(NOTIFY) 72731,347
(CONTACT-NAME) David A. Kain
(CONTACT-PHONE) (312) 861-6050
PAGE 0
DOCUMENT HEADER
DOCUMENT DESCRIPTION 10-K-A
DOCUMENT TYPE 1
COUNT 1
PAGE 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K-A
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE
REQUIRED]
For the fiscal year ended December 31, 1993
OR
__ TRANSITION REPORT PURSUANT TO SECTION 13 or
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
[NO FEE REQUIRED]
For the transition period
from__________________to____________________
Commission file number 1-2376
Securities registered pursuant to Section 12(g) of
the Act: None
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for
such shorter period that the registrant was
required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days.
Yes * No
FMC CORPORATION
(Exact name of registrant as specified in its
charter)
Delaware 94-
0479804
(State or other jurisdiction of (I.R.S.
Employer
incorporation or organization)
Identification No.)
200 East Randolph Drive, Chicago, Illinois
60601
(Address of principal executive offices)
(Zip Code)
The purpose of this filing is to submit Exhibit
10.16 Consulting Agreement dated as of September,
1990 between the Company and Edward C. Meyer,
which was referred to in our 1993 Form 10K index
of exhibits but was inadvertently omitted from the
document electronically filed on March 31, 1994
(accession number 0000037785-94-000004).
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DOCUMENT HEADER
DOCUMENT DESCRIPTION EXHIBIT
DOCUMENT TYPE 2
COUNT 6
PAGE 1
EXHIBIT 10.16 PROFESSIONAL SERVICES
AGREEMENT
This Professional Services Agreement
("Agreement") dated as of the 1st day of
September, 1990 is by and between FMC
Corporation, a Delaware corporation having a
place of business at 2830 De La Cruz
Boulevard, Santa Clara California
(hereinafter referred to as "FMC"), and
Edward C. Meyer (including its employees,
agents or subcontractors), a consultant
having its principal office at 1101 S.
Arlington Ridge, Apt. #1116, Arlington, VA
22202 (herein referred to as "Consultant").
FMC desires the services of Consultant as an
independent consultant, and Consultant
desires to perform such services. In
consideration of the mutual covenants
contained herein, the parties agree as
follows:
1. STATEMENT OF WORK
Commencing on the date first herein written,
Consultant shall perform the services of FMC
as specifically directed by the authorized
representative(s) of FMC as are described
below.
Provide guidance and advice to FMC regarding
its domestic and international defense-
related business activities, including such
aspects as strategic planning, product and
program opportunities, and the maintenance of
relations with major potential customers.
In the performance of services hereunder,
Consultant shall take assignments from, and
report as its primary FMC contact to, Mr.
Adolph M. Quilici, Vice President and Group
Manager, FMC Defense Systems Group.
2. PAYMENT
In consideration for such services, subject
to the terms and conditions of this
Agreement, and as Consultant's sole and
entire compensation under or in relation to
this Agreement, FMC shall pay Consultant
compensation as follows: $1,500 per day with
a minimum fee of $7,500 per month.
Payment of fees under this Agreement shall be
made within thirty (30) days of receipt by
FMC of invoices submitted by Consultant from
time to time as appropriate, but not more
frequently than monthly, which invoices are
to be supported by a written summary of the
work actually performed and the time expended
thereon by the Consultant during such billing
period. FMC shall also reimburse Consultant
for its reasonable out-of-pocket expenses
incurred, requested, or authorized by FMC.
Reimbursements of expenses hereunder will be
made on the basis of itemized statements
submitted by Consultant, which statements are
to include actual bills, receipts, invoices,
or other evidence of expenditures. Aggregate
payments of all compensation hereunder shall
not exceed $150,000 per year.
PAGE 2
Time spent in travel shall not be deemed to
be time spent in connection with this
Agreement, except to the extent that work is
actually performed during travel periods.
Consultant shall comply with FMC's travel
policies except as otherwise agreed by FMC in
writing. Consultant shall not incur any
expense on behalf of FMC except as
contemplated by paragraph 2 above or upon the
prior written approval of FMC. From time to
time, upon request by FMC, Consultant shall
permit audit of Consultant's compliance with
the terms of this Agreement by FMC employees
and/or representatives of any Governmental
agencies to which FMC is or may be
accountable. Any consulting work and related
expenses which do not accord with applicable
laws, regulations, FMC standards of conduct,
or the terms of this Agreement shall not be
reimbursed.
