SEC Info - Monsanto Co/New - ‘10-K’ for 8/31/10

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Monsanto Co/New – ‘10-K’ for 8/31/10 – ‘EX-10.14.9’

On: Wednesday, 10/27/10, at 2:05pm ET · For: 8/31/10 · Accession #: 950123-10-96537 · File #: 1-16167

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

10/27/10  Monsanto Co/New                   10-K        8/31/10  111:31M                                    Donnelley … Solutions/FA

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   1.29M 
 2: EX-10.14.9  Material Contract                                   HTML     42K 
 3: EX-10.16    Material Contract                                   HTML    101K 
 4: EX-10.16.1  Material Contract                                   HTML     36K 
 5: EX-10.16.2  Material Contract                                   HTML     31K 
 6: EX-10.17    Material Contract                                   HTML     60K 
 7: EX-10.17.1  Material Contract                                   HTML     33K 
 8: EX-10.22    Material Contract                                   HTML     33K 
 9: EX-10.25    Material Contract                                   HTML     32K 
11: EX-21       Subsidiaries List                                   HTML     28K 
12: EX-23       Consent of Experts or Counsel                       HTML     29K 
10: EX-12       Statement re: Computation of Ratios                 HTML     45K 
13: EX-31.1     Certification -- §302 - SOA'02                      HTML     33K 
14: EX-31.2     Certification -- §302 - SOA'02                      HTML     34K 
15: EX-32       Certification -- §906 - SOA'02                      HTML     29K 
86: XML         IDEA XML File -- Definitions and References          XML    463K 
100: XML         IDEA XML File -- Filing Summary                      XML    499K  
95: XML.R1      Document and Entity Information                      XML    196K 
96: XML.R2      Statements of Consolidated Operations                XML    465K 
56: XML.R3      Statements of Consolidated Financial Position        XML    453K 
64: XML.R4      Statements of Consolidated Financial Position        XML     93K 
                (Parenthetical)                                                  
84: XML.R5      Statements of Consolidated Cash Flows                XML    598K 
81: XML.R6      Statements of Consolidated Shareholders Equity and   XML   1.15M 
                Comprehensive Income                                             
106: XML.R7      Statements of Consolidated Shareholders Equity and   XML    123K  
                Comprehensive Income (Parenthetical)                             
33: XML.R8      Background and Basis of Presentation                 XML     56K 
80: XML.R9      Significant Accounting Policies                      XML    114K 
29: XML.R10     New Accounting Standards                             XML     71K 
28: XML.R11     Business Combinations                                XML    162K 
55: XML.R12     Restructuring                                        XML    168K 
90: XML.R13     Receivables                                          XML     70K 
57: XML.R14     Customer Financing Programs                          XML     90K 
60: XML.R15     Inventory                                            XML     74K 
75: XML.R16     Property, Plant and Equipment                        XML     64K 
111: XML.R17     Goodwill and Other Intangible Assets                 XML    109K  
48: XML.R18     Investments and Equity Affiliates                    XML     74K 
22: XML.R19     Deferred Revenue                                     XML     61K 
63: XML.R20     Income Taxes                                         XML    150K 
89: XML.R21     Debt and Other Credit Arrangements                   XML     98K 
40: XML.R22     Fair Value Measurements                              XML    193K 
85: XML.R23     Financial Instruments                                XML    234K 
61: XML.R24     Postretirement Benefits - Pensions                   XML    478K 
105: XML.R25     Postretirement Benefits - Health Care and Other      XML    141K  
                Postemployment Benefits                                          
92: XML.R26     Employee Savings Plans                               XML     60K 
67: XML.R27     Stock-Based Compensation Plans                       XML    188K 
76: XML.R28     Capital Stock                                        XML     58K 
27: XML.R29     Accumulated Other Comprehensive Loss                 XML     64K 
31: XML.R30     Earnings Per Share                                   XML     62K 
42: XML.R31     Supplemental Cash Flow Information                   XML     63K 
51: XML.R32     Commitments and Contingencies                        XML    178K 
74: XML.R33     Segment and Geographic Data                          XML    186K 
91: XML.R34     Other Expense and Solutia Related Items              XML     53K 
25: XML.R35     Selling, General and Administrative Expenses         XML     53K 
