Exhibit 10.2

FMC CORPORATION

INCENTIVE COMPENSATION AND STOCK PLAN

(As Amended and Restated Through September 13, 2007)

SECTION 1. HISTORY AND PURPOSE

1.1. History. In 1995 the Company’s stockholders approved the adoption of the FMC 1995 Stock Option Plan and the FMC 1995 Management Incentive Plan with 3,000,000 shares of Common Stock available for issuance under the two plans combined. Effective as of February 16, 2001, the Board merged the FMC 1995 Management Incentive Plan with and into the FMC 1995 Stock Option Plan, and the FMC 1995 Stock Option Plan was restated as provided herein, and renamed the FMC Corporation Incentive Compensation and Stock Plan. Also effective as of February 16, 2001, the Board approved an addition to the authorization of shares available for issuance under the Plan of 800,000 shares of Common Stock, making the total shares available for issuance under the Plan 3,800,000 as of that date.

In 2000, the Committee adopted the FMC Corporation Stock Appreciation Rights and Phantom Stock Plan to provide equity-based cash compensation to foreign employees in an effort to reduce the foreign income taxes that would otherwise be payable by such foreign employees if they received traditional grants under the Plan. The FMC Corporation Stock Appreciation Rights and Phantom Stock Plan was merged with and into the Plan effective as of February 16, 2001.

In June 2001, the Company distributed substantially all of the net assets relative to its machinery business into a separate company. FMC Technologies, Inc. (“Technologies”). Seventeen percent of FMC’s ownership in Technologies was sold to the public in June 2001, and the remainder was distributed to FMC shareholders on December 31, 2001 (the “Spin-off”). As a result of the Spin-off, each unit of FMC Common Stock was adjusted by a factor of 1.9064045. Therefore, effective as of December 31, 2001, the total number of shares available for issuance under the Plan was adjusted to 7,244,377, in accordance with Section 4.1 of the Plan. Similarly, the Option Price per share of Common Stock under Stock Options outstanding under the Plan as of December 31, 2001 was adjusted by a factor of .5245476. Further amendments were approved on February 23, 2006. The Plan was restated as of February 23, 2006, as provided herein, to reflect the foregoing changes.

On August 17, 2007 the Board of Directors of the Company approved a two-for-one split of the Common Stock, to be effected in the form of a distribution payable on September 13, 2007 to the holders of the Common Stock of record as of the close of business on August 31, 2007, of one additional share of Common Stock for every share of Common Stock outstanding as of that date (the “Stock Split”). Therefore, effective as of September 13, 2007, the total number of shares reserved for issuance under the Plan was adjusted to 14,448,674 in accordance with Section 4.1 of the Plan, and the total number of shares subject to outstanding Awards granted under the Plan as of September 13, 2007 was doubled. Similarly, the Option Price per share of Common Stock under Stock Options outstanding under the Plan as of September 13, 2007 was adjusted by a factor of .5. The plan was restated as of September 13, 2007 to reflect the foregoing changes.

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1.2. Purpose. The purpose of the Plan is to give the Company a competitive advantage in attracting, retaining and motivating officers, employees, directors and consultants of the Company and its Affiliates.

SECTION 2. DEFINITIONS

2.1. General. For purposes of the Plan, the following terms are defined as set forth below:

 

(a)

“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.

 

(b)

“Award” means a Management Incentive Award, Stock Option, Stock Appreciation Right, Performance Unit, Restricted Stock or other award authorized under the Plan.

 

(c)

“Award Cycle” means a period of consecutive fiscal years or portions thereof designated by the Committee over which Awards are to be earned.

 

(d)

“Board” means the Board of Directors of the Company.

 

(e)

“Business Unit” means a unit of the business of the Company or its Affiliates as determined by the Committee and the CEO.

 

(f)

“Capital Employed” means operating working capital plus net property, plant and equipment.

 

(g)

“Cause” means (1) “Cause” as defined in any Individual Agreement to which the participant is a party, or (2) if there is no such Individual Agreement, or, if it does not define “Cause”: (A) the participant having been convicted of, or pleading guilty or nolo contendere to, a felony under federal or state law; (B) the Willful and continued failure on the part of the participant to substantially perform his or her employment duties in any material respect (other than such failure resulting from Disability), after a written demand for substantial performance is delivered to the participant that specifically identifies the manner in which the Company believes the participant has failed to perform his or her duties, and after the participant has failed to resume substantial performance of his or her duties within thirty (30) days of such demand; or (C) Willful and deliberate conduct on the part of the participant that is materially injurious to the Company or an Affiliate; or (D) prior to a Change in Control, such other events as will be determined by the Committee. The Committee will, unless otherwise provided in an Individual Agreement with the participant, determine whether “Cause” exists.

 

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(h)

“CEO” means the Company’s chief executive officer.

