Exhibit 10.iii(a)
ADDENDUM
The following was agreed to on July 10, 2001 as an addendum to the Employment
Agreement, as amended and restated, dated October 24, 2000, between Xxxxxxx X.
Xxxxx and IMC Global.
ARTICLE 1, EMPLOYMENT
Section 1. TERM. The current Agreement is amended as follows:
1. TERM. The term of this Agreement (the "Term") shall commence on
September 15, 2001 (the "Effective Date") and shall terminate on the second
anniversary of the Effective Date; provided, however, that unless (i) the
Company gives written notice of its intent to terminate the Agreement at least
three (3) months prior to the second anniversary of the Effective Date or (ii)
the Executive gives notice of his intent to terminate the Agreement at least six
(6) months prior to the second anniversary of the Effective Date, this Agreement
shall renew automatically for an additional one year term and shall continue to
renew automatically for additional one year terms unless (i) written notice of
the Company's intent to terminate the Agreement is given at least three (3)
months prior to the expiration of the then current term or (ii) written notice
of the Executive's intent to terminate the Agreement is given at least six (6)
months prior to the expiration of the then current term.
ARTICLE 3, TERMINATION OF EMPLOYMENT
Section 1 (d) 2. The current Agreement is amended as follows:
2. An amount equal to three times the target award for the Executive
for the year in which the Severance Event occurs under the Company's Management
Incentive Compensation Program, or successor annual bonus plan in effect;
Section 3. TERMINATION AT EXPIRATION OF AGREEMENT. The current
Agreement is amended as follows:
3. TERMINATION AT EXPIRATION OF AGREEMENT. If the Executive's
employment is terminated at the expiration of this Agreement as provided in
Section 1.01, or if the Executive's employment is terminated at any time by
mutual agreement of the Executive and Board of Directors, the Executive shall be
entitled to receive the Severance Benefits described above in Section
3.01(d)(1)-(9); provided, however, that wherever the word "three" appears in
Section 3.01, it shall be replaced with the word "two."
In consideration for the above, the Company agrees to grant the Executive
175,000 stock options at a price of $9.60, the closing price as of July 10,
2001, and grant the Executive 100,000 shares of restricted stock. These options
will have a ten year term and the options and restricted shares will vest as
follows: one third will vest at the first anniversary of the award, another
third will vest at the second anniversary and the final third will vest at the
third anniversary. The terms
and conditions of such options and restricted
shares shall be governed by the Executive's individual award agreements and the
Company's 1988 Stock Option and Award Plan, as amended from time to time.
AGREED TO:
IMC Executive Committee
By: /s/ XXXXXXX X. XXXXXXX July 10, 2001
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Xxxxxxx X. Xxxxxxx Date
IMC Compensation Committee
By: /s/ XXXXXXX X. XXXXXX July 10, 2001
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Xxxxxxx X. Xxxxxx Date
Executive
By: /s/ XXXXXXX X. XXXXX July 10, 2001
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Xxxxxxx X. Xxxxx Date