EX-10.25






EXHIBIT 10.25




FORM OF

CHANGE-OF-CONTROL

EMPLOYMENT SECURITY AGREEMENT






     AGREEMENT, by and between Monsanto Company, a Delaware corporation (the “Company”), and
______ (the “Executive”), dated as
of the ______ day of
______, 20___ (this
“Agreement”).



     The Board of Directors of the Company (the “Board”), has determined that it is in the best
interests of the Company and its shareholders to assure that the Company will have the continued
dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of
Control. The Board believes it is imperative to diminish the inevitable distraction of the
Executive by virtue of the personal uncertainties and risks created by a pending or threatened
Change of Control and to encourage the Executive’s full attention and dedication to the Company
currently and in the event of any threatened or pending Change of Control, and to provide the
Executive with compensation and benefits arrangements upon a Change of Control that ensure that the
compensation and benefits expectations of the Executive will be satisfied and that are competitive
with those of other corporations. Therefore, in order to accomplish these objectives, the Board has
caused the Company to enter into this Agreement.



     NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:



     1. Effect of Agreement. (a) Unless and until there occurs, during the Term
of this Agreement, either a Change of Control or a termination of the Executive’s employment in
anticipation of a Change of Control as contemplated by Section 3(d), (1) Sections 2, 3 and 4 of
this Agreement shall have no effect and shall not give rise to any rights of the Executive, (2) the
Executive’s employment shall be “at will,” except as may be otherwise provided in any Employment
Agreement, and (3) upon any termination of the Executive’s employment, the Executive shall have no
further rights under this Agreement. This Agreement, upon its execution, supersedes the Prior
Change-of-Control Employment Security Agreement, as amended.



     (b) From and after the first date during the Term of this Agreement on which a
Change of Control occurs, this Agreement shall supersede any Employment Agreements, but shall have
no effect on any Other Agreement or Other Plan, except as specifically provided in Section 5;
provided, that any confidentiality and non-competition provisions in any employment agreement shall
continue in full force and effect.



     2. Terms of Employment. This Section 2 sets forth the terms and conditions
on which the Company agrees to employ the Executive during the period (the “Protected Period”)
beginning on the first day during the Term of this Agreement on which a Change of Control occurs
and ending on the second anniversary of that date, or such earlier date as the Executive’s
employment terminates as contemplated by Section 3.



     (a) Position and Duties. (1) During the Protected Period, (A) the Executive’s position
(including status, offices, titles and reporting requirements), authority, duties and
responsibilities shall be at least commensurate in all material respects with the most significant
of those held, exercised and assigned to the Executive at any time during the 120-day period
immediately preceding the date of the Change of Control, (B) the Executive’s services shall be
performed at the office where the Executive was employed immediately preceding the date of the
Change of Control or any office or location less than 35 miles from such office, unless the
Executive is on international assignment on the date of the Change of Control and is relocated as a
result of the Executive’s being repatriated pursuant to the terms of the



 









 







Executive’s international assignment agreement as in effect before the date of the Change of
Control, and (C) the Executive shall not be required to travel on Company business to a
substantially greater extent than required immediately before the Change of Control.



     (2) During the Protected Period, the Executive agrees to devote reasonable attention
and time during normal business hours (except when on authorized vacation, holidays or sick leave)
to the business and affairs of the Company, and, to the extent necessary to discharge the
responsibilities assigned to the Executive hereunder, to use the Executive’s reasonable best
efforts to perform faithfully and efficiently such responsibilities; provided, that the Executive
may (A) serve on corporate, civic or charitable boards and committees, (B) deliver lectures,
fulfill speaking engagements and teach at educational institutions, and (C) manage personal
investments, so long as such activities do not significantly interfere with the performance of the
Executive’s responsibilities as an employee of the Company in accordance with this Agreement; and
provided, further, that to the extent that any such activities have been conducted by the Executive
before the date of the Change of Control, the continued conduct of such activities or other
activities similar in nature and scope thereto after the date of the Change of Control shall not be
deemed to interfere with the performance of the Executive’s responsibilities to the Company.



     (b) Compensation. (1) Base Salary. During the Protected Period, the
Executive shall receive a base salary (the “Base Salary”), the annual amount of which (the “Annual
Base Salary Amount”) shall be at least equal to 12 times the highest monthly base salary paid or
payable, including any base salary that has been earned but deferred, to the Executive by the
Company and the Affiliated Companies for the 12-month period immediately preceding the date of the
Change of Control. The Base Salary shall be paid at such intervals as the Company pays executive
salaries generally. During the Protected Period, the Annual Base Salary Amount shall be reviewed
for possible increase at least annually, beginning no more than 12 months after the last such
annual review prior to the date of the Change of Control. Any increase in the Annual Base Salary
Amount shall not serve to limit or reduce any other obligation to the Executive under this
Agreement. The Annual Base Salary Amount shall not be reduced after any such increase and the term
“Annual Base Salary Amount” shall refer to Annual Base Salary Amount as so increased.



     (2) Bonuses. In addition to the Base Salary, the Executive shall be awarded
the following bonuses and incentive compensation. For each fiscal year ending during the Protected
Period, the Executive shall be awarded an annual bonus in cash (the “Annual Bonus”) at least equal
to the Average Pre-Change-of-Control Annual Bonus, which, subject to any election by the Executive
to defer all or a portion of the Annual Bonus under any available deferred compensation plan, shall
be paid no later than two and one-half months after the end of the fiscal year next following the
fiscal year for which the Annual Bonus is awarded. In addition, during the Protected Period, the
Executive shall be entitled to participate in all long-term, stock-based and other incentive plans,
practices, policies and programs generally applicable to peer executives of the Company and the
Affiliated Companies, but in no event shall such plans, practices, policies and programs provide
the Executive with incentive opportunities less favorable, in the aggregate, than the most
favorable of those provided by the Company and the Affiliated Companies to the Executive under such
plans, practices, policies and programs as in effect at any time during the 120-day period
immediately preceding the date of the Change of Control, or, if more favorable to the Executive,
those generally provided at any time after the date of the Change of Control to peer executives of
the Company and the Affiliated Companies.



