10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(MARK ONE)

þ     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2004

OR

o     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM                      TO                     

COMMISSION FILE NUMBER 000-26519

SEMINIS, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE	36-0769130
(STATE OF INCORPORATION)	(I.R.S. EMPLOYER IDENTIFICATION NO.)
2700 CAMINO DEL SOL, OXNARD, CALIFORNIA	93030-7967
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)	(ZIP CODE)

(805) 647-1572
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

NOT APPLICABLE
(FORMER NAME, ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST REPORT)

Indicate, by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. YES þ NO o

Indicate, by check mark whether the Registrant is an accelerated filer (as defined in rule 12b-2 of the Exchange Act). YES o NO þ

As of February 9, 2005, 64,333,205 shares of the registrant’s common stock, $0.01 par value, were outstanding.

1

SEMINIS, INC.

FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2004

TABLE OF CONTENTS

		Page
PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets as of December 31, 2004 and September 30, 2004		3
	Consolidated Statements of Operations for the Three Months Ended December 31, 2004 and December 26, 2003		4
	Consolidated Statement of Stockholders' Equity for the Three Months Ended December 31, 2004		5
	Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2004 and December 26, 2003		6
	Notes to Consolidated Financial Statements		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		31
Item 4.	Controls and Procedures		31
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings		32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		33
Item 3.	Defaults Upon Senior Securities		33
Item 4.	Submission of Matters to a Vote of Security Holders		33
Item 5.	Other Information		33
Item 6.	Exhibits and Reports on Form 8-K		33
	Signatures		36
	Certification of Results
	Exhibit 31.1		37
	Exhibit 31.2		38
	Exhibit 32.1		39
	Exhibit 32.2		40
EX-10.11
EX-10.12
EX-10.13
EX-10.14
EX-10.15
EX-10.16
EX-10.17
EX-10.18
EX-31.1
EX-31.2
EX-32.1
EX-32.2

2

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

SEMINIS, INC.

Consolidated Balance Sheets

(In thousands, except per share data)

	As of			As of
	December 31,			September 30,
	2004			2004
	(Unaudited)
Assets:
Current assets
Cash and cash equivalents	$	75,796		$	116,870
Accounts receivable, less allowances for doubtful accounts of $11,407 and $10,072, respectively		149,679			153,173
Inventories		345,146			328,395
Prepaid expenses and other current assets		11,661			8,017
Total current assets		582,282			606,455
Property, plant and equipment, net		86,963			78,608
Intangible assets, net		70,196			69,008
Other assets		24,097			23,591
Total Assets	$	763,538		$	777,662
Liabilities and Stockholders’ Equity:
Current liabilities
Short-term borrowings	$	20,604		$	10,965
Current maturities of long-term debt		1,826			1,746
Accounts payable		46,177			63,339
Accrued liabilities		110,427			120,334
Total current liabilities		179,034			196,384
Long-term debt		448,064			448,816
Deferred income taxes		20,804			16,291
Minority interest in subsidiaries		1,455			1,644
Preferred shares subject to mandatory redemption		42,016			41,773
Total liabilities		691,373			704,908
Commitments and contingencies (see Note 12)
Stockholders’ equity
Class A Common Stock, $.01 par value; 200,000 shares authorized, and 64,333 shares issued and outstanding as of December 31, 2004 and September 30, 2004, respectively		644			644
Additional paid-in-capital		94,149			94,149
Accumulated deficit		(32,067	)		(23,911	)
Accumulated other comprehensive income		9,439			1,872
Total stockholders’ equity		72,165			72,754
Total Liabilities and Stockholders’ Equity	$	763,538		$	777,662

The accompanying notes are an integral part of these consolidated financial statements.

3

SEMINIS, INC.

Consolidated Statements of Operations
(In thousands)

	For the Three Months Ended
	December 31,			December 26,
	2004			2003
	(Unaudited)
Net sales	$	110,704		$	101,892
Cost of goods sold		47,074			52,475
Gross profit		63,630			49,417
Operating expenses
Research and development expenses		13,022			11,574
Selling, general and administrative expenses		53,374			45,910
Amortization of intangible assets		2,061			1,887
Total operating expenses		68,457			59,371
Gain (loss) on sale of fixed assets		(173	)		2,525
Loss from operations		(5,000	)		(7,429	)
Other income (expense)
Interest income		413			112
Interest expense		(10,498	)		(8,036	)
Interest expense from preferred shares subject to mandatory redemption		(1,743	)		(1,760	)
Foreign currency gain		10,087			8,876
Minority interest benefit (provision)		87			(10	)
Other, net		199			201
		(1,455	)		(617	)
Loss before income taxes		(6,455	)		(8,046	)
Income tax expense		(1,701	)		(1,083	)
Net loss	$	(8,156	)	$	(9,129	)

The accompanying notes are an integral part of these consolidated financial statements.

4

SEMINIS, INC.

Consolidated Statement of Stockholders’ Equity

(In thousands)

										Accumulated		Total
	Class A				Additional					Other		Stock-
	Common Stock				Paid-in		Accumulated			Comprehensive		Holders’
	Number		Amount		Capital		Deficit			Income		Equity
Balance, September 30, 2004		64,333	$	644	$	94,149	$	(23,911	)	$	1,872	$	72,754
Comprehensive income (loss):
Net loss (unaudited)		—		—		—		(8,156	)		—		(8,156	)
Translation adjustment (unaudited)		—		—		—		—			7,429		7,429
Equity adjustment for interest rate swap (unaudited)		—		—		—		—			138		138
Comprehensive loss													(589	)
Balance, December 31, 2004 (unaudited)		64,333	$	644	$	94,149	$	(32,067	)	$	9,439	$	72,165

The accompanying notes are an integral part of these consolidated financial statements.

5

SEMINIS, INC.

