exv10w17w1






EXHIBIT 10.17.1




AWARD CERTIFICATE

Terms and Conditions




 





MONSANTO COMPANY

Phantom Share Retention Plan

For Long-Term International Assignees


You have received an Award of Units (“Award”) under the Monsanto Company Phantom Share Unit
Retention Plan For Long-Term International Assignees (the “Plan”). The Grant Date, the Vesting
Date, and the number of Units covered by the Award, are set forth in the document you have received
entitled “Unit Award Statement.” The Unit Award Statement and these terms and conditions
collectively constitute the Award Certificate for the Award, and describe the provisions applicable
to the Award.




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



     2. Vesting Date. Your Vesting Date is the two-year anniversary of your successful
completion of your international assignment that commences as of your Grant Date, as determined by
the Company international assignment administrator. You will be entitled to receive the Unit Value
of each Unit covered by this Award determined as of the Vesting Date, provided that you shall not
have incurred a Termination of Service before your Vesting Date. A change of control of the
Company will have no effect on the vesting of the Award.



     3. Termination of Service Prior to Vesting Date. The effect of your Termination of
Service prior to the Vesting Date shall be as follows:




     (a) Involuntary Termination Without Cause, Retirement, Death or
Disability




	 	i.	 	If you incur a Termination of Service by
reason of an Involuntary Termination Without Cause, Retirement, death
or Disability prior to your successful completion of your assignment,
you will forfeit all of the Units covered by this Award as of the
date of your Termination of Service.
	 
	 	ii.	 	If you incur a Termination of Service by
reason of death or Disability after your successful completion of
your assignment and prior to you becoming fully vested in this Award,
you will be entitled to receive the Unit Value of a percentage (as
described below) of the Units covered by this Award determined as of
the date of your Termination of Service. Such percentage shall be
equal to: (A) the number of months included in the period from the
first day of the calendar month immediately preceding the date of
your successful completion of your assignment through the last day of
the month that occurs on, or immediately preceeds, the date of your
Termination of Service, (B)





 









 





	 	 	 	divided by 24. You will forfeit any unvested Units covered by this Award
as of the date of your Termination of Service.






     (b) Termination for Cause. If your Termination of Service is a Termination for
Cause, you will forfeit all Units covered by this Award.




     (c) Other. If your Termination of Service is by reason of voluntary
resignation or any other reason not described in paragraph 3(a), (b) or (c) above, you will
forfeit all Units covered by this Award.



     4. Payment of Unit Value. Payment of the Unit Value of Units pursuant to paragraph 2
or paragraph 3(a) or (c), above, shall be made to you in cash as soon as administratively feasible
following the Vesting Date or, with respect to a payment pursuant to paragraph 3(a), following the
date of your Termination of Service.



     5. Withholding. The Company shall withhold from the amounts payable to you all taxes
that the Company is required to withhold under applicable federal, state or local law and
regulations.



     6. Nontransferability. This Award is not transferable by you other than upon death by
will, the laws of descent and distribution, or written designation of a beneficiary.



     7. No Right to Continued Employment or Service. This Award Certificate shall not
limit or restrict the right of the Company to terminate or transfer your employment or service at
any time or for any reason.



     8. 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 Award 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.



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



     10. 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 Award. 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 and governing law 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 Award 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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