Exhibit 99.1
MEMORANDUM OF AGREEMENT effective and entered into as of the ____ day of
____________, 20__.
BY AND BETWEEN:
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(hereinafter called the "Eligible Director")
AND: POTASH CORPORATION OF SASKATCHEWAN INC.,
a Saskatchewan corporation
(hereinafter called the "Corporation")
WHEREAS the Corporation has adopted the Potash Corporation of
Saskatchewan Inc. Deferred Share Unit Plan for Non-Employee Directors (the
"Plan"); and
WHEREAS the Eligible Director wishes to have Share Units credited to
the account maintained on his or her behalf in the books of the Corporation and
to be offered the possibility of deferring the payment of all or part of his or
her Annual Retainer Fees and/or any other fees payable in respect of serving as
an Eligible Director.
NOW, THEREFORE, THIS AGREEMENT DOES WITNESS AS FOLLOWS:
1. The preamble hereto shall form a part hereof as if herein recited at length.
2. The Eligible Director acknowledges having received a copy of the Plan, which
is annexed hereto as Schedule "A" and is incorporated herein as if recited at
length, and acknowledges having reviewed and understood the provisions of the
Plan. The Eligible Director hereby agrees to be bound by all of the terms and
conditions set forth in the Plan. In the event of any conflict or inconsistency
between the provisions of this agreement and those of the Plan, the provisions
of the Plan shall prevail and override the provisions of this agreement.
3. The Eligible Director acknowledges that the Corporation will maintain in its
books and records an account in his or her name, recording at all times the
number of Share Units, if any, standing to his or her credit.
4. The Eligible Director acknowledges that Share Units may be awarded in the
following circumstances and on the following conditions:
a) Discretionary Grant of Deferred Share Units
Subject to confirmation by the Board, the Committee may recommend that
Share Units be awarded to the Eligible Director and shall recommend
the number of Share Units to be awarded. The Committee shall, subject
to confirmation by the Board, recommend the effective date of each
grant of Share Units and each grant shall be confirmed in writing to
the Eligible Director.
b) Election for Deferral of Annual Retainer Fees and/or Other Fees
Payable in Respect of Serving as an Eligible Director
The Eligible Director may elect, with respect to any particular
calendar year, to be paid up to 100% of his or her Annual Retainer
Fees and other fees payable in respect of serving as an Eligible
Director otherwise payable in cash in that calendar year in the form
of Share Units. Such election shall be made as follows:
(i) In order to elect to participate in the Plan with respect to any
particular calendar year, the Eligible Director shall, on or before
the date that is the last business day of the calendar year ending
immediately before the particular calendar year to which the Annual
Retainer Fees and/or other fees payable in respect of serving as an
Eligible Director relate (the "Election Expiry Date"), complete and
deliver to the Corporation a written election specifying, in
percentage form (the "Elected Percentage"), the extent to which the
Eligible Director elects to participate in the Plan for the particular
calendar year. Such election shall be in the form of the election
notice annexed hereto as Schedule "B" and may be revoked or modified
if written notification of such revocation or modification is received
before the Election Expiry Date. Subject to confirmation by the Board,
the Committee may substitute a new date for the Election Expiry Date,
provided that such new date shall apply solely to the Annual Retainer
Fees and/or other fees payable in respect of serving as an Eligible
Director earned for services rendered after such new date.
(ii) In order to elect to participate in the Plan in the calendar year
in which the Eligible Director is first elected or appointed to the
Board, the Eligible Director shall, before the earlier of: (a) the
date that is thirty (30) days after the date the Eligible Director is
first elected or appointed to the Board; and (b) the last business day
of the particular Quarter in which the Eligible Director is first
elected or appointed to the Board, complete and deliver to the
Corporation a written election specifying the Eligible Director's
Elected Percentage. Such election may be revoked or modified if
written notification of such revocation or modification is received by
the Corporation before the expiry of the aforesaid period.
