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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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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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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[ ]
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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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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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Exhibit
10.1
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Fiscal
Year 2009 Annual Incentive Plan Summary, as approved by the People and
Compensation Committee of the Board of Directors on August 5,
2008.
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Exhibit
10.2
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Monsanto
Benefits Plan for Third Country Nationals
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Exhibit
10.3
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Amendment
to Monsanto Benefits Plan for Third Country Nationals, effective August
5
,
2008
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MONSANTO
COMPANY
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||
By:
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/s/ Jennifer L.
Woods
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Name:
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Jennifer
L. Woods
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Title:
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Assistant
Secretary
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Exhibit
Number
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Description of
Exhibit
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Exhibit
10.1
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Fiscal
Year 2009 Annual Incentive Plan Summary, as approved by the People and
Compensation Committee of the Board of Directors on August 5,
2008.
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Exhibit
10.2
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Monsanto
Benefits Plan for Third Country Nationals
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Exhibit
10.3
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Amendment
to Monsanto Benefits Plan for Third Country Nationals, effective August
5
,
2008
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General
:
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·
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The
Fiscal Year 2009 Annual Incentive Plan (“Plan”) will cover the performance
period September 1, 2008 through August 31, 2009 (“Performance
Period”)
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Ø
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Any
payout, as determined by the Board People and Compensation Committee
(“Committee”), is made in November
2009
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·
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Eligibility
includes all regular employees of Monsanto Company, Seminis Vegetable
Seeds Inc., and American Seeds Inc. who do not participate in a local
sales or manufacturing annual incentive plan. The Plan also
excludes from eligibility all employees employed in the U.S. who are
members of a collective bargaining unit with whom incentive compensation
was the subject of good faith
bargaining
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Ø
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Funding
of the Plan is determined by the Company’s attainment of certain financial
goals and the Committee’s determination that such attainment satisfies
certain subjective performance criteria as determined by the
Committee. In addition, regardless of the attainment of any one
or more of the Plan’s financial goals, the Committee, in its sole
discretion, shall determine whether the incentive pool should be funded
and the amount of such funding, if
any
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Ø
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A
Target Annual Incentive Opportunity, expressed as a percentage of base
pay, is established for each participant with respect to the Performance
Period
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Performance
Level
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Potential
Payout as a Percent of Target Annual Incentive
Opportunity
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Threshold
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35%
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Target
(Budget)
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100%
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Outstanding
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200%
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·
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The
Committee approves Threshold, Budget and Outstanding levels of performance
for the Performance Period relating
to:
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Sales
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10%
weighting
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Diluted
Earnings Per Share
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50%
weighting
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Cash
Flow
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40%
weighting
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·
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Sales,
Diluted Earnings Per Share and Cash Flow are determined in accordance with
the “Definition of Performance
Metrics”
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·
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Following
the end of the Performance Period, the Committee evaluates Company
performance for the Performance Period relative to the financial
goals
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Ø
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The
Committee may consider subjective criteria in determining whether or not
any financial goal has been attained and the amount of incentive pool
funding with respect to any financial
goal
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·
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A
Target incentive award pool is calculated, equal to the sum of base
salaries of all Plan participants at the end of the Performance Year
multiplied by their respective Target Annual Incentive
Opportunities
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·
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After
the end of the Performance Period, the Committee determines the actual
funding of the incentive pool for the Plan based upon the Company’s
performance for the Performance Period, measured against the Plan’s
financial goals and other subjective performance
factors
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Ø
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The
Committee may, in its judgment, consider subjective factors in determining
to what extent, if any, the incentive pool will be
funded
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·
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The
amount of money available for awards (i.e. the funding of the incentive
pool) is determined by multiplying the value of the Target incentive award
pool by the percentage of overall Company performance achieved, as
determined by the Committee
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Ø
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Special
considerations regarding attainment of financial goals and funding of
incentive pool
:
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o
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The
incentive pool will be funded at no less than 20% of Budget level funding
in the event Monsanto pays dividends with respect to each of its financial
quarters ending during the Performance
Year
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o
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In
the event Monsanto does pay dividends with respect to each of the
Company’s fiscal quarters ending during the Performance Period, but the
Company does not attain the Threshold level of performance with respect to
the Diluted Earnings Per Share financial goal (considering the financial
goal metrics for Diluted Earnings Per Share and other subjective
performance factors), the incentive pool may not fund at greater than 20%
of Budget level funding
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o
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One
or more of the financial goals may be funded at above Outstanding level
funding if the Committee determines that Company performance with respect
to the goal warrants such funding; provided, however, the overall
incentive pool would be capped at 200% of budget level funding unless the
Committee determines in its discretion to fund above
200%
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·
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Individual
awards are determined based on team and individual
performance
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Ø
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People