     (3) Savings and Retirement Plans. During the Protected Period, the Executive
shall be entitled to participate in all savings and retirement plans, practices, policies and
programs generally applicable to peer executives of the Company and the Affiliated Companies, but
in no event shall such plans, practices, policies and programs provide the Executive with savings
opportunities and retirement



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benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of
those provided by the Company and the Affiliated Companies to the Executive under such plans,
practices, policies and programs as in effect at any time during the 120-day period immediately
preceding the date of the Change of Control, or, if more favorable to the Executive, those
generally provided at any time after the date of the Change of Control to peer executives of the
Company and the Affiliated Companies. Without limiting the generality of the foregoing, the Company
and the Affiliated Companies shall continue to honor any Individual SERP.




     (4) Welfare Benefit Plans. During the Protected Period, the Executive and/or
the Executive’s family, as the case may be, shall be eligible for participation in and shall
receive all benefits under welfare benefit plans, practices, policies and programs provided by the
Company and the Affiliated Companies (including without limitation medical, prescription drug,
dental, vision, disability, life insurance, accidental death and dismemberment, and travel accident
insurance plans and programs) to the extent generally applicable to peer executives of the Company
and the Affiliated Companies, but in no event shall such plans, practices, policies and programs
provide the Executive with benefits that are less favorable, in the aggregate, than the most
favorable of such plans, practices, policies and programs in effect for the Executive at any time
during the 120-day period immediately preceding the date of the Change of Control, or, if more
favorable to the Executive, those generally provided at any time after the date of the Change of
Control to peer executives of the Company and the Affiliated Companies.



     (5) Expenses. During the Protected Period, the Executive shall be entitled to
receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance
with the most favorable policies, practices and procedures of the Company and the Affiliated
Companies in effect for the Executive at any time during the 120-day period immediately preceding
the date of the Change of Control, or, if more favorable to the Executive, as in effect generally
at any time after the date of the Change of Control with respect to peer executives of the Company
and the Affiliated Companies.



     (6) Vacation. During the Protected Period, the Executive shall be entitled to
paid vacation in accordance with the most favorable plans, policies, programs and practices of the
Company and the Affiliated Companies as in effect for the Executive at any time during the 120-day
period immediately preceding the date of the Change of Control, or, if more favorable to the
Executive, as in effect generally at any time after the date of the Change of Control with respect
to peer executives of the Company and the Affiliated Companies.



     3. Termination of Employment. (a) Death or Disability. The
Executive’s employment shall terminate automatically if the Executive dies during the Protected
Period. If the Company determines in good faith that the Disability of the Executive has occurred
during the Protected Period, it may give to the Executive written notice in accordance with Section
10(b) of its intention to terminate the Executive’s employment. In such event, the Executive’s
employment with the Company shall terminate effective on the 30th day after receipt of such notice
by the Executive, provided that the Executive shall not have returned to full-time performance of
the Executive’s duties before such day.



     (b) By the Company. The Company may terminate the Executive’s employment
during the Protected Period for Cause or without Cause. The termination of the Executive’s
employment shall not be deemed to be for Cause, unless and until (1) the Executive has been given
the opportunity, on reasonable advance notice, to be heard before the Board, together with counsel
to the Executive, and (2) there shall have been delivered to the Executive a copy of a resolution
thereafter duly adopted by the affirmative vote of not less than three-quarters of the entire
membership of the Board (excluding the Executive, if the Executive is a member of the Board),
finding that, in the good faith opinion of the




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Board, the Executive is guilty of conduct constituting Cause, and specifying the particulars
thereof in detail.




     (c) By the Executive. The Executive may terminate employment during the
Protected Period for Good Reason or without Good Reason. The termination of the Executive’s
employment by the Executive shall not be deemed to be for “Good Reason” unless (1) the Executive
gives notice to the Company of the existence of the event or condition constituting “Good Reason”
within 90 days after such event or condition initially occurs or exists, (2) the Company fails to
cure such event or condition within 30 days after receiving such notice, and (3) the Executive’s
“separation from service” within the meaning of Section 409A of the Code occurs not later than the
last day of the Protected Period and, in all events, not later than two years after such event or
condition initially occurs or exists.



     (d) Termination in Anticipation of a Change of Control. Anything in this
Agreement to the contrary notwithstanding, if (1) a Change of Control occurs, (2) the Executive’s
employment with the Company is terminated by the Company before the Change of Control occurs in a
manner and under circumstances that would be considered a termination by the Company without Cause
if it had occurred during the Protected Period, and (3) it is reasonably demonstrated by the
Executive that such termination of employment was at the request of a third party that had taken
steps reasonably calculated to effect the Change of Control or otherwise arose in connection with
or in anticipation of the Change of Control, then such termination shall be treated for all
purposes of this Agreement as a termination by the Company without Cause during the Protected
Period.



     (e) Notice, Date and Effect of Termination. Any termination of the
Executive’s employment by the Company pursuant to Section 3(b) or the Executive pursuant to Section
3(c) shall be communicated by Notice of Termination to the other party hereto given in accordance
with Section 10(b), after satisfaction of the procedural requirements of Section 3(b) or 3(c) to
the extent applicable. The failure by the Executive or the Company to set forth in the Notice of
Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall
not waive any right of the Executive or the Company, respectively, hereunder, or preclude the
Executive or the Company, respectively, from asserting such fact or circumstance in enforcing their
respective rights hereunder. If the Executive’s employment is terminated by the Company for Cause
or by the Executive for Good Reason or without Good Reason, the termination shall be effective as
of the date of receipt of the Notice of Termination or any later date specified in the Notice of
Termination (but not later than 30 days after the giving of such notice), as the case may be. If
the Executive’s employment is terminated by the Company other than for Cause or Disability, the
termination shall be effective as of the date on which the Company notifies the Executive of such
termination. The Company and the Executive shall take all steps necessary (including with regard to
any post-termination services by the Executive) to ensure that any termination described in this
Section 3(e) constitutes a “separation from service” within the meaning of Section 409A of the
Code, and the date on which such separation from service takes place shall be the “Date of
Termination.”



     4. Obligations of the Company upon Termination. (a) Other than for
Cause, Death or Disability; Good Reason. If, during the Protected Period, the Company
terminates the Executive’s employment other than for Cause or Disability or the Executive
terminates employment for Good Reason, and the Executive executes and delivers to the Company a
release substantially in the form attached hereto as Exhibit A (a “Release”) not later than the
Release Deadline, the Company shall make the payments and provide the benefits described below.




