exv10w16






EXHIBIT 10.16




MONSANTO COMPANY DEFERRED PAYMENT PLAN

AMENDED AND RESTATED AS OF DECEMBER 8, 2008




          1. NAME OF PLAN. This plan shall be known as the “The Monsanto Company Deferred Payment Plan”
and is hereinafter referred to as this “Plan.”




          2. PURPOSES OF PLAN. The purposes of this Plan are to enable Monsanto Company, a Delaware
corporation (the “Company”), and its Subsidiaries to retain qualified individuals to serve as
employees by providing a means for them to elect to defer payment of certain compensation on a
pre-tax basis.




          3. EFFECTIVE DATE. This Plan was originally effective September 1, 2000. An amended and
restated Plan was effective as of January 1, 2004. The December 8, 2008 restatement of the Plan
is intended to comply with the requirements of Code Section 409A with respect to amounts credited
to Account Balances under the Plan after December 31, 2004, and unpaid as of the December 8, 2008,
amendment and restatement. The Plan was operated in good faith compliance with Code Section 409A
with respect to amounts credited to Account Balances after December 31, 2004, and distributed
before the December 8, 2008, amendment and restatement. Amounts credited to Account Balances prior
to 2005, along with earnings on such amounts within the meaning of Section 409A, are subject to the
terms of the plan in effect at that time. Attached as Appendix A is the Plan document applicable
to amounts credited to Account Balances prior to 2005.




          4. DEFINITIONS. The following terms shall have the meanings set forth below:




          “Act” means the Securities Exchange Act of 1934.




          “Beneficiaries” has the meaning set forth in Section 8.




          “Beneficiary Designation” has the meaning set forth in Section 8.




          “Board” means the Board of Directors of the Company.




          “Cash Account” means that portion of the Deferral Account that is credited monthly with
interest credits at the Interest Rate.




          “Committee” means the People Committee or the Internal People Committee, as the context may
require, as more fully set forth in Section 9.




          “Company” has the meaning set forth in Section 2.




          “Daily Closing Price” means, for any given date, the last reported per-share sales price for a
Share during normal business hours on the New York Stock Exchange (“NYSE”) for the immediately
preceding trading date, as reported by The Wall Street Journal. Effective December 8, 2008, Daily
Closing Price means, for any given date, the last reported per-share sales price for a Share during
normal business hours on the NYSE for that date, or if the Shares were not traded on





 









 







the NYSE for that date, then on the most recent preceding date on which the Shares were
traded, as reported by the official website of the NYSE.




          “Date Certain” has the meaning set forth in Section 7(a).




          “Date Certain Election” has the meaning set forth in Section 7(a).




          “Deferral Account” means a bookkeeping account maintained by the Company for a Participant in
accordance with Section 6, representing the amount the Participant is entitled to receive pursuant
to this Plan. The “Deferral Account” is made up of both a “Cash Account” and a “Stock Unit
Account.”




          “Deferral Election” means an election by a Participant to defer some or all of his or her
Eligible Compensation under this Plan.




          “Deferred Compensation” means any Eligible Compensation that a Participant elects to defer in
accordance with this Plan.




          “Delivery Election” means an election by a Participant as to the time or times at which the
balance in his or her Deferral Account will be distributed to the Participant.




          “Eligible Compensation” means such portion or categories of the cash compensation payable to
an Eligible Employee by the Company or any of its Subsidiaries under the Company’s Annual Incentive
Plan or other cash compensation as the Company shall determine from time to time; provided, that
Eligible Compensation shall exclude the amount necessary to satisfy the tax withholding obligations
of the Company and its Subsidiaries with respect to Deferred Compensation pursuant to Section
7(e)(ii), if such obligation is not otherwise satisfied by the Eligible Employee.




          “Eligible Employee” means an employee of the Company or any of its Subsidiaries who (i) is
designated by the Company as having an M05 classification or above and is a either a citizen of the
United States residing in the United States or an employee permanently assigned to the United
States or (ii) is designated by the Committee as an Eligible Employee. Notwithstanding the
foregoing, the Committee may from time to time determine to exclude any such individual from the
definition of “Eligible Employee”.




          “Employer” means Monsanto Company or the Subsidiary for whom an Eligible Employee performs
services.




          “EBPC” means the Employee Benefits Plans Committee of the Company or, to the extent necessary
or appropriate in view of Sections 16(a) and 16(b) of the Securities Exchange Act of 1934, the
People Committee.




          “Executive Participant” means a Participant who is subject to the Company’s Stock Ownership
Requirements.




          “Fair Market Value” means, for any given date, the average of the highest and lowest per-share
sales prices for Shares during normal business hours on the NYSE for the immediately





 









 







preceding trading date, as reported by such source as the Committee may select. Effective
December 8, 2008, Fair Market Value means, for any given date, the closing per-share sales price
for Shares on the NYSE for that date, or if the Shares were not traded on the NYSE for that date,
then on the most recent preceding date on which the Shares were traded, as reported by the official
website of the NYSE.




          “Internal People Committee” means the Monsanto Company Internal People Committee.




          “Interest Rate” for a calendar year means the average Moody’s Baa Bond Index Rate in effect
during the prior calendar year, or such other rate as may specified by the People Committee from
time to time.




          “Matching Contribution Equivalents” means an amount equivalent to that portion of the benefit
which would have been payable to or contributed on behalf of a Participant by the Company under the
provisions of the Monsanto Company Savings and Investment Plan or the Monsanto Company ERISA Parity
Savings and Investment Plan, as the case may be, but for a Participant’s election to defer all or a
portion of his Eligible Compensation attributable to the Annual Incentive Plan under this Plan.




          “NYSE” means the New York Stock Exchange.




          “Participant” means each Eligible Employee who has made a Deferral Election.




          “Payment Date” for any particular Deferred Compensation means the date it would otherwise have
been paid, if it had not been subject to a Deferral Election.




          “People Committee” means the People and Compensation Committee of the Board or its delegate
(to the extent appropriate in view of Sections 16(a) and 16(b) of the Act).




          “Plan” has the meaning set forth in Section 1.