 

(i)

“Change in Control” and “Change in Control Price” have the meanings set forth in Sections 14.2 and 14.3, respectively.

 

(j)

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.

 

(k)

“Committee” means the Compensation and Organization Committee of the Board, or such other committee as the Board may from time to time designate.

 

(l)

“Common Stock” means (1) the common stock of the Company, par value $.10 per share, subject to adjustment as provided in Section 4.1 Shares Available for Issuance; or (2) if there is a merger or consolidation and the Company is not the surviving corporation, the capital stock of the surviving corporation given in exchange for such common stock of the Company.

 

(m)

“Company” means FMC Corporation, a Delaware corporation.

 

(n)

“Covered Employee” means a participant who has received a Management Incentive Award, Restricted Stock or Performance Units, who has been designated as such by the Committee and who is or may be a “covered employee” within the meaning of Section 162(m)(3) of the Code in the year in which the Management Incentive Award, Restricted Stock or Performance Units are expected to be taxable to such participant.

 

(o)

“Disability” means, unless otherwise provided by the Committee, (1) “Disability” as defined in any individual agreement to which the participant is a party, or (2) if there is no such individual agreement, or, if such agreement does not define “Disability,” then “Disability” shall be determined in accordance with the Company’s long-term disability plan.

 

(p)

“Dividend Equivalent Rights” means the right to receive cash, Stock Options, Stock Appreciation Rights or Performance Units, as determined by the Committee, in an amount equal to any dividends that would have been paid on a Stock Option, Stock Appreciation Right or a Performance Unit, as applicable, with Dividend Equivalent Rights if such Stock Option, Stock Appreciation Right or Performance Unit, as applicable, was a share of Common Stock held by the participant on the dividend payment date. Unless the Committee determines that Dividend Equivalent Rights will be paid in cash as of the dividend payment date, such Dividend Equivalent Rights, once credited, will be converted into an equivalent number of Stock Options, Stock Appreciation Rights or Performance Units, as applicable; provided, however, that the number of shares subject to any Award will always be a whole number. Unless otherwise determined by the Committee as of the dividend payment date, if a dividend is paid in cash, the number of Stock Options, Stock Appreciation Rights or Performance Units into which a Dividend Equivalent Right will be converted will be calculated as of the dividend payment date, in accordance with the following formula:

(A x B)/C

 

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in which “A” equals the number of Stock Options, Stock Appreciation Rights or Performance Units with Dividend Equivalent Rights held by the participant on the dividend payment date, “B” equals the cash dividend per share and “C” equals the Fair Market Value per share of Common Stock on the dividend payment date. Unless otherwise determined by the Committee as of the dividend payment date, if a dividend is paid in property other than cash, the number of Stock Options, Stock Appreciation Rights or Performance Units, as applicable into which a Dividend Equivalent Right will be converted will be calculated, as of the dividend payment date, in accordance with the formula set forth above, except that “B” will equal the fair market value per share of the property which the participant would have received if the Stock Option, Stock Appreciation Right or Performance Unit, as applicable, with Dividend Equivalent Rights held by the participant on the dividend payment date was a share of Common Stock.

 

(q)

“Effective Date” means February 16, 2001, the date the Plan was adopted by the Board. The Board’s adoption of the increase of 800,000 shares (later adjusted to be an additional 1,525,123 shares as a result of the Spin-off) of Common Stock reserved for issuance under the Plan is also effective as of February 16, 2001.

 

(r)

“Eligible Individuals” means officers, employees, directors and consultants of the Company or any of its Affiliates, and prospective employees, directors and consultants who have accepted offers of employment, membership on a board or consultancy from the Company or its Affiliates, who are or will be responsible for or contribute to the management, growth or profitability of the business of the Company or its Affiliates, as determined by the Committee.

 

(s)

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.

 

(t)

“Expiration Date” means the date on which an Award becomes unexercisable and/or not payable by reason of lapse of time or otherwise as provided in Section 6.2 Expiration Date.

 

(u)

“Fair Market Value” means, except as otherwise provided by the Committee, as of any given date, the closing price for the shares on the New York Stock Exchange for the specified date (as of 4:00 p.m. Eastern Standard Time or Eastern Daylight Savings Time, whichever is then in effect), or, if the shares were not traded on the New York Stock Exchange on such date, then on the next preceding date on which the shares were traded, all as reported by such source as the Committee may select.

 

(v)

“Grant Date” means the date designated by the Committee as the date of grant of an Award.

 

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(w)

“Incentive Stock Option” means any Stock Option designated as, and qualified as, an “incentive stock option” within the meaning of Section 422 of the Code.

 

(x)

“Individual Agreement” means a severance, employment, consulting or similar agreement between a participant and the Company or one of its Affiliates.

