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EXHIBIT 10.18.5




Monsanto Company Long-Term Incentive Plan

Terms and Conditions

of this Fiscal Year ______

Restricted Stock Unit Grant



You have received an Award of Restricted Stock Units (the “Units”) under the Monsanto Company
Long-Term Incentive Plan (the “Plan”). The Grant Date and the number of Units initially covered by
this Award (the “Initial Number of Units”) are set forth in the document you have received entitled
“Restricted Stock Units Statement.” The maximum number of Units that you may receive under this
Award (the “Maximum Number of Units”) is two times the Initial Number of Units. The Restricted
Stock Units Statement and these terms and conditions collectively constitute the Award Certificate
for the Units, and describe the provisions applicable to the Units.




     1. Definitions. Each capitalized term not otherwise defined herein has the meaning
set forth in the Plan or, if not defined in the Plan, in the attached Restricted Stock Units
Statement. The “Company” means Monsanto Company, a Delaware corporation incorporated February 9,
2000.



     2. Nature of Units. The Units represent the right to receive, in certain
circumstances, a number of Shares determined in accordance with the Restricted Stock Units
Statement and these terms and conditions. Until such time (if any) as Shares are delivered to you,
you will not have any of the rights of a common stockholder of the Company with respect to those
Shares, your rights with respect to the Units and those Shares will be those of a general creditor
of the Company, and you may not sell, assign, transfer, pledge, hypothecate, give away, or
otherwise dispose of the Units. Any attempt on your part to dispose of the Units will result in
their being forfeited. However, you shall have the right to receive Dividend Equivalents with
respect to the Units, subject to withholding pursuant to paragraph 6 below. “Dividend Equivalents”
are cash payments equal to the cash dividends that would have been paid to you if you had been the
record owner of a number of Shares equal to the number of Units subject to this Award (determined
in accordance with paragraph 3(c) below) on the applicable record date. Dividend Equivalents shall
be paid to you on or as promptly as reasonably practicable following the payment date for the
corresponding cash dividends. You shall not be entitled to receive any payments with respect to
any non-cash dividends or other distributions that may be made with respect to the Shares.



 









 





     3. Vesting of Units. (a) 162(m) Performance Goal. In order to vest in the
Maximum Number of Units or any lesser number of Units under this Award, the 162(m) Performance Goal
must be met (as determined and certified by the Committee following August 31, 20___). The “162(m)
Performance Goal” is that the Company’s Net Income, as defined in the next sentence, must exceed
zero for the period September 1, 20___ through
August 31, 20___. “Net Income” means gross profit (i)
minus (A) sales, general and administrative expenses, (B) research and development expense, (C)
amortization, (D) net interest expense, and (E) income taxes and (ii) plus or minus other income
and expense; all as reported in the Company’s financial statements; but excluding positive or
negative effects of (I) restructuring charges and reversals, (II) the outcome of lawsuits, (III)
research and development write-offs on acquisitions, (IV) impact of liabilities, expenses or
settlements related to Solutia, Inc. or agreements associated with a Solutia, Inc. plan of
reorganization, (V) unbudgeted business sales and divestitures; and (VI) the cumulative effects of
changes in accounting methodology made after August 31,
20___.



     (b) EPS and Cash Flow Goals. If the Section 162(m) Performance Goal is met, then the
number of Units eligible for vesting under this Award will be determined one-third based upon the
Company’s achievement of cumulative earnings per share (the “EPS Goal”), one-third based upon the
Company’s achievement of cumulative cash flow (the “Cash Flow Goal”), and one-third based upon the
Company’s achievement of return on capital (the “ROC Goal,” and, together with the EPS Goal and the
Cash Flow Goal, the “Goals” and each, singularly, a
“Goal”) for fiscal years 20___ and
20___ as
compared to the goals set forth in Exhibit A hereto. Not later than November 15, 20___, the
Committee will determine the extent to which the Goals have been met and the number of Units
eligible for vesting under this Award and the number of Units to be forfeited, as follows.




Below Threshold-Level Performance: For each Goal as to which performance is
below threshold level, one-third of the Initial Number of Units shall be forfeited.




Above Threshold-Level/Below Target Performance: For each Goal as to which
performance is above threshold level but below target level, a number of Units shall
become eligible for vesting, equal to (i) one-third of the Initial Number of Units
times (ii) the percentage determined by interpolating between 50% and 100%, based on
the relationship between actual performance and target-level performance for that
Goal.




Target-Level Performance: For each Goal as to which target-level
performance is achieved, one-third of the Initial Number of Units shall be eligible
for vesting.



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Above Target-Level Performance: For each Goal as to which greater than
target-level performance is achieved, a number of Units shall become eligible for
vesting, equal to (i) one-third of the Initial Number of Units times (ii) the
percentage determined by interpolating between 100% and 200%, based on the
relationship between actual performance and target-level performance for that Goal.