          “Retirement” means a Participant’s Termination of Employment after having attained age 55 and
performed services through the fifth anniversary of the Participant’s date of hire; provided,
however, that with respect to Terminations of Employment prior to December 8, 2008, the term meant
Termination of Employment after having attained age 50.




          “Retirement Election” has the meaning set forth in Section 7(a).




          “Section” means a section of this Plan.




          “Share” means a share of the Company’s common stock, $.01 par value.




          “Stock Ownership Requirements” means the Monsanto Company Executive and Director Stock
Ownership Requirements as the same may be amended from time to time.




          “Stock Unit” means a hypothetical credit representing one Share.






 









 








          “Stock Unit Account” means that portion of the Deferral Account that is measured by the
performance of Shares.




          “Subsidiary” means (i) any corporation, partnership, joint venture, limited liability company,
or other entity or enterprise that would be treated as a single employer with the Company under
Code Section 414(b) or (c).




          “Termination Date” for a Participant means the date such Participant experiences a Termination
of Employment for any reason.




          “Termination of Employment” shall mean a separation from service as defined under Code Section
409A and Treas. Reg. § 1.409A-1(h) (or any successor provision). For this purpose, a Participant
shall have a Termination of Employment if the Participant ceases to be an employee of his Employer
and all persons with whom the Employer shall be considered a single employer under Code Section
414(b) or (c) (the “Employer Group”). A Participant shall have a Termination of Employment if it
is reasonably anticipated that no further services shall be performed by the Participant for the
Employer Group, or that the level of services the Participant shall perform shall permanently
decrease to no more than 20 percent of the average level of services performed by the Participant
over the immediately preceding 36-month period (or the Participant’s full period of service, if the
Participant has been performing services for less than 36 months).




          “United States” means the fifty states of the United States of America.




          5. DEFERRAL ELECTIONS. Each Eligible Employee shall be permitted to elect to participate in
this Plan by making a Deferral Election in accordance with such procedures and subject to such
limitations as may be established, consistent with Code Section 409A, by the Company from time to
time. When making a Deferral Election, a Participant must elect in writing, upon a form provided
by the Company, whether the Deferred Compensation subject to the Deferral Election will be credited
to the Participant’s Cash Account or the Participant’s Stock Unit Account, or a combination of
both, and must make a Delivery Election applicable to that Deferred Compensation in accordance with
Section 7. A Deferral Election shall be made and shall become irrevocable no later than December
31 of the year prior to the year in which it applies or at such other time as may be determined by
the Company consistent with Code Section 409A. If an Eligible Employee makes a Deferral Election
but fails to elect whether the Deferred Compensation subject to the Deferral Election shall be
credited to the Participant’s Cash Account and/or Stock Unit Account, such Deferred Compensation
shall be credited to the Participant’s Cash Account. A Deferral Election under this Section 5
cannot be changed or revoked after the last date of the period prescribed for making such Deferral
Election




          6. DEFERRAL ACCOUNTS.




               (a) In General. The Company shall maintain a Deferral Account for each Participant,
which shall be subdivided into a Cash Account and a Stock Unit Account. Each such Account shall be
credited as of the relevant Payment Date with the amounts of all Deferred Compensation. Each
Participant’s Deferral Account shall be reduced by the amounts of all distributions as and when
they are made pursuant to Section 7.



 









 





               (b) Cash Account. Each Participant’s Cash Account shall be credited monthly with
interest equivalents on the balance therein at the Interest Rate, as in effect from time to time.



               (c) Stock Unit Account. Whenever Deferred Compensation is credited to a Participant’s
Stock Unit Account, such Deferred Compensation shall be converted to a number of Stock Units equal
to the amount of such Deferred Compensation divided by the average of the Fair Market Value of one
Share for each of the ten consecutive trading days ending on the trading day immediately preceding
the Payment Date. Whenever an ordinary cash dividend is paid, the Cash Account of each Participant
who has a Stock Unit Account shall be credited with an amount of cash equal to (i) the number of
Stock Units in the Participant’s Stock Unit Account as of the record date of the dividend or other
distribution multiplied by (ii) the per-share cash amount of such dividend.



               (d) Investment Election. The Company shall establish rules and procedures to allow
each Participant to elect, during an annual election period that shall be specified from time to
time by the Company, to have amounts credited to his or her Cash Account moved to his or her Stock
Unit Account and vice versa. Notwithstanding the foregoing, an Executive Participant must receive
prior written approval from both the Chief Executive Officer and General Counsel of the Company to
transfer deferred amounts from his or her Stock Unit Account to his or her Cash Account if such
transfer would decrease the Executive Participant’s ownership level below the Company’s Stock
Ownership Requirements; provided, that if the Executive Participant in question is the Chief
Executive Officer or the General Counsel, the Executive Participant must receive the prior written
approval to make such transfer from the Chief Financial Officer of the Company as well as that of
the General Counsel or the Chief Executive Officer, as applicable.



               (e) Matching Contribution Equivalents. A Participant’s Deferral Account shall be
credited with Matching Contribution Equivalents to the extent such Participant’s Deferred
Compensation which relates to Eligible Compensation payable under the Annual Incentive Plan would
have been eligible for a Company matching contribution under the Monsanto Company Savings and
Investment Plan or the Monsanto Company ERISA Parity Savings and Investment Plan. Matching
Contribution Equivalents shall be credited, as of the date the relevant matching contribution would
have been paid to the trustee under the Monsanto Company Savings and Investment Plan or the
Monsanto Company ERISA Parity Savings and Investment Plan, as applicable, to the Participant’s Cash
Account or Stock Unit Account, or a combination thereof, in accordance with the manner in which the
Deferred Compensation to which it relates is credited in accordance with Section 5.



               (f) No Fractional Shares. Notwithstanding any other provision of this Plan, only full
Stock Units may be credited to a Participant’s Stock Unit Account, and any amounts that would
otherwise be credited as a fractional Stock Unit shall instead be credited to (or remain in) the
Participant’s Cash Account.



          7. DISTRIBUTIONS OF ACCOUNT BALANCES.




               (a) Delivery Elections.




