MONSANTO CO /NEW/ (Form: 8-K, Received: 09/01/2010 17:09:11)

As Filed with the Securities and Exchange Commission on September 1, 2010

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 26, 2010

MONSANTO COMPANY

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-16167	43-1878297
State of Incorporation	(Commission File Number)	(IRS Employer Identification No.)

800 North Lindbergh Boulevard

St. Louis, Missouri 63167

( Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (314) 694-1000

Not Applicable

(Former Name or Former Address, If Changed Since Last Report)

_________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations under any of the following provisions (see General Instruction A.2. below):

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendments to Monsanto Company Long-Term Incentive Plan, as amended and restated, and Monsanto Company 2005 Long-Term Incentive Plan

Effective Sept. 1, 2010, the Monsanto Company Long-Term Incentive Plan, as amended and restated (the “LTIP”), and the Monsanto Company 2005 Long-Term Incentive Plan (the “2005 LTIP”) were further amended to modify the definition of “Change of Control” as follows:

•	The threshold for acquisitions of Monsanto stock which would constitute a Change of Control is increased to 30% of outstanding shares;

•	An exception was added to provide that the passive acquisition of Monsanto stock shall not constitute a Change of Control if the acquisition resulted from Monsanto’s share repurchases; and

•	A Business Combination shall not constitute a Change of Control if Monsanto shareowners beneficially own more than 50% of the outstanding shares and the combined voting power of the then-outstanding shares of the combined company.

No other amendments were made to the LTIP or the 2005 LTIP. The text of the Fifth Amendment to the LTIP is included as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference. The text of the Fourth Amendment to the 2005 LTIP is included as Exhibit 10.2 to this Form 8-K and is incorporated herein by reference.

Additional information concerning the LTIP or the 2005 LTIP, which have substantially the same terms, may be found in Monsanto Company’s 2009 Proxy Statement, which was filed with the SEC on Dec. 7, 2009. The text of the LTIP and the 2005 LTIP, and prior amendments to such plans, have been previously filed as exhibits to Monsanto’s SEC filings, as indicated below in the Exhibit Index.

Terms and Conditions of Option Grants and Restricted Stock Unit Grants .

On Aug. 26, 2010, Monsanto Company’s People and Compensation Committee (the “Committee”) adopted terms and conditions for future option grants and restricted stock unit grants under the Monsanto Company 2005 Long-Term Incentive Plan (the “2005 LTIP”). No options or restricted stock units were awarded. The terms and conditions are similar to those previously approved under the 2005 LTIP; however provisions related to vesting following the occurrence of a Change of Control under the 2005 LTIP have been modified to incorporate a double trigger.

Options . Options are non-qualified options that are not intended to qualify as incentive stock options as defined in Section 422 of the Internal Revenue Code. The options will generally vest ratably over three years and expire on the tenth anniversary of the grant date. However, all or a portion of an option may be forfeited in the event the optionee voluntarily terminates employment or vesting may be accelerated in the event an optionee experiences a Retirement, death, Disability, or involuntary Termination of Service, or if a Change of Control occurs.

Restricted Stock Unit Grants . An award of restricted stock units (each, a “Unit”), represents the right to receive one share of Monsanto Company common stock for each Unit upon vesting. The number of Units subject to vesting will be determined by the People and Compensation Committee based on the Company’s attainment of specified performance goals relating to equally weighted earnings per share, cash flow and return on capital goals for the defined two-year performance period, and may be up to two

times the number of Units initially awarded based on Company performance against the goals. In order for any Units to vest, the 162(m) Performance Goal must be attained, which goal provides that the Company must have positive Net Income (as defined) for the defined two-year performance period. Units may be forfeited or vesting may be prorated if a participant experiences a Retirement Event, death, Disability, or voluntary or involuntary Termination of Service, or if a Change of Control occurs prior to expiration of the three-year Service Period. Participants may also receive a cash payment equal to the value of the cash dividends the participant would have been paid with respect to the number of shares received had the participant owned the shares at all times during the Service Period. Awards of Units are subject to the Company’s Recoupment Policy.

These summary descriptions of the terms and conditions of option grants and terms and conditions of restricted stock unit grants are qualified in their entirety by reference to the terms and conditions of option grants and terms and conditions of restrited stock unit grants, copies of which are included as Exhibits 10.3 and 10.4, respectively, to this Form 8-K and incorporated herein by reference.

2011 Annual Incentive Plan

On Aug. 26, 2010, Monsanto Company’s People and Compensation Committee (the “Committee”) approved the Monsanto Company Fiscal Year 2011 Annual Incentive Plan (the “2011 Plan”). The 2011 Plan covers the performance period Sept. 1, 2010 through Aug. 31, 2011. Eligibility includes regular employees who do not participate in a local sales or business-specific annual incentive plan. The 2011 Plan 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.