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     (1) The Company shall pay to the Executive, in a lump sum in cash within 30 days
after the Date of Termination, or if later, within 5 days after the Executive executes the Release,
the aggregate of the following amounts:




     (A) the sum of the following amounts, to the extent not previously paid
to the Executive (the “Accrued Obligations”): (i) the Base Salary through the Date
of Termination; (ii) a pro rata portion of the Annual Bonus for the year in which
the Date of Termination occurs, computed as the product of (x) the Average
Pre-Change-of-Control Annual Bonus, and (y) a fraction, the numerator of which is
the number of days in the current fiscal year through the Date of Termination, and
the denominator of which is 365 (provided, that if the Executive has elected to
defer all or any portion of such Annual Bonus under any nonqualified deferred
compensation plan offered by the Company or an Affiliated Company, then that portion
of the pro rated Annual Bonus shall be deferred and paid in accordance with the
terms of such plan, and the remaining portion shall be paid as provided herein); and
(iii) any accrued pay in lieu of unused vacation; and




     (B) the product of (i) [three/two] and (ii) the sum of (x) the Annual
Base Salary Amount, (y) the Average Pre-Change-of-Control Annual Bonus, and (z) the
amount of the employer matching contributions made or credited to the Executive’s
accounts in the Savings Plans for the most recent plan year that ended before the
date of the Change of Control or, if higher, for the most recent plan year that
ended after the date of the Change of Control (in either case annualized to the
extent such plan year consisted of less than 12 months and/or the Executive was not
eligible to participate in such Savings Plan for the full plan year).



     (2) All benefits accrued through the Date of Termination by the Executive under the
Retirement Plan, the SERP and any Individual SERP that are not vested as of the Date of Termination
shall be vested in full and paid in accordance with the terms of the applicable plan; provided,
that to the extent such benefits may not be provided under the Retirement Plan, they shall instead
be provided under the SERP. The Company shall also pay to the Executive, in a lump sum in cash
within 30 days after the Date of Termination, or if later, within 5 days after the Executive
executes the Release, an amount equal to the excess of (i) the aggregate benefit under the
Retirement Plan, the SERP and any Individual SERP that the Executive would have accrued (whether or
not vested) if the Executive’s employment had continued for the Severance Period, based on the
assumption that the Executive’s compensation during the Severance Period was that required by
Sections 2(b)(1) and 2(b)(2), over (ii) the actual vested benefit, if any, of the Executive under
the Retirement Plan, the SERP and any Individual SERP (including any benefits that vest pursuant to
the preceding sentence), in each case, determined as a single lump sum benefit amount as of the
Date of Termination, on an actuarial present value basis, using actuarial assumptions no less
favorable to the Executive than the most favorable of those in effect for purposes of computing
benefit entitlements under the Retirement Plan and the SERP at any time from the day before the
date of the Change of Control.



     (3) For the Severance Period, the Company shall continue Specified Welfare Benefits
to the Executive and/or the Executive’s family; provided, that if the Executive becomes reemployed
with another employer and is eligible to receive medical, dental, prescription drug and vision
benefits under another employer-provided plan during the Severance Period, the comparable Specified
Welfare Benefits shall be secondary to those provided under such other plan while the Executive is
so eligible; and provided, further, that the medical, dental, prescription drug and vision benefits
provided during the Severance Period shall be provided in such a manner that such benefits (and the
costs and premiums thereof) are excluded from the Executive’s income for federal income tax
purposes.



     (4) For purposes of determining the Executive’s eligibility for Retiree Welfare
Benefits, the Executive shall be considered to have remained employed until the end of the
Severance Period and to have retired on the last day of such period, and, if the Executive has
reached age 50 as of




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the Date of Termination, then the Executive shall be entitled to receive, beginning at the end of
the Severance Period, retiree medical benefits at least as favorable as those to which the
Executive would have been entitled if the Executive had retired with eligibility for the Retiree
Welfare Benefits in effect as of the date of the Change of Control.




     (5) The Company shall provide the Executive with outplacement services, in accordance
with its normal practice for its most senior executives, as in effect before the date of the Change
of Control, from the outplacement firm or firms with which the Company has contracted as of the
Date of Termination or thereafter; provided, that to the extent such outplacement services begin
before the Executive executes the Release, they shall end as of the Release Deadline if the
Executive fails to execute and deliver the Release to the Company by the Release Deadline; and
provided, further, that in any event such outplacement services shall not be provided beyond the
end of the second calendar year after the calendar year in which the Date of Termination occurs.



     (6) To the extent not theretofore paid or provided, the Company shall timely pay or
provide to the Executive any Other Benefits.



     (b) Death. If the Executive’s employment is terminated because of the
Executive’s death during the Protected Period, the Company shall pay the Accrued Obligations to the
Executive’s estate or beneficiaries, as applicable, in a lump sum in cash within 30 days of the
Date of Termination (provided, that, as described in Section 4(a)(1)(A), any portion of the Annual
Bonus for the year in which the Date of Termination occurs that the Executive has elected to defer
under any nonqualified deferred compensation plan offered by the Company or an Affiliated Company
shall be deferred and paid in accordance with the terms of such plan, unless cancellation of such
election is permitted by Section 409A of the Code), shall timely pay or deliver any of the Other
Benefits, and shall have no other severance obligations under this Agreement. For purposes of this
Section 4(b), the term “Other Benefits” shall include without limitation, and the Executive’s
estate and/or beneficiaries shall be entitled to receive, benefits at least equal to the most
favorable benefits provided by the Company and the Affiliated Companies to the estates and
beneficiaries of peer executives of the Company and the Affiliated Companies under such plans,
programs, practices and policies relating to death benefits, if any, as in effect with respect to
other peer executives and their beneficiaries at any time during the 120-day period immediately
preceding the date of the Change of Control, or, if more favorable to the Executive’s estate and/or
the Executive’s beneficiaries, as in effect at any time after the date of the Change of Control
generally with respect to peer executives of the Company and the Affiliated Companies and their
beneficiaries.