               (i) Timing of Deliveries. Each time a Participant makes an election to defer
Eligible Compensation, he or she shall be provided the opportunity to



 









 







make a Delivery Election in accordance with procedures established by the Company,
consistent with Code Section 409A. A Delivery Election shall be made and shall become
irrevocable at the same time as a Deferral Election under Section 5. Each such Delivery
Election shall specify whether it is a Retirement Election or a Date Certain Election, which
will determine (except to the extent otherwise set forth in this Section 7) the time or
times at which the Deferred Compensation to which it relates, together with the interest
and/or dividend equivalents credited thereto, shall be delivered. A “Retirement Election”
means an election to have such delivery occur following the Participant’s Retirement, as
more fully described below. Each Retirement Election shall also specify whether deliveries
pursuant to such Delivery Election shall be made in a lump sum or in monthly installments
over a period of years as long as ten years, and whether such lump sum shall be paid, or
such installments shall begin, during the next following January or July that is at least
six month after the Participant’s Termination Date on account of his or her Retirement or
any subsequent January. A “Date Certain Election” means an election to have such delivery
occur in a specified month and year (the applicable “Date Certain”), which must be later
than the date on which the Deferred Compensation that is deferred would have been paid in
full if no Deferral Election had been made. Payments of amounts subject to a Date Certain
Election shall be made as soon as practicable after the date specified, and in all events by
the later of (i) the end of the year in which the specified date falls and (ii) two and
one-half months following the beginning of the month specified. A Delivery Election under
this Section 7(a)(i) cannot be changed or revoked after the last date of the period
prescribed for making a Deferral Election under Section 5.




               (ii) Form of Deliveries. A Participant who becomes entitled to receive
delivery of his or her Stock Unit Account pursuant to a Date Certain Election or a
Retirement Election shall be permitted to elect, in connection with such delivery, and in
accordance with procedures established by the Company, consistent with Code Section 409A, to
take such delivery (A) in the form of Shares equal to the number of Stock Units in the
Participant’s Stock Unit Account, or (B) in the form of a cash payment equal to the number
of Stock Units in the Participant’s Stock Unit Account multiplied by the Daily Closing Price
of one Share as of (I) in the case of delivery pursuant to a Retirement Election, the
Termination Date, and (II) in the case of delivery pursuant to a Date Certain Election, the
applicable Date Certain. If the Participant fails to make such an election, any delivery
pursuant to a Date Certain Election shall be made in the form of Shares and any delivery
pursuant to a Retirement Election shall be made in cash. Deliveries from a Cash Account,
deliveries upon the death of the Participant, and deliveries upon Termination of Employment
other than a Retirement shall always be made in cash (with any Stock Units being converted
to a cash equivalent based on the Daily Closing Price of Shares on the Participant’s
Termination Date or date of death, as applicable). In the case of cash payments pursuant
to a Retirement Election, the Participant shall also receive interest equivalents on the
amount of each cash payment at the applicable Interest Rate from the Termination Date
through the date of payment.



               (b) Payment of Accounts. Any portion of a Participant’s Deferral Account as to which
a Date Certain Election is in effect shall be paid in accordance with such Date Certain Election;
provided, however, if the Participant’s Termination Date occurs before the applicable Date Certain,
such amount shall be paid in a lump sum during the next following January 1 or July 1 that is at
least six months following the Participant’s Termination Date. Upon a



 









 




Participant’s Retirement, any portion of his or her Deferral Account as to which a Retirement
Election is in effect shall be paid in accordance with Section 7(a) above relating to any such
Retirement Election, and the remaining balance (if any) of his or her Deferral Account shall be
paid in a single lump sum in cash during the next following January 1 or July 1 that is at least
six months following the Participant’s Termination Date. Upon a Participant’s Termination of
Employment other than a Retirement, the entire balance of his or her Deferral Account (whether
subject to a Retirement Election or a Date Certain Election) shall be paid in a single lump sum, in
cash, during the next following January 1 or July 1 that is at least six months following the
Termination Date.




               (c) Death of Participant. Notwithstanding anything in this Plan to the contrary, if a
Participant dies before his or her entire Deferral Account has been paid, the remaining balance
thereof shall be paid to his or her Beneficiaries as soon as practicable, but in no event more than
90 days following, the Participant’s death in cash (with any Stock Units being converted to a cash
equivalent based on the Daily Closing Price on the Participant’s date of death).



               (d) Hardship Withdrawals. Upon the written request of a Participant or a
Participant’s legal representative, the Committee may (but shall not be required to) distribute, in
the form of a cash payment, all or a portion of the Participant’s Deferral Account, to the extent
it determines to be necessary to alleviate a severe financial hardship to the Participant as a
result of the illness or accidental injury of the Participant, the Participant’s spouse, the
Participant’s beneficiary, or the Participant’s dependent (as defined in Code Section 152, without
regard to Code Section 152(b)(1), (b)(2), or (d)(1)(B)), a casualty loss of property not fully
covered by insurance, or other extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant. Notwithstanding any other provision of this Plan,
(A) before making a distribution pursuant to this Section 7(d), the Committee shall first cancel
any outstanding Deferral Election that the Participant has made with respect to Eligible
Compensation for which the Payment Date has not yet occurred, and shall take such cancellation into
account in determining whether and to what extent to make a such a distribution, and (B) a
Participant who receives such a distribution shall not be permitted to make another Deferral
Election until at least one year has elapsed from the date of such distribution. To the extent any
cash payment needed for a hardship withdrawal is derived from a Participant’s Stock Unit Account,
the value of the Stock Units in the Participant’s Stock Unit Account shall be determined based upon
the Daily Closing Price as of the date the Committee grants the hardship withdrawal request. The
determination of whether a Participant is entitled to a hardship withdrawal and the amount of the
withdrawal permitted shall be made in accordance with Treas. Reg. § 1.409A-3(i)(3) (or any
successor provision). No hardship withdrawal shall be distributed during the period beginning with
the Participant’s Termination Date and ending with the first day of the seventh month following the
Participant’s Termination Date.



