ex1021lithiumnonqadoptio






LIVENT NONQUALIFIED SAVINGS PLAN        ADOPTION AGREEMENT  





 






                     TABLE OF CONTENTS   1.01    PREAMBLE                                                                 1   1.02    PLAN                                                                     1   1.03 PLAN SPONSOR                                                                1   1.04 EMPLOYER                                                                    2   1.05 ADMINISTRATOR                                                               2   1.06 KEY EMPLOYEE DETERMINATION DATES                                            2   2.01    PARTICIPATION                                                            3   3.01 COMPENSATION                                                                4   3.02 BONUSES                                                                     5   4.01    PARTICIPANT CONTRIBUTIONS                                                6   5.01 EMPLOYER CONTRIBUTIONS                                                      9   6.01    DISTRIBUTIONS                                                           12   7.01    VESTING                                                                 17   8.01 UNFORESEEABLE EMERGENCY                                                    21   9.01    INVESTMENT DECISIONS                                                    22   10.01 TRUST                                                                     23   11.01 TERMINATION UPON CHANGE IN CONTROL                                        24   11.02 AUTOMATIC DISTRIBUTION UPON CHANGE IN CONTROL                             24   11.03 CHANG E IN CO NTROL                                                       24   12.01 GOVERNING STATE LAW                                                       25   APPENDIX A                                                                      27                                         - TOC 1 -                                                                              July 2018  





 






                          ADOPTION AGREEMENT   1.01 PREAMBLE           By the execution of this Adoption Agreement the Plan Sponsor hereby [complete (a) or         (b)]          (a)  Z adopts a new plan as of January 1, 2019. Account balances and associated                   distribution elections under the FMC Corporation Nonqualified Savings &                   Investment Plan (the "FMC Plan") with respect to compensation earned on or                   before December 31, 2018 are transferred into this Plan effective as of                   January 1, 2019, or as soon as administratively feasible following such date,                   for those Plan participants with an account under the FMC Plan as of                   December 31, 2018. Deferral and distribution elections with respect to                   compensation earned after December 31, 2018 shall be made in accordance                   with the provisions of this Plan, as provided herein.          (b) Ei    amends and restates its existing plan as of [month, day, wad which is the                   Amendment Restatement Date. Except as otherwise provided in Appendix A,                   all amounts deferred under the Plan prior to the Amendment Restatement                   Date shall be governed by the terms of the Plan as in effect on the day before                   the Amendment Restatement Date.                    Original Effective Date: [month, day, yeal                    Pre-409A Grandfathering: El Yes       E No   1.02 PLAN          Plan Name: Livent Nonqualified Savings Plan          Plan Year: Calendar Year   1.03 PLAN SPONSOR          Name: FMC Lithium USA Corp.          Address: 2929 Walnut Street, Philadelphia, Pennsylvania 19104          Phone #: (215) 557-9150                                                                     EIN #: 82-4688610          Fiscal Year: December 31          Is stock of the Plan Sponsor, any Employer or any Related Employer publicly traded on         an established securities market?    1E1 Yes     n No                                                  - 1 -                                                                                     July 2018  





 






1.04 EMPLOYER          The following entities have been authorized by the Plan Sponsor to participate in and         have adopted the Plan [insert "Not Applicable" if none have been authorized]:          Entity                                    Publicly Traded on Est. Securities Market                                                         Yes                    No                                                                                 LI    1.05 ADMINISTRATOR          The Plan Sponsor has designated the following party or parties to be responsible for the         administration of the Plan:          Name: Livent Employee Benefit Plan Committee          Address: 2929 Walnut Street, Philadelphia, Pennsylvania 19104          Note: The Administrator is the person or persons designated by the Plan Sponsor to be         responsible for the administration of the Plan. Neither Fidelity Employer Services         Company nor any other Fidelity affiliate can be the Administrator.   1.06 KEY EMPLOYEE DETERMINATION DATES          The Employer has designated December 31 as the Identification Date for purposes of         determining Key Employees.          In the absence of a designation, the Identification Date is December 31.          The Employer has designated April 1 as the effective date for purposes of applying the         six month delay in distributions to Key Employees.          In the absence of a designation, the effective date is the first day of the fourth month         following the Identification Date.                                                  - 2 -                                                                                     July 2018  