3. INVENTIONS AND DATA
The term "subject invention" as used in this
Agreement means any invention, discovery,
improvement, design, idea, or suggestion,
whether or not patentable, conceived and/or
first actually reduced to practice by
Consultant, whether acting alon or jointly
with others, in the course of or as a result
of any work for FMC. The term "subject data"
as used in this Agreement means any writings,
sound recordings, pictorial reproductions,
drawings, or other graphic representation,
and works of any similar nature, whether or
not copyrightable, which are prepared by
Consultant, whether acting alone or jointly
with others, in the course of or as a result
of any work for FMC.
All subject inventions and subject data are
and shall remain the property of FMC, its
successors or assigns, or its nominees,
whether or not FMC obtains patent of
copyright protection thereon. Consultant
shall (i) promptly disclose all subject
inventions and subject data to FMC; (ii)
assist FMC upon request to procure and/or
maintain patents, copyrights, and trade
secrets throughout the world on said
inventions and data: and (iii) assist FMC to
record the existence of the right, title, and
interest to said inventions and data in FMC,
at FMC's expense, including the execution of
documents sought or required by FMC or any
Governmental agency.
4. CONFIDENTIAL TREATMENT OF INFORMATION
Consultant, shall not, either during or after
the term of this Agreement, directly or
indirectly public or disclose to any third
party any information (including but not
limited to subject inventions or subject
data) pertaining in any way to the business
of FMC, its customers, or suppliers which is
developed, acquired, or derived from
association with FMC, unless FMC gives
written authorization to do so. Such
information shall not be used apart from FMC
business without the written approval of FMC.
Such prohibition against disclosure to others
shall not apply to information after it is
clearly disclosed to the public by FMC in
writing.
PAGE 3
Drawings, sketches, and any other tangible
material made or obtained by Consultant from
or for FMC shall be turned over to FMC in a
timely manner, and shall not be removed from
FMC's premises without the written permission
of FMC. If written permission is given to
remove any such material, the material shall
be promptly returned to FMC upon completion
of the work for FMC or at any earlier time
requested by FMC.
5. WORK FOR OTHERS
While consulting for FMC, Consultant shall
not act as a consultant for others regarding
any matter in which any such other's interest
is legally of financially adverse to that of
FMC. Consultant represents and warrants that
Consultant has disclosed in writing to FMC
all other clients and any work which may
represent a conflict of interest with respect
to the work to be performed for FMC under
this Agreement. Consultant shall during the
term hereof advise FMC prior to entering into
any agreement with any other entity of
performing any other work which may result in
such a conflict of interest, and further
shall during the term hereof not enter into
any such agreement or perform any other such
work without the prior written approval of
FMC.
6. TERM AND TERMINATION
This Agreement shall have an initial term of
one year commencing on the date first above
written. Thereafter, this Agreement shall be
automatically renewed for successive one-year
terms, unless either party shall, not less
that sixty (60) days prior to a scheduled
renewal date, provide to the other written
notice electing to terminate and not renew
this Agreement. Also, in the event that
either party should breach its obligations
hereunder, the other party may terminate by
giving not less than ten (10) days written
notice, stating the nature of such breach.
7. INFORMATION PROVIDED
Consultant represents and warrants as to any
information in any form which Consultant may
provide to FMC that (i) Consultant has the
lawful right to provide such information to
FMC without breach of any law, regulation,
contract obligation, or duty of employment,
and that FMC may receive and use such
information without incurring any liability
of obligation to any other person or entity,
and (ii) that any information provided to FMC
which may have been obtained directly by
Consultant or from any other person or entity
was obtained without violation of any law,
regulation, contract obligation, proprietary
right, or duty of employment. Consultant
shall indemnify, defend, and hold harmless
FMC (including its employees, officers, and
directors) from any damages and claims
arising out of or related to any breach by
Consultant of such representation and
warranty.
