Exhibit 10.6.c
AMENDMENT
TO THE
FMC EMPLOYEES' THRIFT AND STOCK PURCHASE PLAN
WHEREAS, FMC Corporation (the "Company") sponsors and maintains the FMC
Employees' Thrift and Stock Purchase Plan (the "Plan") for the benefit of its
employees, and
WHEREAS, the Company deems it desirable to amend the Plan to provide for
multiple investment fund options under the Plan and to make certain other
administrative changes.
NOW, THEREFORE, pursuant to the power of amendment contained in Section
15(a) of the Plan, the Company hereby amends the Plan, effective the 7th day of
July, 1997, by amending the Plan in the following particulars:
1. By substituting the phrase "Investment Funds (as defined herein in
Section 13(e) of the Plan)" for the phrase "Stock, Equity Fund or Fixed Income
Fund" where such latter phrase appears in Section 2(b) of the Plan.
2. By substituting the following for the second sentence in Section
3(a)(ii) of the Plan:
"The Active Participation of any Participant who makes such an election
shall be suspended. Active Participation shall be resumed as soon as
administratively feasible following the Participant's election to
resume Employee-Elected Company Contribution is received by FMC in the
local Human Resources office on the prescribed application form."
3. By substituting the following for Section 3(d) of the Plan:
"(d) Investment of Employee-Elected Company Contributions. At such time
as FMC establishes Investment Funds in accordance with Section
13(e), FMC shall establish uniform rules concerning Participants'
investment elections. In general, as of the date an employee becomes a
Participant and as of any change date thereafter, each Participant may
elect, by giving written notice to FMC at least 30 days (or such other
period as FMC may establish) in advance, in accordance with uniform rules
established by FMC and on a form provided by it for this purpose, or by
authorized telephonic voice response, to have future contributions made by
such Participant or on the Participant's behalf (prior to any subsequent
election such Participant may make), other than Company Contributions,
invested in accordance with such Participant's election entirely in one of
the Investment Funds or partially in each of two or more of the Investment
Funds."
4. By substituting the following for Section 3(e) of the Plan:
"(e) Transfer of Funds. As of any change date, each Participant may
elect, by giving written notice to FMC at least 30 days (or such other
periods as FMC may establish on a uniform and nondiscriminatory basis) in
advance, in accordance with uniform rules established by FMC and on a form
provided by it for this purpose, or by authorized telephonic voice
response, to have such Participant's account balances, other than his
Company Contributions Account as of that date (after all adjustments as of
that date have been made) invested in accordance with such Participant's
election entirely in one of the Investment Funds or partially in each of
two or more of the Investment Funds, provided, however, that any such
transfer must be in an amount at least equal to the lesser of the aggregate
balance of such accounts or $250. Any investment election made by a
Participant shall be deemed to be a continuing election until changed.
During any period for which a Participant has not made either or both of
the above elections, such Participant will be considered to have elected to
have the Participant's account balances or future contributions, or both,
as the case may be, invested entirely in such fund as is prescribed by FMC.
FMC shall from time to time notify each trustee or insurance company with
custody of an Investment Fund of the aggregate amounts to be invested in
each Investment Fund in accordance with Participants' elections.
Notwithstanding anything to the contrary, (i) Company Contributions shall
be invested in the Stock Fund and no amount of Company Contributions shall
be invested in any other Investment Fund and (ii) only Participants who are
at least age 55 may transfer funds out of the Stock Fund and such
Participants may only do so annually."
5. By substituting the phrase "an Investment Fund selected by FMC" for the
phrase "Fixed Income Fund" where such latter phrase appears in Sections 3(f) and
6(a) of the Plan.
6. By substituting the phrase "Investment Funds other than the Stock Fund"
for the phrase "Fixed Income Fund and Equity Fund" where such latter phrase
appears in Sections 4(a) and 9(a)(i) of the Plan.
7. By substituting the word "week" for the phrase "calendar month" and the
word "month" whereby such phrase or word appears in Section 4(a) and 4(b) of the
Plan.