Funding of the 2011 Plan is determined by the Company’s attainment of certain financial goals related to sales (10% weighting), diluted earnings per share (50% weighting) and cash flow (40% weighting) and the determination by the Committee that such attainment satisfies certain subjective performance criteria as determined by the Committee. Various performance levels are approved by the Committee with a payout level (as a percentage of target award pool) associated with each level of performance as follows: (i) threshold, 35%, (ii) target, 100%, and (iii) outstanding, 200%.

The award pool will be funded at no less than 20% of target level funding in the event the Company pays dividends with respect to each of its financial quarters ending during the performance period. In the event the Company pays dividends with respect to each quarter, but does not attain the threshold level of performance with respect to the diluted earnings per share goal, the incentive pool may not fund at greater than 20% of the target level of funding. One or more of the financial goals may be funded at above the outstanding level, provided the overall incentive pool would be capped at 200% of target level unless the Committee determines in its discretion to fund above 200%. Regardless of the attainment of any one or more of the 2011 Plan’s financial goals, the Committee, in its sole discretion, shall determine whether the award pool should be funded and the amount of such funding, if any.

The 2011 Plan also contains provisions and exceptions relating to new hires, changes in base compensation, changes in employment status, including termination of employment, and other specific situations.

This summary description of the 2011 Plan does not purport to be complete and is qualified in its entirety by reference to the 2011 Plan, a copy of which is filed as Exhibit 10.5 hereto and incorporated by reference herein.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following documents are filed as an exhibit to this report:

10.1		Fifth Amendment, effective Sept. 1, 2010, to the Monsanto Company Long-Term Incentive Plan, as amended and restated. †
10.2		Fourth Amendment, effective Sept. 1, 2010, to the Monsanto Company 2005 Long-Term Term Incentive Plan. †
10.3		Form of Terms and Conditions of Option Grant Under the Monsanto Company Long-Term Incentive Plan and the Monsanto Company 2005 Long-Term Incentive Plan, as approved on Aug. 26, 2010. †
10.4		Form of Terms and Conditions of Fiscal Year 2011 Restricted Stock Unit Grant Under the Monsanto Company 2005 Long-Term Incentive Plan, as approved on Aug. 26, 2010. †
10.5		Fiscal Year 2011 Annual Incentive Plan Summary, as approved by the People and Compensation Committee of the Board of Directors on Aug. 26, 2010. †
10.6		Monsanto Company Long-Term Incentive Plan, as amended and restated, effective April 24, 2003 (formerly known as Monsanto 2000 Management Incentive Plan) (incorporated by reference to Appendix C to Notice of Annual Meeting and Proxy Statement dated March 13, 2003, File No. 1-16167).†
10.7		First Amendment, effective Jan. 29, 2004, to the Monsanto Company Long-Term Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.16.1 of the Form 10-Q for the period ended Feb. 29, 2004, File No. 1-16167). †
10.8		Second Amendment, effective Oct. 23, 2006, to the Monsanto Company Long-Term Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.18.2 of the Form 10-K for the period ended Aug. 31, 2006, File No. 1-16167). †
10.9		Third Amendment, effective June 14, 2007, to the Monsanto Company Long-Term Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.19.3 of Form 10-K for the period ended Aug. 31, 2007, File No. 1-16167).†
10.10		Fourth Amendment, effective Sept. 1, 2007, to the Monsanto Company Long-Term Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.19.4 of Form 10-K for the period ended Aug. 31, 2007, File No. 1-16167).†
10.11		Monsanto Company 2005 Long-Term Incentive Plan, effective Jan. 20, 2005 (incorporated by reference to Exhibit 10.1 of Form 8-K, filed Jan. 26, 2005, File No. 1-16167). †
10.12		First Amendment, effective Oct. 23, 2006, to the Monsanto Company 2005 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.18.2 of the Form 10-K for the period ended Aug. 31, 2006, File No. 1-16167). †
10.13		Second Amendment, effective June 14, 2007, to the Monsanto Company 2005 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.20.2 of Form 10-K for the period ended Aug. 31, 2007, File No. 1-16167). †
10.14		Third Amendment, effective Sept. 1, 2007, to the Monsanto Company 2005 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.20.3 of Form 10-K for the period ended Aug. 31, 2007, File No. 1-16167). †

† Represents management contract or compensatory plan or arrangement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 1, 2010

