ex1028sandifernewcicagre






                               FMC Corporation                                Amended and Restated                           Executive Severance Agreement         THIS AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENT is  made and entered into as of the 15th day of May, 2018 (the “Effective Date”) by and between  FMC Corporation (hereinafter referred to as the “Company”) and Andrew D. Sandifer                    (hereinafter referred to as the “Executive”) (the “Agreement”).         WHEREAS, the Executive is currently a party to an Executive Severance Agreement with  the Company dated November 6, 2012 (the “Prior Agreement”); and         WHEREAS, the Executive and the Company desire that this Agreement replace and  supersede the Prior Agreement and all other prior executive severance agreements with the  Company.         NOW THEREFORE, to assure the Company that it will have the continued dedication of  the Executive and the availability of the Executive’s service notwithstanding the possibility, threat,  or occurrence of a Change in Control of the Company, and to induce the Executive to remain in  the employ of the Company, and for other good and valuable consideration, the Company and the  Executive agree to the amendment and restatement of the Prior Agreement as follows:   Article 1.   Establishment, Term, and Purpose   This Agreement is effective from the Effective Date and will continue in effect until December  31, 2015.  On that date, and on each subsequent December 31st, the term of this Agreement will  be extended automatically for one (1) additional year, unless the Committee delivers written notice  six (6) months prior to such date to the Executive that this Agreement will not be extended.  If  timely notice not to extend is given, this Agreement will terminate at the end of the term, or  extended term, then in progress.   However, in the event a Change in Control occurs during the original or any extended term, this  Agreement will remain in effect for the longer of:  (i) twenty-four (24) months beyond the end of  the month in which such Change in Control occurred; and (ii) until all obligations of the Company  hereunder have been fulfilled, and until all benefits required hereunder have been paid to the  Executive.    Article 2.   Definitions   Whenever used in this Agreement, the following terms will have the meanings set forth below and,  when the meaning is intended, the initial letter of the word is capitalized.    2.1.  Affiliate means a corporation or other entity controlled by, controlling or under common   control with the Company, including, without limitation, any corporation partnership, joint   venture or other entity during any period in which at least a fifty percent (50%) voting or profits   interest is owned, directly or indirectly, by the Company or any successor to the Company.    #16640449 v5  





 






 2.2.  Base Salary means the salary of record paid to an Executive as annual salary, excluding   amounts received under incentive or other bonus plans, whether or not deferred.    2.3.  Beneficiary means the persons or entities designated or deemed designated by the   Executive pursuant to Section 11.2 herein.    2.4.  Board means the Board of Directors of the Company.    2.5.  Cause means:               (a)   the Executive’s Willful and continued failure to substantially perform the        Executive’s employment duties in any material respect (other than any such failure        resulting from physical or mental incapacity or occurring after issuance by the Executive        of a Notice of Termination for Good Reason), after a written demand for substantial        performance is delivered to the Executive that specifically identifies the manner in which        the Company believes the Executive has failed to perform the Executive’s duties, and after        the Executive has failed to resume substantial performance of the Executive’s duties on a        continuous basis within thirty (30) calendar days of receiving such demand;               (b)   the Executive’s Willfully engaging in conduct (other than conduct covered        under (a) above) which is demonstrably and materially injurious to the Company or an        Affiliate; or               (c)   the Executive’s having been convicted of, or pleading guilty or nolo        contendere to, a felony under federal or state law on or prior to a Change in Control.    2.6.  Change in Control means the happening of any of the following events:               (a)   An acquisition by any Person of beneficial ownership (within the meaning        of Rule 13d-3 promulgated under the Exchange Act) of twenty percent (20%) or more of       either (i) the then outstanding shares of common stock of the Company (the “Outstanding       Company Common Stock”) or (ii) the combined voting power of the then outstanding       voting securities of the Company entitled to vote generally in the election of directors (the       “Outstanding Company Voting Securities”); excluding, however, the following:  (A) any        acquisition directly from the Company, other than an acquisition by virtue of the exercise        of a conversion privilege unless the security being so converted was itself acquired directly        from the Company, (B) any acquisition by the Company, (C) any acquisition by any        employee benefit plan (or related trust) sponsored or maintained by the Company or any        entity controlled by the Company, or (D) any acquisition pursuant to a transaction which        complies with Subsections (i), (ii) and (iii) of Subsection (c) of this Section 2.6;               (b)   A change in the composition of the Board such that the individuals who, as        of the Effective Date, constitute the Board (such Board will be hereinafter referred to as        the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board;        provided, however, for purposes of this Section 2.6, that any individual who becomes a        member of the Board subsequent to the Effective Date, whose election, or nomination for        election by the Company’s stockholders, was approved by a vote of at least a majority of        those individuals who are members of the Board and who were also members of the                                        -2-  #16640449 v5  





