{"id":38621,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/change-of-control-agreement-monsanto-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"change-of-control-agreement-monsanto-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/change-of-control-agreement-monsanto-co.html","title":{"rendered":"Change of Control Agreement – Monsanto Co."},"content":{"rendered":"

CHANGE-OF-CONTROL<\/strong><\/p>\n

\n

EMPLOYMENT SECURITY AGREEMENT<\/strong><\/p>\n

\n<\/p>\n

\n

AGREEMENT, by and between Monsanto Company, a Delaware corporation (the
\n“Company”), and _________________ (the “Executive”), effective as of the ___ day
\nof __________, 20__ (this “Agreement”).<\/p>\n<\/p>\n

The Board of Directors of the Company (the “Board”), has determined that it
\nis in the best interests of the Company and its shareowners to assure that the
\nCompany will have the continued dedication of the Executive, notwithstanding the
\npossibility, threat or occurrence of a Change of Control. The Board believes it
\nis imperative to diminish the inevitable distraction of the Executive by virtue
\nof the personal uncertainties and risks created by a pending or threatened
\nChange of Control and to encourage the Executive153s full attention and dedication
\nto the Company currently and in the event of any threatened or pending Change of
\nControl, and to provide the Executive with compensation and benefits
\narrangements upon a Change of Control that ensure that the compensation and
\nbenefits expectations of the Executive will be satisfied and that are
\ncompetitive with those of other corporations. Therefore, in order to accomplish
\nthese objectives, the Board has caused the Company to enter into this Agreement.\n<\/p>\n<\/p>\n

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:<\/p>\n<\/p>\n

1. Effect of Agreement<\/u>. (a) Unless and until there occurs, during the
\nTerm of this Agreement, either a Change of Control or a termination of the
\nExecutive153s employment in anticipation of a Change of Control as contemplated by
\nSection 3(d), (1) Sections 2, 3 and 4 of this Agreement shall have no effect and
\nshall not give rise to any rights of the Executive, (2) the Executive153s
\nemployment shall be “at will,” except as may be otherwise provided in any
\nEmployment Agreement, and (3) upon any termination of the Executive153s
\nemployment, the Executive shall have no further rights under this Agreement.<\/p>\n<\/p>\n

(b) From and after the first date during the Term of this Agreement on which
\na Change of Control occurs, this Agreement shall supersede any Employment
\nAgreements, but shall have no effect on any Other Agreement or Other Plan,
\nexcept as specifically provided in Section 5; provided, <\/em>that any
\nconfidentiality, non-solicitation, and non-competition provisions in any
\nemployment agreement shall continue in full force and effect.<\/p>\n<\/p>\n

2. Terms of Employment<\/u>. This Section 2 sets forth the terms and
\nconditions on which the Company agrees to employ the Executive during the period
\n(the “Protected Period”) beginning on the first day during the Term of this
\nAgreement on which a Change of Control occurs and ending on the second
\nanniversary of that date, or such earlier date as the Executive153s employment
\nterminates as contemplated by Section 3.<\/p>\n<\/p>\n

1<\/p>\n

\n

(a) Position and Duties<\/u>. (1) During the Protected Period, (A) the
\nExecutive153s position (including offices, titles and reporting requirements),
\nauthority, duties and responsibilities shall be at least commensurate in all
\nmaterial respects with the most significant of those held, exercised and
\nassigned to the Executive at any time during the 120-day period immediately
\npreceding the date of the Change of Control, (B) the Executive153s services shall
\nbe performed at the office where the Executive was employed immediately
\npreceding the date of the Change of Control or any office or location less than
\n35 miles from such office, unless the Executive is on international assignment
\non the date of the Change of Control and is relocated as a result of the
\nExecutive153s being repatriated pursuant to the terms of the Executive153s
\ninternational assignment agreement as in effect before the date of the Change of
\nControl, and (C) the Executive shall not be required to travel on Company
\nbusiness to a substantially greater extent than required immediately before the
\nChange of Control.<\/p>\n<\/p>\n

(2) During the Protected Period, the Executive agrees to devote reasonable
\nattention and time during normal business hours (except when on authorized
\nvacation, holidays or sick leave) to the business and affairs of the Company,
\nand, to the extent necessary to discharge the responsibilities assigned to the
\nExecutive hereunder, to use the Executive153s reasonable best efforts to perform
\nfaithfully and efficiently such responsibilities; provided, <\/em>that the
\nExecutive may (A) serve on corporate, civic or charitable boards and committees,
\n(B) deliver lectures, fulfill speaking engagements and teach at educational
\ninstitutions, and (C) manage personal investments, so long as such activities do
\nnot significantly interfere with the performance of the Executive153s
\nresponsibilities as an employee of the Company in accordance with this
\nAgreement; and provided, further<\/em>, that to the extent that any such
\nactivities have been conducted by the Executive before the date of the Change of
\nControl, the continued conduct of such activities or other activities similar in
\nnature and scope thereto after the date of the Change of Control shall not be
\ndeemed to interfere with the performance of the Executive153s responsibilities to
\nthe Company.<\/p>\n<\/p>\n

(b) Compensation<\/u>. (1) Base Salary<\/u>. During the Protected Period,
\nthe Executive shall receive a base salary (the “Base Salary”), the annual amount
\nof which (the “Annual Base Salary Amount”) shall be at least equal to 12 times
\nthe highest monthly base salary paid or payable, including any base salary that
\nhas been earned but deferred, to the Executive by the Company and the Affiliated
\nCompanies for the 12-month period immediately preceding the date of the Change
\nof Control. The Base Salary shall be paid at such intervals as the Company pays
\nexecutive salaries generally. During the Protected Period, the Annual Base
\nSalary Amount shall be reviewed for possible increase at least annually,
\nbeginning no more than 12 months after the last such annual review prior to the
\ndate of the Change of Control. Any increase in the Annual Base Salary Amount
\nshall not serve to limit or reduce any other obligation to the Executive under
\nthis Agreement. The Annual Base Salary Amount shall not be reduced after any
\nsuch increase and the term<\/p>\n<\/p>\n

2<\/p>\n

\n

“Annual Base Salary Amount” shall refer to Annual Base Salary Amount as so
\nincreased.<\/p>\n<\/p>\n

(2) Incentive Compensation<\/u>. In addition to the Base Salary, the
\nExecutive shall be eligible for incentive compensation. For each fiscal year
\nending during the Protected Period, the Executive shall participate in an annual
\nincentive program with a target incentive bonus opportunity and with overall
\nterms no less favorable to the Executive than the most favorable such
\nopportunity and terms applicable to the Executive for the 12-month period
\nimmediately preceding the date of the Change of Control (the bonus for which the
\nExecutive is eligible under such program, the “Annual Incentive”). Any Annual
\nIncentive shall, subject to any election by the Executive to defer all or a
\nportion of the Annual Incentive under any available deferred compensation plan,
\nbe paid no later than two and one-half months after the end of the fiscal year
\nfor which the Annual Incentive is awarded. In addition, during the Protected
\nPeriod, the Executive shall be entitled to participate in all long-term,
\nstock-based and other incentive plans, practices, policies and programs
\ngenerally applicable to peer executives of the Company and the Affiliated
\nCompanies, but in no event shall such plans, practices, policies and programs
\nprovide the Executive with incentive opportunities less favorable, in the
\naggregate, than the most favorable of those provided by the Company and the
\nAffiliated Companies to the Executive under such plans, practices, policies and
\nprograms as in effect at any time during the 120-day period immediately
\npreceding the date of the Change of Control, or, if more favorable to the
\nExecutive, those generally provided at any time after the date of the Change of
\nControl to peer executives of the Company and the Affiliated Companies.<\/p>\n<\/p>\n