	MONSANTO COMPANY


	By: /s/ Jennifer L. Woods
	Name: Jennifer L. Woods
	Title: Assistant Secretary

EXHIBIT INDEX

Exhibit No.		Description of Exhibit
10.1		Fifth Amendment, effective Sept. 1, 2010, to the Monsanto Company Long-Term Incentive Plan, as amended and restated. †
10.2		Fourth Amendment, effective Sept. 1, 2010, to the Monsanto Company 2005 Long-Term Term Incentive Plan. †
10.3		Form of Terms and Conditions of Option Grant Under the Monsanto Company Long-Term Incentive Plan and the Monsanto Company 2005 Long-Term Incentive Plan, as approved on Aug. 26, 2010. †
10.4		Form of Terms and Conditions of Fiscal Year 2011 Restricted Stock Unit Grant Under the Monsanto Company 2005 Long-Term Incentive Plan, as approved on Aug. 26, 2010. †
10.5		Fiscal Year 2011 Annual Incentive Plan Summary, as approved by the People and Compensation Committee of the Board of Directors on Aug. 26, 2010. †
10.6		Monsanto Company Long-Term Incentive Plan, as amended and restated, effective April 24, 2003 (formerly known as Monsanto 2000 Management Incentive Plan) (incorporated by reference to Appendix C to Notice of Annual Meeting and Proxy Statement dated March 13, 2003, File No. 1-16167).†
10.7		First Amendment, effective Jan. 29, 2004, to the Monsanto Company Long-Term Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.16.1 of the Form 10-Q for the period ended Feb. 29, 2004, File No. 1-16167). †
10.8		Second Amendment, effective Oct. 23, 2006, to the Monsanto Company Long-Term Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.18.2 of the Form 10-K for the period ended Aug. 31, 2006, File No. 1-16167). †
10.9		Third Amendment, effective June 14, 2007, to the Monsanto Company Long-Term Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.19.3 of Form 10-K for the period ended Aug. 31, 2007, File No. 1-16167).†
10.10		Fourth Amendment, effective Sept. 1, 2007, to the Monsanto Company Long-Term Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.19.4 of Form 10-K for the period ended Aug. 31, 2007, File No. 1-16167).†
10.11		Monsanto Company 2005 Long-Term Incentive Plan, effective Jan. 20, 2005 (incorporated by reference to Exhibit 10.1 of Form 8-K, filed Jan. 26, 2005, File No. 1-16167). †
10.12		First Amendment, effective Oct. 23, 2006, to the Monsanto Company 2005 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.18.2 of the Form 10-K for the period ended Aug. 31, 2006, File No. 1-16167). †
10.13		Second Amendment, effective June 14, 2007, to the Monsanto Company 2005 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.20.2 of Form 10-K for the period ended Aug. 31, 2007, File No. 1-16167). †
10.14		Third Amendment, effective Sept. 1, 2007, to the Monsanto Company 2005 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.20.3 of Form 10-K for the period ended Aug. 31, 2007, File No. 1-16167). †

† Represents management contract or compensatory plan or arrangement.

FIFTH AMENDMENT TO THE

MONSANTO COMPANY LONG-TERM INCENTIVE PLAN, AS AMENDED AND RESTATED EFFECTIVE APRIL 24, 2003

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The Monsanto Company Long-Term Incentive Plan, as amended and restated effective April 24, 2003 (the “Plan”), is hereby further amended as set forth below, effective as of September 1, 2010:

1.	Section 2.9 of the Plan is hereby amended to read in its entirety as follows:

“2.9 “Change of Control” means the happening of any of the events described in subsections (a) through (d) below:

(a) the acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30 percent or more of either (1) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control: (A) any acquisition directly from the Company; (B) any acquisition by the Company or a Subsidiary of the Company; (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or a Subsidiary of the Company; (D) any passive acquisition as a result of a Company repurchase of outstanding securities (it being understood that a subsequent active acquisition by the applicable Person shall constitue a Change of Control, if immediately thereafter such Person holds the requisite percentage of Outstanding Company Common Stock or Outstanding Company Voting Securities); or (E) any acquisition pursuant to a transaction that complies with clauses (1), (2) and (3) of subsection (c) of this definition;

(b) individuals who, as of the date of the initial public offering of the common stock of the Company, constitute the Board (the “Incumbent Board”), cease for any reason to constitute at least a majority of the Board; provided, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareowners, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

(c) consummation of a reorganization, merger, statutory share exchange, consolidation or similar transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets or stock of another entity (a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50 percent of, respectively, the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including without limitation an entity that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding the Company, a Subsidiary of the Company, any entity resulting from a Business Combination or any employee benefit plan (or related trust) thereof) beneficially owns, directly or indirectly, 30 percent or more of the then-outstanding shares of common stock of the entity resulting from such Business Combination or 30 percent or more of the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors of such entity, except to the extent that such ownership existed prior to the Business Combination and (3) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body), of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination;

(d) approval by the shareowners of the Company of a complete liquidation or dissolution of the Company.

2. This Fifth Amendment shall be effective with respect to all Awards that are outstanding on the date hereof and all Awards that are granted after the date hereof.

