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EXHIBIT 10.20.3




THIRD AMENDMENT TO THE

MONSANTO COMPANY 2005 LONG-TERM INCENTIVE PLAN




     The Monsanto Company 2005 Long-Term Incentive Plan, as amended and restated as of October 23,
2006, and again amended effective June 14, 2007 (as so amended, the “Plan”), is hereby further
amended as set forth below, effective as of September 1, 2007:




1. Section 2.9 of the Plan is hereby amended to read in its entirety as follows:




“Change of Control” means the happening of any of the events described in subsections (a)
through (d) below:




(a) acquisition by any Person of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20 percent or more of either (i) the
then-outstanding shares of common stock of the Company (the “Outstanding Company Common
Stock”) or (ii) the combined voting power of the then-outstanding voting securities of
the Company entitled to vote generally in the election of directors (the “Outstanding
Company Voting Securities”); provided, that for purposes of this subsection (a), the
following acquisitions shall not constitute a Change of Control: (A) any acquisition
directly from the Company; (B) any acquisition by the Company or a Subsidiary of the
Company; (C) any acquisition by any employee benefit plan (or related trust) sponsored
or maintained by the Company or a Subsidiary of the Company; or (D) any acquisition
pursuant to a transaction that complies with clauses (i), (ii) and (iii) of subsection (c) of this definition;




(b) individuals who, as of the date of the initial public offering of the common
stock of the Company (the “IPO”), constitute the Board (the “Incumbent Board”), cease
for any reason to constitute at least a majority of the Board; provided, that any
individual becoming a director subsequent to the IPO whose election, or nomination for
election by the Company’s stockholders, was approved by a vote of at least a majority
of the directors then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this purpose, any
such individual whose initial assumption of office occurs as a result of an actual or
threatened election contest with respect to the election or removal of directors or
other actual or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board;




(c) consummation of a reorganization, merger, statutory share exchange,
consolidation or similar transaction involving the Company or any of its subsidiaries,
a sale or other disposition of all or substantially all of the assets of the Company or
the acquisition of assets or stock of another entity (a “Business Combination”), in
each case, unless, following such Business Combination, (i) all or substantially all of
the individuals and entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities immediately
prior to such Business Combination beneficially own, directly or indirectly, more than
60% of, respectively, the then-outstanding shares of common stock (or, for a
non-corporate entity, equivalent securities) and the combined voting power of the
then-outstanding voting securities entitled to vote generally in the election of
directors (or, for a non-corporate entity, equivalent governing body), as the case may
be, of the entity resulting from such Business Combination (including without
limitation an entity that as a result of such transaction owns the Company or all or
substantially all of the Company’s assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership, immediately
prior to such Business Combination of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding
the Company, a Subsidiary of the Company, any entity resulting from a Business
Combination or any employee benefit plan (or related trust) thereof) beneficially owns,
directly or indirectly, 20 percent or more of the then-outstanding shares of common
stock of the entity resulting from such Business Combination or 20 percent or more of
the combined voting power of the then-outstanding voting securities entitled to vote
generally in the election of directors of such entity, except to the extent that such
ownership



 









 







existed prior to the Business Combination and (iii) at least a majority of the
members of the board of directors (or, for a non-corporate entity, equivalent
governing body), of the entity resulting from such Business Combination were members
of the Incumbent Board at the time of the execution of the initial agreement, or of
the action of the Board, providing for such Business Combination; or




(d) approval by the stockholders of the Company of a complete liquidation or
dissolution of the Company.




2. 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.




3. The plan is otherwise ratified and confirmed without amendment.





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