exv10w17w3



 






EXHIBIT
10.17.3




MONSANTO COMPANY LONG-TERM INCENTIVE PLAN




Form of Terms and Conditions

Restricted Shares Grant

to ________________



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




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



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



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



     3. Vesting. The Restricted Shares shall vest [___], subject to Sections 4
and 5 below.



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



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



       (c) If you experience an involuntary Termination of Service other than a Termination for
Cause, or a Termination of Service as a result of death or Disability (as determined by the
Committee) at a time when all of the Restricted Shares have not yet become vested, the remaining



 









 







unvested Restricted Shares shall become vested as to a percentage equal to (i) the number of
completed months included in the period from the Grant Date through the date of your Termination of
Service, divided by (ii) 36.



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



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



       (b) While the Company reserves the right to modify the methods of tax withholding that it
deems acceptable, as of the time that this Award Certificate is being delivered to you, tax
withholding may be satisfied by (i) cash or check, (ii) delivery of previously owned Shares, or
(iii) retention, sale to a third party or cancellation by the Company of Restricted Shares that are
vesting. No more than the minimum required withholding will be permitted using Shares.



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



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



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



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