               (e) Early Payment of Benefits. The Committee may authorize early payment of all or a portion
of a Participant’s Deferral Account to the extent permitted by Treas. Reg. § 1.409A-3(j)(4) (or any
successor provision). Without limitation, payment may be accelerated:



                    (i) To the extent necessary to fulfill a domestic relations order (as defined in Code Section
414(p)(1)(B));



                    (ii) To pay any Federal Insurance Contributions Act (FICA) tax imposed on compensation
deferred under the Plan, to pay any federal, state, local, or foreign income tax imposed as a
result of payment of the FICA tax amount, and to pay the additional income tax



 









 




attributable to the pyramiding wages and taxes. The total payment may not exceed the
aggregate FICA tax amount and the income tax withholding related to such FICA tax amount; or




                    (iii) If the Plan fails to meet the requirements of Code Section 409A. The payment under this
Section 7(e)(iii) may not exceed the amount required to be included in income as a result of such
failure.



               (f) Reemployment. If a Participant who is receiving payments on account of Termination of
Employment pursuant to Section 7 is reemployed by an Employer prior to the complete distribution of
his or her Deferral Account, payment shall be made to the Participant at the scheduled time or
times without regard to the Participant’s reemployment. If the Participant is an Eligible Employee
on reemployment or becomes an Eligible Employee after reemployment, the Participant shall be
entitled to make Deferral Elections and a new Deferral Account shall be established reflecting
post-reemployment amounts to which the Participant is entitled.



          8. BENEFICIARIES. Participants shall be provided with the opportunity to designate, in
accordance with such procedures and subject to such limitations as may be established by the
Company from time to time, the person or persons (“Beneficiaries”) who will receive distributions
of his or her interests in this Plan upon the death of the Participant (a “Beneficiary
Designation”). Once made, a Beneficiary Designation may be superseded by another Beneficiary
Designation. In the case of multiple Beneficiary Designations, the most recent valid Beneficiary
Designation in effect as of the date of death shall be controlling. If a Participant does not have
a valid Beneficiary Designation in effect as of the date of his or her death, his or her
Beneficiary shall be his or her estate.




          9. ADMINISTRATION; AMENDMENT AND TERMINATION.




               (a) The Company shall have full authority to establish, amend and rescind rules and
regulations relating to this Plan and administer this Plan with respect to all Participants,
generally. Unless otherwise set forth to the contrary herein, this Plan and the rules and
regulations hereunder shall be construed and interpreted by the Internal People Committee, or, to
the extent necessary or appropriate in view of Sections 16(a) and 16(b) of the Act by the People
Committee. The Company or Committee, as appropriate, may delegate any of its authority, duties and
responsibilities under this Plan to any other person, including any third party administrator
selected by the Company. Any such delegation shall be in writing and shall specify the identity of
the delegate and the responsibilities delegated to such person.



               (b) The Committee or its delegate may from time to time make such amendments to this Plan as
it may deem proper and in the best interest of the Company, and it may terminate this Plan at any
time; provided, that no such amendment or termination shall, without the consent of the affected
Participant, reduce the amounts that have credited to any Deferral Account before such amendment or
termination is approved by the People Committee or accelerate or delay the payment of such amounts.
Any changes hereunder to the timing of payment of such amounts shall be in accordance with Code
section 409A.



               (c) Notwithstanding any other provision of this Plan, subject to the requirements of Code
section 409A, the Committee may make such amendments to this Plan, to any



 









 




procedures established under this Plan, and to any Deferral Election or Delivery Election
hereunder, as it may determine to be necessary to comply with any applicable law, regulation or
requirement, including without limitation wage controls or guidelines. Such amendments need not
apply uniformly to all Participants.




          10. CLAIMS PROCEDURES.




               (a) Filing a Claim. Each individual who claims to be eligible for benefits under the
Plan (a “Claimant”) may submit a written claim for benefits (a “Claim”) to the EBPC where the
individual believes a benefit to which such individual is eligible has not been provided under the
Plan. A Claim must be set forth in writing on a form provided or otherwise approved by the EBPC
and must be submitted to the EBPC.



               (b) Review of Claim. The EBPC shall evaluate each properly filed Claim and notify the
Claimant of the approval or denial of the Claim within 90 days after the EBPC receives the Claim,
unless special circumstances require an extension of time for processing the Claim. If an
extension of time for processing the Claim is required, the EBPC shall provide the Claimant with
written notice of the extension before the expiration of the initial 90-day period, specifying the
circumstances requiring an extension and the date by which a final decision will be reached (which
date shall not be later than 180 days after the date on which the EBPC received the claim).



               (c) Notice of Claim Denial. If a Claim is denied in whole or in part, the EBPC shall
provide the Claimant with a written notice setting forth (i) the specific reasons for the denial,
(ii) references to pertinent Plan provisions upon which the denial is based, (iii) a description of
any additional material or information needed and an explanation of why such material or
information is necessary, and (iv) the Claimant’s right to seek review of the denial pursuant to
subsection (d) below.



               (d) Review of Claim Denial. If a Claim is denied, in whole or in part, the Claimant
shall have the right to (i) request that the EBPC review the denial, (ii) review pertinent
documents, and (iii) submit issues and comments in writing, provided that the Claimant files a
written request for review with the EBPC within 60 days after the date on which the Claimant
received written notice from the EBPC of the denial. Within 60 days after the EBPC receives a
properly filed request for review, the EBPC shall conduct such review and advise the Claimant in
writing of its decision on review, unless special circumstances require an extension of time for
conducting the review. If an extension of time for conducting the review is required, the EBPC
shall provide the Claimant with written notice of the extension before the expiration of the
initial 60-day period, specifying the circumstances requiring an extension and the date by which
such review shall be completed (which date shall not be later than 120 days after the date on which
the EBPC received the request for review). The EBPC shall inform the Claimant of its decision on
review in a written notice, setting forth the specific reason(s) for the decision and reference to
Plan provisions upon which the decision is based and other required information. A decision on
review shall be final and binding on all persons for all purposes.