(3) Savings and Retirement Plans<\/u>. During the Protected Period, the
\nExecutive shall be entitled to participate in all savings and retirement plans,
\npractices, policies and programs generally applicable to peer executives of the
\nCompany and the Affiliated Companies, but in no event shall such plans,
\npractices, policies and programs provide the Executive with savings
\nopportunities and retirement benefit opportunities, in each case, less
\nfavorable, in the aggregate, than the most favorable of those provided by the
\nCompany and the Affiliated Companies to the Executive under such plans,
\npractices, policies and programs as in effect at any time during the 120-day
\nperiod immediately preceding the date of the Change of Control, or, if more
\nfavorable to the Executive, those generally provided at any time after the date
\nof the Change of Control to peer executives of the Company and the Affiliated
\nCompanies. Without limiting the generality of the foregoing, the Company and the
\nAffiliated Companies shall continue to honor any Individual SERP.<\/p>\n<\/p>\n

(4) Welfare Benefit Plans<\/u>. During the Protected Period, the Executive
\nand\/or the Executive153s family, as the case may be, shall be eligible for
\nparticipation in and shall receive all benefits under welfare benefit plans,
\npractices, policies and programs provided by the Company and the Affiliated
\nCompanies<\/p>\n<\/p>\n

3<\/p>\n

\n

(including without limitation medical, prescription drug, dental, vision,
\ndisability, life insurance, accidental death and dismemberment, and travel
\naccident insurance plans and programs) to the extent generally applicable to
\npeer executives of the Company and the Affiliated Companies, but in no event
\nshall such plans, practices, policies and programs provide the Executive with
\nbenefits that are less favorable, in the aggregate, than the most favorable of
\nsuch plans, practices, policies and programs in effect for the Executive at any
\ntime during the 120-day period immediately preceding the date of the Change of
\nControl, or, if more favorable to the Executive, those generally provided at any
\ntime after the date of the Change of Control to peer executives of the Company
\nand the Affiliated Companies.<\/p>\n<\/p>\n

(5) Vacation<\/u>. During the Protected Period, the Executive shall be
\nentitled to paid vacation in accordance with the most favorable plans, policies,
\nprograms and practices of the Company and the Affiliated Companies as in effect
\nfor the Executive at any time during the 120-day period immediately preceding
\nthe date of the Change of Control, or, if more favorable to the Executive, as in
\neffect generally at any time after the date of the Change of Control with
\nrespect to peer executives of the Company and the Affiliated Companies.<\/p>\n<\/p>\n

3. Termination of Employment<\/u>. (a) Death or Disability<\/u>. The
\nExecutive153s employment shall terminate automatically if the Executive dies
\nduring the Protected Period. If the Company determines in good faith that the
\nDisability of the Executive has occurred during the Protected Period, it may
\ngive to the Executive written notice in accordance with Section 11(b) of its
\nintention to terminate the Executive153s employment. In such event, the
\nExecutive153s employment with the Company shall terminate effective on the 30th
\nday after receipt of such notice by the Executive, provided<\/em> that the
\nExecutive shall not have returned to full-time performance of the Executive153s
\nduties before such day.<\/p>\n<\/p>\n

(b) By the Company<\/u>. The Company may terminate the Executive153s
\nemployment during the Protected Period for Cause or without Cause. The
\ntermination of the Executive153s employment shall not be deemed to be for Cause,
\nunless and until (1) the Executive has been given the opportunity, on reasonable
\nadvance notice, to be heard before the Board, together with counsel to the
\nExecutive, and (2) there shall have been delivered to the Executive a copy of a
\nresolution thereafter duly adopted by the affirmative vote of not less than
\nthree-quarters of the entire membership of the Board (excluding the Executive,
\nif the Executive is a member of the Board), finding that, in the good faith
\nopinion of the Board, the Executive is guilty of conduct constituting Cause, and
\nspecifying the particulars thereof in detail.<\/p>\n<\/p>\n

(c) By the Executive<\/u>. The Executive may terminate employment during
\nthe Protected Period for Good Reason or without Good Reason. The termination of
\nthe Executive153s employment by the Executive shall not be deemed to be for “Good
\nReason” unless (1) the Executive gives notice to the Company of the existence of
\nthe event or condition constituting “Good Reason” within 90 days after<\/p>\n<\/p>\n

4<\/p>\n

\n

such event or condition initially occurs or exists, (2) the Company fails to
\ncure such event or condition within 30 days after receiving such notice, and (3)
\nthe Executive153s “separation from service” within the meaning of Section 409A of
\nthe Code occurs not later than the last day of the Protected Period and, in all
\nevents, not later than two years after such event or condition initially occurs
\nor exists.<\/p>\n<\/p>\n

(d) Termination in Anticipation of a Change of Control<\/u>. Anything in
\nthis Agreement to the contrary notwithstanding, if (1) a Change of Control
\noccurs, (2) the Executive153s employment with the Company is terminated by the
\nCompany before the Change of Control occurs in a manner and under circumstances
\nthat would be considered a termination by the Company without Cause if it had
\noccurred during the Protected Period, and (3) it is reasonably demonstrated by
\nthe Executive that such termination of employment was at the request of a third
\nparty that had taken steps reasonably calculated to effect the Change of Control
\nor otherwise arose in connection with or in anticipation of the Change of
\nControl, then such termination shall be treated for all purposes of this
\nAgreement as a termination by the Company without Cause during the Protected
\nPeriod.<\/p>\n<\/p>\n

(e) Notice, Date and Effect of Termination<\/u>. Any termination of the
\nExecutive153s employment by the Company pursuant to Section 3(b) or the Executive
\npursuant to Section 3(c) shall be communicated by Notice of Termination to the
\nother party hereto given in accordance with Section 11(b), after satisfaction of
\nthe procedural requirements of Section 3(b) or 3(c) to the extent applicable.
\nThe failure by the Executive or the Company to set forth in the Notice of
\nTermination any fact or circumstance that contributes to a showing of Good
\nReason or Cause shall not waive any right of the Executive or the Company,
\nrespectively, hereunder, or preclude the Executive or the Company, respectively,
\nfrom asserting such fact or circumstance in enforcing their respective rights
\nhereunder. If the Executive153s employment is terminated by the Company for Cause
\nor by the Executive for Good Reason or without Good Reason, the termination
\nshall be effective as of the date of receipt of the Notice of Termination or any
\nlater date specified in the Notice of Termination (but not later than 30 days
\nafter the giving of such notice), as the case may be. If the Executive153s
\nemployment is terminated by the Company other than for Cause or Disability, the
\ntermination shall be effective as of the date on which the Company notifies the
\nExecutive of such termination. The Company and the Executive shall take all
\nsteps necessary (including with regard to any post-termination services by the
\nExecutive) to ensure that any termination described in this Section 3(e)
\nconstitutes a “separation from service” within the meaning of Section 409A of
\nthe Code, and the date on which such separation from service takes place shall
\nbe the “Date of Termination.”<\/p>\n<\/p>\n

4. Obligations of the Company upon Termination<\/u>. (a) Other than for
\nCause, Death or Disability; Good Reason<\/u>. If, during the Protected Period,
\nthe Company terminates the Executive153s employment other than for Cause or
\nDisability or the Executive terminates employment for Good Reason, and the
\nExecutive<\/p>\n<\/p>\n

5<\/p>\n

\n

executes and delivers to the Company a release substantially in the form
\nattached hereto as Exhibit A (a “Release”) not later than the Release Deadline,
\nthe Company shall make the payments and provide the benefits described below.\n<\/p>\n<\/p>\n

(1) The Company shall pay to the Executive, in a lump sum in cash within 60
\ndays following the Date of Termination, the aggregate of the following amounts:\n<\/p>\n<\/p>\n

