AGREEMENT

 

                                                          EXHIBIT 10.72
                                   
                            NON-COMPETITION
                               AGREEMENT

          This Agreement made February 29, 1996, between IMC Global
Inc., a Delaware corporation ("Company") and Robert E. Fowler, Jr.
("Employee").

          WHEREAS, the Company and The Vigoro Corporation, a Delaware
corporation, ("Vigoro") expect to complete a transaction on March 1,
1996 whereby Vigoro will become a wholly-owned subsidiary of the
Company; and

          WHEREAS, the Company desires to have the use of and access to
and to protect valuable confidential information relating to the
businesses of the Controlled Group in Employee's possession and other
confidential information which Employee may acquire during employment
by any Employer; and

          WHEREAS, the Company has concluded that it is therefore in
the best interest of the Company to provide incentives for Employee to
become employed in the Controlled Group and to secure Employee's
agreement to limitations on Employee's future business activities in
order to protect the Controlled Group from injury that would occur if
the confidential information became available to and could be used by a
competitor of any member of the Controlled Group;

          NOW, THEREFORE, for valuable consideration which the parties
acknowledge and in consideration of the mutual covenants and agreements
contained herein, the Employee and the Company agree as follows:

          1.   Definitions. Each term defined herein shall be given its
defined meaning wherever used in this Agreement, unless the context
requires otherwise.

          "Vigoro" means Vigoro and its Subsidiaries, as they may exist
from time to time, during Employee's employment with Vigoro or with the
Company or its affiliates in the Controlled Group.

          "Cause" means (i) the engaging by the Employee in willful and
intentional conduct which has caused demonstrable and serious injury to
the Company, monetary or otherwise; (ii) conviction of, or plea of nolo
contendere by, the Employee for any felony; (iii) criminal conviction
of, or plea of nolo contendere by, the Employee for any other offense
involving dishonesty, breach of trust or moral turpitude; (iv) a breach
of fiduciary duty by the Employee involving personal profit; or (v)
willful refusal by the Employee to perform his duties or
responsibilities (unless significantly changed without the Employee's
consent), or gross negligence by the Employee in the
performance of such duties; provided, however, that the Employee shall
have 30 days, or such longer period as the Company may determine to be
appropriate, after written notice by the Company, to cure any conduct
or act, if curable, alleged in such notice to provide grounds for
termination of the Employee's employment for Cause.

          "Controlled Group" means the Company and all affiliates of
the Company determined under Sections 414(b),(c),(m) and (o) of the
Internal Revenue Code of 1986, as amended.

               "Effective Date" means the date first set forth above.

          "Employer" means the Company and Subsidiary or other member
of the Controlled Group which employs Employee on or after the
Effective Date.

          "Good Reason" for termination of employment by an Employee
shall mean any of the following:

          (a)  the failure by the Employer to (i) maintain the
          Employee's Base Salary at an annual rate equal to the
          rate in effect immediately prior to the Effective Date,
          or as may be increased from time to time by the Employer
          in accordance with regular practices of the Company
          thereafter with respect to employees with comparable
          duties; provided, however, that Good Reason shall not
          exist as the result of any decrease in Base Salary if
          such decrease is incident to a general reduction applied
          to all senior corporate officers and other key employees
          of all members of the Controlled Group on a
          proportionate and nondiscriminatory basis; (ii) provide
          for continued participation on a comparable basis by the
          Employee in an annual bonus plan maintained by the
          Company or its Subsidiaries in which employees with
          comparable duties participate; (iii) provide for
          participation in stock option and other equity incentive
          plans or programs maintained by the Company or its
          Subsidiaries or any other member of the Controlled Group
          from time to time in which employees with comparable
          duties participate; (iv) provide for participation in
          all Company or Subsidiary sponsored group or executive
          medical, dental, life, disability, retirement, profit-
          sharing, thrift, nonqualified and deferred compensation,
          and other plans maintained by the Company or its
          Subsidiaries to the same extent as employees with
          comparable duties participate; (v) provide vacation and
          perquisites substantially equivalent to those provided
          by the Company or Subsidiaries to employees with
          comparable duties; or (vi) obtain the express
          unconditional assumption of this Agreement as required
          by Section 9; or

