exv10w19w7






EXHIBIT
10.19.7


[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.



	 	 	 	 	 
	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) 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, 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 then by the Company for Cause) on or after your 55th
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 50th 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, 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 55th 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 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. If you experience 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, 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 (including, without limitation, those setting forth the
consequences of a Change of Control) 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.