Exhibit 10.1

TRANSITION AGREEMENT

THIS TRANSITION AGREEMENT (the “Agreement”) is entered into by and between THEODORE BUTZ (“You”) and FMC CORPORATION (the “Company”), a Delaware corporation, on December 22, 2010 (the “Effective Date”). Mr. Butz and the Company are referred to collectively herein as the “Parties.”

WHEREAS, you have served the Company in a position of substantial authority and responsibility;

WHEREAS, your employment with the Company will cease on February 28, 2011 (the “Termination Date”); and

WHEREAS, you and the Company desire to document your rights and obligations in connection with your cessation of employment.

NOW, THEREFORE, in consideration of the promises and the mutual agreements contained herein, the Parties agree as follows:

The Company agrees to employ you, and you agree to remain in employment with the Company, from the Effective Date until the Termination Date (the “Term”). During the Term, you will perform such duties as may reasonably be requested of you by the Company. Such duties may differ from your existing duties, so long as they are commensurate with your status as a Vice President of the Company. On the Termination Date, your service to the Company will terminate and you will be deemed to have resigned as of the Termination Date from any and all positions you hold with the Company or any affiliated entity.

During the Term, your compensation will not change, provided that no further equity awards will be granted to you and you will not participate in any annual or long-term incentive programs in respect of for any period beginning on or after January 1, 2011.

Following the conclusion of the Term, you will receive the payments, rights and benefits described in this Section 3; provided that the payments, rights and benefits described in this Section 3 are all subject to your compliance with all the terms of this Agreement (including, without limitation, Section 4 below) and are in lieu of, not in addition to, severance benefits under any other Company arrangement.

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The Company will pay or reimburse the cost of these services within 90 days following the submission of proper receipts, provided such receipts are submitted within 90 days after the costs are incurred and provided further that the costs are incurred no later than June 30, 2012.

The payments and benefits described in Section 3 above are expressly conditioned on your execution and delivery to the Company, within three days following your Termination Date, of a release in the form attached hereto as Exhibit B (the “Release”) and on that Release becoming irrevocable, provided however, that if you should predecease the Termination Date, your surviving spouse (or heirs, if she is also deceased) shall nevertheless be entitled to the payments and benefits described in this Section 3, upon execution of a similar Release which releases the same claims against the Company that she or they may be entitled to bring on your behalf.

The amounts payable under this Agreement are intended to be exempt from, or compliant with, the requirements of Section 409A of the Code and this Agreement should be interpreted accordingly. Any expense, reimbursement or in-kind benefit provided pursuant to this Agreement that constitutes a “deferral of compensation” within the meaning of Section 409A of the Code will be subject to the requirements of Treas. Reg. § 1.409A-3(i)(iv)(3), (4) and (5).

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(1) “Competing Business” means any company that directly competes with a major product line within the Company’s Specialty Chemicals Group.

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(2) “Proprietary Information” means any and all proprietary information developed or acquired by the Company or any of its subsidiaries or affiliates that has not been specifically authorized to be disclosed. Such Proprietary Information shall include, but shall not be limited to, the following items and information relating to the following items: (a) all intellectual property and proprietary rights of the Company, (b) computer codes and instructions, processing systems and techniques, inputs and outputs (regardless of the media on which stored or located) and hardware and software configurations, designs, architecture and interfaces, (c) business research, studies, procedures and costs, (d) financial data, (e) distribution methods, (f) marketing data, methods, plans and efforts, (g) the identities of actual and prospective suppliers and customers, (h) the terms of contracts and agreements with, the needs and requirements of, and the Company’s or its affiliates’ course of dealing with, actual and prospective suppliers and customers, (i) personnel information, (j) customer and vendor credit information, and (k) information received from third parties subject to obligations of non-disclosure or non-use. Failure by the Company or its affiliates to mark any of the Proprietary Information as confidential or proprietary will not affect its status as Proprietary Information.

(d) Acknowledgements. You acknowledge that the Restrictive Covenants are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the duration and scope of the Restrictive Covenants are reasonable given the nature of this Agreement and your position within the Company. You further acknowledge that the Company would not have entered into this Agreement or agreed to provide the compensation described herein absent your agreement to be bound by the Restrictive Covenants.

(e) Remedies and Enforcement.

(1) Specific Enforcement. You acknowledge that any breach by you, willfully or otherwise, of the Restrictive Covenants will cause continuing and irreparable injury to the Company or its affiliates for which monetary damages would not be an adequate remedy. You shall not, in any action or proceeding to enforce any of the provisions of this Agreement, assert the claim or defense that such an adequate remedy at law exists. In the event of any such breach or threatened breach by you of any of the Restrictive Covenants, the Company or its affiliates, as applicable, shall be entitled to injunctive or other similar equitable relief in any court, without any requirement that a bond or other security be posted, and this Agreement will not in any way limit remedies of law or in equity otherwise available to the Company and its affiliates.

(2) Judicial Modification. If any court determines that any of the Restrictive Covenants, or any part thereof, is unenforceable because of the duration or scope of such provision, such court shall have the power to modify such provision and, in its modified form, such provision will then be enforceable.

(3) Accounting. If you breach any of the Restrictive Covenants, the Company or its affiliates, as applicable, will have the right and remedy to require you to account for and pay over to the Company or its affiliates, as applicable, all compensation, profits, monies, accruals, increments or other benefits derived or received by you as the result of such breach. This right and remedy will be in addition to, and not in lieu of, any other rights and remedies available to the Company and its affiliates under law or in equity.

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(4) Enforceability. If any court holds the Restrictive Covenants unenforceable by reason of their breadth or scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the right of the Company and its affiliates to the relief provided above in the courts of any other jurisdiction within the scope of the Restrictive Covenants.

(5) Disclosure of Restrictive Covenants. You agree to disclose the existence and terms of the Restrictive Covenants to any employer that you may work for during the Restricted Period.

(6) Extension of Restricted Period. If you breach Section 6(a) in any respect, the restrictions contained in that section will be extended for a period equal to the period that you were in breach.

FMC Corporation

1735 Market Street

Philadelphia, PA 19103

Attn: General Counsel

Any notice or other information to be provided to you will be delivered by hand or sent by overnight delivery, return receipt requested, to your most recent address on file with the Company.

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IN WITNESS WHEREOF, the Parties have each executed this Agreement on the day and year set forth below their respective signatures.

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Exhibit A

EQUITY AWARDS

1. Otherwise unvested Stock Options subject to continued vesting and extended post-termination exercise rights under Section 3(a):

2. Currently vested Stock Options subject to extended post-termination exercise rights under Section 3(b):

Any stock option not listed on this schedule and that is outstanding on the Termination Date will be forfeited at that time.

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Exhibit B

RELEASE

THIS RELEASE is made by THEODORE BUTZ (the “Executive”) on this      day of March, 2011.

WHEREAS, the Executive’s employment as an executive of FMC Corporation (the “Company”) has terminated; and

WHEREAS, pursuant to the Transition Agreement by and between the Company and the Executive dated             , 2010 (the “Agreement”), the Company has agreed to pay the Executive certain amounts and to provide him with certain rights and benefits, subject to his execution of this Release.

NOW THEREFORE, in consideration of these premises and intending to be legally bound hereby:

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IN WITNESS WHEREOF, the Executive has executed this Release on the day and year first above written.

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