     (c) Disability. If the Executive’s employment is terminated because of the
Executive’s Disability during the Protected Period, the Company shall pay the Accrued Obligations
to the Executive in a lump sum in cash within 30 days of the Date of Termination (provided, that,
as described in Section 4(a)(1)(A), any portion of the Annual Bonus for the year in which the Date
of Termination occurs that the Executive has elected to defer under any nonqualified deferred
compensation plan offered by the Company or an Affiliated Company shall be deferred and paid in
accordance with the terms of such plan, unless cancellation of such election is permitted by
Section 409A of the Code), shall timely pay or deliver any Other Benefits, and shall have no other
severance obligations under this Agreement. For purposes of this Section 4(c), the term “Other
Benefits” shall include, without limitation, and the Executive shall be entitled to receive,
disability and other benefits at least equal to the most favorable of those generally provided by
the Company and the Affiliated Companies to disabled executives and/or their families in accordance
with such plans, programs, practices and policies relating to disability, if any, as in effect
generally with respect to peer executives and their families at any time during the 120-day period
immediately preceding the date of the Change of Control, or, if more favorable to the Executive
and/or the Executive’s family, as in effect at any time after the date of the Change of Control
generally with respect to peer executives of the Company and the Affiliated Companies and their
families.



     (d) Cause; Other than for Good Reason. If the Executive’s employment is
terminated for Cause during the Protected Period, the Company shall provide to the Executive the
Base Salary through the Date of Termination and any Other Benefits, in each case, to the extent
theretofore unpaid, and shall have no other severance obligations under this Agreement. If the
Executive voluntarily terminates employment during the Protected Period,
other than for Good Reason, the Company shall pay the Accrued Obligations to the Executive in
a lump sum in cash within 30 days of the Date of




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Termination (provided, that, as described in Section 4(a)(1)(A), any portion of the Annual Bonus
for the year in which the Date of Termination occurs that the Executive has elected to defer under
any nonqualified deferred compensation plan offered by the Company or an Affiliated Company shall
be deferred and paid in accordance with the terms of such plan), shall timely pay or deliver any
Other Benefits, and shall have no other severance obligations under this Agreement.




     5. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or
limit the Executive’s continuing or future participation in any Other Plan for which the Executive
may qualify, nor shall anything herein limit or otherwise affect such rights as the Executive may
have under any Other Agreement. Amounts that are vested benefits or that the Executive is otherwise
entitled to receive under any Other Plan or any Other Agreement shall be payable in accordance with
such Other Plan or Other Agreement, except as explicitly modified by this Agreement.
Notwithstanding the foregoing, if the Executive receives payments and benefits pursuant to Section
4(a), the Executive shall not be treated as having any additional years of service or age for
purposes of any Other Plan or Other Agreement by virtue of receiving such payments and benefits,
unless such Other Plan or Other Agreement specifically so provides.



     6. Full Settlement; Legal Fees. The Company’s obligation to make the
payments provided for in this Agreement and otherwise to perform its obligations hereunder shall
not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action
that the Company or any Affiliated Company may have against the Executive or others. In no event
shall the Executive be obligated to seek other employment or take any other action by way of
mitigation of the amounts payable to the Executive under any of the provisions of this Agreement,
and, except as specifically provided in Section 4(a)(2), such amounts shall not be reduced,
regardless of whether the Executive obtains other employment. The Company agrees to pay as
incurred, within 10 days following the Company’s receipt of an invoice from the Executive, to the
full extent permitted by law, all legal fees and expenses that the Executive may reasonably incur,
at any time from the date of this Agreement through the Executive’s remaining lifetime or, if
longer, through the 20th anniversary of the date of the Change of Control, as a result
of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the
validity or enforceability of, or liability under, any provision of this Agreement or any guarantee
of performance thereof (whether such contest is between the Company and the Executive or between
either of them and any third party, and including as a result of any contest by the Executive about
the amount of any payment pursuant to this Agreement), plus, in each case, interest on any delayed
payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code; provided,
that the Executive shall have submitted an invoice for such fees and expenses at least 10 days
before the end of the calendar year next following the calendar year in which such fees and
expenses were incurred; and provided, further, that the Company shall not be required to pay any
fees or expenses charged by any accounting or consulting firm to perform calculations or make
determinations required to be carried out by the Accounting Firm pursuant to Section 7. The amount
of such legal fees and expenses that the Company is obligated to pay in any given calendar year
shall not affect the legal fees and expenses that the Company is obligated to pay in any other
calendar year, and the Executive’s right to have the Company pay such legal fees and expenses may
not be liquidated or exchanged for any other benefit.



     7. Certain Additional Payments by the Company. (a) If any Payment is
subject to the Excise Tax, then the Company shall pay the Executive a Gross-Up Payment (regardless
of whether the Executive’s employment has terminated). Notwithstanding the foregoing, if the
Parachute Value of all Payments does not exceed 110% of the Safe Harbor Amount, then the Company
shall not pay the Executive a Gross-Up Payment, and the Payments due under this Agreement shall be
reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor
Amount; provided, that if even after all Payments due hereunder are reduced to zero, the
Parachute Value of all Payments would still exceed the Safe Harbor Amount, then the Gross-Up
Payment shall be made and no reduction of any Payments shall be made. The reduction of the Payments
due hereunder, if applicable, shall be made by reducing the Payments in the following order: (1)
any Payments under Section 4(a)(1)(B), (2) any Payments under the second sentence of Section
4(a)(2), (3) any other cash Payments on a pro rata basis, and (4) any remaining Payments on a pro
rata basis, and, subject to the foregoing,



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shall be made in such a manner as to maximize the economic present value of all Payments actually
made to the Executive, determined by the Accounting Firm as of the date of the change of control
for purposes of Section 280G of the Code using the discount rate required by Section 280G(d)(4) of
the Code.




