Common use of Description of Severance Benefits Clause in Contracts

Description of Severance Benefits. In the event the Executive becomes 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 at the time or times provided in Section 4.1 herein: (a) An amount equal to three (3) times the highest rate of the Executive’s annualized Base Salary in effect at any time up to and including the Date of Separation from Service. (b) An amount equal to three (3) times the Executive’s highest annualized target 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 Date of Separation from Service occurs. (c) An amount equal to the Executive’s unpaid Base Salary, and unused and accrued vacation pay, earned or accrued through the Date of Separation from Service. (d) Any Management Incentive Award otherwise payable (but for Executive’s separation) for the plan year in which the Executive’s Date of Separation from Service occurred, prorated through the Date of Separation from Service. (e) A continuation of the Company’s welfare benefits of life and accidental death and dismemberment, and disability insurance coverage for three (3) full years after the Date of Separation from Service. 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 three (3) year period if the Executive has available substantially similar benefits at a comparable cost from a subsequent employer, as determined by the Committee. (f) For a period of three (3) full years following the Date of Separation from Service, the Company shall provide medical insurance for the Executive (and 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 this medical insurance will be discontinued prior to the end of the three (3) year period if the Executive has available substantially similar medical insurance at a comparable cost from a subsequent employer, as determined by the Committee. The date that medical benefits provided in this paragraph 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 Date of Separation from Service 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. In addition, for purposes of benefit calculation only under the Company’s nonqualified retirement plans with respect to benefits that have not been paid prior to such Change in Control, it will be assumed that the Executive’s employment continued following the Date of Separation from Service for three (3) full years (i.e., three (3) 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 Date of Separation from Service will be used.

Description of Severance Benefits. In the event the Executive becomes entitled to receive Severance Benefits, as provided in Sections 3.1 and 3.2 herein, the Company will shall pay to the Executive (or in the event of the Executive’s death, the Executive’s Beneficiary) and provide him with the following at the time or times provided in Section 4.1 hereinfollowing: (a) An amount equal to three two (32) times the highest rate of the Executive’s annualized Base Salary in effect at any time up to and including immediately preceding the Date of Separation from ServiceChange in Control. (b) An amount equal to three two (32) times the Executive’s highest annualized target Management Incentive Award granted under bonus established for the FMC Corporation Incentive Compensation and Stock Plan for any plan year up to and including immediately preceding the plan year Change in which the Executive’s Date of Separation from Service occursControl. (c) An amount equal to the Executive’s unpaid Base Salary, and unused and a pro rata amount of the Executive’s Target Bonus for the year in which the termination occurs, accrued vacation pay, and earned or accrued but not taken vacation pay through the Effective Date of Separation from ServiceTermination. (d) Any Management Incentive Award otherwise payable (but for Executive’s separation) for the plan year in which the Executive’s Date of Separation from Service occurred, prorated through the Date of Separation from Service. (e) A continuation of the Company’s welfare benefits of health care, life and accidental death and dismemberment, and disability insurance coverage for three two (32) full years after the Effective Date of Separation from ServiceTermination. These benefits will shall 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 Executive’s Effective Date of Termination. However, in the event the premium cost and/or level of coverage shall change for all employees of the Change Company, or for management employees with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in Controla corresponding manner. The continuation of these welfare benefits will shall be discontinued prior to the end of the three two (32) year period if in the event the Executive has available substantially similar benefits at a comparable cost from a subsequent employer, as determined by the Committee. (fe) For a period of three (3) full years following the Date of Separation from Service, the Company shall provide medical insurance for the Executive (and 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 this medical insurance will be discontinued prior to the end of the three (3) year period if the Executive has available substantially similar medical insurance at a comparable cost from a subsequent employer, as determined by the Committee. The date that medical benefits provided in this paragraph 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 All long-term incentive arrangements adopted by the Company will be treated pursuant to the terms of the applicable planawards immediately vest. The aggregate benefits accrued by the Executive as of the Effective Date of Separation from Service 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 all other savings and retirement plans sponsored by the Company will shall be distributed pursuant to the terms of the applicable plan. In addition, for purposes of benefit calculation only under the Company’s nonqualified retirement plans with respect to benefits that have not been paid prior to such Change in Control, it will be assumed that the Executive’s employment continued following the Date of Separation from Service for three (3) full years (i.e., three (3) 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 Date of Separation from Service will be usedplans.

Description of Severance Benefits. In the event the Executive becomes entitled to receive Severance Benefits, as provided in Sections 3.1 and 3.2 herein, the Company will shall pay to the Executive (or in the event of the Executive’s death, the Executive’s Beneficiary) and provide him with the following at the time or times provided in Section 4.1 hereinfollowing: (a) An amount equal to three (3) times the highest rate of the Executive’s annualized Base Salary in effect at any time up to and including immediately preceding the Date of Separation from ServiceChange in Control. (b) An amount equal to three (3) times the Executive’s highest annualized target Management Incentive Award granted under bonus established for the FMC Corporation Incentive Compensation and Stock Plan for any plan year up to and including immediately preceding the plan year Change in which the Executive’s Date of Separation from Service occursControl. (c) An amount equal to the Executive’s unpaid Base Salary, and unused and a pro rata amount of the Executive’s Target Bonus for the year in which the termination occurs, accrued vacation pay, and earned or accrued but not taken vacation pay through the Effective Date of Separation from ServiceTermination. (d) Any Management Incentive Award otherwise payable (but for Executive’s separation) for the plan year in which the Executive’s Date of Separation from Service occurred, prorated through the Date of Separation from Service. (e) A continuation of the Company’s welfare benefits of health care, life and accidental death and dismemberment, and disability insurance coverage for three (3) full years after the Effective Date of Separation from ServiceTermination. These benefits will shall 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 Executive’s Effective Date of Termination. However, in the event the premium cost and/or level of coverage shall change for all employees of the Change Company, or for management employees with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in Controla corresponding manner. The continuation of these welfare benefits will shall be discontinued prior to the end of the three (3) year period if in the event the Executive has available substantially similar benefits at a comparable cost from a subsequent employer, as determined by the Committee. (fe) For a period of three (3) full years following the Date of Separation from Service, the Company shall provide medical insurance for the Executive (and 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 this medical insurance will be discontinued prior to the end of the three (3) year period if the Executive has available substantially similar medical insurance at a comparable cost from a subsequent employer, as determined by the Committee. The date that medical benefits provided in this paragraph 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 All long-term incentive arrangements adopted by the Company will be treated pursuant to the terms of the applicable planawards immediately vest. The aggregate benefits accrued by the Executive as of the Effective Date of Separation from Service 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 all other savings and retirement plans sponsored by the Company will shall be distributed pursuant to the terms of the applicable plan. In addition, for purposes of benefit calculation only under the Company’s nonqualified retirement plans with respect to benefits that have not been paid prior to such Change in Control, it will be assumed that the Executive’s employment continued following the Date of Separation from Service for three (3) full years (i.e., three (3) 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 Date of Separation from Service will be usedplans.

