EXHIBIT 10.22
FORM II
FMC Corporation
Executive Severance Agreement
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THIS AGREEMENT is made and entered into as of the 31/st/ day of
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December, 2001, by and between FMC Corporation (hereinafter referred to as the
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"Company") and Graham R. Wood (hereinafter referred to as the "Executive").
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WHEREAS, the Board has approved the Company's entering into severance
agreements with certain key executives of the Company;
WHEREAS, the Executive is a key executive of the Company;
WHEREAS, should the possibility of a Change in Control of the Company
arise, the Board believes it is imperative that the Company and the Board should
be able to rely upon the Executive to continue in the Executive's position, and
that the Company should be able to receive and rely upon the Executive's advice,
if requested, as to the best interests of the Company and its shareholders
without concern that the Executive might be distracted by the personal
uncertainties and risks created by the possibility of a Change in Control;
WHEREAS, the Executive agrees that the terms of this Agreement
completely replace and supersede the provisions of any prior executive severance
agreement with the Company;
WHEREAS, should the possibility of a Change in Control arise, in
addition to the Executive's regular duties, the Executive may be called upon to
assist in the assessment of such possible Change in Control, advise management
and the Board as to whether such Change in Control would be in the best
interests of the Company and its shareholders, and to take such other actions as
the Board might determine to be appropriate;
WHEREAS, the Executive acknowledges that neither the IPO nor the
Distribution will result in a Change in Control; and
WHEREAS, the Executive and the Company desire that the terms of this
Agreement will completely replace and supersede the provisions set forth in the
Plan, setting forth the terms and provisions with respect to the Executive's
entitlement to payments and benefits following a Change in Control.
NOW THEREFORE, to assure the Company that it will have the continued
dedication of the Executive and the availability of the Executive's advice and
counsel notwithstanding the possibility, threat, or occurrence of a Change in
Control of the Company, and to induce the Executive to remain in the employ of
the Company, and for other good and valuable consideration, the Company and the
Executive agree as follows:
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Article 1. Establishment, Term, and Purpose
This Agreement will commence on the Effective Date and will continue in effect
for a three (3) year term, until the third anniversary of the Effective Date.
Upon each anniversary of the Effective Date, the term of this Agreement will be
extended automatically for one (1) additional year, unless the Committee
delivers written notice six (6) months prior to such anniversary to the
Executive that this Agreement will not be extended. In such case, this Agreement
will terminate at the end of the term, or extended term, then in progress.
However, in the event a Change in Control occurs during the original or any
extended term, this Agreement will remain in effect for the longer of: (i)
twenty-four (24) months beyond the month in which such Change in Control
occurred; and (ii) until all obligations of the Company hereunder have been
fulfilled, and until all benefits required hereunder have been paid to the
Executive.
Article 2. Definitions
Whenever used in this Agreement, the following terms will have the meanings set
forth below and, when the meaning is intended, the initial letter of the word is
capitalized.
2.1. Base Salary means the salary of record paid to an Executive as annual
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salary, excluding amounts received under incentive or other bonus plans, whether
or not deferred.
2.2. Beneficiary means the persons or entities designated or deemed
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designated by the Executive pursuant to Section 11.2 herein.
2.3. Board means the Board of Directors of the Company.
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2.4. Cause means:
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(a) the Executive's Willful and continued failure to
substantially perform the Executive's employment duties in any material
respect (other than any such failure resulting from physical or mental
incapacity or occurring after issuance by the Executive of a Notice of
Termination for Good Reason), after a written demand for substantial
performance is delivered to the Executive that specifically identifies
the manner in which the Company believes the Executive has failed to
perform the Executive's duties, and after the Executive has failed to
resume substantial performance of the Executive's duties on a
continuous basis within thirty (30) calendar days of receiving such
demand;
(b) the Executive's Willfully engaging in conduct (other than
conduct covered under (a) above) which is demonstrably and materially
injurious to the Company or an Affiliate; or
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(c) the Executive's having been convicted of, or pleading
guilty or nolo contendere to, a felony under federal or state law on or
prior to a Change in Control.
