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
AUGUST 14, 2006
Date of Report (Date of earliest event reported)
DELTA AND PINE LAND COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 000-21788 62-1040440
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation or
organization)
One Cotton Row, Scott, Mississippi 38772
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (662) 742-4000
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 obligation of the registrant 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)
|X| 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 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Delta and Pine Land Company, a Delaware corporation ("D&PL" or the
"Company"), has entered into an Agreement and Plan of Merger, dated as of
August 14, 2006, by and among Monsanto Company, a Delaware corporation
("Monsanto"), Monsanto Sub, Inc., a Delaware corporation and a wholly owned
subsidiary of Monsanto (the "Merger Sub"), and the Company (the "Merger
Agreement"), providing for the merger of the Merger Sub with and into the
Company, with the Company continuing as the surviving corporation.
Pursuant to the terms of the Merger Agreement, the Company's stockholders
will receive, upon completion of the merger, $42.00 in cash, without
interest, for each issued and outstanding share of common stock.
The board of directors of D&PL has unanimously approved the Merger
Agreement. D&PL, Monsanto and the Merger Sub have made customary
representations, warranties and covenants in the Merger Agreement.
Consummation of the merger is subject to customary closing conditions,
including (i) approval of the Merger Agreement by the stockholders of the
Company in accordance with the Delaware General Corporation Law and the
Restated Certificate of Incorporation of the Company and (ii) expiration or
termination of the Hart-Scott-Rodino waiting period. The Merger Agreement
is not conditioned on the approval of the merger by Monsanto shareholders.
The Merger Agreement does not permit the Company to solicit other
acquisition proposals. The Company is permitted to respond to an
unsolicited acquisition proposal from a credible third party that is not
subject to material financing uncertainties and that the Company's board of
directors determines in good faith, after consultation with its outside
legal counsel and financial advisor, is, or could reasonably result in, a
proposal that is more favorable to the stockholders of the Company than the
merger (a "Superior Proposal"). Subject to the terms of the Merger
Agreement, the board of directors of D&PL may terminate the Merger
Agreement after furnishing to Monsanto three business days' notice of its
intention to enter into a definitive agreement in respect of a Superior
Proposal and furnishing Monsanto the opportunity to improve the terms of
its offer.
The Merger Agreement provides for the suspension of two litigations between
the Company and Monsanto: (i) Delta and Pine Land Company v. Monsanto
Company, et al, No. 05-M-00015-SCT consolidated with No. 05-M-00016-SCT
(the "Supreme Court Case") and (ii) Delta and Pine Land Company v. Monsanto
Company, et al, Civil Action No. 2000-1 (together with the Supreme Court
Case, the "Litigation").
In the event the Merger Agreement is terminated (1) because it has not been
consummated by the Outside Date (as defined in the Merger Agreement) and at
such time the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act or the competition laws of Spain has not expired or been
terminated or (2) due to any law, regulation, judgment, injunction or other
order or legal restraint, in each case related to antitrust or competition
matters, Monsanto will pay D&PL $600,000,000 (the "Antitrust Termination
Payment"). The parties have agreed to dismiss the Litigation with prejudice
in the event the Merger Agreement is terminated (1) in the circumstances
described in the immediately preceding sentence; (2) by the Company due to
a breach of a covenant by Monsanto and, in such circumstances, Monsanto
will be required to pay to the Company $600,000,000, (3) by Monsanto for a
breach of a covenant by D&PL; (4) by Monsanto upon the Company's board of
directors approving, recommending or endorsing any Acquisition Transaction
(as defined in the Merger Agreement) other than the merger contemplated by
the Merger Agreement; or (5) by the Company to enter into an agreement for
a transaction that constitutes a Superior Proposal, and, in the case of
termination pursuant to clauses (4) and (5), no termination or similar fee
will be payable by D&PL in connection therewith.
The parties and their affiliates also entered into: Settlement Agreement I,
among D&PL, D&M International LLC, D&PL International Technology Corp., and
Monsanto; Settlement Agreement II, among D&PL, D&M Partners, and Monsanto;
and the Arbitration Settlement Agreement, among D&PL, D&M Partners, and
Monsanto (collectively, the "Settlement Agreements"). The purpose of the
Settlement Agreements was to resolve or stay six arbitrations and
litigations and numerous other commercial disputes between the parties.
