EXHIBIT 10.22.2
[GRAPHIC]
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Monsanto Company
Senior Vice President ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Human Resources & ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Corporate Services Phone (▇▇▇)▇▇▇-▇▇▇▇
Fax (▇▇▇) ▇▇▇-▇▇▇▇
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▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇
May 29, 2003
▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇ III
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Re: Amendment to Consulting Agreement
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Dear ▇▇▇▇▇:
Reference is made to that certain letter agreement dated July 13, 2000 by and
between Monsanto Company (the "Company") and you regarding your providing
Consulting Services to the Company (the "July 2000 Letter Agreement"), as
amended by that certain letter agreement dated February 24, 2003 by and between
the Company and you (the "February 2003 Letter Agreement). Capitalized terms
used in this letter agreement but not defined or otherwise amended herein shall
have the meaning ascribed to such terms in the July 2000 Letter Agreement, as
amended by the February 2003 Letter Agreement (sometimes collectively called the
"Consulting Agreement").
1. Termination of Interim CEO Consulting Period. This letter confirms that the
Board of Directors of the Company (the "Board") elected ▇▇▇▇ ▇▇▇▇▇ to serve as
President and Chief Executive Officer of the Company, effective as of the date
hereof. Accordingly, pursuant to the provisions of Paragraph 2 of the February
2003 Letter Agreement, the Interim CEO Consulting Period will terminate at the
end of today.
2. Extension of Consulting Term. It is recognized that pursuant to the
provisions of Paragraph 2 of the February 2003 Letter Agreement, the termination
date of the Consulting Term under the July 2000 Letter Agreement was extended to
May 29, 2003. Notwithstanding anything to the contrary set forth in the
Consulting Agreement, it is hereby agreed that the expiration date of the
Consulting Term under the July 2000 Letter Agreement shall extend through the
earlier of the date of the annual meeting of shareowners of the Company
occurring in 2004 (the "2004 Annual Meeting") or the date of your termination of
service as Chairman of the Board. For purposes of this letter agreement, the
term "Extended Consulting Term" means the period during which you shall provide
Consulting Services (as described in Paragraph 4 hereof) between May 30, 2003
and the extended termination date of the Consulting Term.
3. Early Termination of Extended Consulting Term. The Company or you shall have
the right to terminate the Consulting Term prior to the expiration thereof upon
30 business days' advance written notice to the other party. Except as provided
below, in the event of such an early termination of the Consulting Term, the
Company's sole liability shall be to make the payments due pursuant to Paragraph
5 hereof for Consulting Services provided by you prior to the effective date of
such early termination and for which payment has not already been made. If the
Consulting Term is terminated by the Company other than as the result of or in
connection with the breach by you of any of your obligations hereunder, then the
Company shall also pay to you an amount equal to the Extended Consulting Fees
(as that term is defined in Paragraph 5 hereof) you would have earned had the
early termination of the Consulting Term not occurred. Such amount will be
payable to you in monthly installments beginning as of the last day of the month
in which such early termination of the Consulting Term occurs, with the final
payment being due and payable on the last day of the month in which the earlier
of the 2004 Annual Meeting or the date of your termination of service as
Chairman of the Board occurs.
4. Description of Consulting Services. During the Extended Consulting Term, the
Consulting Services shall include only those services described in Paragraph 2
of the July 2000 Letter Agreement.
5. Compensation For Consulting Services During Extended Consulting Term. As
compensation for the Consulting Services during the Extended Consulting Term,
the Company will pay to you $400,000 on an annualized basis, less the Retainer
Amounts (the "Extended Consulting Fees"). The Extended Consulting Fees shall be
payable monthly, in arrears, as of the last day of each calendar month during
the Extended Consulting Term, with the first such payment being due and payable
as of June 30, 2003. Additionally, notwithstanding any provision in the
Consulting Agreement to the contrary, all Consulting Fees, Additional Monthly
Consulting Fees, and accrued interest thereon credited to the Account as of the
date hereof shall be paid to you in one lump sum as soon as is practicable. In
the event you should die or become unable to render the Consulting Services
described in Paragraph 4 hereof because of your permanent disability, then the
Company shall continue to pay you (or your designated beneficiary, or if you
have not designated a beneficiary, your estate) an amount equal to the Extended
Consulting Fees (calculated taking into account such Retainer Amounts as are
reasonably projected to be paid to you) on a monthly basis through the date of
the 2004 Annual Meeting.
You will continue to be eligible for a bonus payment for your services as
Interim CEO as described in Paragraph 3.a. of the February 2003 Letter
Agreement. In addition, the Company shall continue to reimburse you for your
customary and reasonable out-of-pocket expenses incurred in performing the
Consulting Services during the Extended Consulting Term, upon presentation of
appropriate documentation thereof.
Except for the modifications contained in this letter agreement, all other
terms, conditions and covenants contained in the Consulting Agreement shall
remain unchanged and in full force and effect, and are hereby ratified and
confirmed.
Very truly yours,
MONSANTO COMPANY
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
Senior Vice President, Human Resources and
Corporate Services
ACCEPTED AND AGREED TO
this 29th day of May, 2003
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ III
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▇▇▇▇▇ ▇. ▇▇▇▇▇ III