EXHIBIT 4.1
MONSANTO COMPANY
ERISA PARITY SAVINGS AND INVESTMENT PLAN
(Amended and Restated Effective August 13, 2002)
SECTION 1.
PURPOSE
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Pharmacia Corporation (formerly known as Monsanto Company) ("PHARMACIA") has
sponsored the Pharmacia Corporation ERISA Parity Savings and Investment Plan
(formerly known as the Monsanto Company ERISA Parity Savings and Investment
Plan) (the "PHARMACIA PARITY PLAN") to provide certain federal income tax
deferral opportunities and retirement benefits to certain participants and their
beneficiaries under the Pharmacia Savings and Investment Plan (formerly known as
the Monsanto Savings and Investment Plan) (the "PHARMACIA SIP PLAN"). Prior to
July 1, 2001 (the "EFFECTIVE DATE"), eligible employees of Monsanto Company (the
"COMPANY") and its subsidiaries participated in the Pharmacia SIP Plan and the
Pharmacia Parity Plan.
As of the Effective Date, the Pharmacia SIP Plan was split into two separate
plans: (1) the Monsanto Savings and Investment Plan, as it may be amended from
time to time (the "SIP PLAN") which is sponsored by the Company and provides
savings opportunities and retirement income to eligible employees of the Company
and certain of its subsidiaries, and (2) the continuing Pharmacia Savings and
Investment Plan (the "PHARMACIA SIP PLAN") which continues to be sponsored by
Pharmacia and provides savings opportunities and retirement income to eligible
employees of Pharmacia and certain of its subsidiaries and affiliates (exclusive
of the Company and its subsidiaries).
Effective as of the Effective Date, employees of the Company and its
subsidiaries ceased to be eligible to continue active participation in the
Pharmacia SIP Plan and the Pharmacia Parity Plan. Effective as of the Effective
Date, the Monsanto Company ERISA Parity Savings and Investment Plan (the "PLAN")
was established by the Company as a successor to the Pharmacia Parity Plan to
provide certain federal income tax deferral opportunities and retirement
benefits to certain Participants and their beneficiaries under the SIP Plan
following the Effective Date.
The Plan is intended to be an unfunded plan of deferred compensation and an
"excess benefit plan" as defined by Sections 3(36) and 4(b)(5) of the Employee
Retirement Income Security Act of 1974 ("ERISA"). The purpose of this Plan is
solely to provide Participants and their beneficiaries under the SIP Plan with:
A. the right to defer federal income taxation on the portion of their Eligible
Earnings that could have been contributed to the SIP Plan but for the
limitations placed on the Annual Additions to the SIP Plan by Section
415(c)(1)(A) of the Internal Revenue Code of 1986 or any successor thereto,
all as amended from time to time ("CODE"), and the limitations on the
maximum amount of compensation that may be considered in determining the
Annual Additions of the Participant under Section 401(a)(17) of the Code;
and
B. the right to receive an amount equal to the amount which would be
distributable from the SIP Plan at retirement, termination of employment,
death or disability, but for the limitations placed on the Annual Additions
to the SIP Plan by Section 415(c)(1)(A) of the Code ("SECTION 415
LIMITATION"), and the limitations on the maximum amount of compensation
which may be considered in determining the Annual Addition of the
Participant under Section 401(a)(17) of the Code ("COMPENSATION
LIMITATION"), less the amounts actually distributed to the Participant or
his beneficiaries from the SIP Plan.
SECTION 2.
EFFECTIVE DATE
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This Plan was established effective as of July 1, 2001. The Plan has been
amended and restated as set forth herein effective as of August 13, 2002, and
shall be effective as so amended and restated, with respect to Participants who
perform an Hour of Service for an Employer on or after such date.
SECTION 3.
DEFINITIONS
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3.1 Except as defined otherwise herein, all words with initial capitals shall
have the same meaning as in the SIP Plan, whether or not such words are
capitalized in the SIP Plan.
3.2 (a) "ELIGIBLE EARNINGS" shall have the same meaning as in the SIP Plan
except that Eligible Earnings shall also include amounts in excess of
the Compensation Limitation.
