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Monsanto Co/New – ‘10-K’ for 8/31/14 – ‘EX-10.15.10’

On: Wednesday, 10/29/14, at 12:41pm ET · For: 8/31/14 · Delayed-Release: Document/Exhibit `¶` – Release Delayed · Accession #: 1110783-14-215 · File #: 1-16167

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

10/29/14  Monsanto Co/New                   10-K¶       8/31/14  168:34M

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   1.77M 
168: COVER     ¶ Comment-Response or Cover Letter to the SEC         HTML     46K  
 2: EX-10.12.1  Material Contract                                   HTML     77K 
 3: EX-10.13    Material Contract                                   HTML     88K 
 4: EX-10.15.10  Material Contract                                  HTML     74K 
 5: EX-10.15.14  Material Contract                                  HTML     62K 
 6: EX-10.15.15  Material Contract                                  HTML     64K 
 8: EX-21       Subsidiaries List                                   HTML     47K 
 9: EX-23       Consent of Experts or Counsel                       HTML     46K 
 7: EX-12       Statement re: Computation of Ratios                 HTML     78K 
10: EX-31.1     Certification -- §302 - SOA'02                      HTML     54K 
11: EX-31.2     Certification -- §302 - SOA'02                      HTML     54K 
12: EX-32       Certification -- §906 - SOA'02                      HTML     48K 
114: R1          Document and Entity Information                     HTML     77K  
84: R2          Statements of Consolidated Operations               HTML    162K 
106: R3          Statements of Consolidated Comprehensive Income     HTML     99K  
119: R4          Statements of Consolidated Comprehensive Income     HTML     63K  
                (Parenthetical)                                                  
152: R5          Statements of Consolidated Financial Position       HTML    187K  
89: R6          Statements of Consolidated Financial Position       HTML     72K 
                (Parenthetical)                                                  
105: R7          Statements of Consolidated Cash Flows               HTML    169K  
77: R8          Statements of Consolidated Shareholders Equity      HTML    115K 
62: R9          Statements of Consolidated Shareholders Equity      HTML     47K 
                (Parenthetical)                                                  
154: R10         Background and Basis of Presentation                HTML     54K  
121: R11         Significant Accounting Policies                     HTML     93K  
120: R12         New Accounting Standards                            HTML     62K  
129: R13         Business Combinations                               HTML     89K  
130: R14         Receivables                                         HTML     79K  
126: R15         Customer Financing Programs                         HTML     78K  
132: R16         Variable Interest Entities                          HTML     53K  
107: R17         Inventory                                           HTML     69K  
116: R18         Property, Plant and Equipment                       HTML     61K  
124: R19         Goodwill and Other Intangible Assets                HTML    118K  
166: R20         Investments and Equity Affiliates                   HTML     52K  
144: R21         Deferred Revenue                                    HTML     54K  
98: R22         Income Taxes                                        HTML    157K 
123: R23         Debt and Other Credit Arrangements                  HTML    107K  
102: R24         Fair Value Measurements                             HTML    150K  
50: R25         Financial Instruments                               HTML    454K 
146: R26         Postretirement Benefits - Pensions                  HTML    756K  
159: R27         Postretirement Benefits - Health Care and Other     HTML    137K  
                Postemployment Benefits                                          
71: R28         Employee Savings Plans                              HTML     52K 
70: R29         Stock-Based Compensation Plans                      HTML    176K 
75: R30         Capital Stock                                       HTML     57K 
76: R31         Accumulated Other Comprehensive Loss                HTML    101K 
78: R32         Earnings Per Share                                  HTML     59K 
32: R33         Supplemental Cash Flow Information                  HTML     60K 
141: R34         Commitments and Contingencies                       HTML    189K  
95: R35         Segment and Geographic Data                         HTML    209K 
99: R36         Quarterly Data (Unaudited)                          HTML    129K 
56: R37         Significant Accounting Policies (Policies)          HTML    149K 
165: R38         Business Combinations (Tables)                      HTML     67K  
19: R39         Receivables (Tables)                                HTML     75K 
81: R40         Customer Financing Programs (Tables)                HTML     72K 
150: R41         Inventory (Tables)                                  HTML     69K  
53: R42         Property, Plant and Equipment (Tables)              HTML     58K 
69: R43         Goodwill and Other Intangible Assets (Tables)       HTML    114K 
74: R44         Income Taxes (Tables)                               HTML    158K 
85: R45         Debt and Other Credit Arrangements (Tables)         HTML    105K 