(A) the sum of the following amounts, to the extent not previously paid to
\nthe Executive (the “Accrued Obligations”): (i) the Base Salary through the Date
\nof Termination; (ii) a pro rata<\/em> portion of the Annual Incentive for the
\nyear in which the Date of Termination occurs, computed as the product of (x) the
\nAverage Pre-Change-of-Control Annual Incentive Bonus, and (y) a fraction, the
\nnumerator of which is the number of days in the current fiscal year through the
\nDate of Termination, and the denominator of which is 365 (provided<\/em>,
\nthat if the Executive has elected to defer all or any portion of such Annual
\nIncentive under any nonqualified deferred compensation plan offered by the
\nCompany or an Affiliated Company, then that portion of the pro rated Annual
\nIncentive shall be deferred and paid in accordance with the terms of such plan,
\nand the remaining portion shall be paid as provided herein); and (iii) any
\naccrued pay in lieu of unused vacation; and<\/p>\n<\/p>\n

(B) the product of (i) three and (ii) the sum of (x) the Annual Base Salary
\nAmount, and (y) the Average Pre-Change-of-Control Annual Incentive Bonus.<\/p>\n<\/p>\n

(2) All benefits accrued through the Date of Termination by the Executive
\nunder the Retirement Plan, the SERP and any Individual SERP that are not vested
\nas of the Date of Termination shall be vested in full and paid in accordance
\nwith the terms of the applicable plan; provided<\/em>, that to the extent
\nsuch benefits may not be provided under the Retirement Plan, they shall instead
\nbe provided under the SERP.<\/p>\n<\/p>\n

(3) For the Severance Period, the Company shall continue Specified Welfare
\nBenefits to the Executive and\/or the Executive153s family; provided,
\n<\/em>that if the Executive becomes reemployed with another employer and is
\neligible to receive one or more of the Specified Welfare Benefits under another
\nemployer-provided plan during the Severance Period, the Company153s obligations
\nwith respect to the corresponding Specified Welfare Benefits under this Section
\n4(a)(3) shall cease.<\/p>\n<\/p>\n

(4) If, as of the Date of Termination, the Executive has achieved (x) at
\nleast 50 years of age, (y) at least 10 Years of Service (as defined in the
\nCompany153s Separation Pay Plan), and (z) combined age and Years of Service of at
\nleast 65, then the Executive shall be entitled to receive, beginning at the end
\nof the Severance<\/p>\n<\/p>\n

6<\/p>\n

\n

Period, retiree medical benefits at least as favorable as those to which the
\nExecutive would have been entitled if the Executive had retired with eligibility
\nfor the Retiree Welfare Benefits in effect as of the date of the Change of
\nControl.<\/p>\n<\/p>\n

(5) The Company shall provide the Executive with outplacement services, in
\naccordance with its normal practice for its most senior executives, as in effect
\nbefore the date of the Change of Control, from the outplacement firm or firms
\nwith which the Company has contracted as of the Date of Termination or
\nthereafter; provided,<\/em> that to the extent such outplacement services
\nbegin before the Executive executes the Release, they shall end as of the
\nRelease Deadline if the Executive fails to execute and deliver the Release to
\nthe Company by the Release Deadline; and provided, further<\/em>, that in any
\nevent such outplacement services shall not be provided beyond the end of the
\nsecond calendar year after the calendar year in which the Date of Termination
\noccurs.<\/p>\n<\/p>\n

(6) To the extent not theretofore paid or provided, the Company shall timely
\npay or provide to the Executive any Other Benefits.<\/p>\n<\/p>\n

(b) Death<\/u>. If the Executive153s employment is terminated because of the
\nExecutive153s death during the Protected Period, the Company shall pay the Accrued
\nObligations to the Executive153s estate or beneficiaries, as applicable, in a lump
\nsum in cash within 30 days of the Date of Termination (provided<\/em>, that,
\nas described in Section 4(a)(1)(A), any portion of the Annual Incentive for the
\nyear in which the Date of Termination occurs that the Executive has elected to
\ndefer under any nonqualified deferred compensation plan offered by the Company
\nor an Affiliated Company shall be deferred and paid in accordance with the terms
\nof such plan, unless cancellation of such election is permitted by Section 409A
\nof the Code), shall timely pay or deliver any of the Other Benefits, and shall
\nhave no other severance obligations under this Agreement. For purposes of this
\nSection 4(b), the term “Other Benefits” shall include without limitation, and
\nthe Executive153s estate and\/or beneficiaries shall be entitled to receive,
\nbenefits at least equal to the most favorable benefits provided by the Company
\nand the Affiliated Companies to the estates and beneficiaries of peer executives
\nof the Company and the Affiliated Companies under such plans, programs,
\npractices and policies relating to death benefits, if any, as in effect with
\nrespect to other peer executives and their beneficiaries at any time during the
\n120-day period immediately preceding the date of the Change of Control, or, if
\nmore favorable to the Executive153s estate and\/or the Executive153s beneficiaries,
\nas in effect at any time after the date of the Change of Control generally with
\nrespect to peer executives of the Company and the Affiliated Companies and their
\nbeneficiaries.<\/p>\n<\/p>\n

(c) Disability<\/u>. If the Executive153s employment is terminated because of
\nthe Executive153s Disability during the Protected Period, the Company shall pay
\nthe Accrued Obligations to the Executive in a lump sum in cash within 30 days of
\nthe Date of Termination (provided<\/em>, that, as described in Section
\n4(a)(1)(A), any portion of the Annual Incentive for the year in which the Date
\nof Termination<\/p>\n<\/p>\n

7<\/p>\n

\n

occurs that the Executive has elected to defer under any nonqualified
\ndeferred compensation plan offered by the Company or an Affiliated Company shall
\nbe deferred and paid in accordance with the terms of such plan, unless
\ncancellation of such election is permitted by Section 409A of the Code), shall
\ntimely pay or deliver any Other Benefits, and shall have no other severance
\nobligations under this Agreement. For purposes of this Section 4(c), the term
\n“Other Benefits” shall include, without limitation, and the Executive shall be
\nentitled to receive, disability and other benefits at least equal to the most
\nfavorable of those generally provided by the Company and the Affiliated
\nCompanies to disabled executives and\/or their families in accordance with such
\nplans, programs, practices and policies relating to disability, if any, as in
\neffect generally with respect to peer executives and their families at any time
\nduring the 120-day period immediately preceding the date of the Change of
\nControl, or, if more favorable to the Executive and\/or the Executive153s family,
\nas in effect at any time after the date of the Change of Control generally with
\nrespect to peer executives of the Company and the Affiliated Companies and their
\nfamilies.<\/p>\n<\/p>\n

(d) Cause; Other than for Good Reason<\/u>. If the Executive153s employment
\nis terminated for Cause during the Protected Period, the Company shall provide
\nto the Executive the Base Salary through the Date of Termination and any Other
\nBenefits, in each case, to the extent theretofore unpaid, and shall have no
\nother severance obligations under this Agreement. If the Executive voluntarily
\nterminates employment during the Protected Period, other than for Good Reason,
\nthe Company shall pay the Accrued Obligations to the Executive in a lump sum in
\ncash within 30 days of the Date of Termination (provided<\/em>, that, as
\ndescribed in Section 4(a)(1)(A), any portion of the Annual Incentivefor the year
\nin which the Date of Termination occurs that the Executive has elected to defer
\nunder any nonqualified deferred compensation plan offered by the Company or an
\nAffiliated Company shall be deferred and paid in accordance with the terms of
\nsuch plan), shall timely pay or deliver any Other Benefits, and shall have no
\nother severance obligations under this Agreement.<\/p>\n<\/p>\n

5. Non-exclusivity of Rights<\/u>. Nothing in this Agreement shall prevent
\nor limit the Executive153s continuing or future participation in any Other Plan
\nfor which the Executive may qualify, nor shall anything herein limit or
\notherwise affect such rights as the Executive may have under any Other
\nAgreement. Amounts that are vested benefits or that the Executive is otherwise
\nentitled to receive under any Other Plan or any Other Agreement shall be payable
\nin accordance with such Other Plan or Other Agreement, except as explicitly
\nmodified by this Agreement. Notwithstanding the foregoing, if the Executive
\nreceives payments and benefits pursuant to Section 4(a), the Executive shall not
\nbe treated as having any additional years of service or age for purposes of any
\nOther Plan or Other Agreement by virtue of receiving such payments and benefits,
\nunless such Other Plan or Other Agreement specifically so provides.<\/p>\n<\/p>\n