34: XML.R36     Discontinued Operations                              XML     65K 
97: XML.R37     Quarterly Data (Unaudited)                           XML    154K 
104: XML.R38     Significant Accounting Policies (Policies)           XML    270K  
68: XML.R39     Business Combinations (Tables)                       XML    159K 
108: XML.R40     Restructuring (Tables)                               XML    161K  
35: XML.R41     Receivables (Tables)                                 XML     76K 
110: XML.R42     Inventory (Tables)                                   XML     74K  
44: XML.R43     Property, Plant and Equipment (Tables)               XML     60K 
23: XML.R44     Goodwill and Other Intangible Assets (Tables)        XML    108K 
43: XML.R45     Income Taxes (Tables)                                XML    170K 
88: XML.R46     Debt and Other Credit Arrangements (Tables)          XML     89K 
103: XML.R47     Fair Value Measurements (Tables)                     XML    168K  
58: XML.R48     Financial Instruments (Tables)                       XML    198K 
46: XML.R49     Postretirement Benefits - Pensions (Tables)          XML    548K 
73: XML.R50     Postretirement Benefits - Health Care and Other      XML    181K 
                Postemployment Benefits (Tables)                                 
26: XML.R51     Stock Based Compensation Plans (Tables)              XML    183K 
78: XML.R52     Accumulated Other Comprehensive Loss (Tables)        XML     60K 
47: XML.R53     Earnings Per Share (Tables)                          XML     53K 
32: XML.R54     Supplemental Cash Flow (Tables)                      XML     54K 
102: XML.R55     Commitments and Contingencies (Tables)               XML    163K  
99: XML.R56     Segment and Geographic Data (Tables)                 XML    188K 
54: XML.R57     Discontinued Operations (Tables)                     XML     61K 
39: XML.R58     Quarterly Data (Unaudited) (Tables)                  XML    148K 
93: XML.R59     Significant Accounting Policies (Details)            XML    401K 
30: XML.R60     Business Combinations (Details)                      XML   1.51M 
82: XML.R61     Restructuring (Details)                              XML   3.20M 
79: XML.R62     Receivables (Details)                                XML    152K 
98: XML.R63     Customer Financing Programs (Details)                XML    626K 
94: XML.R64     Inventory (Details)                                  XML    195K 
107: XML.R65     Property, Plant and Equipment (Details)              XML    260K  
37: XML.R66     Goodwill and Other Intangible Assets (Details)       XML    697K 
53: XML.R67     Investments and Equity Affiliates (Details)          XML    481K 
71: XML.R68     Deferred Revenue (Details)                           XML    180K 
62: XML.R69     Income Taxes (Details)                               XML    986K 
72: XML.R70     Debt and Other Credit Arrangements (Details)         XML   1.60M 
109: XML.R71     Fair Value Measurements (Details)                    XML    726K  
38: XML.R72     Financial Instruments (Details)                      XML   1.86M 
45: XML.R73     Postretirement Benefits - Pensions (Details)         XML  16.38M 
41: XML.R74     Postretirement Benefits - Health Care and Other      XML    681K 
                Postemployment Benefits (Details)                                
69: XML.R75     Employee Savings Plans (Details)                     XML    234K 
77: XML.R76     Stock Based Compensation Plans (Details)             XML   2.65M 
66: XML.R77     Capital Stock (Details)                              XML    307K 
59: XML.R78     Accumulated Other Comprehensive Loss (Details)       XML    112K 
36: XML.R79     Earnings Per Share (Details)                         XML    168K 
24: XML.R80     Supplemental Cash Flow Information (Details)         XML    303K 
70: XML.R81     Commitments and Contingencies (Details)              XML   1.68M 
52: XML.R82     Segment and Geographic Data (Details)                XML   1.65M 
65: XML.R83     Other Expense and Solutia Related Items (Details)    XML     92K 
87: XML.R84     Selling General and Administrative Expenses          XML     90K 
                (Details)                                                        
83: XML.R85     Discontinued Operations (Details)                    XML    145K 
50: XML.R86     Quarterly Data (Unaudited) (Details)                 XML    473K 
101: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   4.37M  
16: EX-101.INS  XBRL Instance -- mon-20100831                        XML   6.29M 
18: EX-101.CAL  XBRL Calculations -- mon-20100831_cal                XML    360K 
21: EX-101.DEF  XBRL Definitions -- mon-20100831_def                 XML   1.75M 
19: EX-101.LAB  XBRL Labels -- mon-20100831_lab                      XML   3.98M 
20: EX-101.PRE  XBRL Presentations -- mon-20100831_pre               XML   2.33M 
17: EX-101.SCH  XBRL Schema -- mon-20100831                          XSD    414K 
49: ZIP         XBRL Zipped Folder -- 0000950123-10-096537-xbrl      Zip    400K