31: R46         Fair Value Measurements (Tables)                    HTML    134K 
61: R47         Financial Instruments (Tables)                      HTML    434K 
23: R48         Postretirement Benefits - Pensions (Tables)         HTML    752K 
148: R49         Postretirement Benefits - Health Care and Other     HTML    145K  
                Postemployment Benefits (Tables)                                 
52: R50         Stock-Based Compensation Plans (Tables)             HTML    160K 
143: R51         Accumulated Other Comprehensive Loss (Tables)       HTML     99K  
57: R52         Earnings Per Share (Tables)                         HTML     58K 
82: R53         Supplemental Cash Flow (Tables)                     HTML     54K 
22: R54         Commitments and Contingencies (Tables)              HTML    169K 
28: R55         Segment and Geographic Data (Tables)                HTML    208K 
73: R56         Quarterly Data (Unaudited) (Tables)                 HTML    127K 
39: R57         BACKGROUND AND BASIS OF PRESENTATION Narrative      HTML     46K 
                (Details)                                                        
155: R58         Significant Accounting Policies (Narrative)         HTML     49K  
                (Details)                                                        
93: R59         Significant Accounting Policies (Other Intangible   HTML     52K 
                Assets - Narrative) (Details)                                    
127: R60         Significant Accounting Policies (Property, Plant    HTML     50K  
                and Equipment - Narrative) (Details)                             
60: R61         Business Combinations (Narrative) (Details)         HTML     99K 
65: R62         Business Combinations (Schedule of estimated fair   HTML     75K 
                values of assets and liabilities) (Details)                      
138: R63         Business Combinations (Details of acquired          HTML     58K  
                identifiable intangible assets) (Details)                        
133: R64         Receivables (Details)                               HTML     75K  
97: R65         Customer Financing Programs (Details)               HTML     66K 
136: R66         VARIABLE INTEREST ENTITIES Narrative (Details)      HTML     55K  
58: R67         Inventory (Details)                                 HTML     79K 
103: R68         Property, Plant and Equipment (Details)             HTML     60K  
158: R69         GOODWILL AND OTHER INTANGIBLE ASSETS Schedule of    HTML     59K  
                net carrying amount of goodwill (Details)                        
26: R70         GOODWILL AND OTHER INTANGIBLE ASSETS Information    HTML     71K 
                of other intangible assets (Details)                             
49: R71         GOODWILL AND OTHER INTANGIBLE ASSETS Schedule of    HTML     57K 
                estimated amortization expense (Details)                         
83: R72         INVESTMENTS AND EQUITY AFFILIATES Investments       HTML     59K 
                (Details)                                                        
37: R73         INVESTMENTS AND EQUITY AFFILIATES Equity            HTML     47K 
                Affiliates (Details)                                             
164: R74         Deferred Revenue (Details)                          HTML     76K  
54: R75         Income Taxes (Components of income from continuing  HTML     52K 
                operations) (Details)                                            
42: R76         Income Taxes (Components of income tax provision)   HTML     80K 
                (Details)                                                        
48: R77         Income Taxes (Income Tax Reconciliation) (Details)  HTML     72K 
29: R78         Income Taxes (Components of deferred tax assets     HTML     89K 
                and liabilities) (Details)                                       
33: R79         Income Taxes (Narrative) (Details)                  HTML     61K 
117: R80         Income Taxes (Reconciliation of unrecognized tax    HTML     62K  
                benefits) (Details)                                              
45: R81         Income Taxes (Years subject to examination)         HTML     51K 
                (Details)                                                        
156: R82         Debt and Other Credit Arrangements (Short-term      HTML     55K  
                Debt) (Details)                                                  
79: R83         Debt and Other Credit Arrangements (Long-term       HTML     94K 
                Debt) (Details)                                                  
125: R84         Debt and Other Credit Arrangements (Narrative)      HTML     66K  
                (Details)                                                        
135: R85         Debt and Other Credit Arrangements (Interest        HTML     52K  
                expense) (Details)                                               
43: R86         Fair Value Measurements (Fair Value Hierarchy       HTML    100K 
                Levels) (Details)                                                
47: R87         Fair Value Measurements (Summary of the Change in   HTML     61K 
                Level 3 Liability) (Details)                                     
153: R88         Fair Value Measurements (Narrative) (Details)       HTML     68K  
38: R89         FINANCIAL INSTRUMENTS Narrative (Details)           HTML     68K 
