As Filed with the Securities and Exchange Commission on November 4, 2004
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): October 29, 2004
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 13a-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. Entry into a Material Definitive Agreement.
1. On October 29, 2004, Monsanto Company (the "Company") granted management
employees, including executive officers, non-qualified options to purchase
shares of common stock pursuant to the Monsanto Company Long-Term Incentive
Plan, as amended and restated (the "Plan"). The options vest in three equal
annual installments. In the event of termination of service (as defined in the
Plan) for any reason before the first anniversary of the grant date, the options
are forfeited. In the event of termination for cause (as defined in the Plan),
whether vested or not, the options are forfeited.
The options generally expire on the tenth anniversary of the grant date. Special
provisions apply in the event of termination of service. Specifically, upon
retirement (which means for purposes of the award a termination of service on or
after age 50, other than a termination for cause) after the first anniversary of
the grant, the options will fully vest and will remain exercisable until the
earlier of the fifth anniversary of the date of retirement or the tenth
anniversary of the grant date. In the event of termination as a result of death
or disability (as defined in the Plan) after the first anniversary of the grant
date, the options will become fully vested and will remain exercisable until the
earlier of the first anniversary of the date of termination or the tenth
anniversary of the grant date.
Upon a voluntary termination of service after the first anniversary of the grant
date, then, to the extent the option is vested on the date of termination, it
will remain exercisable until the earlier of the 90th day after the date of
termination or the tenth anniversary of the grant date. Any portion of the
options that are not vested on the date of termination shall be forfeited.
Upon an involuntary termination, other than a termination for cause, after the
first anniversary of the grant date, the options will become fully vested and
will remain exercisable until the earlier of the first anniversary of the date
of termination or the tenth anniversary of the grant date.
The options are not transferable other than upon death by will, the laws of
descent and distribution or written designation of a beneficiary.
2. On October 29, 2004, the Company granted executive officers restricted stock
units pursuant to the Monsanto Company Long-Term Incentive Plan, as amended and
restated. Executive officers may receive up to two times the initial number of
units awarded. Any units which become vested will be paid in shares of common
stock of the Company. Until shares are issued, the participant will have no
rights with respect to the shares or the units, except the right to receive
dividend equivalents. Dividend equivalents are cash payments equal to the amount
of cash dividends that would have been paid if the participant had been the
record owner of the shares on the record date.
In order to vest in any units under the award, the Company must achieve the
performance goal established and certified by the People and Compensation
Committee of the board of directors (the "Committee") pursuant to the provisions
of Section 162(m) of the Internal Revenue Code of 1986, as amended, such that
Company's net income excluding certain items must exceed zero for the fiscal
years during which the award is granted and following the grant of the award. In
addition, three Company performance goals related to earnings per share, cash
flow and return on capital must be met. For each goal as to which performance is
below the threshold-performance level, as determined by the Committee, one-third
of the initial number of units shall be forfeited. 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 interpolating between 50% and
100%, based on the relationship between actual performance and target-level
performance for that goal. For each goal as to which target-level performance is
achieved, one-third of the initial number of units shall be eligible for
vesting. 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
interpolating between 100% and 200%, based on the relationship between actual
performance and target-level performance for that goal.
For the first two years following the grant of the award, the number of units
subject to the award will be the initial number of units. If the Company's net
income goal is not met, or if none of the other goals is met at the threshold
level or above, all units under the award will be forfeited. Otherwise, the
number of units subject to the award during the third year following the award
will be the number of units (if any) that are eligible for vesting after
application of the foregoing vesting rules and those units will vest effective
as of the end of the second full fiscal year after the grant, except as
otherwise provided below.
If a participant's employment terminates before the end of the first full fiscal
year after the grant as a result of a termination without cause, retirement or
disability (all as defined in the Plan) or death, then effective as of the end
of the first full fiscal year after the grant, a number of units will vest,
equal to (i) the number of units (if any) that become eligible for vesting
pursuant to the vesting rules above, times (ii) a fraction, the numerator of
which is the number of days from the beginning of the fiscal year in which the
award was granted through the participant's date of termination, and the
denominator of which is 730. If the participant's employment terminates after
the end of the first full fiscal year but before the end of the second full
fiscal year after the grant as a result of a termination without cause,
retirement, disability or death, effective as of the end of the first full
fiscal year after the grant, a number of units subject to this award shall vest,
equal to the number of units (if any) that become eligible for vesting pursuant
to the vesting rules above. If the participant's employment terminates before
the end of the second full fiscal year after the grant for any other reason, all
units subject to the award will be forfeited.
Upon the occurrence of a change of control, the number of units subject to an
award will vest in full and be settled by delivery of shares in a single lump
sum. For this purpose, the number of units subject to an award will be
determined pursuant to the vesting rules above as of the date of such change of
control, except that if the date of the change of control is after the end of
the first full fiscal year after the grant and before the second anniversary of
the grant, the adjustments to the number of units required under the vesting
rules above will apply effective as of the date of such change of control. In
addition, if a termination of employment occurs before the date of such change
of control, the termination provisions described above will also apply.
ITEM 9.01. Financial Statements and Exhibits.
(c) Exhibit 10.1 Form of Terms and Conditions of Option Grant Under the
Monsanto Company Long-Term Incentive Plan, as amended and restated, as of
October 2004 (incorporated by reference to Exhibit 10.16.2 of the Form 10-K
for the period ended August 31, 2004, File No. 1-16767).
Exhibit 10.2 Form of Terms and Conditions of Restricted Stock Unit Grant
Under the Monsanto Company Long-Term Incentive Plan, as amended and
restated, as of October 2004 (incorporated by reference to Exhibit 10.16.4
of the Form 10-K for the period ended August 31, 2004, File No. 1-16767).
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: November 4, 2004
MONSANTO COMPANY
By: /s/ Jennifer L. Woods
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Name: Jennifer L. Woods
Title: Assistant Secretary
EXHIBIT INDEX
Exhibit
Number Description
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10.1 Form of Terms and Conditions of Option Grant Under the
Monsanto Company Long-Term Incentive Plan, as amended and
restated, as of October 2004 (incorporated by reference to Exhibit
10.16.2 of the Form 10-K for the period ended August 31, 2004,
File No. 1-16767).
10.2 Form of Terms and Conditions of Restricted Stock Unit Grant
Under the Monsanto Company Long-Term Incentive Plan, as
amended and restated, as of October 2004 (incorporated by
reference to Exhibit 10.16.4 of the Form 10-K for the period ended
August 31, 2004, File No. 1-16767).