Exhibit 10.4
FMC CORPORATION
COMPENSATION POLICY FOR NON-EMPLOYEE DIRECTORS
(A S AMENDED AND RESTATED EFFECTIVE FEBRUARY 20, 2009)
PART I. - GENERAL PROVISIONS
1. Purpose . The purpose of the Policy is to provide a compensation program to attract and retain qualified individuals not
employed by the Company or its subsidiaries or affiliates to serve on the Board and to further align the interests of those
directors with those of stockholders by providing that a substantial portion of compensation will be linked directly to increases
in stockholder value.
2. Definitions . Except as otherwise defined herein or in the FMC Corporation Incentive Compensation and Stock Plan,
terms used herein in capitalized form will have the meanings attributed to them below:
a. “Annual Retainer” means the retainer fee established by the Board and paid to a director for services on the Board
for a year.
b. A “Change in Control” of the Company will be deemed to have occurred as of the first day that any one or more of
the following conditions are satisfied:
(1) the “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act) of securities representing more
than 20% of the combined voting power of the then outstanding voting securities of the Company entitled to vote
generally in the election of directors (the “Company Voting Securities”) is acquired by a “Person” as defined in
Sections 13(d) and 14(d) of the Exchange Act (other than the Company, any trustee or other fiduciary holding
securities under an employee benefit plan of the Company or an affiliate thereof, any corporation owned, directly or
indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of
the Company); provided, however that any acquisition from the Company or any acquisition pursuant to a
transaction that complies with Subsections (i), (ii) and (iii) of Subsection (3) of this definition will not be a Change in
Control under this Subsection (1); or
(2) individuals who