     (c) Number of Units; Effect of Forfeiture. From the Grant Date through November 14,
20___, the number of Units subject to this Award shall be the Initial Number of Units. If the
162(m) Performance Goal is not met, or if none of the Goals are met at the threshold level or
above, all Units under this Award will be forfeited as of
November 15, 20___. Otherwise, the number
of Units subject to this Award from November 15,
20___ through August 31, 20___ shall be the number
of Units (if any) that are eligible for vesting after application of the foregoing and those Units
will vest effective as of August 31, 20___, except as otherwise provided below.



     (d) Effect of Termination of Service. If you incur a Termination of Service before
August 31, 20___ as a result of a Termination without Cause or your Retirement, Disability or death,
then effective as of August 31, 20___, a number of Units shall vest, equal to (i) the number of
Units (if any) that become eligible for vesting, based upon the application of paragraphs (b) and
(c) above, times (ii) a fraction, the numerator of which is the number of days from September 1,
20___ through your date of termination, and the denominator of which is 730. If your employment
terminates after August 31, 20___ and before
August 31, 20___ as a result of a Termination without
Cause or your Retirement, Disability or death, effective as of August 31, 20___, a number of Units
subject to this Award shall vest, equal to the number of Units (if any) that become eligible for
vesting, based upon the application of paragraphs (b) and (c) above. If your employment terminates
before August 31, 20___ for any other reason, all Units subject to this Award shall be forfeited as
of the date of your termination.



     4. Delivery of Shares. (a) Vested Units. The Company shall deliver to you a
number of Shares equal to the number of Units (if any) that vest pursuant to this Award, subject to
withholding as provided in paragraph 6 below. Such delivery shall take place immediately after
August 31, 20___, unless and to the extent a valid Deferral Election (as defined below) applies;
provided, however, that in the event of your Termination of Service pursuant to Section 3(d) above,
other than as a result of your death or “disability” within the meaning of Section 409A(a)(2)(C) of
the Internal Revenue Code of 1986, as amended (the “Code”), to the extent that you are considered a
Key Employee at such time (for purposes of this Agreement, “Key Employee” shall be defined as such
term is defined under Section 416(i) of the Code), such delivery shall take place on the later of
(i) August 31, 20___ or (ii) six months after your Termination of Service. During any period from
September 1, 20___ until such delivery occurs, for purposes of your entitlement to Dividend
Equivalents with respect to this Award, the number of Units subject to this Award on any given date



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shall be the number of such Units that have vested but with respect to which no such delivery has
yet occurred as of that date.



     (b) Deferral Elections. You shall be permitted to elect to defer delivery of Shares
with respect to the Units (if any) that vest pursuant to this Award, in accordance with the rules
set forth below and any rules and procedures that may hereafter be adopted by the Committee or its
delegee. Such elections (“Deferral Elections”) must be made no later than August 31, 20___, and
will be irrevocable once made; provided, that any Deferral Elections that you may have made shall
become null and void upon your Termination of Service for any reason on or before August 31, 20___.
You may make a Retirement Election, a Date Certain Election, or both. A “Retirement Election”
means a Deferral Election pursuant to which the vested Units to which it relates will be settled by
delivery of a number of Shares equal to the number of such vested Units, either in a lump sum or in
monthly installments over a period of up to ten (10) years, with such lump sum or the first such
installment to be delivered during the January next following the date of your Retirement or any
subsequent January; provided, however, that to the extent that you are considered a Key Employee at
the time of your Retirement, and your Retirement does not result from your death or “disability”
within the meaning of Section 409A(a)(2)(C) of the Code, such delivery shall in no event take place
earlier than six months after your Retirement. A “Date Certain Election” means a Deferral Election
pursuant to which the vested Units to which it relates will be settled by delivery of a number of
Shares equal to the number of such vested Units, in a lump sum as soon as reasonably practicable
following a specified date (the applicable “Date Certain”), which must be later than August 31,
20___.



     (c) Settlement of Deferred Units. Any of your vested Units as to which a Date Certain
Election is in effect shall be settled in accordance with such Date Certain Election, unless your
Termination of Service occurs before the applicable Date Certain; provided, however, that to the
extent that you are considered a Key Employee at the time of your Termination of Service, and your
Termination of Service does not result from your death or “disability” within the meaning of
Section 409A(a)(2)(C) of the Code, such delivery shall in no event take place earlier than six
months after your Termination of Service. Upon your Retirement after August 31, 20___, any portion
of your vested Units as to which a Retirement Election is in effect shall be paid in accordance
with that Retirement Election, and the remaining balance (if any) of your vested Units shall be
settled by delivery of Shares in a single lump sum immediately thereafter; provided, however, that
to the extent that you are considered a Key Employee at the time of your Retirement, and your
Retirement does not result from your death or “disability” within the meaning of Section
409A(a)(2)(C) of the Code, such delivery shall in no event take place earlier than six months after
your Retirement. Upon your Termination of Service after
August 31, 20___ for any reason other than
a Retirement, any remaining vested Units that have not yet been settled (whether subject to a
Retirement Election or a Date Certain Election) shall be settled by delivery of Shares in a single
lump sum immediately



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thereafter; provided, however, that to the extent that you are considered a Key Employee at the
time of your Termination of Service, and your Termination of Services does not result from your
death or “disability” within the meaning of Section 409A(a)(2)(C) of the Code, such delivery shall
in no event take place earlier than six months after your Termination of Service.