‘EX-10.14.9’ — Material Contract

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

exv10w14w9

EXHIBIT 10.14.9

[Form of]

Monsanto Company [2005] Long-Term Incentive Plan

Fiscal Year [20_ _ ] Management
Terms and Conditions
of this Nonqualified Option Grant

You have received a grant of Non-Qualified Options (collectively, the “Option”) under the Monsanto Company [2005] Long-Term Incentive Plan (the “Plan”). The Grant Date, the number of Shares covered by the Option, and the Exercise Price are set forth in the document you have received entitled “Stock Option Statement.” The Stock Option Statement and these terms and conditions collectively constitute the Award Certificate for the Option, and describe the provisions applicable to the Option. This Option is not intended to qualify as an “incentive stock option” as defined in Section 422 of the Code.

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 Stock Option Statement. The “Company” means Monsanto Company, a Delaware corporation incorporated February 9, 2000.

2. Exercisability. (a) The Option shall vest in accordance with the following schedule.

C: C: C: C:


Vesting Date		Shares to Vest
[_______] 15, [20___]		[1/3 of the Option]
November 15, [20___]		[1/3 of the Option]
November 15, [20___]		Remaining unvested portion of the Option

(b) The provisions of this Section 2(b) shall govern vesting of the Option upon a Change of Control, notwithstanding the provisions of Section 11.17 of the Plan.

(i) Upon a Change of Control, the Option, if outstanding, shall vest in full, except to the extent that another award meeting the requirements of Section 2(b)(ii) is provided to you to replace the Option (any award meeting the requirements of Section 2(b)(ii), a “Replacement Award”).

(ii) An award shall meet the conditions of this Section 2(b)(ii) (and hence qualify as a Replacement Award) if: (1) it is a stock option or stock

appreciation right in respect of publicly traded equity securities of the Company or the surviving corporation following the Change of Control, (2) it has a value at least equal to the value of this Option as of the date of the Change of Control (other than in respect of customary fractional rounding of share amounts and exercise price), (3) it contains terms relating to vesting and exercisability (including with respect to Termination of Service) that are substantially identical to those of this Option, and (4) its other terms and conditions are not less favorable to you than the terms and conditions of this Option 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 this Option if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 2(b)(ii) are satisfied shall be made by the Committee, as constituted immediately before the Change of Control, in its sole discretion.

(c) Except as otherwise provided in the Plan, the Option may be exercised at any time after it vests and before its term expires or it is sooner forfeited as provided in Sections 3 and 4 below.

3. Term. The term of the Option shall expire on the tenth anniversary of the Grant Date.

4. Retirement, Disability, Death or Other Termination of Service; Transfer. If you experience a Termination of Service for any reason before the first anniversary of the Grant Date (unless such Termination of Service follows a Change of Control), the Option shall be forfeited. If you experience a Termination of Service after the first anniversary of the Grant Date (or, if earlier, after a Change of Control), including, without limitation, by reason of a Retirement Event, death, Disability, or involuntary termination other than for Cause, the Option shall vest and remain exercisable (or be forfeited) to the extent, and only to the extent, provided in this Section 4, notwithstanding any differing treatment set forth in Section 6.5 of the Plan.

(a) Retirement Event. If you experience a Termination of Service as a result of a Retirement Event after the first anniversary of the Grant Date (or, if earlier, after a Change of Control), the Option shall become fully vested and shall remain exercisable until the earlier of the fifth anniversary of the date of your Termination of Service or the tenth anniversary of the Grant Date, and then shall be forfeited to the extent not exercised. For purposes of this Award Certificate, “Retirement Event” means: (i) a Termination of Service (other than by the Company for Cause) on or after your 55^th birthday and your completion of five years of service with the Company and any of its Subsidiaries and Affiliates; or (ii) a Termination without Cause on or after your 50^th birthday due to a job-elimination or divestiture of the Affiliate or Subsidiary by which you were employed.

(b) Death or Disability. If you experience a Termination of Service as a result of death or Disability after the first anniversary of the Grant Date (or, if earlier, after a Change of Control), the Option shall become fully vested and shall remain exercisable until the earlier of the first anniversary (or, if such termination of Service occurs on or after your 55^th birthday and your completion of five years of service with the Company and any of its Subsidiaries and Affiliates, the fifth anniversary) of the date of your Termination of Service or the tenth anniversary of the Grant Date, and then shall be forfeited to the extent not exercised.