               (e) Procedures Control. No Claimant or other individual may file any claim for
benefits or request a review of a denial of any claim unless such person follows the provisions and
timeframes of this Section. A Claimant or other individual shall not be entitled to




 









 







bring any action in any court unless such person has exhausted such person’s rights under this
Section by timely submitting a Claim and requesting a review of a decision with respect to such
Claim.




               (f) Compliance with Code Section 409A. Any claim for benefits under this Plan must be
made by the Claimant no later than the time prescribed by Treas. Reg. § 1.409A-3(g) (or any
successor provision). If a Claimant’s claim or appeal is approved, any resulting payment of
benefits will be made no later than the time prescribed for payment of benefits by Treas. Reg. §
1.409A-3(g) (or any successor provision).



          11. MISCELLANEOUS.




               (a) Nothing contained in this Plan, or in any election form, booklet, summary plan
description, prospectus or other document relating to, describing or referring to this Plan, shall
be deemed to confer on any Eligible Employee or Participant the right to continue as an employee of
the Company or any of its Subsidiaries, or affect the right of the Company and its Subsidiaries to
terminate the employment of any such person for any reason.



               (b) The Company shall have the right to withhold from all payments pursuant to this Plan all
taxes required by applicable law to be withheld. Without limiting the generality of the
foregoing, the Committee shall establish procedures for implementing such withholding by the
withholding of Shares that are otherwise distributable pursuant to this Plan. Taxes required by
law to be withheld in the year of vesting shall be collected from the Participant in the year of
vesting. The Company is authorized to satisfy any tax withholding in the year of vesting by
deducting such taxes from any other compensation due the Participant, collecting from the
Participant cash or a certified check, or through reduction of the Deferral Account in accordance
with Section 7(e)(ii).



               (c) This Plan and any actions taken hereunder shall be governed by, and construed in
accordance with, the laws of the State of Delaware, without regard to the application of the
conflicts of laws provisions thereof. Titles and headings to Sections are for purposes of
reference only, and shall in no way limit, define or otherwise affect the meaning or interpretation
of this Plan.



               (d) It is presently intended that this Plan shall be unfunded. The Company shall not be
required to establish any special or separate fund or to make any other segregation of assets to
assure the payment of amounts credited to Deferral Accounts under this Plan, and Participants shall
at all times be general creditors of the Company with respect to such amounts.



               (e) The rights and obligations under this Plan and any related documents shall inure to the
benefit of, and shall be binding upon, the Company, its successors and assigns, and the
Participants and their Beneficiaries. Except as provided in Section 7(c) hereof regarding the
death of a Participant, no bonus commitment, unpaid bonus award or any amount deferred shall be
pledged or transferred. If any Participant makes such a pledge or transfer in violation of this
Plan, any obligation of the Company under this Plan to that Participant shall terminate.



 









 





               (f) The costs and expenses of administering this Plan shall be borne by the Company, and shall
not be charged to any Deferral Account or to any Participant or Beneficiary.



               (g) In the event of any extraordinary or non-cash dividend, any change in corporate
capitalization such as a stock split, any corporate transaction such as a merger, consolidation,
separation, spin off, or other distribution of stock or property of the Company, any reorganization
(whether or not such reorganization comes within the definition of reorganization in Section 368 of
the Code), or any partial or complete liquidation of the Company, then notwithstanding any other
provision of this Incentive Plan, the People Committee may (1) make appropriate substitution or
adjustments in the number and kind of Shares represented by Stock Unit Accounts, (2) substitute
securities of another entity for the Shares represented by Stock Unit Accounts, (3) convert Stock
Unit Accounts to Cash Accounts based upon the value of the Shares as of a date determined by the
People Committee, (4) credit appropriate dividend equivalent or similar amounts to Cash Accounts or
Stock Unit Accounts, and/or (5) make such other equitable substitutions, adjustments and/or
amendments to Stock Unit Accounts, Cash Accounts and this Plan as it may determine to be
appropriate and consistent with Code Section 409A.



               (h) This Plan is intended to comply with Code Section 409A and shall be administered and
construed consistent with Code Section 409A.



 









 





APPENDIX A

MONSANTO COMPANY DEFERRED PAYMENT PLAN




          1. NAME OF PLAN. This plan shall be known as the “The Monsanto Company Deferred Payment Plan”
and is hereinafter referred to as this “Plan.”




          2. PURPOSES OF PLAN. The purposes of this Plan are to enable Monsanto Company, a Delaware
corporation (the “Company”), and its Subsidiaries to retain qualified individuals to serve as
employees by providing a means for them to elect to defer payment of certain compensation on a
pre-tax basis.




          3. EFFECTIVE DATE. This Plan was originally effective September 1, 2000. This Plan as
amended and restated shall be effective as of January 1, 2004 (the “Effective Date”).




          4. DEFINITIONS. The following terms shall have the meanings set forth below:




          “Beneficiaries” has the meaning set forth in Section 8.




          “Beneficiary Designation” has the meaning set forth in Section 8.




          “Board” means the Board of Directors of the Company.




          “Cash Account” means that portion of the Deferral Account that is credited monthly with
interest credits at the Interest Rate.




          “Committee” means the People Committee or the Internal People Committee, as the context may
require, as more fully set forth in Section 9.




          “Company” has the meaning set forth in Section 2.




          “Daily Closing Price” means, for any given date, the last reported per-share sales price for a
Share during normal business hours on the New York Stock Exchange for the immediately preceding
trading date, as reported by The Wall Street Journal.




          “Date Certain” has the meaning set forth in Section 7(a).




          “Date Certain Election” has the meaning set forth in Section 7(a).




          “Deferral Account” means a bookkeeping account maintained by the Company for a Participant in
accordance with Section 6, representing the amount the Participant is entitled to receive pursuant
to this Plan. The “Deferral Account” is made up of both a “Cash Account” and a “Stock Unit
Account.”




          “Deferral Election” means an election by a Participant to defer some or all of his or her
Eligible Compensation under this Plan.






 









 








          “Deferred Compensation” means any Eligible Compensation that a Participant elects to defer in
accordance with this Plan.




          “Delivery Election” means an election by a Participant as to the time or times at which the
balance in his or her Deferral Account will be distributed to the Participant.




