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Monsanto Co/New – ‘10-K’ for 8/31/17 – ‘EX-10.20’

On:  Friday, 10/27/17, at 2:29pm ET   ·   For:  8/31/17   ·   Accession #:  1110783-17-187   ·   File #:  1-16167

Previous ‘10-K’:  ‘10-K’ on 10/19/16 for 8/31/16   ·   Latest ‘10-K’:  This Filing

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  As Of               Filer                 Filing    For·On·As Docs:Size

10/27/17  Monsanto Co/New                   10-K        8/31/17  166:23M

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.64M 
 2: EX-10.15.16  Material Contract                                  HTML     85K 
 3: EX-10.15.17  Material Contract                                  HTML     72K 
 4: EX-10.20    Material Contract                                   HTML     76K 
 6: EX-21       Subsidiaries List                                   HTML     47K 
 7: EX-23       Consent of Experts or Counsel                       HTML     46K 
11: EX-95       Mine-Safety Disclosure                              HTML     46K 
 5: EX-12       Statement re: Computation of Ratios                 HTML     79K 
 8: EX-31.1     Certification -- §302 - SOA'02                      HTML     53K 
 9: EX-31.2     Certification -- §302 - SOA'02                      HTML     53K 
10: EX-32       Certification -- §906 - SOA'02                      HTML     48K 
18: R1          Document and Entity Information                     HTML     72K 
19: R2          Statements of Consolidated Operations               HTML    158K 
20: R3          Statements of Consolidated Comprehensive Income     HTML     92K 
21: R4          Statements of Consolidated Comprehensive Income     HTML     62K 
                (Parenthetical)                                                  
22: R5          Statements of Consolidated Financial Position       HTML    179K 
23: R6          Statements of Consolidated Financial Position       HTML     77K 
                (Parenthetical)                                                  
24: R7          Statements of Consolidated Cash Flows               HTML    159K 
25: R8          Statements of Consolidated Shareholders Equity      HTML    108K 
26: R9          Statements of Consolidated Shareholders Equity      HTML     46K 
                (Parenthetical)                                                  
27: R10         Background and Basis of Presentation                HTML     54K 
28: R11         Significant Accounting Policies                     HTML     89K 
29: R12         New Accounting Standards                            HTML     69K 
30: R13         Business Combinations                               HTML     47K 
31: R14         Restructuring                                       HTML    151K 
32: R15         Receivables                                         HTML     96K 
33: R16         Customer Financing Programs                         HTML     78K 
34: R17         Variable Interest Entities                          HTML     66K 
35: R18         Inventory                                           HTML     68K 
36: R19         Property, Plant and Equipment                       HTML     60K 
37: R20         Goodwill and Other Intangible Assets                HTML    104K 
38: R21         Income Taxes                                        HTML    136K 
39: R22         Debt and Other Credit Arrangements                  HTML     98K 
40: R23         Fair Value Measurements                             HTML    152K 
41: R24         Financial Instruments                               HTML    359K 
42: R25         Postretirement Benefits - Pensions                  HTML    540K 
43: R26         Postretirement Benefits - Health Care and Other     HTML    118K 
                Postemployment Benefits                                          
44: R27         Employee Savings Plans                              HTML     49K 
45: R28         Stock-Based Compensation Plans                      HTML    140K 
46: R29         Capital Stock                                       HTML     51K 
47: R30         Accumulated Other Comprehensive Loss                HTML    116K 
48: R31         Earnings Per Share                                  HTML     53K 
49: R32         Supplemental Cash Flow Information                  HTML     60K 
50: R33         Commitments and Contingencies                       HTML    145K 
51: R34         Segment and Geographic Data                         HTML    173K 
52: R35         Quarterly Data (Unaudited)                          HTML    147K 
53: R36         Significant Accounting Policies (Policies)          HTML    141K 
54: R37         Restructuring Restructuring (Tables)                HTML    119K 
55: R38         Receivables (Tables)                                HTML     94K 
56: R39         Customer Financing Programs (Tables)                HTML     72K 
57: R40         Variable Interest Entities (Tables)                 HTML     52K 
58: R41         Inventory (Tables)                                  HTML     69K 
59: R42         Property, Plant and Equipment (Tables)              HTML     58K 
60: R43         Goodwill and Other Intangible Assets (Tables)       HTML    101K 
61: R44         Income Taxes (Tables)                               HTML    137K 
62: R45         Debt and Other Credit Arrangements (Tables)         HTML     97K 