8. By substituting the following for the last sentence in Section 4(b) of
the Plan.
"All Company Contributions allocated to Company Contributions Accounts
shall be invested in FMC stock as part of the FMC Stock Fund. Forfeitures
shall be invested in an Investment Fund selected by FMC.
9. By substituting the phrase "all or part of" for the words "his entire"
where it appears in the first sentence of Section 5(e) of the Plan.
10. By substituting the phrase "Investment Funds" for the phrase "Stock
Equity, or Fixed Income Funds" where such latter phrase (or a similar phrase
referring to all such investment funds) appears in Sections 5(h), 9(a)(ii),
14(a), 14(b) of the Plan.
11. By substituting the following sentence for the fifth sentence of
Section 6(a) of the Plan:
"The period of repayment for any loan shall be from one (1) five (5) years
in six-month increments."
12. By substituting the phrase "Investment Funds other than the Stock
Fund" for the phrase "Fixed Income Fund and Equity Fund" where such latter
phrase appears in Section 9(a)(i) of the Plan.
13. By substituting the following sentence for the second sentence in
Section 13(d).
"The trustee shall pay all expenses of the Plan out of the Trust Fund,
except that Participants shall be charged a participation fee in the amount
of $25.00 per year per Participant and a loan processing fee in the amount
of $75.00 per loan application, and FMC shall pay expenses not covered by
the participation fee and that cannot be charged to the Trust under
applicable law."
14. By substituting the following for Section 13(e) of the Plan:
"(e) Investment Funds. From time to time, FMC may cause one or more
investment funds ("Investment Funds") to be established within the Trust
for the investment of Participants' accounts, including a fund consisting
of qualifying employer securities (as defined in Section 407(d)(5) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"). FMC
may, in its discretion, establish pass through voting procedure regarding
the voting and tendering of qualifying employer securities with respect to
a fund of qualifying employer securities. The Plan may invest in
qualifying employer securities to the maximum extent permitted by ERISA (or
to 100% in common stock in the case of a profit sharing plan). The
continued availability of any Investment Fund is necessarily conditioned
upon the terms and conditions of the applicable investment management
agreements, and the continued availability of Investment Funds established
cannot be assured on the same terms and conditions as may apply from time
to time. Participants will be informed from time to time of the
availability of Investment Funds as they are established or superseded.
Any Investment Fund may be partially or entirely invested in any common,
commingled or collective trust fund, pooled investment from or mutual fund
which is invested in property of the kind specified for that Investment
Fund."
15. By substituting the phrase "Stock Fund Units" for the phrase "Stock
Credits" or "shares of Stock" and for the words "Stock" or "shares" standing
alone where any such phrases or words appear in Section 14(c)(i and (ii).
16. By deleting Sections 19(v) and 19(x) and redesignating Section 19(w)
as Section 19(v), Section 19(y) through 19(bb) as Sections 19(w) through 19(z).
17. By inserting the following new section as Section 19(aa) and by
redesignating Sections 19(cc) through 19(tt) as Section 19(bb) through (ss):
"(aa). An "Investment Fund" means an investment fund established and
maintained by the Trustee as part of the Trust Fund. Any contributions to the
Plan placed in Investment Funds shall be invested and reinvested in property of
the kind specified for that investment Fund, including in any common, commingled
or collective trust fund, pooled investment fund or mutual fund which is
invested in property of the kind specified for that Investment Fund."
18. By substituting the following as Section 19(ff):
"(ff) "Plan Year" means the period of nine consecutive months
beginning on April 1, 1997 and ending on December 31, 1997 and each period
of 12 consecutive months beginning on January 1 thereafter."
19. By substituting the following for Section 19(qq) of the Plan:
"(qq) "Valuation Date" means any business day or any Valuation Date
otherwise prescribed for specific purposes in the Plan."
* * *
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed as
of the effective date herein.
FMC CORPORATION
By:
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