Fmc Corp Sample Contracts

Fmc Corp – Livent Corporation Executive Severance Plan (Effective as of October 10, 2018) 1. Purpose. The purpose of the Plan is to assure the Company that it will have the continued dedication and the availability of objective advice and counsel from key executives of the Company, notwithstanding the possibility, threat or occurrence of a bid to take over control of the Company. The Board believes it is imperative that, if the Company receives any proposals from a third person concerning a possible business combination with the Company or the acquisition of the Company’s assets or equity securities, bot (February 28th, 2019)
Fmc Corp – FMC CORPORATION and U.S. BANK NATIONAL ASSOCIATION, Trustee FORM OF INDENTURE Dated as of , Subordinated Debt Securities (February 28th, 2019)

INDENTURE, dated as of                          ,         , between FMC Corporation, a Delaware corporation (herein called the “Company”), having its principal office at 2929 Walnut Street, Philadelphia, Pennsylvania 19104, and U.S. Bank National Association, as trustee (herein called the “Trustee”).

Fmc Corp – AMENDED AND RESTATED EMPLOYEE MATTERS AGREEMENT by and between FMC CORPORATION and LIVENT CORPORATION Dated as of February 4, 2019 #90914078v33 (February 28th, 2019)
Fmc Corp – FMC Corporation Amended and Restated Executive Severance Agreement THIS AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENT is made and entered into as of the 15th day of May, 2018 (the “Effective Date”) by and between FMC Corporation (hereinafter referred to as the “Company”) and Andrew D. Sandifer (hereinafter referred to as the “Executive”) (the “Agreement”). WHEREAS, the Executive is currently a party to an Executive Severance Agreement with the Company dated November 6, 2012 (the “Prior Agreement”); and WHEREAS, the Executive and the Company desire that this Agreement replace and supersede (February 28th, 2019)
Fmc Corp – Dear FMC Stockholder: (February 26th, 2019)

We are pleased to provide you this Information Statement regarding the distribution of our remaining interest in Livent Corporation (“Livent”).

Fmc Corp – FMC Corporation Announces Fourth Quarter and Full Year 2018 Results (February 11th, 2019)

2019 adjusted earnings are expected to be in the range of $5.55 to $5.75 per diluted share, up 8 percent at the midpoint versus recast 2018, excluding any impact from share repurchases in 2019

Fmc Corp – To: Members of the Board of Directors and Executive Officers of FMC Corporation Date: February 11, 2019 Re: Notice of Blackout Period to Directors and Section 16 Executive Officers (February 11th, 2019)

Pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR promulgated pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are required to notify our directors and executive officers (as defined for purposes of Section 16 of the Exchange Act) if restrictions are imposed on their trading in equity securities of FMC Corporation (“FMC”) due to the implementation of a “blackout” period (“Blackout Period”) under the FMC Corporation Qualified Savings and Investment Plan, the FMC Corporation Nonqualified Savings and Investment Plan or the Livent Corporation Non-Qualified Savings and Investment Plan (collectively, the “Plans”).

Fmc Corp – Key Drivers of Increased Q4 ‘18 Adjusted EPS Guidance(versus midpoint of prior guidance) +24 to +29 cents Agricultural Solutions +8 cents Lower tax rate +15 to +20 cents All other factors +1 cent (February 1st, 2019)

Consolidated adjusted earnings per diluted share now expected to be $1.62 to $1.67, up 17 to 21 percent versus the midpoint of prior guidance

Fmc Corp – FMC to Outline Five-Year Strategic Plan at Investor Day; Board Increases Dividend and Authorizes New Share Repurchase Program (December 3rd, 2018)

PHILADELPHIA, December 3, 2018 - FMC Corporation (NYSE: FMC), an agricultural sciences company, will host its Investor Day later today in New York City to discuss the Company’s strategic growth plan, R&D capabilities and portfolio, and updated capital deployment plan.

