Exhibit 10.11


 


CHANGE IN
CONTROL SEVERANCE AGREEMENT


 


THIS AGREEMENT, effective as of November 21,
2008, is made by and between CF Industries Holdings, Inc., a Delaware
corporation (the “Company”), and Bert A. Frost (the “Executive”).


 


WHEREAS, the Company considers it essential
to the best interests of its stockholders to foster the continued employment of
key management personnel; and


 


WHEREAS, the Board recognizes that the
possibility of a Change in Control exists and that such possibility, and the
uncertainty and questions which it may raise among management, may result in
the departure or distraction of management personnel to the detriment of the
Company and its stockholders; and


 


WHEREAS, the Board has determined that
appropriate steps should be taken to reinforce and encourage the continued
attention and dedication of members of the Company’s management, including the
Executive, to their assigned duties without distraction in the face of
potentially disturbing circumstances arising from the possibility of a Change
in Control;


 


NOW, THEREFORE, in consideration of the
premises and the mutual covenants herein contained, the Company and the
Executive hereby agree as follows:


 


1.             Defined
Terms.  The definitions of
capitalized terms used in this Agreement are provided in the last Section hereof.


 


2.             Term of Agreement.  This Agreement shall become effective upon
execution, and the Term shall continue in effect through December 31, 2009; provided,
however, that commencing on January 1, 2009 and each January 1 thereafter,
the Term shall automatically be extended for one additional year unless, not
later than September 30 of the preceding year, the Company or the Executive
shall have given notice not to extend the Term; and further provided,
however, that if a Change in Control shall have occurred during the
Term, the Term shall expire no earlier than twenty-four (24) months beyond the
month in which such Change in Control occurred.


 


3.             Company’s
Covenants Summarized.  In order to
induce the Executive to remain in the employ of the Company and in
consideration of the Executive’s covenants set forth in Section 4 hereof,
the Company agrees, under the conditions described herein, to pay the Executive
the Severance Payments and the other payments and benefits described herein.  Except as provided in Section 9.1
hereof, no Severance Payments shall be payable under this Agreement unless
there shall have been (or, under the terms of the second sentence of Section 6.1
hereof, there shall be deemed to have been) a termination of the Executive’s
employment with the Company following a Change in Control and during the
Term.  This Agreement shall not be
construed as 


 

















 


creating an express or implied
contract of employment and, except as otherwise agreed in writing between the Executive
and the Company, the Executive shall not have any right to be retained in the
employ of the Company.


 


4.             The
Executive’s Covenants.  The Executive
agrees that, subject to the terms and conditions of this Agreement, in the
event of a Potential Change in Control during the Term, the Executive will
remain in the employ of the Company until the earliest of (i) a date which
is six (6) months from the date of such Potential Change in Control, (ii) the
date of a Change in Control, (iii) the date of termination by the
Executive of the Executive’s employment for Good Reason or by reason of death,
Disability or Retirement, or (iv) the termination by the Company of the
Executive’s employment for any reason.


 


5.             Compensation
Other Than Severance Payments.


 


5.1           Following a Change in Control and
during the Term, during any period that the Executive fails to perform the
Executive’s full-time duties with the Company as a result of incapacity due to
physical or mental illness, the Company shall pay the Executive’s full salary
to the Executive at the rate in effect at the commencement of any such period,
together with all compensation and benefits payable to the Executive under the
terms of any compensation or benefit plan, program or arrangement maintained by
the Company during such period (other than any disability plan), until the
Executive’s employment is terminated by the Company for Disability.


 


5.2           If the Executive’s employment shall
be terminated for any reason following a Change in Control and during the Term,
the Company shall pay the Executive’s full salary to the Executive through the
Date of Termination at the rate in effect immediately prior to the Date of
Termination or, if higher, the rate in effect immediately prior to the first
occurrence of an event or circumstance constituting Good Reason, together with
all compensation and benefits payable to the Executive through the Date of
Termination under the terms of the Company’s compensation and benefit plans,
programs or arrangements as in effect immediately prior to the Date of
Termination or, if more favorable to the Executive, as in effect immediately
prior to the first occurrence of an event or circumstance constituting Good
Reason.


 


5.3           If the Executive’s employment shall
be terminated for any reason following a Change in Control and during the Term,
the Company shall pay to the Executive the Executive’s normal post-termination
compensation and benefits as such payments become due.  Such post-termination compensation and
benefits shall be determined under, and paid in accordance with, the Company’s
retirement, insurance and other compensation or benefit plans, programs and
arrangements as in effect immediately prior to the Date of Termination or, if
more favorable to the Executive, as in effect immediately prior to the
occurrence of the first event or circumstance constituting Good Reason.


 


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6.             Severance Payments.


 


6.1           If the Executive’s employment is
terminated following a Change in Control and during the Term, other than (A) by
the Company for Cause, (B) by reason of death or Disability, or (C) by
the Executive without Good Reason, then the Company shall pay the Executive the
amounts, and provide the Executive the benefits, described in this Section 6.1
(“Severance Payments”) and Section 6.2, in addition to any payments and
benefits to which the Executive is entitled under Section 5 hereof.  For purposes of this Agreement, the Executive’s
employment shall be deemed to have been terminated following a Change in
Control by the Company without Cause or by the Executive with Good Reason, if (i) the
Executive’s employment is terminated by the Company without Cause prior to a
Change in Control (whether or not a Change in Control ever occurs) and such
termination was at the request or direction of a Person who has entered into an
agreement with the Company the consummation of which would constitute a Change
in Control, (ii) the Executive terminates his employment for Good Reason
prior to a Change in Control (whether or not a Change in Control ever occurs)
and the circumstance or event which constitutes Good Reason occurs at the
request or direction of such Person, or (iii) the Executive’s employment
is terminated by the Company without Cause or by the Executive for Good Reason
and such termination or the circumstance or event which constitutes Good Reason
is otherwise in connection with or in anticipation of a Change in Control
(whether or not a Change in Control ever occurs).