118: R90         FINANCIAL INSTRUMENTS Notional Amounts of           HTML     52K  
                Derivative Instruments Outstanding (Details)                     
110: R91         FINANCIAL INSTRUMENTS Fair Value of Derivatives     HTML    178K  
                Outstanding (Details)                                            
139: R92         FINANCIAL INSTRUMENTS Gain (Loss) from Derivatives  HTML    105K  
                (Details)                                                        
109: R93         Postretirement Benefits - Pensions (Narrative)      HTML     76K  
                (Details)                                                        
90: R94         Postretirement Benefits - Pensions (Components of   HTML     73K 
                Net Periodic Benefit Cost) (Details)                             
147: R95         Postretirement Benefits - Pensions (Changes         HTML     61K  
                Recognized in OCI Pension) (Details)                             
86: R96         Postretirement Benefits - Pensions (Assumptions     HTML     55K 
                Used to Determine Pension Costs) (Details)                       
55: R97         Postretirement Benefits - Pensions (Schedule of     HTML    126K 
                Funded Status) (Details)                                         
100: R98         Postretirement Benefits - Pensions (Assumptions     HTML     50K  
                Used to Determine Pension Benefit Obligation)                    
                (Details)                                                        
94: R99         Postretirement Benefits - Pensions (Projected       HTML     52K 
                Benefit Obligations in Excess of Plan Assets)                    
                (Details)                                                        
72: R100        Postretirement Benefits - Pensions (Accumulated     HTML     61K 
                Benefit Obligations in Excess of Plan Assets)                    
                (Details)                                                        
167: R101        Postretirement Benefits - Pensions (Net Amount      HTML     62K  
                Recognized) (Details)                                            
137: R102        Postretirement Benefits - Pensions (Pre-Tax         HTML     58K  
                Components Recognized in AOCI Pension) (Details)                 
108: R103        Postretirement Benefits - Pensions (Pension Plan    HTML     63K  
                Asset Allocation United States) (Details)                        
30: R104        Postretirement Benefits - Pensions (Pension Plan    HTML     59K 
                Asset Allocation Foreign) (Details)                              
149: R105        Postretirement Benefits - Pensions (United States   HTML    231K  
                Pension Plan Asset Fair Value) (Details)                         
157: R106        Postretirement Benefits - Pension (United States    HTML     72K  
                Pension Plan Asset Level 3 Rollforward) (Details)                
151: R107        Postretirement Benefits - Pensions (Investments at  HTML     55K  
                Fair Value to Plan Assets Reconciliation)                        
                (Details)                                                        
104: R108        Postretirement Benefits - Pensions (Foreign         HTML     79K  
                Pension Plan Asset Fair Value) (Details)                         
40: R109        Postretirement Benefits - Pension (Foreign Pension  HTML     52K 
                Plan Asset Level 3 Rollforward) (Details)                        
128: R110        Postretirement Benefits - Pension (Expected Cash    HTML     66K  
                Flows Pension) (Details)                                         
59: R111        Postretirement Benefits - Pensions (Multiemployer   HTML     65K 
                Plan Narrative) (Details)                                        
21: R112        Postretirement Benefits - Health Care and Other     HTML     64K 
                Postemployment Benefits (Narrative) (Details)                    
88: R113        Postretirement Benefits - Health Care and Other     HTML     60K 
                Postemployment Benefits (Net Periodic Cost                       
                Postretirement) (Details)                                        
80: R114        Postretirement Benefits - Health Care and Other     HTML     60K 
                Postemployment Benefits (Changes Recognized in OCI               
                Postretirement) (Details)                                        
145: R115        Postretirement Benefits - Health Care and Other     HTML     54K  
                Postemployment Benefits (Assumptions Used to                     
                Determine Postretirement Costs) (Details)                        
64: R116        Postretirement Benefits - Health Care and Other     HTML     55K 
                Postemployment Benefits (One Percent Effect on                   
                Postretirement Costs and Benefit Obligation)                     
                (Details)                                                        
161: R117        Postretirement Benefits - Health Care and Other     HTML     72K  
                Postemployment Benefits (Benefit Obligations                     
                Postretirement) (Details)                                        
34: R118        Postretirement Benefits - Health Care and Other     HTML     56K 