 






      Incumbent Board (or deemed to be such pursuant to this proviso) will be considered as        though such individual were a member of the Incumbent Board; but, provided further, that        any such individual whose initial assumption of office occurs as a result of either an actual        or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A       promulgated under the Exchange Act) or other actual or threatened solicitation of proxies       or consents by or on behalf of a Person other than the Board will not be so considered as a       member of the Incumbent Board;              (c)   Consummation of a reorganization, merger or consolidation, sale or other       disposition of all or substantially all of the assets of the Company, or acquisition by the       Company  of the assets or stock of another entity (“Corporate Transaction”); excluding,       however, such a Corporate Transaction pursuant to which (i) all or substantially all of the       individuals and entities who are the beneficial owners, respectively, of the Outstanding       Company Common Stock and Outstanding Company Voting Securities immediately prior       to such Corporate Transaction will beneficially own, directly or indirectly, more than sixty       percent (60%) of, respectively, the outstanding shares of common stock, and the combined       voting power of the then outstanding voting securities entitled to vote generally in the       election of directors, as the case may be, of the corporation resulting from such Corporate       Transaction (including, without limitation, 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) in substantially the same proportions as their       ownership, immediately prior to such Corporate Transaction, of the Outstanding Company       Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no       Person (other than the Company, any employee benefit plan (or related trust) of the       Company or such corporation resulting from such Corporate Transaction) will beneficially       own, directly or indirectly, twenty percent (20%) or more of, respectively, the outstanding       shares of common stock of the corporation resulting from such Corporate Transaction or       the combined voting power of the outstanding voting securities of such corporation entitled       to vote generally in the election of directors except to the extent that such ownership existed       prior to the Corporate Transaction, and (iii) individuals who were members of the       Incumbent Board will constitute at least a majority of the members of the board of directors       of the corporation resulting from such Corporate Transaction; or              (d)   The approval by the stockholders of the Company of a complete liquidation       or dissolution of the Company.    2.7.  Code means the Internal Revenue Code of 1986, as amended from time to time, and any   successor thereto.    2.8.  Committee means the Compensation and Organization Committee of the Board or any   other committee of the Board appointed to perform the functions of the Compensation and   Organization Committee.    2.9.  Company means FMC Corporation, a Delaware corporation, or any successor thereto as   provided in Article 10 herein.                                         -3-  #16640449 v5  





 






 2.10. Date of Separation from Service means the date on which a Qualifying Termination   occurs.    2.11. Disability means complete and permanent inability by reason of illness or accident to   perform the duties of the occupation at which the Executive was employed when such disability   commenced.    2.12. Exchange Act means the Securities Exchange Act of 1934, as amended from time to time,   and any successor thereto.    2.13. Good Reason means, without the Executive’s express written consent, the occurrence of   any one or more of the following:               (a)   The assignment of the Executive to duties materially inconsistent with the        Executive’s authorities, duties, responsibilities and status (including, without limitation,        offices, titles and reporting requirements) as an employee of the Company (including,        without limitation, any material change in duties or status as a result of the stock of the        Company ceasing to be publicly traded or of the Company becoming a subsidiary of       another entity), or a reduction or alteration in the nature or status of the Executive’s        authorities, duties, or responsibilities from the greatest of those in effect (i) immediately       preceding the Company’s entry into any definitive agreement to conduct the Change in       Control, or (ii) immediately preceding the Change in Control;              (b)   The Company’s requiring the Executive to be based at a location which is       at least fifty (50) miles further from the Executive’s then current primary residence than       such residence is from the office where the Executive is located at the time of the Change       in Control, except for required travel on the Company’s business to an extent substantially       consistent with the Executive’s business obligations;              (c)   A reduction by the Company in the Executive’s Base Salary;              (d)   A material reduction in the Executive’s level of participation in any of the       Company’s short- and/or long-term incentive compensation plans, or employee benefit or       retirement plans, policies, practices, or arrangements in which the Executive participates       from the greatest of the levels in place:  (i) immediately preceding the Company’s entry       into any definitive agreement to conduct the Change in Control, or (ii) immediately       preceding the Change in Control;              (e)   The failure of the Company to obtain a satisfactory agreement from any       successor to the Company to assume and agree to perform this Agreement, as contemplated       in Article 10 herein.    provided that any such event shall constitute Good Reason only if Executive notifies the   Company in writing of such event within 90 days following the initial occurrence thereof, the   Company fails to cure such event within 30 days after receipt from Executive of written notice   thereof, and Executive resigns his employment within two years following the initial occurrence   of such event.                                        -4-  #16640449 v5  





