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FMC > SEC Filings for FMC > Form 8-K on 30-Apr-2013All Recent SEC Filings

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Form 8-K for FMC CORP


Change in Directors or Principal Officers, Financial Statements and Exhibits

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Michael Wilson

On April 30, 2013, FMC Corporation (the "Company") announced the resignation of D. Michael Wilson, President of the Specialty Chemicals Group of the Company. Mr. Wilson's employment with the Company will end on April 30, 2013. In connection with Mr. Wilson's resignation, the Company entered into a Transition Agreement with Mr. Wilson on April 29, 2013 (the "Agreement").

Pursuant to the Agreement, Mr. Wilson, subject to his execution and non-revocation of a general release of claims in favor of the Company, will receive the following payments and benefits following the cessation of his employment:

(a) A cash lump-sum severance payment of $946,438, payable on or before May 23, 2013;

(b) A cash payment of $72,201, in respect of earned but unused, as well as accrued, vacation time;

(c) Continued group health coverage at his current monthly rate for Mr. Wilson and his eligible dependents for one year;

(d) Payments under the Company's performance-based cash incentive program based on actual corporate performance during the relevant performance periods, pro-rated in each case to reflect Mr. Wilson's employment for less than the entire performance period; such payments, if any, shall be made within 2 and months following the end of the relevant performance period;

(e) Continued vesting of the stock option granted to Mr. Wilson on February 17, 2011, and upon vesting such option will remain exercisable until February 17, 2015;

(f) Continuing exercisability, until April 30, 2014, of all other stock options held by Mr. Wilson to the extent vested as of April 30, 2013;

(g) Pro-rata vesting of any restricted stock units held by Mr. Wilson based on the days employed during the otherwise applicable vesting period over the full vesting period;

(h) Reimbursement of legal fees (not to exceed $5,000) incurred by Mr. Wilson in connection with the preparation and negotiation of the Agreement;

(i) Reimbursement of executive outplacement services (not to exceed $40,000); and

(j) Reimbursement for financial and tax planning services (not to exceed $10,000).

Additionally, in consideration for the payments and benefits described above, Mr. Wilson agreed to non-competition and non-solicitation covenants that will continue until April 30, 2014, and he also agreed to customary confidentiality, cooperation and non-disparagement provisions.

The foregoing description of the material terms of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
 Exhibit Number                              Description
                    Transition Agreement by and between D. Michael Wilson and FMC
      10.1          Corporation, dated April 29, 2013.

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