Quarterly Report — Form 10-Q
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-Q Second Quarter 2004 63 413K
2: EX-10 Material Contract 2 13K
3: EX-18 Letter re: Change in Accounting Principles 1 7K
4: EX-31 Certification per Sarbanes-Oxley Act (Section 302) 2± 9K
5: EX-31 Certification per Sarbanes-Oxley Act (Section 302) 2± 9K
6: EX-32 Certification per Sarbanes-Oxley Act (Section 906) 1 6K
7: EX-99 Miscellaneous Exhibit 1 9K
EX-10 — Material Contract
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EXHIBIT 10.16.1
FIRST AMENDMENT TO THE
MONSANTO COMPANY LONG-TERM INCENTIVE PLAN
AS AMENDED AND RESTATED AS OF APRIL 24, 2003
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The Monsanto Company Long-Term Incentive Plan, as amended and restated
as of April 24, 2003 (the "Plan"), is hereby amended as set forth below:
1. Section 2.29 of the Plan is hereby amended to read in its entirety
as follows:
"Qualified Performance-Based Awards" means (i) Options, (ii) Stock
Appreciation Rights, and (iii) all other Awards that are designated as
such pursuant to Section 13.1.
2. Section 5.4 of the Plan is hereby amended to read in its entirety as
follows:
5.4 Forfeitures, Etc. If any Award is forfeited, any Option (and the
related Stock Appreciation Right, if any) or any Stock Appreciation
Right not related to an Option terminates, expires or lapses without
being exercised, or any Stock Appreciation Right is exercised for
cash, the Shares subject to such Awards that are, as a result, not
delivered to the Participant shall again be available for delivery in
connection with Awards. If the Exercise Price of any Option is
satisfied by delivering Shares to the Company (by either actual
delivery or by attestation) at any time before April 24, 2012 or, if
later, the tenth anniversary of the most recent date on which the
stockholders of the Company approved this Incentive Plan as required
by the listing standards of the New York Stock Exchange, only the
number of Shares issued net of the Shares delivered or attested to
shall be deemed delivered for purposes of determining the maximum
number of Shares available for delivery pursuant to Awards other than
Incentive Options under this Incentive Plan. To the extent any Shares
subject to an Award are not delivered to a Participant because such
Shares are used to satisfy an applicable tax withholding obligation,
such Shares shall again be available for delivery in connection with
Awards; provided, in the case of such Shares that had previously been
delivered to the Participant, such withholding takes place before
April 24, 2012 or, if later, the tenth anniversary of the most recent
date on which the stockholders of the Company approved this Incentive
Plan as required by the listing standards of the New York Stock
Exchange.
3. There is added to the Plan a new Section reading in its entirety as
follows:
13. Qualified Performance-Based Awards
13.1. Designation of Qualified Performance-Based Awards. When granting
any Award under this Plan, other than an Option or Stock Appreciation
Right, the Committee may designate such Award as a Qualified
Performance-Based Award, based upon a determination that (i) the
recipient is or may be a "covered employee" (within the meaning of
Section 162(m)(3) of the Code) with respect to such Award, and (ii)
the Committee wishes such Award to qualify for the Section 162(m)
Exemption.
13.2. Special Rules for Qualified Performance-Based Awards.
Notwithstanding any other provision of this Plan, each Qualified
Performance-Based Award shall be earned, vested and payable (as
applicable) only upon the achievement of one or more Qualified
Performance Goals (as defined in Section 13.3 below), as certified by
the Committee, together with the satisfaction of any other conditions,
such as continued employment, as the Committee may determine to be
appropriate; provided that (i) the Committee may provide, either in
connection with the grant thereof or by amendment thereafter, that
achievement of such Qualified Performance Goals will be waived upon
the death or Disability of the Grantee, (ii) the provisions of Section
12.17 shall apply notwithstanding this Section 13, and (iii) the
Committee may reserve the right, in connection with the grant of a
Qualified Performance-Based Award, to exercise negative discretion to
determine that the portion of such Award actually earned, vested
and/or payable (as applicable) shall be less than the portion that
would be earned, vested and/or payable based solely upon application
of the applicable Qualified Performance Goals. Except as specifically
provided in the preceding sentence, no Qualified Performance-Based
Award may be amended, nor may the Committee exercise any discretionary
authority it may otherwise have under this Plan with respect to a
Qualified Performance-Based Award under this Plan, in any manner to
waive the achievement of the applicable Qualified Performance Goals or
to increase the amount payable pursuant thereto or the value thereof,
or otherwise in a manner that would cause the Qualified
Performance-Based Award to cease to qualify for the Section 162(m)
Exemption.
13.3 Definition and Establishment of Qualified Performance Goals. The
term "Qualified Performance Goal" means any of the following measures
as applied to the Company as a whole or to any Subsidiary, division or
other unit of the Company: cash flow, earnings per share, net income,
net profit, sales, return on assets, return on capital, return on
equity, or shareholder return. The achievement of Qualified
Performance Goals may be determined without regard to the effect of
specified unusual events, such as restructuring charges and the
cumulative effect of accounting changes required under generally
accepted accounting principles, as determined by the Committee in
connection with the establishment of such Goals. The Committee shall
establish the Qualified Performance Goal or Goals applicable to a
Qualified Performance-Based Award within the time period required by
the Section 162(m) Exemption.
4. There is added to the Plan a new Section reading in its entirety as
follows:
14. Restricted Stock Units. The Awards of Shares that may be granted
pursuant to Section 10 include, without limitation, Restricted Stock
Units, which shall be considered an Award of Shares under Section 10.
Restricted Stock Units represent the right to receive Shares in the
future, at such times, and subject to such conditions, as the
Committee shall determine. A participant to whom Restricted Stock
Units are awarded shall have no rights as a shareholder with respect
to the Shares represented by the Restricted Stock Units unless and
until Shares are actually delivered to the participant in settlement
thereof. However, Restricted Stock Units may have Dividend Equivalent
rights under Section 11.1, if so determined by the Committee.
5. This First Amendment shall be effective upon its approval by the
stockholders of the Company.
6. The Plan is otherwise ratified and confirmed without amendment.
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘10-Q’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| | 4/24/12 | | 1 |
| Filed on: | | 4/14/04 |
| For Period End: | | 2/29/04 |
| | 4/24/03 | | 1 | | | | | DEF 14A |
| List all Filings |
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