2.5. Change in Control means the happening of any of the following events:
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(a) An acquisition by any Person of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of twenty percent (20%) or more of either (i) the then outstanding
shares of common stock of the Company (the "Outstanding Company Common
Stock") or (ii) the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Company Voting Securities");
excluding, however, the following: (A) any acquisition directly from
the Company, other than an acquisition by virtue of the exercise of a
conversion privilege unless the security being so converted was itself
acquired directly from the Company, (B) any acquisition by the Company,
(C) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any entity controlled by the
Company, or (D) any acquisition pursuant to a transaction which
complies with Subsections (i), (ii) and (iii) of Subsection (C) of this
Section 2.5;
(b) A change in the composition of the Board such that the
individuals who, as of the Effective Date, constitute the Board (such
Board will be hereinafter referred to as the "Incumbent Board") cease
for any reason to constitute at least a majority of the Board;
provided, however, for purposes of this Section 2.5, that any
individual who becomes a member of the Board subsequent to the
Effective Date, whose election, or nomination for election by the
Company's stockholders, was approved by a vote of at least a majority
of those individuals who are members of the Board and who were also
members of the Incumbent Board (or deemed to be such pursuant to this
proviso) will be considered as though such individual were a member of
the Incumbent Board; but, provided further, that any such individual
whose initial assumption of office occurs as a result of either an
actual or threatened election contest (as such terms are used in Rule
14a-11 of Regulation 14A promulgated under the Exchange Act) or other
actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board will not be so considered as a
member of the Incumbent Board;
(c) Consummation of a reorganization, merger or consolidation,
sale or other disposition of all or substantially all of the assets of
the Company, or acquisition by the Company of the assets or stock of
another entity ("Corporate Transaction"); excluding, however, such a
Corporate Transaction pursuant to which (i) all or substantially all of
the individuals and entities who are the beneficial owners,
respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such Corporate
Transaction will beneficially own, directly or indirectly, more than
sixty percent (60%) of, respectively, the outstanding shares of common
stock, and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as
the case may be, of the corporation
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resulting from such Corporate Transaction (including, without
limitation, a corporation which as a result of such transaction owns
the Company or all or substantially all of the Company's assets either
directly or through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such Corporate
Transaction, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities, as the case may be, (ii) no Person (other
than the Company, any employee benefit plan (or related trust) of the
Company or such corporation resulting from such Corporate Transaction)
will beneficially own, directly or indirectly, twenty percent (20%) or
more of, respectively, the outstanding shares of common stock of the
corporation resulting from such Corporate Transaction or the combined
voting power of the outstanding voting securities of such corporation
entitled to vote generally in the election of directors except to the
extent that such ownership existed prior to the Corporate Transaction,
and (iii) individuals who were members of the Incumbent Board will
constitute at least a majority of the members of the board of directors
of the corporation resulting from such Corporate Transaction; or
(d) The approval by the stockholders of the Company of a
complete liquidation or dissolution of the Company.
Notwithstanding the foregoing, neither the IPO, nor the Distribution
will be treated as a Change in Control of the Company.
2.6. Code means the Internal Revenue Code of 1986, as amended from time to
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time, and any successor thereto.
2.7. Committee means the Compensation and Organization Committee of the
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Board or any other committee of the Board appointed to perform the functions of
the Compensation and Organization Committee.
2.8. Company means FMC Corporation, a Delaware corporation, or any successor
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thereto as provided in Article 10 herein.
2.9. Disability means complete and permanent inability by reason of illness
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or accident to perform the duties of the occupation at which the Executive was
employed when such disability commenced.
2.10. Distribution means the Company's distribution of its interest in FMC
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Technologies, Inc.
2.11. Effective Date means the date of this Agreement set forth above.
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2.12. Effective Date of Termination means the date on which a Qualifying
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Termination occurs which triggers the payment of Severance Benefits hereunder.
2.13. Exchange Act means the Securities Exchange Act of 1934, as amended from
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time to time, and any successor thereto.
