As filed with the Securities and Exchange Commission on January 12,
1996
Registration No. 33-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8 REGISTRATION STATEMENT
Under
The Securities Act of 1933
IMC GLOBAL INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3492467
(State or other jurisdiction I.R.S.
Employer
of incorporation) Identification
No.)
2100 Sanders Road, Northbrook, Illinois 60062
(Address of Principal Executive Offices) (Zip
Code)
1988 Stock Option
and Award Plan
(As Amended and Restated)
(Full title of the plan)
Marschall I. Smith
Senior Vice President,
Secretary and General
Counsel IMC Global
Inc.
2100 Sanders Road
Northbrook, Illinois
60062
(708) 272-9200
(Name, address and telephone number, including area code, of agent
for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount to be Maximum Maximum Amount
of
Registered Offering Aggregate
Registra-
Title of Price Per Offering tion
Fee
Securities Share
Price
to be registered
Common Stock, $38.50
$13,297.42
$1.00 par value 1,000,000 (1) $38,500,000
per share shares (1)
Preferred Stock
Purchase Rights 1,000,000 (2) (2) (2)
(1) Estimated solely for the purpose of calculating the registration fee
and, pursuant to Rules 457(h)(1) and 457(c) under the Securities Act
of 1933, based upon the average of the high and low sale prices of
the Common Stock of IMC Global Inc. on The New York Stock Exchange
Composite Tape on January 11, 1996.
(2) The Company's Preferred Stock Purchase Rights initially are carried
and traded with the shares of Common Stock of the Company being
registered hereunder. Value attributable to such Preferred Stock
Purchase Rights, if any, is reflected in the market price of the
Common Stock.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents heretofore filed with the
Securities and Exchange Commission (the "Commission") by IMC
Global Inc. (the "Company") are incorporated herein by
reference:
(a) The Company's Annual Report on Form 10-K for
the fiscal year ended June 30, 1995.
(b) The Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1995.
(c) The Company's Current Reports on Form 8-K
filed August 17, 1995 and October 17, 1995.
(d) The description of the Company's common
stock, par value $1.00 per share (the "Common Stock"),
which is contained in the Registration Statement on Form 8-
A filed with the Commission on March 6, 1989 under Section
12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including any subsequent amendment or any
report filed for the purpose of updating such description.
(g) The description of the Preferred Stock Purchase
Rights which is contained in the Registration Statement on
Form 8-A filed with the Commission on June 23, 1989, under
the Exchange Act, including any
subsequent amendment or report filed for the purpose of
updating such description.
All documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after
the date of this Registration Statement and prior to the filing
of a post-effective amendment to this Registration Statement
which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the
respective dates of
filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The legal matters in connection with the issuance and
due authorization of the Common Stock offered hereby have been
passed upon by Marschall I. Smith, Esq., Senior Vice President,
General Counsel and Secretary of the Corporation. As of
November 1, 1995, Mr. Smith was the beneficial owner of 27,210
shares of IMC Global Inc.'s Common Stock.
Item 6. Indemnification of Directors and Officers
Reference is made to Section 145 of the Delaware
General Corporation Law of the State of Delaware which provides
for indemnification of directors and officers in certain
circumstances. The Company has insurance to indemnify its
directors and officers for those liabilities in respect of
which
such indemnification insurance is permitted under the laws of
the State of Delaware.
The Company's Restated Certificate of Incorporation
provides that to the fullest extent permitted by Delaware law a
director shall not be personally liable to the Corporation or
its stockholders for monetary damages for breach of duty as a
director.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The Exhibits accompanying this Registration Statement
are listed on the accompanying Exhibit Index.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this
Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in this Registration Statement.
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in this Registration Statement or any material
change to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by
reference in this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in Northbrook, Illinois, on this 12th day of
January, 1996.
IMC GLOBAL INC.
By: Robert C. Brauneker
Robert C. Brauneker
Executive Vice President
and Chief Financial
Officer
Pursuant to the requirements of the Securities Act
of
1933, this Registration Statement has been signed by the
following persons in the capacities indicated on this 12th day
of January, 1996.
WENDELL F. BUECHE
Wendell F. Bueche
Chairman of the Board,
Chief Executive Officer and
(Principal Executive Officer)
ROBERT C. BRAUNEKER
Robert C. Brauneker
Executive Vice President,
Chief Financial Officer
(Principal Accounting and Financial
Officer)
JAMES D. SPEIR
James D. Speir
President, Chief Operating
Officer and Director
RAYMOND F. BENTELE
Raymond F. Bentele
Director
FRANK W. CONSIDINE
Frank W. Considine
Director
DAVID B. MATHIS
David B. Mathis
Director
JAMES M. DAVIDSON
Dr. James M. Davidson
Director
THOMAS H. ROBERTS, JR.
Thomas H. Roberts, Jr.
Director
RICHARD A. LENON
Richard A. Lenon
Director
BILLIE B. TURNER
Billie B. Turner
Director
*By: MARSCHALL I. SMITH
Marschall I. Smith
Attorney-in-Fact
INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
Exhibit Description of Exhibit
*4.1 1988 Stock Option and Award Plan, as amended and
restated.
4.2 Restated Certificate of Incorporation of IMC
Global Inc. (incorporated by reference to Exhibit 3.1
to the Company's Current Report on Form 8-K dated
October 21, 1994).
4.3 Rights Agreement dated June 21, 1989 between the
Company and The First National Bank of Chicago, as
amended, (incorporated by reference to Exhibit 10.35
to the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 1989 and to the Company's
Current Report on form 8-A/A dated September 7,
1995).
4.4 Bylaws of the Company (incorporated by reference
to the Company's Current Report on Form 8-K dated
July 2, 1991).
*5 Opinion of Marschall I. Smith
*23.1 Consent of independent auditors.
*23.2 Consent of Marschall I. Smith (included in the
opinion
filed as Exhibit 5).
*24 Powers of Attorney.
EXHIBIT
4.1 IMC GLOBAL, INC.
1988 Stock Option and Award Plan
As Amended and Restated Effective October 19, 1995
I. PURPOSE
The purpose of this plan is to further the growth and
success of the Company and its subsidiaries by providing key
employees with additional incentive to contribute to such
growth and success and by aiding the Company in attracting and
retaining such key employees.