63: R46         Fair Value Measurements (Tables)                    HTML    134K 
64: R47         Financial Instruments (Tables)                      HTML    346K 
65: R48         Postretirement Benefits - Pensions (Tables)         HTML    549K 
66: R49         Postretirement Benefits - Health Care and Other     HTML    126K 
                Postemployment Benefits (Tables)                                 
67: R50         Stock-Based Compensation Plans (Tables)             HTML    131K 
68: R51         Accumulated Other Comprehensive Loss (Tables)       HTML    117K 
69: R52         Earnings Per Share (Tables)                         HTML     53K 
70: R53         Supplemental Cash Flow (Tables)                     HTML     52K 
71: R54         Commitments and Contingencies (Tables)              HTML    126K 
72: R55         Segment and Geographic Data (Tables)                HTML    176K 
73: R56         Quarterly Data (Unaudited) (Tables)                 HTML    146K 
74: R57         BACKGROUND AND BASIS OF PRESENTATION Narrative      HTML     78K 
                (Details)                                                        
75: R58         Significant Accounting Policies (Narrative)         HTML     48K 
                (Details)                                                        
76: R59         Significant Accounting Policies (Other Intangible   HTML     59K 
                Assets - Narrative) (Details)                                    
77: R60         Significant Accounting Policies (Property, Plant    HTML     55K 
                and Equipment - Narrative) (Details)                             
78: R61         Business Combinations (Narrative) (Details)         HTML     47K 
79: R62         RESTRUCTURING - Schedule of restructuring charges   HTML     97K 
                recored in the statement of consolidated                         
                operations (Details)                                             
80: R63         RESTRUCTURING - Pretax restructuring charges        HTML    106K 
                related to 2015 restructuring (Details)                          
81: R64         RESTRUCTURING - Restructuring Charges by Activity   HTML     88K 
                (Details)                                                        
82: R65         RESTRUCTURING - Narrative (Details)                 HTML     88K 
83: R66         Receivables (Details)                               HTML     78K 
84: R67         Receivables (Trade Receivables by Customer          HTML     71K 
                Concentration) (Details)                                         
85: R68         Customer Financing Programs (Details)               HTML     72K 
86: R69         VARIABLE INTEREST ENTITIES Narrative (Details)      HTML     73K 
87: R70         VARIABLE INTEREST ENTITIES - Equity Method and      HTML     53K 
                Cost Method Investments (Details)                                
88: R71         Inventory (Details)                                 HTML     75K 
89: R72         Inventory INVENTORY - Impairment (Details)          HTML     62K 
90: R73         Property, Plant and Equipment (Details)             HTML     86K 
91: R74         GOODWILL AND OTHER INTANGIBLE ASSETS Schedule of    HTML     62K 
                net carrying amount of goodwill (Details)                        
92: R75         GOODWILL AND OTHER INTANGIBLE ASSETS Information    HTML     78K 
                of other intangible assets (Details)                             
93: R76         GOODWILL AND OTHER INTANGIBLE ASSETS Schedule of    HTML     56K 
                estimated amortization expense (Details)                         
94: R77         Income Taxes (Components of income from continuing  HTML     52K 
                operations) (Details)                                            
95: R78         Income Taxes (Components of income tax provision)   HTML     72K 
                (Details)                                                        
96: R79         Income Taxes (Income Tax Reconciliation) (Details)  HTML     71K 
97: R80         Income Taxes (Components of deferred tax assets     HTML     82K 
                and liabilities) (Details)                                       
98: R81         Income Taxes (Narrative) (Details)                  HTML     66K 
99: R82         Income Taxes (Reconciliation of unrecognized tax    HTML     60K 
                benefits) (Details)                                              
100: R83         Income Taxes (Years subject to examination)         HTML     59K  
                (Details)                                                        
101: R84         Debt and Other Credit Arrangements (Short-term      HTML     56K  
                Debt) (Details)                                                  
102: R85         Debt and Other Credit Arrangements (Long-term       HTML    118K  
                Debt) (Details)                                                  
103: R86         Debt and Other Credit Arrangements (Narrative)      HTML    121K  
                (Details)                                                        
104: R87         Debt and Other Credit Arrangements (Interest        HTML     51K  
                expense) (Details)                                               