          “Eligible Compensation” means such portion or categories of the cash compensation payable to
an Eligible Employee by the Company or any of its Subsidiaries under the Company’s Annual Incentive
Plan or other cash compensation as the Committee shall determine from time to time; provided, that
Eligible Compensation shall exclude the amount necessary to satisfy the tax withholding obligations
of the Company and its Subsidiaries with respect to Deferred Compensation if such obligation is not
otherwise satisfied by the Eligible Employee.




          “Eligible Employee” means an employee of the Company or any of its Subsidiaries who (i) is
designated by the Company as having an M05 classification or above and is a either a citizen of the
United States residing in the United States or an employee permanently assigned to the United
States or (ii) is designated by the Committee as an Eligible Employee. Notwithstanding the
foregoing, the Committee may from time to time determine to exclude any such individual from the
definition of “Eligible Employee”.




          “Executive Participant” means a Participant who is subject to the Company’s Stock Ownership
Requirements.




          “Fair Market Value” means, for any given date, the average of the highest and lowest per-share
sales prices for Shares during normal business hours on the New York Stock Exchange for the
immediately preceding trading date, as reported by such source as the Committee may select.




          “Internal People Committee” means the Monsanto Company Internal People Committee.




          “Interest Rate” for a calendar year means the average Moody’s Baa Bond Index Rate in effect
during the prior calendar year, or such other rate as may specified by the People Committee from
time to time.




          “Matching Contribution Equivalents” means an amount equivalent to that portion of the benefit
which would have been payable to or contributed on behalf of a Participant by the Company under the
provisions of the Monsanto Company Savings and Investment Plan or the Monsanto Company ERISA Parity
Savings and Investment Plan, as the case may be, but for a Participant’s election to defer all or a
portion of his Eligible Compensation attributable to the Annual Incentive Plan under this Plan.




          “Participant” means each Eligible Employee who has made a Deferral Election and each employee
of the Company and its Subsidiaries who made a Prior Election and whose participation in the Prior
Plan was transferred to this Plan.




          “Payment Date” for any particular Deferred Compensation means the date it would otherwise have
been paid, if it had not been subject to a Deferral Election or a Prior Election, as applicable.






 









 








          “People Committee” means the People and Compensation Committee of the Board.




          “Plan” has the meaning set forth in Section 1.




          “Prior Election” means an election made by a Participant under the Prior Plan to defer all or
a portion of his or her compensation payable by Pharmacia Corporation in accordance with the Prior
Plan. Each Participant’s deferral election in effect under the Prior Plan shall be deemed a valid
deferral election under this Plan and subject to the terms and conditions of this Plan.




          “Prior Plan” means the Deferred Payment Plan maintained by Pharmacia Corporation for any year
prior to and including 2000.




          “Retirement” of a Participant means the Participant’s Termination of Employment after the
Participant has reached age 50.




          “Retirement Election” has the meaning set forth in Section 7(a).




          “Section” means a section of this Plan.




          “Share” means a share of the Company’s common stock, $.01 par value.




          “Stock Ownership Requirements” means the Monsanto Company Executive and Director Stock
Ownership Requirements as the same may be amended from time to time.




          “Stock Unit” means a hypothetical credit representing one Share.




          “Stock Unit Account” means that portion of the Deferral Account that is measured by the
performance of Shares.




          “Subsidiary” means (i) any corporation, partnership, joint venture, limited liability company,
or other entity or enterprise of which the Company owns or controls, directly or indirectly, 50% or
more of the outstanding shares of stock normally entitled to vote for the election of directors, or
of comparable equity participation and voting power, and (ii) any other entity designated by the
Committee as a Subsidiary.




          “Termination Date” for a Participant means the date such Participant experiences a Termination
of Employment for any reason.




          “Termination of Employment” of a Participant occurs when the Participant is no longer either
an employee of the Company or any of its Subsidiaries, including without limitation because the
entity that employs the Participant has ceased to be a Subsidiary.




          “United States” means the fifty states of the United States of America




          5. DEFERRAL ELECTIONS. Each Eligible Employee shall be permitted to elect to participate in
this Plan by making a Deferral Election in accordance with such procedures and subject to such
limitations as may be established by the Committee from time to time. When making a Deferral
Election, a Participant must elect in writing, upon a form provided by the





 









 







Committee or its delegate, whether the Deferred Compensation subject to the Deferral Election
will be credited to the Participant’s Cash Account or the Participant’s Stock Unit Account, or a
combination of both, and must make a Delivery Election applicable to that Deferred Compensation in
accordance with Section 7. If an Eligible Employee makes a Deferral Election but fails to elect
whether the Deferred Compensation subject to the Deferral Election shall be credited to the
Participant’s Cash Account and/or Stock Unit Account, such Deferred Compensation shall be credited
to the Participant’s Cash Account.




          6. DEFERRAL ACCOUNTS.




               (a) In General. The Company shall maintain a Deferral Account for each Participant,
which shall be subdivided into a Cash Account and a Stock Unit Account; provided, that the balance
of each Participant’s Deferral Account as of the Effective Date shall be considered to be invested
in the Cash Account. Each such Account shall be credited as of the relevant Payment Date with the
amounts of all Deferred Compensation, including to the extent applicable Deferred Compensation
pursuant to a Prior Election. Each Participant’s Deferral Account shall be reduced by the amounts
of all distributions as and when they are made pursuant to Section 7.



               (b) Cash Account. Each Participant’s Cash Account shall be credited monthly with
interest equivalents on the balance therein at the Interest Rate, as in effect from time to time.



               (c) Stock Unit Account. Whenever Deferred Compensation is credited to a Participant’s
Stock Unit Account, such Deferred Compensation shall be converted to a number of Stock Units equal
to the amount of such Deferred Compensation divided by the average of the Fair Market Value of one
Share for each of the ten consecutive trading days ending on the trading day immediately preceding
the Payment Date. Whenever an ordinary cash dividend is paid, the Cash Account of each Participant
who has a Stock Unit Account shall be credited with an amount of cash equal to (i) the number of
Stock Units in the Participant’s Stock Unit Account as of the record date of the dividend or other
distribution multiplied by (ii) the per-share cash amount of such dividend.