II. ADMINISTRATION OF THE PLAN
The Board of Directors of the Company shall appoint a
committee (the "Committee") of not less than three of its
members to administer the Plan. A majority of the members of
the Committee shall constitute a quorum, and the acts of a
majority of the members present at any meeting at which a
quorum is present, or acts approved in writing by a majority of
the members of the Committee, shall be acts of the Committee.
Each member of the Committee shall be (i) a "disinterested
person" within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and (ii)
shall qualify as an
"outside director" within the meaning of Section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code"). The
Committee shall have the power to grant options, stock
appreciation rights and awards of Restricted Stock ("Restricted
Stock Awards") under the Plan, to interpret the Plan and
options, stock appreciation rights and Restricted Stock Awards
granted under it, to make regulations and to formulate
administrative provisions for carrying out the Plan, and to
make all other determinations in connection with the granting
of options, stock appreciation rights and Restricted Stock
Awards and administration of the Plan.
The Committee may delegate some or all of its power
and authority hereunder to the Chairman and Chief Executive
Officer or other executive officer of the Company as the
Committee deems appropriate; provided, however, that the
Committee may not delegate its power and authority with regard
to (i) the grant of an award under this Plan to any person who
is a "covered employee" within the meaning of Section 162(m) of
the Code and the regulations thereunder who, in the Committee's
judgment, is likely to be a covered employee at any time during
the period an award hereunder to such employee would be
outstanding or (ii) the selection for participation in this
Plan of an officer or other person subject to Section 16 of the
Exchange Act or decisions concerning the timing, pricing or
amount of an award to such an officer or other person.
III. STOCK SUBJECT TO THE PLAN
(a) The stock to be offered for sale by the Company
pursuant to exercise of options or which may be delivered upon
the exercise of stock appreciation rights or which may be
delivered pursuant to Restricted Stock Awards granted under the
Plan shall be shares of the authorized Common Stock, par value
$1.00 per share, of the Company (hereafter sometimes call the
"Stock") and may consist of either unissued shares or shares
reacquired by the Company, or a combination of both as the
Board of Directors or the Committee may from time to time
determine. Subject to the provisions of subsection (b) of this
Section 3, the aggregate number of shares of Stock which may be
delivered under the Plan shall not exceed 3,000,000 shares,
reduced by the sum of the aggregate number of shares of Common
Stock (I) that are issued upon the grant of Restricted Stock
Awards and (ii) which become subject to outstanding options.
To the extent that shares of Common Stock subject to an
outstanding option (except to the extent shares of Common Stock
are issued or delivered by the Company in connection with the
exercise of a stock appreciation right) or Restricted Stock
Award are not issued or delivered by reason of the expiration,
termination, cancellation or forfeiture of such award or by
reason of the delivery or withholding of shares of Common Stock
to pay all or a portion of the exercise price of an award, if
any, or to satisfy all or a portion of the tax withholding
obligations relating to an award, then such shares of Common
Stock shall again be available under this Plan.
Except as set forth in this Section 3, any securities
resulting from any stock dividend, stock split, stock
distribution or other recapitalization or any substituted
securities in the event of any substitution referred to in this
Section 3, shall be subject to the shares covered by the
related option, stock appreciation right or Restricted Stock
Award pursuant to the Plan including, in the case of a
Restricted Stock Award, escrow of such shares or other
securities.
(b) (1) In the event of any stock split, stock
dividend, recapitalization, reorganization, merger,
consolidation, combination, exchange of shares, liquidation,
spinoff or other similar change in capitalization or event, or
any distribution to holders of Common Stock other than a regular
cash dividend, the number and class of securities available
under this Plan, the number and class of securities subject to
each outstanding option and the purchase price per security, the
terms of each outstanding stock appreciation right, and the
number and class of securities subject to each outstanding
Restricted Stock Award shall be appropriately adjusted by the
Committee, such adjustments to be made in the case of
outstanding options without an increase in the aggregate
purchase price. The decision of the Committee regarding any
such adjustment shall be final, binding and conclusive. If any
such adjustment would result in a fractional security being (i)
available under this Plan, such fractional security shall be
disregarded, or (ii) subject to an award under this Plan, the
Company shall pay the holder of such award, in connection with
the first vesting or exercise of such award, in whole or in
part, occurring after such adjustment, an amount in cash
determined by multiplying (i) the fraction of such security
(rounded to the nearest hundredth) by (ii) the excess, if any,
of (A) the fair market value (determined in accordance with
Section 6) on the vesting or exercise date over (B) the exercise
price, if any, of such award.
(2) Notwithstanding any provision in this Plan
or any agreement, in the event of a Change in Control in
connection with which the holders of Common Stock receive shares
of common stock that are registered under Section 12 of the
Exchange Act, (i) all outstanding options shall immediately
become exercisable in full, (ii) the restrictions applicable to
any outstanding Restricted Stock Award shall lapse and (iii)
there shall be substituted for each share of Common Stock
available under this Plan, whether or not then subject to an
outstanding award, the number and class of shares into which
each outstanding share of Common Stock shall be converted
pursuant to such Change in Control. In the event of any such
substitution, the purchase price per share in the case of an
option shall be appropriately adjusted by the Committee, such
adjustments to be made without an increase in the aggregate
purchase price.
(3) Notwithstanding any provision in this Plan
or any agreement, in the event of a Change in Control (other
than a Change in Control in connection with which the holders of
Common Stock receive consideration other than shares of common
stock that are registered under Section 12 of the Exchange Act),
each outstanding award shall be surrendered to the Company by
the holder thereof, and each such award shall immediately be
canceled by the Company, and the holder shall receive within ten
days of the occurrence of such Change in Control, a cash payment
from the Company in an amount equal to (i) in the case of an
option, the number of shares of Common Stock then subject to
such option, multiplied by the excess, if any, of the greater of
(A) the highest per share price offered to stockholders of the
Company in any transaction whereby the Change in Control takes
place or (B) the Fair Market Value of a share of Common Stock on
the date of occurrence of the Change in Control, over the
purchase price per share of Common Stock subject to the option
and (ii) in the case of a Restricted Stock Award, the number of
shares of Common Stock then subject to such award, multiplied by
the greater of (A) the highest per share price offered to
stockholders of the Company in any transaction whereby the
Change in Control takes place or (B) the Fair Market Value of a
share of Common Stock on the date of occurrence of the Change in
Control. In the event of a Change in Control, each stock
appreciation right shall be surrendered by the holder thereof
and shall be canceled simultaneously with the
cancellation of the related option. The Company may, but is
not required to, cooperate with any person who is subject to
Section 16 of the Exchange Act to assure that any cash payment
in accordance with the foregoing to such person is made in
compliance with Section 16 and the rules and regulations
thereunder.
