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Monsanto Co/New – ‘10-K’ for 8/31/04 – ‘EX-10.19’

On:  Wednesday, 11/3/04, at 4:55pm ET   ·   For:  8/31/04   ·   Private-to-Public:  Document/Exhibit  –  Release Delayed   ·   Accession #:  950137-4-9377   ·   File #:  1-16167

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

11/03/04  Monsanto Co/New                   10-K8/31/04   16:1.8M                                   Bowne Boc/FA

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.58M 
16: COVER     ¶ Comment-Response or Cover Letter to the SEC         HTML      3K 
 2: EX-10.16.2  Form of Terms and Conditions of Option Grant        HTML     20K 
 3: EX-10.16.3  Form of Terms and Conditions of Restricted Stock    HTML     15K 
                          Grant                                                  
 4: EX-10.16.4  Form of Terms and Conditions of Restricted Stock    HTML     25K 
                          Unit Grant                                             
 5: EX-10.16.5  Form of Terms and Conditions of Restricted Stock    HTML     26K 
                          Unit Grant                                             
 6: EX-10.17    Amended and Restated Deferred Payment Plan          HTML     38K 
 7: EX-10.19    Fiscal Year 2005 Annual Incentive Plan Summary      HTML     24K 
 8: EX-10.21    Monsanto Company Executive Health Management        HTML     16K 
                          Program                                                
 9: EX-21       Subsidiaries of the Registrant                      HTML      9K 
10: EX-23.1     Consent of Independent Registered Public Acct.      HTML      9K 
                          Firm                                                   
11: EX-23.2     Consent of Independent Registered Public Acct.      HTML      9K 
                          Firm                                                   
15: EX-99       Computation of Ratio of Earnings to Fixed Charges   HTML     20K 
12: EX-31.1     CEO Certification                                   HTML     13K 
13: EX-31.2     CFO Certification                                   HTML     13K 
14: EX-32       Section 1350 Certifications                         HTML     10K 


‘EX-10.19’   —   Fiscal Year 2005 Annual Incentive Plan Summary


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  exv10w19  

 

EXHIBIT 10.19

Fiscal Year 2005 Annual Incentive Plan Summary
(September 1, 2004 through August 31, 2005 Performance Period)

General:

  The Fiscal Year 2005 Annual Incentive Plan (“Plan”) will cover the performance period September 1, 2004 through August 31, 2005 (“Performance Period”)

Ø   Any payout, as determined by the Board People and Compensation Committee (“Committee”), is made in November 2005

  Eligibility includes regular employees who do not participate in a local sales or manufacturing annual incentive plan
 
  Funding of the Plan is determined by the Company’s attainment of certain financial goals and the Committee’s determination that such attainment satisfies certain subjective performance criteria as determined by the Committee. In addition, regardless of the attainment of any one or more of the Plan’s financial goals, the Committee, in its sole discretion, shall determine whether the incentive pool should be funded and the amount of such funding, if any
 
  A Target Annual Incentive Opportunity, expressed as a percentage of base pay, is established for each participant with respect to the Performance Period
 
  Various performance levels are approved by the Committee with a payout level associated with each level of performance:
 C:  C:  C:  C: 
     
    Potential Payout
    As a Percent of Target Annual
Performance Level
  Incentive Opportunity
Threshold
    35%
Budget
  100%
Outstanding
  200%

  The cost at the Budget level of performance for the Performance Period is as follows:
       
Officers
$   3.3   M
Management
$   37.7   M
Non-Management
$   9.0   M
 
 
 
TOTAL
$   50.0   M

 



 

Financial Goals:

  The Committee approves Threshold, Budget and Outstanding levels of performance for the Performance Period relating to:
         
 
  Ø  Sales Growth   10% weighting
  Ø  Earnings Per Share   50% weighting
  Ø  Cash Flow   40% weighting

  Sales Growth, Earnings Per Share and Cash Flow are determined in accordance with the “Definition of Performance Metrics”
 
  Following the end of the Performance Period, the Committee evaluates Company performance for the Performance Period relative to the financial goals

Ø   The Committee may consider subjective criteria in determining whether or not any financial goal has been attained and the amount of incentive pool funding with respect to any financial goal

Process: Funding of Incentive Pool and Payout of Awards:

  A Target incentive award pool is calculated, equal to the sum of base salaries of all Plan participants at the end of the Performance Year multiplied by their respective Target Annual Incentive Opportunities

  After the end of the Performance Period, the Committee determines the actual funding of the incentive pool for the Plan based upon the Company’s performance for the Performance Period, measured against the Plan’s financial goals and other subjective performance factors

Ø   The Committee may, in its judgment, consider subjective factors in determining to what extent, if any, the incentive pool will be funded

  The amount of money available for awards (i.e. the funding of the incentive pool) is determined by multiplying the value of the Target incentive award pool by the percentage of overall Company performance achieved, as determined by the Committee

Ø   Special considerations regarding attainment of financial goals and funding of incentive pool:

  The incentive pool will be funded at no less than 20% of Budget level funding in the event Monsanto pays dividends with respect to each of its financial quarters ending during the Performance Year

2



 

  In the event Monsanto does pay dividends with respect to each of the Company’s fiscal quarters ending during the Performance Period, but the Company does not attain the Threshold level of performance with respect to the Earnings Per Share financial goal (considering the financial goal metrics for Earnings Per Share and other subjective performance factors), the incentive pool may not fund at greater than 20% of Budget level funding
 
  If the Company exceeds the Outstanding level of performance with respect to any one or more financial goals, the incentive pool may be funded above the Outstanding level

  Individual awards are determined based on team and individual performance

Ø   People managers: 50% of award based on development of people, team and personal development (including diversity); 50% based on business results
 
Ø   Non-managers: 75% of award based on business results; 25% on personal development

  The payment and amount of any award are subject to the sole discretion of the Committee or its delegate

Events Affecting Payout of Individual Performance Year Incentives:

  If an employee commences employment during the Performance Period, he/she is eligible for an award reflecting actual months of participation to the nearest whole month

  If a participant’s Target Annual Incentive Opportunity changes during the Performance Period, he/she is eligible for an award reflecting the Target Annual Incentive Opportunity on the last day of the Performance Period

  If a participant’s pay changes during the Performance Period, any incentive award received is based on base pay on the last day of the Performance Period

  If a participant transfers within the Company, his/her award will come from the unit in which he/she is working on the last day of the Performance Period, but performance for the entire Performance Period will be considered

  A participant who:

Ø   voluntarily resigns may be considered for an award only if the resignation occurs after the end of the Performance Period

3



 

Ø   involuntarily separates without cause, is eligible for an award reflecting participation to the nearest whole month if he/she has already worked at least three months in the Performance Period
 
Ø   retires, dies, or becomes permanently disabled, is eligible for an award reflecting actual participation to the nearest whole month provided that he/she worked at least three months during the Performance Period. Retirement is defined as termination at or after age 50.
 
Ø   incurs a termination of employment for cause, forfeits all rights to any award

  Any award would be paid in November 2005

4


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
8/31/0510-K,  8-K
Filed on:11/3/044,  4/A
9/1/04
For Period End:8/31/044
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Filing Submission 0000950137-04-009377   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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