Exhibit 10.4.a
Non-Employee Director Annual
Grant 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) 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 service to the Company through the
applicable date or event, 100% of the Units shall become vested on
the earliest of:
(i) the date of the annual
stockholders’ meeting that next follows the Grant Date (the
“Vesting Date”);
Non-Employee Director Annual Grant
Form
(ii) immediately prior to, but
contingent upon the occurrence of, a Change in Control (which,
solely for purposes of this Agreement, will have the meaning
defined in the Policy); or
(iii) the Company’s
termination of this arrangement in a manner consistent with the
requirements of Treas. Reg. § 1.409A-3(j)(4)(ix).
(b) In addition, if the Participant
dies while in service to the Company and prior to the date the
Units otherwise vest, a pro-rata portion of the Units (based on the
number of days the Participant served the Company from and after
the Grant Date relative to the total number of days in the period
beginning on the Grant Date and ending on the Vesting Date) will
become vested on the date of the Participant’s
death.
(c) Upon the cessation of the
Participant’s service to the Company, any Unit that has not
become vested on or prior to the effective date of such cessation
will then be forfeited immediately and automatically and the
Participant will have no further rights with respect
thereto.
3. Settlement
.
(a) Subject to Section 3(b),
Shares will be issued in respect of all vested Units upon the
earlier of (i) the Participant’s “separation from
service” (as that term is defined in Treas. Reg. §
1.409A-1(h)), (ii) the Company’s termination of this
arrangement in a manner consistent with the requirements of Treas.
Reg. § 1.409A-3(j)(4)(ix), or (iii) the specified date
elected by the Participant (if any) by submitting an election form
to the Company in the form provided by the Company no later than
the earlier of the last date allowable without incurring an
additional tax under Section 409A of the Code or the date
prescribed by the Company.
(b) Notwithstanding anything herein
to the contrary:
(i) to the extent the requirements
of Treas. Reg. § 1.409A-2(b)(7)(ii) are met, the issuance of
Shares hereunder will be delayed to the extent the Company
reasonably anticipates that the issuance will violate Federal
securities laws or other applicable laws;
(ii) to the extent compliance with
the requirements of Treas. Reg. § 1.409A-3(i)(2) is necessary
to avoid the application of an additional tax under
Section 409A of the Code, Shares that are otherwise issuable
upon the Participant’s “separation from service”
(as that term is defined in Treas. Reg. § 1.409A-1(h)) will be
deferred (without interest) and issued to the Participant
immediately following that six month period;
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Non-Employee Director Annual Grant
Form
(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-Tra
