Common use of Continuation and Comparability of Benefits Clause in Contracts

Continuation and Comparability of Benefits. Following the Effective Time, Newco shall honor, and cause the Surviving Corporation to honor, all Monsanto Employee Benefit Plans and PNU Employee Benefit Plans and the related funding arrangements of each in accordance with their respective terms and shall interpret such Monsanto Employee Benefit Plans and PNU Employee Benefit Plans in accordance with the past practice of Monsanto or PNU, as the case may be. From the Effective Time until December 31, 2001, Newco and the Surviving Corporation do not intend to reduce base salary, annual bonus opportunities or long-term incentive opportunities for employees of PNU, Monsanto and their respective Subsidiaries, except as otherwise determined by the Board of Directors or Compensation Committee of Newco. From the Effective Time until December 31, 2001, Newco and the Surviving Corporation shall provide employee benefits under employee benefit plans to the employees and former employees of PNU and Monsanto and their respective Subsidiaries (the "Newco Employees") that are in the aggregate no less favorable than those provided to such persons pursuant to the employee benefit plans of each of Monsanto and PNU in effect on the date hereof (excluding equity and equity-based compensation). Without limiting the generality of the foregoing, Newco shall provide severance pay and benefits to Newco Employees whose employment terminates on or before December 31, 2001 in accordance with the following: (i) with respect to such Newco Employees who are employed by Monsanto or any of its Subsidiaries immediately before the Effective Time, not less favorable than those provided under the applicable Monsanto Employee Benefit Plans; and (ii) with respect to such Newco Employees who are employed by PNU or any of its Subsidiaries immediately before the Effective Time, not less favorable than those provided under the applicable PNU Employee Benefit Plans, in each case as interpreted in accordance with past practice of Monsanto and PNU, respectively. Nothing herein shall prohibit any changes to the Monsanto Employee Benefit Plans and PNU Employee Benefit Plans that may be (i) required by law (including, without limitation, any applicable qualification requirements of Section 401(a) of the Code), (ii) necessary as a technical matter to reflect the transactions contemplated hereby or (iii) required for Newco to provide for or permit investment in its securities. Furthermore, nothing herein shall require Newco to continue any particular Monsanto Employee Benefit Plan or PNU Employee Benefit Plan or prevent the amendment or termination thereof (subject to the maintenance, in the aggregate, of the benefits as provided in this Section 5.6(a) and to the obligation to provide severance pay and benefits as provided above).