Common use of NONQUALIFIED PLANS AND PROGRAMS Clause in Contracts

NONQUALIFIED PLANS AND PROGRAMS. (a) Except as specifically set forth in Section 5.2(a) and effective as of the Distribution Date, the members of the Solutia Benefits Group shall assume and be solely responsible for all Liabilities of the Pre-Distribution Group to or relating to Solutia Participants under all Cash Incentive Plans. Solutia and Monsanto shall cooperate in taking all actions necessary or appropriate to adjust the performance goals and other terms and conditions of awards under the Cash Incentive Plans for performance periods that begin before and end after the Distribution Date as appropriate to reflect the Distribution, including amending any Cash Incentive Plan or grant thereunder, and obtaining any necessary consents of affected participants. (b) Except as specifically set forth in Section 5.2(a) and effective as of the Distribution Date, Solutia shall assume and be solely responsible for all Liabilities of the Pre-Distribution Group to or relating to (i) Solutia Participants under the Supplemental Retirement Plans, except for Liabilities with respect to benefits under the Monsanto Company ERISA Pension Parity Plan and the Monsanto Company ERISA Parity Savings and Investment Plan of Retained Solutia Inactive Participants, and (ii) Supplemental Retirement Agreements with Solutia Employees. Solutia and Monsanto shall cooperate in taking all actions necessary or appropriate to implement the foregoing, including amending any Supplemental Retirement Plan or Supplemental Retirement Agreement and obtaining any necessary consents of affected individuals. (c) Except as specifically set forth in Section 5.2(a) and effective as of the Distribution Date, Solutia shall assume and be solely responsible for all Liabilities of the Pre-Distribution Group to or relating to Solutia Participants under all U.S. Deferred Compensation Plans.