Non-Employee Director Restricted Stock Unit Award Agreement



 Exhibit 10.4.b 
 Non-Employee Director Retainer Form 
 RESTRICTED STOCK UNIT AWARD AGREEMENT 

FMC CORPORATION 
 INCENTIVE
COMPENSATION AND STOCK PLAN 
 THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made by and between FMC
Corporation (the “Company”) and [                    ] (the “Participant”). 
 WHEREAS, the Company maintains the FMC Corporation Compensation Policy for Non-Employee Directors (the “Policy”), which contemplates the
grant of awards to non-employee directors of the Company under the FMC Corporation Incentive Compensation and Stock Plan (the “Plan”); and 
 WHEREAS, Section 13 of the Plan authorizes the grant of Awards payable in, and valued with reference to, Common Stock; and 
 WHEREAS, to compensate the Participant for his or her past and anticipated future contributions to the Company and to further align the Participant’s personal financial interests with those of the
Company’s stockholders, the Policy provides for the grant of restricted stock units to the Participant on the terms described below, effective
[                    ] (the “Grant Date”). 
 NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows: 
 1. Grant of Restricted Stock Units. 
 (a) Pursuant to the Policy and the Plan, the Company hereby awards to the Participant [            ] restricted stock units on the terms and
conditions set forth herein (the “Units”). The terms of the Plan are incorporated herein by this reference and made a part of this Agreement. Capitalized terms not otherwise defined herein will have the same meanings as in the Plan.

 (b) Subject to the terms set forth in this Agreement, each Unit represents an unfunded, unsecured right of the Participant
to receive one share of Common Stock (each a “Share”) at a specified time. 
 2. Divestiture. Notwithstanding any
other provision of this Agreement, if the Participant’s service to the Company ceases prior to a Change in Control (which, solely for purposes of this Agreement, will have the meaning defined in the Policy) for any reason other than the
Participant’s death or Disability, the Participant’s will cease automatically to have any further rights with respect to a number of the Units equal to (a) the total number of Units (including any additional Units credited in
accordance with Section 5(b), below), multiplied by (b) (i) the number of days (if any) then remaining until the first anniversary of the Grant Date, divided by (ii) 365. 







 3. Settlement. 
 (a) Subject to Sections 2 and 3(b), Shares will be issued in respect of the Units upon the earlier of (i) the Participant’s
“separation from service” (as that term is defined in Treas. Reg. § 1.409A-1(h)), (ii) the Company’s termination of this arrangement in a manner consistent with the requirements of Treas. Reg. § 1.409A-3(j)(4)(ix), or
(iii) the specified date elected by the Participant (if any) by submitting an election form to the Company in the form provided by the Company no later than the earlier of the last date allowable without incurring an additional tax under
Section 409A of the Code or the date prescribed by the Company. 
 (b) Notwithstanding anything herein to the contrary:

 (i) to the extent the requirements of Treas. Reg. § 1.409A-2(b)(7)(ii) are met, the issuance of Shares hereunder will
be delayed to the extent the Company reasonably anticipates that the issuance will violate Federal securities laws or other applicable laws; 
 (ii) to the extent compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) is necessary to avoid the application of an additional tax under Section 409A of the Code, Shares that are otherwise
issuable upon the Participant’s “separation from service” (as that term is defined in Treas. Reg. § 1.409A-1(h)) will be deferred (without interest) and issued to the Participant immediately following that six month period;

 (iii) upon the occurrence of a Change in Control that also constitutes a “change in ownership” of the Company, a
“change in effective control” of the Company or a “change in the ownership of a substantial portion of the Company’s assets” (as those terms are defined in Treas. Reg. § 1.409A-3(i)(5)), the Participant will receive a
cash payment equal to the number of Units he or she held immediately prior to such Change in Control multiplied by the Change in Control Price (as that term is defined in the Policy). Such cash payment will be in lieu of the issuance of Shares
pursuant to Section 3(a) and will constitute a full settlement of all the Participant’s rights in respect of the Units. 
 4.
Non-Transferability. Neither the Units nor any right with respect thereto may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant other than by will or by the laws of descent and
distribution, and any purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance will be void and unenforceable. 
  

