EXHIBIT 10.17
AMENDED AND RESTATED
MONSANTO COMPANY DEFERRED PAYMENT PLAN
1. NAME
OF PLAN. This plan shall be known as the “The Monsanto
Company Deferred Payment Plan” and is hereinafter referred to
as this “Plan.”
2. PURPOSES
OF PLAN. The purposes of this Plan are to enable Monsanto Company,
a Delaware corporation (the “Company”), and its
Subsidiaries to retain qualified individuals to serve as employees
by providing a means for them to elect to defer payment of certain
compensation on a pre-tax basis.
3. EFFECTIVE
DATE. This Plan was originally effective September 1, 2000.
This Plan as amended and restated shall be effective as of
January 1, 2004 (the “Effective Date”).
4. DEFINITIONS.
The following terms shall have the meanings set forth
below:
“Beneficiaries”
has the meaning set forth in Section 8.
“Beneficiary
Designation” has the meaning set forth in
Section 8.
“Board”
means the Board of Directors of the Company.
“Cash
Account” means that portion of the Deferral Account that is
credited monthly with interest credits at the Interest
Rate.
“Committee”
means the People Committee or the Internal People Committee, as the
context may require, as more fully set forth in
Section 9.
“Company”
has the meaning set forth in Section 2.
“Daily
Closing Price” means, for any given date, the last reported
per-share sales price for a Share during normal business hours on
the New York Stock Exchange for the immediately preceding trading
date, as reported by The Wall Street Journal.
“Date
Certain” has the meaning set forth in
Section 7(a).
“Date
Certain Election” has the meaning set forth in
Section 7(a).
“Deferral
Account” means a bookkeeping account maintained by the
Company for a Participant in accordance with Section 6,
representing the amount the Participant is entitled to receive
pursuant to this Plan. The “Deferral Account” is made
up of both a “Cash Account” and a “Stock Unit
Account.”
“Deferral
Election” means an election by a Participant to defer some or
all of his or her Eligible Compensation under this Plan.
“Deferred
Compensation” means any Eligible Compensation that a
Participant elects to defer in accordance with this
Plan.
“Delivery
Election” means an election by a Participant as to the time
or times at which the balance in his or her Deferral Account will
be distributed to the Participant.
“Eligible
Compensation” means such portion or categories of the cash
compensation payable to an Eligible Employee by the Company or any
of its Subsidiaries under the Company’s Annual Incentive Plan
or other cash compensation as the Committee shall determine from
time to time; provided, that Eligible Compensation shall exclude
the amount necessary to satisfy the tax withholding obligations of
the Company and its Subsidiaries with respect to Deferred
Compensation if such obligation is not otherwise satisfied by the
Eligible Employee.
“Eligible
Employee” means an employee of the Company or any of its
Subsidiaries who (i) is designated by the Company as having an
M05 classification or above and is a either a citizen of the United
States residing in the United States or an employee permanently
assigned to the United States or (ii) is designated by the
Committee as an Eligible Employee. Notwithstanding the foregoing,
the Committee may from time to time determine to exclude any such
individual from the definition of “Eligible
Employee”.
“Executive
Participant” means a Participant who is subject to the
Company’s Stock Ownership Requirements.
“Fair
Market Value” means, for any given date, the average of the
highest and lowest per-share sales prices for Shares during normal
business hours on the New York Stock Exchange for the immediately
preceding trading date, as reported by such source as the Committee
may select.
“Internal
People Committee” means the Monsanto Company Internal People
Committee.
“Interest
Rate” for a calendar year means the average Moody’s Baa
Bond Index Rate in effect during the prior calendar year, or such
other rate as may specified by the People Committee from time to
time.
“Matching
Contribution Equivalents” means an amount equivalent to that
portion of the benefit which would have been payable to or
contributed on behalf of a Participant by the Company under the
provisions of the Monsanto Company Savings and Investment Plan or
the Monsanto Company ERISA Parity Savings and Investment Plan, as
the case may be, but for a Participant’s election to defer
all or a portion of his Eligible Compensation attributable to the
Annual Incentive Plan under this Plan.