5. The Eligible Director acknowledges that:
(a) he or she shall have no claim or right to any common shares of the
Corporation deliverable in payment of Share Units granted pursuant to
the Plan;
(b) under no circumstances shall Share Units be considered common shares
of the Corporation nor shall they entitle the Eligible Director to
exercise any voting rights or any other rights attaching to the
ownership of the common shares of the Corporation, nor shall the
Eligible Director be considered the owner of the common shares of the
Corporation; and
(c) neither the Plan nor any grant of Share Units thereunder shall be
construed as granting the Eligible Director a right to be retained as
a member of the Board or as a member of the Board of directors of any
subsidiary or a claim or right to any future grants of Share Units.
6. This agreement shall remain in full force and effect until all the Share
Units credited to the Eligible Director's account have been settled. Following
the Eligible Director's Termination of Board Service, the Share Units shall be
settled on the fourth business day following the release of the Corporation's
quarterly or annual results immediately following such Termination of Board
Service. In no event shall the Entitlement Date occur later than the end of the
first calendar year commencing after Termination of Board Service by the
Eligible Director. Share Units shall be paid to the Participant no later than
the end of the first calendar year commencing after Termination of Board Service
by the Participant. The Share Units will be settled in cash or Common Shares, as
directed by the Committee and approved by the Board.
7. NOTICES
All notices, requests, consents and other communications required or
permitted to be given hereunder or under the Plan shall be in writing and either
delivered by messenger or sent by pre-paid registered mail, and shall be deemed
given when so delivered by messenger or four (4) business days following the
sending thereof by pre-paid registered mail, as follows:
7.1 if to the Eligible Director, to:
7.2 if the Corporation, to:
Potash Corporation of Saskatchewan Inc.
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Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: S. Gizen, Corporate/Securities Administrator
or to such other person or address as any party shall designate by notice in
writing to the other in accordance herewith. In the event of postal strike or
other mail service interruption, existing or threatened, all notices shall be
delivered by messenger.
8. GENERAL
8.1 All terms not defined herein shall have the meaning ascribed to
them in the Plan.
8.2 This agreement shall be governed by and construed and enforced in
accordance with the laws of the Province of Saskatchewan and the
federal laws of Canada applicable therein.
8.3 This agreement, inclusive of the Plan, embodies the entire
agreement and understandings of the parties hereto in respect of
the subject matter hereof and supersedes all prior
correspondence, proposals, promises, representations,
understandings and agreements relating to such subject matter.
8.4 This agreement and the rights of the Eligible Director hereunder
and under the Plan, may not be assigned or transferred by the
Eligible Director, except in accordance with the provisions of
the Plan. The Corporation may assign its rights and its
obligations hereunder in connection with any merger,
consolidation, sale, transfer, liquidation or other disposition
of all or substantially all of its business or assets, provided
that its obligations hereunder shall be assumed by its successors
or assigns, whether by merger, consolidation, sale, transfer,
liquidation or such other disposition.
8.5 This agreement may be amended, modified or cancelled, and the
terms and covenants hereof may be waived, only by a written
instrument executed by all of the parties hereto, or, in the case
of a waiver, by the party waiving compliance. The failure of any
party at any time or times to require performance of any
provision hereof shall in no manner affect its right at a later
time to enforce the same. No waiver by any party of the breach of
any term or covenant contained in this agreement, whether by
conduct or otherwise, in any one or more instances, shall be
deemed to be, or construed as, a further or continuing waiver of
such term or covenant or as a waiver of any other term or
covenant contained in this agreement.
8.6 This agreement shall be binding upon, and shall enure to the
benefit of, the parties hereto and their respective heirs,
executives, successors and permitted assigns.
8.7 The parties hereto undertake and agree to execute such further
deeds, documents and agreements and to do all things (including,
without limitation, the passing of resolutions) that may be
necessary or useful for the purpose of giving effect to the
provisions of this agreement.
IN WITNESS WHEREOF, the parties have executed this agreement as of the
date first above written.
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[ELIGIBLE DIRECTOR]
POTASH CORPORATION OF SASKATCHEWAN INC.
Per:
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