                Postemployment Benefits (Assumptions Used to                     
                Determine Postretirement Benefit Obligation)                     
                (Details)                                                        
113: R119        Postretirement Benefits - Health Care and Other     HTML     57K  
                Postemployment Benefits (Postretirement Amounts                  
                Recognized in Statements of Consolidated Financial               
                Position) (Details)                                              
134: R120        Postretirement Benefits - Health Care and Other     HTML     55K  
                Postemployment Benefits (Pre-Tax Components                      
                Recognized in AOCI Postretirement) (Details)                     
24: R121        Postretirement Benefits - Health Care and Other     HTML     65K 
                Postemployment Benefits (Expected Cash Flows                     
                Postretirement) (Details)                                        
111: R122        Employee Savings Plans (Details)                    HTML     73K  
101: R123        Stock-Based Compensation Plans (Narrative)          HTML    135K  
                (Details)                                                        
27: R124        Stock-Based Compensation Plans (Components of       HTML     59K 
                Stock Based Compensation) (Details)                              
115: R125        Stock-Based Compensation Plans (Rollforward of      HTML     68K  
                Stock Options) (Details)                                         
163: R126        Stock-Based Compensation Plans (Restricted Stock)   HTML     97K  
                (Details)                                                        
35: R127        Stock-Based Compensation Plans (Assumptions Used    HTML     65K 
                to Value Stock Options) (Details)                                
66: R128        Capital Stock (Common Stock and Preferred Stock)    HTML     60K 
                (Details)                                                        
140: R129        Capital Stock (Treasury Stock) (Details)            HTML     67K  
162: R130        Accumulated Other Comprehensive Loss (Details)      HTML     98K  
96: R131        Earnings Per Share (Details)                        HTML     56K 
112: R132        Supplemental Cash Flow Information Supplemental     HTML     49K  
                Cash Flow Information (Details)                                  
36: R133        SUPPLEMENTAL CASH FLOW INFORMATION Narrative        HTML     48K 
                (Details)                                                        
41: R134        Commitments and Contingencies (Contractual          HTML     98K 
                Obligations) (Details)                                           
87: R135        Commitments and Contingencies (Leases and           HTML     48K 
                Guarantees Narrative) (Details)                                  
68: R136        Commitments and Contingencies (Trade Receivables    HTML     66K 
                by Customer Concentration) (Details)                             
131: R137        Commitments and Contingencies (Environmental        HTML     52K  
                Liabilities Narrative) (Details)                                 
91: R138        Commitments and Contingencies (Discounted and       HTML     68K 
                Undiscounted Environmental and Litigation                        
                Liabilities) (Details)                                           
63: R139        Commitments and Contingencies (Environmental and    HTML     54K 
                Litigation Liabilities) (Details)                                
92: R140        Commitments and Contingencies (Litigation           HTML     53K 
                Narrative) (Details)                                             
51: R141        Commitments and Contingencies Off-Balance Sheet     HTML     46K 
                Arrangements (Details)                                           
20: R142        Segment and Geographic Data (Operating Segment      HTML    121K 
                Information) (Details)                                           
142: R143        Segment and Geographic Data (The reconciliation of  HTML     61K  
                EBIT to Net Income) (Details)                                    
122: R144        Segment and Geographic Data (Net Sales And Long     HTML     78K  
                Lived Assets by World Area) (Details)                            
44: R145        Quarterly Data (Unaudited) (Details)                HTML    109K 
160: XML         IDEA XML File -- Filing Summary                      XML    261K  
25: EXCEL       IDEA Workbook of Financial Reports                  XLSX    676K 
67: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   5.97M 
13: EX-101.INS  XBRL Instance -- mon-20140831                        XML   9.85M 
15: EX-101.CAL  XBRL Calculations -- mon-20140831_cal                XML    433K 
16: EX-101.DEF  XBRL Definitions -- mon-20140831_def                 XML   1.54M 
17: EX-101.LAB  XBRL Labels -- mon-20140831_lab                      XML   3.63M 
18: EX-101.PRE  XBRL Presentations -- mon-20140831_pre               XML   2.24M 
14: EX-101.SCH  XBRL Schema -- mon-20140831                          XSD    442K 
46: ZIP         XBRL Zipped Folder -- 0001110783-14-000215-xbrl      Zip    661K