Consolidated Statements of Cash Flows

(In thousands)

	For the Three Months Ended
	December 31,			December 26,
	2004			2003
	(Unaudited)
Cash flows from operating activities:
Net loss	$	(8,156	)	$	(9,129	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		3,655			3,788
Loss/(Gain) on sale of fixed assets		173			(2,525	)
Deferred income taxes		2,878			2,077
Inventory provision		3,000			4,000
Provision (benefit) for minority interest subsidiary		(87	)		10
Compensation expense for restricted stock units		344			275
Amortization of inventory step-up		9,968			11,526
Foreign currency gain		(10,087	)		(8,876	)
Other		(2,429	)		255
Changes in assets and liabilities:
Accounts receivable		11,226			3,527
Inventories		(17,344	)		(11,967	)
Prepaid expenses and other assets		(4,116	)		(6,267	)
Current income taxes		(2,682	)		(1,901	)
Accounts payable		(19,180	)		(10,725	)
Other liabilities		(12,469	)		2,485
Net cash used in operating activities		(45,306	)		(23,447	)
Cash flows from investing activities:
Purchases of fixed and intangible assets		(3,088	)		(1,704	)
Proceeds from disposition of assets		139			3,651
Other		(1,361	)		(103	)
Net cash provided by (used in) investing activities		(4,310	)		1,844
Cash flows from financing activities:
Proceeds from long-term debt		37			7,019
Repayment of long-term debt		(646	)		(285	)
Proceeds from short-term borrowings		10,162			6,060
Repayment of short-term borrowings		(1,992	)		—
Net cash provided by financing activities		7,561			12,794
Effect of exchange rate changes on cash and cash equivalents		981			(197	)
Decrease in cash and cash equivalents		(41,074	)		(9,006	)
Cash and cash equivalents, beginning of period		116,870			36,824
Cash and cash equivalents, end of period	$	75,796		$	27,818

The accompanying notes are an integral part of these consolidated financial statements.

6

SEMINIS, INC.

Notes to Consolidated Financial Statements

(In Thousands, Except Per Share Data)

Note 1 — Summary of Significant Accounting Policies

Description of Business

Seminis, Inc. (the “Company”, “we”) is the leading worldwide developer, producer and marketer of vegetable and fruit seeds. As a result of the acquisition transactions described in Note 2, which were completed on September 29, 2003, Fox Paine & Company, LLC, together with its affiliates and co-investors (collectively, “Fox Paine”), became the Company’s majority shareholder.

Principles of Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of the Company and its majority controlled and owned subsidiaries. Investments in unconsolidated entities, representing ownership interests between 20% and 50%, are accounted for using the equity method of accounting. All material intercompany transactions and balances have been eliminated in consolidation. Certain reclassifications have been made to prior years’ financial statements to conform to the current presentation.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the fiscal period, including estimates and assumptions related to customer discounts and allowances. Actual results could differ from those estimates.

The unaudited consolidated financial statements included herein reflect all adjustments (consisting only of normal recurring adjustments) that the Company considers necessary for a fair presentation of the results of operations for the interim periods covered and the financial condition of the Company at the date of the interim balance sheet. The Company’s business is subject to seasonal fluctuation and, therefore, the results of operations for periods less than one year are not necessarily indicative of results that may be expected for any other interim period or for the fiscal year as a whole.

Supplementary Cash Flow Information

	Three Months Ended
	December 31,		December 26,
	2004		2003
	(Unaudited)
Cash paid for interest	$	20,121	$	1,041
Cash paid for income taxes		1,505		907

7

Recent Accounting Pronouncements

In December 2004, the FASB issued SFAS No. 123(R), Share-Based Payment, which establishes standards for transactions in which an entity exchanges its equity instruments for goods or services. This standard requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. SFAS No. 123(R) eliminates the exception to account for such awards using the intrinsic method previously allowable under APB Opinion No. 25. SFAS No. 123(R) will be effective for interim or annual reporting periods beginning on or after June 15, 2005. The Company has adopted FASB Statement No. 123 under the provisions of SFAS No. 148 on October 1, 2003; see Note 9 Benefit Plan (Stock Based Compensation) for related disclosure under this provision. Accordingly, management believes SFAS No. 123(R) will not have a material impact on the Company’s balance sheet or income statements. Management continues to assess the potential impact that the adoption of SFAS No. 123(R) could have on the Company’s statements of cash flows.

In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets, which eliminates the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. SFAS No. 153 will be effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The Company does not believe the adoption of SFAS No. 153 will have a material impact on its financial statements.

In November 2004, FASB Statement No. 151, Inventory Costs, an Amendment of ARB No. 43, Chapter 4 (“SFAS No. 151”), was issued. The amendments made by SFAS No. 151 clarify that abnormal amounts of idle facility expense, freight, handling costs, and wasted materials (spoilage) should be recognized as current-period charges and require the allocation of fixed production overheads to inventory based on the normal capacity of the production facilities. SFAS No. 151 will become effective for the Company beginning in fiscal 2006. Management is in the process of assessing the impact SFAS No. 151 will have on the Company’s financial position and results of operations.

Recent Tax Legislation

The United States Congress passed the American Jobs Creation Act of 2004 (the “Act”), which the President signed into law on October 22, 2004. Key provisions of the Act include a temporary incentive for U.S. multinational corporations to repatriate foreign earnings, a domestic manufacturing deduction, and international tax reforms designed to improve the global competitiveness of U.S. businesses. In accordance with SFAS No. 109, “Accounting for Income Taxes,” we will reflect the effects of the Act, if any, in the first half of fiscal 2005 as part of income tax expense for the period. We are still evaluating the impact of the Act on the Company. Accordingly, we have not yet determined its impact on our effective tax rate and on our deferred tax assets and liabilities.