Fmc Corp – FMC Corporation Announces Third Quarter 2018 Results, Share Buyback Program and Intended Livent Spin Date (November 5th, 2018)

Excluding $0.07 impact from Livent standalone costs ($0.03) and non-controlling interest ($0.04), FMC maintains its previous 2018 adjusted earnings per share of $6.05 at the midpoint of the range. Including the impacts from Livent IPO, 2018 adjusted earnings are expected to be in the range of $5.93 to $6.03 per diluted share, up 121 percent at the midpoint versus 20171,2

Fmc Corp – EXECUTION VERSION AMENDMENT NO. 1 AMENDMENT NO. 1, dated as of September 28, 2018 (this “Amendment”), to the Term Loan Agreement, dated as of May 2, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”), among FMC Corporation, a Delaware corporation (the “Company”), certain of the Company’s subsidiaries from time to time party thereto as borrowers (together with the Company, the “Borrowers”), Citibank, N.A., as Administrative Agent (as such term is defined in the Term Loan Agreement), each lender from time to time par (October 3rd, 2018)
Fmc Corp – EXECUTION VERSION AMENDMENT NO. 1 AMENDMENT NO. 1, dated as of September 28, 2018 (this “Amendment”), to the Second Amended and Restated Credit Agreement, dated as of May 2, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among FMC Corporation, a Delaware corporation (the “Company”), certain of the Company’s subsidiaries from time to time party thereto as borrowers (together with the Company, the “Borrowers”), Citibank, N.A., as Administrative Agent (as such term is defined in the Credit Agreement), and each lende (October 3rd, 2018)
Fmc Corp – EXECUTION VERSION AMENDMENT NO. 4 AMENDMENT NO. 4, dated as of September 28, 2018 (this “Amendment”), to the Term Loan Agreement, dated as of October 10, 2014 (as amended by that certain Amendment No. 1, dated as of August 26, 2015, that certain Amendment No. 2, dated as of March 24, 2016 and that certain Amendment No. 3, dated as of May 2, 2017, and as the same may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”), among FMC Corporation, a Delaware corporation (the “Company”), certain of the Company’s subsidiar (October 3rd, 2018)
Fmc Corp – FMC Corporation Announces Second Quarter 2018 Results (August 1st, 2018)

PHILADELPHIA, August 1, 2018 - FMC Corporation (NYSE:FMC) today reported second quarter 2018 revenue of approximately $1.3 billion, an increase of 92 percent year-over-year. On a GAAP basis, the company reported earnings of $0.96 per diluted share in the second quarter, or $130 million, which is 71 percent higher than the GAAP earnings of $0.56 per diluted share, or $75 million, in the second quarter of 2017. Second quarter adjusted earnings were $1.78 per diluted share, an increase of 271 percent year-over-year.

Fmc Corp – FMC Corporation Announces First Quarter 2018 Results (May 2nd, 2018)

PHILADELPHIA, May 2, 2018 - FMC Corporation (NYSE:FMC) today reported first quarter 2018 revenue of $1.2 billion, an increase of 103 percent year-over-year. On a GAAP basis, the company reported earnings of $1.96 per diluted share in the first quarter, or $267 million, which compares to a net loss of $0.92 per diluted share, or a net loss of $124 million, in the first quarter of 2017. First quarter adjusted earnings were $1.84 per diluted share, an increase of 328 percent year-over-year.

Fmc Corp – FMC CORPORATION INCENTIVE COMPENSATION AND STOCK PLAN (As Amended and Restated on April 25, 2017) (February 28th, 2018)
Fmc Corp – Explanatory Note: The terms of Mr. Norris’s departure from FMC Corporation (the “Company”) as set forth in the below letter were subsequently modified based upon discussions with Company management, as follows. The Company waived the condition that Mr. Norris commence employment with DuPont following the closing of the Company’s divestiture of its Health and Nutrition business to DuPont in order to receive his cash retention bonus and 2017 annual incentive plan cash payment. And all FMC stock options held by Mr. Norris were either exercised or canceled on or before December 31, 2017. (February 28th, 2018)

As you are aware, FMC recently announced the divestiture of Health and Nutrition business. You play a critical role in ensuring a successful divestiture to DuPont. Outlined below are the terms of this retention letter to allow you to focus on business operations, yet at the same time address the concerns you may have for your own financial and professional career well-being.

Fmc Corp – FMC Corporation Announces Fourth Quarter and Full Year 2017 Results (February 12th, 2018)

PHILADELPHIA, February 12, 2018 - FMC Corporation (NYSE:FMC) today reported fourth quarter and full year 2017 results. For the year, FMC reported revenue of approximately $2.9 billion, an increase of 13 percent compared to 2016. On a GAAP basis, the company reported earnings of $536 million, or $3.99 per diluted share. Full year adjusted earnings were $2.71 per diluted share, an increase of 41 percent compared to the prior year.

