Form of Employee Non-Qualified Stock Option



 Exhibit 10.iii.a. 
 THE MOSAIC COMPANY 
 NON-QUALIFIED STOCK OPTION AGREEMENT 
 This NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) is made this        day of
                ,         , by and between The Mosaic Company, a Delaware corporation (the
“Company”) and                              (the “Participant”).

 1. Grant of Option/Termination of Option. The Company hereby grants Participant the option (the “Option”) to
purchase all or any part of an aggregate of              shares (the “Shares”) of common stock of the Company (the “Common Stock”) at the exercise
price of $             per share according to the terms and conditions set forth in this Agreement and in The Mosaic Company 2004 Omnibus Stock and Incentive Plan (the
“Plan”). The Option will not be treated as an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). The Option is issued under the Plan and is
subject to its terms and conditions. A copy of the Plan will be furnished upon request of Participant. The Option shall terminate at the close of business ten (10) years from the date hereof. 
 2. Vesting; Rights/Transferability. 
 (a) Except as otherwise provided in this Agreement, the Option may be exercised by Participant in accordance with the following schedule: 
  

			
	 On or After Each of
 the Following Dates
	  	 Number of Shares
 with respect to which
 the Option is Exercisable

	             ,
        
	  	
	             ,
        
	  	
	             ,
        
	  	

 (b) During the lifetime of Participant, the Option shall be exercisable only by Participant and
shall not be assignable or transferable by Participant, other than by will or the laws of descent and distribution. Notwithstanding the foregoing, Participant may transfer the Option to any Family Member (as such term is defined in the General
Instructions to Form S-8 (or successor to such General Instructions or such Form)), provided, however, that (i) Participant may not receive any consideration for such transfer, (ii) the Family Member must agree in writing not to
make any subsequent transfers of the Option other than by will or the laws of descent and distribution, and (iii) the Company receives prior written notice of such transfer. 
 3. Exercise of Option after Termination of Employment, Retirement, Death or Disability. The Option shall terminate and may no longer be exercised
if Participant ceases to be employed by the Company or its Affiliates, except that: 
 (a) If Participant’s employment shall be
terminated for any reason, voluntary or involuntary, other than (i) for “Cause” (as defined in Section 3(f)) as provided in Section 3(b) below, (ii) Participant’s retirement as provided in Section 3(c)
below or (iii) Participant’s death or disability (within the meaning of Section 22(e)(3) of the Code) as provided in Section 3(d) below, Participant may at any time within a period of three (3) months after such termination
exercise the Option to the extent the Option was exercisable by Participant on the date of the termination of Participant’s employment. 
 [For employees] 







 (b) If Participant’s employment is terminated for Cause, the Option shall be terminated as of the
date of the act giving rise to such termination. 
 (c) If Participant’s employment is terminated because Participant has retired from
the Company at age 60 or older (or pursuant to early retirement with the consent of the Committee) and Participant shall not have fully exercised the Option, the Option shall continue to vest in accordance with the schedule set forth in
Section 2(a) hereof, and such Option may be exercised at any time within sixty (60) months after Participant’s date of termination of employment for retirement, except as otherwise provided in Section 3(d) and Section 3(e)
below. 
 (d) If Participant shall die while the Option is still exercisable according to its terms or if Participant has become disabled
(within the meaning of Section 22(e)(3) of the Code) while in the employ of the Company and Participant shall not have fully exercised the Option, the Option shall continue to vest in accordance with the schedule set forth in Section 2(a)
hereof, and such Option may be exercised at any time within sixty (60) months after Participant’s death or date of termination of employment for disability by Participant, personal representatives or administrators or guardians of
Participant, as applicable or by any person or persons to whom the Option is transferred by will or the applicable laws of descent and distribution, except as otherwise provided in Section 3(e) below. 
 (e) Notwithstanding the above, in no case may the Option be exercised to any extent by anyone after the termination date of the Option. 
 (f) “Cause” shall mean (i) the willful and continued failure by Participant substantially to perform his or her duties and
obligations (other than any such failure resulting from his or her incapacity due to physical or mental illness), (ii) Participant’s conviction or plea bargain of any felony or gross misdemeanor involving moral turpitude, fraud or
misappropriation of funds or (iii) the willful engaging by Participant in misconduct which causes substantial injury to the Company or its Affiliates, its other employees or the employees of its Affiliates or its clients or the clients of its
Affiliates, whether monetarily or otherwise. For purposes of this paragraph, no action or failure to act on Participant’s part shall be considered “willful” unless done or omitted to be done, by Participant in bad faith and
without reasonable belief that his or her action or omission was in the best interests of the Company. 
 4. Method of Exercise of
Option. Subject to the foregoing, the Option may be exercised in whole or in part from time to time by serving written notice of exercise on the Company at its principal office within the Option period. The notice shall state the number of
Shares as to which the Option is being exercised and shall be accompanied by payment of the exercise price. Payment of the exercise price shall be made (i) in cash (including bank check, personal check or money order payable to the Company),
(ii) with the approval of the Company (which may be given in its sole discretion), by delivering to the Company for cancellation shares of the Company’s Common Stock already owned by Participant having a Fair Market Value equal to the full
exercise price of the Shares being acquired, or (iii) with the approval of the Company (which may be given in its sole discretion), by delivering to the Company a combination thereof. 
 5. Change in Control. Upon a Change in Control of the Company, any unvested Shares under the Option granted to Participant pursuant to this
Agreement shall immediately vest without any further act or requirement of Participant. For purposes of this Agreement, a “Change in Control” shall be defined in the following paragraphs. Notwithstanding anything in the following
paragraphs herein stated, no Change in Control shall occur under subparagraph (a), (b) or (c) of this definition of Change in Control as long as Cargill, Incorporated (“Cargill”), whether directly or indirectly through one
or more Cargill Subsidiaries, beneficially owns (as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)), a majority of the voting power of the outstanding shares of 