IV. ELIGIBILITY
Any regular salaried employee of the Company or any
of its subsidiary companies shall be eligible to receive
options, stock appreciation rights and Restricted Stock Awards
under the Plan. Members of the Board of Directors of the
Company who are not employed in any other capacity as regular
salaried employees of the Company or of any subsidiary are not
eligible to receive options, stock appreciation rights and
Restricted Stock Awards under the Plan.
V. OFFERING TO DESIGNATED EMPLOYEES
Subject to the terms of the Plan, the Committee shall
have the authority to select the persons to whom options are to
be granted under the Plan (it being understood that more than
one option may be granted to the same person), the number of
shares to be subject to each such option, the option price of
such shares, the time or times when each option may be
exercised within the limits stated in this Plan, and other
terms of the option. An option, or a portion thereof, may be
an "incentive stock option" within the meaning of Section 422
of the Code (an "ISO") or an option that is not an ISO (a "Non-
Statutory Stock Option"), provided that no ISO may be granted
more than ten years after the date on which the stockholders of
the Company approve the amendment and statement of the Plan
providing for the grant of ISOs hereunder. The Committee shall
also have the authority, subject to the terms of the Plan, to
determine (i) whether stock appreciation rights are to be
granted in conjunction with an option and (ii) which employees
shall receive Restricted Stock Awards, the number of shares to
be subject to each such Award and the terms and conditions of
such Awards. Each option, stock appreciation right and
Restricted Stock Award issued under the Plan may in the
discretion of the Committee be covered by an agreement executed
on behalf of the Company and the Grantee. Each such Agreement
shall be in form approved by the Committee and shall contain
such restrictions, terms and conditions as the Committee may
require and as are not inconsistent with the provisions of the
Plan. Each option and stock appreciation right shall be deemed
to have been granted and shall take effect on the date that the
Committee approves the granting of the option or stock
appreciation right, or the date the Grantee enters the employ
of the Company or a subsidiary, whichever is later, regardless
of when the agreement or other document evidencing the option
or stock appreciation right is executed and delivered. Each
such agreement or other document shall be dated as of the date
the option, stock appreciation right or Restricted Stock Award
evidenced thereby is granted.
VI. PRICE
The option price shall not be less than 100% of the
fair market value of the Stock at the time the option is
granted; provided; however, that if an ISO shall be granted to
any person who, at the time such ISO is granted, who owns
capital stock possessing more than ten percent of the total
combined voting power of all classes of capital stock of the
Company (or of any parent or subsidiary) (a "Ten Percent
Holder"), the purchase price per share of Common Stock shall be
the price (currently
110% of Fair Market Value) required by the Code in order to
constitute an ISO. The fair market value at the time the
option is granted shall, for purposes of the Plan, be the mean
between the highest and lowest prices at which the Stock is
traded on the day on which the option is granted, as reflected
on the consolidated tape of New York Stock Exchange issues, or
if such date is not a trading day, on the first trading day
preceding such date. If there are no such sales of Stock on
the date the option is granted (or on the first trading day
preceding such date, if applicable) the mean between the bid
and the asked prices as reflected on the consolidated tape of
New York Stock Exchange issues at the close of the market on
such day shall be deemed to be the fair market value of the
Stock.
VII. EXERCISE OF OPTIONS
(a) The period during which an option may be
exercised shall be determined by the Committee at the time the
option is granted, except (but subject to Section 3) that
(i) an employee must continue in the
employ of the Company and/or one or more of
its subsidiaries for a period of not less
than one year after the date of grant of
the option before he may exercise such
option;
(ii) not more than 50% of the
total number of shares subject to his
option may be purchased by an employee
during the one-year period beginning on the
first anniversary of the date of grant of
the option;
(iii) except as otherwise provided
in Section 11, no option shall be
exercisable after the Grantee ceases to be
an employee of the Company; and
(iv) no option shall be
exercisable more than ten years after its
date of grant, provided, that if an ISO
shall be granted to a Ten Percent Holder,
such ISO shall not be exercisable more than
five years after its date of grant.
For purposes of the foregoing and Section 11, any
Grantee who shall retire from employment with the Company
and/or one or more of its subsidiaries prior to the first of
the month following his 65th birthday, and who at the time of
such retirement shall be committed to render consulting
services to the Company and/or one or more of its subsidiaries
pursuant to a contract which is approved by the Board of
Directors and which in the judgment of the Committee requires
that during the period of such contract he be obligated to
devote a substantial portion of his time to rendering such
services, shall, if the Committee so determines, be deemed for
purposes of the Plan to continue in the employment of the
Company and/or its subsidiaries so long as his obligation to
render consulting services under such contract shall continue
in effect, but not beyond three years from the date of his
retirement or ten years from the date of grant whichever shall
first occur.
Subject to the foregoing and Section 11, options may
be exercised from time to time in whole or in part. Each
exercise of an option shall be accomplished by giving written
notice of such exercise to the Treasurer of the Company,
specifying the
number of shares to be purchased and accompanied by payment in
full of the purchase price therefor (or arrangement made for
such payment to the satisfaction of the Company). An employee
to whom an option is granted shall be under no obligation
whatsoever to exercise it, and he may exercise the option or
not in his discretion.
(b) Payment for the options exercised shall be
either in (i) cash, or check, bank draft or money order
(collectively referred to as "cash") to the order of IMC Global
Inc. for an amount in United States dollars equal to the total
option price for the number of shares upon which options are
being exercised, or (ii) shares of Common Stock of the Company
(which shall be valued, for this purpose, at a price per share
which is the mean between the highest and lowest prices at
which the Stock is traded on the exercise date (or, if such
date is not a trading day, on the first trading day preceding
the exercise date), as reflected on the consolidated tape of
New York Stock Exchange issues, or if there are no such sales
of Stock on the exercise date (or on the first trading day
preceding such date, if applicable), the mean between the bid
and the asked prices as reflected on the consolidated tape of
New York Stock Exchange issues at the close of the market on
such date) with a value equal to or less than the total option
price, plus cash for an amount in United States dollars equal
to the amount, if any, by which the total option price exceeds
the value (determined as aforesaid) of such shares of Company
stock. Payment of the option exercise price in cash may be
made by a broker-dealer acceptable to the Company to whom the
optionee has submitted an irrevocable notice of exercise.