“Participant”
means each Eligible Employee who has made a Deferral Election and
each employee of the Company and its Subsidiaries who made a Prior
Election and whose participation in the Prior Plan was transferred
to this Plan.
“Payment
Date” for any particular Deferred Compensation means the date
it would otherwise have been paid, if it had not been subject to a
Deferral Election or a Prior Election, as applicable.
“People
Committee” means the People and Compensation Committee of the
Board.
“Plan”
has the meaning set forth in Section 1.
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“Prior
Election” means an election made by a Participant under the
Prior Plan to defer all or a portion of his or her compensation
payable by Pharmacia Corporation in accordance with the Prior Plan.
Each Participant’s deferral election in effect under the
Prior Plan shall be deemed a valid deferral election under this
Plan and subject to the terms and conditions of this
Plan.
“Prior
Plan” means the Deferred Payment Plan maintained by Pharmacia
Corporation for any year prior to and including 2000.
“Retirement”
of a Participant means the Participant’s Termination of
Employment after the Participant has reached age 50.
“Retirement
Election” has the meaning set forth in
Section 7(a).
“Section”
means a section of this Plan.
“Share”
means a share of the Company’s common stock, $.01 par
value.
“Stock
Ownership Requirements” means the Monsanto Company Executive
and Director Stock Ownership Requirements as the same may be
amended from time to time.
“Stock
Unit” means a hypothetical credit representing one
Share.
“Stock
Unit Account” means that portion of the Deferral Account that
is measured by the performance of Shares.
“Subsidiary”
means (i) any corporation, partnership, joint venture, limited
liability company, or other entity or enterprise of which the
Company owns or controls, directly or indirectly, 50% or more of
the outstanding shares of stock normally entitled to vote for the
election of directors, or of comparable equity participation and
voting power, and (ii) any other entity designated by the
Committee as a Subsidiary.
“Termination
Date” for a Participant means the date such Participant
experiences a Termination of Employment for any reason.
“Termination
of Employment” of a Participant occurs when the Participant
is no longer either an employee of the Company or any of its
Subsidiaries, including without limitation because the entity that
employs the Participant has ceased to be a Subsidiary.
“United
States” means the fifty states of the United States of
America
5. DEFERRAL
ELECTIONS. Each Eligible Employee shall be permitted to elect to
participate in this Plan by making a Deferral Election in
accordance with such procedures and subject to such limitations as
may be established by the Committee from time to time. When making
a Deferral Election, a Participant must elect in writing, upon a
form provided by the Committee or its delegate, whether the
Deferred Compensation subject to the Deferral Election will be
credited to the Participant’s Cash Account or the
Participant’s Stock Unit Account, or a combination of both,
and must make a Delivery Election applicable to that Deferred
Compensation in accordance with Section 7. If an Eligible
Employee makes a Deferral Election but fails to elect whether the
Deferred Compensation subject to the Deferral Election shall be
credited to the
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Participant’s Cash Account
and/or Stock Unit Account, such Deferred Compensation shall be
credited to the Participant’s Cash Account.
6. DEFERRAL
ACCOUNTS.
(a) In
General. The Company shall maintain a Deferral Account for each
Participant, which shall be subdivided into a Cash Account and a
Stock Unit Account; provided, that the balance of each
Participant’s Deferral Account as of the Effective Date shall
be considered to be invested in the Cash Account. Each such Account
shall be credited as of the relevant Payment Date with the amounts
of all Deferred Compensation, including to the extent applicable
Deferred Compensation pursuant to a Prior Election. Each
Participant’s Deferral Account shall be reduced by the
amounts of all distributions as and when they are made pursuant to
Section 7.
(b) Cash
Account. Each Participant’s Cash Account shall be credited
monthly with interest equivalents on the balance therein at the
Interest Rate, as in effect from time to time.
(c) Stock
Unit Account. Whenever Deferred Compensation is credited to a
Participant’s Stock Unit Account, such Deferred Compensation
shall be converted to a number of Stock Units equal to the amount
of such Deferred Compensation divided by the