               (d) Investment Election. The Committee shall establish rules and procedures to allow
each Participant to elect, during an annual election period that shall be specified from time to
time by the Committee, to have amounts credited to his or her Cash Account moved to his or her
Stock Unit Account and vice versa. Notwithstanding the foregoing, an Executive Participant must
receive prior written approval from both the Chief Executive Officer and General Counsel of the
Company to transfer deferred amounts from his or her Stock Unit Account to his or her Cash Account
if such transfer would decrease the Executive Participant’s ownership level below the Company’s
Stock Ownership Requirements; provided, that if the Executive Participant in question is the Chief
Executive Officer or the General Counsel, the Executive Participant must receive the prior written
approval to make such transfer from the Chief Financial Officer of the Company as well as that of
the General Counsel or the Chief Executive Officer, as applicable.



               (e) Matching Contribution Equivalents. A Participant’s Deferral Account shall be
credited with Matching Contribution Equivalents to the extent such Participant’s Deferred
Compensation which relates to Eligible Compensation payable under the Annual Incentive Plan would
have been eligible for a Company matching contribution under the Monsanto Company




 









 







Savings and Investment Plan or the Monsanto Company ERISA Parity Savings and Investment Plan.
Matching Contribution Equivalents shall be credited, as of the date the relevant matching
contribution would have been paid to the trustee under the Monsanto Company Savings and Investment
Plan or the Monsanto Company ERISA Parity Savings and Investment Plan, as applicable, to the
Participant’s Cash Account or Stock Unit Account, or a combination thereof, in accordance with the
manner in which the Deferred Compensation to which it relates is credited in accordance with
Section 5.




               (f) No Fractional Shares. Notwithstanding any other provision of this Plan, only full
Stock Units may be credited to a Participant’s Stock Unit Account, and any amounts that would
otherwise be credited as a fractional Stock Unit shall instead be credited to (or remain in) the
Participant’s Cash Account.



          7. DISTRIBUTIONS OF ACCOUNT BALANCES.




               (a) Delivery Elections.




               (i) Timing of Deliveries. Each time a Participant makes an election to defer
Eligible Compensation, he or she shall be provided the opportunity to make a Delivery
Election in accordance with procedures established by the Committee. Each such Delivery
Election shall specify whether it is a Retirement Election or a Date Certain Election, which
will determine (except to the extent otherwise set forth in this Section 7) the time or
times at which the Deferred Compensation to which it relates, together with the interest
and/or dividend equivalents credited thereto, shall be delivered. A “Retirement Election”
means an election to have such delivery occur following the Participant’s Retirement, as
more fully described below. Each Retirement Election shall also specify whether deliveries
pursuant to such Delivery Election shall be made in a lump sum or in installments, as more
fully explained below, and whether such lump sum shall be paid, or such installments shall
begin, during the January next following the date of the Participant’s Termination Date on
account of his or her Retirement or any subsequent January. A “Date Certain Election” means
an election to have such delivery occur as promptly as practicable following a specified
date (the applicable “Date Certain”), which must be later than the date on which the
Deferred Compensation that is deferred would have been paid in full if no Deferral Election
had been made. Once made, Delivery Elections shall be irrevocable.




               (ii) Form of Deliveries. A Participant who becomes entitled to receive
delivery of his or her Stock Unit Account pursuant to a Date Certain Election or a
Retirement Election shall be permitted to elect, in connection with such delivery, and in
accordance with procedures established by the Committee, to take such delivery (A) in the
form of Shares equal to the number of Stock Units in the Participant’s Stock Unit Account,
or (B) in the form of a cash payment equal to the number of Stock Units in the Participant’s
Stock Unit Account multiplied by the Daily Closing Price of one Share as of (I) in the case
of delivery pursuant to a Retirement Election, the Termination Date, and (II) in the case of
delivery pursuant to a Date Certain Election, the applicable Date Certain. If the
Participant fails to make such an election, any delivery pursuant to a Date Certain Election
shall be made in the form of Shares and any delivery pursuant to a Retirement Election shall
be made in cash. Deliveries from a Cash Account, deliveries upon the death of the
Participant,



 









 







and deliveries upon Termination of Employment other than a Retirement shall always be
made in cash (with any Stock Units being converted to a cash equivalent based on the Daily
Closing Price of Shares on the Participant’s Termination Date or date of death, as
applicable). In the case of cash payments pursuant to a Retirement Election, the
Participant shall also receive interest on the amount of each cash payment at the applicable
Interest Rate from the Termination Date through the date of payment.




               (iii) Amounts that are deferred under this Plan pursuant to a Prior Election shall be
treated as subject to a Retirement Election or a Date Certain Election, as specified in the
Prior Election.



               (b) Payment of Accounts. Any portion of a Participant’s Deferral Account as to which
a Date Certain Election is in effect shall be paid in accordance with such Date Certain Election,
unless the Participant’s Termination Date occurs before the applicable Date Certain. Upon a
Participant’s Retirement, any portion of his or her Deferral Account as to which a Retirement
Election is in effect shall be paid in accordance Section 7(a) above relating to any such
Retirement Election, and the remaining balance (if any) of his or her Deferral Account shall be
paid in a single lump sum in cash as soon as reasonably practicable following the Termination Date.
Upon a Participant’s Termination of Employment other than a Retirement, the entire balance of his
or her Deferral Account (whether subject to a Retirement Election or a Date Certain Election) shall
be paid in a single lump sum, in cash, as soon as reasonably practicable following the Termination
Date.



               (c) Death of Participant. Notwithstanding anything in this Plan to the contrary, if a
Participant dies before his or her entire Deferral Account has been paid, the remaining balance
thereof shall be paid to his or her Beneficiaries as soon as practicable in cash (with any Stock
Units being converted to a cash equivalent based on the Daily Closing Price on the Participant’s
date of death).



