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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/29/12 Monsanto Co/New 10-Q 5/31/12 85:12M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 1.04M
2: EX-10.3 Material Contract HTML 27K
3: EX-10.4 Material Contract HTML 29K
4: EX-10.5 Material Contract HTML 598K
5: EX-12 Statement re: Computation of Ratios HTML 50K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 28K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 28K
8: EX-32 Certification -- §906 - SOA'02 HTML 23K
57: R1 Document and Entity Information HTML 42K
44: R2 Statements of Consolidated Operations (Unaudited) HTML 177K
55: R3 Condensed Statements of Consolidated Financial HTML 198K
Position (Unaudited)
59: R4 Condensed Statements of Consolidated Financial HTML 48K
Position (Parenthetical) (Unaudited)
79: R5 Statements of Consolidated Cash Flows (Unaudited) HTML 192K
46: R6 Statements of Consolidated Shareholders Equity and HTML 115K
Comprehensive Income (Unaudited)
54: R7 Statements of Consolidated Shareholders Equity and HTML 46K
Comprehensive Income (Parenthetical) (Unaudited)
40: R8 Background and Basis of Presentation HTML 38K
30: R9 New Accounting Standards HTML 34K
80: R10 Business Combinations HTML 54K
61: R11 Customer Financing Programs HTML 45K
60: R12 Variable Interest Entities HTML 62K
66: R13 Restructuring HTML 138K
67: R14 Receivables HTML 42K
64: R15 Inventory HTML 37K
68: R16 Goodwill and Other Intangible Assets HTML 86K
56: R17 Investments and Equity Affiliates HTML 36K
58: R18 Deferred Revenue HTML 39K
63: R19 Income Taxes HTML 30K
85: R20 Debt and Other Credit Arrangements HTML 33K
75: R21 Fair Value Measurements HTML 159K
50: R22 Financial Instruments HTML 232K
62: R23 Postretirement Benefits - Pensions, Health Care HTML 108K
and Other
52: R24 Stock-Based Compensation Plans HTML 62K
22: R25 Comprehensive Income HTML 48K
76: R26 Earnings Per Share HTML 42K
82: R27 Supplemental Cash Flow Information HTML 31K
35: R28 Commitments and Contingencies HTML 43K
34: R29 Segment Information HTML 133K
38: R30 Discontinued Operations HTML 33K
39: R31 Subsequent Events HTML 28K
41: R32 Business Combinations (Tables) HTML 39K
20: R33 Variable Interest Entities (Tables) HTML 47K
73: R34 Restructuring (Tables) HTML 128K
48: R35 Receivables (Tables) HTML 32K
51: R36 Inventory (Tables) HTML 34K
25: R37 Goodwill and Other Intangible Assets (Tables) HTML 82K
84: R38 Fair Value Measurements (Tables) HTML 147K
15: R39 Financial Instruments (Tables) HTML 196K
42: R40 Postretirement Benefits - Pensions, Health Care HTML 98K
and Other (Tables)
78: R41 Stock Based Compensation Plans (Tables) HTML 56K
24: R42 Comprehensive Income (Tables) HTML 42K
33: R43 Earnings Per Share (Tables) HTML 36K
37: R44 Supplemental Cash Flow (Tables) HTML 28K
45: R45 Segment Information (Tables) HTML 120K
19: R46 Business Combinations (Details) HTML 77K
29: R47 Customer Financing Programs (Details) HTML 59K
17: R48 Variable Interest Entities (Details) HTML 45K
77: R49 Restructuring (Details) HTML 130K
23: R50 Receivables (Details) HTML 43K
74: R51 Inventory (Details) HTML 39K
26: R52 Goodwill and Other Intangible Assets (Details) HTML 86K
43: R53 Investments and Equity Affiliates (Details) HTML 65K
16: R54 Deferred Revenue (Details) HTML 58K
18: R55 Income Taxes (Details) HTML 26K
36: R56 Debt and Other Credit Arrangements (Details) HTML 55K
21: R57 Fair Value Measurements (Details) HTML 108K
81: R58 Financial Instruments - Fair Value and Notional HTML 77K
Amounts (Details)
47: R59 Financial Instruments - Gain-Loss (Details) HTML 65K
65: R60 Postretirement Benefits - Pensions, Health Care HTML 75K
and Other (Details)
28: R61 Stock Based Compensation Plans (Details) HTML 56K
31: R62 Comprehensive Income (Details) HTML 57K
72: R63 Earnings Per Share (Details) HTML 47K
70: R64 Supplemental Cash Flow Information (Details) HTML 33K
49: R65 Commitments and Contingencies (Details) HTML 33K
71: R66 Segment Information (Details) HTML 65K
27: R67 Discontinued Operations (Details) HTML 37K
53: R68 Subsequent Events (Details) HTML 25K
83: XML IDEA XML File -- Filing Summary XML 120K
32: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 2.09M
9: EX-101.INS XBRL Instance -- mon-20120531 XML 3.24M
11: EX-101.CAL XBRL Calculations -- mon-20120531_cal XML 267K
12: EX-101.DEF XBRL Definitions -- mon-20120531_def XML 710K
13: EX-101.LAB XBRL Labels -- mon-20120531_lab XML 1.79M
14: EX-101.PRE XBRL Presentations -- mon-20120531_pre XML 1.17M
10: EX-101.SCH XBRL Schema -- mon-20120531 XSD 252K
69: ZIP XBRL Zipped Folder -- 0001193125-12-289129-xbrl Zip 223K
| EX-10.3 |
EXHIBIT 10.3
MONSANTO COMPANY 2005 LONG-TERM INCENTIVE PLAN (AS AMENDED AND RESTATED AS
OF JANUARY 24, 2012)
Terms and Conditions of Restricted Share Grant to Non-Employee Director [Elective Retainer Amount]
To
You have elected to receive an Award of Restricted Shares (the “Restricted Shares”) under the Monsanto Company 2005 Long-Term Incentive Plan (as Amended and Restated as of January 24, 2012) (the “Plan” and, together with the Monsanto Company Non-Employee Director Equity Incentive Compensation Plan, the “Plans”). The Grant Date and the number of Restricted Shares covered by this Award are set forth in the document you have received entitled “Restricted Shares Statement.” The Restricted Shares Statement and these Terms and Conditions collectively constitute the Award Certificate for the Restricted Shares, and together with the Plans, describe the provisions applicable to the Restricted Shares.