The foregoing summary of the Settlement Agreements and the Merger Agreement
and the transactions contemplated thereby do not purport to be complete and
are subject to, and qualified in their entirety by, the full text of the
Merger Agreement and the Settlement Agreements attached as Exhibits 2.1,
10.1, 10.2 and 10.3 and incorporated herein by reference.
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT
IN CONNECTION WITH THE PROPOSED MERGER, D&PL WILL FILE A PROXY STATEMENT
WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC"). INVESTORS ARE
URGED TO READ THE PROXY STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS
TO IT) BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors may obtain
free copies of the proxy statement when it becomes available, as well as
other filings containing information about D&PL, without charge, at the
SEC's Internet site (www.sec.gov). These documents may also be obtained for
free from D&PL's Investor Relations web site (www.deltaandpine.com) or by
directing a request to D&PL at: Delta and Pine Land Company, Corporate
Offices, P.O. Box 157, Scott, MS 38772.
D&PL and its respective directors and executive officers and other members
of management and employees are potential participants in the solicitation
of proxies from D&PL's stockholders in respect of the proposed transaction.
Information regarding D&PL's directors and executive officers is available
in D&PL's proxy statement for its 2006 annual meeting of stockholders,
filed with the SEC on November 29, 2005. Additional information regarding
the interests of such potential participants in the proposed transaction
will be included in the proxy statement to be filed with the SEC in
connection with the proposed transaction.
SECTION 8 - OTHER EVENTS
ITEM 8.01 OTHER EVENTS.
Employment and Severance Protection Agreements
----------------------------------------------
On August 13, 2006, the Board of Directors of the Company approved an
amended and restated employment agreement with W.T. Jagodinski, the
Company's President and Chief Executive Officer (the "Amended Employment
Agreement"). The Amended Employment Agreement will amend and restate the
employment agreement between the Company and Mr. Jagodinski dated September
1, 1997, as modified by a letter agreement dated January 14, 1998 (the
"Prior Employment Agreement").
The term of the Amended Employment Agreement, which is the same as
that of the Prior Employment Agreement, is for a two year period that
renews each day unless either party gives prior written notice of the
intention to terminate the automatic extensions. Except as the result of a
Change in Control or in anticipation of a Change in Control (as such terms
are defined in the Amended Employment Agreement), either party can
terminate the Amended Employment Agreement upon three months notice (the
Company may also terminate the Amended Employment Agreement upon thirty
days notice if Mr. Jagodinski is unable to perform his duties due to
illness or incapacity for a continuous period of six months or for a total
of eight months or more during any twelve month period).
The Prior Employment Agreement provided for an annual base salary of
$150,000, as may be increased by the Board of Directors of the Company and
which may not be decreased, and eligibility to receive a bonus consistent
with standard practices of the Company in paying bonuses to other executive
officers. Under the Amended Employment Agreement, Mr. Jagodinski is subject
to the same compensation provisions except that his base salary is listed
at $400,000, which is the level to which the Board of Directors had
previously increased his base salary. Mr. Jagodinski will also have the
same entitlement to health and welfare, retirement and fringe benefits
under the Amended Employment Agreement as provided in the Prior Employment
Agreement, including use of a Company-provided vehicle.
Pursuant to the Prior Employment Agreement, following a Change in
Control or in Anticipation of a Change in Control, if Mr. Jagodinski
terminated employment for any reason or if the Company terminates Mr.
Jagodinski other than for cause or disability (as such terms are defined in
the Prior Employment Agreement), he would be entitled to receive (1) an
amount equal to the largest base salary and bonus paid over the previous
five calendar years, (2) twelve monthly payments equal, in the aggregate,
to one half of his largest base salary and bonus paid over the previous
five calendar years, (3) an amount equal to twenty percent of his largest
base salary and bonus paid over the previous five calendar years for
purposes of obtaining outplacement services, (4) continuation of health and
welfare benefits, at the Company's cost (in addition to the right to COBRA
coverage) for twenty-four months following the date of the termination, (5)
continued use of a Company-provided cellular phone, secretarial assistance,
voice mailbox, mail drop service and vehicle for twenty-four months
following the date of the termination, (6) continued coverage under
directors and officers liability insurance policy for at least thirty-six
months and (7) the right to a cash payment in lieu of receiving shares of
Company stock for exercisable options that Mr. Jagodinski elects to
surrender.