          (b)  any Employer changes the Employee's primary
          employment location to a location that is more than 50
          miles from 225 North Michigan Avenue, Chicago, Illinois;
          provided, however, that the relocation of Employee on a
          nondiscriminatory basis for bona fide business reasons
          shall not constitute Good Reason hereunder; or

          (c)  a significant adverse change, without the
          Employee's written consent, in working conditions or
          status, including but not limited to (i) a significant
          adverse change in the nature or scope of the Employee's
          authority, powers, functions, duties or
          responsibilities; provided, however, a change in the
          Company's status such that it no longer has any equity
          securities registered under Section 12(b) or 12(g) of
          the Securities Exchange Act of 1934, as amended, or that
          it is a subsidiary of another entity and directly
          results in changes in the nature or scope of the
          Employee's authority, powers, functions, duties or
          responsibilities shall not in and of itself constitute
          Good Reason hereunder, or (ii) a reduction in the level
          of support services, staff, secretarial and other
          assistance, office space and accouterments available to
          a level below that reasonably necessary for the
          performance of such duties.

          "Non-Competition Period" shall commence on the date
Employee's employment is terminated after the Effective Date and
continue for a period of

          (a)  Three years, if a Severance Event Occurs on or before
     the first anniversary of the Effective Date;

          (b)  Two years, if a Severance Event occurs after the first
     anniversary of the Effective Date and on or before the second
     anniversary thereof; and

          (c)  One year, if a Severance Event occurs after the second
     anniversary of the Effective Date and on or before the third
     anniversary thereof or if Employee's employment is terminated for
     a reason other than a Severance Event.

          (d)  If Employee is not hired by the Company within thirty
     (30) days after the completion of the transaction whereby Vigoro
     has become a wholly-owned subsidiary of the Company, the "Non-
     Competition Period" shall commence on the Effective Date and
     continue for a period of three years.

          "Severance Event" shall be deemed to have occurred if, and
only if, as of or after the Effective Date, but prior to the expiration
of the Severance Period, termination of Employee's employment with the
Company occurs, and such termination is:

               (a)  Employer-initiated for reasons other than Cause;

          (b)  Employee-initiated within ninety (90) days after the
               Employee first has or should have knowledge that Good
               Reason exists; or

          (c)  Employee-initiated on or after Employee has attained age
               sixty (60).

          "Severance Period" means a period of three (3) years from and
after the Effective Date.

          "Subsidiary" means any corporation of which the securities
having a majority of the ordinary voting power in electing the board of
directors are, at the time of such determination, owned by the Company
or another Subsidiary.

          2. Proprietary Rights.

     (a)  Employee acknowledges that each employer and other members of
the Controlled Group has exclusive ownership of all information useful
in its business (including its dealings with suppliers, customers and
other third parties, whether or not a true "trade secret"), which at
the time or times concerned is not generally known to persons outside
of the Controlled Group engaged in businesses similar to those
conducted by such entities, and which has been or is from time to time
disclosed to, discovered by, or otherwise known by Employee as a
consequence of his employment by the Employer (including information
conceived, discovered or developed by Employee during his employment)
(collectively, "Confidential Information").  Confidential Information
includes, but is not limited to the following especially sensitive
types of information:

          (i)  The identity, purchase and payment patterns of, and
special relations with, customers;

          (ii) The identity, net prices and credit terms of, and
special relations with, the suppliers;

          (iii)Inventory selection and management techniques;

          (iv) Product development and marketing plans; and

          (v)  Finances except to the extent publicly disclosed.