 






 The existence of Good Reason will not be affected by the Executive’s temporary incapacity due   to physical or mental illness not constituting a Disability.    2.14. Notice of Termination means a written notice which indicates the specific termination   provision in this Agreement relied upon, and sets forth in reasonable detail the facts and   circumstances claimed to provide a basis for termination of the Executive’s employment under   the provision so indicated.    2.15. Person has the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and   used in Sections 13(d) and 14(d) thereof, including a “group” as provided in Section 13(d).    2.16. Qualifying Termination means any of the events described in Section 3.2 herein, the   occurrence of which triggers the payment of Severance Benefits hereunder.    2.17. Separation from Service means the Executive’s termination of employment with the   Company, its Affiliates and with each member of the controlled group (within the meaning of   Sections 414(b) or (c) of the Code) of which the Company is a member.  An Executive will not   be treated as having a Separation from Service during any period the Executive’s employment   relationship continues, such as a result of a leave of absence, and whether a Separation from   Service has occurred shall be determined by the Committee (on a basis consistent with rules   under Section 409A) after consideration of all the facts and circumstances, including whether   either no further services are to be performed or there is a reasonably anticipated permanent and   substantial decrease (e.g., 80% or more) in the level of services to be performed (and the related   amount of compensation to be received for such services) below the level of services previously   performed (and compensation previously received).    2.18. Severance Benefits means the payment of severance compensation as provided in   Section 3.3 herein.    2.19. Trust means the Company grantor trust described in Article 6 of this Agreement.    2.20. Willful means any act or omission by the Executive that was in good faith and with a   reasonable belief that the action or omission was in the best interests of the Company or its   affiliates.  Any act or omission based upon authority given pursuant to a duly adopted Board   resolution, or, upon the instructions of any senior officer of the Company, or based upon the   advice of counsel for the Company will be conclusively presumed to be taken or omitted by the   Executive in good faith and in the best interests of the Company and/or its affiliates.   Article 3.   Severance Benefits    3.1.  Right to Severance Benefits.  The Executive will be entitled to receive the Severance   Benefits from the Company if a Qualifying Termination occurs after a Change in Control and   before the end of the twenty-fourth (24th) calendar month following the end of the month in   which the Change in Control occurs.    The Executive will not be entitled to receive Severance Benefits if the Executive’s employment   is terminated (i) for Cause, (ii) due to a voluntary termination without Good Reason, or (iii) due   to death or Disability.                                        -5-  #16640449 v5  





 






 3.2.  Qualifying Termination.  A Qualifying Termination shall occur if:               (a)   The Executive incurs a Separation from Service because of an involuntary        termination of the Executive’s employment by the Company for reasons other than Cause,        Disability or death; or               (b)   The Executive incurs a Separation from Service because of a voluntary        termination by the Executive for Good Reason pursuant to a Notice of Termination        delivered to the Company by the Executive.    3.3.  Description of Severance Benefits.  In the event the Executive becomes entitled to receive   Severance Benefits, as provided in Sections 3.1 and 3.2 herein, the Company will pay to the   Executive (or in the event of the Executive’s death, the Executive’s Beneficiary) and provide   him with the following at the time or times provided in Section 4.1 herein:               (a)   An amount equal to three (3) times the highest rate of the Executive’s        annualized Base Salary in effect at any time up to and including the Date of Separation        from Service.               (b)   An amount equal to three (3) times the Executive’s highest annualized target        Management Incentive Award granted under the FMC Corporation Incentive        Compensation and Stock Plan for any plan year up to and including the plan year in which        the Executive’s Date of Separation from Service occurs.               (c)   An amount equal to the Executive’s unpaid Base Salary, and unused and        accrued vacation pay, earned or accrued through the Date of Separation from Service.               (d)   Any Management Incentive Award otherwise payable (but for Executive’s       separation) for the plan year in which the Executive’s Date of Separation from Service       occurred, prorated through the Date of Separation from Service.               (e)   A continuation of the Company’s welfare benefits of life and accidental        death and dismemberment, and disability insurance coverage for three (3) full years after        the Date of Separation from Service.  These benefits will be provided to the Executive (and        to the Executive’s covered spouse and dependents) at the same premium cost, and at the        same coverage level, as in effect as of the date of the Change in Control.  The continuation        of these welfare benefits will be discontinued prior to the end of the three (3) year period        if the Executive has available substantially similar benefits at a comparable cost from a        subsequent employer, as determined by the Committee.               (f)   For a period of three (3) full years following the Date of Separation from        Service, the Company shall provide medical insurance for the Executive (and the        Executive’s covered spouse and dependents) at the same premium cost, and at the same        coverage level, as in effect as of the date of the Change in Control.  The continuation of        this medical insurance will be discontinued prior to the end of the three (3) year period if        the Executive has available substantially similar medical insurance at a comparable cost        from a subsequent employer, as determined by the Committee.  The date that medical        benefits provided in this paragraph cease to be provided under this paragraph will be the                                        -6-  #16640449 v5  