Pursuant to the Amended Employment Agreement, if Mr. Jagodinski is
employed by the Company at the time of a Change in Control or has been
terminated by the Company in Anticipation of a Change in Control, then upon
a Change in Control, Mr. Jagodinski will be entitled to receive (1) an
amount equal to earned but unpaid base salary plus a pro rata portion of
his highest bonus earned in any of the five prior fiscal years, (2) an
amount equal to three times base salary (determined at the time of the
Change in Control) plus his highest bonus earned in any of the five prior
fiscal years, (3) an amount equal to twenty percent of the sum of base
salary (determined at the time of the Change in Control) plus his highest
bonus earned in any of the five prior fiscal years for purposes of
obtaining accounting services, (4) the value of the excess of Mr.
Jagodinski's benefit under the Company Retirement Plan if he were to be
credited with an additional three years of service and his actual benefit
at the time of the Change in Control, (5) continuation of health and
welfare benefits at the Company's cost (in addition to the right to COBRA
coverage) for thirty-six months following the date of the Change in
Control, (6) continued use of a Company-provided cellular phone,
secretarial assistance, voice mailbox, mail drop service, laptop computer,
email account and vehicle and continued coverage under directors and
officers liability insurance policy, for thirty-six months after the Change
in Control and (7) the right to a cash payment in lieu of receiving shares
of Company stock for exercisable options that Mr. Jagodinski is required to
surrender.
Under both the Prior Employment Agreement and the Amended Employment
Agreement, Mr. Jagodinski is entitled to receive a gross-up payment for any
income taxes owed with respect to any payments or benefits received upon a
Change in Control such that the amount he retains after tax is equal to the
amount he would have retained had no income tax applied. Under the Prior
Employment Agreement, the income tax gross-up applied to all payments and
benefits except for the payment of one year of base salary and bonus and
the twelve monthly payments equal to one-half of base salary and bonus and,
under the Amended Employment Agreement, the income tax gross-up applies to
all payments and benefits except payment of earned but unpaid base salary
and pro rata bonus and the payments of three times base salary plus his
highest bonus earned in any of the five prior fiscal years.
The Amended Employment Agreement provides that Mr. Jagodinski is also
entitled to receive a gross-up payment with respect to any excise taxes
under Section 4999 of the Internal Revenue Code of 1986, as amended (the
"Code"), incurred with respect to any payments or benefits received from
the Company such that the amount he retains after tax is equal to the
after-tax amount he would have retained had no excise tax applied.
In order to comply with Section 409A of the Code, all amounts payable
under the Amended Employment Agreement before January 1, 2007 will not be
paid earlier than the first business day after December 31, 2006.
Upon his termination of employment for any reason on or following a
Change in Control or in Anticipation of a Change in Control, the Prior
Employment Agreement provided that Mr. Jagodinski would not compete against
the Company for twelve months from the date of termination of employment.
The Amended Employment Agreement contains the same provision except that it
applies for an eighteen month period. For purposes of the non-competition
covenant of the Amended Employment Agreement, Mr. Jagodinski may not engage
or participate in, assist or have an interest in, whether as an officer,
director, partner, owner, employee or otherwise, the operation, management
or conduct of any business or enterprise that engages in the cotton seed
breeding, production and marketing process in the same geographical area
with any line of business in which the Company is now engaged.
The Amended Employment Agreement, as approved by the Board of
Directors of the Company, is attached as Exhibit 99.1 to this Current
Report on Form 8-K and the information set forth therein is incorporated by
reference into this Current Report.
On August 13, 2006, the Board of Directors of the Company approved a
Severance Protection Agreement to be entered into with each of Kenneth
Avery and R.D. Greene that provides that, if the respective executive is
employed by the Company at the time of a Change in Control (as such term is
defined in the agreement) or has been terminated by the Company in
anticipation of a Change in Control, then upon a Change in Control, the
respective executive will be entitled to receive (1) a lump sum payment
equal to (a) earned but unpaid base salary plus a pro rata portion of his
highest bonus earned in any of the five prior fiscal years, (b) three times
base salary (determined at the time of the Change in Control) plus his
highest bonus earned in any of the five prior fiscal years, (c) with
respect to Mr. Greene, thirty percent of the sum of base salary (determined
at the time of the Change in Control) plus his highest bonus earned in any
of the five prior fiscal years and, with respect to Mr. Avery, $30,000, for
purposes of obtaining accounting services and (d) the value of the excess
of the respective executive's benefit under the Company Retirement Plan if
he were to be credited with an additional three years of service and his
actual benefit at the time of the Change in Control, and (2) for thirty-six
months following the date of the Change in Control, (a) continuation of
health and welfare benefits, at the Company's cost (in addition to the
right to COBRA coverage) and (b) continued use of Company-provided
secretarial assistance, voice mailbox, laptop computer, email account, mail
drop service and vehicle.