‘EX-10.15.10’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

d410012dex101510-FY14

EXHIBIT 10.15.10.

Form of Fiscal Year 20[__] Financial Goal Restricted Stock Unit Grant

Terms and Conditions

for Chairman and CEO

You have received a grant of Restricted Stock Units (the “Units”) under the Monsanto Company 2005 Long-Term Incentive Plan (as Amended and Restated as of January 24, 2012) (the “Plan”). The Grant Date and the number of Units initially covered by this grant (the “Initial Number of Units”) are set forth in the document you have received entitled “Long-Term Incentive Statement.” The maximum number of Units that you may receive under this grant (the “Maximum Number of Units”) is two times the Initial Number of Units. The Long-Term Incentive Statement and these terms and conditions collectively constitute the Award Certificate for the Units, and describe the provisions applicable to the Units.

1. Definitions. Each capitalized term not otherwise defined herein has the meaning set forth in the Plan or, if not defined in the Plan, in the attached Long-Term Incentive Statement. The “Company” means Monsanto Company, a Delaware corporation incorporated February 9, 2000.

2. Nature of Units. The Units represent the right to receive, in certain circumstances, a number of Shares determined in accordance with the Long-Term Incentive Statement and these terms and conditions. Until such time (if any) as Shares are delivered to you, you will not have any of the rights of a common stockholder of the Company with respect to those Shares, your rights with respect to the Units and those Shares will be those of a general creditor of the Company, and you may not sell, assign, transfer, pledge, hypothecate, give away, or otherwise dispose of the Units. Any attempt on your part to dispose of the Units will result in their being forfeited. However, you shall have the right to receive a cash payment (the “Dividend Equivalent Payment”) with respect to the Units (if any) that vest pursuant to this Award Certificate, subject to withholding pursuant to paragraph 6 below, in an amount equal to the aggregate cash dividends that would have been paid to you if you had been the record owner, on each record date for a cash dividend during the period from the Grant Date through the settlement date of the Units, of a number of Shares equal to the number of Units that vest under this Award Certificate. The Dividend Equivalent Payment shall be made on such settlement date. You shall not be entitled to receive any payments with respect to any non-cash dividends or other distributions that may be made with respect to the Shares.

3. Vesting of Units.

(a) 162(m) Performance Goal. Subject to Section 5, in order to vest in the Maximum Number of Units or any lesser number of Units under this Award Certificate, the 162(m) Performance Goal must be met (as determined and certified by the Committee following August 31, 20[___] [the end of the third fiscal year]). The “162(m) Performance Goal” is that the Company’s Net Income, as defined in the next sentence, must exceed zero for the period from September 1, 20[__] through August 31, 20[__] [including the current and next two fiscal years]. “Net Income” means gross profit (i) minus (A) sales, general and administrative expenses, (B) research and development expense, (C) amortization, (D) net interest expense, and (E) income taxes and (ii) plus or minus other income and expense; all as reported in the Company’s financial statements; but excluding positive or negative effects of (I) restructuring charges and reversals, (II) the outcome of lawsuits, (III) impact of liabilities, expenses or settlements related to Solutia, Inc. or agreements associated with a Solutia, Inc. plan of reorganization, (IV) unbudgeted business sales and divestitures, and (V) the cumulative effects of changes in accounting methodology made after August 31, 20[__] [the date

before the beginning of the performance period].