Fmc Corp – FMC CORPORATION UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION (January 9th, 2018)

The following unaudited pro forma condensed consolidated financial information has been prepared by FMC Corporation, a Delaware corporation (“FMC”, the "Company", "we"), to illustrate the effect of both the acquisition of a significant portion of E.I. du Pont de Nemours and Company's ("DuPont") Crop Protection Business and research and development organization (collectively, the “DuPont Crop Protection Business”) by FMC (the "Acquisition") and the disposition of the FMC Health and Nutrition segment (the "Disposition") to DuPont. On November 1, 2017, the Company acquired the DuPont Crop Protection Business and separately sold the FMC Health and Nutrition segment and paid $1.2 billion in cash to DuPont (collectively, the "Transactions"). Total purchase consideration of the Acquisition consisted primarily of the FMC Health and Nutrition segment and cash, which the Company funded through debt. On August 1, 2017, the Company completed the sale of the Omega-3 business, previously part of the

Fmc Corp – FMC CORPORATION 2929 Walnut Street Philadelphia, Pennsylvania 19104 (November 7th, 2017)

Reference is made to that certain Transaction Agreement, dated as of March 31, 2017 (as amended or supplemented from time to time, the “Agreement”), by and among E. I. du Pont de Nemours and Company, a Delaware corporation, and FMC Corporation, a Delaware corporation. Pursuant to Section 10.3 of the Agreement, the Agreement may be amended by a written instrument executed by the parties thereto. The parties hereto wish to amend the Agreement in the manner set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. In consideration of the representations, warranties, covenants and agreements contained herein and in the Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each party hereto agrees to the following:

Fmc Corp – FMC Corporation Announces Third Quarter 2017 Results (November 6th, 2017)

Raising guidance range for 2017 adjusted earnings per diluted share to $2.59 to $2.69, including two months contribution from the recent acquisition 1,2

Fmc Corp – FMC Corporation 2929 Walnut Street Philadelphia, PA 19104 USA News Release 215.299.6000 fmc.com For Release: Immediate Media Contact: Dwayne Roark - 215.299.6820 dwayne.roark@fmc.com Investor Contact: Michael Wherley - 215.299.6543 michael.wherley@fmc.com (November 2nd, 2017)

PHILADELPHIA, November 1, 2017 - FMC Corporation (NYSE:FMC) today announced it has successfully completed the closing of its two pending transactions with DuPont. The companies signed a definitive agreement on March 31, 2017, and have now satisfied all necessary conditions and approvals. FMC has acquired the portion of DuPont’s Crop Protection business it had to divest to comply with the European Commission ruling related to its merger with The Dow Chemical Company, which was completed on August 31, 2017, to form DowDuPont™. Additionally, FMC has completed the sale of FMC Health and Nutrition to DuPont.

Fmc Corp – PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT FMC CORPORATION INCENTIVE COMPENSATION AND STOCK PLAN (August 2nd, 2017)

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made by and between FMC Corporation (the “Company”) and [_________________________]1 (the “Participant”).

Fmc Corp – FMC Corporation Announces Second Quarter 2017 Results (August 1st, 2017)

PHILADELPHIA, August 1, 2017 - FMC Corporation (NYSE:FMC) today reported second quarter revenue of $657 million, which is an increase of 7 percent year-over-year. On a GAAP basis, the company reported earnings of $0.56 per diluted share in the second quarter, or $75 million, which is 14 percent higher than the GAAP earnings of $0.49 per diluted share, or $65 million, in the second quarter of 2016. Second quarter 2017 adjusted earnings per diluted share were $0.48, which excludes approximately 24 cents attributable to the reporting of Health and Nutrition in discontinued operations.

Fmc Corp – Discontinued Operations Presentation - FMC Health and Nutrition (June 14th, 2017)

On March 31, 2017, we signed a definitive agreement to sell FMC Health and Nutrition, excluding its Omega-3 business, to DuPont and we expect the sale to be completed in the fourth quarter of 2017, subject to customary regulatory approvals and closing conditions. Additionally, as part of the strategic shift to exit the Health and Nutrition business, we are pursuing the sale of our Omega-3 business and believe it is probable it will be sold within one year.

