Exhibit 10.2
Non-Employee Director Retainer
Form
RESTRICTED STOCK UNIT AWARD
AGREEMENT
FMC CORPORATION
INCENTIVE COMPENSATION AND STOCK
PLAN
THIS RESTRICTED STOCK UNIT AWARD
AGREEMENT (this
“Agreement”) is made by and between FMC Corporation
(the “Company”) and [
] (the “Participant”).
WHEREAS , the Company maintains the FMC Corporation
Compensation Policy for Non-Employee Directors (the
“Policy”), which contemplates the grant of awards to
non-employee directors of the Company under the FMC Corporation
Incentive Compensation and Stock Plan (the “Plan”);
and
WHEREAS , Section 13 of the Plan authorizes the
grant of Awards payable in, and valued with reference to, Common
Stock; and
WHEREAS , to compensate the Participant for his or her
past and anticipated future contributions to the Company and to
further align the Participant’s personal financial interests
with those of the Company’s stockholders, the Policy provides
for the grant of restricted stock units to the Participant on the
terms described below, effective [
] (the “Grant Date”).
NOW, THEREFORE
, in consideration of the mutual
covenants herein contained and other good and valuable
consideration, receipt of which is hereby acknowledged, the parties
hereto agree as follows:
1. Grant of Restricted Stock
Units .
(a) Pursuant to the Policy and the
Plan, the Company hereby awards to the Participant [
] restricted stock units on the terms and conditions set forth
herein (the “Units”). The terms of the Plan are
incorporated herein by this reference and made a part of this
Agreement. Capitalized terms not otherwise defined herein will have
the same meanings as in the Plan.
(b) Subject to the terms set forth
in this Agreement, each Unit represents an unfunded, unsecured
right of the Participant to receive one share of Common Stock (each
a “Share”) at a specified time.
2. Divestiture .
Notwithstanding any other provision of this Agreement, if the
Participant’s service to the Company ceases prior to a Change
in Control (which, solely for purposes of this Agreement, will have
the meaning defined in the Policy) for any reason other than the
Participant’s death or Disability, the Participant’s
will cease automatically to have any further rights with respect to
a number of the Units equal to (a) the total number of Units
(including any additional Units credited
in accordance with Section 5(b), below),
multiplied by (b) (i) the number of days (if any) then
remaining until the first anniversary of the Grant Date, divided by
(ii) 365.
3. Settlement
.
(a) Subject to Sections 2 and 3(b),
Shares will be issued in respect of the Units upon the earlier of
(i) the Participant’s “separation from
service” (as that term is defined in Treas. Reg. §
1.409A-1(h)), or (ii) 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 the requirements
of Treas. Reg. § 1.409A-2(b)(7)(ii) are met, the issuance of
Shares hereunder will be delayed to the extent the Company
reasonably anticipates that the issuance will violate Federal
securities laws or other applicable laws;
(ii) to the extent compliance with
the requirements of Treas. Reg. § 1.409A-3(i)(2) is necessary
to avoid the application of an additional tax under
Section 409A of the Code, Shares that are otherwise issuable
upon the Participant’s “separation from service”
(as that term is defined in Treas. Reg. § 1.409A-1(h)) will be
deferred (without interest) and issued to the Participant
immediately following that six month period;
(iii) upon the occurrence of a
Change in Control that also constitutes a “change in
ownership” of the Company, a “change in effective
control” of the Company or a “change in the ownership
of a substantial portion of the Company’s assets” (as
those terms are defined in Treas. Reg. § 1.409A-3(i)(5)), the
Participant will receive a cash payment equal to the number of
Units he or she held immediately prior to such Change in Control
multiplied by the Change in Control Price (as that term is defined
in the Policy). Such cash payment will be in lieu of the issuance
of Shares pursuant to Section 3(a) and will constitute a full
settlement of all the Participant’s rights in respect of the
Units.
4. Non-Transferability
. Neither the Units nor any right with respect thereto may be
assigned, alienated, pledged, attached, sold or otherwise
transferred or encumbered by the Participant other than by will or
by the laws of descent and distribution, and any purported
assignment, alienation, pledge, attachment, sale, transfer or
encumbrance will be vo