8<\/p>\n

\n

6. Full Settlement; Legal Fees<\/u>. The Company153s obligation to make the
\npayments provided for in this Agreement and otherwise to perform its obligations
\nhereunder shall not be affected by any set-off, counterclaim, recoupment,
\ndefense or other claim, right or action that the Company or any Affiliated
\nCompany may have against the Executive or others. In no event shall the
\nExecutive be obligated to seek other employment or take any other action by way
\nof mitigation of the amounts payable to the Executive under any of the
\nprovisions of this Agreement, and, except as specifically provided in Section
\n4(a)(3), such amounts shall not be reduced, regardless of whether the Executive
\nobtains other employment. The Company agrees to pay as incurred, within 10 days
\nfollowing the Company153s receipt of an invoice from the Executive, to the full
\nextent permitted by law, all legal fees and expenses that the Executive may
\nreasonably incur, at any time from the date of this Agreement through the
\nExecutive153s remaining lifetime or, if longer, through the 20th anniversary of
\nthe date of the Change of Control, as a result of any contest (regardless of the
\noutcome thereof) by the Company, the Executive or others of the validity or
\nenforceability of, or liability under, any provision of this Agreement or any
\nguarantee of performance thereof (whether such contest is between the Company
\nand the Executive or between either of them and any third party, and including
\nas a result of any contest by the Executive about the amount of any payment
\npursuant to this Agreement), plus, in each case, interest on any delayed payment
\nat the applicable federal rate provided for in Section 7872(f)(2)(A) of the
\nCode; provided, <\/em>that the Executive shall have submitted an invoice for
\nsuch fees and expenses at least 10 days before the end of the calendar year next
\nfollowing the calendar year in which such fees and expenses were incurred; and
\nprovided<\/em>, further<\/em>, that the Company shall not be required to
\npay any fees or expenses charged by any accounting or consulting firm to perform
\ncalculations or make determinations required to be carried out by the Accounting
\nFirm pursuant to Section 7. The amount of such legal fees and expenses that the
\nCompany is obligated to pay in any given calendar year shall not affect the
\nlegal fees and expenses that the Company is obligated to pay in any other
\ncalendar year, and the Executive153s right to have the Company pay such legal fees
\nand expenses may not be liquidated or exchanged for any other benefit.<\/p>\n<\/p>\n

7. Limitation on Payments Under Certain Circumstances<\/u>. (a) Anything in
\nthis Agreement to the contrary notwithstanding, in the event the Accounting Firm
\nshall determine that receipt of all Payments would subject the Executive to the
\nexcise tax under Section 4999 of the Code, the Accounting Firm shall determine
\nwhether to reduce any of the Agreement Payments so that the Parachute Value of
\nall Payments, in the aggregate, equals the Safe Harbor Amount. The Agreement
\nPayments shall be so reduced only if the Accounting Firm determines that the
\nExecutive would have a greater Net After-Tax Receipt of aggregate Payments if
\nthe Agreement Payments were so reduced. If the Accounting Firm determines that
\nthe Executive would not have a greater Net After-Tax Receipt of aggregate
\nPayments if the Agreement Payments were so reduced, the Executive shall receive
\nall Agreement Payments to which the Executive is entitled hereunder.<\/p>\n<\/p>\n

9<\/p>\n

\n

(b) If the Accounting Firm determines that aggregate Agreement Payments
\nshould be reduced so that the Parachute Value of all Payments, in the aggregate,
\nequals the Safe Harbor Amount, the Company shall promptly give the Executive
\nnotice to that effect and a copy of the detailed calculation thereof. All
\ndeterminations made by the Accounting Firm under this Section 7 shall be binding
\nupon the Company and the Executive, except to the extent the Internal Revenue
\nService or a court of competent jurisdiction makes a final and binding
\ndetermination inconsistent therewith, and shall be made as soon as reasonably
\npracticable and in no event later than 15 days following the Date of
\nTermination. For purposes of reducing the Agreement Payments so that the
\nParachute Value of all Payments, in the aggregate, equals the Safe Harbor
\nAmount, only amounts payable under this Agreement (and no other Payments) shall
\nbe reduced. The reduction of the amounts payable hereunder, if applicable, shall
\nbe made by reducing the payments and benefits under the following sections in
\nthe following order: (1) any Payments under Section 4(a)(1)(B), (2) any other
\ncash Payments on a pro rata basis, and (3) any remaining Payments on a pro rata
\nbasis, and, subject to the foregoing, shall be made in such a manner as to
\nmaximize the economic present value of all Payments actually made to the
\nExecutive, determined by the Accounting Firm as of the date of the applicable
\nSection 280G Change of Control using the discount rate required by Section
\n280G(d)(4) of the Code.<\/p>\n<\/p>\n

(c) As a result of the uncertainty in the application of Section 4999 of the
\nCode at the time of the initial determination by the Accounting Firm hereunder,
\nit is possible that amounts will have been paid or distributed by the Company to
\nor for the benefit of the Executive pursuant to this Agreement which should not
\nhave been so paid or distributed (“Overpayment”) or that additional amounts
\nwhich will have not been paid or distributed by the Company to or for the
\nbenefit of the Executive pursuant to this Agreement could have been so paid or
\ndistributed (“Underpayment”), in each case, consistent with the calculation of
\nthe Safe Harbor Amount hereunder. In the event that the Accounting Firm, based
\nupon the assertion of a deficiency by the Internal Revenue Service against
\neither the Company or the Executive which the Accounting Firm believes has a
\nhigh probability of success, determines that an Overpayment has been made, the
\nExecutive shall pay promptly (and in no event later than 60 days following the
\ndate on which the Overpayment is determined) any such Overpayment to the Company
\ntogether with interest at the applicable federal rate provided for in Section
\n7872(f)(2) of the Code; provided<\/em>, however<\/em>, that no amount
\nshall be payable by the Executive to the Company if and to the extent such
\npayment would not either reduce the amount on which the Executive is subject to
\ntax under Section 1 and Section 4999 of the Code or generate a refund of such
\ntaxes. In the event that the Accounting Firm, based upon controlling precedent
\nor substantial authority, determines that an Underpayment has occurred, any such
\nUnderpayment shall be paid promptly (and in no event later than 60 days
\nfollowing the date on which the Underpayment is determined) by the Company to or
\nfor the benefit of the Executive<\/p>\n<\/p>\n

10<\/p>\n

\n

together with interest at the applicable federal rate provided for in Section
\n7872(f)(2) of the Code.<\/p>\n<\/p>\n

(d) To the extent requested by the Executive, the Company shall cooperate
\nwith the Executive in good faith in valuing, and the Accounting Firm shall take
\ninto account the value of, services provided or to be provided by the Executive
\n(including without limitation, the Executive153s agreeing to refrain from
\nperforming services pursuant to a covenant not to compete or similar covenant)
\nbefore, on or after the date of a change in ownership or control of the Company
\n(within the meaning of Q&A-2(b) of the final regulations under Section 280G
\nof the Code), such that payments in respect of such services may be considered
\nreasonable compensation within the meaning of Q&A-9 and Q&A-40 to
\nQ&A-44 of the final regulations under Section 280G of the Code and\/or exempt
\nfrom the definition of the term “parachute payment” within the meaning of
\nQ&A-2(a) of the final regulations under Section 280G of the Code in
\naccordance with Q&A-5(a) of the final regulations under Section 280G of the
\nCode.<\/p>\n<\/p>\n

(e) All fees and expenses of the Accounting Firm for services performed
\npursuant to this Section 7 at any time from the date of this Agreement through
\nthe Executive153s remaining lifetime or, if longer, through the 20th anniversary
\nof the date of the applicable Section 280G Change of Control, shall be borne
\nsolely by the Company. The Company shall pay such fees and expenses not later
\nthan the end of the calendar year following the calendar year in which the
\nrelated work is performed or the expenses are incurred by the Accounting Firm.
\nThe amount of such fees and expenses that the Company is obligated to pay in any
\ngiven calendar year shall not affect the fees and expenses that the Company is
\nobligated to pay in any other calendar year, and the Executive153s right to have
\nthe Company pay such fees and expenses may not be liquidated or exchanged for
\nany other benefit.<\/p>\n<\/p>\n

