May 17, 2017The Mosaic Company3033 Campus DriveRick McLellanPlymouth, MN 55441The Mosaic CompanyUSA27572 Riverbank DriveTel (763) 577-2700Bonita Springs, FLA 33134www.mosaicco.com

Dear Rick,

On behalf of The Mosaic Company (hereafter referred to as “the Company”), it is my pleasure to confirm the terms of your compensation and international assignment package for the position of Senior, Vice President, Brazil, in Sao Paulo, Brazil. This Letter of Understanding outlines the terms and conditions that will govern your international assignment.

For the purpose of the International Assignment, your home country place of origin will be Bonita Springs, FLA, United States and your host country location will be considered Sao Paulo, Brazil.

The anticipated start date of your international assignment is June 15, 2017. Your international assignment will continue for a period of approximately 24 months after which a review to extend it will occur. Any time spent in Sao Paulo prior to the assignment start date will be considered a business trip.

Your anticipated repatriation date is June 14, 2019, and is based upon the Company’s reasonable expectations at this time. This date is subject to change as determined by the Company’s business needs and is conditioned upon your agreement to the terms of this Letter of Understanding. Upon completion of your international assignment, it is expected that you will repatriate to your home country location, in accordance with the terms and conditions that govern your international assignment. However, if, after 24 months on assignment, it is mutually agreed that you will remain in Sao Paulo, Brazil, for a longer period of time, discussions regarding your extension will occur.

The Company has engaged Plus Relocation Services, Inc. (hereafter referred to as “PLUS”), a global relocation service provider, to administer your benefits. Your PLUS Relocation Counselor will be available for questions and counselling throughout your international assignment.

Throughout the international assignment period you will be considered an employee of the Company’s U.S. entity, and your payroll will be administered by your home and host country payroll departments.

You will assume the title of Senior Vice President, Brazil based in Sao Paulo, and will be reporting to Joc O’Rourke, CEO. While residing in Sao Paulo, your role will be to lead the existing Mosaic business and pre-closing integration planning for the Vale Fertilizantes acquisition, as well as post-closing integration efforts, subsequently planning and setting the strategic direction of the combined businesses.

As an employee of the Company’s home country, your base pay structure will remain the same as when you were working in your home country location. As such, your annual base salary will be $550,000 USD and will be subject to the annual focal review and adjustment process, which is based on performance goals and objectives as defined by the Company. You will participate in your home country bonus plan and will be subject to required deductions as determined by the home countries governing tax criteria for economic and social tax collection.

Eligibility and participation with respect to incentive schemes will continue to be administered in accordance with the home country criteria for each fiscal year. For the remainder of 2017, your incentive plan will be based on the Corporate Management Incentive Plan. Your incentive target will be 80% of base salary. Upon return, your compensation structure will return to current US market norms for your new role.

Dependents are members of your immediate family sharing the residence with you in a bona fide dependency status (e.g. legal spouse, children, or other relatives). Dependents must fall into the following categories and may accompany you:

Dependent children may accompany you only if there is no conflict with immigration or other laws or regulations in the host country.

During your international assignment, your health coverage will be provided by the Company’s preferred provider that covers employees who are working away from home. You are responsible for scheduling a meeting with your benefits administrator prior to your departure date to ensure that no lapse in health coverage occurs. While on expatriate assignment you and your eligible dependants will be covered by an international expatriate plan offered by Cigna that includes medical, dental and vision. Details will be provided to you upon your acceptance of the assignment.

It will be your responsibility to ensure that you and any approved accompanying family members undertake necessary physical examinations, inoculations and vaccinations. Prior to commencement of the international assignment, you must also obtain any necessary medical records and documents that are required by both the home and host country laws. The Company will reimburse the expenses incurred in complying with such requirements if not covered by your health plan.

Your vacation plan will continue to be administered by the Company’s home country location. It is expected that you will coordinate planned time off in advance with both your home and host country managers.

Your holiday entitlement will be based on your host country location. You are expected to adopt the local working hours and employment practices in accordance with the laws and customs of the host country.

Your international assignment is dependent upon the successful processing of your relevant entry, travel and work permit requirements, in accordance with the International Assignment Policy. The Company’s immigration service provider will manage your home and host country immigration and relevant work permit obligations.

All immigration aspects of the international assignment, including work permits and visa applications, will be coordinated through the immigration services contact listed below.

The Companies approach for facilitating international assignments maintains both a standard of living that is appropriate for the host country location and ensures a personal tax liability roughly equivalent to your peers in your home country location. The primary objective is to ensure that you experience neither negative nor significant positive financial variances.

The table below details certain key elements of your allowances and benefits and the location where each component will be paid/received. The allowance and benefit adjustments indicated below will become effective upon commencement of the international assignment and receipt of your work permit. It is imperative that you notify PLUS of your departure and arrival dates to ensure you are paid timely.

In accordance with the Company’s International Assignment Tax Policy, you will be neither advantaged nor disadvantaged during your international assignment as a result of the differences in the income taxes and social security costs in the home and/or host country locations.

To achieve this balance your current tax withholdings may cease and a hypothetical rate of tax may be calculated and withheld from your wages. This ‘hypo tax’ may be retained by the Company to off-set the cost of home and host tax payments made on your behalf during your international assignment. The ‘hypo tax” may be adjusted either up or down during your international assignment.

Signing the Tax Equalization Policy Agreement acknowledging that you accept the terms and conditions of this Policy, is a pre-requisite to accepting the offer for a long-term international assignment. Under the terms of the Tax Equalization Policy Agreement, you agree to be considered tax equalized to your home state and country, which is effective from the start date of your international assignment through any subsequent years while on the international assignment.

In the event of voluntary or involuntary separation from the Company, a preliminary tax equalization settlement may be prepared, resulting in additional terms of payment to or from the Company at time of separation.

Before your international assignment begins, you should contact the Company’s Worldwide Tax Service Representative to schedule a home and host country tax consultation.

At the conclusion of your assignment, the Company will coordinate your repatriation back to the home country location. You should begin to discuss job possibilities at the home country location at least six (6) months prior to the end date of your assignment in the host country. The following table is a list of the benefits that apply to your repatriation:

If you are in agreement with the terms and conditions, as defined in this Letter of Understanding and the attached policies, please sign and date the copy of this letter, as well as the attached International Tax Equalization Policy Agreement. Please forward the signed copies to Renee Robideau. A copy should be retained for your personal information.

We are sincerely looking forward to you accepting this international assignment with the Company.