 






2.01 PARTICIPATION           (a)  Z    Employees [complete (i), (ii) or (iii)]               (i)  LI Eligible Employees are selected by the Employer.               (ii) Z Eligible Employees are those employees of the Employer who satisfy                        the following criteria:                         Employee earned a total of at least $250,000 (based on Compensation                         including Bonus) in the prior Plan Year and is reasonably expected to                        earn at least $250,000 in the Plan Year, or                          Employee earned a total of at least $250,000 (based on Compensation                        including Bonus) in the year prior to the prior Plan Year (but not in the                        prior Plan Year), and is reasonably expected to earn at least $250,000                        in the Plan Year, or                         Any other Employee who transferred to Livent Corporation and                        participated in the FMC Corporation Employees' Retirement Program as                        of 12/31/2018, but, only for purposes of receiving Employer                        Contributions under Section 5.01(b) that would be in excess of the IRC                        Sec. 415(c) limits under the Livent Savings and Investment Plan when                        added to total allocations for a limitation year under that Plan, or                          Other Employees as selected by the Employer.                (iii) 111 Employees are not eligible to participate.          (b)  El   Directors [complete (i), (ii) or OW               (i)  L  All Directors are eligible to participate.               (ii) E] Only Directors selected by the Employer are eligible to participate.                    Z     Directors are not eligible to participate.                                                   - 3 -                                                                                     July 2018  





 






3.01 COMPENSATION          For purposes of determining Participant contributions under Article 4 and Employer         contributions under Article 5, Compensation shall be defined in the following manner         [complete (a) or (b) and select (c) and/or (d), if applicable]:          (a)  0 Compensation is defined as:           (b)  El Compensation as defined in the Livent Savings and Investment Plan without                   regard to the limitation in Section 401(a)(17) of the Code for such Plan Year                   plus any Compensation deferred under Sec. 4.01 of this Plan          (c)  0 Director Compensation is defined as:           (d)  LI  Compensation shall, for all Plan purposes, be limited to $           (e) 0     Not Applicable.                                                  - 4 -                                                                                     July 2018  





 






                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                3.02 BONUSES          Compensation, as defined in Section 3.01 of the Adoption Agreement, includes the         following type of bonuses that will be the subject of a separate deferral election:                                                             [Will be treated as]         Type                                        Performance Based Compensation                                                        Yes                    No         Management Incentive Award that is         paid in cash and based on a         performance period that is one calendar         year ("Management Incentive Award")             z                     LI                                                        iii                    ii                                                        ri                     u                                                        EI                     El                                                         o                     Ei          El   Not Applicable.                                                  - 5 -                                                                                     July 2018  





 






4.01 PARTICIPANT CONTRIBUTIONS           If Participant contributions are permitted, complete (a), (b), and (c). Otherwise complete         (d).          (a)  Amount of Deferrals               A Participant may elect within the period specified in Section 4.01(b) of the              Adoption Agreement to defer the following amounts of remuneration. For each              type of remuneration listed, complete "dollar amount" and/or "percentage amount".               (i)  Compensation other than Bonuses [do not complete if you complete CD]                                           Dollar Amount         % Amount                    Type of                    Remuneration         Min       Max        Min       Max      Increment                     (a) Compensation                       other than                       Bonuses                                1%        50%         1%                     (b)                      (c)                     Note: The increment is required to determine the permissible deferral                   amounts. For example, a minimum of 0% and maximum of 20% with a 5%                   increment would allow an individual to defer 0%, 5%, 10%, 15% or 20%.               (ii) Bonuses [do not complete if you complete (iii)]                                          Dollar Amount          % Amount                     Type of Bonus       Min       Max        Min        Max      Increment                     (a) Management                        Incentive                       Award                                 1%        100%         1%                     (b)                      (c)                (iii) Compensation [do not complete if you completed (i) and (ii)]                            Dollar Amount                  % Amount                          Min           Max            Min           Max         Increment                                                  - 6 -                                                                                     July 2018  