     (d) Hardship Withdrawals. Upon your written request or that of your legal
representative, the Committee may (but shall not be required to) settle all or a portion of your
deferred vested Units by delivery of Shares on a date after
August 31, 20___ but before the date
otherwise provided by the applicable Deferral Election, to the extent the Committee determines to
be necessary (i) to alleviate a severe unforeseeable financial hardship to you as a result of the
illness or accidental injury of you or one of your dependents, a casualty loss of property not
fully covered by insurance, or other similar financial hardship caused by extraordinary and
unforeseeable circumstances beyond your control or (ii) as a result of your disability (as defined
under Section 409A of the Code); provided, however, that the amounts distributed to you pursuant to
subclause (i) above shall not exceed the amounts that may be distributed, if any, without the
imposition of the excise tax provisions of Section 409A of the Code to such distribution.



     (e) Fractional Shares. Whenever any Units are to be settled in installments, the
number of Units in any given installment shall be rounded to the nearest whole number to avoid a
requirement to deliver a fractional share.



     5. Change of Control. Upon the occurrence of a Change of Control,
notwithstanding any other provision of this Award Certificate other than paragraph 6, the number of
Units subject to this Award (subject to paragraph 6 below) shall vest in full and, except as
provided below, shall promptly be settled by delivery of Shares to you in a single lump sum. For
this purpose, (a) the number of Units subject to this Award shall be determined pursuant to
paragraph 3(c) above as of the date of such Change of Control, except that if the date of the
Change of Control is after August 31, 20___ and before November 15, 20___, the
adjustments to the number of Units pursuant to paragraphs 3(a) and (b) shall apply effective as of
the date of such Change of Control, and (b) if you have had a Termination of Service before the
date of such Change of Control, the provisions of paragraph 3(d) shall also apply. Notwithstanding
the foregoing, in the event of a Change in Control that does not qualify as an event described in
Section 409A(a)(2)(A)(v) of the Code and the regulations thereunder, the Units that vest upon the
Change of Control shall not be settled upon the occurrence of the Change of Control, but instead,
such Units shall be settled on the date when such vested Units would otherwise be settled by
delivery of Shares in accordance with paragraph 4 above and paragraph 6 below, by delivery of
Shares to you subject to withholding as provided in paragraph 6 below.



     6. Withholding. Notwithstanding any other provision of this Award
Certificate, your right to receive Dividend Equivalents and to receive Shares in



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settlement of any Units is subject to withholding of all taxes that are required to be paid or
withheld in connection with the payment of those Dividend Equivalents or the delivery of those
Shares. With respect to the delivery of Shares, you must make arrangements satisfactory to the
Company for the payment of any such taxes. While the Company reserves the right to modify the
methods of tax withholding that it deems acceptable, as of the time that this Award Certificate is
being delivered to you, such tax withholding may be satisfied by (i) cash or check, (ii) delivery
of previously owned Shares, or (iii) withholding by the Company of Shares that would otherwise be
delivered to you in settlement of such Units. No more than the minimum required withholding will
be permitted under clauses (ii) and/or (iii) of the preceding sentence. If any taxes are required
to be withheld at a date earlier than when the Units are to be settled (other than with respect to
the payment of Dividend Equivalents in cash), then notwithstanding any other provision of this
Award Certificate, the Company may (i) satisfy such obligation by causing the forfeiture a number
of Units having a Fair Market Value, on such earlier date, equal to the amount necessary to satisfy
the minimum required amount of such withholding, or (ii) make such other arrangements with you for
such withholding as may be satisfactory to the Company in its sole discretion.



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



     8. Effect of Award Certificate; Severability. This Award Certificate shall be binding
upon and shall inure to the benefit of any successor of the Company. The invalidity or
enforceability of any provision of this Award Certificate shall not affect the validity or
enforceability of any other provision of this Award Certificate.



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



     10. Plan Interpretation. This Award Certificate is subject to the provisions of the
Plan, and all of the provisions of the Plan are hereby incorporated into this Award Certificate as
provisions of the Units. If there is a conflict between the provisions of this Award Certificate
and the Plan, the provisions of the Plan govern. If there is any ambiguity in this Award
Certificate, any term that is not defined in this Award Certificate, or any matters as to which
this Award Certificate is silent, the Plan shall govern, including, without limitation, the
provisions of the Plan addressing construction and governing law, as well as the powers of the
Committee, among others, to (a) interpret the Plan, (b) prescribe, amend and rescind rules and
regulations relating to the Plan, (c) make appropriate adjustments to the Units in the event of a
corporate transaction, and (d) make all other determinations necessary or advisable for the
administration of the Plan.



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     11. Monsanto Company Recoupment Policy. This Award is an “incentive award” covered by
the terms of the Monsanto Company Recoupment Policy adopted by the Board of Directors of the
Company on October 24, 2006, if you are a “Specified Executive Officer” (within the meaning of said
Recoupment Policy) at the relevant time or times.




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