Description of Severance Benefits. In the event the Executive becomes 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 at the time or times provided in Section 4.1 herein: (a) An amount equal to three two (32) times the highest rate of the Executive’s annualized Base Salary in effect at any time up to and including the Date of Separation from Service. (b) An amount equal to three two (32) times the Executive’s highest annualized target 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 Date of Separation from Service occurs. (c) An amount equal to the Executive’s unpaid Base Salary, and unused and accrued vacation pay, earned or accrued through the Date of Separation from Service. (d) Any Management Incentive Award otherwise payable (but for Executive’s separation) for the plan year in which the Executive’s Date of Separation from Service occurred, prorated through the Date of Separation from Service. (e) A continuation of the Company’s welfare benefits of life and accidental death and dismemberment, and disability insurance coverage for three two (32) full years after the Date of Separation from Service. 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 three two (32) year period if the Executive has available substantially similar benefits at a comparable cost from a subsequent employer, as determined by the Committee. (f) For a period of three two (32) full years following the Date of Separation from Service, the Company shall provide medical insurance for the Executive (and 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 this medical insurance will be discontinued prior to the end of the three two (32) year period if the Executive has available substantially similar medical insurance at a comparable cost from a subsequent employer, as determined by the Committee. The date that medical benefits provided in this paragraph 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 Date of Separation from Service 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. In addition, for purposes of benefit calculation only under the Company’s nonqualified retirement plans with respect to benefits that have not been paid prior to such Change in Control, it will be assumed that the Executive’s employment continued following the Date of Separation from Service for three two (32) full years (i.e., three two (32) 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 Date of Separation from Service will be used.

Description of Severance Benefits. In the event that the Executive becomes entitled to receive Severance Benefits, as provided in Sections 3.1 4.1 and 3.2 herein4.2, the Company will shall pay to the Executive (or in the event of the Executive’s death, the Executive’s Beneficiary) and provide him with the following at the time or times provided in Section 4.1 hereinfollowing: (a) An amount equal to three one (31) times the Executive's highest annualized rate of the Executive’s annualized Base Salary in effect at any time up to after the commencement of the Protected Period and including on or before the Effective Date of Separation from ServiceTermination. (b) An amount equal to one (1) times the highest aggregate bonus(es) paid by the Company to the Executive for any one of the three (3) times full fiscal years of the Company immediately preceding Executive’s highest annualized target 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 's Effective Date of Separation from Service occursTermination. (c) An amount equal to the Executive’s unpaid Base Salary, and unused and accrued vacation pay, earned or accrued through the Date of Separation from Service. (d) Any Management Incentive Award otherwise payable (but for Executive’s separation) for the plan year in which the Executive’s Date of Separation from Service occurred, prorated through the Date of Separation from Service. (e) A continuation of the Company’s welfare benefits of life and accidental death and dismembermentExecutive's medical coverage, dental coverage, and disability group term life insurance coverage for three the Executive, his spouse, and his eligible dependents for the one (31) full years after year(s) following the Executive's Effective Date of Separation Termination; provided that such continuation of coverage shall run concurrently with COBRA continuation or similar state law continuation periods; and provided further that the continuation of such coverage shall be discontinued prior to the end of the one (1) year period in the event the Executive has available substantially similar benefits from Servicea subsequent employer, as reasonably determined by the Committee. These Except as provided in the next sentence, such benefits will shall 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 Executive's Effective Date of Termination. However, in the event the premium cost and/or level of coverage shall change for all employees of the Change Company, the cost and/or coverage level, likewise, shall change for the Executive in Controla corresponding manner. The continuation of these welfare coverage for the period contemplated by this Section 4.3(c) shall be coordinated with and paid secondary to any benefits will be discontinued prior that the Executive, his spouse, or his dependent receives from another employer or from Medicare (following the Executive's, his spouse's, and/or his dependent's entitlement to Medicare benefits) to the end maximum extent permissible under relevant law. (d) A lump-sum cash amount equal to the portion of the three Executive's account under the Company's qualified retirement plan (3including, without limitation, any 401(k) year period if matching contributions) that has not become vested under the Executive terms of such plan as of the Effective Date of Termination. (e) A lump-sum cash amount equal to the portion of the Executive's account under any Company nonqualified deferred compensation or other supplemental retirement plan that has available substantially similar benefits at a comparable cost from a subsequent employer, not become vested under the terms of such plan as determined by of the CommitteeEffective Date of Termination. (f) For If any stock option, restricted stock, or other equity or equity-based award granted by the Company to the Executive is subject to a vesting schedule and does not automatically become fully vested upon or in connection with the termination of the Executive's employment with the Company or the related Change in Control event, the portion of such award that was scheduled to vest (assuming that the Executive continued to be employed by the Company) at any time within the one (1) year period of three (3) full years following the Effective Date of Separation from Service, the Company Termination shall provide medical insurance for the Executive (and the Executive’s covered spouse and dependents) at the same premium cost, and at the same coverage level, as in effect automatically become vested as of the date of the Change in Control. The continuation of this medical insurance will be discontinued prior to the end of the three (3) year period if the Executive has available substantially similar medical insurance at a comparable cost from a subsequent employer, as determined by the Committee. The date that medical benefits provided in this paragraph 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 Separation from Service 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. In addition, for purposes of benefit calculation only under the Company’s nonqualified retirement plans with respect to benefits that have not been paid prior to such Change in Control, it will be assumed that the Executive’s employment continued following the Date of Separation from Service for three (3) full years (i.e., three (3) additional years of age and service credits will be added)Termination; provided, however, that for purposes any portion of determining “final average pay” under such programsaward remaining unvested after giving effect to the foregoing clause shall immediately terminate upon the Effective Date of Termination. In the event that the Effective Date of Termination occurs during the Protected Period related to a Change in Control and a portion of a stock option or other award referred to in the preceding sentence is deemed to become vested in connection with the termination of the Executive's employment pursuant to the preceding sentence, and such portion of the award would otherwise terminate or expire upon or prior to the date of the related Change in Control, the Executive’s actual pay history as Executive shall be given a reasonable opportunity to exercise such accelerated portion of the option or other award before it terminates. (g) The Company shall pay or reimburse the Executive for up to $15,000 of outplacement services obtained by the Executive during the twelve (12) month period following the Effective Date of Separation from Service will be usedTermination.