 






     (iv) Director Compensation                                  Dollar Amount           % Amount             Type of             Compensation       Min        Max        Min       Max      Increment              Annual Retainer              Meeting Fees              Other:              Other:   (b) Election Period        (i)  Performance Based Compensation             A special election period             N    Does             1=1 Does Not             apply to each eligible type of performance based compensation referenced in            Section 3.02 of the Adoption Agreement.             The special election period, if applicable, will be determined by the Employer.        (ii) Newly Eligible Participants             An employee who is classified or designated as an Eligible Employee during            a Plan Year             IZ May             0    May Not             elect to defer Compensation earned during the remainder of the Plan Year by            completing a deferral agreement within the 30 day period beginning on the            date he is eligible to participate in the Plan.             The special election period, if applicable, will be determined by the Employer.                                           - 7 -                                                                              July 2018  





 






(c)  Revocation of Deferral Agreement        A Participant's deferral agreement        El Will              Will Not        be cancelled for the remainder of any Plan Year during which he receives a       hardship distribution of elective deferrals from a qualified cash or deferred       arrangement maintained by the Employer to the extent necessary to satisfy the       requirements of Reg. Sec. 1.401(k)-1(d)(3). If cancellation occurs, the Participant       may resume participation in accordance with Article 4 of the Plan.   (d)  No Participant Contributions        0     Participant contributions are not permitted under the Plan.                                            - 8 -                                                                               July 2018  





 






5.01 EMPLOYER CONTRIBUTIONS         If Employer contributions are permitted, complete (a) and/or (b). Otherwise complete         (c).          (a)  Matching Contributions               (i) Amount                    For each Plan Year, the Employer shall make a matching contribution on                   behalf of each Participant who defers Compensation for the Plan Year and                   satisfies the requirements of Section 5.01(a)(ii) of the Adoption Agreement                   equal to [complete the ones that are applicable]:                    (A)  III [insert percentadel% of the Compensation the Participant has                             elected to defer for the Plan Year                    (B) El    An amount determined by the Employer in its sole discretion                    (C)  El Matching contributions for each Participant shall be limited to                             $        and/or finsert percentapel% of Compensation                    (D)IZ     Other:                              Eighty percent (80%) of a Participant's elective deferrals under the                             Plan not to exceed 5% of total Compensation, inclusive of                             deferrals made under this Plan, offset by the maximum allowable                             match under the Livent Savings and Investment Plan. For, clarity                             the maximum allowable match under both plans will not exceed                              4% of a Participant's total Compensation, inclusive of deferrals to                             this Plan, for an applicable Plan Year.                     (E)  El Not Applicable [Proceed to Section 5.01(b)]               (ii) Eligibility for matching contribution                    A Participant who defers Compensation for the Plan Year shall receive an                   allocation of matching contributions determined in accordance with Section                   5.01(a)(i) provided he satisfies the following requirements [complete the ones                   that are applicable]:                    (A) 0     Describe requirements:                     (B)  [1] Is selected by the Employer in its sole discretion to receive an                             allocation of matching contributions                                                 - 9 -                                                                                     July 2018  





 






          (C) IZI No requirements        (iii) Time of Allocation             Matching contributions, if made, shall be treated as allocated [select one]:             (A)  C1 As of the last day of the Plan Year             (B)  Ill At such times as the Employer shall determine in its sole                       discretion             (C)  El At the time the Compensation on account of which the matching                       contribution is being made would otherwise have been paid to the                       Participant, or at a later time as the Employer shall elect in its sole                       discretion.             (D)  El Other:    (b)  Other Contributions        (i) Amount             The Employer shall make a contribution on behalf of each Participant who            satisfies the requirements of Section 5.01(b)(ii) equal to [complete the ones            that are applicable]:             (A)   Z An amount equal to 5% of the Participant's Compensation in                       excess of IRC Sec. 401(a)(17).             (B)        An amount determined by the Employer in its sole discretion             (C)   El Contributions for each Participant shall be limited to $              (D)   Z Other:                        See Addendum              (E)  El Not Applicable [Proceed to Section 6.01]                                           - 10 -                                                                               July 2018  