Note 2 — Acquisition Transactions / Liquidity

Under the acquisition transactions, in September 2003, the Company became a privately held company by acquiring all of its publicly held shares of Class A common stock, shares of Class B common stock and shares of Class B and Class C Redeemable Preferred Stocks. The Company also repaid the $216.6 million of principal outstanding under its senior credit facility, and the $11.6 million mortgage on its Oxnard real property. In order to fund these transactions and other related expenses, Fox Paine purchased shares of the Company’s common stock for a purchase price of $163.2 million, and the Company issued $190.0 million of ten year, 10 ¹/4% senior subordinated notes, established a senior secured credit facility that consisted of a $190.0 million term loan and a $60.0 million revolving loan (none of the revolving loan was outstanding at September 30, 2003), borrowed $17.0 million under a new mortgage note, and issued PIK Preferred Stock along with warrants to purchase 3.9 million shares of common stock for combined proceeds of $50.0 million (see Note 11 — PIK Preferred Stock).

Upon completion of the acquisition transactions, the Company had total indebtedness of $421.3 million as of September 30, 2003 compared to $252.5 million before the transactions.

On January 23, 2004, the Company issued an additional $140.0 million of its 10 ¹/4% senior subordinated notes, at a premium of $12.6 million. These notes have identical terms and conditions as the $190.0 million of senior subordinated notes issued as part of the acquisition transactions on September 29, 2003. The net proceeds from the additional notes, after deducting underwriting discounts and other expenses, were approximately $145.6 million. These net proceeds from the offering were used to repay $100.0 million and $15.0 million of the borrowings under the term loan portion and revolver portion, respectively, of Company’s senior secured credit facility and for general corporate purposes.

8

Concurrently with the offering of the additional notes, the Company amended the senior secured credit facility. The amended senior secured credit facility decreased the term loan from $190.0 million to $90.0 million, increased the revolving credit facility from $60.0 million to $75.0 million (none of the revolving credit facility was outstanding at December 31, 2004 and September 30, 2004), amended pricing terms on both the term loan and revolver portion of the credit facility, and amended certain financial covenants.

The Company’s total indebtedness as of December 31, 2004 was $470.5 million, of which $88.6 million were borrowings under Company’s term loan, $341.4 million were borrowings under the senior 10 ¹/4% subordinated notes (including $11.4 million of remaining premium balance, which will be amortized over the life of the notes and reduces interest expense), and $17.0 million, $6.2 million, $1.5 million and $15.8 million were borrowings by its United States, Spanish, Italian and South Korean subsidiaries, respectively. The Company also has $42.0 million of preferred shares subject to mandatory redemption (see Note 11— PIK Preferred Stock). As of December 31, 2004, the Company has cash and cash equivalents of $75.8 million.

Going forward, the Company’s principal source of liquidity will be cash flow generated from operations, borrowings under its senior secured credit facility and additional capital infusion. The Company’s principal uses of cash will be to meet debt service requirements, finance capital expenditures and provide working capital. Based on the current level of operations, management believes that remaining cash on hand, cash flow from operations and available borrowings under its revolving credit portion of the senior secured credit facility will enable the Company to meet its working capital, capital expenditure, debt service and other funding requirements for at least the next 12 months.

9

Note 3 — Accounting Effects of the Acquisition Transactions

Overview

On May 30, 2003, the Company and certain other parties entered into a number of agreements pursuant to which a newly incorporated entity was formed to effect the acquisition transactions whereby the Company became a privately held company and Fox Paine acquired 75.1% of the outstanding common stock of the Company. On September 29, 2003, the acquisition transactions were completed.

The acquisition transactions are accounted for under the purchase method of accounting. In accordance with applicable accounting guidelines, the purchase price paid by Fox Paine for Seminis’ common stock plus related purchase accounting adjustments are “pushed down” and recorded in Seminis’ financial statements. The acquisition transactions resulted, for purposes of financial statement presentation of the results of operations and cash flows, in a predecessor entity and a successor entity.

Carrying Value Adjustments

The 75.1% of deemed assets acquired and liabilities assumed in connection with the acquisition transactions were originally recorded at their estimated fair market values based on an independent appraisal and 24.9% of the historical bases were carried over, however, these values were in excess of the proportionate purchase price paid by Fox Paine. Accordingly, the negative goodwill totaling $433.4 million was allocated against the value of non-current assets on a proportionate basis. The following summarizes the fair market values, subsequent adjustments and the adjusted carrying values of the net assets acquired as of September 29, 2003:

				FMV			24.9%			Negative			Adjusted Basis
	Historical			Of 75.1%			Carryover			Goodwill			As of
	Basis			Acquired			Basis			Allocation			September 29, 2003
Current assets, excluding inventory	$	185,206		$	139,017		$	46,190		$	—		$	185,207
Inventory		279,680			283,107			69,751			—			352,858
Property, plant & equipment		166,943			125,308			41,635			(106,589	)		60,354
Goodwill		106,056			—			—			—			—
Intangibles		51,533			331,693			12,852			(271,536	)		73,009
In-process R&D		—			58,547			—			(47,929	)		10,618
Other long-term assets		18,463			13,859			4,605			(7,338	)		11,126
Current liabilities		(466,697	)		(354,905	)		(116,392	)		—			(471,297	)
	$	341,184		$	596,626		$	58,641		$	(433,392	)	$	221,875

Inventories

The increase in inventory value of $73.2 million, reflecting the fair market value adjustment, is being expensed as the inventory is sold, which was expected to be over a 16-month period from September 29, 2003, the date of acquisition, based on an estimated inventory turn. The amortization period was subsequently changed to 18 months based on the actual inventory turn of fiscal year 2004.

Depreciation and Amortization

The effect of the negative goodwill allocation to the non-current assets resulted from the acquisition transactions was the write-down of the non-current assets. Therefore, the related depreciation and amortization expense was lowered.

Other

Intangible assets are being amortized on a straight-line basis over periods between five and forty years, and in-process research and development was immediately expensed in the results of the successor entity for the one-day period ended September 30, 2003.