3. The Plan is otherwise ratified and confirmed without amendment.

EXHIBIT 10.2

FOURTH AMENDMENT TO THE

MONSANTO COMPANY 2005 LONG-TERM INCENTIVE PLAN

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The Monsanto Company 2005 Long-Term Incentive Plan (the “Plan”), is hereby further amended as set forth below, effective as of September 1, 2010:

1.	Section 2.9 of the Plan is hereby amended to read in its entirety as follows:

“ 2.9 “Change of Control” means the happening of any of the events described in subsections (a) through (d) below:

(a) the acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30 percent or more of either (1) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control: (A) any acquisition directly from the Company; (B) any acquisition by the Company or a Subsidiary of the Company; (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or a Subsidiary of the Company; (D) any passive acquisition as a result of a Company repurchase of outstanding securities (it being understood that a subsequent active acquisition by the applicable Person shall constitute a Change of Control, if immediately thereafter such Person holds the requisite percentage of Outstanding Company Common Stock or Outstanding Company Voting Securities); or (E ) any acquisition pursuant to a transaction that complies with clauses (1), (2) and (3) of subsection (c) of this definition;

(b) individuals who, as of the date of the initial public offering of the common stock of the Company, constitute the Board (the “Incumbent Board”), cease for any reason to constitute at least a majority of the Board; provided, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareowners , was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

(d) approval by the shareowners of the Company of a complete liquidation or dissolution of the Company.

2. This Fourth Amendment shall be effective with respect to all Awards that are outstanding on the date hereof and all Awards that are granted after the date hereof.

3. The Plan is otherwise ratified and confirmed without amendment.

EXHIBIT 10.3

[Form of]

Monsanto Company [2005] Long-Term Incentive Plan

Fiscal Year [20__] Management

Terms and Conditions

of this Nonqualified Option Grant

You have received a grant of Non-Qualified Options (collectively, the “Option”) under the Monsanto Company [2005] Long-Term Incentive Plan (the “Plan”). The Grant Date, the number of Shares covered by the Option, and the Exercise Price are set forth in the document you have received entitled “Stock Option Statement.” The Stock Option Statement and these terms and conditions collectively constitute the Award Certificate for the Option, and describe the provisions applicable to the Option. This Option is not intended to qualify as an “incentive stock option” as defined in Section 422 of the Code.

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 Stock Option Statement. The “Company” means Monsanto Company, a Delaware corporation incorporated February 9, 2000.

2. Exercisability . (a) The Option shall vest in accordance with the following schedule.

Vesting Date Shares to Vest

[ ], [20__] 1/3 of the Option

November 15, [20__] 1/3 of the Option

November 15, [20__] Remaining unvested

portion of the Option

(b) The provisions of this Section 2(b) shall govern vesting of the Option upon a Change of Control, notwithstanding the provisions of Section 11.17 of the Plan.

(i) Upon a Change of Control, the Option, if outstanding, shall vest in full, except to the extent that another award meeting the requirements of Section 2(b)(ii) is provided to you to replace the Option (any award meeting the requirements of Section 2(b)(ii), a “Replacement Award”).

(ii) An award shall meet the conditions of this Section 2(b)(ii) (and hence qualify as a Replacement Award) if: (1) it is a stock option or stock appreciation right in respect of publicly traded equity securities of the Company or the surviving corporation following the Change of Control, (2) it has a value at least

equal to the value of this Option as of the date of the Change of Control (other than in respect of customary fractional rounding of share amounts and exercise price), (3) it contains terms relating to vesting and exercisability (including with respect to Termination of Service) that are substantially identical to those of this Option, and (4) its other terms and conditions are not less favorable to you than the terms and conditions of this Option as of the date of the Change of Control. Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of this Option if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 2(b)(ii) are satisfied shall be made by the Committee, as constituted immediately before the Change of Control, in its sole discretion.

(c) Except as otherwise provided in the Plan, the Option may be exercised at any time after it vests and before its term expires or it is sooner forfeited as provided in Sections 3 and 4 below.

3. Term . The term of the Option shall expire on the tenth anniversary of the Grant Date.

4. Retirement, Disability, Death or Other Termination of Service; Transfer . If you experience a Termination of Service for any reason before the first anniversary of the Grant Date (unless such Termination of Service follows a Change of Control), the Option shall be forfeited . If you experience a Termination of Service after the first anniversary of the Grant Date (or, if earlier, after a Change of Control), including, without limitation, by reason of a Retirement Event, death, Disability, or involuntary termination other than for Cause, the Option shall vest and remain exercisable (or be forfeited) to the extent, and only to the extent, provided in this Section 4, notwithstanding any differing treatment set forth in Section 6.5 of the Plan.

(a) Retirement Event . If you experience a Termination of Service as a result of a Retirement Event after the first anniversary of the Grant Date (or, if earlier, after a Change of Control), the Option shall become fully vested and shall remain exercisable until the earlier of the fifth anniversary of the date of your Termination of Service or the tenth anniversary of the Grant Date, and then shall be forfeited to the extent not exercised. For purposes of this Award Certificate, “Retirement Event” means: (i) a Termination of Service (other than by the Company for Cause) on or after your 55 th birthday and your completion of five years of service with the Company and any of its Subsidiaries and Affiliates; or (ii) a Termination without Cause on or after your 50 th birthday due to a job-elimination or divestiture of the Affiliate or Subsidiary by which you were employed.