Description of Severance Benefits. In the event the Executive becomes entitled to receive Severance Benefits, as provided in Sections Paragraphs 3.1 and 3.2 herein, the Company will shall pay to the Executive (or in the event of the Executive’s death, the Executive’s Beneficiary) and provide him with the following at the time or times provided in Section 4.1 hereinfollowing: (a) An amount equal to three (3) times the highest rate of the Executive’s 's annualized Base Salary in effect at any time up to and including the Effective Date of Separation from ServiceTermination. (b) An amount equal to three (3) times the Executive’s 's highest annualized target Management Incentive Award granted under the FMC Corporation Incentive Compensation and Stock Plan annual bonus for any plan year up to and including the plan year in which the Executive’s 's Effective Date of Separation from Service Termination occurs. (c) An amount equal to the Executive’s 's unpaid Base Salary, and unused and accrued vacation pay, and earned or accrued but not taken vacation pay through the Effective Date of Separation from ServiceTermination. (d) Any Management Incentive Award otherwise payable (but for An amount equal to the Executive’s separation) 's unpaid target annual bonus, established for the plan year in which the Executive’s 's Effective Date of Separation from Service occurredTermination occurs, prorated multiplied by a fraction, the numerator of which is the number of days completed in the then-existing fiscal year through the Effective Date of Separation from ServiceTermination and the denominator of which is three hundred sixty-five (365). (e) A continuation for thirty-six (36) months after the Effective Date of Termination of the Company’s welfare benefits of life and (including medical, prescription, dental, disability, salary continuation, individual life, group life, accidental death and dismembermentdeath, and disability travel accident insurance coverage for three (3plans and programs) full years after which are at least as favorable as the most favorable plans and programs as applicable to other peer executives and their families as of the Effective Date of Separation from Service. Termination, but which are in no event less favorable than the most favorable plans and programs applicable to other peer executives and their families during the ninety (90) day period immediately before the Effective date. (f) These benefits will shall 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 Executive's Effective Date of Termination. However, in the event the premium cost and/or level of coverage shall change for all employees of the Change Company, or for management employees with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in Controla corresponding manner. The continuation of these welfare benefits will shall be discontinued prior to the end of the three thirty-six (336) year month period if in the event the Executive has available substantially similar benefits at a comparable cost from a subsequent employer, as determined by the Committee. (f) For a period of three (3) full years following . In the Date of Separation from Serviceevent the Executive became entitled to receive Severance Benefits, as provided in Paragraphs 3.1 and 3.2 herein, the Company Executive shall provide medical insurance for immediately be fully vested in all benefits accrued by the Executive under The Earthgrains Company Supplemental Executive Retirement Plan (and the Executive’s covered spouse and dependents) at the same premium cost"SERP"), and at the same coverage level, as in effect as of the date of the Change in Control. The continuation of this medical insurance will be discontinued prior to the end of the three (3) year period if the Executive has available substantially similar medical insurance at a comparable cost from a subsequent employer, as determined successor plans thereto sponsored by the Committee. The date that medical benefits provided in this paragraph 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 planCompany. The aggregate benefits accrued by the Executive as of the Effective Date of Separation from Service Termination under the FMC Corporation Salaried Employees’ Retirement Program, the FMC Corporation Savings and Investment The Earthgrains Company 401(k) Restoration Plan, the FMC Corporation Salaried Employees’ Equivalent Retirement PlanSERP, the FMC Corporation Non-Qualified Savings and Investment Plan and other savings and retirement successor plans thereto sponsored by the Company will shall be distributed pursuant paid in cash to the terms Executive in a single lump sum as soon as practical following the Effective Date of Termination. For purposes of the applicable plan. In additionCompany's nonqualified retirement plans, for purposes of benefit calculation only such benefits shall be calculated under the Company’s nonqualified retirement plans with respect to benefits that have not been paid prior to such Change in Control, it will be assumed assumption that the Executive’s 's employment continued following the Effective Date of Separation from Service Termination for three thirty-six (336) full years months (i.e., three (3) additional years of age and service credits will shall be added); provided, however, that for purposes of determining “"final average pay” " under such programs, the Executive’s 's actual pay history as of the Effective Date of Separation from Service will Termination shall be used.

Description of Severance Benefits. In Subject to Section 2.9 herein, in the event that the Executive becomes entitled to receive Severance Benefits, as provided in Sections 3.1 2.1 and 3.2 2.3 herein, and subject to the limits set forth in Article 4 herein, the Company will and/or the Bank shall pay to the Executive (or in the event of the Executive’s death, the Executive’s Beneficiary) and provide him with total Severance Benefits equal to the following at the time or times provided in Section 4.1 hereinfollowing: (a) An amount equal to three (3) times the highest rate of the Executive’s annualized 's annual Base Salary in effect at any time up to and including the Effective Date of Separation from ServiceTermination. (b) An amount equal to three (3) times the greater of: (i) the Executive’s highest annualized target Management Incentive Award granted under 's average annual bonus earned over the FMC Corporation Incentive Compensation and Stock Plan most recent three (3) bonus plan years ending prior to the Effective Date of Termination; or (ii) the Executive's bonus established for any plan year up to and including the annual bonus plan year in which the Executive’s 's Effective Date of Separation from Service Termination occurs. (c) An amount equal to the Executive’s 's unpaid Base Salary, and unused Salary and accrued vacation pay, earned or accrued pay through the Effective Date of Separation from ServiceTermination. (d) Any Management Incentive Award otherwise payable (but for Executive’s separation) for the plan year in which the Executive’s Date of Separation from Service occurred, prorated through the Date of Separation from Service. (e) A continuation of the Company’s welfare all medical benefits of life and accidental death and dismemberment, and disability insurance coverage for three (3) full years after the Date of Separation from Service. These benefits will be provided pursuant to plans under which the Executive (and to and/or the Executive’s covered spouse and dependents) at the same premium cost, and at the same 's family is eligible to receive medical benefits and/or coverage level, as in effect as of the effective date of the Change in Control. These benefits shall be provided by the Company and/or the Bank to the Executive immediately upon the Effective Date of Termination and shall continue to be provided for eighteen (18) months from the Effective Date of Termination. Such benefits shall be provided to the Executive at the same coverage level as in effect as of the Executive's Effective Date of Termination. The continuation Company and/or the Bank shall pay the full cost of these welfare such continued benefits, except that the Executive shall bear any portion of such cost as is required to be borne by key executives of the Company and/or the Bank generally at the time of such Change in Control. The medical benefits will described in this Subsection 2.4(d) shall continue for eighteen (18) months following the Effective Date of Termination; provided, however, that such benefits shall be discontinued prior to the end of the three eighteen (318) year month period if to the extent, but only to the extent, that the Executive has available receives substantially similar benefits at a comparable cost from a subsequent employer, as determined by the Committee. (f) For a period Company or the Bank. The obligation of three (3) full years following the Date Company and the Bank to provide the Executive with the Severance Benefits described herein shall be joint and several. Regardless of Separation from Servicehow the Company and the Bank apportion the responsibility for satisfying the obligations set forth herein, the Company shall provide medical insurance for total Severance Benefits payable to the Executive (and shall equal the Executive’s covered spouse and dependents) at the same premium cost, and at the same coverage levelamounts set forth in this Article 2, as in effect as of the date of the Change in Control. The continuation of this medical insurance will be discontinued prior to the end of the three (3) year period if the Executive has available substantially similar medical insurance at a comparable cost from a subsequent employer, as determined limited by the Committee. The date that medical benefits provided in this paragraph 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 Date of Separation from Service 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. In addition, for purposes of benefit calculation only under the Company’s nonqualified retirement plans with respect to benefits that have not been paid prior to such Change in Control, it will be assumed that the Executive’s employment continued following the Date of Separation from Service for three (3) full years (i.e., three (3) 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 Date of Separation from Service will be usedArticle 4 herein.