managers: 50% of award based on development of people, team and personal
development (including diversity); 50% based on business
results
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Ø
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Non-managers:
75% of award based on business results; 25% on personal
development
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·
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A
participant’s award may be greater than 200% of his or her Target Annual
incentive Opportunity
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·
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The
payment and amount of any award are subject to the sole discretion of the
Committee or its delegate
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Events Affecting
Payout of Individual Performance Year
Incentives:
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·
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If
an employee commences employment during the Performance Period, he/she is
eligible for an award reflecting actual months of participation to the
nearest whole month
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·
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If
a participant’s Target Annual Incentive Opportunity changes during the
Performance Period, he/she is eligible for an award reflecting the Target
Annual Incentive Opportunity on the last day of the Performance
Period
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·
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If
a participant’s pay changes during the Performance Period, any incentive
award received is based on base pay on the last day of the Performance
Period
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·
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If
a participant transfers within the Company, his/her award will come from
the unit in which he/she is working on the last day of the Performance
Period, but performance for the entire Performance Period will be
considered
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·
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A
participant who:
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Ø
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voluntarily
resigns other than on account of retirement on or after attaining age 55
and five years of service may be considered for an award only if the
resignation occurs after the end of the Performance
Period
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Ø
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involuntarily
separates without cause or for poor performance, is eligible for an award
reflecting participation to the nearest whole month if he/she has already
worked at least three months in the Performance
Period
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Ø
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retires,
dies, or becomes permanently disabled, is eligible for an award reflecting
actual participation to the nearest whole month provided that he/she
worked at least three months during the Performance
Period. Retirement is defined as a voluntary termination on or
after attaining age 55 and five years of
service
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Ø
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incurs
a termination of employment for cause, forfeits all rights to any
award. A “termination of employment for cause” is defined as an
Involuntary Termination of Service of the Participant or other individual
on account of the Participant’s or other individual’s engaging in (i) any
willful or intentional neglect in performing his duties, including, but
not limited to, fraud, misappropriation or embezzlement involving property
of the Company or an Affiliate, or (ii) any other intentional wrongful act
that may impair the goodwill or business of the Company or an Affiliate,
or that may cause damage to any of their
businesses
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·
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Continued
eligibility for employees employed in the U.S. who become represented by a
collective bargaining unit during the Performance Period will be
determined by good faith bargaining
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·
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Any
award would be paid in November
2009
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·
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consistent
with that at your original Monsanto location;
and
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·
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comparable
with your “international” colleagues in Monsanto (even though local
conditions will vary).
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Eligibility
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3
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Cost
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3
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How
TCN Benefits are Determined
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3
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TCN
Benefits at Retirement
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4
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Disability
Income
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6
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Death
Benefits
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8
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Additional
Information
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9
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·
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your
supervisor or local HR representative determined that you had been
permanently transferred to another country at the request of the Company,
and applied to the Company before January 1, 2002, for you to be covered
by the TCN Plan;
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·
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the
appropriate authorized Monsanto committee approved your participation in
the TCN Plan prior to January 1,
2002;
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·
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you
were notified in writing that you had been designated a TCN;
and
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·
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you
waived any prior commitments made to you arising from an international
transfer and accepted the legal jurisdiction governing interpretation of
the TCN Plan.
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·
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Target
Benefit
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·
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Accrued
Benefits (called “Offsets”)
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·
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TCN
Supplement
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·
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All
local retirement income type benefits you accrue while working for
Monsanto and to which Monsanto has contributed either directly or
indirectly. These will be offset against the Target Benefit and
will include benefits from local Company-sponsored retirement or
disability plans (like pension plans, profit sharing plans, Provident
Funds, etc.) whether contributory or not, annuity or single
sum.
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·
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All
government retirement or disability benefits to which Monsanto has
contributed directly or indirectly, by taxes or otherwise (like Social
Security available to you on application.) These public
benefits will be offset on a pro rata basis in the proportion that your
Monsanto Pensionable Service bears to the total service underlying such
government benefits.
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·
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All
compulsory benefits required by governmental action to which Monsanto has
contributed and which are based on your service with Monsanto (like
certain severance and seniority payments whether statutory, contractual or
granted by custom).
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·
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your
Pensionable Earnings; and
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·
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your
years (and completed months) of Pensionable Service, up to a maximum of 40
years
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/s/
Steven C. Mizell
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8/8/08
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Name: Steven
C. Mizell
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Date:
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Title: Executive
Vice President,
Human
Resources
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/s/
Hugh Grant
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8/11/08
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Hugh
Grant
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Date:
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