(b) Death or Disability . If you experience a Termination of Service as a result of death or Disability after the first anniversary of the Grant Date (or, if earlier, after a Change of Control), the Option shall become fully vested and shall

remain exercisable until the earlier of the first anniversary (or, if such termination of Service occurs on or after your 55 th birthday and your completion of five years of service with the Company and any of its Subsidiaries and Affiliates, the fifth anniversary) of the date of your Termination of Service or the tenth anniversary of the Grant Date, and then shall be forfeited to the extent not exercised.

(c) Termination for Cause . If you experience a Termination for Cause, the Option, whether vested or not, shall immediately be forfeited.

(d) Voluntary Termination; Certain Terminations Without Cause . If you experience a voluntary Termination of Service (other than as a result of a Retirement Event or a voluntary termination governed by Section 4(e)) or a Termination Without Cause that is neither a Retirement Event nor governed by Section 4(e), then, to the extent the Option is vested on the date of your Termination of Service, it shall remain exercisable until the earlier of the 90th day after the date of your Termination of Service or the tenth anniversary of the Grant Date, and then shall be forfeited to the extent not exercised, and any portion of the Option that is not vested on the date of your Termination of Service shall be forfeited upon your Termination of Service.

(e) Job Elimination; Termination Without Cause Following a Change of Control . If you experience (x) a Termination without Cause (other than a Retirement Event) due to a job-elimination or divestiture of the business, Affiliate or Subsidiary by which you were employed, after the first anniversary of the Grant Date, or (y) at any time following a Change of Control, either (1) a termination without Cause or (2) a termination under circumstances entitling you to severance benefits under a constructive termination provision (including, without limitation, a “good reason” provision or a constructive “involuntary termination” provision) of an agreement, plan or program covering you, the Option shall become fully vested and shall remain exercisable until the earlier of the first anniversary of the date of your Termination of Service or the tenth anniversary of the Grant Date, and then shall be forfeited to the extent not exercised.

5. Exercise Procedures . (a) You may exercise the Option at any time after the Option has vested and become exercisable by giving notice to the Company specifying the number of Shares for which the Option is being exercised. The notice shall be provided to the Company’s Designated Administrator, in a manner set forth by the Company or the Designated Administrator for this purpose. The “Designated Administrator” is the person or entity most recently specified by the Company as such for purposes of the Plan.

(b) The purchase price for the Shares for which the Option is being exercised shall be paid in full at the time of exercise and any other information required by the Committee shall be provided at that time. The purchase price shall be paid (i) in cash or by check, (ii) by tendering to the Designated Administrator

whole Shares (but not fewer than 100 Shares), valued at their Fair Market Value on the date of exercise, or (iii) by any other method designated by the Committee. The Committee may require payment in a particular or different method in order to comply with applicable law.

6. Withholding . In order for Shares to be delivered when you exercise the Option, you must make arrangements satisfactory to the Company for the payment of any taxes required to be paid or withheld in connection with the exercise of the Option. No more than the minimum required withholding will be permitted in the form of Shares. 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 Shares, or (iii) retention by the Company, sale to a third party or cancellation by the Company of Shares otherwise deliverable upon the Option exercise.

7. Nontransferability . The Option is not transferable by you other than upon death by will, the laws of descent and distribution, or written designation of a beneficiary. The Option is exercisable, during your lifetime, only by you (or by your guardian or legal representative). Any person who holds the Option is subject to the terms and conditions of this Award Certificate. No transfer of the Option shall be effective to bind the Company unless the Company has been furnished with written notice of the transfer and appropriate evidence to establish the validity of the transfer and the acceptance by the transferee of the terms and conditions of this Award Certificate.

8. 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.

9. Effect of Award Certificate; Severability . This Award Certificate shall be binding upon and shall inure to the benefit of any successor of the Company and the person or entity to whom the Option may have been transferred by will, the laws of descent and distribution or beneficiary designation. 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.

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

11. Discretionary Nature of the Plan. You acknowledge and agree that the Plan is discretionary in nature and may be amended, cancelled, or terminated by the Company, in its sole discretion, at any time. The grant of the Option under the Plan is a one-time benefit and does not create any contractual or other right to receive a grant of stock options or benefits in lieu of stock options in the future.

Future grants of stock options, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of any grant, the number of stock options, vesting provisions, and the exercise price.

12. 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 this Option. If there is a conflict between the provisions of this Award Certificate and the Plan, the provisions of the Plan (including, without limitation, those setting forth the consequences of a Change of Control) 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 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 Option 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.

Monsanto Company 2005 Long-Term Incentive Plan

Terms and Conditions

of this Fiscal Year 2011

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 . Subject to Section 5, 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, 2012). 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, 2010 through August 31, 2012. “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, 2010.