 

(y)

“Management Incentive Award” means an Award of cash, Common Stock, Restricted Stock or a combination of cash, Common Stock and Restricted Stock, as determined by the Committee.

 

(z)

“Net Contribution” means for a Business Unit, its operating profit after-tax, less the product of (1) a percentage as determined by the Committee; and (2) the Business Unit’s Capital Employed.

 

(aa)

“Nonqualified Stock Option” means any Stock Option that is not an Incentive Stock Option.

 

(bb)

“Notice” means the written evidence of an Award granted under the Plan in such form as the Committee will from time to time determine.

 

(cc)

“Performance Goals” means the performance goals established by the Committee in connection with the grant of Management Incentive Awards, Restricted Stock or Performance Units as set forth in the Notice. In the case of Qualified Performance-Based Awards, Performance Goals will be set by the Committee within the time period prescribed by Section 162(m) of the Code and related regulations, and will be based on Net Contribution, or such other performance criteria selected by the Committee, including, without limitation, the Fair Market Value of the Common Stock, the Company’s or a Business Unit’s market share, sales, earnings, costs, productivity, return on equity or return on Capital Employed.

 

(dd)

“Performance Units” means an Award granted under Section 12 Performance Units.

 

(ee)

“Plan” means the FMC Corporation Incentive Compensation and Stock Plan, as set forth herein and as hereinafter amended from time to time.

 

(ff)

“Qualified Performance-Based Award” means a Management Incentive Award, an Award of Restricted Stock or an Award of Performance Units designated as such by the Committee, based upon a determination that (1) the recipient is or may be a Covered Employee; and (2) the Committee wishes such Award to qualify for the Section 162(m) Exemption.

 

(gg)

“Restricted Stock” means an Award granted under Section 11 Restricted Stock.

 

(hh)

“Section 162(m) Exemption” means the exemption from the limitation on deductibility imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C) of the Code.

 

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(ii)

“Stock Appreciation Right” means an Award granted under Section 10 Stock Appreciation Rights.

 

(jj)

“Stock Option” means an Award granted under Section 9 Stock Options.

 

(kk)

“Termination of Employment” means the termination of the participant’s employment with, or performance of services for, the Company and any of its Affiliates. Temporary absences from employment because of illness, vacation or leave of absence and transfers among the Company and its Affiliates will not be considered Terminations of Employment.

 

(ll)

“Vesting Date” means the date on which an Award becomes vested, and, if applicable, fully exercisable and/or payable by or to the participant as provided in Section 6.3 Vesting.

 

(mm)

“Willful” means any action or omission by the participant that was not in good faith and without 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 resolution of the Board, or, upon the instructions of the CEO or any other 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 participant in good faith and in the best interests of the Company and/or its Affiliates.

2.2. Other Definitions. In addition, certain other terms used herein have definitions given to them in the first place in which they are used.

SECTION 3. ADMINISTRATION

3.1. Committee Administration. The Committee is the administrator of the Plan. Among other things, the Committee has the authority, subject to the terms of the Plan:

 

(a)

To select the Eligible Individuals to whom Awards are granted;

 

(b)

To determine whether and to what extent Awards are granted;

 

(c)

To determine the amount of each Award;

 

(d)

To determine the terms and conditions of any Award, including, but not limited to, the option price, any vesting condition, restriction or limitation regarding any Award and the shares of Common Stock relating thereto, based on such factors as the Committee will determine;

 

(e)

To modify, amend or adjust the terms and conditions of any Award, at any time or from time to time;

 

(f)

To determine to what extent and under what circumstances Common Stock and other amounts payable with respect to an Award will be deferred; and

 

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(g)

To determine under what circumstances an Award may be settled in cash or Common Stock or a combination of cash and Common Stock.

The Committee has the authority to adopt, alter and repeal administrative rules, guidelines and practices governing the Plan, to interpret the terms and provisions of the Plan, any Award, any Notice and any other agreement relating to any Award and to take any action it deems appropriate for the administration of the Plan.

3.2. Committee Action. The Committee may act only by a majority of its members then in office unless it allocates or delegates its authority to a Committee member or other person to act on its behalf. Except to the extent prohibited by applicable law or applicable rules of a stock exchange, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any other person or persons. Any such allocation or delegation may be revoked by the Committee at any time.

Any determination made by the Committee or its delegate with respect to any Award will be made in the sole discretion of the Committee or such delegate. All decisions of the Committee or its delegate are final, conclusive and binding on all parties.

3.3. Board Authority. Any authority granted to the Committee may also be exercised by the full Board. To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action will control.

SECTION 4. SHARES

4.1. Shares Available For Issuance. The maximum number of shares of Common Stock that may be delivered to participants and their beneficiaries under the Plan will be 14,488,674 (after giving effect to the Stock Split). Shares subject to an Award under the Plan may be authorized and unissued shares or may be treasury shares.