Average Pre-Change-of-Control Annual Bonus

Average Pre-Change-of-Control Annual Bonus. A bonus amount based upon the Executive's average annual bonuses earned for fiscal years beginning before the date of the Change of Control under the Company's annual incentive program as in effect from time to time, calculated as follows. If, as of the date of the Change of Control, the Executive has been employed by the Company and the Affiliated Companies and Pharmacia Corporation (formerly known as Monsanto Company) and its subsidiaries for at least the most recent three full fiscal years... ending on or before the date of the Change of Control, and was eligible to earn an annual bonus under such programs for each such fiscal year, then the Average Pre-Change-of-Control Annual Bonus means the average of the annual bonuses earned by the Executive for each of such fiscal years. If, as of the date of the Change of Control, the Executive has been employed by the Company and the Affiliated Companies and Pharmacia Corporation and its subsidiaries for less than the most recent three full fiscal years ending on or before the date of the Change of Control, or was not eligible to earn an annual bonus under such programs for each such fiscal year, then the Average Pre-Change-of-Control Annual Bonus means the average of the annual bonuses earned by the Executive for each of such fiscal years for which the Executive was eligible to earn such an annual bonus. If the Executive earned an annual bonus under such programs for a period of less than 12 months, the amount of such annual bonus shall be annualized for purposes of determining the Average Pre-Change-of-Control Annual Bonus. If the Executive was not eligible to earn such an annual bonus for any fiscal year ending on or before the date of the Change of Control, then the Average Pre-Change-of-Control Annual Bonus shall be deemed to equal the Executive's target annual bonus as in effect immediately before the date of the Change of Control View More