(b) EPS, Cash Flow, and ROC Goals. If the Section 162(m) Performance Goal is met, then the number of Units eligible for vesting under this Award Certificate will be determined one-third based upon the Company’s achievement of cumulative earnings per share (the “EPS Goal”), one-third based upon the Company’s achievement of cumulative cash flow (the “Cash Flow Goal”), and one-third based upon the Company’s achievement of return on capital (the “ROC Goal,” and, together with the EPS Goal and the Cash Flow Goal, the “Goals” and each, singularly, a “Goal”) for fiscal years 20[__], 20[__] and 20[__] as compared to the Goals set forth on Exhibit A hereto. Not later than November 15, 20[__][three years after grant], the Committee will determine the extent to which the Goals have been met, the number of Units that have vested under this Award Certificate, and the number of Units to be forfeited, as follows:

Below Threshold-Level Performance: For each Goal as to which performance is below threshold level, one-third of the Initial Number of Units shall be forfeited.

Above Threshold-Level/Below Target Performance: For each Goal as to which performance is at or above threshold level but below target level, a number of Units that is equal to (i) one-third of the Initial Number of Units times (ii) the percentage determined by straight-line interpolating between 50% and 100%, based on the relationship between actual performance, threshold-level performance, and target-level performance for the applicable Goal, shall, subject to Section 3(c), vest as of November 15, 20[__][three years after grant].

Target-Level Performance: For each Goal as to which target-level performance is achieved, one-third of the Initial Number of Units shall, subject to Section 3(c), vest as of November 15, 20[__][three years after grant].

Above Target-Level Performance: For each Goal as to which greater than target-level performance is achieved, a number of Units that is equal to (i) one-third of the Initial Number of Units times (ii) the percentage determined by straight-line interpolating between 100% and 200%, based on the relationship between actual performance, target-level performance, and outstanding-level performance for the applicable Goal (for this purpose, performance above the outstanding level for the applicable Goal shall be deemed to be performance at such outstanding level) shall, subject to Section 3(c), vest as of November 15, 20[__][three years after grant].

(c) Effect of Termination of Service. If after the Grant Date and prior to November 15, 20[__][three years after grant], you incur: (i) a Termination of Service by reason of Retirement, death or Disability, or (ii) a Termination of Service without Cause on account of a Job Elimination or divestiture, this Award Certificate shall continue in effect without regard to the continued services requirement of the final sentence of this paragraph, the Units granted to you hereunder shall continue to vest based on the degree of achievement of the performance goals set forth in Sections 3(a) and 3(b), and you shall be delivered Shares in accordance with Section 4 on the same terms that would have applied had you remained continuously employed through November 15, 20[__][three years after grant]. Except as provided in Section 5(d), if you incur a Termination of Service before November 15, 20[__][three years after grant] for any other reason than those set forth in the preceding sentence, all Units subject to this Award Certificate shall be forfeited as of the date of such Termination of Service.

4. Delivery of Shares. The Company shall deliver to you a number of Shares equal to the number of Units (if any) that vest pursuant to this Award Certificate (except that in the event of settlement following conversion of the Units into a cash account pursuant to Section 5(a), delivery shall be in cash), subject to withholding as provided in paragraph 6 below. Such delivery shall take place as soon as practicable, but in no event more than 15 days, after November 15, 20[__][three years after grant]. Notwithstanding the foregoing, with respect to a Termination of Service that is a “separation from service” within the meaning

of Section 409A of the Code and that occurs during the two-year period following a Change of Control that qualifies as an event described in Section 409A(a)(2)(A)(v) of the Code and the regulations thereunder, such delivery shall take place as soon as practicable following the date of the applicable Termination of Service. Nothing in this Agreement, including Section 5, shall preclude the Company from settling upon a Change of Control the Units that are not replaced by a Replacement Award (as defined below), to the extent effectuated in accordance with Treas. Regs. § 1.409A-3(j)(ix).

5. Change of Control. The provisions of this Section 5 shall govern vesting of the Units upon a Change of Control.

(a) Upon the occurrence of a Change of Control, notwithstanding any other provision of this Award Certificate, the number of Units subject to this Award Certificate (determined in accordance with Section 5(c)) shall vest in full, except to the extent that another award meeting the requirements of Section 5(b) is provided to you to replace the Units (any award meeting the requirements of Section 5(b), a “Replacement Award”). In the event that no Replacement Award is so provided to you, the Units shall be converted into a cash account (based on the number of Units as of the date of the Change of Control (determined in accordance with Section 5(c)) and the value per Share as of the Change of Control), which shall accrue interest at the applicable federal short-term rate provided for in Section 1274(d)(1)(A) of the Code, and be settled in accordance with Section 4 above. For clarity, such account shall be fully vested as of the Change of Control, in no event shall the amount of such account be increased or decreased as a result of the circumstances of a subsequent Termination of Service, and the provisions of Section 2 relating to Dividend Equivalent Payments shall cease to apply following conversion of the Units into a cash account.

