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Delaware
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001-16167
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43-1878297
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State of Incorporation
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(Commission File Number)
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(IRS Employer Identification No.)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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If the termination is by the Executive for Good Reason, or by the Company other than for Cause, death or Disability, the Executive will be entitled to:
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any unpaid Base Salary, a prorated Annual Incentive for the year of termination and an amount equal to the product of (i) three, and (ii) the sum of the Annual Base Salary Amount, and the Average Pre-Change-of-Control Annual Incentive Bonus;
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Specified Welfare Benefits for two years, provided that the Executive has not become eligible for a corresponding benefit through another employer;
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retiree medical benefits beginning at the end of the Severance Period, if the Executive has achieved at least 50 years of age and 10 years of service, with a combined age and Years of Service of at least 65; and
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benefits accrued under the Company’s pension, parity pension or similar plan, and any other benefits which the Executive is entitled to receive.
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If the Executive’s employment is terminated by reason of death or Disability, the Executive’s estate or beneficiaries, or the Executive, will be entitled to receive any unpaid Base Salary and a prorated Annual Incentive for the year of termination, as well as other benefits at least as favorable as those which would be provided to estates or beneficiaries of peer executives or disabled peer executives.
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If the Executive’s employment is terminated by the Company for Cause, the Executive will be entitled to receive unpaid Base Salary and any other benefits which the Executive is entitled to receive.
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If the Executive terminates his employment other than for Good Reason, the Executive will be entitled to receive any unpaid Base Salary, a prorated Annual Incentive for the year of termination and any other benefits which the Executive is entitled to receive.
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the acquisition by a Person of 30 percent or more of the Company’s outstanding stock;
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a change such that the directors who were members of the Company’s Board of Directors at the time of the Company’s initial public offering cease to constitute a majority of the Board;
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a Business Combination, unless following such event (1) the individuals and entities who owned the Company’s securities prior to the event beneficially own at least 50 percent of the Company’s outstanding shares and voting power, (2) no Person beneficially owns 30 percent of the Company’s outstanding shares, and (3) the directors who were members of the Company’s Board of Directors at the time of the Company’s initial public offering continue to constitute a majority of the Board.
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Exhibit 10
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Form of Change of Control Employment Security Agreement, effective Sept. 1, 2010
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MONSANTO COMPANY
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By: /s/ Jennifer L. Woods
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Name: Jennifer L. Woods
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Title: Assistant Secretary
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Exhibit No.
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Description of Exhibit
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Exhibit 10
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Form of Change of Control Employment Security Agreement, effective Sept. 1, 2010
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