     (b) All determinations required to be made under this Section 7, including whether
and when Gross-Up Payments are required and the amount of such Gross-Up Payments, whether and in
what manner any Payments are to be reduced pursuant to the second sentence of Section 7(a), and the
assumptions to be utilized in arriving at such determinations, shall be made by the Accounting
Firm, and shall be binding upon the Company and the Executive, except to the extent the Internal
Revenue Service or a court of competent jurisdiction makes a final and binding determination
inconsistent therewith. The Accounting Firm shall provide detailed supporting calculations both to
the Company and the Executive within 15 business days after receiving notice from the Executive
that there has been a Payment or such earlier time as may be requested by the Company. Any Gross-Up
Payment that becomes due pursuant to this Section 7 shall be paid by the Company to the Executive
within five days of the receipt of the Accounting Firm’s determination, or, if later, at least 20
business days before the Executive is obligated to pay the related Excise Tax. As a result of the
uncertainty in the application of Section 4999 of the Code at the time of the initial determination
by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been
made by the Company should have been made (an “Underpayment”). In the event the Accounting Firm
determines that there has been an Underpayment or the Executive is required to make a payment of
any Excise Tax as a result of a claim described in Section 7(c), then the Accounting Firm shall
determine the amount of the Underpayment that has occurred and any such Underpayment shall be
promptly paid by the Company to or for the benefit of the Executive.



     (c) The Executive shall notify the Company in writing of any claim by the Internal
Revenue Service that, if successful, would require the payment by the Company of a Gross-Up
Payment. Such notification shall be given as soon as practicable, but no later than 10 business
days after the Executive is informed in writing of such claim. The Executive shall apprise the
Company of the nature of such claim and the date on which such claim is requested to be paid. The
Executive shall not pay such claim prior to the expiration of the 30-day period following the date
on which the Executive gives such notice to the Company (or such shorter period ending on the date
that any payment of taxes with respect to such claim is due). If the Company notifies the Executive
in writing prior to the expiration of such period that the Company desires to contest such claim,
the Executive shall:




	 	(1)	 	give the Company any information reasonably requested by the Company relating to such claim,
	 
	 	(2)	 	take such action in connection with contesting such claim as the
Company shall reasonably request in writing from time to time,
including without limitation accepting legal representation with
respect to such claim by an attorney reasonably selected by the
Company,
	 
	 	(3)	 	cooperate with the Company in good faith in order effectively to contest such claim, and
	 
	 	(4)	 	permit the Company to participate in any proceedings relating to such claim;




provided, however, that the Company shall bear and pay directly all costs and expenses (including
additional interest and penalties) incurred in connection with such contest, and shall indemnify
and hold the Executive harmless, on an After-Tax basis, for any Excise Tax or Taxes imposed as a
result of such




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representation and payment of costs and expenses. Without limitation on the foregoing provisions of
this Section 7(c), the Company shall control all proceedings taken in connection with such contest,
and, at its sole discretion, may pursue or forgo any and all administrative appeals, proceedings,
hearings and conferences with the applicable taxing authority in respect of such claim and may, at
its sole discretion, either direct the Executive to pay the Taxes claimed and sue for a refund or
contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to
a determination before any administrative tribunal, in a court of initial jurisdiction and in one
or more appellate courts, as the Company shall determine; provided, however, that, if the Company
directs the Executive to pay such claim and sue for a refund, the Company shall remit the amount of
such payment to the Executive or to the appropriate taxing authority on behalf of the Executive,
and shall indemnify and hold the Executive harmless, on an After-Tax basis, from any Excise Tax or
Taxes imposed with respect to such advance or with respect to any imputed income in connection with
such advance; and provided, further, that any extension of the relevant statute of limitations is
limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be
limited to issues with respect to which the Gross-Up Payment would be payable hereunder, and the
Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the
Internal Revenue Service or any other taxing authority.




     (d) If, at any time after receiving a Gross-Up Payment or after the Company has
remitted an amount pursuant to Section 7(c), the Executive receives any refund of the associated
Excise Tax, the Executive shall (subject to the Company’s having complied with the requirements of
Section 7(c), if applicable) promptly pay to the Company the amount of such refund, together with
any interest paid or credited thereon net of all Taxes applicable thereto. If, after the Company
has remitted an amount pursuant to Section 7(c), a determination is made that the Executive is not
entitled to any refund with respect to such claim and the Company does not notify the Executive in
writing of its intent to contest such denial of refund prior to the expiration of 30 days after
such determination, then the Executive shall not be required to pay such amount to the Company, and
any Gross-Up Payment owed to the Executive shall be reduced (but not below zero) by such amount.



     (e) Notwithstanding any other provision of this Section 7, the Company may, in its
sole discretion, withhold and pay over to the Internal Revenue Service or any other applicable
taxing authority, for the benefit of the Executive, all or any portion of any Gross-Up Payment, and
the Executive hereby consents to such withholding. In addition, the Company shall pay all amounts
that it is required to pay to or on behalf of the Executive under the foregoing provisions of this
Section 7 not later than the end of the calendar year following (1) the calendar year in which the
related Taxes are remitted to the applicable taxing authority, or (2) in the case of amounts
relating to a claim described in Section 7(c) that does not result in the remittance of any Taxes,
the calendar year in which the claim is finally settled or otherwise resolved.



     (f) Notwithstanding anything in this Section 7 to the contrary, if the Executive is a
“specified employee” within the meaning of Section 409A of the Code and Treas. Reg. § 1.409A-1(i)
(or successor provisions) on his Date of Termination, then, to the extent required by Section 409A
of the Code and Treas. Reg. § 1.409A-3(i)(2) (or successor provisions), no payment or benefit shall
be provided to the Executive under this Section 7 before the six-month anniversary of the
Executive’s Date of Termination.



     8. Confidential Information. (a) The Executive shall use the Executive’s
best efforts and diligence both during and after employment by the Company and the Affiliated
Companies to



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protect the confidential, trade secret and/or proprietary character of all Confidential
Information. The Executive shall not, directly or indirectly, use (for the Executive or another) or
disclose any Confidential Information, for so long as it shall remain proprietary or protectible as
confidential or trade secret information, except as may be necessary for the performance of the
Executive’s duties with the Company and the Affiliated Companies. The Executive shall promptly
deliver to the Company, at the termination of the Executive’s employment, or at any other time at
the Company’s request, without retaining any copies, all documents and other material in the
Executive’s possession relating, directly or indirectly, to any Confidential Information.




     (b) Each of the Executive’s obligations in this Section 8 shall also apply to the
confidential, trade secret and proprietary information learned or acquired by the Executive during
the Executive’s employment from others with whom the Company or any Affiliated Company has a
business relationship. The Executive understands that the Executive is not to disclose to the
Company or any Affiliated Company, or use for its benefit, any of the confidential, trade secret or
proprietary information of others, including any of the Executive’s former employers.