10

Note 4 — Inventories

Inventories consist of the following:

	As of		As of
	December 31,		September 30,
	2004		2004
	(Unaudited)
Seeds	$	316,591	$	296,662
Unharvested crop growing costs		18,140		22,577
Supplies		10,415		9,156
Total net inventories	$	345,146	$	328,395

Inventories are presented net of reserves of $79,818 and $72,409 at December 31, 2004 and September 30, 2004, respectively. As described in Note 3, as part of the acquisition transactions, inventories were stepped-up by $73.2 million. In the quarter ended December 31, 2004, $10.0 million of the inventory step-up was amortized and charged to cost of sales. This non-cash adjustment will continue as the remaining inventory of approximately $16.0 million is expected to be sold over the next 3 months.

Note 5 — Intangible Assets

Intangible assets at December 31, 2004 and September 30, 2004 consist of the following:

	As of December 31, 2004
	(Unaudited)							As of September 30, 2004
	Gross		Accumulated			Net Carrying		Gross		Accumulated
	Carrying Amount		Amortization			Amount		Carrying Amount		Amortization			Adjusted Amount
Amortizable intangible assets:
Germplasm	$	26,378	$	(2,110	)	$	24,268	$	25,882	$	(1,684	)	$	24,198
Software		14,410		(3,365	)		11,045		13,331		(2,552	)		10,779
Trademarks		8,896		(796	)		8,100		8,741		(637	)		8,104
Existing product technology		25,680		(3,374	)		22,306		24,162		(2,793	)		21,369
Customer relationships		4,885		(408	)		4,477		4,885		(327	)		4,558
	$	80,249	$	(10,053	)	$	70,196	$	77,001	$	(7,993	)	$	69,008

Aggregate amortization expense was $2.1 million and $1.9 million for the three months ended December 31, 2004 and December 26, 2003, respectively. Amortization periods for Germplasm and Software are 40 years and 5 years, respectively, and Trademarks, Existing Product Technology, and Customer Relationships are 15 years. The weighted average of the amortization period for intangible assets is approximately 14.5 years. Estimated amortization expense for the next five years is as follows:

Year Ending September 30
2005	$	7,396
2006		7,396
2007		7,396
2008		6,237
2009		4,599

The Company had no goodwill recorded in the three months ended December 31, 2004 and the year ended September 30, 2004.

In accordance with SFAS No. 142, impairment for goodwill was analyzed resulting in no impairment in fiscal year 2002. As a result of the acquisition transactions described in Note 3, all goodwill was written off at September 30, 2003. Furthermore, research and development assets totaling $10.6 million, which were determined by an independent appraisal service (after negative goodwill adjustments), were written off as part of research and development expenses during the one-day period ended September 30, 2003.

11

Note 6 — Accrued Liabilities

Accrued liabilities consist of the following at December 31, 2004 and September 30, 2004:

	As of		As of
	December 31,		September 30,
	2004		2004
	(Unaudited)
Employee salaries and related benefits	$	63,413	$	58,572
Severance		498		454
Seedmen’s errors and omissions		8,621		8,823
Interest		9,277		17,914
Income taxes payable		11,247		13,582
Other		17,371		20,989
	$	110,427	$	120,334

Note 7 — Long-Term Debt

Long-term debt consists of the following at December 31, 2004 and September 30, 2004:

	As of			As of
	December 31,			September 30,
	2004			2004
	(Unaudited)
Senior secured credit facility borrowings	$	88,625		$	88,850
Senior subordinated notes		330,000			330,000
Mortgage notes		16,659			16,735
South Korean borrowings due in annual installments through 2013		1,496			1,612
Bond premium related to additional senior subordinated note		11,368			11,699
Other borrowings		1,742			1,666
		449,890			450,562
Less current portion		(1,826	)		(1,746	)
	$	448,064		$	448,816

As of December 31, 2004, long-term debt maturities are as follows:

Period Ending December 31		(Unaudited)
2005	$	1,826
2006		1,891
2007		1,715
2008		1,699
2009		85,845
Thereafter		356,914
	$	449,890

Senior Secured Credit Facility

On September 29, 2003, the Company’s principal domestic operating subsidiary, Seminis Vegetable Seeds, Inc., entered into a senior secured credit facility with a group of lenders. The Company and its other wholly owned domestic subsidiaries guaranteed the obligations under the senior secured credit facility. The senior secured credit facility originally provided for a $190.0 million term loan and a revolving line of credit for borrowings up to an aggregate principal amount of $60.0 million. The Company amended the senior secured credit facility on January 15, 2004 such that it now provides a $90.0 million term loan and a revolving line of credit for borrowings up to an aggregate principal amount of $75.0 million, and amortizes in quarterly installments equal to 1.0% per annum for the first five and 1/2 years, and with the balance of the term loan due in a single payment at the end of the sixth year. The first quarterly payment was paid on March 31, 2004. The $75.0 million revolving credit facility will mature in five years from the closing date of the acquisition transactions and does not amortize (none of which was drawn as of December 31, 2004 and $3.5 million of which was committed under letters of credit). Both facilities may be voluntarily prepaid in whole or in part without premium or penalty. Additionally, based upon formulas stated in the amended senior secured credit facility and subject to certain exceptions, all or a portion of the proceeds from the issuance of equity interests or equity rights, debt issuances, asset sales, proceeds from insurance recoveries and excess cash flow must be used to pay down the outstanding balance under the term loan facility.

In general, borrowings under the amended senior secured credit facility will bear interest, at the Company’s option, on either a London inter-bank offered rate (LIBOR) or an alternate base rate, in each case plus an applicable rate. The alternate base rate is equal to the highest of Citicorp North America, Inc.’s base rate, the three month certificate of deposit rate plus 0.5% and the federal funds effective rate plus 0.5%. The applicable rate for the term loan is based upon the Company’s leverage ratio that ranges from 1.25% to 2.00% per annum in the case of an alternate rate loan or LIBOR plus 3.00% per annum in the case of a LIBOR loan. The applicable rate for the revolving credit facility under

12

the amended senior secured credit facility is based upon the Company’s leverage ratio and ranges from 1.00% to 1.75% per annum in the case of alternate rate loans and LIBOR plus 2.00% to LIBOR plus 2.75% per annum in the case of LIBOR loans, subject, in each case, to adjustments based on the leverage ratio at the time. Subsequent to an event of default under the amended senior secured credit facility, borrowings will bear interest at 2.0% over the rate of interest otherwise applicable and the LIBOR rate will not be available.

