Non-Employee Director Annual Grant Form
RESTRICTED STOCK UNIT AWARD AGREEMENT
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
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
(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 .