Payment of the option exercise price by shares of Common Stock
shall be either (A) by delivery of previously owned whole
shares of Common Stock (which the optionee has held for at
least six months prior to delivery of such shares and for which
the optionee has good title, free and clear of all liens), (B)
by authorizing the Company to withhold whole shares of Common
Stock which would otherwise be delivered upon exercise of the
option of (C) a combination of (A) and (B), in each case to the
extent set forth in the agreement relating to the option. The
Committee shall have sole discretion to disapprove of an
election pursuant to any of clauses (A)-(C) and in the case of
an optionee who is subject to Section 16 of the Exchange Act,
the Company may require that the method of making such payment
be in compliance with Section 16 and the rules and regulations
thereunder. The exercise date as used herein shall mean the
business day on which an optionee delivers written notice to
the Treasurer of the Company specifying the number of shares
the optionee then desires to purchase under options held by
such optionee.
Payment for shares exercised for Stock and/or cash
shall be delivered to the Treasurer of the Company not later
than the end of the third business day after the exercise date.
In the case of payment by delivery of previously owned shares
of Stock, such payment shall be made by delivery of the
necessary share certificates, with executed stock powers
attached, to the Treasurer of the Company or, if such
certificates have not yet been delivered to the optionee by
written notice to the Treasurer of the Company requesting that
the shares represented by such certificates be applied toward
payment as hereinabove provided.
(C) At the request of a participant, the Company may
satisfy any of its tax withholding obligations arising upon the
exercise of an option under Federal, State or other tax laws by
withholding from the number of shares to be delivered to the
Grantee that number of shares equal to the amount of such tax
to be withheld. Shares to be withheld under this Section 7 (C)
shall be valued in accordance with the provisions of Section
7(b) (ii) above. In the alternative, the Grantee may deliver
to the Company in whole or partial satisfaction of the
Company's tax withholding requirements, previously owned whole
shares of Common Stock (which the optionee has held for at
least six months prior to delivery of such shares and for which
the optionee has good title, free and clear of all liens),
which shares shall be valued for such purpose in accordance
with the provisions of Section 7(b) (ii) above. The Committee
shall have sole discretion to disapprove of an election or
request to withhold or deliver shares of Stock in order to
satisfy tax withholding obligations and in the case of an
optionee who is subject to Section 16 of the Exchange Act, the
Company may require that the method of satisfying such
obligations be in compliance with Section 16 and the rules and
regulations thereunder.
VIII. STOCK APPRECIATION RIGHTS
(a) Stock appreciation rights may be granted in
conjunction with all or part of any option granted under this
Plan, either at the time of the grant of such option or at any
subsequent time during the term of the option; provided,
however, that any stock appreciation right related to an ISO
shall be granted at the same time that such ISO is granted. A
"stock appreciation right" is a right to receive, without
payment to the Company, a number of shares of Common Stock of
the Company and/or cash, as provided in this Section 8, in lieu
of the purchase of shares under a related option. A stock
appreciation right shall terminate and no longer be exercisable
upon the termination of the related option. Stock appreciation
rights may be exercised, in accordance with subsection (b) of
this Section 8, by a Grantee by surrendering the related option
or applicable portion thereof. Upon such exercise and
surrender, the Grantee shall be entitled to receive an amount
determined in the manner prescribed in subsection (b) of this
Section 8. Options which have been so surrendered, in whole or
in part, shall no longer be exercisable to the extent the
related stock appreciation rights have been exercised.
(b) Stock appreciation rights shall be subject to
such terms and conditions not inconsistent with other
provisions of the Plan as shall be determined from time to time
by the Committee, which shall include the following:
(1) Stock appreciation rights shall be
exercisable at such time or times and only to the
extent that the option to which they relate shall be
exercisable in accordance with the provisions of
Section 7 and this Section 8 of this Plan.
(2) Upon the exercise of a stock appreciation
right, an optionee shall be entitled to receive an
amount equal to the excess of the fair market value
of one share of Common Stock over the option price
per share specified in the related option multiplied
by the number of shares in respect of which the stock
appreciation right shall have been exercised. If
shares of Common Stock are to be delivered for such
excess amount, the number of whole shares shall be
determined by dividing such excess amount by the fair
market value of one share of Common Stock on the date
of exercise of the stock appreciation right. No
fractional shares shall be issued upon exercise of
the stock appreciation right and no cash shall be
paid for such fractional shares. The fair market
value of Common Stock on the date of exercise of
stock
appreciation rights shall be determined in the same
manner as the fair market value of Common Stock on
the date of grant of an option is determined pursuant
to Section 6 hereof.
(3) The Committee shall have the sole
discretion to determine the form in which payment of
the amount described in paragraph (2) of this
subsection (b) will made (i.e., cash, Common Stock,
or any combination thereof).
(4) The obligation to make payments with
respect to stock appreciation rights shall not be
funded or secured in any manner.
(c) Upon the exercise of a stock appreciation right,
the option or part thereof to which such stock appreciation
right is related shall be deemed to have been exercised for the
purpose of the limitation of the number of shares of Common
Stock to be issued under the Plan as set forth in Section 3
hereof.
IX. RESTRICTED STOCK AWARDS
(a) Restricted Stock Awards are awards of restricted
shares of Common Stock which are subject to the terms,
conditions and restrictions contained in this Plan and in the
Award relating to such shares. Upon the grant of any
Restricted Stock Award, the awarded shares shall be registered
in the name of the Grantee as soon as reasonably practicable
after the award is made, but not until the Grantee has executed
an award agreement and any other documents which the Committee
in its absolute discretion may require. The awarded shares
shall be retained by the Treasurer of the Company, an escrow
holder, and the Grantee shall not be required to make any
payment of cash consideration for such Award. All such Awards
shall be contingent and the rights of the Grantee with respect
thereto prior to vesting or forfeiture as provided in this Plan
shall be only as set forth in this Plan.
(b) Unless and until the shares awarded to a Grantee
shall have vested as provided in this Section 9, but subject to
the provisions of Section 3 where applicable, such shares shall
not be sold, transferred or otherwise disposed of or pledged,
but the Grantee, after delivery of the shares to the escrow
holder, shall have the right to vote the shares and receive all
dividends and other distributions paid or made with respect
thereto.
(c) Each Restricted Stock Award shall be granted by
the Committee, in its absolute discretion, subject to the
provisions of the Plan, and shall contain such terms and
conditions as the Committee shall determine consistent with the
Plan, but in no event (except as provided in Section 3 hereto)
may any portion of a Restricted Stock Award vest prior to one
year after the date of grant.