Obligations under the senior secured credit facility are guaranteed by the Company and its domestic subsidiaries. Additionally, borrowings are secured by a perfected lien on all of the capital stock, intercompany notes and all of the tangible and intangible properties and assets, including intellectual property subject to exceptions relating to foreign subsidiaries, of the Company. The Company is subject to certain commitment fees under the facility as well as the maintenance of certain financial ratios and other restrictive covenants, including the payment of dividends in cash.

On December 31, 2004, the outstanding balance of the term loan under the senior secured credit facility was $88.6 million with a variable interest rate of 4.46%, and the Company is in compliance with its financial covenants.

10 1/4% Senior Subordinated Notes

On September 29, 2003, the Company’s principal domestic operating subsidiary, Seminis Vegetable Seeds, Inc., issued $190.0 million of senior subordinated notes. The senior subordinated notes mature on October 1, 2013; interest is payable semi-annually on April 1 and October 1 of each year. The senior subordinated notes are unsecured general obligations of the Company and are subordinated in right of payment to substantially all existing and future senior indebtedness of the Company, including senior credit facility indebtedness. Prior to maturity, the Company may redeem all or some of the senior subordinated notes at defined redemption prices, which may include a premium. In the event of a change in control, the holders may require the Company to repurchase the senior subordinated notes for a redemption price that may also include a premium. The majority of the Company’s domestic subsidiaries have guaranteed the senior subordinating notes.

On January 23, 2004, the Company issued an additional $140.0 million of senior subordinated notes, at a premium of $12.6 million. These notes have identical terms and conditions as the $190.0 million of senior subordinated notes issued as part of the acquisition transactions on September 29, 2003.

On December 31, 2004, the outstanding balance of the 10¹/4% senior subordinated notes was $330.0 million and a remaining premium balance of $11.4 million.

Mortgage Notes

In March 2000, the Company issued a $17.2 million promissory note, which was secured by the Company’s global headquarters facility. The variable rate of interest on the original note was based on LIBOR plus 2.5% (4.2% as of September 30, 2002). As of September 29, 2003, principal outstanding on this note totaling $11.6 million was repaid with proceeds from a new $17.0 million mortgage. Interest on the new note is based on LIBOR plus 2.0% (3.1% as of September 30, 2003), adjustable on the first day of each month. Simultaneous with entering into the new mortgage, the Company entered into an interest rate swap agreement (extending for a seven year term) to swap the floating interest rate for a 6.3% fixed interest rate. The loan amortizes in scheduled annual payments of approximately $0.2 million to $0.4 million, with a payment of the final remaining balance due on October 1, 2010.

On December 31, 2004, the outstanding balance of the mortgage note was $16.7 million with a fixed interest rate of 6.3%, and the market value of the interest rate swap was a liability to Seminis of $0.3 million.

South Korean Borrowings

The Company’s South Korean subsidiary has a number of loan facilities maturing until 2013. Borrowings under these facilities carry interest rates of between 4.0% and 6.0%.

13

Other Borrowings

Other borrowings consisted of various domestic and foreign, government and non-government loans of less than $1.5 million each, bearing interest annually at average rates of 9.82% through 2013 as of December 31, 2004 and September 30, 2004.

For the three months ended December 31, 2004 and fiscal year ended September 30, 2004, the Company incurred interest at a weighted-average rate of 8.66% and 8.68% per annum, respectively.

Note 8 — Pensions and Other Postretirement Benefits

The Company provides a defined-benefit plan in the Netherlands (the “Netherlands Plan”) as required by statute. The components of net pension expense of the Netherlands Plan are as follows:

	Three Months Ended
	December 31,			December 26,
	2004			2003
	(Unaudited)
Service cost	$	718		$	546
Interest cost		1,205			916
Expected return on plan assets		(1,429	)		(1,087	)
Amortization of prior service cost		(59	)		(44	)
Amortization of net (gain) loss		288			219
	$	723		$	550

Note 9 — Stock-Based Compensation

The Company has a policy whereby all stock option grants are priced at fair market value on the date of grant. Prior to October 1, 2003, the Company used the intrinsic value method of accounting for stock-based compensation in accordance with Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees”. Under the intrinsic value method, compensation cost is the excess, if any, of the quoted market price of the stock at the grant date or other measurement date over the amount an employee must pay to acquire the stock.

Effective October 1, 2003, the Company adopted the fair value recognition provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation” (“SFAS No. 123”), for stock-based employee compensation. Under the modified prospective method of adoption selected by the Company under the provisions of SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure”, stock-based employee compensation expense recognized in fiscal year 2004 is the same as that which would have been recognized had the fair value recognition provisions of SFAS No. 123 been applied to all awards from its original effective date.

14

Note 10 — Equity Interests of Certain Beneficial Owners and Management

Options

Certain executives of the Company have “rolled over” their option rights from pre-acquisition stock option grants, and as of December 31, 2004, there are approximately 1.7 million options outstanding.

Restricted Stock Units

Upon completion of the acquisition transactions, the Company granted restricted stock units to a group of Company’s senior executives. The restricted stock units will, upon the events described below, be paid in shares of Company common stock on a one-for-one basis and will vest over a five year period depending on the continued employment of the executive and on Company’s performance and the performance of the executives relative to specified goals and objectives.

Upon completion of the acquisition transactions, each of the senior executives was granted an aggregate number of restricted stock units calculated as 2.25 times the initial base salary of the applicable senior executive divided by $3.40. Each of the other key executives was granted an aggregate number of restricted stock units calculated as 1.0 times the initial base salary of the applicable executive divided by $3.40.