Description of Severance Benefits. In the event the Executive becomes entitled to receive Severance Benefits, as provided in Sections Paragraphs 3.1 and 3.2 herein, the Company will shall pay to the Executive (or in the event of the Executive’s death, the Executive’s Beneficiary) and provide him with the following at the time or times provided in Section 4.1 hereinfollowing: (a) An amount equal to three two (32) times the highest rate of the Executive’s 's annualized Base Salary in effect at any time up to and including the Effective Date of Separation from ServiceTermination. (b) An amount equal to three two (32) times the Executive’s 's highest annualized target Management Incentive Award granted under the FMC Corporation Incentive Compensation and Stock Plan annual bonus for any plan year up to and including the plan year in which the Executive’s 's Effective Date of Separation from Service Termination occurs. (c) An amount equal to the Executive’s 's unpaid Base Salary, and unused and accrued vacation pay, and earned or accrued but not taken vacation pay through the Effective Date of Separation from ServiceTermination. (d) Any Management Incentive Award otherwise payable (but for An amount equal to the Executive’s separation) 's unpaid target annual bonus, established for the plan year in which the Executive’s 's Effective Date of Separation from Service occurredTermination occurs, prorated multiplied by a fraction, the numerator of which is the number of days completed in the then-existing fiscal year through the Effective Date of Separation from ServiceTermination and the denominator of which is three hundred sixty-five (365). (e) A continuation for twenty-four (24) months after the Effective Date of Termination of the Company’s welfare benefits of life and (including medical, prescription, dental, disability, salary continuation, individual life, group life, accidental death and dismembermentdeath, and disability travel accident insurance coverage for three (3plans and programs) full years after which are at least as favorable as the most favorable plans and programs as applicable to other peer executives and their families as of the Effective Date of Separation from ServiceTermination, but which are in no event less favorable than the most favorable plans and programs applicable to other peer executives and their families during the ninety (90) day period immediately before the Effective date. These benefits will shall 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 Executive's Effective Date of Termination. However, in the event the premium cost and/or level of coverage shall change for all employees of the Change Company, or for management employees with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in Control. a corresponding manner. (f) The continuation of these welfare benefits will shall be discontinued prior to the end of the three twenty-four (324) year month period if in the event the Executive has available substantially similar benefits at a comparable cost from a subsequent employer, as determined by the Committee. (f) For a period of three (3) full years following . In the Date of Separation from Serviceevent the Executive became entitled to receive Severance Benefits, as provided in Paragraphs 3.1 and 3.2 herein, the Company Executive shall provide medical insurance for immediately be fully vested in all benefits accrued by the Executive under The Earthgrains Company Supplemental Executive Retirement Plan (and the Executive’s covered spouse and dependents) at the same premium cost"SERP"), and at the same coverage level, as in effect as of the date of the Change in Control. The continuation of this medical insurance will be discontinued prior to the end of the three (3) year period if the Executive has available substantially similar medical insurance at a comparable cost from a subsequent employer, as determined successor plans thereto sponsored by the Committee. The date that medical benefits provided in this paragraph 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 planCompany. The aggregate benefits accrued by the Executive as of the Effective Date of Separation from Service Termination under the FMC Corporation Salaried Employees’ Retirement Program, the FMC Corporation Savings and Investment The Earthgrains Company 401(k) Restoration Plan, the FMC Corporation Salaried Employees’ Equivalent Retirement PlanSERP, the FMC Corporation Non-Qualified Savings and Investment Plan and other savings and retirement successor plans thereto sponsored by the Company will shall be distributed pursuant paid in cash to the terms Executive in a single lump sum as soon as practical following the Effective Date of Termination. For purposes of the applicable plan. In additionCompany's nonqualified retirement plans, for purposes of benefit calculation only such benefits shall be calculated under the Company’s nonqualified retirement plans with respect to benefits that have not been paid prior to such Change in Control, it will be assumed assumption that the Executive’s 's employment continued following the Effective Date of Separation from Service Termination for three twenty-four (324) full years months (i.e., three two (32) additional years of age and service credits will shall be added); provided, however, that for purposes of determining “"final average pay” " under such programs, the Executive’s 's actual pay history as of the Effective Date of Separation from Service will Termination shall be used.