(d) Upon the forfeiture of any share of Restricted
Stock in accordance with the provisions of the Plan, or the
terms and conditions of the Award, such share shall
automatically be transferred to and reacquired by the Company
at no cost to the Company.
(e) Vested Restricted Stock Awards shall be paid by
delivery to the Grantee of certificates for the appropriate
number of shares of Common Stock of the Company, registered in
his name, free of any restriction or condition other than such
restrictions on the resale of such Stock as the Committee, on
advice of counsel, may require, which restrictions may be
expressed, at the option of the Committee, in a legend on the
stock certificate, with appropriate instructions given to the
Company's transfer stock agent.
X. NECESSARY APPROVALS
Each option and stock appreciation right and
restricted Stock Award shall be subject to the requirement that
if at any time the Board of Directors shall determine, in its
discretion, that the listing, registration or qualification of
the shares subject to such option or stock appreciation right
or Restricted Stock Award upon any securities exchange or under
any state or federal law, or that the consent or approval of
any governmental authority, is necessary or desirable as a
condition of, or in connection with, the issuance or purchase
of shares under such option or upon exercise of such stock
appreciation right or the award, vesting or delivery of shares
covered by a Restricted Stock Award, such option or stock
appreciation right may not be exercised in whole or in part,
and such Restricted Stock Award shall not be made or vest, and
shares thereunder may not be delivered, as the case may be,
unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any
conditions not acceptable to the Board of Directors. Any
option or stock appreciation right may be exercised only in
accordance with the provisions of all applicable law.
XI. TERMINATION OF EMPLOYMENT
(a) If an employee ceases to be employed for any
reason, whether by his own volition or otherwise, except where
termination is due to death, total disability or retirement (as
defined in Section 11(c) of this Plan) of the employee, all
options and stock appreciation rights held by the employee
under this Plan shall be automatically canceled at the time of
termination of employment except that any such option and stock
appreciation right may be exercised by him within three months
after such termination (but not after the expiration of ten
years from the date of grant or after the expiration of any
other period for exercise made applicable by the Committee at
the time of grant) to the extent exercisable by him at the time
of such termination; provided, however, that in the case of an
ISO, the period of time after such termination of employment
shall not be greater than three months. If such an employee
dies within such three month period, any such right of exercise
of his option or stock appreciation right, respectively,
possessed by him on the date of his death shall be transferred
and may be exercised as provided in subsection (b) of this
Section, unless the option or stock appreciation right by its
terms shall provide otherwise.
(b) If an employee dies while in the employ of the
Company or any of its subsidiary companies, any option and
stock appreciation right held by him at the time of his death
shall be transferred as provided in his will or as determined
by the laws of descent and distribution, and may be exercised,
to the extent exercisable by him at the time or from time to
time within twelve months after the date of death (but not
after the expiration of ten years from the date of grant or
after the expiration of any other period for exercise made
applicable by the Committee at the time of grant) unless the
option or stock appreciation right by its terms shall provide a
shorter period of time during which the option or stock
appreciation right may be exercised after death.
(c) An employee whose employment terminates because of
total disability or retirement (as defined in this subsection)
may exercise his option and stock appreciation right, to the
extent exercisable by him at the time of such termination, at
any time or from time to time within three years after the
termination of his employment (but not after the expiration of
ten years from the date of grant or after the expiration of any
other period for exercise made applicable by the Committee at
the time of grant). If such a former employee dies, any such
right of exercise of his option or stock appreciation right
possessed by him on the date of his death shall be transferred
and may be exercised as provided in subsection (b) of this
Section unless the option or stock appreciation right by its
terms shall provide otherwise. "Retirement", for purposes of
this Plan, shall include termination of employment at a time
when the Grantee is entitled to a pension under any retirement
plan of the Company.
(d) If the employment of a Grantee terminates before a
Restricted Stock Award is vested in accordance with the Plan,
he shall automatically forfeit all shares of Stock then subject
to Restricted Stock Awards under the Plan, except to the extent
otherwise determined by the Committee in its sole discretion
before or after such termination.
XII. MISCELLANEOUS
(a) While an option or stock appreciation right is
unexercised, an employee shall have no voting rights or other
rights of stockholders with respect to shares which are subject
to his option or which he may receive upon exercise of his
stock appreciation right. Furthermore, no cash dividends shall
accrue or be payable with respect to any such shares. However,
an employee shall have full voting and other rights upon the
date on which the Committee determines that Stock will be
issued to him in connection with the exercise of the stock
appreciation right.
(b) Stock which is subject to options but has not yet
been purchased or which may be issued upon exercise of a stock
appreciation right has no subscription rights.
(c) No fractional shares of Stock shall be issued upon
exercise of an option or a stock appreciation right and in case
a fractional share shall become subject to an option or stock
appreciation right by reason of a stock dividend or otherwise,
the employee holding such option or stock appreciation right
shall not be entitled to exercise it with respect to such
fractional share.
(d) The rights granted to any employee pursuant hereto
shall be exercisable, during his lifetime, only by him or by
his guardian or legal representative and none of such rights
shall be subject to sale, hypothecation, assignment or pledge
or be transferable otherwise than by will or intestacy.
(e) No Grantee of an option, stock appreciation right or
Restricted Stock Award shall have any right to be retained in
the employ of the Company or a subsidiary thereof by virtue of
his participation in the Plan.
(f) This Plan, each option, stock appreciation right and
Restricted Stock Award hereunder and the related agreement, and
all determination made and actions taken pursuant thereto, to
the extent not otherwise governed by the Code or the laws of
the United States, shall be governed by the laws of the State
of Delaware and construed in accordance therewith without
giving effect to principles of conflicts of laws.
XIII. AMENDMENTS
Subject to any requirement of stockholder approval
required by applicable law, rule or regulation including Rule
16b-3 under the Exchange Act and Section 162(m) of the Code,
the Board of Directors shall have the power (I) to make such
changes in the Plan and in any option, stock appreciation right
or Restricted Stock Award previously granted under the Plan as
in the opinion of counsel to the Company may be necessary or
appropriate from time to time so that options granted under the
Plan will continue to be ISOs or Non-Statutory Stock Options,
as the case may be, under the Code as in existence from time to
time, and (ii) to make such other changes in the Plan and in
any option or stock appreciation right previously granted under
the Plan as from time to time the Board deems proper and in the
best interests of the Company provided, however, that no
amendment shall be made without stockholder approval if such
amendment would (a) increase the maximum number of shares of
Common Stock available under this Plan (subject to Section 3),
(b) reduce the minimum purchase price in the case of an option
or the base price in the case of a stock appreciation right,
(c) effect any change inconsistent with Section 422 of the Code
or (d) extend the term of this Plan. No amendment may impair
the rights of a holder of an outstanding award without the
consent of such holder.