 






      date of the Executive’s qualifying event for continuation coverage purposes under Code        Section 4980B(f)(3)(B).    Awards granted under the FMC Corporation Incentive Compensation and Stock Plan, and other   incentive arrangements adopted by the Company will be treated pursuant to the terms of the   applicable plan.     The aggregate benefits accrued by the Executive as of the Date of Separation from Service under   the FMC Corporation Salaried Employees’ Retirement Program, the FMC Corporation Savings   and Investment Plan, the FMC Corporation Salaried Employees’ Equivalent Retirement Plan,   the FMC Corporation Non-Qualified Savings and Investment Plan and other savings and   retirement plans sponsored by the Company will be distributed pursuant to the terms of the   applicable plan.    In addition, for purposes of benefit calculation only under the Company’s nonqualified   retirement plans with respect to benefits that have not been paid prior to such Change in Control,   it will be assumed that the Executive’s employment continued following the Date of Separation   from Service for three (3) full years (i.e., three (3) additional years of age and service credits will   be added); provided, however, that for purposes of determining “final average pay” under such   programs, the Executive’s actual pay history as of the Date of Separation from Service will be   used.    3.4.  Termination for Disability.  If the Executive’s employment is terminated due to   Disability, the Executive will receive the Executive’s Base Salary through the Date of Separation   from Service, and the Executive’s benefits will be determined in accordance with the Company’s   disability, retirement, survivor’s benefits, insurance and other applicable plans and programs   then in effect.  If the Executive’s employment is terminated due to Disability, he will not be   entitled to the Severance Benefits described in Section 3.3.    3.5.  Termination upon Death.  If the Executive’s employment is terminated due to death, the   Executive’s benefits will be determined in accordance with the Company’s retirement, survivor’s   benefits, insurance and other applicable programs of the Company then in effect.  If the   Executive’s employment is terminated due to death, neither the Executive’s estate nor the   Executive’s Beneficiary will be entitled to the Severance Benefits described in Section 3.3.    3.6.  Termination for Cause, or Other Than for Good Reason.  Following a Change in Control   of the Company, if the Executive’s employment is terminated either:  (a) by the Company for   Cause; or (b) by the Executive (other than for Good Reason), the Company will pay the   Executive an amount equal to the Executive’s Base Salary and accrued vacation through the Date   of Separation from Service, at the rate then in effect, plus all other amounts to which the   Executive is entitled under any plans of the Company, at the time such payments are due and the   Company will have no further obligations to the Executive under this Agreement.    3.7.  Notice of Termination.  Any termination of employment by the Company or by the   Executive for Good Reason will be communicated by a Notice of Termination.                                         -7-  #16640449 v5  





 