 


(A)          In lieu of any further salary payments
to the Executive for periods subsequent to the Date of Termination and in lieu
of any severance benefit otherwise payable to the Executive, the Company shall
pay to the Executive a lump sum severance payment, in cash, equal to two times
the sum of (i) the Executive’s base salary as in effect immediately prior
to the Date of Termination or, if higher, in effect immediately prior to the
first occurrence of an event or circumstance constituting Good Reason, and (ii) the
Executive’s target annual bonus pursuant to any annual bonus or incentive plan
maintained by the Company in respect of the fiscal year in which the Date of
Termination occurs or, if higher, the fiscal year in which the first event or
circumstance constituting Good Reason occurs.


 


(B)           For the  twenty-four (24) month period immediately following the Date
of Termination, the Company shall arrange to provide the Executive and his
dependents life, disability, accident and health insurance benefits
substantially similar to those provided to the Executive and his dependents
immediately prior to the Date of Termination or, if more favorable to the
Executive, those provided to the Executive and his dependents immediately prior
to the first occurrence of an event or circumstance constituting Good Reason,
at no greater after tax cost to the Executive than the after tax cost to the
Executive immediately prior to such date or occurrence; provided, however,
that, unless the Executive consents to a different method, such health
insurance benefits shall be provided through a third-party insurer.  Benefits otherwise receivable by the
Executive pursuant to this Section 6.1(B) shall be reduced to the 


 


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extent
benefits of the same type are received by or made available to the Executive
during the twenty-four (24) month period following the Executive’s termination
of employment (and any such benefits received by or made available to the
Executive shall be reported to the Company by the Executive); provided, however,
that the Company shall reimburse the Executive for the excess, if any, of the
after tax cost of such benefits to the Executive over such cost immediately
prior to the Date of Termination or, if more favorable to the Executive, the
first occurrence of an event or circumstance constituting Good Reason.


 


(C)           In addition to the benefits to which
the Executive is entitled under each DC Pension Plan, the Company shall pay the
Executive a lump sum amount, in cash, equal to the sum of (1) the amount
that would have been contributed or allocated to each DC Pension Plan by the
Company on the Executive’s behalf (without regard to whether such amount would
be vested) during the two years immediately following the Date of Termination,
determined (x) as if the Executive made the maximum permissible
contributions thereto during such period, (y) as if the Executive earned
compensation during such period at a rate equal to the Executive’s compensation
(as defined in the DC Pension Plans) during the twelve (12) months immediately
preceding the Date of Termination or, if higher, during the twelve months
immediately prior to the first occurrence of an event or circumstance
constituting Good Reason, and (z) without regard to any amendment to the
DC Pension Plans made subsequent to a Change in Control and on or prior to the
Date of Termination, which amendment adversely affects in any manner the
computation of benefits thereunder and (2) all other amounts credited to
the Executive’s account under each DC Pension Plan to the extent such amounts
were unvested on the Date of Termination.


 


(D)          If the Executive would have become
entitled to benefits under the Company’s post-retirement health care or life
insurance plans, as in effect immediately prior to the Date of Termination or,
if more favorable to the Executive, as in effect immediately prior to the first
occurrence of an event or circumstance constituting Good Reason, had the
Executive’s employment terminated at any time during the period of twenty-four
(24) months after the Date of Termination, the Company shall provide such
post-retirement health care or life insurance benefits to the Executive and the
Executive’s dependents commencing on the later of (i) the date on which
such coverage would have first become available and (ii) the date on which
benefits described in subsection (B) of this Section 6.1 terminate.  If the operation of this Section 6.1(D) would
result in adverse tax consequences to the Executive as a result of the
Executive’s participation in the Company’s post-retirement health care or life
insurance plans, the Company shall instead provide substantially similar
benefits and coverage through a third party insurer.


 


(E)           The Company shall provide the
Executive with outplacement services suitable to the Executive’s position for a
period of two  


 


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years or, if
earlier, until the first acceptance by the Executive of an offer of employment.


 


(F)           Notwithstanding any provision of any
annual or long-term incentive plan to the contrary, the Company shall pay to
the Executive a lump sum amount, in cash, equal to the sum of (i) any
unpaid incentive compensation which has been allocated or awarded to the
Executive for a completed fiscal year or other measuring period preceding the
Date of Termination under any such plan and which, as of the Date of
Termination, is contingent only upon the continued employment of the Executive
to a subsequent date, and (ii) a pro rata portion to the Date of
Termination of the aggregate value of all contingent incentive compensation
awards to the Executive for all then uncompleted periods under any such plan,
calculated as to each such award by multiplying the award that the Executive
would have earned on the last day of the performance award period, assuming the
achievement, at the target level (or, if greater, based on actual results to
Date of Termination), of the individual and corporate performance goals
established with respect to such award, by the fraction obtained by dividing
the number of full months and any fractional portion of a month during such
performance award period through the Date of Termination by the total number of
months contained in such performance award period.


