Monsanto Company 2005 Long-Term
Incentive Plan
Terms and Conditions
of this Fiscal Year 2010
Financial Goal Restricted Stock Unit Grant
You have
received an Award of Restricted Stock Units (the
“Units”) under the Monsanto Company 2005 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 a
cash payment (the “Dividend Equivalent Payment”) with
respect to the Units (if any) that vest pursuant to this Award,
subject to withholding pursuant to paragraph 6 below, in an amount
equal to the aggregate cash dividends that would have been paid to
you if you had been the record owner, on each record date for a
cash dividend during the period from the Grant Date through the
settlement date of the Units, of a number of Shares equal to the
number of Units that vest under this Award. The Dividend Equivalent
Payment shall be made on such settlement date. 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, 2011). The “162(m) Performance Goal” is
that the
Company
‘ s Net Income, as defined in the next sentence, must
exceed zero for the period from September 1, 2009 through
August 31, 2011. “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, 2009.
(b) EPS,
Cash Flow, and ROC 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 2010 and 2011 as compared to the Goals set forth on
Exhibit A hereto. Not later than November 15, 2011, 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 targe
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