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2.14. Good Reason means, without the Executive's express written consent, the
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occurrence of any one or more of the following:
(a) The assignment of the Executive to duties materially
inconsistent with the Executive's authorities, duties,
responsibilities, and status (including, without limitation, offices,
titles and reporting requirements) as an employee of the Company
(including, without limitation, any material change in duties or status
as a result of the stock of the Company ceasing to be publicly traded
or of the Company becoming a subsidiary of another entity), or a
reduction or alteration in the nature or status of the Executive's
authorities, duties, or responsibilities from the greatest of (i) those
in effect on the Effective Date; (ii) those in effect during the fiscal
year immediately preceding the year of the Change in Control; and (iii)
those in effect immediately preceding the Change in Control;
(b) The Company's requiring the Executive to be based at a
location which is at least fifty (50) miles further from the
Executive's then current primary residence than is such residence from
the office where the Executive is located at the time of the Change in
Control, except for required travel on the Company's business to an
extent substantially consistent with the Executive's business
obligations as of the Effective Date or as the same may be changed from
time to time prior to a Change in Control;
(c) A reduction by the Company in the Executive's Base Salary
as in effect on the Effective Date or as the same may be increased from
time to time;
(d) A material reduction in the Executive's level of
participation in any of the Company's short- and/or long-term incentive
compensation plans, or employee benefit or retirement plans, policies,
practices, or arrangements in which the Executive participates from the
greatest of the levels in place: (i) on the Effective Date; (ii) during
the fiscal year immediately preceding the fiscal year of the Change in
Control; and (iii) on the date immediately preceding the date of the
Change in Control;
(e) The failure of the Company to obtain a satisfactory
agreement from any successor to the Company to assume and agree to
perform this Agreement, as contemplated in Article 10 herein; or
(f) Any termination of Executive's employment by the Company
that is not effected pursuant to a Notice of Termination.
The existence of Good Reason will not be affected by the Executive's temporary
incapacity due to physical or mental illness not constituting a Disability. The
Executive's continued employment will not constitute a waiver of the Executive's
rights with respect to any circumstance constituting Good Reason.
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2.16. IPO means the initial registered public offering by FMC Technologies,
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Inc. of shares of its common stock.
2.17. Notice of Termination means a written notice which indicates the
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specific termination provision in this Agreement relied upon, and sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so indicated.
2.18. Person has the meaning ascribed to such term in Section 3(a)(9) of the
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Exchange Act and used in Sections 13(d) and 14(d) thereof, including a "group"
as provided in Section 13(d).
2.19. Qualifying Termination means any of the events described in Section 3.2
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herein, the occurrence of which triggers the payment of Severance Benefits
hereunder.
2.20. Retirement means the Executive's voluntary termination of employment in
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a manner that qualifies the Executive to receive immediately payable retirement
benefits from the FMC Corporation Salaried Employees' Retirement Program.
2.21. Severance Benefits means the payment of severance compensation as
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provided in Section 3.3 herein.
2.22. Trust means the Company grantor trust to be created pursuant to Article
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6 of this Agreement.
2.23. Willful means any act or omission by the Executive that was in good
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faith and without a reasonable belief that the action or omission was in the
best interests of the Company or its affiliates. Any act or omission based upon
authority given pursuant to a duly adopted Board resolution, or, upon the
instructions of any senior officer of the Company, or based upon the advice of
counsel for the Company will be conclusively presumed to be taken or omitted by
the Executive in good faith and in the best interests of the Company and/or its
affiliates.
Article 3. Severance Benefits
3.1. Right to Severance Benefits. The Executive will be entitled to receive
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from the Company Severance Benefits, as described in Section 3.3 herein, if
there has been a Change in Control of the Company and if, within twenty-four
(24) calendar months following the Change in Control, a Qualifying Termination
of the Executive has occurred.
The Executive will not be entitled to receive Severance Benefits if the
Executive's employment is terminated (i) for Cause, (ii) due to a voluntary
termination without Good Reason, or (iii) due to death or Disability.