  

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all classes and series of capital stock of the Company entitled to vote in the general election of directors of the Company, voting together as a single
class (the “Voting Stock”), or more than 50% of the voting power of the then outstanding shares of voting stock (or comparable voting equity interests) of the surviving or acquiring corporation or other entity resulting from a
Business Combination described in subparagraph (c) or a direct or indirect parent entity of the surviving or acquiring corporation or other entity. Except as provided in the immediately preceding sentence, a Change in Control shall occur when:

 (a) a majority of the directors of the Company shall be persons other than persons (1) for whose election proxies
shall have been solicited by the Board of Directors of the Company, or (2) who are then serving as directors appointed by the Board of Directors to fill vacancies on the Board of Directors caused by death or resignation (but not by removal) or
to fill newly-created directorships, 
 (b) 50% or more of the voting power of the outstanding Voting Stock of the Company is
acquired or beneficially owned by any person, entity or group (within the meaning of Section 13d(3) or 14(d)(2) of the Exchange Act) that is unaffiliated with Cargill other than (i) an entity in connection with a Business Combination in
which clauses (x) and (y) of subparagraph (c) apply or (ii) a licensed broker/dealer or licensed underwriter who purchases shares of Voting Stock pursuant to an underwritten public offering solely for the purpose of resale to the
public, 
 (c) the consummation of a merger or consolidation of the Company with or into another entity, a sale or other
disposition (in one transaction or a series of transactions) of all or substantially all of the Company’s assets or a similar business combination (each, a “Business Combination”), in each case unless, immediately following
such Business Combination, (x) all or substantially all of the beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the voting power of
the then outstanding shares of voting stock (or comparable voting equity interests) of the surviving or acquiring entity resulting from such Business Combination (including such beneficial ownership of an entity that, as a result of such
transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one of more subsidiaries), in substantially the same proportions (as compared to the other beneficial owners of the Company’s
Voting Stock immediately prior to such Business Combination) as their beneficial ownership of the Company’s Voting Stock immediately prior to such Business Combination, and (y) no person, entity or group that is unaffiliated with Cargill
beneficially owns, directly or indirectly, 50% or more of the voting power of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity (other than a direct or indirect parent entity of the surviving or
acquiring entity, that, after giving effect to the Business Combination, beneficially owns, directly or indirectly, 100% of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity), 
 (d) Cargill and/or one or more of the Cargill Subsidiaries or other affiliates of Cargill (together, the “Cargill Group”)
acquires, in one or more transactions (and whether by means of a merger, consolidation, tender offer, stock sale or otherwise), beneficial ownership of outstanding shares of Voting Stock that it does not currently beneficially own such that the
Cargill Group’s aggregate beneficial ownership of the Company’s outstanding Voting Stock (excluding beneficial ownership of Voting Stock by any of the Company’s subsidiaries) is at least 90% of the voting power of the Company’s
outstanding Voting Stock, or 
 (e) approval by the shareholders of a definitive agreement or plan to liquidate or dissolve
the Company. 
  

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 For purposes of the definition of Change in Control, a Cargill Subsidiary shall include any corporation,
limited liability company or other entity, a majority of the voting power of the then outstanding shares of voting stock (or comparable voting equity interests) entitled to vote in the general election of directors (or persons filling similar
governing positions in non-corporate entities) of which is beneficially owned by Cargill directly or indirectly through one or more Cargill Subsidiaries, provided that for purposes of this definition, neither the Company nor any subsidiary of the
Company shall be deemed to be a Cargill Subsidiary. For purposes of this definition of Change in Control, an affiliate of Cargill is a person or entity directly, or indirectly through one or more intermediaries, controlling, controlled by, or under
common control with, Cargill. For purposes of clarity and notwithstanding anything to the contrary in this definition of Change in Control, nothing herein shall be construed as constituting a Change in Control if Cargill and/or its affiliates sells
or distributes shares of Voting Stock of the Company beneficially owned by such entities to Cargill’s stockholders, provided that no single person, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act)
becomes a beneficial owner of 50% or more of the voting power of the outstanding Voting Stock of the Company as a result of the sale or distribution. 
 6. Miscellaneous. 
  