XIV. EFFECTIVE DATE AND TERMINATION
(a) The Plan or any amendment hereto shall become
operative and in effect as of the date the Plan or any such
amendment is approved by the affirmative vote of a majority of
the shares of Common Stock present in person or represented by
proxy at the 1995 annual meeting of stockholders.
(b) The Plan shall remain in effect until termination by
action of the Board. Termination of this Plan shall not affect
the rights of employees under the options theretofore granted
to purchase Common Stock under the Plan, or the rights of
employees pursuant to stock appreciation rights and Restricted
Stock Awards theretofore granted under the Plan, and all such
options, stock appreciation rights and Restricted Stock Awards
shall continue in force and in operation after termination of
the Plan, except as they may be terminated through death or
other termination of employment in accordance with the terms of
the Plan.
XV. DEFINITIONS OF CERTAIN TERMS REFERENCED HERETO
IN THE PLAN
(a) Change in Control: The term "Change in Control" of
the Company when used in this Plan, shall mean, and be deemed
to have occurred as of the first day that any one or more of
the following conditions have been satisfied.
(1) the acquisition by any individual, entity or
group (a "Person"),including any "person" within
the meaning of Section 13(d)(3) or 14(d)(2) of
the Exchange Act, of beneficial ownership within
the meaning of Rule 13d-3 promulgated under the
Exchange Act, of 15% or more of either (i) the
then outstanding shares of common stock of the
Company (the "Outstanding Company Common Stock")
or (ii) the combined voting power of the then
outstanding securities of the Company entitled
to vote gnerally in the election of directors
(the "Outstanding Company Voting Securities");
excluding, however, the following: (A) any
acquisition directly from the Company (excluding
any acquisition resulting from the exercise of an
exercise, conversion or exchange privilege unless
the security being so exercised, converted or
exchanged was acquired directly from the Company;
(B) any acquisition by the Company, (C) any
acquisition by an employee benefit plan (or related
trust) sponsored or maintained by the Company or
any corporation controlled by the Company (D) any
acquisition by any corporation pursuant to a
transaction which complies with clauses (i), (ii)
and (iii) of subsection (3) of this definition;
(2) individuals who, as of the date hereof, constitute
the Board of Directors (the "Incumbent Board")
cease for any reason to constitute at least a
majority of such Board; provided that any
individual who becomes a director of the Company
subsequent to the date hereof whose election, or
nomination for election by the Company's
stockholders, was approved by the vote of at least
a majority of the directors then comprising the
Incumbent Board shall be deemed a member of the
Incumbent Board; and provided further, that any
individual who was intitially elected as a director
of the Company as a result of an actual or
threatened election contest, as such terms are used
in Rule 14a-11 of Regulation 14A promulgated under
the Exchange Act, or any other actual or threatened
solicitation of proxies or consents by or on behalf
of any Person other than the Board shall not be
deemed a member of the Incumbent Board;
(3) approval by the stockholders of the Company of a
reorganization, merger or consolidation or sale or
other disposition of allor substantially all of the
assets of the Company (a "Corporate Transaction");
exlcuding, however, a Corporate Transaction
pursuant to which (i) all or substantially all of
the individuals or entities who are the beneficial
owners, respectively, of the Outstanding Company
Common Stock and the Outstanding Company Voting
Securities immediately prior to such Corporate
Transaction will beneficially own, directly or
indirectly, more than 60% of, respectively, the
outstanding shares of common stock, and the
combined voting power of the outstanding securities
of such corporation entitled to vote generally in
the election of directors, as the case may be, of
the corporation resulting from such Corporate
Transaction (including, without limitation, a
corporation which as a result of such transaction
owns the Company or all or substantially all of the
Company's assets either directly or indirectly) in
substantially the same proportions relative to each
other as their ownership, immediately prior to such
Corporate Transaction, of the Outstanding Company
Common Stock and the Outstanding Company Voting
Securities, as the case may be, (ii) no Person
(other than: the Company: the corporation resulting
from such Corporation Transaction; and any Person
which beneficially owned, immediately prior to such
Corporate Transaction, directly or
indirectly, 25% or more of the Outstanding Company
Common Stock of the corporation resulting from such
Corporate Transaction or the combined voting power
of the outstanding securities of such corporation
entitled to vote generally in the election of
directors and (iii) individuals who were members of
the Incumbent Board will constitute at least a
majority of the members of the board of directors
of the corporation resulting from such Corporate
Transaction; or
(4) approval by the stockholders of the Company of a
plan of complete liquidation or dissolution of the
Company.
"Non-Statutory Stock Option" shall mean a stock option
which is not an ISO.
"Permanent and Total Disability" shall have the meaning
set forth in Section 22(e)(3) of the Code or any successor
thereto.
"Termination of Employment" shall mean the termination
of employment by IMC Global Inc. or the Company or its successor
company of an employee who is a participant in the Plan, that
occurs after a Change in Control (as herein defined) has occurred
and is not due to cause and is not voluntary. Termination shall
not be deemed to be voluntary if the employee elects to resign
because his or her position, responsibility, benefits, or
compensation have been adversely changed or diminished.
This definition is applicable to termination of
employment when used in the Plan only when the reference to
Section 16 appears along with it.
IN WITNESS WHEREOF, IMC Global Inc. has caused this
instrument as amended to be executed, effective as of
OCTOBER 19, 1995.
IMC GLOBAL INC.
By ALLEN C. MILLER
Allen C. Miller
Its Senior Vice President
(corporate seal)
ATTEST:
By LILA D. FREDENBURG
Lila D. Fredenburg
Its Assistant Secretary
EXHIBIT 5
January 12, 1996
IMC Global Inc.
2100 Sanders Road
Northbrook, Illinois 60062
Ladies and Gentlemen:
At the request of IMC Global Inc. (the "Company"), I have reviewed
such documents as I considered necessary for purposes of rendering
this opinion, including copies of resolutions of the Board of
Directors of the Company, a copy of the 1988 Stock Option and
Award Plan, as amended and restated effective October 19, 1995
(the "Plan"), and the Company's Form S-8 Registration Statement
related to the registration of 1,000,000 shares of Common Stock,
par value $1.00 per share (the "Shares"), of the Company in
connection with the Plan.