(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 2011 and 2012 as compared to the Goals set forth on Exhibit A hereto. Not later than November 15, 2012, 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 target level, a number of Units shall become eligible for vesting, equal to (i) one-third of the Initial Number of Units times (ii) the percentage determined by straight-line interpolating between 50% and 100%, based on the relationship between actual performance, threshold-level performance, and target-level performance for the applicable Goal.

Target-Level Performance : For each Goal as to which target-level performance is achieved, one-third of the Initial Number of Units shall be eligible for vesting.

Above Target-Level Performance : For each Goal as to which greater than target-level performance is achieved, a number of Units shall become eligible for vesting, equal to (i) one-third of the Initial Number of Units times (ii) the percentage determined by straight-line interpolating between 100% and 200%,

based on the relationship between actual performance, target-level performance, and outstanding-level performance for the applicable Goal (for this purpose, performance above the outstanding level for the applicable Goal shall be deemed to be performance at such outstanding level).

(c) Number of Units; Effect of Forfeiture . From the Grant Date through November 14, 2012, the number of Units subject to this Award shall be the Initial Number of Units. Subject to Section 5, if the 162(m) Performance Goal is not met, or if none of the Goals is met at the threshold level or above, all Units under this Award will be forfeited as of November 15, 2012. Otherwise, subject to Section 5, the number of Units subject to this Award from November 15, 2012 through August 31, 2013 shall be the number of Units that are eligible for vesting after application of the foregoing and those Units will vest effective as of August 31, 2013, except as otherwise provided in paragraph 3(d) below.

(d) Effect of Termination of Service . If you incur a Termination of Service before August 31, 2012 as a result of a Job Elimination (other than a Job Elimination subsequent to a Change of Control, which shall be governed by Section 5(d)), a Retirement Event, or your Disability or death (each, a “Proration Event”), then effective as of November 15, 2012, a number of Units shall vest, equal to (i) the number of Units (if any) that become eligible for vesting, based upon the application of paragraphs (b) and (c) above, times (ii) a fraction (the “Proration Fraction”), the numerator of which is the number of days from September 1, 2010 through your date of termination, and the denominator of which is 730 (subject to the special rule of Section 5(c)(iv) that applies in the event that a Change of Control occurs between such Termination of Service and August 31, 2012). If your employment terminates after August 31, 2012 and before August 31, 2013 as a result of a Job Elimination (other than a Job Elimination subsequent to a Change of Control, which shall be governed by Section 5(d)), a Retirement Event, or your Disability or death, effective as of November 15, 2012 (or, if later, the date of such Termination of Service), then (x) if such Termination of Service precedes a Change of Control, a number of Units subject to this Award shall vest, equal to the number of Units (if any) that become eligible for vesting, based upon the application of paragraphs (b) and (c) above or (y) if such Termination of Service follows a Change of Control, the applicable Replacement Award shall vest in full. Except as provided in Section 5(d), if your employment terminates before August 31, 2013 for any other reason, all Units subject to this Award shall be forfeited as of the date of your termination. For purposes of this Agreement, “Retirement Event” means a Termination of Service (other than by the Company for Cause) on or after the later of your 55 th birthday and the date on which you complete five years of service with the Company and any of its Subsidiaries or Affiliates, and “Job Elimination” means a Termination without Cause due to a job-elimination or divestiture of the Affiliate or Subsidiary by which you were employed.

4. Delivery of Shares . The Company shall deliver to you a number of Shares equal to the number of Units (if any) that vest pursuant to this Award (except that in the event of settlement following conversion of this Award into a cash account pursuant to Section 5(a), delivery shall be in cash), subject to withholding as provided in paragraph 6 below. Such delivery shall take place as soon as practicable, but in no event more than 90 days, after August 31, 2013. Notwithstanding the foregoing, with respect to a Termination of Service that is a “separation from service” within the meaning of Section 409A of the Code and that occurs during the two-year period following a Change of Control that qualifies as an event described in Section 409A(a)(2)(A)(v) of the Code and the regulations thereunder, such delivery shall take place as soon as practicable following the date of the applicable Termination of Service. Nothing in this Agreement, including Section 5, shall preclude the Company from settling upon a Change of Control an Award that is not replaced by a Replacement Award (as defined below), to the extent effectuated in accordance with Treas. Regs. § 1.409A-3(j)(ix).

5. Change of Control . The provisions of this Section 5 shall govern vesting of this Award upon a Change of Control, notwithstanding the provisions of Section 11.17 of the Plan.