 


6.2           (A)          Whether
or not the Executive becomes entitled to the Severance Payments, if any of the
payments or benefits received or to be received by the Executive (including any
payment or benefits received in connection with a Change in Control or the
Executive’s termination of employment, whether pursuant to the terms of this
Agreement or any other plan, arrangement or agreement) (all such payments and
benefits, excluding the Gross-Up Payment, being hereinafter referred to as the “Total
Payments”) will be subject to the Excise Tax, the Company shall pay to the
Executive an additional amount (the “Gross-Up Payment”) such that the net
amount retained by the Executive, after deduction of any Excise Tax on the
Total Payments and any federal, state and local income and employment taxes and
Excise Tax upon the Gross-Up Payment, and after taking into account the phase
out of itemized deductions and personal exemptions attributable to the Gross-Up
Payment, shall be equal to the Total Payments.


 


(B)           For purposes of determining whether
any of the Total Payments will be subject to the Excise Tax and the amount of
such Excise Tax, (i) all of the Total Payments shall be treated as “parachute
payments” (within the meaning of section 280G(b)(2) of the Code) unless,
in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the
Executive and selected by the accounting firm which was, immediately prior to
the Change in Control, the Company’s independent auditor (the “Auditor”), such
payments or benefits (in whole or in part) do not constitute parachute
payments, including by reason of section 280G(b)(4)(A) of the Code, (ii) all
“excess parachute payments” within the meaning of section 280G(b)(l) of
the Code shall be treated as subject to the Excise Tax unless, in the opinion
of Tax Counsel, such excess parachute payments (in whole or in part) represent
reasonable compensation for services actually rendered (within the meaning of
section 280G(b)(4)(B) of the Code) in excess of 


 


5

















 


the Base Amount allocable to
such reasonable compensation, or are otherwise not subject to the Excise Tax,
and (iii) the value of any noncash benefits or any deferred payment or
benefit shall be determined by the Auditor in accordance with the principles of
sections 280G(d)(3) and (4) of the Code.  For purposes of determining the amount of the
Gross-Up Payment, the Executive shall be deemed to pay federal income tax at
the highest marginal rate of federal income taxation in the calendar year in
which the Gross-Up Payment is to be made and state and local income taxes at
the highest marginal rate of taxation in the state and locality of the
Executive’s residence on the Date of Termination (or if there is no Date of
Termination, then the date on which the Gross-Up Payment is calculated for
purposes of this Section 6.2), net of the maximum reduction in federal
income taxes which could be obtained from deduction of such state and local
taxes.


 


(C)           In the event that the Excise Tax is
finally determined to be less than the amount taken into account hereunder in
calculating the Gross-Up Payment, the Executive shall repay to the Company,
within five (5) business days following the time that the amount of such
reduction in the Excise Tax is finally determined, the portion of the Gross-Up
Payment attributable to such reduction (plus that portion of the Gross-Up
Payment attributable to the Excise Tax and federal, state and local income and
employment taxes imposed on the Gross-Up Payment being repaid by the
Executive), to the extent that such repayment results in a reduction in the
Excise Tax and a dollar-for-dollar reduction in the Executive’s taxable income
and wages for purposes of federal, state and local income and employment taxes,
plus interest on the amount of such repayment at 120% of the rate provided in
section 1274(b)(2)(B) of the Code. 
In the event that the Excise Tax is determined to exceed the amount
taken into account hereunder in calculating the Gross-Up Payment (including by
reason of any payment the existence or amount of which cannot be determined at
the time of the Gross-Up Payment), the Company shall make an additional Gross-Up
Payment in respect of such excess (plus any interest, penalties or additions
payable by the Executive with respect to such excess) within five (5) business
days following the time that the amount of such excess is finally
determined.  The Executive and the
Company shall each reasonably cooperate with the other in connection with any
administrative or judicial proceedings concerning the existence or amount of
liability for Excise Tax with respect to the Total Payments.


 


6.3           The payments provided in subsections
(A), (C) and (F) of Section 6.1 hereof and in Section 6.2
hereof shall be made not later than the fifth day following the date upon which
the revocation period for the release described in Section 6.6 expires
(or, with respect to the payment described in Section 6.2, if there is no
Date of Termination, then the date on which the Gross-Up Payment is calculated
for purposes of Section 6.2 hereof); provided, however, that
if the amounts of such payments cannot be finally determined on or before such
day, the Company shall pay to the Executive on such day an estimate, as
determined in good faith by the Executive or, in the case of payments under Section 6.2
hereof, in accordance with Section 6.2 hereof, of the minimum amount of
such payments to which the Executive is clearly entitled and shall pay the
remainder of such payments (together with interest on the unpaid remainder (or 


 


6

















 


on all such payments to the extent the
Company fails to make such payments when due) at 120% of the rate provided in
section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be
determined but in no event later than the thirtieth (30th) day after the Date
of Termination.  In the event that the
amount of the estimated payments exceeds the amount subsequently determined to
have been due, such excess shall constitute a loan by the Company to the
Executive, payable on the fifth (5th) business day after demand by the Company
(together with interest at 120% of the rate provided in section 1274(b)(2)(B) of
the Code).  At the time that payments are
made under this Agreement, the Company shall provide the Executive with a
written statement setting forth the manner in which such payments were
calculated and the basis for such calculations including, without limitation,
any opinions or other advice the Company has received from Tax Counsel, the
Auditor or other advisors or consultants (and any such opinions or advice which
are in writing shall be attached to the statement) .  In the event necessary to comply with the
provisions of Section 409A of the Code and the guidance issued thereunder,
(a) reimbursements to Executive as a result of the operation of Section 6.1(B) hereof
shall be made not later than the end of the calendar year following the year in
which the reimbursable expense is incurred and (b) if Executive is a “specified
employee” (within the meaning of Section 409A(a)(2)(B)(i) of the
Code), any reimbursements to Executive as a result of the operation of 6.1(B) hereof
with respect to a reimbursable event within the first six months following the
Date of Termination shall be made as soon as practicable following the date
which is six months and one day following the Date of Termination (subject to
clause (a) of this sentence).