Description of Severance Benefits. In the event that the Executive becomes entitled to receive Severance Benefits, as provided in Sections 3.1 4.1 and 3.2 herein4.2, the Company will shall pay to the Executive (or in the event of the Executive’s death, the Executive’s Beneficiary) and provide him with the following at the time or times provided in Section 4.1 hereinfollowing: (a) An amount equal to three (3) [2x for CEO and COO; 1x for other named executive officers] times the highest rate of the Executive’s highest annualized rate of Base Salary in effect at any time up to after the commencement of the Protected Period and including on or before the Effective Date of Separation from ServiceTermination. (b) An amount equal to [2x for CEO and COO; 1x for other named executive officers] the highest aggregate bonus(es) paid by the Company to the Executive for any one of the three (3) times full fiscal years of the Company immediately preceding Executive’s highest annualized target 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 Separation from Service occursTermination. (c) An amount equal to the Executive’s unpaid Base Salary, and unused and accrued vacation pay, earned or accrued through the Date of Separation from Service. (d) Any Management Incentive Award otherwise payable (but for Executive’s separation) for the plan year in which the Executive’s Date of Separation from Service occurred, prorated through the Date of Separation from Service. (e) A continuation of the CompanyExecutive’s welfare benefits of life and accidental death and dismembermentmedical coverage, dental coverage, and disability group term life insurance coverage for three (3the Executive, his spouse, and his eligible dependents for the [2 for CEO and COO; 1 for other named executive officers] year(s) full years after following the Executive’s Effective Date of Separation Termination; provided that such continuation of coverage shall run concurrently with COBRA continuation or similar state law continuation periods; and provided further that the continuation of such coverage shall be discontinued prior to the end of the [2 for CEO and COO; 1 for other named executive officers] year period in the event the Executive has available substantially similar benefits from Servicea subsequent employer, as reasonably determined by the Committee. These Except as provided in the next sentence, such benefits will shall 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 Executive’s Effective Date of Termination. However, in the event the premium cost and/or level of coverage shall change for all employees of the Change Company, the cost and/or coverage level, likewise, shall change for the Executive in Controla corresponding manner. The continuation of these welfare coverage for the period contemplated by this Section 4.3(c) shall be coordinated with and paid secondary to any benefits will be discontinued prior that the Executive, his spouse, or his dependent receives from another employer or from Medicare (following the Executive’s, his spouse’s, and/or his dependent’s entitlement to Medicare benefits) to the end maximum extent permissible under relevant law. (d) A lump-sum cash amount equal to the portion of the three Executive’s account under the Company’s qualified retirement plan (3including, without limitation, any 401(k) year period if matching contributions) that has not become vested under the Executive terms of such plan as of the Effective Date of Termination. (e) A lump-sum cash amount equal to the portion of the Executive’s account under any Company nonqualified deferred compensation or other supplemental retirement plan that has available substantially similar benefits at a comparable cost from a subsequent employer, not become vested under the terms of such plan as determined by of the CommitteeEffective Date of Termination. (f) For a period of three (3) full years following the Date of Separation from ServiceIf any stock option, restricted stock, or other equity or equity-based award granted by the Company shall provide medical insurance for to the Executive (is subject to a vesting schedule and does not automatically become fully vested upon or in connection with 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 this medical insurance will be discontinued prior to the end of the three (3) year period if the Executive has available substantially similar medical insurance at a comparable cost from a subsequent employer, as determined by the Committee. The date that medical benefits provided in this paragraph cease to be provided under this paragraph will be the date termination of the Executive’s qualifying event for continuation coverage purposes under Code Section 4980B(f)(3)(B). Awards granted under employment with the FMC Corporation Incentive Compensation and Stock PlanCompany or the related Change in Control event, and other incentive arrangements adopted the portion of such award that was scheduled to vest (assuming that the Executive continued to be employed by the Company will be treated pursuant to Company) at any time within the terms [2 for CEO and COO; 1 for other named executive officers] year period following the Effective Date of the applicable plan. The aggregate benefits accrued by the Executive Termination shall automatically become vested as of the Effective Date of Separation from Service 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. In addition, for purposes of benefit calculation only under the Company’s nonqualified retirement plans with respect to benefits that have not been paid prior to such Change in Control, it will be assumed that the Executive’s employment continued following the Date of Separation from Service for three (3) full years (i.e., three (3) additional years of age and service credits will be added)Termination; provided, however, that for purposes any portion of determining “final average pay” under such programs, award remaining unvested after giving effect to the foregoing clause shall immediately terminate upon the Effective Date of Termination. In the event that the Effective Date of Termination occurs during the Protected Period related to a Change in Control and a portion of a stock option or other award referred to in the preceding sentence is deemed to become vested in connection with the termination of the Executive’s actual pay history as employment pursuant to the preceding sentence, and such portion of the award would otherwise terminate or expire upon or prior to the date of the related Change in Control, the Executive shall be given a reasonable opportunity to exercise such accelerated portion of the option or other award before it terminates. (g) The Company shall pay or reimburse the Executive for up to $15,000 of outplacement services obtained by the Executive during the twelve (12) month period following the Effective Date of Separation from Service will be usedTermination.

Description of Severance Benefits. In the event the Executive becomes entitled to receive Severance Benefits, as provided in Sections 3.1 and 3.2 herein, the Company will shall pay to the Executive (or in the event of the Executive’s death, the Executive’s Beneficiary) and provide him with the following at the time or times provided in Section 4.1 hereinfollowing: (a) An amount equal to three (3) times the highest rate of the Executive’s 's annualized Base Salary in effect at any time up to and including immediately preceding the Date of Separation from ServiceChange in Control. (b) An amount equal to three (3) times the Executive’s 's highest annualized target Management Incentive Award granted under bonus established for the FMC Corporation Incentive Compensation and Stock Plan for any plan year up to and including immediately preceding the plan year Change in which the Executive’s Date of Separation from Service occursControl. (c) An amount equal to the Executive’s 's unpaid Base Salary, and unused and a pro rata amount of the Executive's Target Bonus for the year in which the termination occurs, accrued vacation pay, and earned or accrued but not taken vacation pay through the Effective Date of Separation from ServiceTermination. (d) Any Management Incentive Award otherwise payable (but for Executive’s separation) for the plan year in which the Executive’s Date of Separation from Service occurred, prorated through the Date of Separation from Service. (e) A continuation of the Company’s welfare benefits of health care, life and accidental death and dismemberment, and disability insurance coverage for three (3) full years after the Effective Date of Separation from ServiceTermination. These benefits will shall 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 Executive's Effective Date of Termination. However, in the event the premium cost and/or level of coverage shall change for all employees of the Change Company, or for management employees with respect to supplemental benefits, the cost and/or coverage level, likewise, shall change for the Executive in Controla corresponding manner. The continuation of these welfare benefits will shall be discontinued prior to the end of the three (3) year period if in the event the Executive has available substantially similar benefits at a comparable cost from a subsequent employer, as determined by the Committee. (fe) For a period of three (3) full years following the Date of Separation from Service, the Company shall provide medical insurance for the Executive (and 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 this medical insurance will be discontinued prior to the end of the three (3) year period if the Executive has available substantially similar medical insurance at a comparable cost from a subsequent employer, as determined by the Committee. The date that medical benefits provided in this paragraph 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 All long-term incentive arrangements adopted by the Company will be treated pursuant to the terms of the applicable planawards immediately vest. The aggregate benefits accrued by the Executive as of the Effective Date of Separation from Service 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 all other savings and retirement plans sponsored by the Company will shall be distributed pursuant to the terms of the applicable plan. In addition, for purposes of benefit calculation only under the Company’s nonqualified retirement plans with respect to benefits that have not been paid prior to such Change in Control, it will be assumed that the Executive’s employment continued following the Date of Separation from Service for three (3) full years (i.e., three (3) 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 Date of Separation from Service will be usedplans.