          (b)  The term "Proprietary Materials" shall mean all business
records, documents, drawings, writings, software, programs and other
tangible things which were or are created or received by or for the
Employer and other members of the Controlled Group in furtherance of
its business, including, but not limited to, those which contain
Confidential Information.  For example, Proprietary Materials include,
but are not limited to, the following especially sensitive types of
materials: applications software, the data bases of Confidential
Information maintained in connection with such software, and printouts
generated from such data bases; market studies and strategic plans;
customer, supplier and employee lists; contracts and correspondence
with customers and suppliers; documents evidencing transactions with
customers and suppliers, sales calls reports, appointment books,
calendars, expense statements and the like, reflecting conversations
with any company, customer or supplier; architectural and engineering

plans; and purchasing, sales and policy manuals.  Propriety Materials
also include, but are not limited to, any such things which are created
by Employee or with Employee's assistance and all notes, memoranda and
the like prepared using the Proprietary Materials and/or Confidential
Information.

          (c)  While some of the information contained in Proprietary
Materials may have been known to Employee prior to employment with an
Employer, or may now or in the future be in the public domain, Employee
acknowledges that the compilation of that information contained in the
Proprietary Materials has or will cost the Employer and other members
of the Controlled Group a great effort and expense, and affords persons
to whom Proprietary Materials are disclosed, including Employee, a
competitive advantage over persons who do not know the information or
have the compilation of the Proprietary Materials.  Employee further
acknowledges that Confidential Information and Proprietary Materials
include commercially valuable trade secrets and automatically become
the Company's exclusive property when they are conceived, created or
received.

          3. Confidentiality Duties. Employee shall, except as may be
required by law, while an employee of the Company and thereafter for
the longest time permitted by applicable law.

          (a) Comply with all instructions of the Company and the
Employer (whether oral or written) for preserving the confidentiality
of Confidential Information and Proprietary Materials.

          (b) Use Confidential Information and Proprietary Materials
only at places designated by the Company or the Employer, in
furtherance of businesses of the Employer and other members of the
Controlled Group, and pursuant to directions of the Company or the
Employer.

          (c) Exercise appropriate care to advise other employees of
the Company and the Employer (and, as appropriate, subcontractors) of
the sensitive nature of Confidential Information and Proprietary
Materials prior to their disclosure, and to disclose the same only on a
need-to-know basis.

          (d) Not copy all or any part of Proprietary Materials, except
as the Company or the Employer directs.

          (e) Not sell, give, loan or otherwise transfer any copy of
all or any part of Proprietary Materials to any person who is not an
employee of or otherwise engaged to provide services to the Company or
the Employer, except as the Company directs.

          (f) Not publish, lecture on or otherwise employee of the
Company, except as the Company or the Employer directs, all or any part
of Confidential Information or Proprietary Materials.

          (g) Not use all or any part of any Confidential Information
or Proprietary Materials for the benefit of any third party without the
Company's written consent.

Upon the termination of employment for whatever reason, Employee (or in
the event of death, Employee's personal representative) shall promptly
surrender to the Company the original and all copies of Proprietary
Materials (including all notes, memoranda and the like concerning or
derived therefrom), whether prepared by Employee or others, which are
then in Employee's possession or control.  Records of payments made by
the Company or any Employer to or for the benefit of Employee,
Employee's copy of this Agreement and other such things, lawfully
possessed by Employee which relate solely to taxes payable by Employee,
employee benefits due to Employee or the terms of Employee's employment
with the Company or any Employer, shall not be deemed Proprietary
Materials for purposes of this Section 3.

     4. Non-Competition.

          (a)  During Employee's employment with the Company, or any
other members of the Controlled Group, Employee shall not, in any way,
directly or indirectly, manage, operate, control (or participate in any
of the foregoing), accept employment or a consulting position with or
otherwise advise or assist or be connected with or directly or
indirectly own or have any other interest in or right with respect to
(other than through ownership of more than 5% of the outstanding shares
of a corporation's stock which is listed on a national securities
exchange) any enterprise (other than for the Company or any other
member of the Controlled Group) which competes with Company or its
affiliates in the Controlled Group.

          (b) During the Non-competition Period, Employee shall not
render employment or consulting services to any business enterprise in
North America (except to the Company or any member of its Controlled
Group) in a capacity in which Employee will directly supervise a
business which is directly competitive with the business which Employee
supervised during the one year period preceding the Severance Event.