105: R88         Fair Value Measurements (Fair Value Hierarchy       HTML     94K  
                Levels) (Details)                                                
106: R89         Fair Value Measurements (Summary of the Change in   HTML     73K  
                Level 3 Liability) (Details)                                     
107: R90         Fair Value Measurements (Narrative) (Details)       HTML     79K  
108: R91         FINANCIAL INSTRUMENTS Narrative (Details)           HTML     70K  
109: R92         FINANCIAL INSTRUMENTS Notional Amounts of           HTML     59K  
                Derivative Instruments Outstanding (Details)                     
110: R93         FINANCIAL INSTRUMENTS Fair Value of Derivatives     HTML    194K  
                Outstanding (Details)                                            
111: R94         FINANCIAL INSTRUMENTS Gain (Loss) from Derivatives  HTML     98K  
                (Details)                                                        
112: R95         Postretirement Benefits - Pensions (Narrative)      HTML     78K  
                (Details)                                                        
113: R96         Postretirement Benefits - Pensions (Components of   HTML     77K  
                Net Periodic Benefit Cost) (Details)                             
114: R97         Postretirement Benefits - Pensions (Changes         HTML     68K  
                Recognized in OCI Pension) (Details)                             
115: R98         Postretirement Benefits - Pensions (Assumptions     HTML     59K  
                Used to Determine Pension Costs) (Details)                       
116: R99         Postretirement Benefits - Pensions (Schedule of     HTML    130K  
                Funded Status) (Details)                                         
117: R100        Postretirement Benefits - Pensions (Assumptions     HTML     54K  
                Used to Determine Pension Benefit Obligation)                    
                (Details)                                                        
118: R101        Postretirement Benefits - Pensions (Projected       HTML     55K  
                Benefit Obligations in Excess of Plan Assets)                    
                (Details)                                                        
119: R102        Postretirement Benefits - Pensions (Accumulated     HTML     59K  
                Benefit Obligations in Excess of Plan Assets)                    
                (Details)                                                        
120: R103        Postretirement Benefits - Pensions (Net Amount      HTML     66K  
                Recognized) (Details)                                            
121: R104        Postretirement Benefits - Pensions (Pre-Tax         HTML     59K  
                Components Recognized in AOCI Pension) (Details)                 
122: R105        Postretirement Benefits - Pensions (Pension Plan    HTML     84K  
                Asset Allocation United States) (Details)                        
123: R106        Postretirement Benefits - Pensions (Pension Plan    HTML     68K  
                Asset Allocation Foreign) (Details)                              
124: R107        Postretirement Benefits - Pensions (United States   HTML    181K  
                Pension Plan Asset Fair Value) (Details)                         
125: R108        Postretirement Benefits - Pension (United States    HTML     72K  
                Pension Plan Asset Level 3 Rollforward) (Details)                
126: R109        Postretirement Benefits - Pensions (Investments at  HTML     62K  
                Fair Value to Plan Assets Reconciliation)                        
                (Details)                                                        
127: R110        Postretirement Benefits - Pensions (Foreign         HTML     86K  
                Pension Plan Asset Fair Value) (Details)                         
128: R111        Postretirement Benefits - Pension (Foreign Pension  HTML     61K  
                Plan Asset Level 3 Rollforward) (Details)                        
129: R112        Postretirement Benefits - Pension Summary of        HTML     69K  
                Unfunded Commitments and Redemption Features                     
                Measured Using NAV (Details)                                     
130: R113        Postretirement Benefits - Pension (Expected Cash    HTML     68K  
                Flows Pension) (Details)                                         
131: R114        Postretirement Benefits - Health Care and Other     HTML     59K  
                Postemployment Benefits (Net Periodic Cost                       
                Postretirement) (Details)                                        
132: R115        Postretirement Benefits - Health Care and Other     HTML     65K  
                Postemployment Benefits (Changes Recognized in OCI               
                Postretirement) (Details)                                        
133: R116        Postretirement Benefits - Health Care and Other     HTML     64K  
                Postemployment Benefits (Narrative) (Details)                    
134: R117        Postretirement Benefits - Health Care and Other     HTML     55K  
                Postemployment Benefits (Assumptions Used to                     