(c) Termination for Cause. If you experience a Termination for Cause, the Option, whether vested or not, shall immediately be forfeited.

(d) Voluntary Termination; Certain Terminations Without Cause. If you experience a voluntary Termination of Service (other than as a result of a Retirement Event or a voluntary termination governed by Section 4(e)) or a Termination Without Cause that is neither a Retirement Event nor governed by Section 4(e), then, to the extent the Option is vested on the date of your Termination of Service, it shall remain exercisable until the earlier of the 90th day after the date of your Termination of Service or the tenth anniversary of the Grant Date, and then shall be forfeited to the extent not exercised, and any portion of the Option that is not vested on the date of your Termination of Service shall be forfeited upon your Termination of Service.

(e) Job Elimination; Termination Without Cause Following a Change of Control. If you experience (x) a Termination without Cause (other than a Retirement Event) due to a job-elimination or divestiture of the business, Affiliate or Subsidiary by which you were employed, after the first anniversary of the Grant Date, or (y) at any time following a Change of Control, either (1) a termination without Cause or (2) 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, the Option shall become fully vested and shall remain exercisable until the earlier of the first anniversary of the date of your Termination of Service or the tenth anniversary of the Grant Date, and then shall be forfeited to the extent not exercised.

5. Exercise Procedures. (a) You may exercise the Option at any time after the Option has vested and become exercisable by giving notice to the Company specifying the number of Shares for which the Option is being exercised. The notice shall be provided to the Company’s Designated Administrator, in a manner set forth by the Company or the Designated Administrator for this purpose. The “Designated Administrator” is the person or entity most recently specified by the Company as such for purposes of the Plan.

(b) The purchase price for the Shares for which the Option is being exercised shall be paid in full at the time of exercise and any other information required by the Committee shall be provided at that time. The purchase price shall be paid (i) in cash or by check, (ii) by tendering to the Designated Administrator whole Shares (but not fewer than 100 Shares), valued at their Fair Market Value on the date of exercise, or (iii) by any other method designated by the Committee. The Committee may require payment in a particular or different method in order to comply with applicable law.

6. Withholding. In order for Shares to be delivered when you exercise the Option, you must make arrangements satisfactory to the Company for the payment of any taxes required to be paid or withheld in connection with the exercise of the Option. No more than the minimum required withholding will be permitted in the form of Shares. While the Company reserves the right to modify the methods of tax withholding that it deems acceptable, as of the time that this Award Certificate is being delivered to you, tax withholding may be satisfied by (i) cash or check, (ii) delivery of Shares, or (iii) retention by the Company, sale to a third party or cancellation by the Company of Shares otherwise deliverable upon the Option exercise.

7. Nontransferability. The Option is not transferable by you other than upon death by will, the laws of descent and distribution, or written designation of a beneficiary. The Option is exercisable, during your lifetime, only by you (or by your guardian or legal representative). Any person who holds the Option is subject to the terms and conditions of this Award Certificate. No transfer of the Option shall be effective to bind the Company unless the Company has been furnished with written notice of the transfer and appropriate evidence to establish the validity of the transfer and the acceptance by the transferee of the terms and conditions of this Award Certificate.

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 and the person or entity to whom the Option may have been transferred by will, the laws of descent and distribution or beneficiary designation. The invalidity or enforceability 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 a manner adverse to you without your consent.

11. Discretionary Nature of the Plan. You acknowledge and agree that the Plan is discretionary in nature and may be amended, cancelled, or terminated by the Company, in its sole discretion, at any time. The grant of the Option under the Plan is a one-time benefit and does not create any contractual or other right to receive a grant of stock options or benefits in lieu of stock options in the future. Future grants of stock options, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of any grant, the number of stock options, vesting provisions, and the exercise price.

12. 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 as provisions of this Option. 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, governing law, and 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 Option to reflect non-United States laws or customs or in the event of a corporate transaction, and (d) make all other determinations necessary or advisable for the administration of the Plan.

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed on:	10/27/10	4
For Period end:	8/31/10	10-K/A, 4, 4/A, 8-K/A
	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

 3/15/11  SEC                               UPLOAD¶    10/16/17    1:47K  Monsanto Co./New
 2/24/11  SEC                               UPLOAD¶    10/16/17    1:62K  Monsanto Co./New

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Filing Submission 0000950123-10-096537 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)