8. RESERVED<\/p>\n<\/p>\n

9. Confidential Information<\/u>. (a) The Executive shall use the
\nExecutive153s best efforts and diligence both during and after employment by the
\nCompany and the Affiliated Companies to protect the confidential, trade secret
\nand\/or proprietary character of all Confidential Information. The Executive
\nshall not, directly or indirectly, use (for the Executive or another) or
\ndisclose any Confidential Information, for so long as it shall remain
\nproprietary or protectible as confidential or trade secret information, except
\nas may be necessary for the performance of the Executive153s duties with the
\nCompany and the Affiliated Companies. The Executive shall promptly deliver to
\nthe Company, at the termination of the Executive153s employment, or at any other
\ntime at the Company153s request, without retaining any copies, all documents and
\nother material in the Executive153s possession relating, directly or indirectly,
\nto any Confidential Information.<\/p>\n<\/p>\n

11<\/p>\n

\n

(b) Each of the Executive153s obligations in this Section 9 shall also apply to
\nthe confidential, trade secret and proprietary information learned or acquired
\nby the Executive during the Executive153s employment from others with whom the
\nCompany or any Affiliated Company has a business relationship. The Executive
\nunderstands that the Executive is not to disclose to the Company or any
\nAffiliated Company, or use for its benefit, any of the confidential, trade
\nsecret or proprietary information of others, including any of the Executive153s
\nformer employers.<\/p>\n<\/p>\n

(c) In no event shall an asserted violation of the provisions of this Section
\n9 constitute a basis for deferring or withholding any amounts otherwise payable
\nto the Executive under this Agreement.<\/p>\n<\/p>\n

10. Successors<\/u>. (a) This Agreement is personal to the Executive, and,
\nwithout the prior written consent of the Company shall not be assignable by the
\nExecutive other than by will or the laws of descent and distribution. This
\nAgreement shall inure to the benefit of and be enforceable by the Executive153s
\nlegal representatives.<\/p>\n<\/p>\n

(b) This Agreement shall inure to the benefit of and be binding upon the
\nCompany and its successors and assigns. Except as provided in Section 10(c),
\nwithout the prior written consent of the Executive, this Agreement shall not be
\nassignable by the Company.<\/p>\n<\/p>\n

(c) The Company shall require any successor (whether direct or indirect, by
\npurchase, merger, consolidation or otherwise) to all or substantially all of the
\nbusiness and\/or assets of the Company to assume expressly and agree to perform
\nthis Agreement in the same manner and to the same extent that the Company would
\nbe required to perform it if no such succession had taken place.<\/p>\n<\/p>\n

11. Miscellaneous<\/u>. (a) This Agreement shall be governed by and
\nconstrued in accordance with the laws of the State of Delaware, without
\nreference to principles of conflict of laws. The captions of this Agreement are
\nnot part of the provisions hereof and shall have no force or effect. This
\nAgreement may not be amended or modified other than by a written agreement that
\nis specifically identified as an amendment of this Agreement and executed by the
\nExecutive and by an authorized officer of the Company in a single instrument.
\nThis Agreement is intended to comply with the requirements of Section 409A of
\nthe Code, to the extent applicable, and shall be administered and interpreted
\naccordingly.<\/p>\n<\/p>\n

(b) All notices and other communications hereunder shall be in writing and
\nshall be given by hand delivery to the other party or by registered or certified
\nmail, return receipt requested, postage prepaid, addressed as follows:<\/p>\n<\/p>\n

12<\/p>\n

\n

If to the Executive<\/u>:<\/p>\n<\/p>\n

800 North Lindbergh Boulevard<\/p>\n<\/p>\n

St. Louis, Missouri 63167<\/p>\n<\/p>\n

If to the Company<\/u>:<\/p>\n<\/p>\n

800 North Lindbergh Boulevard<\/p>\n<\/p>\n

St. Louis, Missouri 63167<\/p>\n<\/p>\n

Attention: General Counsel<\/p>\n<\/p>\n

or to such other address as either party shall have furnished to the other in
\nwriting in accordance herewith. Notice and communications shall be effective
\nwhen actually received by the addressee.<\/p>\n<\/p>\n

(c) The invalidity or unenforceability of any provision of this Agreement
\nshall not affect the validity or enforceability of any other provision of this
\nAgreement.<\/p>\n<\/p>\n

(d) The Company may withhold from any amounts payable under this Agreement
\nsuch t<\/u>axes as shall be required to be withheld pursuant to any applicable
\nlaw or regulation.<\/p>\n<\/p>\n

(e) The Executive153s or the Company153s failure to insist upon strict compliance
\nwith any provision of this Agreement or the failure to assert any right the
\nExecutive or the Company may have hereunder, including without limitation the
\nright of the Executive to terminate employment for Good Reason pursuant to
\nSection 3(c), shall not be deemed to be a waiver of such provision or right or
\nany other provision or right of this Agreement.<\/p>\n<\/p>\n

(f) The Executive and the Company acknowledge that there currently exists
\nuncertainty with respect to interpretive issues under Section 409A of the Code
\nand with respect to the tax treatment of employer provision of health care
\nbenefits. The Executive hereby agrees that, prior to the occurrence of a Change
\nof Control, the Company may, without consent from the Executive, make such
\nchanges to the Agreement as may be necessary or appropriate to avoid adverse tax
\nconsequences to the Executive pursuant to Section 409A of the Code or in respect
\nof the provisions of Sections 4(a)(3) and 4(a)(4), while not substantially
\nreducing the aggregate value to the Executive of the payments and benefits to,
\nor otherwise adversely affecting the rights of, the Executive under the
\nAgreement.<\/p>\n<\/p>\n

(g) The Agreement is intended to comply with the requirements of Section 409A
\nof the Code or an exemption or exclusion therefrom and, with respect to amounts
\nthat are subject to Section 409A of the Code, shall in all respects be
\nadministered in accordance with Section 409A of the Code. Each payment under
\nthis Agreement shall be treated as a separate payment for purposes of Section
\n409A<\/p>\n<\/p>\n

13<\/p>\n

\n

of the Code. In no event may the Executive, directly or indirectly, designate
\nthe calendar year of any payment to be made under this Agreement. All
\nreimbursements and in-kind benefits provided under this Agreement that
\nconstitute deferred compensation within the meaning of Section 409A of the Code
\nshall be made or provided in accordance with the requirements of Section 409A of
\nthe Code, including, without limitation, that (1) in no event shall
\nreimbursements by the Company under this Agreement be made later than the end of
\nthe calendar year next following the calendar year in which the applicable fees
\nand expenses were incurred, provided, that the Executive shall have submitted an
\ninvoice for such fees and expenses at least 10 days before the end of the
\ncalendar year next following the calendar year in which such fees and expenses
\nwere incurred; (2) the amount of in-kind benefits that the Company is obligated
\nto pay or provide in any given calendar year (other than medical reimbursements
\ndescribed in Treas. Reg. \u00a7 1.409A-3(i)(1)(iv)(B)) shall not affect the in-kind
\nbenefits that the Company is obligated to pay or provide in any other calendar
\nyear; (3) the Executive153s right to have the Company pay or provide such
\nreimbursements and in-kind benefits may not be liquidated or exchanged for any
\nother benefit; and (4) in no event shall the Company153s obligations to make such
\nreimbursements or to provide such in-kind benefits apply later than the
\nExecutive153s remaining lifetime (or if longer, through the 20th anniversary of
\nthe date of the Change of Control). Notwithstanding anything in this Agreement
\nto the contrary, if the Executive is a “specified employee” within the meaning
\nof Section 409A of the Code and Treas. Reg. \u00a7 1.409A-1(i) (or successor
\nprovisions) on his Date of Termination, then, to the extent required by Section
\n409A of the Code and Treas. Reg. \u00a7 1.409A-3(i)(2) (or successor provisions),
\npayments or benefits hereunder, if any, of “deferred compensation” within the
\nmeaning of Section 409A of the Code that would be paid or provided to the
\nExecutive before the six-month anniversary of the Executive153s Date of
\nTermination shall be delayed until such six-month anniversary.<\/p>\n<\/p>\n

