Description of The Mosaic Company Management Incentive Plan for Key Managers and Executive Officers

Summary

The Mosaic Company has a Management Incentive Plan (MIP) that offers annual cash bonuses to key managers and executive officers based on meeting specific business performance goals set by the Board of Directors. The amount of the bonus depends on how well these goals are achieved, with targets and maximum payouts defined. For the fiscal year ending May 31, 2010, performance is measured mainly by operating earnings and working capital. Executive officers can earn bonuses ranging from 50% to 110% of their base salary, with maximum payouts up to 200% of the target award.

EX-10.III.D 3 dex10iiid.htm DESCRIPTION OF MOSAIC MANAGEMENT INCENTIVE PROGRAM Description of Mosaic Management Incentive Program

Exhibit 10.iii.d.

Pursuant to the Management Incentive Plan (“MIP”) of The Mosaic Company (the “Company”), key managers of the Company and its subsidiaries, including executive officers, are eligible for annual cash incentive compensation based upon the attainment of business performance goals that are pre-established by the Board of Directors of the Company, upon the recommendation of the Compensation Committee or a subcommittee of outside directors. Attainment of the performance measures determines the amount of the incentive payment for executive officers and all or a portion of the amount of the incentive payment for other participants. Threshold, target and maximum payout levels are set based upon the extent to which the specified performance measures are attained. Target annual incentive awards for executive officers range from 50% to 110% of base salary for the fiscal year ending May 31, 2010. The Corporate performance measures for the fiscal year ending May 31, 2010 are (i) consolidated operating earnings (“operating earnings”) and (ii) average consolidated working capital (“average working capital”), weighted 80% on the operating earnings measure and 20% on the average working capital measure. The Corporate performance measures apply to all executive officers, except that the performance measures for the executive officer who is the leader of the Company’s Potash business unit is based 60% on consolidated operating earnings and average consolidated working capital and 40% on operating earnings and average working capital of the Potash business unit. The plan has a minimum level for both the operating earnings measure and the average working capital measure at which payments begin. In addition, the plan has a separate threshold for the operating earnings measure below which no payout will be made under the average working capital measure. The maximum payout percent for both the operating earnings measure and the average working capital measure is 200% of the target annual incentive award.