TRANSITION AGREEMENT

THIS TRANSITION AGREEMENT (the “Agreement”) is entered into by and between D. MICHAEL WILSON (“You”) and FMC CORPORATION (the “Company”), a Delaware corporation, on April 29, 2013 (the “Effective Date”). Mr. Wilson and the Company are referred to collectively herein as the “Parties.”

WHEREAS, you have served the Company in a position of substantial authority and responsibility;

WHEREAS, your employment with the Company will cease at the close of business on April 30, 2013 (the “Termination Date”); and

WHEREAS, you and the Company desire to document your rights and obligations in connection with your cessation of employment.

NOW, THEREFORE, in consideration of the promises and the mutual agreements contained herein, the Parties agree as follows:

The Company agrees to employ you, and you agree to remain in employment with the Company, from the Effective Date through the Termination Date (the “Term”). During the Term, you will perform such duties as may reasonably be requested of you by the Company, and your compensation will not change. On the Termination Date, your service to the Company will terminate and you will be deemed to have resigned as of the Termination Date from any and all positions you hold with the Company or any affiliated entity.

Following the Termination Date, you will receive the payments, rights and benefits described in this Section 2; provided that the payments, rights and benefits described in this Section 2 are all subject to your compliance with all the terms of this Agreement (including, without limitation, Section 3 below) and are in lieu of, not in addition to, severance benefits under any other Company arrangement.

monthly group health and dental plan contributions required of active employees as in effect from time to time. Thereafter, you may continue COBRA Continuation Coverage for an additional six months at the then applicable monthly COBRA premium.

The Company will pay or reimburse the cost of the legal services and financial and tax planning services within 90 days following the submission of proper receipts, provided such receipts are submitted within 90 days after the costs are incurred and provided further that the costs are incurred no later than October 15, 2014.

The payments and benefits described in Section 2 above are expressly conditioned on (i) your execution and delivery to the Company, on or before the Termination Date, of a release in the form attached hereto as Exhibit B (the “Release”) and (ii) the Release becoming irrevocable, provided however, that if you should predecease the Termination Date, your surviving spouse (or heirs, if she is also deceased) shall nevertheless be entitled to the payments and benefits described in this Section 2, upon execution of a similar Release which releases the same claims against the Company that she or they may be entitled to bring on your behalf.

(a)    This Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (such Code Section hereinafter being referred to as “Section 409A”). Payments of Non-Qualified Deferred Compensation may only be made under this Agreement upon an event and in a manner permitted

by Section 409A. Any amounts payable solely on account of an your involuntary separation from service within the meaning of Section 409A shall be excludible from the requirements of Section 409A, either as involuntary separation pay or as short-term deferral amounts, to the maximum possible extent. For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. Notwithstanding any other provision of the Agreement to the contrary, all reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with Section 409A including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses available for reimbursement, or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense in incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

(b)    To the extent required by Section 409A, and notwithstanding any other provision of this Agreement to the contrary, no payment of Non-Qualified Deferred Compensation will be provided to, or with respect to, you on account of your separation from service until the first to occur of (i) the date of your death or (ii) the date which is one day after the six (6) month anniversary of your separation from service, and in either case only if you are a “specified employee” (as defined under Section 409A(a)(2)(B)(i) of the Code and the regulations promulgated thereunder) in the year of his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum promptly following the first to occur of the two dates specified in such immediately preceding sentence.

(c)    Any payment made under this Agreement pursuant to a voluntary or involuntary termination of your employment with the Company shall be withheld until you incur both a termination of your employment and a “separation from service” with the Company, as such term is defined in Treas. Reg. Section 1.409A-1(h).

Notwithstanding anything herein to the contrary, the Company shall have no liability to you or to any other person if the payments and benefits provided in this Agreement that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant.

previously approved by Company in writing; provided that the foregoing shall not be deemed to prohibit Executive from serving in a senior position (including, but not limited to, chief executive officer) in an enterprise that includes a Competing Business, where (A) Executive is not working directly in the Competing Business, and (B) the gross revenue of such Competing Business is not more 20% of consolidated gross revenue of the portion of the enterprise over which Executive has principal responsibility and authority (in each case determined for the most recently completed fiscal year of the enterprise);

(1)    “Competing Business” means any business that produces or sells products that compete with a major product line within the Company’s Specialty Chemicals Group as constituted as of April 1, 2013.