(b) "EXCESS CONTRIBUTION" shall mean any Before-Tax Contribution,
After-Tax Contribution or Employer Matching Contribution (whether
considered individually or in any combination thereof) which if
contributed by a SIP Participant or an Employer to the SIP Plan would
either: (1) constitute an Annual Addition in excess of the Section 415
Limitation or (2) be precluded solely because of the Compensation
Limitation.
(c) "PARITY PENSION PLAN" shall mean the plan currently known as the
Monsanto Company ERISA Parity Pension Plan, as amended and restated
from time to time, or any successor thereto.
(d) "PARTICIPANT" shall mean an employee of an Employer who is a SIP
Participant, whose participation in the SIP Plan is limited by either
(1) the Section 415 Limitation or (2) the Compensation Limitation, who
has elected to participate in this Plan in accordance with Section 4.1
and for whom benefits under this Plan will be accrued.
(e) "SIP PARTICIPANT" shall mean a participant in the SIP Plan to the
extent of his participation in that plan.
SECTION 4.
ADDITIONS TO THE PLAN
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4.1 PARTICIPATION. Participation in this Plan shall be governed by the
following provisions of this Section 4.1.
(a) PARTICIPANTS IN PHARMACIA PARITY PLAN. Each employee of an Employer
who (i) was a participant in the Pharmacia Parity Plan immediately
prior to the Effective Date (a "PHARMACIA PARITY PLAN PARTICIPANT")
and (ii) becomes a SIP Participant as of the Effective Date shall
thereupon become a Participant in this Plan. Each such Participant's
deferral election in effect under the Pharmacia Parity Plan
immediately prior to the Effective Date shall be deemed a valid
deferral election under this Plan unless and until revoked or modified
by the Participant in accordance with the provisions of this Plan.
(b) OTHER SIP PARTICIPANTS. Participation in this Plan on or after the
Effective Date by a SIP Participant who was not a Pharmacia Parity
Plan Participant shall be governed by this Section 4.1(b).
Except as provided below, prior to the beginning of the calendar year
in which it is estimated that Excess Contributions would be made to
the SIP Plan by or on behalf of a SIP Participant, the Company shall
notify the SIP Participant that some or all of his contributions to
the SIP Plan, or those made on his behalf, shall cease as of the
earlier of (1) the date such contributions equal the Section 415
Limitation or (2) the date his Eligible Earnings equal the
Compensation Limitation. Such a SIP Participant shall have the right
to elect in writing to defer receipt of the portion of his Eligible
Earnings that would constitute Excess Contributions. If the
Participant elects to defer receipt of such portion of his Eligible
Earnings, additions to this Plan shall be made as specified in Section
4.2 hereof. Once made, the election shall remain in effect until
revoked or modified by the Participant.
The election shall be made in a manner prescribed by the Employee
Benefits Plans Committee of the Company ("EBPC"). In the case of a SIP
Participant for whom it was not foreseen that he would become a
Participant prior to the year in which Excess Contributions would be
made to the SIP Plan by or on behalf of the SIP Participant, the
required election shall be made at such a time and in such a manner as
specified by the EBPC but such election shall in all such cases be
made prior to any payroll period to which the deferral of Eligible
Earnings relates.
(c) REVOCATION OR MODIFICATION OF ELECTION. If a Participant revokes or
modifies his election to participate in this Plan, his revocation or
modification must be submitted to the Secretary of the EBPC in writing
prior to the beginning of the month in which the revocation or
modification is to take effect. If a Participant revokes his election
to participate in this Plan, he may not re-enroll as an active
Participant during the remainder of the calendar year in which his
revocation takes place. Any election by a Participant to re-enroll as
an active Participant must be submitted in writing to the Secretary of
the EBPC prior to the beginning of the calendar year in which he
wishes to re-enroll.