12. Certain Definitions<\/u>. The following terms shall have the meanings
\nset forth below for purposes of this Agreement.<\/p>\n<\/p>\n

“Accounting Firm” shall mean a nationally recognized certified public
\naccounting firm that is selected by the Company for purposes of making the
\napplicable determinations hereunder and is reasonably acceptable to the
\nExecutive, which firm shall not, without the Executive153s consent, be a firm
\nserving as accountant or auditor for the individual, entity or group effecting
\nthe Change of Control.<\/p>\n<\/p>\n

“Accrued Obligations” has the meaning set forth in Section 4(a)(1).<\/p>\n<\/p>\n

“Affiliated Company” means any company controlled by the Company.<\/p>\n<\/p>\n

“After-Tax” means after taking into account all applicable Taxes and Excise
\nTax.<\/p>\n<\/p>\n

14<\/p>\n

\n

“Agreement” has the meaning set forth in the first paragraph of the
\nAgreement.<\/p>\n<\/p>\n

“Agreement Payments” means Payments paid or payable pursuant to this
\nAgreement.<\/p>\n<\/p>\n

“Annual Base Salary Amount” has the meaning set forth in Section 2(b)(1).<\/p>\n<\/p>\n

“Annual Incentive” has the meaning set forth in Section 2(b)(2).<\/p>\n<\/p>\n

“Average Pre-Change-of-Control Annual Incentive Bonus” means an annual
\nincentive bonus amount based upon the Executive153s average annual incentive
\nbonuses earned for fiscal years beginning before the date of the Change of
\nControl under the Company153s annual incentive program as in effect from time to
\ntime, calculated as follows. If, as of the date of the Change of Control, the
\nExecutive has been employed by the Company and the Affiliated Companies for at
\nleast the most recent three full fiscal years ending on or before the date of
\nthe Change of Control, and was eligible to earn an annual incentive bonus under
\nsuch programs for each such fiscal year, then the Average Pre-Change-of-Control
\nAnnual Incentive Bonus means the average of the annual incentive bonuses earned
\nby the Executive for each of such fiscal years. If, as of the date of the Change
\nof Control, the Executive has been employed by the Company and the Affiliated
\nCompanies for less than the most recent three full fiscal years ending on or
\nbefore the date of the Change of Control, or was not eligible to earn an annual
\nincentive bonus under such programs for each such fiscal year, then the Average
\nPre-Change-of-Control Annual Incentive Bonus means the average of the annual
\nincentive bonuses earned by the Executive for each of such fiscal years for
\nwhich the Executive was eligible to earn such an annual incentive bonus. If the
\nExecutive earned an annual incentive bonus under such programs for a period of
\nless than 12 months, the amount of such annual bonus shall be annualized for
\npurposes of determining the Average Pre-Change-of-Control Annual Incentive
\nBonus. If the Executive was not eligible to earn such an annual incentive bonus
\nfor any fiscal year ending on or before the date of the Change of Control, then
\nthe Average Pre-Change-of-Control Annual Incentive Bonus shall be deemed to
\nequal the Executive153s target annual incentive bonus as in effect immediately
\nbefore the date of the Change of Control.<\/p>\n<\/p>\n

“Base Salary” has the meaning set forth in Section 2(b)(1).<\/p>\n<\/p>\n

“Board” has the meaning set forth in the second paragraph of this Agreement.\n<\/p>\n<\/p>\n

“Cause” means (a) the Executive153s willful and continued failure to perform
\nsubstantially the Executive153s duties as contemplated by Section 2(a)(1)(A)
\n(except as a result of the Executive153s incapacity due to physical or mental
\nillness or injury, or following the Executive153s delivery of a Notice of
\nTermination for Good<\/p>\n<\/p>\n

15<\/p>\n

\n

Reason), after a written demand for substantial performance is delivered to
\nthe Executive by the Board or the Chief Executive Officer of the Company which
\nspecifically identifies the manner in which the Board or Chief Executive Officer
\nbelieves that the Executive has not substantially performed the Executive153s
\nduties, or (b) the Executive153s willful engaging in illegal conduct or gross
\nmisconduct that is materially and demonstrably injurious to the Company. For
\npurposes of this definition, no act or failure to act on the part of the
\nExecutive shall be considered “willful” unless it is done, or omitted to be
\ndone, by the Executive in bad faith or without reasonable belief that the
\nExecutive153s action or omission was in the best interests of the Company. Any
\nact, or failure to act, based upon authority given pursuant to a resolution duly
\nadopted by the Board or upon the instructions of the Chief Executive Officer of
\nthe Company or based upon the advice of counsel for the Company shall be
\nconclusively presumed to be done, or omitted to be done, by the Executive in
\ngood faith and in the best interests of the Company.<\/p>\n<\/p>\n

“Change of Control” means the happening of any of the events described in
\nsubsections (a) through (d) below:<\/p>\n<\/p>\n

(a) the acquisition by any Person of beneficial ownership (within the meaning
\nof Rule 13d-3 promulgated under the Exchange Act) of 30 percent or more of
\neither (1) the then-outstanding shares of common stock of the Company (the
\n“Outstanding Company Common Stock”) or (2) the combined voting power of the
\nthen-outstanding voting securities of the Company entitled to vote generally in
\nthe election of directors (the “Outstanding Company Voting Securities”);
\nprovided, <\/em>that for purposes of this subsection (a), the following
\nacquisitions shall not constitute a Change of Control: (A) any acquisition
\ndirectly from the Company; (B) any acquisition by the Company or a Subsidiary of
\nthe Company; (C) any acquisition by any employee benefit plan (or related trust)
\nsponsored or maintained by the Company or a Subsidiary of the Company; (D) any
\npassive acquisition as a result of a Company repurchase of outstanding
\nsecurities (it being understood that a subsequent active acquisition by the
\napplicable Person shall constitute a Change of Control, if immediately
\nthereafter such Person holds the requisite percentage of Outstanding Company
\nCommon Stock or Outstanding Company Voting Securities); or (E) any acquisition
\npursuant to a transaction that complies with clauses (1), (2) and (3) of
\nsubsection (c) of this definition;<\/p>\n<\/p>\n

(b) individuals who, as of the date of the initial public offering of the
\ncommon stock of the Company, constitute the Board (the “Incumbent Board”), cease
\nfor any reason to constitute at least a majority of the Board; provided, that
\nany individual becoming a director subsequent to the date hereof whose election,
\nor nomination for election by the Company153s shareowners, was approved by a vote
\nof at least a majority of the directors then comprising the Incumbent Board
\nshall be considered as though such individual were a member of the Incumbent
\nBoard, but excluding, for this purpose, any such<\/p>\n<\/p>\n

16<\/p>\n

\n

individual whose initial assumption of office occurs as a result of an actual
\nor threatened election contest with respect to the election or removal of
\ndirectors or other actual or threatened solicitation of proxies or consents by
\nor on behalf of a Person other than the Board;<\/p>\n<\/p>\n