     (c) In no event shall an asserted violation of the provisions of this Section 8
constitute a basis for deferring or withholding any amounts otherwise payable to the Executive
under this Agreement.



     9. Successors. (a) This Agreement is personal to the Executive, and,
without the prior written consent of the Company shall not be assignable by the Executive other
than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of
and be enforceable by the Executive’s legal representatives.



     (b) This Agreement shall inure to the benefit of and be binding upon the Company and
its successors and assigns. Except as provided in Section 9(c), without the prior written consent
of the Executive, this Agreement shall not be assignable by the Company.



     (c) The Company shall require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business and/or assets of
the Company to assume expressly and agree to perform this Agreement in the same manner and to the
same extent that the Company would be required to perform it if no such succession had taken place.



     10. Miscellaneous. (a) This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without reference to principles of conflict of
laws. The captions of this Agreement are not part of the provisions hereof and shall have no force
or effect. This Agreement may not be amended or modified other than by a written agreement that is
specifically identified as an amendment of this Agreement and executed by the Executive and by an
authorized officer of the Company in a single instrument. This Agreement is intended to comply
with the requirements of Section 409A of the Code, to the extent applicable, and shall be
administered and interpreted accordingly.



     (b) All notices and other communications hereunder shall be in writing and shall be
given by hand delivery to the other party or by registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:



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If to the Executive:



800 North Lindbergh Boulevard

St. Louis, Missouri 63167



If to the Company:



800 North Lindbergh Boulevard

St. Louis, Missouri 63167




Attention: General Counsel



or to such other address as either party shall have furnished to the other in writing in accordance
herewith. Notice and communications shall be effective when actually received by the addressee.




     (c) The invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement.



     (d) The Company may withhold from any amounts payable under this Agreement such Taxes
as shall be required to be withheld pursuant to any applicable law or regulation.



     (e) The Executive’s or the Company’s failure to insist upon strict compliance with
any provision of this Agreement or the failure to assert any right the Executive or the Company may
have hereunder, including without limitation the right of the Executive to terminate employment for
Good Reason pursuant to Section 3(c), shall not be deemed to be a waiver of such provision or right
or any other provision or right of this Agreement.



     (f) The Executive and the Company acknowledge that payments made and benefits
provided pursuant to the Agreement may be considered “deferred compensation” that is subject to
Section 409A of the Code, and it may therefore be necessary to amend the Agreement, within the time
period permitted by the applicable Treasury Regulations, to make changes so as to cause such
payments and benefits not to be considered “deferred compensation” for purposes of Section 409A of
the Code, to cause the provisions of the Agreement to comply with the requirements of Section 409A
of the Code, or a combination thereof, so as to avoid the imposition of taxes and penalties on the
Executive pursuant to Section 409A of the Code. Compliance may require a six-month delay in
severance or other Change of Control payments. The Executive hereby agrees that the Company may,
without any further consent from the Executive, make any and all such changes to the Agreement as
may be necessary or appropriate to avoid the imposition of penalties on the Executive pursuant to
Section 409A of the Code, while not substantially reducing the aggregate value to the Executive of
the payments and benefits to, or otherwise adversely affecting the rights of, the Executive under
the Agreement.



     11. Certain Definitions. The following terms shall have the meanings set forth
below for purposes of this Agreement.



     “Accounting Firm” means the certified public accounting firm that was serving as the Company’s
auditors immediately before the date of the Change of Control.



     “Accrued Obligations” has the meaning set forth in Section 4(a)(1).



     “Affiliated Company” means any company controlled by the Company.



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     “After-Tax” means after taking into account all applicable Taxes and Excise Tax.



     “Agreement” has the meaning set forth in the first paragraph of the Agreement.



     “Annual Base Salary Amount” has the meaning set forth in Section 2(b)(1).



     “Annual Bonus” has the meaning set forth in Section 2(b)(2).



     “Average Pre-Change-of-Control Annual Bonus” means a bonus amount based upon the Executive’s
average annual bonuses earned for fiscal years beginning before the date of the Change of Control
under the Company’s annual incentive program as in effect from time to time, calculated as follows.
If, as of the date of the Change of Control, the Executive has been employed by the Company and the
Affiliated Companies and Pharmacia Corporation (formerly known as Monsanto Company) and its
subsidiaries for at least the most recent three full fiscal years ending on or before the date of
the Change of Control, and was eligible to earn an annual bonus under such programs for each such
fiscal year, then the Average Pre-Change-of-Control Annual Bonus means the average of the annual
bonuses earned by the Executive for each of such fiscal years. If, as of the date of the Change of
Control, the Executive has been employed by the Company and the Affiliated Companies and Pharmacia
Corporation and its subsidiaries for less than the most recent three full fiscal years ending on or
before the date of the Change of Control, or was not eligible to earn an annual bonus under such
programs for each such fiscal year, then the Average Pre-Change-of-Control Annual Bonus means the
average of the annual bonuses earned by the Executive for each of such fiscal years for which the
Executive was eligible to earn such an annual bonus. If the Executive earned an annual bonus under
such programs for a period of less than 12 months, the amount of such annual bonus shall be
annualized for purposes of determining the Average Pre-Change-of-Control Annual Bonus. If the
Executive was not eligible to earn such an annual bonus for any fiscal year ending on or before the
date of the Change of Control, then the Average Pre-Change-of-Control Annual Bonus shall be deemed
to equal the Executive’s target annual bonus as in effect immediately before the date of the Change
of Control.



     “Base Salary” has the meaning set forth in Section 2(b)(1).



     “Board” has the meaning set forth in the second paragraph of this Agreement.



     “Cause” means (a) the Executive’s willful and continued failure to perform substantially the
Executive’s duties as contemplated by Section 2(a)(1)(A) (except as a result of the Executive’s
incapacity due to physical or mental illness or injury, or following the Executive’s delivery of a
Notice of Termination for Good Reason), after a written demand for substantial performance is
delivered to the Executive by the Board or the Chief Executive Officer of the Company which
specifically identifies the manner in which the Board or Chief Executive Officer believes that the
Executive has not substantially performed the Executive’s duties, or (b) the Executive’s willful
engaging in illegal conduct or gross misconduct that is materially and demonstrably injurious to
the Company. For purposes of this definition, no act or failure to act on the part of the Executive
shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad
faith or without reasonable belief that the Executive’s action or omission was in the best
interests of the Company. Any act, or failure to act, based upon authority given pursuant to a
resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer of the
Company or based upon the advice of counsel for the Company shall be conclusively presumed to be
done, or omitted to be done, by the Executive in good faith and in the best interests of the
Company.