4.2 TREATMENT OF A PARTICIPANT'S EXCESS CONTRIBUTIONS. When a Participant's
Before-Tax Contributions or After-Tax Contributions made on his behalf by
an Employer would become Excess Contributions (hereinafter individually,
collectively or in any combination thereof referred to as "EMPLOYEE EXCESS
CONTRIBUTIONS"), no further Before-Tax or After-Tax Contributions shall be
made to the SIP Plan for that Plan Year. If the SIP Participant elects to
participate in this Plan, his Eligible Earnings shall be reduced by the
amount of such Employee Excess Contributions, and there shall be
established in the name of the Participant a reserve on the financial
records of the Company equal to the amounts of such Employee Excess
Contributions. For each Participant as of the Effective Date who was a
Pharmacia Parity Plan Participant, there shall also be credited to the
reserve established under this Section 4.2 as of the Effective Date, the
balance to the credit of such Participant as of the Effective Date under
the employee excess contributions reserve established on the financial
records of Pharmacia pursuant to section 4.2 of the Pharmacia Parity Plan.
The reserve for each Participant shall be credited and charged with the
dividends, income, gains and losses, and adjusted for stock splits, stock
dividends, recapitalizations, consolidations or other changes in
capitalization, as the case may be, that such amount would have been
credited, charged with or adjusted for, if such amount had been invested in
the Investment Funds, Pre-Mixed Portfolios, Pharmacia Stock Fund and
Chemical Stock Fund of the SIP Plan in the same proportion as the
Participant's Participant Accounts under the SIP Plan, except as provided
in Section 5.2.
Notwithstanding the foregoing, if the application of this Section would
result in a violation of the federal securities laws with respect to the
Company Stock Fund, the reserve shall be credited and charged with the
income, gains and losses with respect to such amount that would have been
credited and charged had such amount been contributed to the Growth and
Income Equity Investment Fund not the Company Stock Fund.
4.3 TREATMENT OF AN EMPLOYER'S EXCESS CONTRIBUTIONS. When Employer Matching
Contributions on behalf of a SIP Participant would become Excess
Contributions ("EMPLOYER EXCESS CONTRIBUTIONS"), no further Employer
Matching Contributions shall be made to the SIP Plan for that Plan Year. If
the SIP Participant elects to participate in this Plan, there shall be
established a reserve in the name of the Participant on the financial
records of the Company to which shall be credited an amount equal to the
amount of such Employer Excess Contributions. For each Participant as of
the Effective Date who was a Pharmacia Parity Plan Participant, there shall
also be credited to the reserve established under this Section 4.3 as of
the Effective Date, the balance to the credit of such Participant as of the
Effective Date under the employer excess contributions reserve established
on the financial records of Pharmacia pursuant to section 4.3 of the
Pharmacia Parity Plan.
This reserve shall be credited and charged with the gains and losses,
dividends and income, and adjusted for stock splits, stock dividends,
recapitalizations, consolidations or other changes in capitalization, as
the case may be, that would have taken place had such amount been invested
in the Investment Funds, Pre-Mixed Portfolios, Employer Company Stock
Sub-Fund, Pharmacia Stock Fund and Chemical Stock Fund of the SIP Plan in
the same manner as the Participant's Employer Matching Account under the
SIP Plan, except as provided in Section 5.2.
SECTION 5.
OPERATION
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5.1 CHANGE IN FUTURE ADDITIONS. When a Participant changes his Investment
Election for future contributions under the SIP Plan, a corresponding
change shall be made in the calculation of future adjustments to the
Participant's reserves established for Employee Excess Contributions under
this Plan.
5.2 CHANGE IN PAST ADDITIONS. When a Participant makes a transfer out of the
Employer Company Stock Sub-Fund, Pharmacia Stock Fund or Chemical Stock
Fund or between Investment Funds and/or Pre-Mixed Portfolios in the SIP
Plan, excluding any such transfer made by specifying the specific dollar
amount to be transferred, a corresponding change shall be made in the
calculation of future adjustments to the Participant's reserves for Excess
Contributions under this Plan.
5.3 BENEFICIARY DESIGNATION. Except as provided in Section 6.2(e) below, the
beneficiary designation in effect for the Participant under the SIP Plan
shall govern to whom distributions are to be made from this Plan in the
event the Participant dies prior to receipt of the amounts due him under
this Plan. In the event that a Participant fails to designate a beneficiary
under the SIP Plan or the designated beneficiary under the SIP Plan
predeceases the Participant, the Participant's reserves shall be paid to
the deceased Participant's estate.