(c) consummation of a reorganization, merger, statutory share exchange,
\nconsolidation or similar transaction involving the Company or any of its
\nsubsidiaries, a sale or other disposition of all or substantially all of the
\nassets of the Company or the acquisition of assets or stock of another entity (a
\n“Business Combination”), in each case, unless, following such Business
\nCombination, (1) all or substantially all of the individuals and entities who
\nwere the beneficial owners, respectively, of the Outstanding Company Common
\nStock and Outstanding Company Voting Securities immediately prior to such
\nBusiness Combination beneficially own, directly or indirectly, more than 50
\npercent of, respectively, the then-outstanding shares of common stock (or, for a
\nnon-corporate entity, equivalent securities) and the combined voting power of
\nthe then-outstanding voting securities entitled to vote generally in the
\nelection of directors (or, for a non-corporate entity, equivalent governing
\nbody), as the case may be, of the entity resulting from such Business
\nCombination (including without limitation an entity that as a result of such
\ntransaction owns the Company or all or substantially all of the Company153s assets
\neither directly or through one or more subsidiaries) in substantially the same
\nproportions as their ownership, immediately prior to such Business Combination
\nof the Outstanding Company Common Stock and Outstanding Company Voting
\nSecurities, as the case may be, (2) no Person (excluding the Company, a
\nSubsidiary of the Company, any entity resulting from a Business Combination or
\nany employee benefit plan (or related trust) thereof) beneficially owns,
\ndirectly or indirectly, 30 percent or more of the then-outstanding shares of
\ncommon stock of the entity resulting from such Business Combination or 30
\npercent or more of the combined voting power of the then-outstanding voting
\nsecurities entitled to vote generally in the election of directors of such
\nentity, except to the extent that such ownership existed prior to the Business
\nCombination and (3) at least a majority of the members of the board of directors
\n(or, for a non-corporate entity, equivalent governing body), of the entity
\nresulting from such Business Combination were members of the Incumbent Board at
\nthe time of the execution of the initial agreement, or of the action of the
\nBoard, providing for such Business Combination;<\/p>\n<\/p>\n

(d) approval by the shareowners of the Company of a complete liquidation or
\ndissolution of the Company.<\/p>\n<\/p>\n

“Code” means the Internal Revenue Code of 1986, as amended.<\/p>\n<\/p>\n

17<\/p>\n

\n

“Company” has the meaning set forth in the first paragraph of this Agreement,
\nand shall include any successor to the Company pursuant to Section 10(c).<\/p>\n<\/p>\n

“Confidential Information” means (a) all technical and business information
\nof the Company and the Affiliated Companies, whether patentable or not, which is
\nof a confidential, trade secret and\/or proprietary character and that is either
\ndeveloped by the Executive (alone or with others) or to which the Executive has
\nhad access during the Executive153s employment, (b) all confidential evaluations,
\nand (c) the confidential use or non-use by the Company or any Affiliated Company
\nof technical or business information in the public domain.<\/p>\n<\/p>\n

“Date of Termination” means (a) if the Executive153s employment is terminated
\nas a result of the Executive153s death or Disability, the date on which the
\nExecutive153s termination becomes effective pursuant to Section 3(a), and (b)
\notherwise, as defined in Section 3(e).<\/p>\n<\/p>\n

“Disability” means the absence of the Executive from the Executive153s duties
\nwith the Company on a full-time basis for 180 consecutive business days as a
\nresult of incapacity due to mental or physical illness or injury that is
\ndetermined to be total and permanent by a physician selected by the Company or
\nits insurers and acceptable to the Executive or the Executive153s legal
\nrepresentative.<\/p>\n<\/p>\n

“Employment Agreement” means any employment agreement between the Company or
\nany of the Affiliated Companies that may hereafter be entered into.<\/p>\n<\/p>\n

“Executive” has the meaning set forth in the first paragraph of this
\nAgreement.<\/p>\n<\/p>\n

“Exchange Act” means the Securities Exchange Act of 1934, as amended.<\/p>\n<\/p>\n

“Excise Tax” means the excise tax imposed by Section 4999 of the Code,
\ntogether with any interest or penalties imposed with respect to such excise tax.\n<\/p>\n<\/p>\n

“Good Reason” means the occurrence of any one or more of the following
\nconditions without the consent of the Executive: (a) any material diminution of
\nthe Executive153s authority, duties or responsibilities; (b) any material failure
\nby the Company to comply with any of the provisions of Section 2(a)(1) or
\nSection 2(b); (c) any purported termination by the Company of the Executive153s
\nemployment otherwise than as expressly permitted by this Agreement; or (d) any
\nfailure by the Company to comply with and satisfy Section10(c).<\/p>\n<\/p>\n

18<\/p>\n

\n

“Individual SERP” means individual agreements between the Executive and the
\nCompany or the Affiliated Companies regarding the provisions of supplemental
\nretirement benefits such as (but not limited to) post-retirement income and\/or
\nwelfare benefits.<\/p>\n<\/p>\n

“Net After-Tax Receipt” shall mean the present value (as determined in
\naccordance with Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of a
\nPayment net of all taxes imposed on the Executive with respect thereto under
\nSections 1 and 4999 of the Code and under applicable state and local laws,
\ndetermined by applying the highest marginal rate under Section 1 of the Code and
\nunder state and local laws which applied to the Executive153s taxable income for
\nthe immediately preceding taxable year, or such other rate(s) as the Accounting
\nFirm determined to be likely to apply to the Executive in the relevant tax
\nyear(s).<\/p>\n<\/p>\n

“Notice of Termination” means a written notice of the termination of the
\nExecutive153s employment that (a) indicates the specific termination provision in
\nthis Agreement relied upon, (b) to the extent applicable, sets forth in
\nreasonable detail the facts and circumstances claimed to provide a basis for
\ntermination of the Executive153s employment under the provision so indicated, and
\n(c) specifies the Date of Termination (which shall be not earlier than the date
\nsuch notice is given and not later than 30 days thereafter).<\/p>\n<\/p>\n

“Other Agreement” means any contract or agreement between the Company or any
\nof the Affiliated Companies and the Executive, excluding any Employment
\nAgreement and this Agreement and including without limitation any Individual
\nSERP.<\/p>\n<\/p>\n

“Other Benefits” means any amounts or benefits required to be paid or
\nprovided or which the Executive is eligible to receive under any Other Plan or
\nOther Agreement.<\/p>\n<\/p>\n

“Other Plan” means any plan, program, policy or practice provided by the
\nCompany or any of the Affiliated Companies, excluding this Agreement, any
\nEmployment Agreement and any Other Agreements.<\/p>\n<\/p>\n

“Overpayment” has the meaning set forth in Section 7(c).<\/p>\n<\/p>\n

“Parachute Value” of a Payment means the present value as of the date of the
\nchange of control for purposes of Section 280G of the Code of the portion of
\nsuch Payment that constitutes a “parachute payment” under Section 280G(b)(2) of
\nthe Code, as determined by the Accounting Firm for purposes of determining
\nwhether and to what extent the Excise Tax will apply to such Payment.<\/p>\n<\/p>\n

“Payment” means any payment or distribution in the nature of compensation
\n(within the meaning of Section 280G(b)(2) of the Code) to or for the<\/p>\n<\/p>\n

19<\/p>\n

\n

benefit of the Executive, whether paid or payable pursuant to this Agreement
\nor otherwise.<\/p>\n<\/p>\n

“Person” means any individual, entity or group (within the meaning of Section
\n13(d)(3) or 14(d)(2) of the Exchange Act.<\/p>\n<\/p>\n

“Protected Period” has the meaning set forth in the first sentence of Section
\n2.<\/p>\n<\/p>\n

“Release” has the meaning set forth in Section 4(a).<\/p>\n<\/p>\n

“Release Deadline” means the 50th day following the Date of Termination.<\/p>\n<\/p>\n

“Retiree Welfare Benefits” means retiree benefits pursuant to any of the
\nSpecified Welfare Benefits.<\/p>\n<\/p>\n

“Retirement Plan” means the Monsanto Company Pension Plan and any successor
\nthereto, and any other qualified defined benefit retirement plans of the Company
\nand the Affiliated Companies, in each case to the extent the Executive was
\nentitled to participate therein immediately before the Date of Termination.<\/p>\n<\/p>\n

“Safe Harbor Amount” means (x) 3.0 times the Executive153s “base amount,”
\nwithin the meaning of Section 280G(b)(3) of the Code, minus (y) $1.00.<\/p>\n<\/p>\n