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3.2. Qualifying Termination. The occurrence of any one or more of the
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following events will trigger the payment of Severance Benefits to the Executive
under this Agreement:
(a) An involuntary termination of the Executive's employment
by the Company for reasons other than Cause, Disability or death within
twenty-four (24) calendar months following the month in which a Change
in Control of the Company occurs;
(b) A voluntary termination by the Executive for Good Reason
within twenty-four (24) calendar months following the month in which a
Change in Control of the Company occurs pursuant to a Notice of
Termination delivered to the Company by the Executive; or
(c) The Company or any successor company breaches any of the
provisions of this Agreement.
3.3. Description of Severance Benefits. In the event the Executive becomes
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entitled to receive Severance Benefits, as provided in Sections 3.1 and 3.2
herein, the Company will pay to the Executive (or in the event of the
Executive's death, the Executive's Beneficiary) and provide him with the
following:
(a) An amount equal to two (2) times the highest rate of the
Executive's annualized Base Salary in effect at any time up to and
including the Effective Date of Termination.
(b) An amount equal to two (2) times the greater of (i) the
Executive's highest annualized target total Management Incentive Award
granted under the FMC Corporation Incentive Compensation and Stock Plan
for any plan year up to and including the plan year in which the
Executive's Effective Date of Termination occurs, and (ii) the average
of the actual total Management Incentive Awards paid (or payable) to
the Executive for the two plan years immediately preceding the
Effective Date of Termination, or for such lesser number of such plan
years for which the Executive was eligible to earn a Management
Incentive Award, annualized for any year that the Executive was not
employed by the Company for the entire plan year. For purposes of
determining actual total Management Incentive Awards under the
preceding sentence, any amounts the Executive deferred will be treated
as if they had been paid to the Executive, rather than deferred.
(c) An amount equal to the Executive's unpaid Base Salary, and
unused and accrued vacation pay, earned or accrued through the
Effective Date of Termination.
(d) An amount equal to the target total Management Incentive
Award established for the plan year in which the Executive's Effective
Date of Termination occurred, prorated through the Effective Date of
Termination.
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(e) A continuation of the Company's welfare benefits of health care,
life and accidental death and dismemberment, and disability insurance
coverage for two (2) full years after the Effective Date of Termination.
These benefits will be provided to the Executive (and to the Executive's
covered spouse and dependents) at the same premium cost, and at the same
coverage level, as in effect as of the date of the Change in Control. The
continuation of these welfare benefits will be discontinued prior to the
end of the two (2) year period if the Executive has available substantially
similar benefits at a comparable cost from a subsequent employer, as
determined by the Committee. The date that welfare benefits cease to be
provided under this paragraph will be the date of the Executive's
qualifying event for continuation coverage purposes under Code Section
4980B(f)(3)(B).
Awards granted under the FMC Corporation Incentive Compensation and Stock Plan,
and other incentive arrangements adopted by the Company will be treated pursuant
to the terms of the applicable plan.
The aggregate benefits accrued by the Executive as of the Effective Date of
Termination under the FMC Corporation Salaried Employees' Retirement Program,
the FMC Corporation Savings and Investment Plan, the FMC Corporation Salaried
Employees' Equivalent Retirement Plan, the FMC Corporation Non-Qualified Savings
and Investment Plan and other savings and retirement plans sponsored by the
Company will be distributed pursuant to the terms of the applicable plan.
For all purposes under the Company's nonqualified retirement plans (including,
but not limited to, benefit calculation and benefit commencement), it will be
assumed that the Executive's employment continued following the Effective Date
of Termination for two (2) full years (i.e., two (2) additional years of age and
service credits will be added); provided, however, that for purposes of
determining "final average pay" under such programs, the Executive's actual pay
history as of the Effective Date of Termination will be used.