Under the Severance Protection Agreement, Mr. Greene is entitled to
receive a gross-up payment for any income taxes owed with respect to the
payment made with respect to his obtaining accounting services such that
the amount he retains after tax is equal to the amount he would have
retained had no income tax applied.
The Severance Protection Agreement provides that Messrs. Avery and
Greene are each entitled to receive a gross-up payment on any excise taxes
under Section 4999 of the Code, incurred with respect to any payments or
benefits received from the Company such that the amount he retains after
tax is equal to the after-tax amount he would have retained had no excise
tax applied.
Upon termination of employment for any reason on or following a Change
in Control or in anticipation of a Change in Control, the Severance
Protection Agreement provides that each respective executive agrees not to
compete against the Company for eighteen months from the date of
termination of employment. For purposes of the non-competition covenant of
the Severance Protection Agreement, the respective executive may not engage
or participate in, assist or have an interest in, whether as an officer,
director, partner, owner, employee or otherwise, the operation, management
or conduct of any business or enterprise that engages in the cotton seed
breeding, production and marketing process in the same geographical area
with any line of business in which the Company is now engaged.
The Severance Protection Agreements of Messrs. Avery and Greene, as
approved by the Board of Directors of the Company, are attached as Exhibits
99.2 and 99.3, respectively, to this Current Report on Form 8-K and the
information set forth therein is incorporated by reference into this
Current Report.
On August 13, 2006, the Board of Directors of the Company approved a
Severance Protection Agreement to be entered into with each of Charles
Dismuke, Jr. and William Hugie that provides that, if within twenty-four
months of a Change in Control, the respective executive's employment is
terminated by the Company without Cause and other than due to Disability or
death, or by the executive for Good Reason (as such capitalized terms are
defined in the agreement) or during the thirty-day period following the
first anniversary of the Change in Control, the respective executive will
be entitled to receive (1) a lump sum payment equal to (a) earned but
unpaid base salary plus a pro rata portion of his highest bonus earned in
any of the five prior fiscal years, (b) three times base salary (determined
at the time of the Change in Control or, if greater, the date of
termination of employment) plus his highest bonus earned in any of the five
prior fiscal years, (c) $30,000 for purposes of obtaining outplacement
services and (d) the value of the excess of the respective executive's
benefit under the Company Retirement Plan if he were to be credited with an
additional three years of service and his actual benefit at the time of the
termination, and (2) for thirty-six months following the date of
termination of employment, (a) continuation of health and welfare benefits,
at the Company's cost (in addition to the right to COBRA coverage) and (b)
continued use of a Company-provided secretarial assistance, voice mailbox,
laptop computer, email account, mail drop service and vehicle.
The Severance Protection Agreement provides that Messrs. Dismuke and
Hugie are each entitled to receive a gross-up payment with respect to any
excise taxes under Section 4999 of the Code, incurred with respect to any
payments or benefits received from the Company such that the amount he
retains after tax is equal to the after-tax amount he would have retained
had no excise tax applied.
If Mr. Dismuke or Hugie qualifies as a "specified employee" under
Section 409A of the Code, payments made to the respective executive under
the Severance Protection Agreement may be delayed for six months from the
date of termination of employment.
If, during the term of the Severance Protection Agreement and within
twenty-four months of a Change in Control, Mr. Dismuke's or Hugie's
employment is terminated by the Company for Disability, due to death or by
the executive for other than Good Reason and other than during the
thirty-day period following the first anniversary of the Change in Control,
the respective executive will receive earned but unpaid base salary plus a
pro rata portion of his highest bonus earned in any of the five prior
fiscal years. If either executive is terminated by the Company for Cause,
such executive will only be entitled to earned but unpaid base salary.