If the specified goals and objectives are achieved and the executive is actively employed by the Company at each applicable vesting date, the restricted stock units will vest with respect to 10.0% of the aggregate award in each of the first two years, 20.0% of the aggregate award in the third year and 30.0% of the aggregate award in each of the fourth and fifth years following the time of grant. To the extent that conditions to vesting are not met and some of the restricted stock units do not vest, the portion of restricted stock units that do not vest will be permanently forfeited and will not be reallocated.

In the event that Fox Paine achieves a designated internal rate of return on its initial investment in the Company prior to the fifth anniversary of the completion of the acquisition transactions, all restricted stock units, other than those permanently forfeited due to a failure to meet specified goals and objectives, will vest.

For the three months ended December 31, 2004 and December 26, 2003, the Company recorded $0.3 million of compensation expense in each period for restricted stock units.

Co-Investment Rights to Purchase Additional Shares of Company’s Common Stock

In connection with the acquisition transactions, Desarrollo Consolidado de Negocios, S.A. de C.V. received immediately exercisable rights to acquire 13.8% of the outstanding shares of the Company’s common stock on a fully diluted basis. In addition, Desarrollo Consolidado de Negocios, S.A. de C.V. and Fox Paine received a second tranche of co-investment rights to acquire up to 15.8% and 1.57%, respectively, of the outstanding shares of the Company’s common stock on a fully diluted basis. The Fox Paine co-investment rights and the second tranche of co-investment rights owned by Desarrollo Consolidado de Negocios, S.A. de C.V. will become exercisable only if Fox Paine achieves a 26.0% internal rate of return on its investment in the Company. Each co-investment right entitles the recipient to acquire one share of Company’s common stock at an exercise price of $3.40 per share. All of the co-investment rights expire on the tenth anniversary of the date of the consummation of the acquisition transactions.

Warrants

See Note 11 — PIK Preferred Stock

15

Note 11 — PIK Preferred Stock

The Company issued shares of PIK Preferred Stock with an aggregate liquidation preference of $50.0 million as part of the acquisition transactions. In connection with the sale of PIK Preferred Stock, the Company issued warrants to purchase shares of Company common stock representing approximately 3.7% of the shares of Company common stock on a fully diluted basis. The shares of PIK Preferred Stock are mandatorily redeemable at liquidation value on October 1, 2014.

Holders of shares of the PIK Preferred Stock are entitled to receive paid-in-kind dividends (or at the sole discretion of the Company, cash dividends) at the annual rate of 12.0% of liquidation preference per share, compounded quarterly, provided that after the occurrence of, and during the continuance of, specified events of default, holders of shares of the PIK Preferred Stock are entitled to receive paid-in-kind dividends (or in the sole discretion of the Company, cash dividends) at the annual rate of 14.0% of liquidation preference per share, compounded quarterly.

In general, the PIK Preferred Stock is not redeemable at the option of the Company prior to October 1, 2006. For the period from October 1, 2006 to and including October 1, 2008, the PIK Preferred Stock is redeemable by the Company at a per share redemption price payable in cash equal to 102% of the liquidation preference, plus an amount in cash equal to accrued and unpaid dividends. After October 1, 2008, the shares of PIK Preferred Stock are redeemable by the Company at a per share redemption price payable in cash equal to 100% of the liquidation preference, plus an amount in cash equal to accrued and unpaid dividends.

At any time prior to October 1, 2014, following a change of control or an initial public offering of the Company, the Company has the right to redeem the shares of PIK Preferred Stock at a per share redemption price payable in cash equal to 102% of the liquidation preference, plus an amount in cash equal to accrued and unpaid dividends.

Unless the holders of a majority of the then outstanding shares of PIK Preferred Stock otherwise consent, the Company may not approve a change of control unless, in connection with the change of control, the Company is permitted to make and consummate a change of control offer. Upon the occurrence of a change of control, holders of shares of PIK Preferred Stock would have the right to require the Company to repurchase their shares of PIK Preferred Stock at a purchase price equal to 101% of the liquidation preference, plus an amount in cash equal to accrued and unpaid dividends.

Upon the occurrence of certain events of bankruptcy relating to the Company (or the principal borrower of the material indebtedness of Seminis) and, the acceleration and satisfaction of certain material indebtedness of Seminis, holders of shares of the PIK Preferred Stock have the right to require the Company to repurchase their shares of PIK Preferred Stock at a purchase price equal to 102% (if the applicable event occurred prior to October 1, 2008) or 100% (if the applicable event occurred following October 1, 2008) of the liquidation preference, plus an amount in cash equal to accrued and unpaid dividends, provided, however, that the Company’s repurchase obligation would be subject to the prior satisfaction of any and all obligations pursuant to Seminis’ senior secured credit facility (and any replacement financing) and the notes (and any replacement financing).

The ability of the Company to pay cash dividends on the PIK Preferred Stock or to redeem the PIK Preferred Stock is dependent on the ability of Seminis Vegetable Seeds, a subsidiary of the Company, to dividend funds to the Company, which ability is limited by the terms of the Company’s senior secured facility and the notes.

The preferred shares subject to mandatory redemption were stated at $42.0 million and $41.8 million as of December 31, 2004 and September 30, 2004, respectively. The accretion of the preferred shares subject to mandatory redemption and their paid-in-kind dividends are recognized as interest expense through the term of the agreement. For the three months ended December 31, 2004 and December 26, 2003, this interest expense totaled $1.7 million and $1.8 million, respectively.

16

Note 12 — Commitments and Contingencies

Contingencies

In mid-October 2003, Seminis was notified by the University of California at Davis (UCD) that 20 grams of tomato seed donated to the university in 1996 by Petoseed (acquired by Seminis) for research purposes was believed to be bioengineered seed. UCD had grown a seed crop from this seed and distributed 30 samples (each including about 25 seeds) to researchers and horticulturists in the United States and abroad over the past seven years. UCD, Seminis and the recipients of this seed were unaware that these seeds carried a biotech trait. Seminis and UCD have investigated this matter, and it is unclear when or where the seeds were mislabeled.