(b) An award shall meet the conditions of this Section 5(b) (and hence qualify as a Replacement Award) if: (i) it is a restricted stock unit in respect of publicly traded equity securities of the Company or the surviving corporation following the Change of Control, (ii) it has a value at least equal to the value of the Units as of the date of the Change of Control (determined in accordance with Section 5(c)) and provides for vesting based solely on continued service (with no performance conditions), (iii) it contains terms relating to vesting (including with respect to Termination of Service) that are substantially identical to those of this Award Certificate, and (iv) its other terms and conditions are not less favorable to you than the terms and conditions of this Award Certificate (including provisions that apply in the event of a subsequent Change of Control) as of the date of the Change of Control. Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of the Units if the requirements of the preceding sentence are satisfied. If a Replacement Award is granted, the Units shall not vest upon the Change of Control. The determination of whether the conditions of this Section 5(b) are satisfied shall be made by the Committee, as constituted immediately before the Change of Control, in its sole discretion.

(c) For purposes of this Section 5, the number of Units subject to this Award Certificate as of a Change of Control shall be determined in accordance with the following rules:

(i) If the date of the Change of Control is after August 31, 20[__] and prior to September 1, 20[__] [during the first fiscal year of the performance period], the number of Units subject to this Award Certificate as of such Change of Control shall be the Initial Number of Units.

(ii) If the date of the Change of Control is after August 31, 20[__] and prior to September 1, 20[__][during the second fiscal year of the performance period], the number of Units subject to this Award Certificate as of such Change of Control shall be the sum of (x) 67% of the Initial Number of Units plus (y) 33% of the number of Units that would have become eligible for vesting under Section 3(b) above, if Goal achievement were measured solely based upon the degree of achievement of the fiscal year 20[__] goals (assuming for this purpose that the Section 162(m) Performance Goal was achieved), the

determination of such achievement to be made by the Committee no later than the date of the Change of Control, it being understood that to the extent that all necessary performance results are not available as of such date, the Committee shall make a good faith estimate.

(iii) If the date of the Change of Control is after August 31, 20[__] and prior to September 1, 20[__][during the third fiscal year of the performance period], the number of Units subject to this Award Certificate as of such Change of Control shall be the sum of (x) 34% of the Initial Number of Units plus (y) 66% of the number of Units that would have become eligible for vesting under Section 3(b) above, if Goal achievement were measured solely based upon the degree of achievement of the fiscal year 20[__] and the fiscal year 20[__] goals (assuming for this purpose that the Section 162(m) Performance Goal was achieved), the determination of such achievement to be made by the Committee no later than the date of the Change of Control, it being understood that to the extent that all necessary performance results are not available as of such date, the Committee shall make a good faith estimate.

(iv) If the date of the Change of Control is after August 31, 20[__][end of the performance period] and on or before November 30, 20[__][three years after grant], the number of Units subject to this Award Certificate as of such Change of Control shall be determined pursuant to Section 3 based on actual performance (and the Committee shall make the applicable performance determinations no later than the date of the Change of Control, it being understood that to the extent that all necessary performance results are not available as of such date, the Committee shall make a good faith estimate).

(d) If you experience (x) a Termination without Cause or (y) a termination under circumstances entitling you to severance benefits under a constructive termination provision (including, without limitation, a “good reason” provision or a constructive “involuntary termination” provision) of an agreement, plan or program covering you, in either case, at any time following a Change of Control, the applicable Replacement Award shall vest in full.

6. Withholding. Notwithstanding any other provision of this Award Certificate, your right to receive the Dividend Equivalent Payment and to receive Shares in settlement of any Units is subject to withholding of all taxes that are required to be paid or withheld in connection with such Dividend Equivalent Payment or the delivery of such Shares. With respect to the delivery of Shares, you must make arrangements satisfactory to the Company for the payment of any such taxes.