     “Change of Control” means the happening of any of the events described in subsections (a)
through (d) below:



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     (a) the acquisition by any Person of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of 20 percent or more of either (1) the
then-outstanding shares of common stock of the Company (the “Outstanding Company Common
Stock”) or (2) the combined voting power of the then-outstanding voting securities of the
Company entitled to vote generally in the election of directors (the “Outstanding Company
Voting Securities”); provided, that for purposes of this subsection (a), the following
acquisitions shall not constitute a Change of Control: (A) any acquisition directly from the
Company; (B) any acquisition by the Company or a Subsidiary of the Company; (C) any
acquisition by any employee benefit plan (or related trust) sponsored or maintained by the
Company or a Subsidiary of the Company; or (D) any acquisition pursuant to a transaction
that complies with clauses (1), (2) and (3) of subsection (c) of this definition;



     (b) individuals who, as of the date of the initial public offering of the
common stock of the Company, constitute the Board (the “Incumbent Board”), cease for any
reason to constitute at least a majority of the Board; provided, that any individual
becoming a director subsequent to the date hereof whose election, or nomination for election
by the Company’s stockholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though such individual
were a member of the Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the Board;



     (c) consummation of a reorganization, merger, statutory share exchange,
consolidation or similar transaction involving the Company or any of its subsidiaries, a
sale or other disposition of all or substantially all of the assets of the Company or the
acquisition of assets or stock of another entity (a “Business Combination”), in each case,
unless, following such Business Combination, (1) all or substantially all of the individuals
and entities who were the beneficial owners, respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 60% of, respectively, the
then-outstanding shares of common stock (or, for a non-corporate entity, equivalent
securities) and the combined voting power of the then-outstanding voting securities entitled
to vote generally in the election of directors (or, for a non-corporate entity, equivalent
governing body), as the case may be, of the entity resulting from such Business Combination
(including without limitation an entity that as a result of such transaction owns the
Company or all or substantially all of the Company’s assets either directly or through one
or more subsidiaries) in substantially the same proportions as their ownership, immediately
prior to such Business Combination of the Outstanding Company Common Stock and Outstanding
Company Voting Securities, as the case may be, (2) no Person (excluding the Company, a
Subsidiary of the Company, any entity resulting from a Business Combination or any employee
benefit plan (or related trust) thereof) beneficially owns, directly or indirectly, 20
percent or more of the then-outstanding shares of common stock of the entity resulting from
such Business Combination or 20 percent or more of the combined voting power of the
then-outstanding voting securities entitled to vote generally in the election of directors
of such entity, except to the extent that such ownership existed prior to the Business
Combination and (3) at least a majority of the members of the board of directors (or, for a
non-corporate entity, equivalent governing body), of the entity resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of the initial
agreement, or of the action of the Board, providing for such Business Combination;



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     (d) approval by the stockholders of the Company of a complete liquidation or
dissolution of the Company.



     “Code” means the Internal Revenue Code of 1986, as amended.



     “Company” has the meaning set forth in the first paragraph of this Agreement, and shall
include any successor to the Company pursuant to Section 9(c).



     “Confidential Information” means (a) all technical and business information of the Company and
the Affiliated Companies, whether patentable or not, which is of a confidential, trade secret
and/or proprietary character and that is either developed by the Executive (alone or with others)
or to which the Executive has had access during the Executive’s employment, (b) all confidential
evaluations, and (c) the confidential use or non-use by the Company or any Affiliated Company of
technical or business information in the public domain.



     “Date of Termination” means (a) if the Executive’s employment is terminated as a result of the
Executive’s death or Disability, the date on which the Executive’s termination becomes effective
pursuant to Section 3(a), and (b) otherwise, as defined in Section 3(e).



     “Disability” means the absence of the Executive from the Executive’s duties with the Company
on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or
physical illness or injury that is determined to be total and permanent by a physician selected by
the Company or its insurers and acceptable to the Executive or the Executive’s legal
representative.



     “Employment Agreement” means any employment agreement between the Company or any of the
Affiliated Companies that may hereafter be entered into.



     “Executive” has the meaning set forth in the first paragraph of this Agreement.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “Excise Tax” means the excise tax imposed by Section 4999 of the Code, together with any
interest or penalties imposed with respect to such excise tax.



     “Good Reason” means the occurrence of any one or more of the following conditions without the
consent of the Executive: (a) any material diminution of (i) the Executive’s authority, duties or
responsibilities; (ii) the authority, duties or responsibilities of the individual or group to whom
the Executive reports, or (iii) the Executive’s budgetary authority; (b) any material failure by
the Company to comply with any of the provisions of Section 2(a)(1) or Section 2(b); (c) any
purported termination by the Company of the Executive’s employment otherwise than as expressly
permitted by this Agreement; or (d) any failure by the Company to comply with and satisfy Section
9(c).



     “Gross-Up Payment” means an amount such that, after payment by the Executive of all Taxes and
Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up
Payment equal to the Excise Tax imposed upon the Payments.



     “Individual SERP” means individual agreements between the Executive and the Company or the
Affiliated Companies regarding the provisions of supplemental retirement benefits such as (but not
limited to) post-retirement income and/or welfare benefits.



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     “Notice of Termination” means a written notice of the termination of the Executive’s
employment that (a) indicates the specific termination provision in this Agreement relied upon, (b)
to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Executive’s employment under the provision so indicated, and
(c) specifies the Date of Termination (which shall be not earlier than the date such notice is
given and not later than 30 days thereafter).



     “Other Agreement” means any contract or agreement between the Company or any of the Affiliated
Companies and the Executive, excluding any Employment Agreement and this Agreement and including
without limitation any Individual SERP.



     “Other Benefits” means any amounts or benefits required to be paid or provided or which the
Executive is eligible to receive under any Other Plan or Other Agreement.