                Determine Postretirement Costs) (Details)                        
135: R118        Postretirement Benefits - Health Care and Other     HTML     63K  
                Postemployment Benefits (Benefit Obligations                     
                Postretirement) (Details)                                        
136: R119        Postretirement Benefits - Health Care and Other     HTML     55K  
                Postemployment Benefits (Assumptions Used to                     
                Determine Postretirement Benefit Obligation)                     
                (Details)                                                        
137: R120        Postretirement Benefits - Health Care and Other     HTML     56K  
                Postemployment Benefits (Postretirement Amounts                  
                Recognized in Statements of Consolidated Financial               
                Position) (Details)                                              
138: R121        Postretirement Benefits - Health Care and Other     HTML     51K  
                Postemployment Benefits (Pre-Tax Components                      
                Recognized in AOCI Postretirement) (Details)                     
139: R122        Postretirement Benefits - Health Care and Other     HTML     63K  
                Postemployment Benefits (Expected Cash Flows                     
                Postretirement) (Details)                                        
140: R123        Employee Savings Plans (Details)                    HTML     62K  
141: R124        Stock-Based Compensation Plans (Narrative)          HTML    108K  
                (Details)                                                        
142: R125        Stock-Based Compensation Plans (Components of       HTML     75K  
                Stock Based Compensation) (Details)                              
143: R126        Stock-Based Compensation Plans (Rollforward of      HTML     66K  
                Stock Options) (Details)                                         
144: R127        Stock-Based Compensation Plans (Restricted Stock)   HTML     91K  
                (Details)                                                        
145: R128        Stock-Based Compensation Plans (Assumptions Used    HTML     63K  
                to Value Stock Options) (Details)                                
146: R129        Capital Stock (Common Stock and Preferred Stock)    HTML     58K  
                (Details)                                                        
147: R130        Capital Stock (Treasury Stock) (Details)            HTML     58K  
148: R131        Accumulated Other Comprehensive Loss (Details)      HTML    114K  
149: R132        Earnings Per Share (Details)                        HTML     52K  
150: R133        Supplemental Cash Flow Information Supplemental     HTML     49K  
                Cash Flow Information (Details)                                  
151: R134        SUPPLEMENTAL CASH FLOW INFORMATION Narrative        HTML     50K  
                (Details)                                                        
152: R135        Commitments and Contingencies (Contractual          HTML    106K  
                Obligations) (Details)                                           
153: R136        Commitments and Contingencies (Leases and           HTML     48K  
                Guarantees Narrative) (Details)                                  
154: R137        Commitments and Contingencies (Environmental        HTML     51K  
                Liabilities Narrative) (Details)                                 
155: R138        Commitments and Contingencies (Discounted and       HTML     67K  
                Undiscounted Environmental and Litigation                        
                Liabilities) (Details)                                           
156: R139        Commitments and Contingencies (Environmental and    HTML     53K  
                Litigation Liabilities) (Details)                                
157: R140        Commitments and Contingencies (Litigation           HTML     66K  
                Narrative) (Details)                                             
158: R141        Commitments and Contingencies Off-Balance Sheet     HTML     47K  
                Arrangements (Details)                                           
159: R142        Segment and Geographic Data (Operating Segment      HTML    137K  
                Information) (Details)                                           
160: R143        Segment and Geographic Data (The reconciliation of  HTML     59K  
                EBIT to Net Income) (Details)                                    
161: R144        Segment and Geographic Data (Net Sales And Long     HTML     86K  
                Lived Assets by World Area) (Details)                            
162: R145        Quarterly Data (Unaudited) (Details)                HTML    183K  
163: R146        Subsequent Event (Details)                          HTML     49K  
165: XML         IDEA XML File -- Filing Summary                      XML    323K  
164: EXCEL       IDEA Workbook of Financial Reports                  XLSX    226K  
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166: ZIP         XBRL Zipped Folder -- 0001110783-17-000187-xbrl      Zip    641K  