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 Restricted Shares Statement. The “Company” means Monsanto Company, a Delaware corporation incorporated February 9, 2000.
2. Delivery of Restricted Shares. (a) As of the Grant Date, the Restricted Shares have been registered in your name in a book-entry account maintained by Computershare Shareowner Services LLC, the Company’s transfer agent. This registration constitutes delivery of the Restricted Shares to you for all purposes. This book-entry account indicates that the Restricted Shares are subject to these Terms and Conditions.
(b) Until such time (if any) as the Restricted Shares vest, you may not sell, assign, transfer, pledge, hypothecate, give away, or otherwise dispose of them. Any attempt on your part to dispose of the Restricted Shares will result in their being forfeited. However, you shall have all other rights of a shareowner of the Company with respect to the Restricted Shares, including the right to vote such stock at any meeting of the shareowners of the Company and the right to receive all dividends and other distributions declared and paid with respect to the Restricted Shares (“Dividends”). If any of the Restricted Shares are forfeited before vesting, then (i) you shall not receive any Dividends for which the record date is after the day after such forfeiture occurs, and (ii) from and after the day after such forfeiture occurs, you shall no longer have any other rights as a shareowner with respect to the Restricted Shares.
3. Vesting. The Restricted Shares shall vest on the last day of each of the [12] months immediately following the Grant Date, as follows: (i) [10] installments of [XXX] Restricted Shares each, with each installment vesting on the last day of each of the [10] months immediately following the Grant Date, with the first installment vesting on [September 30, 201X] and the last installment vesting on [June 30, 201X], and (ii) [two] installments of [XXX] Restricted Shares each, with each installment vesting on the last day of each month, with the first installment vesting on
[July 31, 201X] and the last installment vesting on August 31, [201X], provided that in each case of (i) and (ii) you remain a Director on the applicable vesting day, and subject to Section 4 below. If your Termination Date occurs on or before August 30, [201X], the Restricted Shares that are scheduled to vest on or after the Termination Date shall be forfeited. Notwithstanding anything to the contrary in the Plan or Section 7 below, Section 11.17 of the Plan shall have no application with respect to the Restricted Shares.
4. Taxes. You must make arrangements for the payment of any taxes that are required to be paid in connection with the vesting of the Restricted Shares. If you make an election under Section 83(b) of the Code to be taxed on the Restricted Shares upon receiving them, you must notify the Company within ten days after making such election. You must make arrangements for the payment of any taxes that are required to be paid as a result of your election.
5. Effect of Award Certificate; Severability. The Award Certificate shall be binding upon and shall inure to the benefit of any successor of the Company and the person or entity to whom the Restricted Shares may have been transferred by will, the laws of descent and distribution or designation. The invalidity or enforceability of any provision of the Award Certificate shall not affect the validity or enforceability of any other provision of the Award Certificate.
6. Amendment. The terms and conditions of the Award Certificate may not be amended in a manner adverse to you without your consent.
7. Plan Interpretation. The Award Certificate is subject to the provisions of the Plans, and all of the provisions of the Plans are hereby incorporated into the Award Certificate as provisions of the Restricted Shares. If there is a conflict between the provisions of the Award Certificate and the Plan, the provisions of the Plan govern (and, in the case where there is a conflict between the provisions of the Plans, the terms of the Plans regarding the resolution of such conflict shall govern). If there is any ambiguity in the Award Certificate, any term that is not defined in the Award Certificate, or any matters as to which the Award Certificate is silent, the Plans shall govern, including, without limitation, the provisions of the Plans addressing construction, governing law, and the powers of the People and Compensation Committee of the Board of Directors of the Company, among others, to (i) interpret the Plans, (ii) prescribe, amend and rescind rules and regulations relating to the Plans, (iii) make appropriate adjustments to the Restricted Shares to reflect non-United States laws or customs or in the event of a corporate transaction, and (iv) make all other determinations necessary or advisable for the administration of the Plans.
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 6/29/12 | 8-K, S-3ASR | ||
| For Period end: | 5/31/12 | |||
| 1/24/12 | 8-K, DEF 14A | |||
| 2/9/00 | ||||
| List all Filings | ||||