 


6.4           The Company also shall pay to the
Executive all legal fees and expenses incurred by the Executive in disputing in
good faith any issue hereunder relating to the termination of the Executive’s
employment, in seeking in good faith to obtain or enforce any benefit or right
provided by this Agreement or in connection with any tax audit or proceeding to
the extent attributable to the application of section 4999 of the Code to any
payment or benefit provided hereunder. 
Such payments shall be made within five (5) business days after
delivery of the Executive’s written requests for payment accompanied with such
evidence of fees and expenses incurred as the Company reasonably may require.  The Executive’s reimbursement rights
described in this Section 6.4 shall remain in effect for the Executive’s
lifetime, provided, that, in order for the Executive to be entitled to
reimbursement hereunder, the Executive must submit the written reimbursement
request described above within 180 days following the date upon which the
applicable expense is incurred.


 


6.5           The Executive agrees that prior to
and following the Date of Termination, he shall retain in confidence any
confidential information known to him concerning the Company and its Affiliates
and their respective businesses for as long as such information is not publicly
disclosed.


 


6.6           Notwithstanding anything to the
contrary, all compensation and benefits payable to Executive pursuant to this Section 6
(other than Sections 6.2 and 6.4) are conditioned on receipt by the Company of
an executed release of claims by Executive in the form attached hereto as Exhibit A
and the expiration of any revocation period in 


 


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such release. 
In order to be entitled to such compensation and benefits, the Executive
must execute such release of claims within the consideration period described
in paragraph (d) in the form of release attached hereto as Exhibit A.


 


7.             Termination
Procedures and Compensation During Dispute.


 


7.1           Notice of Termination.  After a Change in Control and during the
Term, any purported termination of the Executive’s employment (other than by
reason of death) shall be communicated by written Notice of Termination from
one party hereto to the other party hereto in accordance with Section 10
hereof.  For purposes of this Agreement,
a “Notice of Termination” shall mean a notice which shall indicate the specific
termination provision in this Agreement relied upon and shall set 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.  Further, a Notice of
Termination for Cause is required to include a copy of a resolution duly
adopted by the affirmative vote of not less than three-quarters (3/4) of the
entire membership of the Board at a meeting of the Board which was called and
held for the purpose of considering such termination (after reasonable notice
to the Executive and an opportunity for the Executive, together with the
Executive’s counsel, to be heard before the Board) finding that, in the good
faith opinion of the Board, the Executive was guilty of conduct set forth in
clause (i) or (ii) of the definition of Cause herein, and specifying
the particulars thereof in detail.


 


7.2           Date of Termination.  “Date of Termination,” with respect to any
purported termination of the Executive’s employment after a Change in Control
and during the Term, shall mean (i) if the Executive’s employment is
terminated for Disability, thirty (30) days after Notice of Termination is
given (provided that the Executive shall not have returned to the full-time
performance of the Executive’s duties during such thirty (30) day period), and (ii) if
the Executive’s employment is terminated for any other reason, the date
specified in the Notice of Termination (which, in the case of a termination by
the Company, shall not be less than thirty (30) days (except in the case of a
termination for Cause) and, in the case of a termination by the Executive,
shall not be less than fifteen (15) days nor more than sixty (60) days,
respectively, from the date such Notice of Termination is given).


 


7.3           Dispute Concerning Termination.  If within fifteen (15) days after any Notice
of Termination is given, or, if later, prior to the Date of Termination (as
determined without regard to this Section 7.3), the party receiving such
Notice of Termination notifies the other party that a dispute exists concerning
the termination, the Date of Termination shall be extended until the earlier of
(i) the date on which the Term ends or (ii) the date on which the
dispute is finally resolved, either by mutual written agreement of the parties
or by a final judgment, order or decree of an arbitrator or a court of
competent jurisdiction (which is not appealable or with respect to which the
time for appeal therefrom has expired and no appeal has been perfected); provided,
however, that the Date of Termination shall be extended by a notice of
dispute given by the Executive 


 


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only if such notice is given in good faith
and the Executive pursues the resolution of such dispute with reasonable
diligence.


 


7.4           Compensation During Dispute.  If a purported termination occurs following a
Change in Control and during the Term and the Date of Termination is extended
in accordance with Section 7.3 hereof, the Company shall continue to pay
the Executive the full compensation in effect when the notice giving rise to
the dispute was given (including, but not limited to, salary) and continue the
Executive as a participant in all compensation, benefit and insurance plans in
which the Executive was participating when the notice giving rise to the dispute
was given, until the Date of Termination, as determined in accordance with Section 7.3
hereof.  Amounts paid under this Section 7.4
are in addition to all other amounts due under this Agreement (other than those
due under Section 5.2 hereof) and shall not be offset against or reduce
any other amounts due under this Agreement.