‘EX-10.20’   —   Material Contract


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  Exhibit  


EXHIBIT 10.20.
Annual Incentive Plan


The Annual Incentive Plan (“Plan”) provides eligible employees the opportunity to earn cash awards for Company and individual performance during the Performance Period.

1. Performance Period: The Company’s fiscal year beginning on September 1, 2017 and ending on August 31, 2018.

2. Eligibility: All regular full-time and part-time employees of Monsanto Company and its subsidiaries (the “Company”) who do not participate in a sales or business-specific annual incentive plan.

3. Performance Goals:

The People and Compensation Committee of the Board of Directors (the “Committee”) establishes Threshold, Target and Outstanding level goals (“Goals”) for the applicable Performance Period relating to the following financial metrics:

Ø
Net Sales (weighted 10%);
Ø
Diluted Earnings Per Share (weighted 50%); and
Ø
Cash Flow (weighted 40%).

Each employee participating in the Plan (a “Participant”) also has individual performance goals relating to business and/or development and people initiatives.

4. General Provisions:

Each Participant is provided a “Target Incentive Opportunity” for the Performance Period, expressed (subject to Section 8) as a percentage of the Participant’s base pay in effect as of (a) the last day of the Performance Period (i.e., August 31, 2018) or (b) if a Participant experiences a Qualifying Termination (as defined below), the Participant’s last day of employment with the Company or its affiliates.

The Plan’s “Target Award Pool” is the sum of the dollar amount of all Participants’ Target Incentive Opportunities.

5. Plan Funding:

After the end of the Performance Period, the Committee determines the funding of the Award Pool based upon the Company’s performance against each of the Net Sales, EPS and Cash Flow goals (considering each Goal’s respective weightings), past practice is as follows:

Performance Level
Potential Award Pool Funding
(As a Percent of Target Award Pool)
Threshold
35%
Target
100%
Outstanding
200%

The “Funding Factor” determined by the Committee is multiplied by the Plan’s Target Award Pool to determine the amount of the Award Pool for the Performance Period.

Special considerations for the Committee to follow when determining funding of the Award Pool:

Ø
The Committee may consider subjective factors in determining whether or not any Goal has been attained and the amount of Award Pool funding.

Ø
The Award Pool will fund at 20% of Target-level funding in the event the Company pays dividends with respect to each of its fiscal quarters ending during the Performance Period. However, if the Company fails to attain at least the





Threshold-level of performance with respect to the EPS Goal, the Award Pool may not be funded at a level greater than 20% of Target-level funding.

Ø
One or more of the Goals may be funded at above Outstanding-level funding if the Committee determines that Company performance with respect to the Goal warrants such funding; provided, however, the overall funding of the Award Pool is capped at 200% of Target-level funding unless the Committee determines in its sole discretion to fund above 200%.

6. Allocation of the Award Pool:

The Award Pool is allocated among Participants based upon the:

Ø
Participant’s Target Annual Incentive Opportunity for the fiscal year;

Ø
performance of the Participant’s business or function measured against business or function goals; and

Ø
each Participant’s individual performance during the fiscal year

People leaders: 50% of Award based on development of people, team and self (including diversity and inclusion); 50% based on business results

Non-managers: 75% of Award based on business results; 25% on personal development

Ø
Any amount earned by a participant under the terms of the Plan (an “Award”) will be paid in November following the Performance Period.