 






     (ii) Eligibility for Other Contribution             A Participant shall receive an allocation of other Employer contributions            determined in accordance with Section 5.01(b)(i) for the Plan Year if he            satisfies the following requirements [complete the one that is applicable]:             (A) 0 Describe requirements:              (B)  Z Is selected by the Employer in its sole discretion to receive an                      allocation of other Employer contributions             (C)  0 No requirements        (iii) Time of Allocation             Employer contributions, if made, shall be treated as allocated [select one]:             (A)  0 As of the last day of the Plan Year             (B)E      At such times or times as the Employer shall determine in its sole                      discretion             (C)  Ig Other:                       At the time the Compensation on account of which the Other                      Contribution is being made would otherwise have been paid to the                      Participant, or at a later time as the Employer shall elect in its sole                      discretion.    (c)  No Employer Contributions        0    Employer contributions are not permitted under the Plan.                                                                                July 2018  





 






6.01 DISTRIBUTIONS          The timing and form of payment of distributions made from the Participant's vested         Account shall be made in accordance with the elections made in this Section 6.01 of the         Adoption Agreement except when Section 9.6 of the Plan requires a six month delay for         certain distributions to Key Employees of publicly traded companies.          (a)  Timing of Distributions               (i)  All distributions shall commence in accordance with the following [choose                   one]:                    (A)  IT   As soon as administratively feasible following the distribution                             event but in no event later than the time prescribed by Treas. Reg.                             Sec. 1.409A-3(d).                    (B)  Z On the first day of the month following the distribution event.                    (C)  El Annually on specified month and day finsert month and day]                    (D)  0 Calendar quarter on specified month and day 'insert month and                             davl Qfinsert numerical quarter 1, 2, 3, or 41               (ii) The timing of distributions as determined in Section 6.01(a)(i) shall be                   modified by the adoption of:                    (A)  Li   Event Delay — Distribution events other than those based on                             Specified Date or Specified Age or Separation from Service plus 6                             months will be treated as not having occurred for 90 days                    (B)  f    Hold Until Next Year — Distribution events other than those based                              on Specified Date or Specified Age will be treated as not having                              occurred for twelve months from the date of the event if payment                              pursuant to Section 6.01(a)(i) will thereby occur in the next                              calendar year or on the first payment date in the next calendar                              year in all other cases                    (C)       Immediate Processing — The timing method selected by the Plan                              Sponsor under Section 6.01(a)(i) shall be overridden for the                             following distribution events [insert events]:                     (D)       Not applicable                                                  - 12 -                                                                                     July 2018  





 






(b)  Distribution Events        Participants may elect the following payment events and the associated form or       forms of payment. If multiple events are selected, the earliest to occur will trigger       payment. For installments, insert the range of available periods (e.g., 5-15) or       insert the periods available (e.g., 5, 7, 9).                                                           Lump Sum      Installments        (i)  IZI  Specified Date                               X          2-10 years        (ii) III  Specified Age                                                years        (iii) El Separation from Service                                       years        (iv) IZ Separation from Service plus 6 months          X          2-10 years        (v) D     Separation from Service plus                      months [not to exceed       months]                          years        (vi) I=1 Retirement                                                    years        (vii)D    Retirement plus 6 months                                     years        (viii) 111 Retirement plus      months                                  years        (ix) 111 Disability                                                     years        (x) El    Death                                                         years        (xi) El Change in Control                                               years        The minimum deferral period for Specified Date or Specified Age event shall be              years.        Installments may be paid [select each that applies]        Z Monthly        Z Quarterly        Z Annually                                           - 13 -                                                                              July 2018  