 


8.             No
Mitigation.  The Company agrees that,
if the Executive’s employment with the Company terminates during the Term, the
Executive is not required to seek other employment or to attempt in any way to
reduce any amounts payable to the Executive by the Company pursuant to Section 6
hereof or Section 7.4 hereof. 
Further, except as specifically provided in Section 6.1(B) hereof,
no payment or benefit provided for in this Agreement shall be reduced by any
compensation earned by the Executive as the result of employment by another
employer, by retirement benefits, by offset against any amount claimed to be
owed by the Executive to the Company, or otherwise.


 


9.             Successors; Binding Agreement.


 


9.1           In addition to any obligations
imposed by law upon any successor to the Company, the Company will require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform it
if no such succession had taken place. 
Failure of the Company to obtain such assumption and agreement prior to
the effectiveness of any such succession shall be a breach of this Agreement
and shall entitle the Executive to compensation from the Company in the same
amount and on the same terms as the Executive would be entitled to hereunder if
the Executive were to terminate the Executive’s employment for Good Reason
after a Change in Control, except that, for purposes of implementing the
foregoing, the date on which any such succession becomes effective shall be
deemed the Date of Termination.


 


9.2           This Agreement shall 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
shall die while any amount would still be payable to the Executive hereunder
(other than amounts which, by their terms, terminate upon the death of the
Executive) if the Executive had continued to live, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the 


 


9

















 


terms of this Agreement to the executors,
personal representatives or administrators of the Executive’s estate.


 


10.           Notices.  For the purpose of this Agreement, notices
and all other communications provided for in the Agreement shall be in writing
and shall be deemed to have been duly given when delivered or mailed by United
States registered mail, return receipt requested, postage prepaid, addressed,
if to the Executive, to the address inserted below the Executive’s signature on
the final page hereof and, if to the Company, to the address set forth
below, or to such other address as either party may have furnished to the other
in writing in accordance herewith, except that notice of change of address
shall be effective only upon actual receipt:


 


To the
Company:


 


CF Industries
Holdings, Inc.


4 Parkway
North, Suite 400


Deerfield,
Illinois 60015-2590


 


Attention:  Vice President, Human Resources


 


11.           Miscellaneous.  No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing and signed by the Executive and such officer as may be
specifically designated by the Board.  No
waiver by either party hereto at any time of any breach by the other party
hereto of, or of any lack of compliance with, any condition or provision of
this Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time.  This Agreement
supersedes any other agreements or representations, oral or otherwise, express
or implied, with respect to the subject matter hereof which have been made by
either party (including, but not limited to, the previous version of this
Agreement as it existed prior to the amendments referred to in the first
paragraph hereof); provided, however, that this Agreement shall
supersede any agreement setting forth the terms and conditions of the Executive’s
employment with the Company only in the event that the Executive’s employment
with the Company is terminated on or following a Change in Control, by the
Company other than for Cause or by the Executive for Good Reason.   The validity, interpretation, construction
and performance of this Agreement shall be governed by the laws of the State of
Illinois.  All references to sections of
the Exchange Act or the Code shall be deemed also to refer to any successor
provisions to such sections.  Any
payments provided for hereunder shall be paid net of any applicable withholding
required under federal, state or local law and any additional withholding to
which the Executive has agreed.  The
obligations of the Company and the Executive under this Agreement which by
their nature may require either partial or total performance after the
expiration of the Term (including, without limitation, those under Sections 6
and 7 hereof) shall survive such expiration.


 


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12.           Validity.  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect.


 


13.           Counterparts.  This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.


 


14.           Settlement
of Disputes; Arbitration.  14.1 All
claims by the Executive for benefits under this Agreement shall be directed to
and determined by the Board and shall be in writing.  Any denial by the Board of a claim for
benefits under this Agreement shall be delivered to the Executive in writing
and shall set forth the specific reasons for the denial and the specific
provisions of this Agreement relied upon. 
The Board shall afford a reasonable opportunity to the Executive for a
review of the decision denying a claim and shall further allow the Executive to
appeal to the Board a decision of the Board within sixty (60) days after notification
by the Board that the Executive’s claim has been denied.  Notwithstanding the above,  in the event of any dispute, any decision by
the Board hereunder shall be subject to a de novo review by the arbitrator.


 


14.2         Any further dispute
or controversy arising under or in connection with this Agreement shall be
settled exclusively by arbitration in Chicago, Illinois in accordance with the rules of
the American Arbitration Association then in effect; provided, however,
that the evidentiary standards set forth in this Agreement shall apply.  Judgment may be entered on the arbitrator’s
award in any court having jurisdiction. 
Notwithstanding any provision of this Agreement to the contrary, the
Executive shall be entitled to seek specific performance of the Executive’s
right to be paid until the Date of Termination during the pendency of any
dispute or controversy arising under or in connection with this Agreement.


 


15.           Definitions.  For purposes of this Agreement, the following
terms shall have the meanings indicated below:


 


(A)          “Affiliate” shall have the meaning set
forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act.


 


(B)           “Auditor” shall have the meaning set
forth in Section 6.2 hereof.


 


(C)           “Base Amount” shall have the meaning
set forth in section 280G(b)(3) of the Code.


 


(D)          “Beneficial Owner” shall have the
meaning set forth in Rule 13d-3 under the Exchange Act.


 


(E)           “Board” shall mean the Board of
Directors of the Company.