Description of Severance Benefits. In the event that the Executive becomes entitled to receive Severance Benefits, as provided in Sections 3.1 and 3.2 hereinthis Article 2, the Company will shall pay to the Executive (or in the event of the Executive’s death, the Executive’s Beneficiary) and provide him or her with the following at the time or times provided in Section 4.1 hereinfollowing: (a) An amount equal to three twelve (312) times the highest rate months' of the Executive’s annualized 's annual Base Salary at the rate in effect at the commencement of the Window Period or any time up to and including higher rate that may be in effect from the date until the Effective Date of Separation from Service.Termination; (b) An amount equal to three (3) times A pro rata portion of the Executive’s highest annualized target Management Incentive Award granted under 's expected bonus for the FMC Corporation Incentive Compensation and Stock Plan for any plan year up to and including the bonus plan year in which the termination occurs (which expected bonus will be at least equal to the Executive’s 's average annual bonus for the three prior bonus plan years or such greater amount at the Board may determine is due), and accrued salary and vacation pay through the Effective Date of Separation from Service occursTermination. (c) An amount equal to the Executive’s unpaid Base Salary, and unused and accrued vacation pay, earned or accrued through the Date of Separation from Service. (d) Any Management Incentive Award otherwise payable (but for Executive’s separation) for the plan year in which the Executive’s Date of Separation from Service occurred, prorated through the Date of Separation from Service. (e) A continuation of the Company’s all benefits pursuant to any and all welfare benefits of life and accidental death and dismemberment, and disability insurance coverage for three (3) full years after the Date of Separation from Service. These benefits will be provided to benefit plans under which the Executive (and to and/or the Executive’s covered spouse 's family is eligible to receive benefits and/or coverage, including, but not limited to, group life insurance, hospitalization, disability, medical and dependents) dental plans, at the same premium cost, and at the same coverage level, as in effect as of the Executive's Effective Date of Termination or as of the effective date of the Change in Control, whichever the Executive may elect. The continuation of these welfare benefits will described in this Subsection 2.3(c) shall continue following the Effective Date of Termination for twelve months; provided however, that such benefits shall be discontinued prior to the end of such period in the three (3) year period if event the Executive has available receives substantially similar benefits at a comparable cost from a subsequent employer, as determined by the Committee. (fd) For Reasonable Company-paid outplacement assistance, commensurate with assistance normally provided to executive-level personnel, for a period of three up to twelve (312) full years months following the Effective Date of Separation from ServiceTermination, or for such longer period as the Company shall provide medical insurance for the Executive may agree; (and the Executive’s covered spouse and dependentse) 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 this medical insurance will be discontinued prior to the end of the three (3) year period if the Executive has available substantially similar medical insurance at a comparable cost from a subsequent employer, as determined by the Committee. The date that medical benefits provided in this paragraph cease to be provided under this paragraph will be the date Any other accrued rights 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 Date of Separation from Service 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. In addition, for purposes of benefit calculation only under the Company’s nonqualified retirement plans with respect to benefits that have not been paid prior to such Change in Control, it will be assumed that the Executive’s employment continued following the Date of Separation from Service for three (3) full years (i.e., three (3) 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 Date of Separation from Service will be used.

Description of Severance Benefits. In the event the Executive becomes 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 at the time or times provided in Section 4.1 herein: following: -7- (a) An amount equal to three (3) times the highest rate of the Executive’s 's annualized Base Salary in effect at any time up to and including the Effective Date of Separation from ServiceTermination. (b) An amount equal to three (3) times the Executive’s 's highest annualized target total cash Management Incentive Award granted under the FMC Xxxx Xxxx Technologies Corporation Incentive Compensation and Stock Plan for any plan year up to and including the plan year in which the Executive’s 's Effective Date of Separation from Service Termination occurs. (c) An amount equal to the Executive’s 's unpaid Base Salary, and unused and accrued vacation pay, earned or accrued through the Effective Date of Separation from ServiceTermination. (d) Any An amount equal to the target total cash Management Incentive Award otherwise payable (but for Executive’s separation) established for the plan year in which the Executive’s 's Effective Date of Separation from Service Termination occurred, prorated through the Effective Date of Separation from ServiceTermination. (e) A Subject to applicable law and regulation as of the Effective Date of Termination, a continuation of the Company’s welfare benefits of health care, life and accidental death and dismemberment, and disability insurance coverage for three twenty-four (324) full years months after the Effective Date of Separation from ServiceTermination. These benefits will be provided to the Executive (and to the Executive’s '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 three twenty-four (324) year month period if the Executive has available substantially similar benefits at a comparable cost from a subsequent employer, as determined by the Committee. (f) For a period of three (3) full years following the Date of Separation from Service. In addition, the Company shall provide medical insurance will make available for purchase by the Executive (continued health care, life and the Executive’s covered spouse accidental death and dependents) at the same premium costdismemberment, and disability insurance coverage at the same coverage level, level as in effect as of the date of the Change in Control. The continuation Control for a period of this medical insurance will be discontinued prior to twenty-four (24) months beginning immediately upon the end of the three (3) year coverage period if the Executive has available substantially similar medical insurance at a comparable cost from a subsequent employer, as determined by the Committee. The date that medical benefits provided in this paragraph cease to be provided under the foregoing provisions of this paragraph will be the date of the Executive’s qualifying event for continuation coverage purposes under Code Section 4980B(f)(3)(B3.3(e). Awards . (f) Time-based equity awards granted under the FMC Xxxx Xxxx Technologies Corporation Incentive Compensation and Stock PlanPlan will vest on the Effective Date of Termination and immediately become transferable thereafter. Performance-based equity awards will vest on the Effective Date of Termination. For purposes of determining the amount of the resulting award in such an event, the number of RSUs relating to any then- completed year(s) in the performance period that are deemed earned will be determined based on actual performance and, for any year(s) that have not been completed, it will be assumed that the Company achieved “target” performance on each of the performance measures for such year(s), resulting in the payment of 100% of the one-third of the total target RSU award amount of this grant relating to each such year. Any restrictions imposed by Company stock ownership guidelines applicable to the sale of the Company’s Common Stock by executive officers will not apply to any Awards granted to the Executive prior to a Change of Control under the Xxxx Xxxx Technologies Corporation Incentive Compensation and Stock Plan or other incentive arrangements adopted by the Company will be treated pursuant to that vests -8- as a result of the Change of Control in accordance with the terms of the applicable planthis Agreement. The aggregate benefits accrued by the Executive as of the Effective Date of Separation from Service Termination under the FMC Xxxx Xxxx Technologies Corporation Salaried Employees’ Retirement Program, the FMC Xxxx Xxxx Technologies Corporation Savings and Investment Plan, the FMC Xxxx Xxxx Technologies Corporation Salaried Employees’ Equivalent Retirement Plan, the FMC Xxxx Xxxx Technologies Corporation Non-Non- Qualified Savings and Investment Plan and other savings and retirement plans sponsored by the Company will be determined and distributed pursuant to the terms of the applicable planplan in effect as of the day immediately prior to the Change in Control, including but not limited to, the Executive’s distribution elections. In addition, Solely for vesting purposes of benefit calculation only under the Company’s 's nonqualified retirement plans with respect to benefits that have not been paid prior to such Change in Controlplans, it will be assumed that the Executive’s 's employment continued following the Effective Date of Separation from Service Termination for three (3) full years (i.e., three (3) additional years of age and service credits will be addedadded for vesting only); provided, however, that for purposes of determining “final average pay” under such programs, the Executive’s actual pay history as of the Date of Separation from Service will be used.