(2)     “Proprietary Information” means any and all proprietary information developed or acquired by the Company or any of its subsidiaries or affiliates that has not been specifically authorized to be disclosed. Such Proprietary Information shall include, but shall not be limited to, the following items and information relating to the following items: (a) all intellectual property and proprietary rights of the Company, (b) computer codes and instructions, processing systems and techniques, inputs and outputs (regardless of the media on which stored or located) and hardware and software configurations, designs, architecture and interfaces, (c) business research, studies, procedures and costs, (d) financial data, (e) distribution methods, (f) marketing data, methods, plans and efforts, (g) the identities of actual and prospective suppliers and customers, (h) the terms of contracts and agreements with, the needs and requirements of, and the Company’s or its affiliates’ course of dealing with, actual and prospective suppliers and customers, (i) personnel information, (j) customer and vendor credit information, and (k) information received from third parties subject to obligations of non-disclosure or non-use. Failure by the Company or its affiliates to mark any of the Proprietary Information as confidential or proprietary will not affect its status as Proprietary Information. However, the term Proprietary Information shall not include any of the foregoing that has been made public other than by your violation of Section 5(b) of this Agreement.

(d)    Acknowledgements. You acknowledge that the Restrictive Covenants are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the duration and scope of the Restrictive Covenants are reasonable given the nature of this Agreement and your position within the Company. You further acknowledge that the Company would not have entered into this Agreement or agreed to provide the compensation described herein absent your agreement to be bound by the Restrictive Covenants.

(e)    Remedies and Enforcement.

(4)    Specific Enforcement. You acknowledge that any breach by you, willfully or otherwise, of the Restrictive Covenants will cause continuing and irreparable injury to the Company or its affiliates for which monetary damages would not be an adequate remedy. You shall not, in any action or proceeding to enforce any of the provisions of this Agreement, assert the claim or defense that such an adequate remedy at law exists. In the event of any such breach or threatened breach by you of any of the Restrictive Covenants, the Company or its affiliates, as applicable, shall be entitled to injunctive or other similar equitable relief in any court, without any requirement that a bond or other security be posted, and this Agreement will not in any way limit remedies of law or in equity otherwise available to the Company and its affiliates.

(5)    Judicial Modification. If any court determines that any of the Restrictive Covenants, or any part thereof, is unenforceable because of the duration or scope of such provision, such court shall have the power to modify such provision and, in its modified form, such provision will then be enforceable.

(6)    Accounting. If you breach any of the Restrictive Covenants, the Company or its affiliates, as applicable, will have the right and remedy to require you to account for and pay over to the Company or its affiliates, as applicable, all compensation, profits, monies, accruals, increments or other benefits derived or received by you as the result of such breach. This right and remedy will be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates under law or in equity.

(7)    Disclosure of Restrictive Covenants. You agree to disclose the existence and terms of the Restrictive Covenants to any employer that you may work for during the Restricted Period.

(8)    Extension of Restricted Period. If you breach Section 5(a) in any respect, the restrictions contained in that section will be extended for a period equal to the period that you were in breach.

FMC Corporation
1735 Market Street
Philadelphia, PA 19103
Attn: General Counsel

Any notice or other information to be provided to you will be delivered by hand or sent by overnight delivery, return receipt requested, to your most recent address on file with the Company.

IN WITNESS WHEREOF, the Parties have each executed this Agreement on the day and year set forth below their respective signatures.

FMC CORPORATION

 

Any stock option not listed on this schedule and that is outstanding on the Termination Date will be forfeited at that time.

THIS RELEASE is made by D. MICHAEL WILSON (the “Executive”) on this 30th day of April, 2013.

WHEREAS, the Executive’s employment as an executive of FMC Corporation (the “Company”) has terminated; and

WHEREAS, pursuant to the Transition Agreement by and between the Company and the Executive dated April 29, 2013 (the “Agreement”), the Company has agreed to pay the Executive certain amounts and to provide him with certain rights and benefits, subject to his execution of this Release.

NOW THEREFORE, in consideration of these premises and intending to be legally bound hereby:

the Executive’s cooperation so as not to materially interfere with his other professional obligations.

IN WITNESS WHEREOF, the Executive has executed this Release on the day and year first above written.