Article 4.   Form and Timing of Severance Benefits    4.1.  Form and Timing.  Subject to Section 4.2 and 5.3:               (a)   the amounts payable under Sections 3.3(a), (b) and (c) will be paid in a lump        sum on the 31st day following the Termination Date;               (b)   the amount payable under Section 3.3(d) will be paid in a lump sum at the        same time that Management Incentive Awards are paid to employees generally for the year       in which the Executive’s Separation from Service occurs, but in no event later than 2 1⁄2       months following the end of that year; and              (c)   the benefits due under Sections 3.3(e) and 3.3(f) will continue uninterrupted       following the Executive’s Separation from Service (but will be discontinued if the       requirements of Section 4.2 are not timely satisfied).    4.2.  Release.  All rights, payments and benefits due to the Executive under Section 3.3 (other   than Section 3.3(c)) shall be conditioned on the Executive’s execution of a general release of   claims against the Company and its affiliates in a form reasonably prescribed by the Company   and on that release becoming irrevocable within 30 days following the Termination Date.   Article 5.   Taxes and Tax Compliance    5.1.  Withholding of Taxes.  The Company will be entitled to withhold from any amounts   payable under this Agreement all taxes as it may believe are reasonably required to be withheld   (including, without limitation, any United States federal taxes and any other state, city, or local   taxes).    5.2.  Section 409A Compliance.  Notwithstanding any other provision of this Agreement to   the contrary, any payment that constitutes the deferral of compensation (within the meaning of   Treas. Reg. § 1.409A-1(b)) that is otherwise required to be made to the Executive prior to the   day after the date that is six months from the Date of Separation from Service shall be   accumulated, deferred and paid in a lump sum to the Executive (with interest on the amount   deferred from the Date of Separation from Service until the day prior to the actual payment at   the federal short-term rate on the Date of Separation from Service) on the day after the date that   is six months from the Date of Separation from Service; provided, however, if Executive dies   prior to the expiration of such six month period, payment to the Executive’s Beneficiary shall be   made as soon as practicable following the Executive’s death.  Any reimbursements or in-kind   benefits that constitute a deferral of compensation (within the meaning of Treas. Reg. § 1.409A-  1(b)) will be provided subject to the requirements of Treas. Reg. §§ 1.409A-3(i)(1)(iv)(A)(3),   (4) and (5).   Article 6.   Establishment of Trust   The Company has created a domestic Trust (which will be a grantor trust within the meaning of  Sections 671-678 of the Code) for the benefit of the Executive and Beneficiaries.  The Trust has a  Trustee selected by the Company, and has certain restrictions as to the Company’s ability to amend  the Trust or cancel benefits provided thereunder.  Any assets contained in the Trust will, at all                                        -8-  #16640449 v5  





 






times, be specifically subject to the claims of the Company’s general creditors in the event of  bankruptcy or insolvency.   At any time following the Effective Date hereof, the Company may, but is not obligated to, deposit  assets in the Trust in an amount equal to or less than the aggregate Severance Benefits which may  become due to the Executive under Sections 3.3 (a), (b), (c) and (d) of this Agreement.   As soon as practicable after the Company has knowledge that a Change in Control is imminent,  but no later than the day immediately preceding the date of the Change in Control, the Company  will deposit assets in such Trust in an amount equal to the estimated aggregate Severance Benefits  which may become due to the Executive under Sections 3.3 (a), (b), (c) and (d) of this Agreement.   Such deposited amounts will be reviewed and increased, if necessary, every six (6) months  following a Change in Control to reflect the Executive’s estimated aggregate Severance Benefits  at such time.   Article 7.   The Company’s Payment Obligation   The Company’s obligation to make the payments and the arrangements provided for herein will  be absolute and unconditional, and will not be affected by any circumstances, including, without  limitation, any offset, counterclaim, recoupment, defense, or other right which the Company may  have against the Executive or anyone else.  All amounts payable by the Company hereunder will  be paid without notice or demand.  Each and every payment made hereunder by the Company will  be final, and the Company will not seek to recover all or any part of such payment from the  Executive or from whomsoever may be entitled thereto, for any reasons whatsoever.   The Executive will not be obligated to seek other employment in mitigation of the amounts payable  or arrangements made under any provision of this Agreement, and the obtaining of any such other  employment will in no event effect any reduction of the Company’s obligations to make the  payments and arrangements required to be made under this Agreement, except to the extent  provided in Sections 3.3(e) and (f) herein.  Notwithstanding anything in this Agreement to the  contrary, if Severance Benefits are paid under this Agreement, no severance benefits under any  program of the Company, other than benefits described in this Agreement, will be paid to the  Executive.   Article 8.   Fees and Expenses   To the extent permitted by law, the Company will pay as incurred (within ten (10) days following  receipt of an invoice from the Executive) all legal fees, costs of litigation, prejudgment interest,  and other expenses incurred in good faith by the Executive as a result of the Company’s refusal to  provide the Severance Benefits to which the Executive becomes entitled under this Agreement, or  as a result of the Company’s contesting the validity, enforceability, or interpretation of this  Agreement, or as a result of any conflict between the parties pertaining to this Agreement;  provided, however, that the Company will reimburse the Executive only for such expenses arising  out of litigation commenced within three years following the Executive’s Separation from Service.   Notwithstanding any other provision in this Article 8, the Company will reimburse the Executive  only for expenses incurred prior to the end of the fifth year following the Executive’s Separation  from Service.                                        -9-  #16640449 v5  