               (d) Hardship Withdrawals. Upon the written request of a Participant or a
Participant’s legal representative, the Committee may (but shall not be required to) distribute, in
the form of a cash payment, all or a portion of the Participant’s Deferral Account, to the extent
it determines to be necessary (i) to alleviate an unforeseeable financial hardship to the
Participant as a result of the illness or accidental injury of the Participant or a dependent of
the Participant, a casualty loss of property not fully covered by insurance, or other similar
financial hardship caused by unforeseeable circumstances beyond the control of the Participant or
(ii) as a result of the Participant’s total and permanent disability. Notwithstanding any other
provision of this Plan, (A) before making a distribution pursuant to this Section 7(d), the
Committee shall first cancel any outstanding Deferral Election that the Participant has made with
respect to Eligible Compensation for which the Payment Date has not yet occurred, and shall take
such cancellation into account in determining whether and to what extent to make a such a
distribution, and (B) a Participant who receives such a distribution shall not be permitted to make
another Deferral Election until at least one year has elapsed from the date of such distribution.
To the extent any cash payment needed for a hardship withdrawal is derived from a Participant’s
Stock Unit Account, the value of the Stock Units in the Participant’s Stock Unit Account shall be
determined based upon the Daily Closing Price as of the date the Committee grants the hardship
withdrawal request.



 









 





          8. BENEFICIARIES. Participants shall be provided with the opportunity to designate, in
accordance with such procedures and subject to such limitations as may be established by the
Committee from time to time, the person or persons (“Beneficiaries”) who will receive distributions
of his or her interests in this Plan upon the death of the Participant (a “Beneficiary
Designation”). Once made, a Beneficiary Designation may be superseded by another Beneficiary
Designation. In the case of multiple Beneficiary Designations, the most recent valid Beneficiary
Designation in effect as of the date of death shall be controlling. If a Participant does not have
a valid Beneficiary Designation in effect as of the date of his or her death, his or her
Beneficiary shall be his or her estate.




          9. ADMINISTRATION; AMENDMENT AND TERMINATION.




               (a) The Internal People Committee shall have full authority to establish, amend and rescind
rules and regulations relating to this Plan and administer this Plan with respect to all
Participants, generally. Unless otherwise set forth to the contrary herein, this Plan and the
rules and regulations hereunder shall be construed and interpreted by the Internal People
Committee, or, to the extent necessary or appropriate in view of Sections 16(a) and 16(b) of the
Securities Exchange Act of 1934 by the People Committee. The Committee may delegate any of its
authority, duties and responsibilities under this Plan to any other person. Any such delegation
shall be in writing and shall specify the identity of the delegate and the responsibilities
delegated to such person.



               (b) The People Committee may from time to time make such amendments to this Plan as it may
deem proper and in the best interest of the Company, and it may terminate this Plan at any time;
provided, that no such amendment or termination shall, without the consent of the affected
Participant, reduce the amounts that have credited to any Deferral Account before such amendment or
termination is approved by the People Committee or accelerate or delay the payment of such amounts.



               (c) Notwithstanding any other provision of this Plan, the Committee may make such amendments
to this Plan, to any procedures established under this Plan, and to any Deferral Election or
Delivery Election hereunder, as it may determine to be necessary to comply with any applicable law,
regulation or requirement, including without limitation wage controls or guidelines. Such
amendments need not apply uniformly to all Participants.



          10. MISCELLANEOUS.




               (a) Nothing contained in this Plan, or in any election form, booklet, summary plan
description, prospectus or other document relating to, describing or referring to this Plan, shall
be deemed to confer on any Eligible Employee or Participant the right to continue as an employee of
the Company or any of its Subsidiaries, or affect the right of the Company and its Subsidiaries to
terminate the employment of any such person for any reason.



               (b) The Company shall have the right to withhold from all payments pursuant to this Plan all
taxes required by applicable law to be withheld. Without limiting the generality of the
foregoing, the Committee shall establish procedures for implementing such withholding by the
withholding of Shares that are otherwise distributable pursuant to this Plan.



 









 





               (c) This Plan and any actions taken hereunder shall be governed by, and construed in
accordance with, the laws of the State of Delaware, without regard to the application of the
conflicts of laws provisions thereof. Titles and headings to Sections are for purposes of
reference only, and shall in no way limit, define or otherwise affect the meaning or interpretation
of this Plan.



               (d) It is presently intended that this Plan shall be unfunded. The Company shall not be
required to establish any special or separate fund or to make any other segregation of assets to
assure the payment of amounts credited to Deferral Accounts under this Plan, and Participants shall
at all times be general creditors of the Company with respect to such amounts.



               (e) The rights and obligations under this Plan and any related documents shall inure to the
benefit of, and shall be binding upon, the Company, its successors and assigns, and the
Participants and their Beneficiaries. Except as provided in Section 7(c) hereof regarding the
death of a Participant, no bonus commitment, unpaid bonus award or any amount deferred shall be
pledged or transferred. If any Participant makes such a pledge or transfer in violation of this
Plan, any obligation of the Company under this Plan to that Participant shall terminate.



               (f) The costs and expenses of administering this Plan shall be borne by the Company, and shall
not be charged to any Deferral Account or to any Participant or Beneficiary.



               (g) In the event of any extraordinary or non-cash dividend, any change in corporate
capitalization such as a stock split, any corporate transaction such as a merger, consolidation,
separation, spin off, or other distribution of stock or property of the Company, any reorganization
(whether or not such reorganization comes within the definition of reorganization in Section 368 of
the Code), or any partial or complete liquidation of the Company, then notwithstanding any other
provision of this Incentive Plan, the People Committee may (1) make appropriate substitution or
adjustments in the number and kind of Shares represented by Stock Unit Accounts, (2) substitute
securities of another entity for the Shares represented by Stock Unit Accounts, (3) convert Stock
Unit Accounts to Cash Accounts based upon the value of the Shares as of a date determined by the
People Committee, (4) credit appropriate dividend equivalent or similar amounts to Cash Accounts or
Stock Unit Accounts, and/or (5) make such other equitable substitutions, adjustments and/or
amendments to Stock Unit Accounts, Cash Accounts and this Plan as it may determine to be
appropriate.