Exhibit 10.10
FMC Corporation
Executive Severance
Plan
(As Amended and Restated Effective as of
January 1, 2009)
1. History and Purpose . The
Company adopted the Plan in 1983 and amended and restated the Plan
in 1997, 2000 and 2001. The Plan is hereby amended and restated as
of January 1, 2009 in order to comply with Section 409A
of the Internal Revenue Code of 1986, as amended. The purpose of
the Plan is to assure the Company that it will have the continued
dedication and the availability of objective advice and counsel
from key executives of the Company, notwithstanding the
possibility, threat or occurrence of a bid to take over control of
the Company.
The Board believes it is imperative
that, if the Company receives any proposals from a third person
concerning a possible business combination with the Company or the
acquisition of the Company’s equity securities, both the
Company and the Board be able to rely upon key executives to
continue in their positions and to be available for advice, without
concern that those individuals might be distracted by their own
personal financial situations and the risks to themselves created
by the proposal.
If the Company receives any such
proposal, key executives will be called upon to assist in assessing
the proposal, to advise management and the Board regarding whether
the proposal is in the best interest of the Company and its
stockholders, and to take such other actions as the Board might
deem appropriate.
2. Eligible Executives . The
following individuals will be Participants:
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a.
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the Chairman of
the Board;
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b.
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the President,
the Executive Vice Presidents, and the Senior Vice Presidents of
the Company;
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c.
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the Group and
Regional Managers of the Company;
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d.
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other officers
of the Company, except Assistant Secretaries and Assistant
Treasurers;
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e.
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Division
Managers of the Company; and
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f.
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other key
executives of the Company and its Affiliates who are from time to
time named as Participants by the Committee in its sole
discretion.
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A Participant will cease to be a
Participant if and when the Committee determines he or she should
no longer be a Participant. The Committee will not determine that a
Participant has ceased to be a Participant during any period that
the Company knows a Person has taken steps reasonably calculated to
effect a Change in Control, and before the Board has determined
that
that Person has abandoned or terminated its
efforts to effect a Change in Control. The decision of the Board
that a Person has abandoned or terminated its efforts to effect a
Change in Control will be conclusive and binding on all
Participants.
3. Terms of the Plan . The
terms of the Plan are as set forth in the forms of Agreement
attached to this Plan, with Form IA applicable to Tier IA
Participants, Form I applicable to Tier I Participants, Form II
applicable to Tier II Participants and Form III applicable to Tier
III Participants. The Company will enter into Agreements with each
Participant containing the terms set forth in the applicable form.
Once an individual becomes a Participant, for periods prior to the
date the Company and the Participant execute an Agreement, the
Participant will be entitled to participate in the Plan on the
terms and conditions set forth in the form of Agreement applicable
to the Participant.
4. Certain Definitions .
Capitalized terms used in this Plan will have the meanings set
forth below.
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a.
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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.
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b.
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Agreement means the executive severance agreements, in the
forms attached to the Plan, that the Company enters into with
Participants to memorialize the terms of their entitlement to
executive severance benefits.
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c.
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Board means the Board of Directors of the Company, as
it is constituted from time to time.
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d.
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Change in
Control means the
happening of any of the following events:
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(1) An acquisition by any Person of
beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of twenty percent (20%) or more of
either (A) the then outstanding shares of common stock of the
Company (the “Outstanding Company Common Stock”) or
(B) the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the
election of directors (the “Outstanding Company Voting
Securities”); excluding, however, the following: (i) any
acquisition directly from the Company, other than an acquisition by
virtue of the exercise of a conversion privilege unless the
security being so converted was itself acquired directly from the
Company, (ii) any acquisition by the Company, (iii) any
acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any entity controlled by
the Company, or (iv) any acquisition pursuant to a transaction
which complies with Subsections (A), (B) and (C) of
Subsection (3) of this Section 4(d);
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(2) A change in the composition of
the Board such that the individuals who, as of the Effective Date,
constitute the Board (such Board will be hereinafter referred to as
the “Incumbent Board”) cease for any reason to
constitute at least a majority of the Board; provided, however, for
purposes of this Section 4(d), that any individual who becomes
a member of the Board subsequent to the Effective Date, whose
election, or nomination for election by the Company’s
stockholders, was approved by a vote of at least a majority of
those individuals who are members of the Board and who were also
members of the Incumbent Board (or deemed to be such pursuant to
this proviso) will be considered as though such individual were a
member of the Incumbent Board; but, provided further, that any such
individual whose initial assumption of office occurs as a result of
either an actual or threatened election contest (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act) or other actual or threatened solicitation of proxies
or consents by or on behalf of a Person other than the Board will
not be so considered as a member of the Incumbent Board;
(3) Consummation of a
reorganization, merger or consolidation, sale or other disposition
of all or substantially all of the assets of the Company or
acquisition by the Company of the assets or stock of another entity
(“Corporate Transaction”); excluding, however, such a
Corporate Transaction pursuant to which (A) all or
substantially all of the individuals