          (c) Employee recognizes that the foregoing limitation are
reasonable and properly required for the adequate protection of the
business of the Company, the Employers and the members of the
Controlled Group.  If any such limitation are deemed to be unreasonable
by a court having jurisdiction of the matter and parties, Employee
hereby agrees and submits to the reduction of any such limitations to
such territory or time as to such court shall appear reasonable.

          (d) Employee agrees that the remedy at law for any breach of
the provisions of Sections 2 or 3 or this Section 4 shall be inadequate
and that the Company and any Employer shall be entitled to injunctive
relief in addition to any other remedies it may have.

               5. Payments

          (a)  If Employee's employment is terminated because of a
Severance Event, the Employer shall pay the Employee:

               (i) If the Severance Event occurs on or before the first
anniversary of the Effective Date, $2,370,000, in thirty-six (36)
monthly installments;

               (ii) If the Severance Event occurs after the first
anniversary of the Effective Date and on or before the second
anniversary, $1,580,000, in twenty-four (24) monthly installments; and

               (iii) If the Severance Event occurs after the second
anniversary of the Effective Date and on or before the third
anniversary, $790,000, in twelve (12) monthly installments.

In each case the first installment shall be due or the first day of the
month following the month in which the Severance Event occurs and
subsequent installments shall be due on the first day of each
succeeding month until all installments have been paid.

          (b)  The Company has assessed the reasonableness of the
payments provided for herein and believes that the amounts provided are
both reasonable in the light of the benefits secured for the Company by
this Agreement and related to the business of the Company.

          (c)  In the event that Employee is not hired by the Company
within thirty (30) days after the completion of the transaction whereby
Vigoro has become a wholly-owned subsidiary of the Company ("the
Transaction"), the Company shall pay the Employee the amount provided
in Section 5(a)(i) in installments as provided therein.  The first
installment shall be due on the first day of the first month beginning
more than thirty (30) days following the completion of the Transaction
and subsequent installments shall be due on the first day of each
succeeding month until all installments have been paid.

          6.  Obligation of Employer.  The Company agrees to cause
Employee's Employer at the time of the Severance Event to make all
payments required hereunder to be made to Employee, and agrees that the
liability for making such payments and providing such benefits shall be
the sole and exclusive obligation of such Employer, provided, however,
that the foregoing notwithstanding, in the event that such benefits are
not so paid by the Employer and in the case of payments made pursuant
to Section 5(c), such payments shall be paid or caused to be paid by
the Company.

          7.  Enforcement.  In the event the Company or the Employer
shall fail to pay to an Employee or successor any amounts due under
this Plan or under any of the plans, programs or arrangements referred
to herein as they come due, the Company and the Subsidiaries shall pay
interest on such amount at the prime rate of interest as from time to
time published in The Wall Street Journal ("Midwest Edition) until
paid.

          8.  Non-assignment.  Except as may be required by applicable
law, the payments which may become due to Employee shall not at any
time be subject in any manner to anticipation, alienation, sale,

transfer, assignment, pledge, encumbrance, charge, garnishment,
execution, or levy of any kind, either voluntary or involuntary,
including any such liability which is for alimony or other payments for
the support of a spouse or former spouse, or for any other relative of
the Employee, prior to actually being received by Employee; and any
attempt to anticipate, alienate, sell, transfer, assign, pledge,
encumber, charge or otherwise dispose of any right to benefits payable
hereunder shall be void.

          9.  Assumption.  This Agreement shall inure to the benefit
of, and be binding upon, the successors and assignees of the Company
and each Employer.  The Company and each Employer shall require any
successor or assignee, whether direct or indirect, by purchase, merger,
consolidation or otherwise, to all or substantially all the business or
assets of the Company or any Employer, expressly and unconditionally to
assume and agree to perform the Company's obligations of such
Employer's obligations under this Agreement.

