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EXHIBIT 10.22
AMENDMENTS
TO
KEY EXECUTIVE EMPLOYMENT AGREEMENT AND
SUPPLEMENTAL AGREEMENT
AGREEMENT between Monsanto Company, a Delaware corporation
("Monsanto"), and Xxxxxxx X. Xxxxxxxxxx (the "Executive");
WHEREAS, the Board of Directors (the "Board") of Monsanto
has determined that the Executive is a key executive of Monsanto
and appointed the Executive to the Management Council of
Monsanto;
WHEREAS, because of the determination that the Executive is
a key executive of Monsanto and because of his appointment to the
Management Council of Monsanto, the Board authorized Monsanto to
enter into a Key Executive Employment Agreement dated July 5,
1988 ("Key Executive Employment Agreement") and a Supplemental
Agreement dated June 27, 1988 ("Supplemental Agreement") with the
Executive, which are attached hereto as Exhibits A and B,
respectively, and made a part hereof;
WHEREAS, the Executive has been appointed to the Monsanto
Executive Management Committee;
NOW, THEREFORE, to assure Monsanto and the Board that it
will have the continued dedication of the Executive and the
availability of his advice and counsel notwithstanding the
possibility, threat or occurrence of a Change of Control
proposal, and to induce the Executive to remain in the employ of
Monsanto, and for other good and valuable consideration, Monsanto
and the Executive agree as follows:
1. Paragraph 5(a) of the Key Executive Employment
Agreement is hereby amended to read in its entirety as follows:
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(a) "Change of Control." For the purposes of this
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Agreement, a "Change of Control" shall be deemed to
have taken place if: (i) a third party, including a
"group" as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, becomes the beneficial
owner of shares of Monsanto having 10% or more of the
total number of votes that may be case for the election
of directors of Monsanto; or (ii) as the result of, or
in connection with, any cash tender or exchange offer,
merger or other business combination, sale of assets or
contested election, or any combination of the foregoing
transactions (a "Transaction"), (A) the persons who
were directors of Monsanto before the Transaction shall
cease to constitute a majority of the Board of
Directors of Monsanto or any successor to Monsanto, or
(B) there is the sale, exchange or other disposition of
all or substantially all of Monsanto's assets to a
third party.
2. The amended definition of Change of Control set forth
above in paragraph 1 shall also extend to the applicable
provisions of the Supplemental Agreement, as amended.
3. Except as amended hereby, all terms and provisions of
the Key Executive Employment Agreement and the Supplemental
Agreement, as amended, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement
on the 29 day of January , 1993.
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MONSANTO COMPANY
By /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Chairman of the Board and
Chief Executive Officer
/s/ Xxxxxxx X. Xxxxxxxxxx
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Xxxxxxx X. Xxxxxxxxxx
/s/ Xxxxxxx Xxxxxx
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Witness