 






(c)  Specified Date and Specified Age elections may not extend beyond age: Not       Applicable.   (d)  Payment Election Override        Payment of the remaining vested balance of the Participant's Account will       automatically occur at the time specified in Section 6.01(a) of the Adoption       Agreement in the form indicated upon the earliest to occur of the following events       [check each event that applies and for each event include only a single form of       payment]:        Events                                                 Form of Payment                                                         Lump Sum        Installments        0    Separation from Service        0    Separation from Service before Retirement        El   Death        0 Disability        LI   Not Applicable   (e)  Involuntary Cashouts        Z For participants transferred from the FMC Plan as of December 31, 2018, if            the Participant's vested Account at the time of his Separation from Service            does not exceed the Code section 402(g) limit, distribution of the vested            Account shall automatically be made in the form of a single lump sum in            accordance with Section 9.5 of the Plan. For participants who begin            participating in the Plan on or after January 1, 2019, if the Participant's vested            Account at the time of his Separation from Service does not exceed $50,000,            distribution of the vested Account shall automatically be made in the form of a            single lump sum in accordance with Section 9.5 of the Plan.        0    There are no involuntary cashouts.   (f)  Retirement        111  Retirement shall be defined as a Separation from Service that occurs on or            after the Participant [insert description of requirements]:                                           - 14 -                                                                              July 2018  





 






     Z    No special definition of Retirement applies.   (g)  Distribution Election Change        A Participant        Z Shall        0 Shall Not        be permitted to modify a scheduled distribution date and/or payment option in       accordance with Section 9.2 of the Plan.        A Participant shall generally be permitted to elect such modification an unlimited       number of times.        Administratively, allowable distribution events will be modified to reflect all options       necessary to fulfill the distribution change election provision.   (h)  Frequency of Elections        The Plan Sponsor        N    Has        0 Has Not        elected to permit annual elections of a time and form of payment for amounts       deferred under the Plan. If a single election of a time and/or form of payment is       required, the Participant will make such election at the time he first completes a       deferral agreement which, in all cases, will be no later than the time required by       Reg. Sec. 1.409A-2.                                           - 15 -                                                                              July 2018  





 






(i)  Disability        For Purposes of Section 2.11 of the Plan, Disability shall be defined as        0 Total disability as determined by the Social Security Administration or the            Railroad Retirement Board.        0    As determined by the Employer's long term disability insurance policy.        El   As follows [insert description of requirements]:         0    Not applicable.                                           - 16 -                                                                              July 2018  





 






7.01 VESTING          (a)   Matching Contributions                The Participant's vested interest in the amount credited to his Account attributable               to matching contributions shall be based on the following schedule:                N    Years of Service     Vesting %                            0               100%       [insert "100" if there is immediate vesting]                            1                   %                            2                   %                             3                   %                            4                   %                             5                   %                            6                   %                            7                   %                            8                   %                            9                   °A)                E] Other:                 El   Class year vesting applies:                 El   Not applicable.                                                   - 17 -                                                                                      July 2018  





 






(b)  Other Employer Contributions        The Participant's vested interest in the amount credited to his Account attributable       to Employer contributions other than matching contributions shall be based on the       following schedule:        EM   Years of Service      Vesting %                     0                100%       [insert "100" if there is immediate vesting]                    1                   %                    2                   %                    3                   %                    4                   %                    5                   %                    6                   %                    7                   %                    8                   %                    9                   %        111  Other:         El   Class year vesting applies:              Not applicable.                                           - 18 -                                                                               July 2018  





 






(c)  Acceleration of Vesting        The Participant's vested interest in his Account will automatically be 100% upon       the occurrence of the following events [select the ones that are applicable]:        (i)  fl  Death.        (ii) Ej   Disability.        (iii) LI  Change in Control.        (iv) El   Eligibility for Retirement.        (v)  LI  Other:         (vi)      Not applicable.   (d)  Years of Service        (i)  A Participant's Years of Service shall include all service performed for the            Employer and             121 Shall             LI   Shall Not             include service performed for the Related Employer.                                           - 19 -                                                                              July 2018  





