exv10w20w7w1






Exhibit 10.20.7.1




Summary of Strategic Goal RSUs



On Oct. 26, 2009, the People and Compensation Committee (the “Committee”) of the Board of Directors
of Monsanto Company (the “Company”) granted strategic performance goal restricted stock units
(“strategic goal RSUs”) to certain of the executive officers named in the compensation table in
Monsanto’s proxy statement dated Dec. 1, 2008 (the “Named Executive Officers”) and other executive
team members. The following chart shows the initial number of strategic goal RSUs granted to each
of the Named Executive Officers:




	 	 	 	 	 
	Name	 	
Initial Number of Units1
	Hugh Grant
	 	 	79,580	 
	Terrell K. Crews2
	 	 	N/A	2
	Brett D. Begemann
	 	 	15,920	 
	Carl M. Casale
	 	 	18,040	 
	Robert T. Fraley, Ph.D.
	 	 	26,530	 








 




			
	1	 	The actual number of units that may vest can range from 0% to 200% of the initial
number of units, depending upon continued employment and the achievement of specified
performance goals.
	 
	2	 	Mr. Crews will retire from the Company effective Nov. 30, 2009.




Strategic goal RSUs represent the right to receive a specified number of shares of the Company’s
common stock if and to the extent the strategic goal RSUs vest. Vesting of the grants is subject
to:





	 	•	 	the Company’s attainment of specified strategic performance criteria relating to
cumulative gross profit for SmartStaxTM Corn during the designated performance
period (Sept. 1, 2009 through Aug. 31, 2012), cumulative gross profit for Roundup Ready 2
Yield® Soybeans during the designated performance period (Sept. 1, 2009 through Aug. 31,
2012) and commercialization of Drought 1 Corn by Aug. 31, 2012; and
	 
	 	•	 	the officer’s continued employment during the designated service period (Sept. 1, 2009
through Aug. 31, 2013); or
	 
	 	•	 	vesting upon a change of control of the Company, based on the target number of units, in
the case of a change of control during the performance period, or the number of units
earned, in the case of a change of control following the performance period. A “change of
control” generally means: (i) any other person or entity acquires beneficial ownership of
20% or more of the Company’s outstanding common stock or the combined voting power over the
Company’s outstanding voting securities; (ii) the incumbent directors, as defined in the
agreements, cease for any reason to constitute at least a majority of the Board of
Directors; (iii) the completion of certain corporate transactions including a
reorganization, merger, statutory share exchange, consolidation or similar transaction, a
sale or other disposition of all or substantially all of the Company’s assets, or the
acquisition of assets or stock of another entity, subject to certain exceptions; or (iv)
the Company’s shareowners approve a complete liquidation or dissolution. The terms and
conditions provide for single-trigger vesting given that it is unlikely that the pre-set
performance metrics would be appropriate after the change of control. In the case of
involuntary termination of




 









 






	 	 	 	employment without cause, or death or disability, the participant would vest in either (1) a
pro-rata portion of units earned, if the performance goal is met, in the case of termination
during the performance period, or (2) the number of units earned based on the performance
goal, in the case of termination following the performance determination.




After the end of the three-year performance period, the Committee determines performance against
the goal the committee established for purposes of Code Section 162(m) prior to the start of the
performance period. If the Code Section 162(m) performance goal is met, all units earned are fully
deductible by the Company. If the Code Section 162(m) performance goal is not met, all units are
forfeited. For the strategic goal RSU grants, the Company must have positive Net Income for the
Sept. 1, 2009 through Aug. 31, 2012 performance period. “Net Income” means gross profit (i) minus
(a) sales, general and administrative expenses, (b) research and development expense, (c)
amortization, (d) net interest expense, and (e) income taxes and (ii) plus or minus other income
and expense, all as reported in the Company’s financial statements, but excluding positive or
negative effects of (1) restructuring charges and reversals, (2) the outcome of lawsuits, (3)
research and development write-offs on acquisitions, (4) impact of liabilities, expenses or
settlements related to Solutia, Inc. or agreements associated with a Solutia, Inc. plan of
reorganization, (5) unbudgeted business sales and divestitures and (6) the cumulative effects of
changes in accounting methodology made after Aug. 31, 2009.



If the Code Section 162(m) performance goal is met, the Committee considers a corresponding portion
of the units initially awarded to each officer, from zero to 200%, as eligible for vesting based on
the Company’s attainment of the specified strategic goals during the performance period and the
executive’s employment during the service period. If the Company achieves between the threshold
and target level for a goal, up to 50% of the units will be forfeited. If the Company achieves
target, 100% of the units will be eligible for vesting, and if the Company exceeds target, up to
200% of the units will be eligible for vesting.



Any strategic goal RSUs eligible for vesting will then vest and be delivered in shares of Company
stock if the officer meets the additional one-year service requirement.



The strategic goal RSUs are settled by delivery of the appropriate number of shares of our common
stock at the time of vesting.



The foregoing summary of the terms and conditions of the strategic goal RSUs is qualified in its
entirety by reference to the full text of the Form of Terms and Conditions of Strategic Performance
Goal Restricted Stock Units Grant Under the Monsanto Company 2005 Long-Term Incentive Plan, as
approved by the People and Compensation Committee of the Board of Directors on Oct. 26, 2009, filed
as Exhibit 10.20.7 to this Form 10-K and incorporated by reference herein.



The Company intends to provide additional information regarding other compensation awarded to the
Named Executive Officers in respect of and during the 2010 fiscal year in the proxy statement for
its 2010 annual meeting of shareowners, which proxy statement is expected to be filed with the
Securities and Exchange Commission in December 2009.