(State or other jurisdiction

of incorporation)

(IRS Employer

Identification No.)

3033 Campus Drive

Suite E490

Plymouth, Minnesota

by us with Cause (as the term “Cause” is described below);

by us without Cause;

by the covered executive for Good Reason (as the term “Good Reason” is described below);

due to the covered executive’s death or disability; or

by the covered executive without Good Reason.

an amount equal to the executive officer’s annual base salary and target bonus under our Management Incentive Plan;

if the executive officer was employed by us for three months or more during the fiscal year in which the termination occurs, a pro rata portion of any annual bonus that would have been payable based on actual performance under the Management Incentive Plan;

if the executive officer elects to continue group health or dental coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”), reimbursement for a portion of the premiums equal to the amount we would pay if the executive officer were an active employee, for up to twelve months as long as coverage under COBRA is available;

compensation for unused vacation; and

outplacement services for up to one year (to a maximum of $25,000).

within two years following a Change in Control (as the term “Change in Control” is described below); or

following our entry into a definitive agreement or plan that results in any of the following types of Changes in Control if the Change in Control occurs within six months after the date of termination:

an acquisition of 50% or more of the voting power of our outstanding voting stock;

a merger, consolidation, sale of substantially all assets or similar business combination; or

liquidation or dissolution of The Mosaic Company,

our Chief Executive Officer and President would be entitled to three times, and other executive officers would be entitled to two times, annual base salary and target bonus under our Management Incentive Plan; and

the period for which we would reimburse the executive officer for group health and dental premiums would be extended from twelve months to eighteen months.

“Cause” means:

breach of the severance agreement;

gross neglect or willful failure or refusal to perform the executive officer’s duties;

personal dishonesty intended to result in substantial personal enrichment at our expense;

willful or intentional acts to injure The Mosaic Company;

knowing or intentional fraud against us, our customers, suppliers, clients, agents or employees; or

conviction of a felony or any crime involving fraud, dishonesty or moral turpitude.

“Good Reason” means:

a material demotion in status or duties; or

a relocation requiring the executive officer to move his or her regular office location by more than 50 miles.

A “Change in Control” occurs if:

Cargill, Incorporated (“Cargill”) does not retain beneficial ownership of at least 50% of the voting power of our outstanding voting stock and one of the following events also occurs:

a majority of our directors are not individuals:

for whose election proxies were solicited by our Board of Directors; or

who were appointed by the Board to fill vacancies caused by death, resignations or newly-created directorships;

50% or more of the voting power of our outstanding voting stock is acquired or beneficially owned by any person, entity or group that is unaffiliated with Cargill; or

consummation of a merger or consolidation of The Mosaic Company with or into another entity, a sale of substantially all assets or similar business combination, unless both:

the beneficial owners of our voting stock before the business combination own more than 50% of the voting stock of the surviving or acquiring entity in substantially the same proportions as before the business combination; and

no person, entity or group that is unaffiliated with Cargill owns more than 50% of the voting stock of the surviving or acquiring entity;

Cargill or its subsidiaries or affiliates acquire additional shares of our voting stock such that they own 90% or more of the voting power of our outstanding voting stock; or

our stockholders approve a definitive agreement or plan to liquidate or dissolve The Mosaic Company.

furnish notice of Good Reason for termination by the executive officer and an opportunity for us to cure the Good Reason within 30 days, and continue to perform the executive officer’s duties during the cure period;

furnish at least 30 days advance notice of a termination of employment without Good Reason and continue to perform the executive officer’s duties during the notice period;

furnish us with a general release of claims the executive officer may have against us in order to obtain benefits as a result of termination by us without Cause or by the executive officer with Good Reason; and

cooperate with the transition of the executive officer’s duties and responsibilities.

disclosing confidential information; and

for a period of 12 months following termination of employment:

soliciting our customers, dealers, employees, vendors and suppliers, or interfering with our business relationships; or

competing with us.

/s/ Richard L. Mack

Senior Vice President, General

Counsel and Corporate Secretary

Exhibit No.

Description

10.iii.a.

10.iii.b.