 






(ii) Years of Service shall also include service performed for the following       entities:    (iii) Years of Service shall be determined in accordance with [select one]:        (A)  0 The elapsed time method in Treas. Reg. Sec. 1.410(a)-7        (B)  0 The general method in DOL Reg. Sec. 2530.200b-1 through b-4        (C)  0 Participant's Years of Service credited under:                  finsert name of planl         (D) Ej    Other:    (iv) Ell  Not applicable.                                      -20 -                                                                          July 2018  





 






8.01   UNFORESEEABLE EMERGENCY          (a)  A withdrawal due to an Unforeseeable Emergency as defined in Section 2.24:              El   Will               0    Will Not [if Unforeseeable Emergency withdrawals are not permitted, proceed                   to Section 9.01]               be allowed.          (b)  Upon a withdrawal due to an Unforeseeable Emergency, a Participant's deferral              election for the remainder of the Plan Year:               El   Will               0 Will Not               be cancelled. lf cancellation occurs, the Participant may resume participation in              accordance with Article 4 of the Plan.                                                  - 21 -                                                                                     July 2018  





 






9.01 INVESTMENT DECISIONS          Investment decisions regarding the hypothetical amounts credited to a Participant's         Account shall be made by [select one]:          (a)  Z The Participant or his Beneficiary          (b)  El   The Employer                                                  -22 -                                                                                     July 2018  





 






10.01 TRUST         The Employer [select one]:          El Does          0    Does Not          intend to establish a rabbi trust as provided in Article 11 of the Plan.                                                  -23 -                                                                                     July 2018                                                                                                              i  





 






11.01 TERMINATION UPON CHANGE IN CONTROL         The Plan Sponsor          El Reserves          111  Does Not Reserves          the right to terminate the Plan and distribute all vested amounts credited to Participant         Accounts upon a Change in Control as described in Section 9.7.   11.02 AUTOMATIC DISTRIBUTION UPON CHANGE IN CONTROL          Distribution of the remaining vested balance of each Participant's Account          El Shall          El   Shall Not          automatically be paid as a lump sum payment upon the occurrence of a Change in         Control as provided in Section 9.7.   11.03 CHANGE IN CONTROL          A Change in Control for Plan purposes includes the following [select each definition that         applies]:          (a)  El A change in the ownership of the Employer as described in Section 9.7(c) of                   the Plan.          (b)  El A change in the effective control of the Employer as described in Section                   9.7(d) of the Plan.          (c)  El A change in the ownership of a substantial portion of the assets of the                   Employer as described in Section 9.7(e) of the Plan.          (d)  El Not Applicable.                                                  - 24 -                                                                                     July 2018  





 






12.01 GOVERNING STATE LAW         The laws of Delaware shall apply in the administration of the Plan to the extent not         preempted by ERISA.                                                  - 25 -                                                                                     July 2018  





 






                            EXECUTION PAGE   The Plan Sponsor has caused this Adoption Agreement to be executeV s 1<L  day of      , 20 De,  •                                Plan Sponsor:                                        By:                                      Title:                                             -26-                                                                            July 2018  





 






                                      APPENDIX A       Additional Contributions for Employees Transferred from the FMC Corporation    Employees' Retirement Program who participated in such Plan on December 31, 2018   For purposes of Sec. 5.01(b)(i)(D), Participants who's allocations are limited under the Livent  Savings and Investment Plan due to the limitations under Internal Revenue Code Sec. 415(c)  for a limitation year will receive an Additional Contribution under this Section in an amount  consistent with the allocation formula for that Participant in the Livent Savings and Investment  Plan as if the limitations under IRC Sec. 415 do not apply. For clarity, amounts provided under  this Plan will be offset by the total allocations provided under the Livent Savings and Investment  Plan and any Contributions under Sec. 5.01(b)(i)(A) for an applicable Plan Year.                                                  -27 -                                                                                     July 2018