Upon termination of employment for any reason on or following a Change
in Control or in anticipation of a Change in Control, the Severance
Protection Agreement provides that each respective executive agrees not to
compete against the Company for eighteen months from the date of
termination of employment. For purposes of the non-competition covenant of
the Severance Protection Agreement, the respective executive may not engage
or participate in, assist or have an interest in, whether as an officer,
director, partner, owner, employee or otherwise, the operation, management
or conduct of any business or enterprise that engages in the cotton seed
breeding, production and marketing process in the same geographical area
with any line of business in which the Company is now engaged.
The Severance Protection Agreements of Messrs. Dismuke and Hugie, as
approved by the Board of Directors of the Company, are attached as Exhibits
99.4 and 99.5, respectively, to this Current Report on Form 8-K and the
information set forth therein is incorporated by reference into this
Current Report.
On August 13, 2006, the Board of Directors of the company approved a
Severance Protection Agreement to be entered into with each of James H.
Willeke and certain other executive officers that provides that, if within
twenty-four months of a Change in Control, the respective executive's
employment is terminated by the Company without Cause and other than due to
Disability or death, or by the executive for Good Reason (as such
capitalized terms are defined in the agreement) or during the thirty-day
period following the first anniversary of the Change in Control, the
respective executive will be entitled to receive (1) a lump sum payment
equal to (a) earned but unpaid base salary plus a pro rata portion of his
or her highest bonus earned in any of the five prior fiscal years, (b) one
and one-half times base salary (determined at the time of the Change in
Control or, if greater, the date of termination of employment) plus his or
her highest bonus earned in any of the five prior fiscal years, (c) $30,000
for purposes of obtaining accounting services and (d) the value of the
excess of the respective executive's benefit under the Company Retirement
Plan if he or she were to be credited with an additional one and one-half
years of service and his or her actual benefit at the time of termination,
and (2) continuation of health and welfare benefits, at the Company's cost
for twenty-four months following the date of the termination (in addition
to the right to COBRA coverage) and continued use of a Company-provided
vehicle for eighteen months following the date of the termination.
The Severance Protection Agreement provides that each respective
executive is entitled to receive a gross-up payment with respect to any
excise taxes under Section 4999 of the Code, incurred with respect to any
payments or benefits received from the Company such that the amount he or
she retains after tax is equal to the after-tax amount he or she would have
retained had no excise tax applied.
If any of the executives qualifies as a "specified employee" under
Section 409A of the Code, payments made to the respective executive under
the Severance Protection Agreement may be delayed for six months after the
termination of employment.
If, during the term of the Severance Protection Agreement and within
twenty-four months of a Change in Control, the employment of Mr. Willeke or
any one of the other executives that are parties to this agreement is
terminated by the Company for Disability, due to death or by the executive
for other than Good Reason and other than during the thirty-day period
following the first anniversary of the Change in Control, the respective
executive will receive earned but unpaid base salary plus a pro rata
portion of his or her highest bonus earned in any of the five prior fiscal
years. If any executive is terminated by the Company for Cause, such
executive will only be entitled to earned but unpaid base salary.
The Form of Severance Protection Agreement to be entered into by Mr.
Willeke and certain other executives, as approved by the Board of Directors
of the Company, is attached as Exhibit 99.6 to this Current Report on Form
8-K and the information set forth therein is incorporated by reference into
this Current Report.
The foregoing summary is qualified in its entirety by the text of the
applicable grant agreements, copies of which are attached as exhibits to
this report.