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 5. Stockholder Rights. 
 (a) The Participant will not have any stockholder rights or privileges, including voting or dividend rights, with respect to the Shares
subject to Units until such Shares are actually issued and registered in the Participant’s name in the Company’s books and records. 
 (b) The foregoing notwithstanding, if the Company declares and pays a cash dividend or distribution with respect to its Common Stock while Units are outstanding hereunder, additional restricted stock units will be
credited to the Participant in the manner described in the Policy, and such additional restricted stock units will constitute “Units” subject to all the terms of this Agreement. 
 6. No Limitation on Rights of the Company. The granting of Units will not in any way affect the right or power of the Company to make
adjustments, reclassifications or changes in its capital or business structure or to merge, consolidate, reincorporate, dissolve, liquidate or sell or transfer all or any part of its business or assets. 
 7. Reservation of Rights. Nothing in this Agreement or the Plan will be construed to (a) create any obligation on
the part of the Board to nominate the Participant for reelection by the Company’s stockholders, or (b) limit in any way the right of the Board to remove the Participant as a director of the Company. 
 8. Tax Treatment and Withholding. 
 (a) The Participant has had the opportunity to review with his or her own tax advisors the federal, state and local tax consequences of the transactions contemplated by this Agreement. The Participant is relying
solely on such advisors and not on any statements or representations of the Company or any of its agents. 
 (b) It is a
condition to the Company’s obligation to issue Shares hereunder that the Participant pay to the Company such amount as may be required to satisfy any tax withholding obligations arising in connection with this Award (or otherwise make
arrangements acceptable to the Company for the satisfaction of such tax withholding obligations). If the required withholding amount required is not timely paid or satisfied, the Participant’s right to receive such Shares will be permanently
forfeited. The Company, in its discretion, may withhold Shares otherwise issuable hereunder in satisfaction of the minimum amount required to be withheld in connection with this Award (based on the Fair Market Value of such Shares on the date of
such withholding). 
 9. Notices. 
 (a) Any notice required to be given or delivered to the Company under the terms of this Agreement will be addressed to it in care of its Secretary, FMC Corporation, 1735 Market Street, Philadelphia, PA 19103, and any
notice to the Participant will be addressed to his or her address indicated on the last page of this 

  

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Agreement, or to such other address as may hereafter be designated in writing in accordance with this paragraph. Except as otherwise provided below in
Section 9(b), any notice will be deemed to be duly given when enclosed in a properly sealed envelope addressed as stated above and deposited, postage paid, in a post office or branch post office regularly maintained by the United States
government. 
 (b) The Participant hereby authorizes the Company to deliver electronically any prospectuses or other
documentation related to this Award, the Plan and any other compensation or benefit plan or arrangement in effect from time to time (including, without limitation, reports, proxy statements or other documents that are required to be delivered to
participants in such plans or arrangements pursuant to federal or state laws, rules or regulations). For this purpose, electronic delivery will include, without limitation, delivery by means of e-mail or e-mail notification that such documentation
is available on the Company’s Intranet site. Upon written request, the Company will provide to the Participant a paper copy of any document also delivered to the Participant electronically. The authorization described in this paragraph may be
revoked by the Participant at any time by written notice to the Company. 
 10. Beneficiaries. In the event of the death of the
Participant, the issuance of Shares under Section 3 shall be made in accordance with the Participant’s written beneficiary designation on file with the Company (provided such a designation has been duly filed with the Company, in the form
prescribed by the Company and in accordance with the notice provisions of Section 9(a)). In the absence of any such beneficiary designation, the delivery of Shares under Section 3 will be made to the person or persons to whom the
Participant’s rights pass by will or by the applicable laws of intestacy. 
 11. Administration. By entering into this
Agreement, the Participant agrees and acknowledges that (a) the Company has provided or made available to the Participant a copy of the Plan, (b) he or she has read the Plan, (c) all Units are subject to the Plan, (d) in the
event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern, and (e) pursuant to the Plan, the Board is authorized to interpret the Plan and
to adopt rules and regulations not inconsistent with the Plan as it deems appropriate. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board with respect to questions arising under the
Plan, the Policy or this Agreement. 
 12. Entire Agreement. This Agreement, together with the Plan, represents the entire
agreement between the parties with respect to the subject matter hereof and supersedes any prior agreement, written or otherwise, relating to the subject matter hereof. This Agreement may only be amended by a writing signed by each of the parties
hereto. 
  

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 13. Governing Law. The interpretation, performance and enforcement of this Agreement shall
be governed by the laws of the State of Delaware without regard to the principles of conflicts-of-laws. 
 14. Privacy.
By signing this Agreement, the Participant hereby acknowledges and agrees to the Company’s transfer of certain personal data of such Participant to the Company’s agents for purposes of implementing, performing or administering the
Plan, this Award or any related benefit. Participant expressly gives his or her consent to the Company to process such personal data. 
 15.
Section Headings. The headings of sections and paragraphs of this Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement. 
 16. Counterparts; Facsimile. This Agreement may be executed in multiple counterparts (including by facsimile signature), each of which will
be deemed to be an original, but all of which together will constitute but one and the same instrument. 
 [Signature Page Follows.]

  

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 IN WITNESS WHEREOF, the Company’s duly authorized representative and the Participant have
each executed this Agreement on the respective date below indicated. 
  

			
	FMC CORPORATION
		
	By:	 	 
	Title: 	 	 
	Date:	 	 
		 	


  

			
	PARTICIPANT
		
	Signature: 	 	 
	Address:	 	 
		 	 
	Date:	 	 
		 	


  

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