7. Recoupment Policy. Notwithstanding any other provision of this Award Certificate, the Units shall be subject to the terms of the Company’s Recoupment Policy, which is hereby incorporated herein by reference.

8. No Right to Continued Employment or Service. This Award Certificate shall not limit or restrict the right of the Company or any Affiliate to terminate your employment or service at any time or for any reason.

9. Effect of Award Certificate; Severability. This Award Certificate shall be binding upon and shall inure to the benefit of any successor of the Company. The invalidity or unenforceability of any provision of this Award Certificate shall not affect the validity or enforceability of any other provision of this Award Certificate.

10. Amendment. The terms and conditions of this Award Certificate may not be amended in any manner adverse to you without your consent.

11. Plan Interpretation. This Award Certificate is subject to the provisions of the Plan, and all of the provisions of the Plan are hereby incorporated into this Award Certificate. If there is a conflict between the provisions of this Award Certificate and the Plan, the provisions of the Plan govern. If there is any ambiguity in this Award Certificate, any term that is not defined in this Award Certificate, or any matters as to which this Award Certificate is silent, the Plan shall govern, including, without limitation, the provisions of the Plan addressing construction and governing law, as well as the powers of the Committee, among others, to (a) interpret the Plan, (b) prescribe, amend and rescind rules and regulations relating to the Plan, (c) make appropriate adjustments to the Units in the event of a corporate transaction, and (d) make all other determinations necessary or advisable for the administration of the Plan.

Definition of Performance Metrics for Financial Goal RSUs

Fiscal 20[__] - Fiscal 20[__][three fiscal years]

Diluted Earnings Per Share (EPS)


•	Defined in accordance with the Monsanto Company Statement of Consolidated Operations


•	Items, either positive or negative, that are deemed to be extraordinary by the People and Compensation Committee of the Board of Directors are excluded for purposes of Earnings Per Share (but not Cash Flow) calculations

Ø Restructuring charges and reversals

Ø Impact of lawsuit outcomes

Ø Impact of Solutia-related liabilities, expenses, settlements or agreements associated with Solutia’s reorganization plan

Ø Impact of unbudgeted business sales/divestitures

Ø Impact of changes in accounting rules

Cash Flow from Operating and Investing Activities


•	Defined in accordance with the Monsanto Company Statement of Consolidated Cash Flows


•	Items, either positive or negative, that are deemed to be extraordinary by the People and Compensation Committee of the Board of Directors are excluded for purposes of Cash Flow calculations

Ø Impact of unbudgeted acquisitions

Ø Impact of agreements associated with Solutia’s emergence from bankruptcy

Return on Capital (ROC)


•	Earnings before interest and after taxes (EBIAT) divided by the average of the prior year-end and current year total assets less non-interest bearing liabilities, less excess cash (cash over $400,000,000)

ROC = EBIAT

(Total Assets - non-interest bearing liabilities - excess cash)


•	Items, either positive or negative, that are deemed to be extraordinary by the People and Compensation Committee of the Board of Directors are excluded for purposes of Return on Capital calculations

Ø Impact of unbudgeted acquisition

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed on:	10/29/14	4
For Period end:	8/31/14	4, 5, ARS
	1/24/12	8-K, DEF 14A
	2/9/00
		List all Filings

2 Subsequent Filings that Reference this Filing

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

 3/13/15  SEC                               UPLOAD¶    10/16/17    1:33K  Monsanto Co./New
 2/25/15  SEC                               UPLOAD¶    10/16/17    1:164K Monsanto Co./New

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Filing Submission 0001110783-14-000215 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Monsanto Co/New – ‘10-K’ for 8/31/14 – ‘EX-10.15.10’

On: Wednesday, 10/29/14, at 12:41pm ET · For: 8/31/14 · Delayed-Release: Document/Exhibit ¶ – Release Delayed · Accession #: 1110783-14-215 · File #: 1-16167

Previous ‘10-K’: ‘10-K’ on 10/23/13 for 8/31/13 · Next: ‘10-K’ on 10/29/15 for 8/31/15 · Latest: ‘10-K’ on 10/27/17 for 8/31/17 · 2 References: By: SEC – ‘UPLOAD’ on 3/13/15 By: SEC – ‘UPLOAD’ on 2/25/15