0000950129-05-001258 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 14th, 2005 • Seminis Inc • Agricultural production-crops • California

WHEREAS the Company has entered into an Agreement and Plan of Merger dated January 22, 2005 by and among the Company, Monsanto Company (“Parent”) and Monsanto Sub, Inc. (“Merger Sub”) (the “Merger Agreement”) pursuant to which, at the Effective Time (as defined in the Merger Agreement), the Company will be the surviving corporation in the Merger (as defined in the Merger Agreement); and

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SEPARATION AGREEMENT
Separation Agreement • February 14th, 2005 • Seminis Inc • Agricultural production-crops • Delaware

This SEPARATION AGREEMENT (this “Agreement”) is dated as of January 22, 2005, and is entered into by and among Seminis, Inc., a Delaware corporation (the “Company”), SVS Mexicana, S.A. de C.V. (the “Mexican Subsidiary”) and Mateo Mazal Beja (“Executive”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 14th, 2005 • Seminis Inc • Agricultural production-crops • California

WHEREAS the Company has entered into an Agreement and Plan of Merger dated January 22, 2005 by and among the Company, Monsanto Company (“Parent”) and Monsanto Sub, Inc. (“Merger Sub”) (the “Merger Agreement”) pursuant to which, at the Effective Time (as defined in the Merger Agreement), the Company will be the surviving corporation in the Merger (as defined in the Merger Agreement); and

SEPARATION AGREEMENT
Separation Agreement • February 14th, 2005 • Seminis Inc • Agricultural production-crops • Delaware

This SEPARATION AGREEMENT (this “Agreement”) is dated as of January 22, 2005, and is entered into by and among Seminis, Inc., a Delaware corporation (the “Company”), SVS Mexicana, S.A. de C.V. (the “Mexican Subsidiary”) and Alfonso Romo Garza (“Executive”).

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