Based upon my examination of the foregoing and such other
corporate documents and proceedings as I have deemed relevant, it
is my opinion that the shares of Common Stock which are
distributed by the Company under the Plan, when distributed in
accordance with the terms and provisions of the Plan, are legally
issued, fully paid and nonassessable.
This opinion is limited to the General Corporation Law of the
State of Delaware and the laws of the United States of America. I
do not find it necessary for the purposes of this opinion to
cover, and accordingly express no opinion as to, the application
of the securities or blue sky laws of the various states to the
issuance and sale of the Shares.
I consent to the filing of this opinion as an exhibit to the
Company's Form S-8 Registration Statement.
Very truly yours,
Marschall I. Smith
By: Marschall I. Smith
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the IMC Global Inc. 1988 Stock
Option and Award Plan, as amended and restated, of our report
dated July 26, 1995, with respect to the consolidated financial
statements of IMC Global Inc. included in its Annual Report (Form
10-K) for the year ended June 30, 1995, filed with the Securities
and Exchange Commission.
ERNST & YOUNG LLP
Chicago, Illinois
December 26, 1995
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, being a Director and/or Officer of IMC
Global Inc., a Delaware corporation (the "Company"), hereby
constitutes and appoints Marschall I. Smith and Allen C. Miller
his or her true and lawful attorneys and agents, each with full
power and authority (acting alone and without the other) to
execute and deliver in the name and on behalf of the undersigned
as such Director and/or Officer, a Registration Statement on Form
S-8 under the Securities Act of 1933, as amended, with respect to
the registration of shares of the Common Stock, par value $1.00
per share, of the Company, together with the associated Preferred
Stock Purchase Rights of the Company, to be offered and sold under
the 1988 Stock Option and Award Plan, as amended and restated, and
to execute and deliver any and all amendments to such Registration
Statement, for filing with the Securities and Exchange Commission;
and in connection with the foregoing, to do any and all acts and
things and execute any and all instruments which such attorneys
and agents may deem necessary or advisable to enable the Company
to comply with the securities laws of the United States and of any
state or other political subdivision thereof. The undersigned
hereby grants unto such attorney and agents, and each of them,
full power of substitution and revocation in the premises and
hereby ratifies and confirms all that such attorneys and agents
may do or cause to be done by virtue of these presents.
Dated this 21st day of December, 1995.
WENDELL B. BUECHE
Wendell F. Bueche
POWER OF ATTORNEY
The undersigned, being a Director and/or Officer of IMC
Global Inc., a Delaware corporation (the "Company"), hereby
constitutes and appoints Marschall I. Smith and Allen C. Miller
his or her true and lawful attorneys and agents, each with full
power and authority (acting alone and without the other) to
execute and deliver in the name and on behalf of the undersigned
as such Director and/or Officer, a Registration Statement on Form
S-8 under the Securities Act of 1933, as amended, with respect to
the registration of shares of the Common Stock, par value $1.00
per share, of the Company, together with the associated Preferred
Stock Purchase Rights of the Company, to be offered and sold under
the 1988 Stock Option and Award Plan, as amended and restated, and
to execute and deliver any and all amendments to such Registration
Statement, for filing with the Securities and Exchange Commission;
and in connection with the foregoing, to do any and all acts and
things and execute any and all instruments which such attorneys
and agents may deem necessary or advisable to enable the Company
to comply with the securities laws of the United States and of any
state or other political subdivision thereof. The undersigned
hereby grants unto such attorney and
agents, and each of them, full power of substitution and
revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by
virtue of these presents.
Dated this 21st day of December, 1995.
RAYMOND F. BENTELE
Raymond F. Bentele
POWER OF ATTORNEY
The undersigned, being a Director and/or Officer of IMC
Global Inc., a Delaware corporation (the "Company"), hereby
constitutes and appoints Marschall I. Smith and Allen C. Miller
his or her true and lawful attorneys and agents, each with full
power and authority (acting alone and without the other) to
execute and deliver in the name and on behalf of the undersigned
as such Director and/or Officer, a Registration Statement on Form
S-8 under the Securities Act of 1933, as amended, with respect to
the registration of shares of the Common Stock, par value $1.00
per share, of the Company, together with the associated Preferred
Stock Purchase Rights of the Company, to be offered and sold under
the 1988 Stock Option and Award Plan, as amended and restated, and
to execute and deliver any and all amendments to such Registration
Statement, for filing with the Securities and Exchange Commission;
and in connection with the foregoing, to do any and all acts and
things and execute any and all instruments which such attorneys
and agents may deem necessary or advisable to enable the Company
to comply with the securities laws of the United States and of any
state or other political subdivision thereof. The undersigned
hereby grants unto such attorney and agents, and each of them,
full power of substitution and revocation in the premises and
hereby ratifies and confirms all that such attorneys and agents
may do or cause to be done by virtue of these presents.
Dated this 21st day of December, 1995.
FRANK W. CONSIDINE
Frank W. Considine
POWER OF ATTORNEY
The undersigned, being a Director and/or Officer of IMC
Global Inc., a Delaware corporation (the "Company"), hereby
constitutes and appoints Marschall I. Smith and Allen C. Miller
his or her true and lawful attorneys and agents, each with full
power and authority (acting alone and without the other) to
execute and deliver in the name and on behalf of the undersigned
as such Director and/or Officer, a Registration Statement on Form
S-8 under the Securities Act of 1933, as amended, with respect to
the registration of shares of the Common Stock, par value $1.00
per share, of the Company, together with the associated Preferred
Stock Purchase Rights of the Company, to be offered and sold under
the 1988 Stock Option and Award Plan, as amended and restated, and
to execute and deliver any and all amendments to such Registration
Statement, for filing with the Securities and Exchange Commission;
and in connection with the foregoing, to do any and all acts and
things and execute any and all instruments which such attorneys
and agents may deem necessary or advisable to enable the Company
to comply with the securities laws of the
United States and of any state or other political subdivision
thereof. The undersigned hereby grants unto such attorney and
agents, and each of them, full power of substitution and
revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by
virtue of these presents.
Dated this 21st day of December, 1995.