PAGE 4
8. COMPLIANCE WITH LAWS
(a) Consultant represents and warrants that
(i) Consultant is and shall remain familiar
with all applicable laws and regulations
relating to gratuities, bribery, kickbacks,
conflicts of interest, classified
information, and political activity, (ii) no
principal or relative of any principal of
Consultant is a U.S. Government official
other than as expressly disclosed in writing
by Consultant prior to the date
of this Agreement as first set forth above;
and (iii) no U.S. Government official has any
beneficial interest in Consultant nor in
any compensation payable to Consultant by
FMC. Consultant shall report to FMC
all contracts with U.S. Government employees
and officials during which FMC matters are
discussed. Consultant shall strictly comply
with all applicable statutes and regulations
in the conduct of Consultant's work for FMC
(including the law described in subparagraph
(b) below) and shall indemnify, defend, and
hold FMC (including its employees, officers,
and directors) harmless from any failure of
the Consultant to do so.
(b) Consultant represents and warrants that,
throughout ther term of this agreement,
Consultant (i) shall remain familiar with
federal law regarding procurement integrity
(41 U.S.C. Paragraph 423) and regulations
issued thereunder, hereafter collectively
referred to as the "Law"), (ii) will comply
with the Law in all respects, and (iii) shall
not be a "procurement official" on any
procurement for which FMC is a "competing
contractor" (as such terms are defined in the
Law). Consultant shall promptly execute the
procurement integrity certification attached
hereto, shall re-execute such certification
annually or as otherwise requested by FMC and
shall provide to FMC such other cooperation
as FMC may require to comply with the Law
insofar as FMC's compliance is affected by
Consultant's performance under or acts in
relation to this Agreement.
9. STANDARDS OF CONDUCT
Consultant acknowledges receipt of a copy of
FMC's Business Conduct Guidelines and Code of
Ethics and shall comply with the standards of
conduct set forth for FMC employees therein
and shall promptly complete and return to FMC
the Letter of Certification appended to the
Business Conduct Guidelines.
10. REPORT OF VIOLATIONS
Consultant shall report to the appropriate
FMC manager or to FMC's Ethics Hot Line
number (800) 654-8560, any request by any FMC
employee to obtain any information or perform
any other act under this Agreement in a
manner which would violate any applicable
law, regulation, contract obligation, duty of
employment, or FMC standard of conduct.
Consultant is requested similarly to report
any observed violation of law or regulation
by any FMC personnel. All such reports will
be
PAGE 5
handled on a confidential basis and may be
made anonymously, if appropriate.
11. MISCELLANEOUS
(a) This Agreement contains the entire
agreement of the parties with respect to the
subject matter hereof and supersedes any
prior or contemporaneous representation,
warranty, understanding, or agreement,
written or oral, regarding such subject
matter. This Agreement shall not be deemed
to create any partnership, joint venture or
enterprise, or employment relationship
between the parties, and Consultant shall
have no authority to act in the name of or to
obligate FMC in any way to third parties.
Consultant shall diligently make and perform
all appropriate tax reports and filings as an
independent contractor and shall make all
payments in such capacity required to
federal, state, and local tax authorities,
including but not limited to income and
social security taxes; and Consultant shall
indemnify and hold FMC harmless from and
against any claims for taxes, interest,
and/or penalties, however, denominated, made
by taxing authorities in respect to
Consultant's activities under or relation to
this Agreement.
(b) This Agreement shall be construed in
accordance with and governed by the laws of
the state of California and the United States
of America.
(c) In the event of any term or provision
hereof is held to be invalid or unenforceable
by final judgment of any court of competent
jurisdiction, such term or provision shall
thereupon be severed from this Agreement and
the remainder of the terms and provisions
hereof shall remain in full force and effect.
PAGE 6
IN WITNESS WHEREOF, the parties hereto have
executed this AGREEMENT.
CONSULTANT: Edward C. Meyer
General (Ret.), United States
Army
(Typed or printed name and title of
signer)
(Signature)
Tax Identification No. (SSN or EIN): 205-18-
3616
Date: 1 Sept. 1990
FMC Corporation:
(Signature)
Adolph M. Quilici
Vice President and Group Manager
FMC Defense Systems Group`
(Typed or printed name and title of
signer)
Date: 18 Sept. 1990