“Section 280G Change of Control” means an event in respect of the Company
\nthat is described in Section 280G(b)(2)(A)(i) of the Code.<\/p>\n<\/p>\n

“SERP” means the Monsanto Company ERISA Parity Pension Plan, and any
\nsuccessors thereto, and any other “top hat,” excess or supplemental defined
\nbenefit retirement plans of the Company and the Affiliated Companies, in each
\ncase to the extent the Executive is entitled to participate therein immediately
\nbefore the Date of Termination.<\/p>\n<\/p>\n

“Severance Period” means the period of two years beginning on the Date of
\nTermination.<\/p>\n<\/p>\n

“Specified Welfare Benefits” means medical, prescription drug, dental,
\nvision, disability and life insurance benefits that are substantially comparable
\nto those that would have been provided to the Executive and the Executive153s
\nfamily pursuant to Section 2(b)(4), if the Executive had remained employed by
\nthe Company during the Severance Period. Specified Welfare Benefits shall not
\ninclude the benefit of making pre-tax contributions to any cafeteria or flexible
\nspending plan.<\/p>\n<\/p>\n

“Subsidiary” of any entity means any corporation, partnership, joint venture,
\nlimited liability company, or other entity or enterprise of which the first<\/p>\n<\/p>\n

20<\/p>\n

\n

entity owns or controls, directly or indirectly, 50% or more of the
\noutstanding shares of stock normally entitled to vote for the election of
\ndirectors, or of comparable equity participation and voting power.<\/p>\n<\/p>\n

“Taxes” means all federal, state, local and foreign income, excise, social
\nsecurity and other taxes (other than the Excise Tax and any taxes, interest and
\npenalties imposed pursuant to Section 409A of the Code) and any associated
\ninterest and penalties.<\/p>\n<\/p>\n

“Term of this Agreement” means the period beginning on the date of this
\nAgreement and ending on the following August 31; provided<\/em>,
\nhowever<\/em>, that beginning on that August 31, and on each August 31
\nthereafter, the Term of this Agreement shall be automatically extended so as to
\nterminate on the first anniversary of such August 31, unless the Company shall
\ngive notice to the Executive before the immediately preceding July 1 that the
\nTerm of this Agreement shall not be so extended.<\/p>\n<\/p>\n

“Underpayment” has the meaning set forth in Section 7(c).<\/p>\n<\/p>\n<\/p>\n

21<\/p>\n

\n<\/p>\n

IN WITNESS WHEREOF, the Executive has hereunto set the Executive153s hand and,
\npursuant to the authorization from its Board of Directors, the Company has
\ncaused these presents to be executed in its name on its behalf, all as of the
\nday and year first above written.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

EXECUTIVE<\/p>\n

_____________________________<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

MONSANTO COMPANY<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Steven C. Mizell, Executive Vice President, Human Resources<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Date: _____________________, 20__<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n

22<\/p>\n

\n<\/p>\n

Exhibit A<\/strong><\/p>\n

\n

Form of Release<\/strong><\/p>\n

\n<\/p>\n

THIS RELEASE MUST BE SIGNED AND RETURNED BY _________, 20__. YOU MAY NOT MAKE
\nANY CHANGES TO THIS FORM.<\/p>\n<\/p>\n<\/p>\n

Monsanto Company, on its own behalf and on behalf of its subsidiaries,
\naffiliates, successors and predecessors (collectively, the “Company”), and I
\nagree as follows:<\/p>\n<\/p>\n<\/p>\n

(a)<\/em> Consideration:<\/em> I will receive the severance pay and
\nbenefits provided for in Section 4(a) of the attached Change-of-Control
\nEmployment Security Agreement in exchange for this Release.<\/p>\n<\/p>\n<\/p>\n

(b) Employment Termination:<\/em> My employment with the Company has ended
\nand I agree never to seek employment with the Company or its affiliates in the
\nfuture.<\/p>\n<\/p>\n<\/p>\n

(c) Claims Released:<\/em> I represent that I have not been the victim of
\nage discrimination or any other type of discrimination or wrongful act in
\nconnection with my employment with the Company. Consistent with this, I release
\nthe Company, its current and former subsidiaries and affiliates, and their
\nemployees or agents and related parties from all known or unknown claims, if
\nany, that I presently could have arising out of my employment with the Company
\nor the termination of my employment, including, without limitation, any rights
\nor claims arising under any statute or regulation, including the Age
\nDiscrimination in Employment Act of 1967, Title VII of the Civil Rights Act of
\n1964, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990,
\nor the Family and Medical Leave Act of 1993, each as amended, any state or local
\nFair Employment Practices Act, or any other federal, state or local law,
\nregulation, ordinance or common law, or under any policy, agreement, contract,
\nunderstanding or promise, written or oral, formal or informal, except (1) claims
\nfor payments and benefits to which I am entitled under the attached
\nChange-of-Control Employment Security Agreement, (2) claims for the Other
\nBenefits (as defined in the attached Change-of-Control Employment Security
\nAgreement) identified on Schedule I hereto, (3) claims in my capacity as a
\nshareowner, and (4) claims under the director and officer indemnification and
\ninsurance programs and policies of the Company and its affiliates.<\/p>\n<\/p>\n<\/p>\n

(d) Promise Not to File Claims:<\/em> I promise never to file any lawsuit
\nbased on a released claim and I will withdraw with prejudice any such lawsuit
\nthat may already be pending. I promise never to seek any damages, remedies, or
\nother relief for myself personally (any right to which I hereby waive) by
\nprosecuting a charge with any administrative agency with respect to any claim
\nreleased by this Release.<\/p>\n<\/p>\n<\/p>\n

(e) Acknowledgements:<\/em> I am executing this Release of my own
\nvolition. I have been advised to consult with an attorney of my choice prior to
\nsigning this Release. I understand and agree that I have the right and have been
\ngiven the opportunity to review this Release with an attorney of my choice
\nshould I so desire. I also agree that I have entered into this Release freely
\nand voluntarily. I have been given at least [21] [45] calendar days to consider
\nthe terms of this Release[, along with the information provided on Attachment A\n<\/p>\n<\/p>\n

Appendix A – 23<\/p>\n

\n

hereto], although I may sign it sooner if I wish. Furthermore, once I have
\nsigned this Release, I have seven additional days to revoke this Release and
\nmust do so by writing to [INSERT NAME\/ADDRESS]. This Release shall not be
\neffective, and no payments shall be due under Section 4(a) of the
\nChange-of-Control Employment Security Agreement, until the eighth day after I
\nshall have executed this Release and returned it to the Company, assuming that I
\nhave not revoked this Release prior to such date.<\/p>\n<\/p>\n<\/p>\n

READ THIS RELEASE, AND CAREFULLY CONSIDER ALL OF ITS PROVISIONS BEFORE
\nSIGNING IT. YOU WILL HAVE UNTIL THE DATE INDICATED IN THE FIRST LINE ABOVE IN
\nWHICH TO CONSIDER IT. THIS RELEASE INCLUDES A RELEASE OF KNOWN AND UNKNOWN
\nCLAIMS. YOU SHOULD CONSULT YOUR ATTORNEY (AT YOUR OWN EXPENSE).<\/p>\n<\/p>\n<\/p>\n

I have carefully read this Release, I fully understand what it means, and I
\nam entering into it voluntarily.<\/p>\n<\/p>\n<\/p>\n<\/p>\n

_____________________ _______________________________________<\/p>\n<\/p>\n

Date Signature<\/p>\n<\/p>\n

_______________________________________<\/p>\n<\/p>\n

Printed Name<\/p>\n<\/p>\n<\/p>\n<\/p>\n

Acknowledged and Agreed:<\/p>\n<\/p>\n<\/p>\n

______________________________________<\/p>\n<\/p>\n

On behalf of Monsanto Company<\/p>\n<\/p>\n

Appendix A – 24<\/p>\n

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