FMC Ex 10.2 03.31.15


Exhibit 10.2






PERFORMANCE-BASED 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 Pierre Brondeau (the “Participant”).
WHEREAS, the Company maintains the FMC Corporation Incentive Compensation and Stock Plan (the “Plan”); and
WHEREAS, the Plan authorizes the grant of Performance Units and
WHEREAS, to compensate the Participant for his 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 Compensation and Organization Committee of the Company’s Board of Directors approved this grant of Performance Units to the Participant on the terms described below, effective February 27, 2015 (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 Plan and as of the Grant Date, the Company hereby awards to the Participant a target number of 31,541 Performance 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)    Each Unit, once vested, represents an unfunded, unsecured right of the Participant to receive one share of Common Stock (each a “Share”) at a specified time.  The Units will become vested, and Shares will be issued in respect of vested Units, as set forth in this Agreement.
2.    Vesting.
(a)    Subject to the Participant’s continued employment by the Company or any of its Affiliates through February 27, 2018 (the “Specified Date”), 

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the Units shall become vested based upon the Company’s “Total Shareholder Return” (as defined below) relative to the Total Shareholder Return of the “Peer Companies” (as defined below) from January 1, 2015 until December 31, 2017 (the “Measurement Period”) in accordance with the following table (the “Relative Total Shareholder Return”): 
	
			
	Level
	Percentile Ranking of Company’s Total Shareholder Return Versus Peer Group Total Shareholder Return
	Percentage of the Units Vested and Payable

	Threshold
	Below the 35th Percentile 
	0%

	Target
	50th  Percentile
	100%

	Maximum
	80th Percentile or higher
	200%






If the Company’s Relative Total Shareholder Return over the Measurement Period is between the levels set forth above, then the percentage of the Units that will become vested and payable will be ratably interpolated.  If the Relative Total Shareholder Return at the end of the Measurement Period is  below the 35th percentile, then all Units shall be forfeited immediately and automatically and the Participant will have no further rights with respect thereto.
(b)    In the event the Participant’s employment is terminated by reason of (i) Disability, (ii) death, or (iii) by the Company without Cause other than within two years following a Change in Control, then the Units, will be prorated based on the number of days the Participant was employed by the Company during the Measurement Period, and such prorated Units will remain outstanding and will vest and be delivered to the Participant, at the same time as delivery would have been made had the Participant not had a termination of employment based on the attainment of the applicable Relative Total Shareholder Return for the full Measurement Period.  
(c)    If prior to the date the Units otherwise vest and within two years following a Change in Control the Participant’s employment is terminated either by the Company without Cause or by the Participant due to a resignation with Good Reason (as defined in Section 18), any of the Participant’s then outstanding Units (including any pro-rated Units that remain outstanding pursuant to Section 2(b) above) will vest immediately prior to such event as if the Target vesting level was attained.
(d)    Upon a cessation of the Participant’s employment with the Company or any of its Affiliates, any Unit that has not become vested on or prior to the effective date of such cessation or any Unit that does not specifically remain outstanding pursuant to Section 2(b) or 2(c) will then be forfeited immediately and 

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automatically and the Participant will have no further rights with respect thereto.  The foregoing sentence shall apply notwithstanding anything to the contrary in the terms of the Letter Agreement between the Company and Participant dated October 23, 2009, as amended, concerning the impact on long-term incentive awards of the cessation of Mr. Brondeau’s service after both (i) December 31, 2015 and (ii) the Board of Director’s approval of a “definitive succession plan”.
(e)    The application of Sections 2(b)(iii) and 2(c) is in each case conditioned on (i) the Participant’s execution and delivery to the Company of a general release of claims against the Company and its affiliates in a form prescribed by the Company, and (ii) such release becoming irrevocable within 60 days following the cessation of the Participant’s employment or such shorter period specified by the Company.  For avoidance of doubt, if this release requirement is not timely satisfied, the Units will be forfeited as of the effective date of the cessation of the Participant’s employment and the Participant will have no further rights with respect thereto.
(f)    Definitions
(i)    “Total Shareholder Return” means with respect to any publicly traded company, including the Company, the positive or negative change in the market price of one share of such entity’s common stock over the Measurement Period, plus the aggregate amount of dividends paid with respect to a share of such company’s common stock over the Measurement Period,  with such sum being divided by the market price of one share of such entity’s common stock at the commencement of the Measurement Period (in each case appropriately adjusted for any stock dividends, stock splits or other corporate transaction affecting shares of such company’s common stock).
(ii)    The “Peer Companies” shall consist of the following entities, provided that such entities are still publicly traded as of the last day of the Measurement Period: Akzo Nobel NV, Huntsman Corporation, American Vanguard Corp, International Flavors and Fragrances, Inc., Albermarle Corporation Olin Corporation, Ashland, Inc., BASF SE, CHR.Hansen Holdings AS, Celanese Corporation RPM International, Inc., Chemtura Corporation, Dow Chemical, Scott’s Miracle-GRO Company, Cytec Industries Inc., Sigma-Aldrich Corporation, Du Pont (E I) DE Nemours, Eastman Chemical Company, Ecolab Inc., Westlake Chemical Corporation, Ferro Corp, Ingredion, Inc., Koninkluke DSM NV, Minerals Technologies Inc., Monsanto Co., Newmarket Corp., NL Industries, Novozymes A/S, Nufarm LTD, Olin Corp., Polyone Corp, Rockwood Holdings, Inc., Schulman (A.) Inc., Sesient Technologies Corp., Syngenta AG ADR, Tate & Lyle PLC, Valhi, Inc., and Grace, (W.R.) & Company.  Any entity which is not publicly traded as of 