3.4. Termination for Disability. If the Executive's employment is terminated due
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to Disability, the Executive will receive the Executive's Base Salary through
the Effective Date of Termination, and the Executive's benefits will be
determined in accordance with the Company's disability, retirement, survivor's
benefits, insurance and other applicable plans and programs then in effect. If
the Executive's employment is terminated due to Disability, he will not be
entitled to the Severance Benefits described in Section 3.3.
3.5. Termination upon Death. If the Executive's employment is terminated due to
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death, the Executive's benefits will be determined in accordance with the
Company's retirement, survivor's benefits, insurance and other applicable
programs of the Company then in effect. If the Executive's employment is
terminated due to death, neither the Executive nor the Executive's Beneficiary
will be entitled to the Severance Benefits described in Section 3.3.
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3.6. Termination for Cause, or Other Than for Good Reason or Retirement.
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Following a Change in Control of the Company, if the Executive's employment is
terminated either: (a) by the Company for Cause; or (b) by the Executive (other
than for Retirement, Good Reason, or under circumstances giving rise to a
Qualifying Termination described in Section 3.2(c) herein), the Company will pay
the Executive an amount equal to the Executive's Base Salary and accrued
vacation through the Effective Date of Termination, at the rate then in effect,
plus all other amounts to which the Executive is entitled under any plans of the
Company, at the time such payments are due and the Company will have no further
obligations to the Executive under this Agreement.
3.7. Notice of Termination. Any termination of employment by the Company
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or by the Executive for Good Reason will be communicated by a Notice of
Termination.
Article 4.Form and Timing of Severance Benefits
4.1. Form and Timing of Severance Benefits. The Severance Benefits
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described in Sections 3.3 (a), (b), (c) and (d) herein will be paid in cash to
the Executive (or the Executive's Beneficiary, if applicable) in a single lump
sum as soon as practicable following the Effective Date of Termination, but in
no event beyond thirty (30) days from such date.
4.2. Withholding of Taxes. The Company will be entitled to withhold from
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any amounts payable under this Agreement all taxes as may be legally required
(including, without limitation, any United States federal taxes and any other
state, city, or local taxes).
Article 5.Excise Tax Equalization Payment
5.1. Excise Tax Equalization Payment. In the event that the Executive (or
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the Executive's Beneficiary, if applicable) becomes entitled to Severance
Benefits or any other payment or benefit under this Agreement, or under any
other agreement with or plan of the Company (in the aggregate, the "Total
Payments"), whether or not the Executive has terminated employment with the
Company, if all or any part of the Total Payments will be subject to the tax
imposed by Section 4999 of the Code (or any similar tax that may hereafter be
imposed), (the "Excise Tax") the Company will pay to the Executive in cash an
additional amount (the "Gross-Up Payment") such that the net amount retained by
the Executive after deduction of any Excise Tax upon the Total Payments and any
federal, state, and local income taxes, penalties, interest, and Excise Tax upon
the Gross-Up Payment provided for by this Section 5.1 (including FICA and FUTA),
will be equal to the Total Payments.
5.2. Tax Computation. All determinations of whether any of the Total
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Payments will be subject to the Excise Tax, the amounts of such Excise Tax,
whether and when a Gross-Up Payment is required, the amount of such Gross-Up
Payment and the assumptions to be used in arriving at such determinations, shall
be made by a nationally recognized certified public accounting firm that does
not serve as an accountant or auditor for any individual, entity or group
effecting the Change in
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Control as designated by the Company (the "Accounting Firm"). The Accounting
Firm will provide detailed supporting calculations to the Company and the
Executive within fifteen (15) business days of the receipt of notice from the
Executive or the Company requesting a calculation hereunder. The Gross-Up
Payment will be made by the Company to the Executive as soon as practical
following the Accounting Firm's determination of the Gross-Up Payment, but in no
event beyond thirty (30) days from the Effective Date of Termination. All fees
and expenses of the Accounting Firm will be paid by the Company.
For purposes of determining the amount of the Gross-Up Payment, the Executive
will be deemed to pay federal income taxes at the highest marginal rate of
federal income taxation in the calendar year in which the Gross-Up Payment is to
be made, and state and local income taxes at the highest marginal rate of
taxation in the state and locality of the Executive's residence on the Effective
Date of Termination, net of the maximum reduction in federal income taxes which
could be obtained from deduction of such state and local taxes.