	 	(a)	Income Tax Matters. 

 (i) In order
to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are the sole
and absolute responsibility of Participant, are withheld or collected from Participant. 
 (ii) In accordance with the terms
of the Plan, and such rules as may be adopted under the Plan, Participant may elect to satisfy Participant’s federal and state income tax withholding obligations arising upon exercise of the Option by (i) delivering cash, check (bank
check, certified check or personal check) or money order payable to the Company, (ii) having the Company withhold a portion of the Shares otherwise to be delivered having a Fair Market Value equal to the amount of such taxes, or
(iii) delivering to the Company shares of Common Stock already owned by Participant having a Fair Market Value equal to the amount of such taxes. Any such shares already owned by Participant shall have been owned by Participant for no less than
six months prior to the date delivered to the Company if such shares were acquired upon the exercise of an option or upon the vesting of restricted stock units or other restricted stock. The Company will not deliver any fractional Shares but will
pay, in lieu thereof, the Fair Market Value of such fractional Shares. Participant’s election must be made on or before the date that the amount of tax to be withheld is determined. 
 (b) Plan Provisions Control. In the event that any provision of the Agreement conflicts with or is inconsistent in any respect with the terms of
the Plan, the terms of the Plan shall control. Any term not otherwise defined in this Agreement shall have the meaning ascribed to it in the Plan. 
 (c) Rationale for Grant. The Option granted pursuant to this Agreement is intended to offer Participant an incentive to put forth maximum efforts in future services for the success of the Company’s business. The Option is not
intended to compensate Participant for past services. 
 (d) No Rights of Stockholders. Neither Participant, Participant’s legal
representative nor a permissible assignee of this Option shall have any of the rights and privileges of a stockholder of the Company with respect to the Shares, unless and until such Shares have been issued in the name of Participant,
Participant’s legal representative or permissible assignee, as applicable. 
  

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 (e) No Right to Employment. The grant of the Option shall not be construed as giving Participant
the right to be retained in the employ of the Company or an Affiliate, nor will it affect in any way the right of the Company or an Affiliate to terminate such employment at any time, with or without cause. In addition, the Company or an Affiliate
may at any time dismiss Participant from employment free from any liability or any claim under the Plan or the Agreement. Nothing in the Agreement shall confer on any person any legal or equitable right against the Company or any Affiliate, directly
or indirectly, or give rise to any cause of action at law or in equity against the Company or an Affiliate. The Option granted hereunder shall not form any part of the wages or salary of Participant for purposes of severance pay or termination
indemnities, irrespective of the reason for termination of employment. Under no circumstances shall any person ceasing to be an employee of the Company or any Affiliate be entitled to any compensation for any loss of any right or benefit under the
Agreement or Plan which such employee might otherwise have enjoyed but for termination of employment, whether such compensation is claimed by way of damages for wrongful or unfair dismissal, breach of contract or otherwise. By participating in the
Plan, Participant shall be deemed to have accepted all the conditions of the Plan and the Agreement and the terms and conditions of any rules and regulations adopted by the Committee and shall be fully bound thereby. 
 (f) Governing Law. The validity, construction and effect of the Plan and the Agreement, and any rules and regulations relating to the Plan and the
Agreement, shall be determined in accordance with the internal laws, and not the law of conflicts, of the State of Delaware. Participant hereby submits to the nonexclusive jurisdiction and venue of the federal or state courts of Delaware to resolve
any and all issues that may arise out of or relate to the Plan or the Agreement. 
 (g) Severability. If any provision of the
Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would disqualify the Agreement under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to
applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the purpose or intent of the Plan or the Agreement, such provision shall be stricken as to such jurisdiction or
the Agreement, and the remainder of the Agreement shall remain in full force and effect. 
 (h) No Trust or Fund Created. Participant
shall have no right, title, or interest whatsoever in or to any investments that the Company, its Subsidiaries, and/or its Affiliates may make to aid it in meeting its obligations under the Plan. Neither the Plan nor the Agreement shall create or be
construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and Participant or any other Person. 
 (i) Headings. Headings are given to the Sections and subsections of the Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the
construction or interpretation of the Agreement or any provision thereof. 
 (j) Conditions Precedent to Issuance of Shares. Shares
shall not be issued pursuant to the exercise of the Option unless such exercise and the issuance and delivery of the applicable Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities
Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, the requirements of any applicable Stock Exchange and the Delaware General Corporation Law. As a condition to the exercise of
the Option, the Company may require that the person exercising or paying the purchase price represent and warrant that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the
opinion of counsel for the Company, such a representation and warranty is required by law. 
  

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 IN WITNESS WHEREOF, the Company and Participant have executed this Agreement on the date set forth
in the first paragraph. 
  

			
	THE MOSAIC COMPANY
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	PARTICIPANT
	
	  

	Name:	 	  



  

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