(a) Upon the occurrence of a Change of Control, notwithstanding any other provision of this Award Certificate, the number of Units subject to this Award shall vest in full, except to the extent that another award meeting the requirements of Section 5(b) is provided to you to replace this Award (any award meeting the requirements of Section 5(b), a “Replacement Award”). In the event that no Replacement Award is so provided to you, this Award shall be converted into a cash account (based on the number of Units as of the date of the Change of Control (determined in accordance with Section 5(c)) and the value per Share as of the Change of Control), which shall accrue interest at the applicable federal short-term rate provided for in Section 1274(d)(1)(A) of the Code, and be settled in accordance with Section 4 above. For clarity, such account shall be fully vested as of the Change of Control, in no event shall the amount of such account be increased or decreased as a result of the circumstances of a subsequent Termination of Service, and the provisions of Section 2 relating to Dividend Equivalent Payments shall cease to apply following conversion of this Award into a cash account.

(b) An award shall meet the conditions of this Section 5(b) (and hence qualify as a Replacement Award) if: (i) it is a restricted stock unit in respect of publicly traded equity securities of the Company or the surviving corporation following the Change of Control, (ii) it has a value at least equal to the value of the Units subject to this Award as of the date of the Change of Control (determined in accordance with Section 5(c)) and provides for vesting based solely on continued service (with no performance conditions), (iii) it contains

terms relating to vesting (including with respect to Termination of Service) that are substantially identical to those of this Award, and (iv) its other terms and conditions are not less favorable to you than the terms and conditions of this Award as of the date of the Change of Control. Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of this Award if the requirements of the preceding sentence are satisfied. If a Replacement Award is granted, the Units shall not vest upon the Change of Control. The determination of whether the conditions of this Section 5(b) are satisfied shall be made by the Committee, as constituted immediately before the Change of Control, in its sole discretion.

(c) For purposes of this Section 5, the number of Units subject to this Award as of a Change of Control shall be determined in accordance with the following rules:

(i) If the date of the Change of Control is after August 31, 2010 and prior to September 1, 2011, the number of Units subject to the this Award as of such Change of Control shall be the Initial Number of Units.

(ii) If the date of the Change of Control is after August 31, 2011 and prior to September 1, 2012, the number of Units subject to the this Award as of such Change of Control shall be the sum of (x) 50% of the Initial Number of Units plus (y) 50% of the number of Units that would have become eligible for vesting under Section 3(b) above, if Goal achievement were measured solely based upon the degree of achievement of the fiscal year 2011 goals (assuming for this purpose that the Section 162(m) Performance Goal was achieved), the determination of such achievement to be made by the Committee no later than the date of the Change of Control, it being understood that to the extent that all necessary performance results are not available as of such date, the Committee shall make a good faith estimate.

(iii) If the date of the Change of Control is after August 31, 2012 and prior to September 1, 2013, the number of Units subject to the this Award as of such Change of Control shall be determined pursuant to paragraph 3(c), except that if the date of the Change of Control is after August 31, 2012 and before November 15, 2012, the adjustments to the number of Units pursuant to paragraphs 3(a) and (b) shall apply effective as of the date of such Change of Control (and the Committee shall make the determinations necessary for application of such adjustments no later than the date of the Change of Control, it being understood that to the extent that all necessary performance results are not available as of such date, the Committee shall make a good faith estimate).

(iv) Notwithstanding the foregoing provisions of this Section 5(c), if you have incurred a Termination of Service that is a Proration Event before the date of a Change of Control, the number of Units subject to this Award as of such

Change of Control shall be determined by multiplying the number of Units determined in accordance with the rules set forth in the preceding paragraphs of this Section 5(c) by the Proration Fraction.

(d) If you experience (x) a Termination without Cause or (y) a termination under circumstances entitling you to severance benefits under a constructive termination provision (including, without limitation, a “good reason” provision or a constructive “involuntary termination” provision) of an agreement, plan or program covering you, in either case, at any time following a Change of Control, the applicable Replacement Award shall vest in full.

6. Withholding . Notwithstanding any other provision of this Award Certificate, your right to receive the Dividend Equivalent Payment and to receive Shares in settlement of any Units is subject to withholding of all taxes that are required to be paid or withheld in connection with such Dividend Equivalent Payment or the delivery of such Shares. With respect to the delivery of Shares, you must make arrangements satisfactory to the Company for the payment of any such taxes.

7. Recoupment Policy . Notwithstanding any other provision of this Award Certificate, this Award shall be subject to the terms of the Company’s Recoupment Policy, which is hereby incorporated herein by reference.

9. 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.

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

11. 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. 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 and governing law, 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 Units in the event of a corporate transaction, and (d) make all other determinations necessary or advisable for the administration of the Plan.