 


11

















 


(F)           “Cause” for termination by the
Company of the Executive’s employment shall mean (i) the willful and
continued failure by the Executive to substantially perform the Executive’s
duties with the Company (other than any such failure resulting from the
Executive’s incapacity due to physical or mental illness or any such actual or
anticipated failure after the issuance of a Notice of Termination for Good
Reason by the Executive pursuant to Section 7.1 hereof) that has not been
cured within 30 days after a written demand for substantial performance is
delivered to the Executive by the Board, which demand specifically identifies
the manner in which the Board believes that the Executive has not substantially
performed the Executive’s duties, or (ii) the willful engaging by the
Executive in conduct which is demonstrably and materially injurious to the
Company or its subsidiaries, monetarily or otherwise.  For purposes of clauses (i) and (ii) of
this definition, (x) no act, or failure to act, on the Executive’s part
shall be deemed “willful” unless done, or omitted to be done, by the Executive
not in good faith and without reasonable belief that the Executive’s act, or
failure to act, was in or not opposed to the best interest of the Company and (y) in
the event of a dispute concerning the application of this provision, no claim
by the Company that Cause exists shall be given effect unless the Company
establishes to the Board by clear and convincing evidence that Cause exists.


 


(G)           “Change
in Control” shall mean the first to
occur of:


 


(I)            any Person is or becomes the
Beneficial Owner, directly or indirectly, of securities of CF
Industries Holdings, Inc. (not including in the securities
beneficially owned by such Person any securities acquired directly from CF
Industries Holdings, Inc. or any of its subsidiaries) representing
25% or more of the combined voting power of  CF Industries Holdings, Inc.’s
then outstanding securities; or


 


(II)           the following individuals cease for
any reason to constitute a majority of the number of directors then serving on
the Board: individuals who, on the date of the initial public offering,
constitute the Board and any new director (other than a director whose initial
assumption of office is in connection with an actual or threatened election
contest, including but not limited to a consent solicitation, relating to the
election of directors of CF Industries
Holdings, Inc.) whose appointment or election by the Board or
nomination for election by CF Industries Holdings, Inc.’s
stockholders was approved or recommended by a vote of at least two-thirds (2/3)
of the directors then still in office who either were directors on the date
hereof or whose appointment, election or nomination for election was previously
so approved or recommended; or


 


(III)         there is consummated a merger or
consolidation of CF Industries Holdings, Inc.
or any direct or indirect subsidiary of CF Industries
Holdings, Inc. with any other corporation, other than a merger or
consolidation immediately following which the individuals who comprise the
Board immediately prior thereto constitute at least a majority 


 


12

















 


of the Board of the
entity surviving such merger or consolidation or, if CF
Industries Holdings, Inc. or the entity surviving such merger is
then a subsidiary, the ultimate parent thereof; or


 


(IV)         the stockholders of CF
Industries Holdings, Inc. approve a plan of complete liquidation or
dissolution of CF Industries Holdings, Inc. or there is
consummated an agreement for the sale or disposition by CF
Industries Holdings, Inc. of all or substantially all of
CF Industries Holdings, Inc.’s assets, other than (a) a sale
or disposition by CF Industries Holdings, Inc. of all or
substantially all of CF Industries Holdings, Inc.’s
assets to an entity, at least 60% of the combined voting power of the voting
securities of which are owned by stockholders of CF Industries
Holdings, Inc. following the completion of such transaction in
substantially the same proportions as their ownership of CF
Industries Holdings, Inc. immediately prior to such sale or (b) other
than a sale or disposition by CF Industries Holdings, Inc.
of all or substantially all of CF Industries Holdings, Inc.’s
assets immediately following which the individuals who comprise the Board
immediately prior thereto constitute at least a majority of the board of
directors of the entity to which such assets are sold or disposed or, if such
entity is a subsidiary, the ultimate parent thereof.


 


Notwithstanding the foregoing, a “Change in Control” shall not be
deemed to have occurred (1) by virtue of the consummation of any
transaction or series of integrated transactions immediately following which
the record holders of the common stock of CF Industries Holdings, Inc.
immediately prior to such transaction or series of transactions continue to
have  substantially the same
proportionate ownership in an entity which owns all or substantially all of the
assets of CF Industries
Holdings, Inc. immediately following such transaction or series of
transactions or (2) as a result of the initial public offering of the
Company’s common stock or any transactions or any events contemplated by such
offering.


 


(H)          “Code” shall mean the Internal Revenue
Code of 1986, as amended from time to time.


 


(I)            “Company” shall mean CF Industries
Holdings, Inc., as applicable, and except in determining under Section 15(G) hereof
whether or not any Change in Control of the Company has occurred, shall include
any successor to its business and/or assets which assumes and agrees to perform
this Agreement by operation of law, or otherwise.


 


(J)            “DC Pension Plan” shall mean any
tax-qualified, supplemental or excess defined contribution plan maintained by
the Company and any other defined 


 


13

















 


contribution plan or agreement
entered into between the Executive and the Company which is designed to provide
the executive with supplemental retirement benefits.


 


(K)          “Date of Termination” shall have the
meaning set forth in Section 7.2 hereof.


 


(L)           “Disability”  shall be deemed the reason for the
termination by the Company of the Executive’s employment, if, as a result of
the Executive’s incapacity due to physical or mental illness, the Executive
shall have been absent from the full-time performance of the Executive’s duties
with the Company for a period of six (6) consecutive months, the Company
shall have given the Executive a Notice of Termination for Disability, and,
within thirty (30) days after such Notice of Termination is given, the Executive
shall not have returned to the full-time performance of the Executive’s duties.


 


(M)         “Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended from time to time.


 


(N)          “Excise Tax” shall
mean any excise tax imposed under section 4999 of the Code.


 


(O)          “Executive” shall mean the individual
named in the first paragraph of this Agreement.


