exv10w19w3



 





EXHIBIT 10.19.3




THIRD AMENDMENT TO THE

MONSANTO COMPANY LONG-TERM INCENTIVE PLAN

AS AMENDED AND RESTATED AS OF APRIL 24, 2003



     The Monsanto Company Long-Term Incentive Plan, as amended and restated as of April 24, 2003,
and again amended effective January 29, 2004 and effective October 23, 2006 (as so amended, the
“Plan”), is hereby further amended as set forth below, effective as of June 14, 2007:




1. Section 2 of the Plan is hereby amended by inserting the following new definitions, in
alphabetical order among the existing definitions, and renumbering the subsections thereof to
reflect such insertions:




“Corporate Transaction” means a merger, consolidation, acquisition of property or
shares, stock rights offering, liquidation, disposition for consideration of the
Company’s direct or indirect ownership of an Affiliate, or another event similar to
any of the foregoing, affecting or involving the Company or any of its Affiliates.




“Share Change” means a stock dividend, stock split, reverse stock split,
reorganization, share combination, or recapitalization, or another event similar to
any of the foregoing, affecting the capital structure of the Company, or a
separation or spin-off of an Affiliate without consideration or other extraordinary
dividend of cash or other property to the Company’s shareholders.




2. Section 6.1 of the Plan is hereby amended to read in its entirety as follows:




Share and Other Adjustments. Notwithstanding any other provision of this Incentive
Plan, in the event of a Corporate Transaction, the Committee or the Board may in its
discretion make, and in the event of a Share Change, the Committee or the Board
shall make, such adjustments as it deems appropriate and equitable to the aggregate
number and kind of shares reserved for delivery pursuant to Awards under this
Incentive Plan, in the limitations set forth in this Section 5, in the number and
kind of shares subject to outstanding Awards, in the Exercise Price of outstanding
Options and Stock Appreciation Rights, and/or such other equitable substitution or
adjustments as it may determine to be appropriate; provided, that the number of
shares subject to any Award shall always be a whole number and that no adjustment
will be permissible hereunder to the extent it would cause any Qualified
Performance-Based Award to fail to qualify for the Section 162(m) Exemption. Shares
delivered under the Plan as an Award or in settlement of an Award issued or made (i)
upon the assumption, substitution, conversion or replacement of outstanding awards
under a plan or arrangement of an entity acquired in a merger or other acquisition,
or (ii) as a post-transaction grant under such a plan or arrangement of an acquired
entity, shall not reduce or be counted against the maximum number of Shares
available for delivery under the Plan, to the extent that the exemption for
transactions in connection with mergers and acquisitions from the stockholder
approval requirements of the New York Stock Exchange for equity compensation plans
applies.




3. This Third Amendment shall be effective with respect to all Awards that are outstanding on
the date hereof and all Awards that are granted after the date hereof.




4. The Plan is otherwise ratified and confirmed without amendment.