Fiscal 2011 Annual Incentive Plan Summary

(September 1, 2010 through August 31, 2011 Performance Period)

·	The Fiscal 2011 Annual Incentive Plan (“Plan”) provides eligible employees the opportunity to earn cash awards for Company and individual performance during the Performance Period

·	The Plan’s Performance Period is the Company’s 2011 fiscal year: September 1, 2010 through August 31, 2011

All regular employees of Monsanto Company (including each of its business units and divisions) who do not participate in a sales, or a business-specific annual incentive plan are eligible to participate; provided, however, that 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 shall not be eligible to participate in the plan

The People and Compensation Committee of the Board of Directors (the “Committee”) establishes Company Financial Goals for the Performance Period with respect to the following metrics: Sales, Diluted Earnings Per Share and Cash Flow. Each employee participating in the Plan (a “Participant”) also has individual performance goals relating to business and/or people initiatives

·	A “Target Annual Incentive Opportunity,” expressed as a percentage of base pay, is established for each Participant with respect to the Performance Period

·	The “Target Award Pool” is the sum of base salaries of all Participants at the end of the Performance Period multiplied by their respective Target Annual Incentive Opportunities

After the end of the Performance Period, the Committee determines the actual amount of money available for awards (the “Award Pool”) based on its assessment of overall Company performance during the Performance Period measured against the pre-established Financial Goals and other subjective performance factors

·	Regardless of the attainment of any one or more of the Plan’s Financial Goals, the Committee, in its sole discretion, determines whether the Award Pool should be funded and the amount of the funding, if any

·	The Award Pool is allocated to Participants based on:

Ø	The Participant’s Target Annual Incentive Opportunity for the Performance Period

Ø	The performance of the Participant’s business or function measured against business or function goals, and

Ø	The Participant’s individual performance during the Performance Period, measured against individual goals

·	Any amount earned by a Participant under the terms of the Plan (an “Award”) will be paid in November 2011

Establishment of Financial Goals :

·	The Committee determines Threshold, Target and Outstanding levels of Company performance (“Performance Level”) for the Performance Period with respect to:

Ø Sales	10% weighting
Ø Diluted Earnings Per Share	50% weighting
Ø Cash Flow	40% weighting

·	Sales, Diluted Earnings Per Share and Cash Flow are determined in accordance with the “Definition of Performance Metrics” established by the Committee

Process for Funding Award Pool and Payout of Awards:

·	A Target Award Pool is calculated, equal to the sum of base salaries of all Plan Participants on the last day of the Performance Period, multiplied by their respective Target Annual Incentive Opportunity

·	After the end of the Performance Period, the Committee determines the actual funding of the Award Pool based upon the Company’s Performance Level during the Performance Period, measured against the Financial Goals and other subjective performance factors as follows:

Performance Level	Potential Award Pool Funding (As a Percent of Target Award Pool)
Threshold	35%
Target	100%
Outstanding	200%

·	The Committee may consider subjective factors in determining whether or not any Financial Goal has been attained and the amount of Award Pool funding with respect to each Financial Goal, if any

·	The amount of money available for funding the Award Pool is determined by multiplying the value of the Target Award Pool by the percentage associated with the Company’s Performance Level, as determined by the Committee

·	Special considerations regarding attainment of Financial Goals and funding of Award Pool

Ø	The Award Pool will be funded at no less than 20% of Target level funding in the event Monsanto pays dividends with respect to each of its financial quarters ending during the Performance Period

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 definition of the Financial Goal for Diluted Earnings Per Share performance metric and other subjective performance factors), the Award Pool may not fund at greater than 20% of Target level funding

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 Financial Goal warrants such funding; provided, however, the overall Award Pool would be capped at 200% of Target-level funding unless the Committee determines in its discretion to fund above 200%

·	Individual Awards are determined based on business or function and individual performance

Ø	People managers: 50% of Award based on development of people, team and personal development (including diversity); 50% based on business results

Ø	Non-managers: 75% of Award based on business results; 25% on personal development

·	A Participant’s Award may be greater than 200% of his or her Target Annual Incentive Opportunity

·	The payment and amount of any Award are subject to the sole discretion of the Committee or its delegate

Events Affecting Payout of Individual Awards:

·	If a Participant commences employment with the Company during the Performance Period, he/she is eligible for an Award reflecting actual months of participation to the nearest whole month

·	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

·	If a Participant’s base pay changes during the Performance Period, any Award is based on base pay on the last day of the Performance Period

·	If a Participant transfers within the Company, his/her Award will come from the unit or division in which he/she is working on the last day of the Performance Period, but performance for the entire Performance Period will be considered

·	A Participant who:

voluntarily resigns other than on account of “Retirement” may be considered for an Award only if the resignation occurs after the end of the Performance Period. “Retirement” is defined as a voluntary termination of employment on or after attaining age 55 and five years of employment with the Company and its affiliates

Ø	involuntarily separates without cause or for poor performance, is eligible for an Award reflecting participation to the nearest whole month, provided that he/she worked at least three months during the Performance Period

Ø	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

incurs a “termination of employment for cause,” forfeits all rights to any Award. A “termination of employment for cause” is defined as a Participant’s involuntary termination of employment on account of the Participant engaging in (i) any willful or intentional neglect in performing his/her 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

·	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

·	Any Award would be paid on or before November 15, 2011 in the U.S. (other payment dates may apply outside the U.S.)