means: (a) malfeasance which has an adverse impact upon the Company; (b) refusal to perform duties ordinarily performed by an employee in the same or similar position; (c) conviction of a felony or misdemeanor; (d) failure to comply with the written or known policies of the Company or directions of your superiors; (e) failure to fulfill your employment responsibilities in a competent and professional manner; or (f) a material breach of this Agreement or the Proprietary and Confidential Information Agreement previously signed by you at your hire. 


	
			
	Walter Precourt
	Page 5 of 7
	2/1/2017











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, Director Strategic Staffing.  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/ Walt Precourt
	 
	May 19, 2012

	Walter Precourt
	 
	Date

	International Assignee
	 
	 

	 
	 
	 
	 

	 
	 
	 

	Joc O'Rourke
	 
	Date

	Executive Vice President Operations
	 
	 

	 
	 
	 
	 

	/s/ Renee Robideau
	 
	5/19/2012

	Renee Robideau
	 
	Date

	Director Strategic Staffing
	 
	 
















	
			
	Walter Precourt
	Page 6 of 7
	2/1/2017















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:
	Walter Precourt
	 
	 
	 

	 
	 
	 
	 
	 

	SIGNATURE:
	/s/ Walt Precourt
	 
	DATE:
	May 19, 2012

	 
	 
	 
	 
	 










	
			
	Walter Precourt
	Page 7 of 7
	2/1/2017