5.3. Subsequent Recalculation. In the event the Internal Revenue Service adjusts
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the computations to be made pursuant to Section 5.2 herein, and as a result of
such adjustment the Gross-Up Payment made to the Executive is less than the
greatest Gross-Up Payment that the Executive is entitled to receive under
Section 5.2, the Company will pay to the Executive an amount equal to the
difference between the greatest Gross-Up Payment the Executive is entitled to
receive, and the Gross-Up Payment initially made to the Executive, plus a market
rate of interest, as determined by the Committee, for the period commencing on
the date the first Gross-Up Payment is made, and ending on the day immediately
preceding the date the subsequent Gross-Up Payment is made.
Article 6. Establishment of Trust
As soon as practicable following the Effective Date hereof, the Company will
create a Trust (which will be a grantor trust within the meaning of Sections
671-678 of the Code) for the benefit of the Executive and Beneficiaries, as
appropriate. The Trust will have a Trustee as selected by the Company, and will
have certain restrictions as to the Company's ability to amend the Trust or
cancel benefits provided thereunder. Any assets contained in the Trust will, at
all times, be specifically subject to the claims of the Company's general
creditors in the event of bankruptcy or insolvency; such terms to be
specifically defined within the provisions of the Trust, along with the required
procedure for notifying the Trustee of any bankruptcy or insolvency.
At any time following the Effective Date hereof, the Company may, but is not
obligated to, deposit assets in the Trust in an amount equal to or less than the
aggregate Severance Benefits which may become due to the Executive under
Sections 3.3 (a), (b), (c) and (d) and 5.1 of this Agreement.
As soon as practicable after the Company has knowledge that a Change in Control
is imminent, but no later than the day immediately preceding the date of the
Change in Control, the Company will deposit assets in such Trust in an amount
equal to the
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estimated aggregate Severance Benefits which may become due to the Executive
under Sections 3.3 (a), (b), (c) and (d), 5.1 and 8.1 of this Agreement. Such
deposited amounts will be reviewed and increased, if necessary, every six (6)
months following a Change in Control to reflect the Executive's estimated
aggregate Severance Benefits at such time.
Article 7. The Company's Payment Obligation
The Company's obligation to make the payments and the arrangements provided for
herein will be absolute and unconditional, and will not be affected by any
circumstances, including, without limitation, any offset, counterclaim,
recoupment, defense, or other right which the Company may have against the
Executive or anyone else. All amounts payable by the Company hereunder will be
paid without notice or demand. Each and every payment made hereunder by the
Company will be final, and the Company will not seek to recover all or any part
of such payment from the Executive or from whomsoever may be entitled thereto,
for any reasons whatsoever.
The Executive will not be obligated to seek other employment in mitigation of
the amounts payable or arrangements made under any provision of this Agreement,
and the obtaining of any such other employment will in no event effect any
reduction of the Company's obligations to make the payments and arrangements
required to be made under this Agreement, except to the extent provided in
Section 3.3(e) herein.
Notwithstanding anything in this Agreement to the contrary, if Severance
Benefits are paid under this Agreement, no severance benefits under any program
of the Company, other than benefits described in this Agreement, will be paid to
the Executive.
Article 8. Fees and Expenses
To the extent permitted by law, the Company will pay as incurred (within ten
(10) days following receipt of an invoice from the Executive) all legal fees,
costs of litigation, prejudgment interest, and other expenses incurred in good
faith by the Executive as a result of the Company's refusal to provide the
Severance Benefits to which the Executive becomes entitled under this Agreement,
or as a result of the Company's contesting the validity, enforceability, or
interpretation of this Agreement, or as a result of any conflict (including,
without limitation, conflicts related to the calculations under Section 5
hereof) between the parties pertaining to this Agreement.
