Second Trigger

Second Trigger. The occurrence, during the one-year period immediately following - -------------- a Pharmacia Change of Control, of one of the following: (a) more than half of the members of the Monsanto Leadership Team are terminated by the Company without Cause or terminate their own employment for Good Reason, as those terms are defined in their respective Change-of-Control Employment Security Agreements; (b) the headquarters of the Company is relocated by more than 35 miles from its location immediately... before the Pharmacia Change of Control, or a plan to effect such a relocation is publicly announced; (c) it is publicly announced that Pharmacia intends to take steps that will result in its ceasing to beneficially own a majority of the then-outstanding Shares or that would otherwise result in a Monsanto Change of Control, and such steps have not previously been approved by a majority of the members of the Monsanto Leadership Team. View More