     “Other Plan” means any plan, program, policy or practice provided by the Company or any of the
Affiliated Companies, excluding this Agreement, any Employment Agreement and any Other Agreements.



     “Parachute Value” of a Payment means the present value as of the date of the change of control
for purposes of Section 280G of the Code of the portion of such Payment that constitutes a
“parachute payment” under Section 280G(b)(2) of the Code, as determined by the Accounting Firm for
purposes of determining whether and to what extent the Excise Tax will apply to such Payment.



     “Payment” means any payment or distribution in the nature of compensation (within the meaning
of Section 280G(b)(2) of the Code) to or for the benefit of the Executive, whether paid or payable
pursuant to this Agreement or otherwise.



     “Person” means any individual, entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Exchange Act.



     “Prior Change-of-Control Employment Security Agreement” means the Change-of-Control Employment
Security Agreement dated ______, 200___, between the Executive and Monsanto Company, as amended as of
______, 200___.



     “Protected Period” has the meaning set forth in the first sentence of Section 2.



     “Release” has the meaning set forth in Section 4(a).



     “Release Deadline” means the latest business day that is not more than two months after the
end of the calendar year in which the Date of Termination occurs.



     “Retiree Welfare Benefits” means retiree benefits pursuant to any of the Specified Welfare
Benefits.



     “Retirement Plan” means the Monsanto Company Pension Plan and any successor thereto, and any
other qualified defined benefit retirement plans of the Company and the Affiliated Companies, in
each case to the extent the Executive was entitled to participate therein immediately before the
Date of Termination.



     “Safe Harbor Amount” means 2.99 times the Executive’s “base amount,” within the meaning of
Section 280G(b)(3) of the Code.



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     “Savings Plans” means the Monsanto Company Savings and Investment Plan, Savings and Investment
Parity Plan, Deferred Payment Plan, and any successors thereto, and any other qualified and
nonqualified defined contribution plans of the Company and the Affiliated Companies, in each case,
to the extent the Executive was entitled to participate therein immediately before the Date of
Termination.



     “SERP” means the Monsanto Company ERISA Parity Pension Plan, the Monsanto Company Supplemental
Retirement Plan, and any successors thereto, and any other “top hat,” excess or supplemental
defined benefit retirement plans of the Company and the Affiliated Companies, in each case to the
extent the Executive is entitled to participate therein immediately before the Date of Termination.



     “Severance Period” means the period of [three/two] years beginning on the Date of Termination.



     “Specified Welfare Benefits” means medical, prescription drug, dental, vision, disability and
life insurance benefits that are substantially comparable to those that would have been provided to
the Executive and the Executive’s family pursuant to Section 2(b)(4), if the Executive had remained
employed by the Company during the Severance Period. Specified Welfare Benefits shall not include
the benefit of making pre-tax contributions to any cafeteria or flexible spending plan.



     “Subsidiary” of any entity means any corporation, partnership, joint venture, limited
liability company, or other entity or enterprise of which the first entity 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.



     “Taxes” means all federal, state, local and foreign income, excise, social security and other
taxes (other than the Excise Tax and any taxes, interest and penalties imposed pursuant to Section
409A of the Code) and any associated interest and penalties.



     “Term of this Agreement” means the period beginning on the date of this Agreement and ending
on the following August 31; provided, however, that beginning on that August 31, and on each August
31 thereafter, the Term of this Agreement shall be automatically extended so as to terminate on the
first anniversary of such August 31, unless the Company shall give notice to the Executive before
the immediately preceding July 1 that the Term of this Agreement shall not be so extended.



     “Underpayment” has the meaning set forth in Section 7(b).



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     IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the
authorization from its Board of Directors, the Company has caused these presents to be executed in
its name on its behalf, all as of the day and year first above written.



	 	 	 	 	 
	 	EXECUTIVE

 	 
	 	 	 
	 	 	 
	 	 	 
	 
	 	MONSANTO COMPANY

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	[Hugh Grant, President and

Chief Executive Officer][Steven C. Mizell,

Senior Vice President, Human Resources] 	 
	 



-17-









 








Exhibit A




Form of Release



THIS RELEASE MUST BE SIGNED AND RETURNED BY ______, 20___. YOU MAY NOT MAKE ANY CHANGES TO THIS
FORM.



Monsanto Company, on its own behalf and on behalf of its subsidiaries, affiliates, successors and
predecessors (collectively, the “Company”), and I agree as follows:



(a) Consideration: I will receive the severance pay and benefits provided for in Section 4(a) of
the attached Change-of-Control Employment Security Agreement in exchange for this Release.



(b) Employment Termination: My employment with the Company has ended and I agree never to seek
employment with the Company or its affiliates in the future.



(c) Claims Released: I represent that I have not been the victim of age discrimination or any other
type of discrimination or wrongful act in connection with my employment with the Company.
Consistent with this, I release the Company, its current and former subsidiaries and affiliates,
and their employees or agents and related parties from all known or unknown claims, if any, that I
presently could have arising out of my employment with the Company or the termination of my
employment, except (1) Age Discrimination in Employment Act claims, of which I have none, (2)
claims for payments and benefits to which I am entitled under the attached Change-of-Control
Employment Security Agreement and (3) claims for the Other Benefits (as defined in the attached
Change-of-Control Employment Security Agreement) identified on Schedule I hereto.



(d) Promise Not to File Claims: I promise never to file any lawsuit based on a released claim and I
will withdraw with prejudice any such lawsuit that may already be pending. I promise never to seek
any damages, remedies, or
other relief for myself personally (any right to which I hereby waive) by prosecuting a charge with
any administrative agency with respect to any claim released by this Release.



READ THIS RELEASE, AND CAREFULLY CONSIDER ALL OF ITS PROVISIONS BEFORE SIGNING IT. YOU WILL HAVE
UNTIL THE DATE INDICATED IN THE FIRST LINE ABOVE IN WHICH TO CONSIDER IT. THIS RELEASE INCLUDES A
RELEASE OF KNOWN AND UNKNOWN CLAIMS. IF YOU WISH, YOU SHOULD CONSULT YOUR ATTORNEY (AT YOUR OWN
EXPENSE).



I have carefully read this Release, I fully understand what it means, and I am entering into it
voluntarily.



   




	 	 	 
	 

	 	 
	Date

	 	Signature
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	Printed Name







-18-