exv10w16w2



 





EXHIBIT 10.16.2




MONSANTO COMPANY LONG-TERM INCENTIVE PLAN




Management

Terms and Conditions

of this Nonqualified Option Grant




You have received a Non-Qualified Option (the “Option”) under the Monsanto
Company 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

	


	 	 	33	%
	


	 	 	33	%
	


	 	Remaining unvested portion








     (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, the Option shall be forfeited. If you
experience a Termination of Service after the first anniversary of the Grant
Date, including, without limitation, by reason of Retirement, death, or
Disability, the Option shall vest and remain exercisable (or be forfeited) to
the extent provided in this Section 4.



        (a) Retirement. If you experience a Termination of Service as a result of
Retirement 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” means a Termination of
Service for any reason other than a Termination for Cause on or after your 50th
birthday.



 









 





        (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 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. If you experience a voluntary Termination of
Service, 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. 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) Involuntary Termination Other Than for Cause. If you experience an
involuntary Termination of Service, other than a Termination for Cause, 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 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. If any
Shares you wish to use to pay the Exercise Price of the Option were acquired
pursuant to the exercise of a stock option or were otherwise granted by the
Company, such Shares may be used to exercise the Option only after they have
been held by you for at least six months (or any other period required by the
Committee).



     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)



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delivery of previously owned Shares, or (iii) retention, 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.




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