5.4 LOANS PROHIBITED. No loans shall be permitted to any Participant of any
amounts reserved by the Company for his account under this Plan. No amount
reserved by the Company for a Participant under this Plan shall be
considered as part of the Participant's SIP Plan Accounts for purposes of
determining the maximum amounts that can be borrowed from the SIP Plan.
5.5 VESTING. A Participant's interest in the Employee Excess Contributions
reserves established for him shall be nonforfeitable. A Participant's
interest in the Employer Excess Contributions reserves established for him
shall become nonforfeitable at such times and in such percentages as they
would have if they had been made to the SIP Plan. Notwithstanding the
foregoing, even though a Participant's interests in this Plan shall become
nonforfeitable, he shall still remain a general creditor of the Company
with respect to such reserves and shall not have any security or other
interest in any assets of the Company, or any other Employer, due to or
arising from the fact that any portion of his interest in the reserve is
nonforfeitable.
5.6 SIP PLAN PERCENTAGE OF ELIGIBLE EARNINGS CHANGES. A Participant may change
the portion of his Eligible Earnings that will be deferred under this Plan
by changing the percentage of his Eligible Earnings he wishes to contribute
to SIP. The change (including the effective date of the change) shall be
governed by the relevant SIP Plan provisions.
SECTION 6.
DISTRIBUTION
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6.1 DISTRIBUTION AT TERMINATION. Nonforfeitable amounts reserved for a
Participant shall not be paid until a Participant terminates employment.
The value of the Participant's nonforfeitable reserves under this Plan
shall be determined at the same time and in the same manner that the value
of the Participant's SIP Accounts are determined. Unless a Participant has
been granted a Deferral Request under Section 6.2 below, the value of the
Participant's nonforfeitable reserves shall be paid to him, or his
beneficiaries, in cash as soon as administratively feasible after the first
January 1 or July 1 that is at least six months after the Participant's
termination or death.
6.2 DEFERRAL REQUEST. A Participant who terminates employment from the
Employers and all Affiliates may request that the Company defer
distribution of the amounts accrued hereunder as provided below. Such a
request shall hereinafter be referred to as a "DEFERRAL REQUEST."
(a) SUBMISSION AND CONSIDERATION. The Deferral Request must be submitted
to the Secretary of the EBPC in writing on forms provided by the
Secretary prior to the Participant's termination of employment. The
request must specify the Deferral Period (as defined in subparagraph
6.2(c) below) and the Payment Form (as defined in subparagraph 6.2(f)
below) requested by the Participant. Except as otherwise provided in
this paragraph, the EBPC shall, in the exercise of its sole
discretion, determine within a reasonable period of time if the
Deferral Request should be granted, and its decision shall be final
and binding on all persons. If the EBPC does not approve the Deferral
Request during the thirty day period following the Participant's
termination of employment, it shall be deemed to be denied. The People
and Compensation Committee of the Board of Directors of the Company
("COMPENSATION COMMITTEE")shall review within a reasonable period of
time a Deferral Request submitted by a Participant who is an officer
subject to the reporting requirements of Section 16(a) of the
Securities Exchange Act of 1934, or who is, or at any time within
three months of the submission of the request was, a member of the
EBPC and shall, in the exercise of its sole discretion, determine if
the Deferral Request shall be granted. The decision of the
Compensation Committee shall be final and binding on all persons. If
the Compensation Committee does not approve the Deferral Request
during the thirty day period following the Participant's termination
of employment, it shall be deemed to be denied.
(b) EFFECT OF DECISION. The decision of the applicable committee, to grant
a Deferral Request shall specify the Deferral Period and the Payment
Form. Except as provided in subsections (g) and (h) below, once a
Deferral Request has been submitted, the Deferral Request shall be
irrevocable. A Participant's Deferral Request that was granted under
the Pharmacia Parity Plan shall remain in effect under this Plan.