Description of Severance Benefits. In the event the Executive becomes entitled to receive Severance Benefits, as provided in Sections 3.1 3.01 and 3.2 3.02 herein, the Company will pay to the Executive (or in the event of the Executive’s 's death, the Executive’s 's Beneficiary) and provide him the Executive with the following at the time or times provided in Section 4.1 4.01 herein: (a) An amount equal to three (3) two times the highest rate of the Executive’s 's annualized Base Salary in effect at any time up to and including the Date of Separation from Service. (b) An amount equal to three (3) two times the Executive’s 's highest annualized target Management Incentive Award granted under the FMC Livent Corporation Incentive Compensation and Stock Plan for any plan year up to and including the plan year in which the Executive’s 's Date of Separation from Service occurs. (c) An amount equal to the Executive’s 's unpaid Base Salary, and unused and accrued vacation pay, earned or accrued through the Date of Separation from Service. (d) Any Management Incentive Award otherwise payable (but for Executive’s 's separation) for the plan year in which the Executive’s 's Date of Separation from Service occurred, prorated through the Date of Separation from Service.. 6 #91130319v6 (e) A continuation of the Company’s 's welfare benefits of life and accidental death and dismemberment, and disability insurance coverage for three (3) two full years after the Date of Separation from Service. These benefits will be provided to the Executive (and to the Executive’s '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 three (3) two year period if the Executive has available substantially similar benefits at a comparable cost from a subsequent employer, as determined by the Committee. (f) For a period of three (3) two full years following the Date of Separation from Service, the Company shall provide medical insurance for the Executive (and the Executive’s '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 this medical insurance will be discontinued prior to the end of the three (3) two year period if the Executive has available substantially similar medical insurance at a comparable cost from a subsequent employer, as determined by the Committee. The date that medical benefits provided in this paragraph cease to be provided under this paragraph will be the date of the Executive’s 's qualifying event for continuation coverage purposes under Code Section 4980B(f)(3)(B). Awards granted under the FMC Livent Corporation Incentive Compensation and Stock Plan, and other incentive arrangements adopted by the Company will be treated pursuant to the terms temis of the applicable plan. The aggregate benefits accrued by the Executive as of the Date of Separation from Service 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 any savings and or retirement plans sponsored by the Company from time to time will be distributed pursuant to the terms of the applicable plan. In addition, for purposes of benefit calculation only under the Company’s nonqualified retirement plans with respect to benefits that have not been paid prior to such Change in Control, it will be assumed that the Executive’s employment continued following the Date of Separation from Service for three (3) full years (i.e., three (3) 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 Date of Separation from Service will be used.

Description of Severance Benefits. In the event the Executive becomes entitled to receive Severance Benefits, as provided in Sections 3.1 and 3.2 herein, the Company will shall pay to the Executive (or in the event of the Executive’s death, the Executive’s Beneficiary) and provide him with the following at the time or times provided in Section 4.1 hereinfollowing: (a) An amount equal to three (3) times the highest rate of the Executive’s annualized Base Salary in effect at any time up to 's unpaid base salary, accrued vacation pay, and including earned but not taken vacation pay through the Effective Date of Separation from ServiceTermination. (b) An amount equal to three one and one half (31 1/2) times the Executive’s highest annualized target 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 Date of Separation from Service occurs's Base Salary. (c) An amount equal to one and one half (1 1/2) times the Executive’s unpaid Base Salary, and unused and accrued vacation pay, earned or accrued through the Date of Separation from Service's Annual Bonus. (d) Any Management Incentive Award otherwise payable The Annual Bonus multiplied by a fraction, the numerator of which is the number of full completed days in the bonus plan year through the Effective Date of Termination, and the denominator of which is three hundred sixty-five (but for Executive’s separation) 365). This payment will be in lieu of any other payment to be made to the Executive under the annual bonus plan for the respective plan year in which the Executive’s Date of Separation from Service occurred, prorated through the Date of Separation from Serviceyear. (e) A continuation of the Company’s welfare benefits of health care, life and accidental death and dismemberment, and disability insurance coverage for three twenty-four (324) full years months after the Effective Date of Separation from ServiceTermination. These benefits will shall 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 Executive's Effective Date of Termination. However, in the event the premium cost and/or level of coverage shall change for all employees of the Change in Control. The continuation of these welfare benefits will be discontinued prior Company, or for management employees with respect to supplemental benefits, the end of the three (3) year period if cost and/or coverage level, likewise, shall change for the Executive has available substantially similar benefits at in a comparable cost from a subsequent employer, as determined by the Committeecorresponding manner. (f) For a period of three (3) full years following the Date of Separation from Service, the Company shall provide medical insurance for the Executive (and 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 this medical insurance will be discontinued prior to the end of the three (3) year period if the Executive has available substantially similar medical insurance at a comparable cost from a subsequent employer, as determined by the Committee. The date that medical benefits provided in this paragraph 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 Date of Separation from Service 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. In addition, Solely for purposes of benefit calculation only under the Company’s 's long-term incentive plans, (i) the Executive shall be fully and immediately vested in all of his outstanding awards under such plans, (ii) the Executive shall be deemed to have terminated employment with the Company by reason of retirement, and (iii) the committee or committees administering such plans shall be deemed to have consented to such retirement. (g) For purposes of the Company's nonqualified retirement plans with respect to and retiree medical plans, benefits that have not been paid prior to such Change in Control, it will shall be assumed calculated under the assumption that the Executive’s 's employment continued following the Effective Date of Separation from Service Termination for three (3) full years (i.e., three (3) additional years of age and service credits will shall be added); provided, however, that for purposes of determining “"final average pay” " under such programs, the Executive’s 's actual pay history as of the Effective Date of Separation from Service will Termination shall be used. (h) The aggregate benefits accrued by the Executive as of the Effective Date of Termination under any savings and retirement plans sponsored by the Company shall be distributed pursuant to the terms of the applicable plan. (i) Compensation which has been deferred under any deferred compensation plans sponsored by the Company, together with all interest that has been credited with respect to any such deferred compensation balances, shall be distributed pursuant to the terms of the applicable plan if elected by the Participant.