 


(P)           “Good Reason” for termination by the
Executive of the Executive’s employment shall mean the occurrence (without the
Executive’s express written consent which specifically references this
Agreement) after any Change in Control, or prior to a Change in Control under
the circumstances described in clauses (ii) and (iii) of the second
sentence of Section 6.1 hereof (treating all references in paragraphs (I) through
(VII) below to a “Change in Control” as references to a “Potential Change
in Control”), of any one of the following acts by the Company, or failures by
the Company to act, unless, in the case of any act or failure to act described
in paragraph (I), (V), (VI) or (VII) below, such act or failure to
act is corrected prior to the Date of Termination specified in the Notice of
Termination given in respect thereof:


 


(I)            the assignment to the Executive of
any duties inconsistent with the Executive’s status as an executive officer of
the Company or a substantial adverse alteration in the nature or status of the
Executive’s responsibilities from those in effect immediately prior to the
Change in Control including, without limitation, if the Executive was, immediately
prior to the Change in Control, an executive officer of a public company, the
Executive ceasing to be an executive officer of a public company;


 


(II)           a reduction by the Company in the
Executive’s annual base salary as in effect on the date hereof or as the same
may be 


 


14

















 


increased from time
to time except for across-the-board salary reductions similarly affecting all
executives of the Company and all executives of any Person in control of the
Company;


 


(III)         the relocation of the Executive’s
principal place of employment to a location more than 35 miles from the
Executive’s principal place of employment immediately prior to the Change in
Control or the Company’s requiring the Executive to be based anywhere other
than such principal place of employment (or permitted relocation thereof)
except for required travel on the Company’s business to an extent substantially
consistent with the Executive’s present business travel obligations;


 


(IV)         the failure by the Company to pay to
the Executive any portion of the Executive’s current compensation or to pay to
the Executive any portion of an installment of deferred compensation under any
deferred compensation program of the Company, within seven (7) days after
the date demand for payment is made provided such compensation is due;


 


(V)           the failure by the Company to
continue in effect any compensation plan in which the Executive participates
immediately prior to the Change in Control which is material to the Executive’s
total compensation unless an equitable arrangement (embodied in an ongoing
substitute or alternative plan) has been made with respect to such plan, or the
failure by the Company to continue the Executive’s participation therein (or in
such substitute or alternative plan) on a basis not materially less favorable,
both in terms of the amount or timing of payment of benefits provided and the
level of the Executive’s participation relative to other participants, as
existed immediately prior to the Change in Control;


 


(VI)         the failure by the Company to continue
to provide the Executive with benefits substantially similar to those enjoyed
by the Executive under any of the Company’s pension, savings, life insurance,
medical, health and accident, or disability plans in which the Executive was
participating immediately prior to the Change in Control (except for across the
board changes similarly affecting all executives of the Company and all
executives of any Person in control of the Company), the taking of any other
action by the Company which would directly or indirectly materially reduce any
of such benefits or deprive the Executive of any material fringe benefit
enjoyed by the Executive at the time of the Change in Control, or the failure
by the Company to provide the Executive with the number of paid vacation days
to which the Executive is entitled with the Company in accordance with the
vacation policy applicable to the Executive in effect at the time of the Change
in Control; or


 


15

















 


(VII)        any purported termination of the
Executive’s employment which is not effected pursuant to a Notice of
Termination satisfying the requirements of Section 7.1 hereof; for
purposes of this Agreement, no such purported termination shall be
effective.  The Executive’s right to
terminate the Executive’s employment for Good Reason shall not be affected by
the Executive’s incapacity due to physical or mental illness.


 


The Executive’s continued employment shall
not constitute consent to, or a waiver of rights with respect to, any act or
failure to act constituting Good Reason hereunder.  In order for Good Reason to exist hereunder,
the Executive must provide notice to the Company of the existence of the
condition described in clauses (I) through (VII) above within 90 days
of the initial existence of the condition (or, if later, within 90 days of the
Executive’s becoming aware of such condition), and the Company must have failed
to cure such condition within 30 days of the receipt of such notice.


 


(Q)          “Gross-Up Payment”
shall have the meaning set forth in Section 6.2 hereof.


 


(R)           “Notice of Termination” shall have
the meaning set forth in Section 7.1 hereof.


 


(S)           “Person” shall have the meaning given
in Section 3(a)(9) of the Exchange Act, as modified and used in
Sections 13(d) and 14(d) thereof, except that such term shall not
include (i) CF Industries Holdings, Inc. or any of its subsidiaries, (ii) a
trustee or other fiduciary holding securities under an employee benefit plan of
CF Industries, Inc. or any of its Affiliates, (iii) an underwriter
temporarily holding securities pursuant to an offering of such securities, or (iv) a
corporation owned, directly or indirectly, by the stockholders of the Company
in substantially the same proportions as their ownership of stock of the
Company.


 


(T)           “Potential Change in Control” shall
be deemed to have occurred if the event set forth in any one of the following
paragraphs shall have occurred:


 


(I)            the Company enters into an
agreement, the consummation of which would result in the occurrence of a Change
in Control;


 


(II)           the Company or any Person publicly
announces an intention to take or to consider taking actions which, if
consummated, would constitute a Change in Control;


 


(III)         any Person becomes the Beneficial
Owner, directly or indirectly, of securities of the Company representing 15% or
more of either the then outstanding shares of common stock of the Company or
the combined voting power of the Company’s then outstanding securities (not 


 


16

















 


including in the
securities beneficially owned by such Person any securities acquired directly
from the Company or its affiliates); or


 


(IV)         the Board adopts a resolution to the
effect that, for purposes of this Agreement, a Potential Change in Control has
occurred.