 






 Article 9.   Outplacement Assistance   Following a Qualifying Termination (as described in Section 3.2 herein), the Executive will be  reimbursed by the Company for the costs of all reasonable outplacement services obtained by the  Executive within the two (2) year period after the Date of Separation from Service; provided,  however, that reimbursements must be made by the end of the third year following the Date of  Separation from Service and the total reimbursement for such outplacement services will be  limited to an amount equal to fifteen percent (15%) of the Executive’s Base Salary as of the Date  of Separation from Service.   Article 10.   Successors and Assignment     10.1. Successors to the Company.  The Company will require any successor (whether direct or    indirect, by purchase, merger, consolidation, or otherwise) of all or substantially all of the    business and/or assets of the Company or of any division or subsidiary thereof to expressly    assume and agree to perform the Company’s obligations under this Agreement in the same    manner and to the same extent that the Company would be required to perform them if no such    succession had taken place.     10.2. Assignment by the Executive.  This Agreement will inure to the benefit of and be    enforceable by the Executive’s personal or legal representatives, executors, administrators,    successors, heirs, distributees, devisees, and legatees.  If the Executive dies while any amount    would still be payable to him hereunder had he continued to live, all such amounts, unless    otherwise provided herein, will be paid in accordance with the terms of this Agreement to the    Executive’s Beneficiary.  If the Executive has not named a Beneficiary, then such amounts will    be paid to the Executive’s devisee, legatee, or other designee, or if there is no such designee, to    the Executive’s estate, and such designee, or the Executive’s estate will be treated as the    Beneficiary hereunder.    Article 11.   Miscellaneous     11.1. Employment Status.  Except as may be provided under any other agreement between the    Executive and the Company, the employment of the Executive by the Company is “at will,” and    may be terminated by either the Executive or the Company at any time, subject to applicable    law.     11.2. Beneficiaries.  The Executive may designate one or more persons or entities as the    primary and/or contingent Beneficiaries of any Severance Benefits owing to the Executive under    this Agreement.  Such designation must be in the form of a signed writing acceptable to the    Committee.  The Executive may make or change such designations at any time.     11.3. Severability.  In the event any provision of this Agreement will be held illegal or invalid    for any reason, the illegality or invalidity will not affect the remaining parts of the Agreement,    and the Agreement will be construed and enforced as if the illegal or invalid provision had not    been included.  Further, the captions of this Agreement are not part of the provisions hereof and    will have no force and effect.                                          -10-   #16640449 v5  





 






  11.4. Modification.  No provision of this Agreement may be modified, waived, or discharged    unless such modification, waiver, or discharge is agreed to in writing and signed by the Executive    and by an authorized member of the Committee, or by the respective parties’ legal    representatives and successors.     11.5. Applicable Law.  To the extent not preempted by the laws of the United States, the laws    of the state of Delaware will be the controlling law in all matters relating to this Agreement.     11.6. Indemnification.  To the full extent permitted by law, the Company will, both during and    after the period of the Executive’s employment, indemnify the Executive (including by    advancing him expenses) for any judgments, fines, amounts paid in settlement and reasonable    expenses, including any attorneys’ fees, incurred by the Executive in connection with the defense    of any lawsuit or other claim to which he is made a party by reason of being (or having been) an    officer, director or employee of the Company or any of its subsidiaries.  The Executive will be    covered by director and officer liability insurance to the maximum extent that that insurance    covers any officer or director (or former officer or director) of the Company.          IN WITNESS WHEREOF, the parties have executed this amended and restated  Agreement on this ______ day of __________________________, 2018.   FMC Corporation                            Executive:            By:                                                                              Its:  Executive Vice President          Human Resources                    Attest: __________________________                                          -11-   #16640449 v5