(c) DETERMINATION OF DEFERRAL PERIOD. Any Deferral Period granted by the
applicable committee shall be a minimum of three years from the first
January 1 or July 1 that is at least six months after the
Participant's termination of employment, except that payment must
begin no later than the date the Participant attains age 70-1/2. The
Deferral Period may, but need not, coincide with the Deferral Period,
if any, granted under the Pension Parity Plan.
(d) ACCRUAL DURING DEFERRAL PERIOD. If a Deferral Request is granted, the
entire amount of all reserves maintained by the Company under this
Plan for the Participant during the Deferral Period shall be credited
with interest at a rate set from time to time by the Internal People
Committee.
(e) BENEFICIARY DESIGNATION. Each Participant who has been granted a
Deferral Request may, from time to time, designate a beneficiary
("DEATH BENEFIT BENEFICIARY") to receive the death benefit payable if
he dies during the Deferral Period and a beneficiary ("PAY STATUS
BENEFICIARY") to receive any death benefit payable if the Participant
dies after he begins receiving his benefits. The Death Benefit
Beneficiary and the Pay Status Beneficiary designations shall be made
in writing on forms provided by the EBPC. Any beneficiary designation
shall be effective only when it is signed, dated and filed by the
Participant with the Secretary of the EBPC. Any beneficiary
designation shall be deemed to be a valid beneficiary designation
unless and until the Participant revokes such beneficiary designation
or makes a new beneficiary designation as provided in this Plan, but
any such change shall be effective only if it is received by the
Secretary of the EBPC prior to the Participant's death. In the event
that a Participant fails to designate a Death Benefit Beneficiary
and/or a Pay Status Beneficiary, or such a designated beneficiary does
not survive the Participant, the Participant's reserves shall be paid
to the deceased Participant's estate. The Participant may designate a
different beneficiary, if any, than he designated under the Parity
Pension Plan. The term "beneficiary" as used in the Plan means the
person or persons, trust(s), estate(s) or other entity(ies) to whom a
deceased Participant's benefits are payable under this section. A
Participant's Death Benefit Beneficiary designation or Pay Status
Beneficiary designation in effect under the Pharmacia Parity Plan
immediately prior to the Effective Date shall be deemed a valid
beneficiary designation under this Plan unless and until the
Participant revokes such beneficiary designation or makes a new
beneficiary designation as provided in this Plan.
(f) PAYMENT FORM. As part of his Deferral Request, the Participant shall
request that at the end of the Deferral Period, the Participant's
Deferred Excess Contributions shall be paid pursuant to one of the
Deferred Payment Forms specified in the Parity Pension Plan. The
Deferred Payment Forms provisions of the Parity Pension Plan are
hereby incorporated by reference and made a part hereof.
(g) DEATH OF PARTICIPANT. In the event that a Participant who has been
granted a Deferral Request dies prior to termination of employment,
the Deferral Request shall be cancelled, and the Participant's
reserves shall be paid to the beneficiary designated under Section
6.2(e) hereof in cash as soon as administratively feasible after the
January 1 or July 1 that is at least six months after the
Participant's death. When the applicable committee grants a Deferral
Request, it shall require as a term and condition of the grant that
the Deferral Request will only become effective if the Participant
lives until his termination of employment.
In the event that a Participant who has been granted a Deferral
Request dies during the Deferral Period, his reserves shall be paid to
his designated Death Benefit Beneficiary in 60 equal monthly
installments commencing on the first day of the month following the
month in which the Participant dies.
(h) FINANCIAL EMERGENCY DISTRIBUTION. In the event that a Participant who
has been granted a Deferral Request incurs a severe, unforeseeable
financial emergency either after his termination of employment or
after payment has begun, such Participant may request from the EBPC or
Compensation Committee, as applicable, an emergency distribution of
the amount necessary to satisfy the financial emergency. The
applicable committee shall have sole authority to determine if a
financial emergency exists and the amount of the distribution
necessary to meet the emergency. The decision of the applicable
committee shall be final and binding upon all parties. The applicable
committee may determine that a severe financial hardship exists only
if the distribution is necessary in light of immediate and heavy
financial needs of the Participant which cannot be met from the other
financial sources available to the Participant and if disallowance of
the accelerated distribution would result in a severe financial
hardship to the Participant. Amounts which are distributed under this
provision will reduce the Participant's benefit.