 


(U)          “Retirement” shall be deemed the
reason for the termination by the Executive of the Executive’s employment if
such employment is terminated in accordance with the Company’s retirement
policy, including early retirement, generally applicable to its salaried
employees.


 


(V)           “Severance Payments” shall have the
meaning set forth in Section 6.1 hereof.


 


(W)         “Tax Counsel” shall have the meaning
set forth in Section 6.2 hereof.


 


(X)          “Term” shall mean the period of time
described in Section 2 hereof (including any extension, continuation or
termination described therein).


 


(Y)           “Total Payments” shall mean those
payments so described in Section 6.2 hereof.


 


17

















 


IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first above written.


 


 


	
   

  	
  CF INDUSTRIES HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEPHEN R. WILSON

  
	
   

  	
   

  	
  Stephen R. Wilson

  
	
   

  	
   

  	
  President & Chief Executive
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ BERT A. FROST

  
	
   

  	
   

  	
  Bert A. Frost

  



 


18

















 


EXHIBIT A


 


RELEASE


 


(a)  Bert
A. Frost (“Executive”), for and in consideration of benefits provided
pursuant to the Change in Control Severance Agreement with CF Industries
Holdings, Inc. (collectively, referred to herein as the “Company”)
entered into effective as of November 21, 2008 and as amended thereafter
(the “Severance Agreement”), on behalf of Executive and Executive’s
heirs, executors, administrators, successors and assigns, voluntarily,
knowingly and willingly releases and discharges the Company and its parents,
subsidiaries and affiliates (collectively, the “Company Group”),
together with their respective present and former partners, officers,
directors, employees and agents, and each of their predecessors, heirs,
executors, administrators, successors and assigns, and any and all employee
pension or welfare benefit plans of the Company, including current and former
trustees and administrators of these plans (collectively, the “Company
Releasees”) from any and all charges, complaints, claims, promises,
agreements, controversies, causes of action, demands, damages and liabilities (“Claims”)
of any nature whatsoever, known or unknown, suspected or unsuspected, which
against the Company Releasees, jointly or severally, Executive or Executive’s
heirs, executors, administrators, successors or assigns ever  had or now have by reason of any matter,
cause or thing whatsoever arising from the beginning of time to the time
Executive executes this release (the “Release”).  This Release includes, without limitation,
any Claims arising out of or relating in any way to Executive’s employment or
director relationship with the Company, or the termination thereof, any Claims
arising under any statute or regulation, including but not limited to the Age
Discrimination in Employment Act of 1967,  Title VII
of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans with Disabilities Act of 1990, the Family and Medical Leave Act of
1993, or the Employee Retirement Income Security Act of 1974, each as amended,
or any other federal, state or local law, regulation, ordinance or common law,
or under any policy, agreement, understanding or promise, written or oral,
formal or informal, between any Company Releasee and Executive.  Executive shall not be entitled to any
recovery, in any action or proceeding that may be commenced on Executive’s
behalf in any way arising out of or relating to the matters released under this
Release.  Notwithstanding the foregoing,
nothing herein shall release any Company Releasee from any Claim based on (i) Executive’s
rights under the Severance Agreement or any other agreement with the Company
(including, but not limited to, any stock option agreements), (ii) any right
or claim that arises after the date Executive executes this Release, (iii) Executive’s
eligibility for indemnification in accordance with applicable laws or the
certificate of incorporation or by-laws of the Company (or any affiliate or
subsidiary) or any applicable insurance policy, with respect to any liability
Executive incurs or incurred as a director, officer or employee of the Company
or any affiliate or subsidiary (including as a trustee, director or officer of
any employee benefit plan) or (iv) any rights Executive may have to vested
benefits under any employee benefit plan or program.


 


19

















 


(b)  Executive has been advised to consult with an attorney of
Executive’s choice prior to signing this Release, has done so and enters into
this Release freely and voluntarily.


 


[(c) Executive acknowledges that
the Company has enclosed with this Release information concerning (i) the
ages and job titles of all employees who are eligible to receive severance pay
and (ii) the ages of all employees in the same job classification or
organizational unit who are not eligible to receive severance pay.](1)


 


(d)  Executive has had at least [twenty-one
(21)]  [forty-five
(45)](2) calendar days to
consider the terms of this Release.  Once
Executive has signed this Release, Executive has seven (7) additional days
to revoke Executive’s consent and may do so by writing to the Company as
provided in Section 10 of the Severance Agreement.  Executive’s Release shall not be effective,
and no payments or benefits shall be due under Section 6 of the Severance
Agreement, until the eighth day after Executive has executed this Release and
returned it to the Company, assuming that Executive has not revoked Executive’s
consent to this Release during such time (the “Revocation Date”).


 


(e)  In the event that any one or more of the provisions of this
Release shall be held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remainder thereof shall not in any way be
affected or impaired thereby.


 


(f)  This Release shall be governed by the law of the State of
Illinois without reference to its choice of law rules.


 


 


	
  CF INDUSTRIES HOLDINGS, INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
  Signed as of this         day of                   .

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Bert A. Frost

  	
   

  
	
   

  	
   

  
	
  Signed as of this       day of
                    .

  	
   

  
			



 






 (1)          Note:  this
paragraph is to be included only for applicable group terminations or exit
incentive programs.


 


 (2)          Note:  use
longer period for applicable group terminations or exit incentive programs.


 


20