The biotech trait involved here, known as the PG-gene, had been cleared for human consumption by the Food and Drug Administration in 1994, and a different seed variety with this trait was planted commercially until 1999. Federal regulators indicate there is no evidence that the seed in this instance was used for anything other than research.

Seminis and UCD worked with the U.S. Department of Agriculture, as well as similar local agencies in the countries where seed was sent to determine what happened and what actions, if any, needed to be taken. The USDA has now closed its investigation with a minor fine paid by Seminis, and an update to Seminis’ seed handling training.

As part of the formation of LSL PlantScience, a joint venture between Seminis and LSL Biotechnologies, LSL Biotechnologies contributed certain agreements between LSL Biotechnologies and a third party. These agreements contain provisions that permanently restrict the third party from engaging in the development or marketing of open field tomato seeds having long-shelf-life characteristics in certain areas in the world, including North America. In September 2000, the Antitrust Division of the U.S. Department of Justice filed suit in the U.S. District Court for the District of Arizona against LSL PlantScience, LSL Biotechnologies and Seminis to delete these restrictive provisions. On March 29, 2002, the U.S. District Court dismissed without prejudice the action against LSL PlantScience, LSL Biotechnologies and Seminis. The U.S. Department of Justice appealed this ruling, but its appeal was denied by a panel of the Ninth Circuit Court of Appeals on August 11, 2004. The U.S. Department of Justice filed a Petition for Panel Rehearing and Suggestion for Rehearing En Bank on September 23, 2004, requesting that the panel’s decision be vacated, and the district court’s order reversed (U.S. v. LSL Biotechnologies, 9th Cir., No. 02-16472, 8/11/04). On October 20, 2004, the government’s petition was denied, and the mandate was issued on November 3, 2004.

During the last months of fiscal year 2002, Seminis’ subsidiary in Spain sold Boludo tomato seed to growers in the Canary Islands, Almeria, Murcia and Granada areas of Spain. Subsequently, some plantings with this seed showed symptoms of the bacteria, Clavibacter michiganses, which can be seed borne, among other possible sources. Seminis has been conducting an investigation of the seeds and until July 31, 2003, all Seminis seed used in these plantings that had been tested, tested negative for the presence of the bacteria. Spanish authorities requested an analysis of all seed lots sold in the Canary Islands. On July 31, 2003, Seminis was notified that after analyzing 89 officially sealed samples of batches of Boludo seed, a single seed batch tested positive for the presence of the bacteria. Seminis believes that other factors that may cause the disease were present at the time of the infection, and could be responsible for, or contributing factors to, the presence of the bacteria and damage to the crops. These factors include, but are not limited to: poor sanitary practices in the growers’ fields (failure to remove debris from prior harvests); bacteria from sources other than Seminis that remained in the plantings from prior seasons; the practice of grafting, which can magnify the effects of minor outbreaks; failure to properly rotate crops from season to season; and third-party sources (different strains) of the disease that may have been present. Seminis continues to investigate this matter vigorously, in particular investigating the single positive test result, which is inconsistent with the findings of all of the other independent laboratories’ test results obtained from testing officially sealed batches samples of Seminis seed. Tomato growers may initiate legal claims against Seminis alleging that Seminis seeds were the source of the bacteria and claiming significant damages and Seminis cannot predict the outcome of any such claim, if initiated. As part of its customer relations initiatives, Seminis has entered into a $2.9 million settlement of this matter with growers in Almeria, and continues to work with its insurance carriers and counsel to investigate and close out this matter in other locations in Spain.

The Company is involved from time to time as a defendant in various other lawsuits arising in the normal course of business. Management believes that no current claims, individually or in the aggregate, will have a material adverse effect on the Company’s business, results of operations or financial condition.

An accrual for management’s estimate of exposure related to such claims has been recorded in the financial statements and is disclosed in Note 8. It is the opinion of management that the ultimate resolution of these matters will not have a

17

material adverse effect on the Company’s consolidated financial position or results of operations. Historically, resolution of asserted claims has been in line with management’s expectations.

Note 13 — Related Party Transactions

In accordance with the agreement entered in as part of acquisition transactions, the Company paid management fees of $2.6 million each to Fox Paine and Desarrollo Consolidado De Negocios, S.A. De C.V. in October and December 2004, respectively, for services to be rendered during fiscal year 2005. The annual management fee is equal to 1% of previous fiscal year’s net sales and is amortized as services are rendered during the fiscal year.

Note 14 — Subsequent Events

On January 24, 2005, Seminis Inc. (“Seminis”) and Fox Paine & Company, LLC (“Fox Paine”) announced that Seminis entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Monsanto Company (“Monsanto”), Monsanto Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of Monsanto, and Seminis, dated as of January 22, 2005, pursuant to which Monsanto would acquire Seminis for approximately $1.4 billion in cash and assumed debt, subject to the contingent value right payment described below.

As of the effective time of the merger, outstanding shares of common stock of Seminis will be converted into the right to receive $10.52 per share. Outstanding options, restricted stock units, co-investment rights and warrants will be converted into the right to receive an amount in cash equal to the common stock cash price per share for the number of shares into which they are convertible, less their conversion price, if any.

Marinet Investments, LLC (“Marinet”), a current holder of co-investment rights in Seminis which are being terminated upon the consummation of the merger, may elect prior to closing to reduce the merger consideration it would otherwise be entitled to receive by $50 million in exchange for a performance-based contingent value right to receive up to $125 million based on the achievement of certain cumulative net sales targets over the thirty-six-month period ending September 30, 2007.

As contemplated by the Merger Agreement, each holder of Seminis common stock and warrants entered into a support agreement agreeing, among other things, to vote in favor of approval of the Merger Agreement and the merger. The holders of Seminis common stock approved the Merger Agreement by written consent on January 22, 2005.

The Merger Agreement is subject to customary terms and conditions, including regulatory approvals. The transaction is expected to be completed during the first half of 2005. There can be no assurance that the transactions contemplated by the Merger Agreement will be consummated.