Article 9. Outplacement Assistance
Following a Qualifying Termination (as described in Section 3.2 herein), the
Executive will be reimbursed by the Company for the costs of all outplacement
services obtained by the Executive within the two (2) year period after the
Effective Date of Termination; provided, however, that the total reimbursement
for such
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outplacement services will be limited to an amount equal to fifteen percent
(15%) of the Executive's Base Salary as of the Effective Date of Termination.
Article 10. Successors and Assignment
10.1. Successors to the Company. The Company will require any successor (whether
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direct or indirect, by purchase, merger, consolidation, or otherwise) of all or
substantially all of the business and/or assets of the Company or of any
division or subsidiary thereof to expressly assume and agree to perform the
Company's obligations under this Agreement in the same manner and to the same
extent that the Company would be required to perform them if no such succession
had taken place.
10.2. Assignment by the Executive. This Agreement will inure to the benefit of
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and be enforceable by the Executive's personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees, and
legatees. If the Executive dies while any amount would still be payable to him
hereunder had he continued to live, all such amounts, unless otherwise provided
herein, will be paid in accordance with the terms of this Agreement to the
Executive's Beneficiary. If the Executive has not named a Beneficiary, then such
amounts will be paid to the Executive's devisee, legatee, or other designee, or
if there is no such designee, to the Executive's estate, and such designee, or
the Executive's estate will be treated as the Beneficiary hereunder.
Article 11. Miscellaneous
11.1. Employment Status. Except as may be provided under any other agreement
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between the Executive and the Company, the employment of the Executive by the
Company is "at will," and may be terminated by either the Executive or the
Company at any time, subject to applicable law.
11.2. Beneficiaries. The Executive may designate one or more persons or entities
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as the primary and/or contingent Beneficiaries of any Severance Benefits,
including, without limitation, payments under Section 5 hereof, owing to the
Executive under this Agreement. Such designation must be in the form of a signed
writing acceptable to the Committee. The Executive may make or change such
designations at any time.
11.3. Severability. In the event any provision of this Agreement will be held
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illegal or invalid for any reason, the illegality or invalidity will not affect
the remaining parts of the Agreement, and the Agreement will be construed and
enforced as if the illegal or invalid provision had not been included. Further,
the captions of this Agreement are not part of the provisions hereof and will
have no force and effect.
11.4. Modification. No provision of this Agreement may be modified, waived, or
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discharged unless such modification, waiver, or discharge is agreed to in
writing and signed by the Executive and by an authorized member of the
Committee, or by the respective parties' legal representatives and successors.
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11.5. Applicable Law. To the extent not preempted by the laws of the United
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States, the laws of the state of Delaware will be the controlling law in all
matters relating to this Agreement.
11.6 Indemnification. To the full extent permitted by law, the Company will,
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both during and after the period of the Executive's employment, indemnify the
Executive (including by advancing him expenses) for any judgments, fines,
amounts paid in settlement and reasonable expenses, including any attorneys'
fees, incurred by the Executive in connection with the defense of any lawsuit or
other claim to which he is made a party by reason of being (or having been) an
officer, director or employee of the Company or any of its subsidiaries. The
Executive will be covered by director and officer liability insurance to the
maximum extent that insurance covers any officer or director (or former
officer or director) of the Company.
IN WITNESS WHEREOF, the parties have executed this Agreement on this
23/rd/ day of January, 2002.
- ------ -------
FMC Corporation Executive:
By:
/s/ Kenneth R. Garrett /s/ Graham R. Wood
------------------------------------- ----------------------------------
Its: Vice President, Human Resources,
Communications and Public Affairs
Attest:
/s/ Shirley Starbuck
------------------------------------------------
-13-
Schedule to Exhibit 10.22
-------------------------
In accordance with Instruction 2 of Item 601 of Regulation S-K, an
Executive Severance Agreement for Thomas Deas, dated as of December 31, 2001,
was omitted. This Agreement contains terms and conditions identical to the
Executive Severance Agreement for Graham R. Wood, a copy of which is filed as
this Exhibit.