Ø
A Participant’s Award may be greater than 200% of his or her Target Incentive Opportunity.

7. Events Affecting Payout of Individual Awards:

If a Participant commences employment with the Company during a Performance Period, the Participant is eligible for a pro-rated Award reflecting the actual number of months worked during the Performance Period (rounded to the nearest whole month).

If a Participant’s Target Incentive Opportunity changes during the Performance Period (by reason of a promotion or demotion or otherwise), the Participant is eligible for an Award reflecting the Target Incentive Opportunity in effect on the last day of the Performance Period.

If a Participant’s base pay changes during the Performance Period, the Participant’s Award is based on the Participant’s base pay in effect on the last day of the Performance Period.

If a Participant transfers employment within the Company or to a subsidiary of the Company, the Participant’s Award will come from the unit, division or subsidiary in which the Participant is working as of the last day of the Performance Period. In such an event, the Participant’s performance for the entire Performance Period will be considered in determining the amount of the Participant’s Award.

A Participant who:

Ø
voluntarily resigns other than on account of “Retirement” forfeits all rights to the Participant’s Award unless the resignation occurs after the end of the Performance Period. “Retirement” is defined as a voluntary termination of employment on or after the attainment of age 55 and five years of employment with the Company and its affiliates.

Ø
Subject to Section 8, involuntarily separates without cause (including by reason of poor performance), on account of Retirement, death or permanent disability (under the terms of any disability income plan or statute applicable to such Participant) (any such termination, a “Qualifying Termination”), is eligible to receive a prorated payment in respect of the Participant’s Award based on the Participant’s employment during the Performance Period (rounded to the nearest whole month), provided that the Participant worked at least three whole months during the fiscal year. Subject to





Section 8, such Award shall be paid at the same time that Awards are paid to Participants generally, but in no event later than 2 and ½ months after the end of the Performance Period.

Ø
incurs a termination of employment for “cause” (as defined below), forfeits all rights to the Participant’s Award. A termination of employment for “cause” is defined as an involuntary termination of the Participant’s employment on account of the Participant engaging in (i) any willful or intentional neglect in performing the Participant’s duties, including, but not limited to, fraud, misappropriation or embezzlement involving property of the Company or an affiliate, or (ii) any other intentional wrongful act that may impair the goodwill or business of the Company or an affiliate, or that may cause damage to any of their businesses.

If a Participant receives overtime pay during the Performance Period, such pay shall be added to the applicable base pay for purposes of determining Target Incentive Opportunity, it being understood that in circumstances involving proration of an award pursuant to this Section 7 or to Section 8, the applicable target percentage under Section 4 shall be applied to the applicable annual base pay on a prorated basis but to actual overtime pay earned during the relevant portion of the Performance Period on a non-prorated basis (i.e., the use of actual overtime pay during the shortened period shall serve as effective proration).

Continued eligibility for employees employed in the United States who become represented by a collective bargaining unit during the Performance Period will be determined by good faith bargaining.

The Plan, and any actions taken hereunder, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the application of the conflicts of law provisions thereof or any other state.

8. Treatment of Awards in the Event of the Merger with Bayer

Notwithstanding anything to the contrary contained herein, if the merger (the “Merger”) contemplated by the merger agreement, dated as of September 14, 2016, by and between Bayer Aktiengesellschaft (“Bayer”), KWA Investment Co. and the Company closes during the Performance Period, a Participant’s Award shall be determined as follows:

Ø
For the period from September 1, 2017 through December 31, 2017, the Participant shall be eligible for a pro-rated Award (the “Stub Year Award”) equal to the product of (x) the Participant’s Target Incentive Opportunity multiplied by (y) 1/3 (subject to further proration in accordance with Section 7 for a Participant who commenced employment with the Company subsequent to September 1, 2017). The Stub Year Award shall be paid at the time that Bayer pays its employees bonuses for calendar year 2017 (or, if the Merger closes after such time, the Stub Year Award shall be paid immediately prior to the closing of the Merger).