          10.  Enforcement.  The provisions of this Agreement shall be
regarded as divisible, and if any of the provision or any part of the
Agreement is declared invalid or unenforceable by a court of competent
jurisdiction, the validity and enforceability of the remainder of the
provisions or parts of the Agreement and the applicability thereof
shall not be affected.

          11.  Amendment.  This Agreement may not be amended or
modified at anytime except by written instrument executed by the
Company and the Employee.

          12.  Withholding.  The Employer shall be entitled to withhold
from amounts to be paid to the Employee hereunder any federal, state or
local withholding or other taxes or charges which it is from time to
time required to withhold.  The Company shall be entitled to rely on an
opinion of counsel if any question as to the amount or requirement of
any such withholding shall arise.

          13.  Governing Law: Arbitration.  It is Agreement and the
rights and obligations hereunder shall be governed by and construed in
accordance with the laws of the State of Illinois.  Any dispute arising
out of this Agreement shall be determined by arbitration under the
commercial arbitration rules of the American Arbitration Association
then in effect and judgment upon any award pursuant to such arbitration
may be enforced in any court having jurisdiction thereof.  The place of
arbitration shall be in the city with population of 100,000 or more
nearest to the Employee's place of employment immediately prior to the
Severance Event, or in the nearest state or provincial capital if it is
closer to such place of employment than is such city; provided that, in
the case of payments claimed to be due under Section 5(c), the place of
arbitration shall be in Chicago, Illinois.

          14.  Notice.  Notices given pursuant to this Agreement shall
be in writing and shall be deemed given when received and if mailed,
shall be mailed by registered or certified mail, return receipt
requested, addressee only, postage prepaid, if to the Employer to IMC

Global Inc., 2100 Sanders Road, Northbrook, Illinois 60062, Attention
Marshall I. Smith, Senior Vice President and General Counsel, or if to
the Employee, at the address set forth below the Employee's signature
line of this Agreement, or to such other address as to the party to be
notified shall have given to the other.

          15.  No waiver. No waiver by either party at any time of any
breach by the other party of, or compliance with, any condition or
provision of this Agreement to be performed by the other party shall be
deemed a waiver of similar or dissimilar provision or condition at the
same time or any prior or subsequent time.

          16.  Certain Rules of Construction. No party shall be
considered as being responsible for the drafting of this Agreement for
the purpose of applying any rule construing ambiguities against the
drafter or otherwise.  No draft of this Agreement shall be taken into
account in construing this Agreement.  The headings in this Agreement
are for reference only and shall not affect the meaning or
interpretation of any provision of this Agreement.

          IN WITNESS WHEREOF, the parties have executed this agreement
as the day and year first written above.

 /s/ Robert E. Fowler, Jr.         IMC GLOBAL INC.
Robert E. Fowler, Jr.

Address:                           By:  /s/ Marschall I. Smith
1242 N. Lake Shore Drive,             Name:  Marschall I. Smith
Apt. 28                               Title:  Senior Vice
Chicago, Illinois  60610                     President and
                                             General Counsel

                                   Attest:  /s/  Thomas S. Finke
                                     Name:  Thomas S. Finke
                                     Title:   Attorney-in-Fact 

Basic Info X:

Name: AGREEMENT
Type: Agreement
Date: Sept. 27, 1996
Company: IMC GLOBAL INC
State: Delaware

Other info:

Date:

  • February 29 , 1996
  • March 1 , 1996
  • thirty 30
  • first day of the first month

Organization:

  • IMC Global Inc.
  • Controlled Group in Employee
  • the State of Illinois
  • American Arbitration Association
  • IMC < PAGE > Global Inc.
  • Certain Rules of Construction

Location:

  • Delaware
  • North Michigan Avenue
  • North America
  • Northbrook
  • Chicago
  • Illinois

Money:

  • $ 2,370,000
  • $ 1,580,000
  • $ 790,000

Person:

  • Marshall I. Smith
  • Robert E. Fowler
  • Marschall I. Smith
  • Thomas S. Finke

Percent:

  • 5 %