EXHIBIT 10
FORM OF
FIRST AMENDMENT TO
CHANGE OF CONTROL
EMPLOYMENT SECURITY AGREEMENT
This FIRST AMENDMENT to the Agreement dated as of ____, 2006,
by and between Monsanto Company, a Delaware corporation (the "Company"), and
___________ (the "Executive") (the "Agreement") is dated as of the ___ day of
April, 2006 (the "Effective Date"). Capitalized terms used and not defined in
this First Amendment have the meanings given to them in the Agreement.
The Board has determined that it is in the best interests of
the Company and its shareholders to review the Agreement and all similar
agreements between the Company and its executives in light of the enactment of
Section 409A of the Code and current compensation practices, with a view to
entering into new agreements after final Treasury Regulations under said Section
409A have been issued. Therefore, in order to accomplish these objectives, the
Board has caused the Company to enter into this Amendment.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. The Executive acknowledges having received notice from the
Company before May 1, 2006, that the Term of the Agreement will not be
automatically extended to June 30, 2007, and that accordingly, pursuant to the
definition of "Term of this Agreement" in Section 11 of the Agreement, the Term
of the Agreement would have expired as of June 30, 2006, but for the execution
of this Amendment.
2. The definition of "Term of this Agreement" in Section 11 of
the Agreement is hereby amended to read in its entirety as follows:
"Term of this Agreement" means the period beginning
on the date of this Agreement and ending on October 31, 2006.
3. The Executive and the Company acknowledge that if a Change
of Control occurs during the Term of the Agreement (as defined pursuant to the
preceding paragraph of this Amendment), payments made and benefits provided
pursuant to the Agreement may be considered "deferred compensation" that is
subject to Section 409A of the Code, and it may therefore be necessary to amend
the Agreement, within the time period permitted by the applicable Treasury
Regulations, to make changes so as to cause such payments and benefits not to be
considered "deferred compensation" for purposes of Section 409A, to cause the
provisions of the Agreement to comply with the requirements of Section 409A, or
a combination thereof, so as to avoid the imposition of taxes and penalties on
the Executive pursuant to Section 409A. Compliance may require a six-month delay
in severance or other Change of Control payments. The Executive hereby agrees
that the Company may, without any further consent from the Executive, make any
and all such changes to the Agreement as may be necessary or appropriate to
avoid the imposition of penalties on the Executive pursuant to Section 409A,
while not substantially reducing the aggregate value to the Executive of the
payments and benefits to, or otherwise adversely affecting the rights of, the
Executive under the Agreement.
4. The definition of "Taxes" in Section 11 of the Agreement is
hereby amended to read in its entirety as follows:
"Taxes" means all federal, state, local and foreign
income, excise, social security and other taxes (other than the Excise
Tax and any taxes, interest and penalties imposed pursuant to Section
409A of the Code) and any associated interest and penalties.
5. This Amendment is effective as of the Effective Date, as
defined in the first sentence hereof.
IN WITNESS WHEREOF, the Executive has hereunto set the
Executive's hand and, pursuant to the authorization from its Board of Directors,
the Company has caused these presents to be executed in its name on its behalf,
all as of the day and year first above written.
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[Executive]
MONSANTO COMPANY
By:----------------------------------
[Chief Executive Officer] or
[Senior Vice President Human
Resources]