Description of Severance Benefits. In the event the Executive becomes entitled to receive Severance Benefits, as provided in Sections 3.1 3.01 and 3.2 3.02 herein, the Company will pay to the Executive (or in the event of the Executive’s 's death, the Executive’s 's Beneficiary) and provide him the Executive with the following at the time or times provided in Section 4.1 4.01 herein: (a) An amount equal to three (3) times the highest rate of the Executive’s 's annualized Base Salary in effect at any time up to and including the Date of Separation from Service. (b) An amount equal to three (3) times the Executive’s 's highest annualized target Management Incentive Award granted under the FMC Livent Corporation Incentive Compensation and Stock Plan for any plan year up to and including the plan year in which the Executive’s 's Date of Separation from Service occurs. (c) An amount equal to the Executive’s 's unpaid Base Salary, and unused and accrued vacation pay, earned or accrued through the Date of Separation from Service. (d) Any Management Incentive Award otherwise payable (but for Executive’s 's separation) for the plan year in which the Executive’s 's Date of Separation from Service occurred, prorated through the Date of Separation from Service.. 6 #91130319v6 (e) A continuation of the Company’s 's welfare benefits of life and accidental death and dismemberment, and disability insurance coverage for three (3) full years after the Date of Separation from Service. These benefits will be provided to the Executive (and to the Executive’s '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 three (3) year period if the Executive has available substantially similar benefits at a comparable cost from a subsequent employer, as determined by the Committee. (f) For a period of three (3) full years following the Date of Separation from Service, the Company shall provide medical insurance for the Executive (and the Executive’s '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 this medical insurance will be discontinued prior to the end of the three (3) year period if the Executive has available substantially similar medical insurance at a comparable cost from a subsequent employer, as determined by the Committee. The date that medical benefits provided in this paragraph cease to be provided under this paragraph will be the date of the Executive’s 's qualifying event for continuation coverage purposes under Code Section 4980B(f)(3)(B). Awards granted under the FMC Livent 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 Date of Separation from Service 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 any savings and or retirement plans sponsored by the Company from time to time will be distributed pursuant to the terms of the applicable plan. In addition, for purposes of benefit calculation only under the Company’s nonqualified retirement plans with respect to benefits that have not been paid prior to such Change in Control, it will be assumed that the Executive’s employment continued following the Date of Separation from Service for three (3) full years (i.e., three (3) 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 Date of Separation from Service will be used.

Description of Severance Benefits. In the event the Executive becomes 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 at the time or times provided in Section 4.1 herein: (a) An amount equal to three two (32) times the highest rate of the Executive’s annualized Base Salary in effect at any time up to and including the Date of Separation from Service. (b) An amount equal to three two (32) times the Executive’s highest annualized target 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 Date of Separation from Service occurs. (c) An amount equal to the Executive’s unpaid Base Salary, and unused and accrued vacation pay, earned or accrued through the Date of Separation from Service. (d) Any Management Incentive Award otherwise payable (but for Executive’s separation) for the plan year in which the Executive’s Date of Separation from Service occurred, prorated through the Date of Separation from Service. . (e) A continuation of the Company’s welfare benefits of life and accidental death and dismemberment, and disability insurance coverage for three two (32) full years after the Date of Separation from Service. 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 three two (32) year period if the Executive has available substantially similar benefits at a comparable cost from a subsequent employer, as determined by the Committee. (f) For a period of three (3) full years following the Date of Separation from Service, the Company shall provide medical insurance for the Executive (and 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 this medical insurance will be discontinued prior to the end of the three (3) year period if the Executive has available substantially similar medical insurance at a comparable cost from a subsequent employer, as determined by the Committee. The date that medical benefits provided in this paragraph 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 Date of Separation from Service 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. In addition, for purposes of benefit calculation only under the Company’s nonqualified retirement plans with respect to benefits that have not been paid prior to such Change in Control, it will be assumed that the Executive’s employment continued following the Date of Separation from Service for three (3) full years (i.e., three (3) 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 Date of Separation from Service will be used.

Description of Severance Benefits. In the event the Executive becomes 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 at the time or times provided in Section 4.1 herein: (a) An amount equal to three two (32) times the highest rate of the Executive’s annualized Base Salary in effect at any time up to and including the Date of Separation from Service. (b) An amount equal to three two (32) times the Executive’s highest annualized target 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 Date of Separation from Service occurs. (c) An amount equal to the Executive’s unpaid Base Salary, and unused and accrued vacation pay, earned or accrued through the Date of Separation from Service. (d) Any Management Incentive Award otherwise payable (but for Executive’s separation) for the plan year in which the Executive’s Date of Separation from Service occurred, prorated through the Date of Separation from Service. (e) A continuation of the Company’s welfare benefits of life and accidental death and dismemberment, and disability insurance coverage for three two (32) full years after the Date of Separation from Service. 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 #16640449 v5 these welfare benefits will be discontinued prior to the end of the three two (32) year period if the Executive has available substantially similar benefits at a comparable cost from a subsequent employer, as determined by the Committee. (f) For a period of three two (32) full years following the Date of Separation from Service, the Company shall provide medical insurance for the Executive (and 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 this medical insurance will be discontinued prior to the end of the three two (32) year period if the Executive has available substantially similar medical insurance at a comparable cost from a subsequent employer, as determined by the Committee. The date that medical benefits provided in this paragraph 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 Date of Separation from Service 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. In addition, for purposes of benefit calculation only under the Company’s nonqualified retirement plans with respect to benefits that have not been paid prior to such Change in Control, it will be assumed that the Executive’s employment continued following the Date of Separation from Service for three two (32) full years (i.e., three two (32) 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 Date of Separation from Service will be used.