exv10w16w3



 





EXHIBIT 10.16.3




MONSANTO COMPANY LONG-TERM INCENTIVE PLAN




Terms and Conditions

Restricted Shares Grant

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You have received an Award of Restricted Shares (the “Restricted Shares”) under
the Monsanto Company Long-Term Incentive Plan (the “Plan”). The Grant Date and
the number of Restricted Shares covered by this Award are set forth in the
document you have received entitled “Restricted Shares Statement.” The
Restricted Shares Statement and these Terms and Conditions collectively
constitute the Award Certificate for the Restricted Shares, and describe the
provisions applicable to the Restricted Shares.




     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 Restricted Shares Statement. The “Company” means Monsanto Company, a
Delaware corporation incorporated February 9, 2000.



     2. Delivery of Restricted Shares. (a) As of the Grant Date, the
Restricted Shares have been registered in your name in a book-entry account
maintained by Mellon Investor Services, the Company’s transfer agent. This
registration constitutes delivery of the Restricted Shares to you for all
purposes. This book-entry account indicates that the Restricted Shares are
subject to these Terms and Conditions.



        (b) Until such time (if any) as the Restricted Shares vest, you may not
sell, assign, transfer, pledge, hypothecate, give away, or otherwise dispose of
them. Any attempt on your part to dispose of the Restricted Shares will result
in their being forfeited. However, you shall have all other rights of a common
stockholder of the Company with respect to the Restricted Shares, including the
right to vote such stock at any meeting of the common stockholders of the
Company and the right to receive all dividends and other distributions declared
and paid with respect to the Restricted Shares (“Dividends”). If any of the
Restricted Shares are forfeited before vesting, then (i) you shall not be
entitled to any Dividends for which the record date is after the day after such
forfeiture occurs, and (ii) from and after the day after such forfeiture
occurs, you shall no longer have any other rights as a stockholder with respect
to the Restricted Shares.



     3. Vesting. The Restricted Shares shall vest [on the third anniversary of
the Grant Date / in five equal annual installments on each of the first five
anniversaries of the Grant Date], subject to Sections 4 and 5 below.



     4. Termination of Service. (a) If you incur a voluntary Termination of
Service at a time when all of the Restricted Shares have not yet become vested,
all of the Restricted Shares that have not yet vested and any rights you may
have under this Award Certificate shall immediately be forfeited.



        (b) If you experience a Termination for Cause, all Restricted Shares,
whether vested or not, shall immediately be forfeited.



        (c) If you experience an involuntary Termination of Service other than a
Termination for Cause, or a Termination of Service as a result of death or
Disability (as determined by the



 









 





Committee) at a time when all of the Restricted Shares have not yet become
vested, the remaining unvested Restricted Shares shall become vested as to a
percentage equal to (i) the number of completed months included in the period
from the Grant Date through the date of your Termination of Service, divided by
(ii) 36.




     5. Withholding. (a) In order for Restricted Shares to be released from
restrictions when they vest, you must make arrangements satisfactory to the
Company for the payment of any taxes that are required to be paid or withheld
in connection with the vesting of the Restricted Shares.



     If you make an election under Section 83(b) of the Code to be taxed on the
Restricted Shares upon receiving them, you must notify the Company within 10
days after making such election, and you must make arrangements satisfactory to
the Company for the payment of any taxes that are required to be paid or
withheld as a result of your election. If you fail to comply with the
preceding sentence, then notwithstanding any other provision of this Award
Certificate, you will forfeit a number of the Restricted Shares sufficient to
satisfy the minimum required withholding, as determined by the Committee in its
sole discretion.



        (b) 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 previously owned Shares, or (iii) retention,
sale to a third party or cancellation by the Company of Restricted Shares that
are vesting. No more than the minimum required withholding will be permitted
using Shares.



     6. 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.



     7. Effect of Award Certificate; Severability. This Award Certificate
shall be binding upon and shall inure to the benefit of any successor of the
Company. 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.



     8. Amendment. The terms and conditions of this Award Certificate may not
be amended in a manner adverse to you without your consent.



     9. 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 the Restricted
Shares. If there is a conflict between the provisions of this Award
Certificate and the Plan, the provisions of the Plan 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 consequences of a Change of
Control as well as 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 Restricted Shares 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.