Change in Control Payments
--------------------------
Under the Restated License Acquisition Agreement, Restated Vip3A Gene
License Agreement, and Restated Cry1Ab Gene License Agreements between D&PL
and Syngenta Crop Protection A.G. ("Syngenta") dated August 24, 2004 (the
"Agreements") there are certain change of control provisions that may be
triggered by the Merger Agreement between D&PL and Monsanto. These
provisions are contained in the Agreements listed on Exhibits 99.7, 99.8
and 99.9. In addition, D&PL has certain other contracts with third parties
that contain change of control provisions that may be triggered by
transactions with certain parties, including Monsanto. In the event these
provisions are triggered, the Company will be required to make payments of
approximately $20-$25 million.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of August 14, 2006, among
Monsanto Company, Monsanto Sub, Inc., and Delta and Pine Land
Company
10.1 Settlement Agreement I, dated August 14, 2006, among Delta and
Pine Land Company, D&M International LLC, D&PL International
Technology Corp., and Monsanto Company
10.2 Settlement Agreement II, dated August 14, 2006, among Delta and
Pine Land Company, D&M Partners, and Monsanto Company
10.3 Arbitration Settlement Agreement, dated August 14, 2006, among
Delta and Pine Land Company, D&M Partners, and Monsanto Company
99.1 Form of Amended and Restated Employment Agreement, to be entered
into by and between the Company and W.T. Jagodinski, as approved
by the Board of Directors of the Company on August 13, 2006
99.2 Form of Severance Protection Agreement to be entered into by and
between the Company and Kenneth M. Avery, as approved by the
Board of Directors of the Company on August 13, 2006
99.3 Form of Severance Protection Agreement, to be entered into by and
between the Company and R.D. Greene, as approved by the Board of
Directors of the Company on August 13, 2006
99.4 Form of Severance Protection Agreement, to be entered into by and
between the Company and Charles R. Dismuke, Jr., as approved by
the Board of Directors of the Company on August 13, 2006
99.5 Form of Severance Protection Agreement, to be entered into by and
between the Company and William V. Hugie, as approved by the
Board of Directors of the Company on August 13, 2006
99.6 Form of Severance Protection Agreement, to be entered into by and
between the Company and certain executives, as approved by the
Board of Directors of the Company on August 13, 2006
99.7 Restated License Acquisition Agreement dated August 24, 2004
among Syngenta Crop Protection AG and Delta and Pine Land
Company.
99.8 Restated VIP3A Gene License Agreement dated August 24, 2004 among
Syngenta Crop Protection AG and Delta and Pine Land Company. (+)
99.9 Restated Cry1Ab Gene License Agreement dated August 24, 2004
among Syngenta Crop Protection AG and Delta and Pine Land
Company. (+)
(+) Pursuant to a confidential treatment request granted on June 23,
2005, portions of this agreement have been omitted and previously
filed separately.
SIGNATURES
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.
Delta and Pine Land Company
Dated: August 18, 2006
By: /s/ Kenneth M. Avery
Kenneth M. Avery
Vice President of Finance,
Treasurer and Assistant Secretary
EXHIBIT INDEX
EXHIBIT DESCRIPTION
2.1 Agreement and Plan of Merger, dated as of August 14, 2006, among
Monsanto Company, Monsanto Sub, Inc., and Delta and Pine Land
Company
10.1 Settlement Agreement I, dated August 14, 2006, among Delta and
Pine Land Company, D&M International LLC, D&PL International
Technology Corp., and Monsanto Company
10.2 Settlement Agreement II, dated August 14, 2006, among Delta and
Pine Land Company, D&M Partners, and Monsanto Company
10.3 Arbitration Settlement Agreement, dated August 14, 2006, among
Delta and Pine Land Company, D&M Partners, and Monsanto Company
99.1 Form of Amended and Restated Employment Agreement, to be entered
into by and between the Company and W.T. Jagodinski, as approved
by the Board of Directors of the Company on August 13, 2006
99.2 Form of Severance Protection Agreement to be entered into by and
between the Company and Kenneth M. Avery, as approved by the
Board of Directors of the Company on August 13, 2006
99.3 Form of Severance Protection Agreement, to be entered into by and
between the Company and R.D. Greene, as approved by the Board of
Directors of the Company on August 13, 2006
99.4 Form of Severance Protection Agreement, to be entered into by and
between the Company and Charles R. Dismuke, Jr., as approved by
the Board of Directors of the Company on August 13, 2006
99.5 Form of Severance Protection Agreement, to be entered into by and
between the Company and William V. Hugie, as approved by the
Board of Directors of the Company on August 13, 2006
99.6 Form of Severance Protection Agreement, to be entered into by and
between the Company and certain executives, as approved by the
Board of Directors of the Company on August 13, 2006
99.7 Restated License Acquisition Agreement dated August 24, 2004
among Syngenta Crop Protection AG and Delta and Pine Land
Company.
99.8 Restated VIP3A Gene License Agreement dated August 24, 2004 among
Syngenta Crop Protection AG and Delta and Pine Land Company. (+)
99.9 Restated Cry1Ab Gene License Agreement dated August 24, 2004
among Syngenta Crop Protection AG and Delta and Pine Land
Company. (+)
(+) Pursuant to a confidential treatment request granted on June 23,
2005, portions of this agreement have been omitted and previously
filed separately.