JAMES M. DAVIDSON
James M. Davidson
POWER OF ATTORNEY
The undersigned, being a Director and/or Officer of IMC
Global Inc., a Delaware corporation (the "Company"), hereby
constitutes and appoints Marschall I. Smith and Allen C. Miller
his or her true and lawful attorneys and agents, each with full
power and authority (acting alone and without the other) to
execute and deliver in the name and on behalf of the undersigned
as such Director and/or Officer, a Registration Statement on Form
S-8 under the Securities Act of 1933, as amended, with respect to
the registration of shares of the Common Stock, par value $1.00
per share, of the Company, together with the associated Preferred
Stock Purchase Rights of the Company, to be offered and sold under
the 1988 Stock Option and Award Plan, as amended and restated, and
to execute and deliver any and all amendments to such Registration
Statement, for filing with the Securities and Exchange Commission;
and in connection with the foregoing, to do any and all acts and
things and execute any and all instruments which such attorneys
and agents may deem necessary or advisable to enable the Company
to comply with the securities laws of the United States and of any
state or other political subdivision thereof. The undersigned
hereby grants unto such attorney and agents, and each of them,
full power of substitution and revocation in the premises and
hereby ratifies and confirms all that such attorneys and agents
may do or cause to be done by virtue of these presents.
Dated this 21st day of December, 1995.
RICHARD A. LENON
Richard A. Lenon
POWER OF ATTORNEY
The undersigned, being a Director and/or Officer of IMC
Global Inc., a Delaware corporation (the "Company"), hereby
constitutes and appoints Marschall I. Smith and Allen C. Miller
his or her true and lawful attorneys and agents, each with full
power and authority (acting alone and without the other) to
execute and deliver in the name and on behalf of the undersigned
as such Director and/or Officer, a Registration Statement on Form
S-8 under the Securities Act of 1933, as amended, with respect to
the registration of shares of the Common Stock, par value $1.00
per share, of the Company, together with the associated Preferred
Stock Purchase Rights of the Company, to be offered and sold under
the 1988 Stock Option and Award Plan, as amended and restated, and
to execute and deliver any and all amendments to such Registration
Statement, for filing with the Securities and Exchange Commission;
and in connection with the foregoing, to do any and all acts and
things and execute any and all instruments
which such attorneys and agents may deem necessary or advisable
to enable the Company to comply with the securities laws of the
United States and of any state or other political subdivision
thereof. The undersigned hereby grants unto such attorney and
agents, and each of them, full power of substitution and
revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by
virtue of these presents.
Dated this 21st day of December, 1995.
DAVID B. MATHIS
David B. Mathis
POWER OF ATTORNEY
The undersigned, being a Director and/or Officer of IMC
Global Inc., a Delaware corporation (the "Company"), hereby
constitutes and appoints Marschall I. Smith and Allen C. Miller
his or her true and lawful attorneys and agents, each with full
power and authority (acting alone and without the other) to
execute and deliver in the name and on behalf of the undersigned
as such Director and/or Officer, a Registration Statement on Form
S-8 under the Securities Act of 1933, as amended, with respect to
the registration of shares of the Common Stock, par value $1.00
per share, of the Company, together with the associated Preferred
Stock Purchase Rights of the Company, to be offered and sold under
the 1988 Stock Option and Award Plan, as amended and restated, and
to execute and deliver any and all amendments to such Registration
Statement, for filing with the Securities and Exchange Commission;
and in connection with the foregoing, to do any and all acts and
things and execute any and all instruments which such attorneys
and agents may deem necessary or advisable to enable the Company
to comply with the securities laws of the United States and of any
state or other political subdivision thereof. The undersigned
hereby grants unto such attorney and agents, and each of them,
full power of substitution and revocation in the premises and
hereby ratifies and confirms all that such attorneys and agents
may do or cause to be done by virtue of these presents.
Dated this 21st day of December, 1995.
THOMAS H. ROBERTS, JR.
Thomas H. Roberts, Jr.
POWER OF ATTORNEY
The undersigned, being a Director and/or Officer of IMC
Global Inc., a Delaware corporation (the "Company"), hereby
constitutes and appoints Marschall I. Smith and Allen C. Miller
his or her true and lawful attorneys and agents, each with full
power and authority (acting alone and without the other) to
execute and deliver in the name and on behalf of the undersigned
as such Director and/or Officer, a Registration Statement on Form
S-8 under the Securities Act of 1933, as amended, with respect to
the registration of shares of the Common Stock, par value $1.00
per share, of the Company, together with the associated Preferred
Stock Purchase Rights of the Company, to be offered and sold under
the 1988 Stock Option and Award Plan, as amended and restated, and
to execute and deliver any and all amendments to such Registration
Statement, for filing with the Securities and
Exchange Commission; and in connection with the foregoing, to do
any and all acts and things and execute any and all instruments
which such attorneys and agents may deem necessary or advisable
to enable the Company to comply with the securities laws of the
United States and of any state or other political subdivision
thereof. The undersigned hereby grants unto such attorney and
agents, and each of them, full power of substitution and
revocation in the premises and hereby ratifies and confirms all
that such attorneys and agents may do or cause to be done by
virtue of these presents.
Dated this 21st day of December, 1995.
JAMES D. SPEIR
James D. Speir
POWER OF ATTORNEY
The undersigned, being a Director and/or Officer of IMC
Global Inc., a Delaware corporation (the "Company"), hereby
constitutes and appoints Marschall I. Smith and Allen C. Miller
his or her true and lawful attorneys and agents, each with full
power and authority (acting alone and without the other) to
execute and deliver in the name and on behalf of the undersigned
as such Director and/or Officer, a Registration Statement on Form
S-8 under the Securities Act of 1933, as amended, with respect to
the registration of shares of the Common Stock, par value $1.00
per share, of the Company, together with the associated Preferred
Stock Purchase Rights of the Company, to be offered and sold under
the 1988 Stock Option and Award Plan, as amended and restated, and
to execute and deliver any and all amendments to such Registration
Statement, for filing with the Securities and Exchange Commission;
and in connection with the foregoing, to do any and all acts and
things and execute any and all instruments which such attorneys
and agents may deem necessary or advisable to enable the Company
to comply with the securities laws of the United States and of any
state or other political subdivision thereof. The undersigned
hereby grants unto such attorney and agents, and each of them,
full power of substitution and revocation in the premises and
hereby ratifies and confirms all that such attorneys and agents
may do or cause to be done by virtue of these presents.
Dated this 21st day of December, 1995.
BILLIE B. TURNER
Billie B. Turner