SECTION 7.
SOURCE OF PAYMENTS
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All amounts due under this Plan and any expenses of administration shall be
payable solely from the general assets of the Employers. The establishment of
this Plan, and the operation thereof, shall not be deemed to create a trust. No
Participant shall have any security or other interest in any assets of the
Employers due to or arising from his participation in this Plan.
SECTION 8.
ADMINISTRATION
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Except as otherwise provided herein, the EBPC shall administer this Plan which
shall be generally governed by the rules and provisions of the SIP Plan, except
those portions of such SIP Plan which conflict herewith. The EBPC may, however,
adopt such rules as it may deem necessary, desirable and appropriate to
administer this Plan. The decisions of the EBPC, including but not limited to
interpretations and determinations of amounts due under this Plan, shall be
final and binding on all parties. Notwithstanding anything herein to the
contrary, the EBPC may delegate any of its authority, duties or responsibilities
under this Plan to any other person, including the Company and its officers,
employees or agents. Such a delegation shall be in writing and shall specify the
identity of the delegate and the responsibilities delegated to such person.
SECTION 9.
LIMITATIONS ON PAYMENTS
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Except as may be required by the federal income tax withholding provisions of
the Code, by an applicable state's income tax act, or by an applicable city,
county or municipality's earnings or income tax act, the interests of
Participants and their designated beneficiaries under this Plan are not subject
to the claims of their creditors and may not be voluntarily or involuntarily
sold, transferred, alienated, assigned, pledged, anticipated, or encumbered. Any
attempt by a Participant, his beneficiary, or any other person or entity to
sell, transfer, alienate, assign, pledge, anticipate, encumber, charge or
otherwise dispose of any right to benefits payable hereunder shall be void. The
Company may cancel and refuse to pay any portion of a benefit which is sold,
transferred, alienated, assigned, pledged, anticipated or encumbered.
SECTION 10.
AMENDMENT AND TERMINATION
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The Company retains the right to amend this Plan at any time and from time to
time through action of either the Compensation Committee or its delegate. The
Company retains the right to terminate this Plan at any time through action of
the Compensation Committee.
SECTION 11.
GENERAL PROVISIONS
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11.1 FACILITY OF PAYMENT. When a person entitled to a distribution under this
Plan is under a legal disability, or, in the opinion of the EBPC, is in any
way incapacitated and unable to manage his financial affairs, the EBPC may
direct that the distribution to which such person otherwise would be
entitled shall be made to such person's legal representative(s) or to a
relative or friend of such person for such person's benefit, or the EBPC
may direct the application of such distribution for the benefit of such
person.
11.2 ABSENCE OF GUARANTY. The EBPC, the Compensation Committee and the Employers
do not in any way guarantee any payment to any person.
11.3 EMPLOYMENT RIGHTS. This Plan does not constitute a contract of employment,
and participation in the Plan will not give any Participant the right to be
retained in the employment of any Employer or Affiliate.
11.4 GENDER AND NUMBER. Where the context admits, words denoting the masculine
gender shall include the feminine and neuter genders, the singular shall
include the plural, and the plural shall include the singular.
11.5 HEADINGS. Section headings and titles are for reference only. In the event
of a conflict between a title and the content of a section, the content of
the section shall control.
11.6 SUCCESSORS. The provisions of this Plan shall be binding upon the Company,
the Employers and successors and assigns of any of them and upon the
Participant and his heirs, beneficiaries, estates and legal
representatives.
11.7 CONTROLLING STATE LAW. To the extent not superseded by the laws of the
United States, the laws of the State of Missouri, determined without regard
to its conflict of law rules, shall be controlling in all matters relating
to this Plan.
11.8 SEVERABILITY. In case any provision of this Plan shall be held illegal or
invalid for any reason, such illegality or invalidity shall not affect the
remaining provisions of the Plan, and this Plan shall be construed and
enforced as if such illegal and invalid provisions had never been set forth
in the Plan.