Subject to the following bullets, payment of the Stub Year Award is subject to the Participant’s continued employment with the Company and its affiliates through the payment date.

If the Participant experiences a Qualifying Termination between September 1, 2017 and the closing of the Merger, the Participant shall be eligible for a pro-rated Award determined in accordance with Section 7 in lieu of the Stub Year Award and in lieu of any rights to participate in the Bayer Plan (as defined below) in respect of calendar year 2018; provided, that if the Merger closes prior to the end of the Performance Period, as of the closing of the Merger, performance goals shall be deemed to have been achieved Target-level funding. The pro-rated Award shall be paid at the same time that the Stub Year Award is paid to other Participants generally.

If the Participant experiences a Qualifying Termination on or after the closing of the Merger but prior to the payment of the Stub Year Award, the Participant shall be entitled to payment of the Stub Year Award, prorated based upon the number of months (rounded to the nearest whole month) the Participant was employed from September 1, 2017 through December 31, 2017, and to be paid at the same time that the Stub Year Award is paid to other Participants generally.

To illustrate the “rounded to the nearest whole month” concept, a Qualifying Termination that occurs between the 1st and 15th of the month will be treated as if it had occurred on the 1st of the month, and a Qualifying Termination that occurs on or after the 16th of the month will be treated as if it had occurred on the 1st of the following month. For example, if a Participant who was employed on or prior to September 1, 2017 experiences a Qualifying Termination on November 1 through November 15, 2017,





then the pro-rated Stub Year Award under this Plan will be 2/4, and if the Participant experiences a Qualifying Termination on November 16 through November 30, 2017, then the pro-rated Stub Year Award under this Plan will be 3/4.

Ø
If the Participant is employed with the Company and its affiliates as of the closing of the Merger, the Plan shall terminate retroactive to January 1, 2018 and the Participant instead shall be eligible for an award under the annual cash incentive program provided to similarly situated employees of Bayer (the “Bayer Plan”) for the period from January 1, 2018 through December 31, 2018. The Participant’s incentive award for such period shall be determined in accordance with the terms and conditions of the Bayer Plan. However, if the Participant’s target incentive opportunity for such period under the Bayer Plan (the “Bayer Target Incentive Opportunity”) is less than the Participant’s Target Incentive Opportunity under the Plan, the Participant shall receive an additional cash payment equal to the amount by which the Participant’s Target Incentive Opportunity exceeds the Bayer Target Incentive Opportunity. Such additional cash payment shall be paid at the same time as Bayer pays annual incentive awards for 2018 to its employees, subject to the terms of the Bayer Plan or any other benefit plan or agreement applicable to the Participant.

Ø
For purposes of this Section 8, the Participant’s Target Incentive Opportunity shall be determined as follows:

With respect to the Stub Year Award, the Participant’s Target Incentive Opportunity shall be determined as a percentage of the Participant’s base pay in effect as of the earlier of (a) the last day of employment with the Company or its affiliates and (b) December 31, 2017.

With respect to the award payable in respect of calendar year 2018, the Participant’s Target Incentive Opportunity shall be determined as a percentage of the Participant’s base pay in effect as of the closing of the Merger.

Ø
For purposes of clarity, if the Merger closes during the Performance Period, the Stub Year Award shall be disregarded for purposes of calculating the amount of any termination or severance-related payments due to a Participant under any other plan, agreement or arrangement of the Company or its affiliates that are based on incentive opportunities or payments.

Ø
In the event that a Participant becomes entitled to a pro-rated Award under this Plan and a corresponding pro-rated annual cash incentive award another plan, agreement or arrangement of the Company or its affiliates, the pro-rated Award payable hereunder shall be reduced (but not below $0) by the amount of the corresponding award payable under such other plan, agreement or arrangement.






Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
12/31/18
8/31/18
1/1/18
12/31/174,  SD
11/30/1710-Q,  4
11/15/174
Filed on:10/27/174
9/1/174
For Period end:8/31/174,  5
9/14/168-K,  DEFA14A,  DFAN14A
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Filing Submission 0001110783-17-000187   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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