Fmc Corp – FMC Corporation Announces First Quarter 2017 Results (May 2nd, 2017)

PHILADELPHIA, May 2, 2017 - FMC Corporation (NYSE:FMC) today reported first quarter revenue of $596 million, excluding $177 million of revenue attributable to Health and Nutrition. On a GAAP basis, the company reported a net loss of $124 million in the first quarter, or a loss of $0.92 per diluted share, which includes an impairment charge of $165 million, net of tax, taken on its Omega-3 business. This compares to GAAP earnings of $48 million, or $0.36 per diluted share in the first quarter of 2016.

Fmc Corp – EXECUTION VERSION AMENDMENT NO. 3 AMENDMENT NO. 3, dated as of May 2, 2017 (this “Amendment”), to the Term Loan Agreement, dated as of October 10, 2014 (as amended by that certain Amendment No. 1, dated as of August 26, 2015 and that certain Amendment No. 2, dated as of March 24, 2016, and as the same may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”), among FMC Corporation, a Delaware corporation (the “Company”), certain of the Company’s subsidiaries from time to time party thereto as borrowers (together wit (May 2nd, 2017)
Fmc Corp – EXECUTION VERSION #89536643v12 ═══════════════════════════════════════ $1,500,000,000 SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 2, 2017 among FMC CORPORATION as U.S. Borrower and THE FOREIGN SUBSIDIARIES PARTY HERETO FROM TIME TO TIME as Euro Borrowers THE LENDERS AND ISSUING BANKS PARTY HERETO and CITIBANK, N.A., as Administrative Agent, * * * CITIGROUP GLOBAL MARKETS INC. and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED as Joint Lead Arrangers BANK OF AMERICA, N.A., as Syndication Agent and BNP PARIBAS, JPMORGAN CHASE BANK, N.A., SUMITOMO MITSUI BANKING CORPORATION a (May 2nd, 2017)
Fmc Corp – EXECUTION VERSION #89514481v17 ═══════════════════════════════════════ $1,500,000,000 TERM LOAN AGREEMENT Dated as of May 2, 2017 among FMC CORPORATION as U.S. Borrower and THE FOREIGN SUBSIDIARIES PARTY HERETO FROM TIME TO TIME as Euro Borrowers THE LENDERS PARTY HERETO and CITIBANK, N.A., as Administrative Agent, * * * CITIGROUP GLOBAL MARKETS INC. and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arrangers BANK OF AMERICA, N.A., as Syndication Agent and BNP PARIBAS, JPMORGAN CHASE BANK, N.A., SUMITOMO MITSUI BANKING CORPORATION and TD BANK, N.A., as Co-Documentation Agen (May 2nd, 2017)
Fmc Corp – 1414958.12A-NYCSR03A - MSW TRANSACTION AGREEMENT BY AND BETWEEN E. I. du Pont de Nemours and Company AND FMC Corporation _______________________ Dated as of March 31, 2017 (April 4th, 2017)
Fmc Corp – FMC Corporation Announces Transactions with DuPont March 31, 2017 (March 31st, 2017)
Fmc Corp – FMC CORPORATION INCENTIVE COMPENSATION AND STOCK PLAN (As Restated Through February 25, 2016) (February 28th, 2017)
Fmc Corp – RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE FMC CORPORATION INCENTIVE COMPENSATION AND STOCK PLAN (February 28th, 2017)

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made by and between FMC Corporation (the “Company”) and [Participant Name] (the “Participant”).

Fmc Corp – KEY MANAGER RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE FMC CORPORATION INCENTIVE COMPENSATION AND STOCK PLAN (February 28th, 2017)

THIS KEY MANAGER RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made by and between FMC Corporation (the “Company”) and [Participant Name] (the “Participant”).

Fmc Corp – SEVENTH AMENDMENT TO TRUST AGREEMENT BETWEEN FIDELITY MANAGEMENT TRUST COMPANY (February 28th, 2017)

THIS SEVENTH AMENDMENT, effective as of the first day of April, 2017, by and between Fidelity Management Trust Company (the “Trustee”) and FMC Corporation (the “Sponsor”);