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the last day of the Measurement Period due to acquisition or through a going private transaction shall be removed from the Peer Companies from the beginning of the Measurement Period without replacement.  Any entity which declares bankruptcy, is liquidated or is otherwise delisted during the Measurement Period shall remain in the Peer Companies and such entity’s performance shall be considered to have been at the bottom of the Peer Companies.
3.    Timing of Issuance.
(a)    Subject to Section 3(b), with respect to any Units for which the applicable performance goal is satisfied, Shares will be issued in respect of all vested Units upon the Specified Date (or upon the Company’s termination of this arrangement in a manner consistent with the requirements of Treas. Reg. § 1.409A-3(j)(4)(ix)).
(b)    Notwithstanding anything herein to the contrary:
(i)    to the extent permitted by Treas. Reg. § 1.409A-3(j)(4)(vi), the issuance of Shares in respect of a number of vested Units will be accelerated to the date that employment taxes become payable with respect to this Award.  Such number of Units will be equal to the reasonably estimated amount of employment taxes then required to be withheld and remitted, divided by the then current Fair Market Value;
(ii)    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; and
(iii)    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 Grantee’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 Grantee immediately following that six month period. 
(c)    Fractional Shares will be rounded up to the next whole Share.
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 against the Company.

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5.    Stockholder Rights.  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.
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.    Employment.  Nothing in this Agreement or in the Plan will confer on the Participant any right to continue in service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or Affiliate employing or retaining the Participant) to terminate the Participant’s employment at any time for any reason, with or without cause.
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 all 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 (or other person entitled to receive the Units) will be addressed to such person at the Participant’s address now on file with the Company, or to such other address as either may designate to the other in writing.  Except as otherwise provided below in Section 9(b), any notice will be deemed to 

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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, if any, under Section 3 shall be made in accordance with the Participant’s written beneficiary designation on file with the Company (if 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, if any, under Section 3 will be made to the person or persons to whom the Participant’s rights shall 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 Committee 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 Committee with respect to questions arising under the Plan 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 for purposes of implementing, performing or administering the Plan or any related benefit.  Participant expressly gives his consent to the Company to process such personal data.
15.    Claims Procedure.
(a)    To the extent the issuance of Shares hereunder is deferred until termination of employment, this Agreement is intended to constitute part of a “top-hat” plan described in Section 201(2) of ERISA.  Therefore, to initiate a claim with respect to the settlement of Units, the Participant (or the person to whom ownership rights may have passed by will or the laws of descent and distribution) (the “Claimant”) must file a written request with the Company.  Upon receipt of such claim, the Company will advise the Claimant within ninety (90) days of receipt of the claim whether the claim is denied.  If special circumstances require more than ninety (90) days for processing, the Claimant will be notified in writing within ninety (90) days of filing the claims than the Company requires up to an additional ninety (90) days to reply.  The notice will explain what special circumstances make an extension necessary and indicate the date a final decision is expected to be made.
(b)    If the claim is denied in whole or in part, the Claimant will be provided a written opinion, in language calculated to be understood by the Claimant, setting forth (i) the specific reason(s) for the denial of the claim, or any part of it, (ii) specific reference(s) to pertinent provisions of the Plan or this Agreement upon which such denial was based, (iii) a description of any additional material or information necessary for the Claimant to perfect the claim, and an explanation of why such material or information is necessary, (iv) an explanation of the claim appeal procedure set forth in Section 15(c), below; and (v) a statement of the Claimant’s right to bring a civil action under section 502(a) of ERISA following an adverse determination upon appeal.
(c)    Within sixty (60) days after receiving a notice from the Company that a claim has been denied, in whole or in part, a Claimant (or the Claimant’s duly authorized representative) may file with the Company a written request for a review of the denial of the claim.  The Claimant or his duly authorized representative may, but need not, review the pertinent documents and submit issues and comments in writing for consideration by the Company.  If the Claimant does not request a review of the initial determination within such sixty (60) days 

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period, the Claimant will be barred and estopped from challenging the determination.
(d)    Within sixty (60) days after the Company’s receipt of a request for review, it will review the initial determination.  After considering all materials presented by the Claimant, without regard to whether such materials were submitted or considered in the initial review, the Company will render a written opinion.  The manner and content of the final decision will include the same information described above in Section 15(b) with respect to the initial determination.  If special circumstances require that the sixty (60) day time period be extended, the Company will so notify the Claimant and will render the decision as soon as possible, but no later than one hundred twenty (120) days after receipt of the request for review.  The notice will explain what special circumstances make an extension necessary and indicate the date a final decision is expected to be made.  Any decision on appeal will be final, conclusive and binding upon all parties.
16.    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.
17.    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.
18.    Good Reason.  For purposes of this Agreement, “Good Reason” will have the meaning defined in the Participant’s Individual Agreement, if any.  If no Individual Agreement exists, “Good Reason” will mean the occurrence of any one or more of the following:
(a)    The assignment to the Participant of duties materially inconsistent with his or her authorities, duties, responsibilities or position, or a material adverse change in the Participant’s authorities, duties, responsibilities, position or reporting requirements;
(b)    The Company’s relocation of the Participant’s principal worksite by more than (50) miles, excepting travel substantially consistent with the Participant’s business obligations; or
(c)    A material reduction in the Participant’s base salary.
provided that any such event will constitute Good Reason only if the Participant 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 the 

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Participant of written notice thereof, and the Participant resigns his or her employment within 180 days following the initial occurrence of such event.  




[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:
	/s/ Kyle Matthews

	Title:
	Vice President, Human Resources



	Date:
	April 23, 2015

	

PARTICIPANT

	Signature:
	/s/ Pierre R. Brondeau

	Address:
	 

	Date:
	April 23, 2015











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