Note 15 — Supplemental Guarantor/Non-Guarantor Financial Information

In conjunction with the 10 1/4% senior subordinated notes, the following summarized condensed consolidating financial information is presented for the Company, segregating the Company, a guarantor of the notes and the parent of Seminis Vegetable Seeds, Inc. (“Seminis Vegetable”), Seminis Vegetable, the issuer of the notes, guarantor subsidiaries and non-guarantor subsidiaries. The accompanying financial information in the “Guarantor Subsidiaries” column reflects the financial position, results of operations and cash flows for those subsidiaries which guarantee the notes. The guarantor subsidiaries are wholly owned subsidiaries of the Company and the guarantees are full, unconditional, and joint and several. Separate financial statements of the guarantor subsidiaries are not presented because management believes that such financial statements would not be material to investors.

Investments in subsidiaries in the following condensed consolidating financial information are accounted for under the equity method of accounting. Consolidating adjustments include the following:

(1)	elimination of investments in subsidiaries;
(2)	elimination of intercompany accounts;
(3)	elimination of intercompany sales between guarantor and non-guarantor subsidiaries; and
(4)	elimination of equity in earnings of subsidiaries.

18

Condensed Consolidating Balance Sheets
As of December 31, 2004
(Unaudited)

			Seminis						Subsidiary
	Seminis		Vegetable			Subsidiary			Non-
	(Parent)		(Issuer)			Guarantors			Guarantors		Eliminations			Consolidated
Current assets
Cash and cash equivalents	$	—	$	56,509		$	750		$	18,537	$	—		$	75,796
Accounts receivable		—		36,933			3,538			109,208		—			149,679
Inventories		—		167,409			6,380			171,357		—			345,146
Prepaid expenses and other current assets		—		7,704			23			3,934		—			11,661
Total current assets		—		268,555			10,691			303,036		—			582,282
Property, plant and equipment, net		—		35,304			70			51,589		—			86,963
Investment in subsidiaries		247,408		240,284			—			—		(487,692	)		—
Intangible assets, net		—		45,027			—			25,169		—			70,196
Deferred tax asset		—		—			—			1,290		(1,290	)		—
Other assets		132		13,772			—			10,193		—			24,097
	$	247,540	$	602,942		$	10,761		$	391,277	$	(488,982	)	$	763,538
Current liabilities
Short-term borrowings	$	—	$	—		$	—		$	20,604	$	—		$	20,604
Current maturities of long-term debt		—		1,211			189			426		—			1,826
Accounts payable		—		22,574			446			23,157		—			46,177
Accrued liabilities		453		47,293			517			62,164		—			110,427
Intercompany payables		132,906		(183,079	)		13,802			36,371		—			—
Total current liabilities		133,359		(112,001	)		14,954			142,722		—			179,034
Long-term debt		—		445,441			158			2,465		—			448,064
Deferred income taxes		—		22,094			—			—		(1,290	)		20,804
Minority interest in subsidiaries		—		—			—			1,455		—			1,455
Preferred shares subject to mandatory redemption		42,016		—			—			—		—			42,016
Total liabilities		175,375		355,534			15,112			146,642		(1,290	)		691,373
Total stockholders’ equity		72,165		247,408			(4,351	)		244,635		(487,692	)		72,165
	$	247,540	$	602,942		$	10,761		$	391,277	$	(488,982	)	$	763,538

19

Condensed Consolidating Balance Sheets
As of September 30, 2004

			Seminis						Subsidiary
	Seminis		Vegetable			Subsidiary			Non-
	(Parent)		(Issuer)			Guarantors			Guarantors		Eliminations			Consolidated
Current assets
Cash and cash equivalents	$	—	$	101,022		$	635		$	15,213	$	—		$	116,870
Accounts receivable		—		36,684			4,269			112,220		—			153,173
Inventories		—		168,225			7,201			152,969		—			328,395
Prepaid expenses and other current assets		—		5,180			23			2,814		—			8,017
Total current assets		—		311,111			12,128			283,216		—			606,455
Property, plant and equipment, net		—		35,187			76			43,345		—			78,608
Investment in subsidiaries		253,597		233,740			—			—		(487,337	)		—
Intangible assets, net		—		44,710			—			24,298		—			69,008
Other assets		137		13,886			—			9,568		—			23,591
	$	253,734	$	638,634		$	12,204		$	360,427	$	(487,337	)	$	777,662
Current liabilities
Short-term borrowings	$	—	$	—		$	—		$	10,965	$	—		$	10,965
Current maturities of long-term debt		—		1,206			183			357		—			1,746
Accounts payable		—		34,448			917			27,974		—			63,339
Accrued liabilities		452		54,018			124			65,740		—			120,334
Intercompany payables		138,755		(167,004	)		14,245			14,004		—			—
Total current liabilities		139,207		(77,332	)		15,469			119,040		—			196,384
Long-term debt		—		446,077			208			2,531		—			448,816
Deferred income taxes		—		16,291			—			—		—			16,291
Minority interest in subsidiaries		—		—			—			1,644		—			1,644
Preferred shares subject to mandatory redemption		41,773		—			—			—		—			41,773
Total liabilities		180,980		385,036			15,677			123,215		—			704,908
Total stockholders’ equity		72,754		253,598			(3,473	)		237,212		(487,337	)		72,754
	$	253,734	$	638,634		$	12,204		$	360,427	$	(487,337	)	$	777,662

20

Condensed Consolidating Statements of Operations
For the Three Months Ended December 31, 2004
(Unaudited)

				Seminis						Subsidiary
	Seminis			Vegetable			Subsidiary			Non-
	(Parent)			(Issuer)			Guarantors			Guarantors			Eliminations			Consolidated
Net sales	$	—		$	68,199		$	1,801		$	77,815		$	(37,111	)	$	110,704
Cost of goods sold		—			37,153			1,934			45,098			(37,111	)		47,074
Gross profit		—			31,046			(133	)		32,717			—			63,630
Operating expenses
Research and development expenses		—			6,137			—			6,885			—			13,022
Selling, general and administrative expenses		—			22,269			458			30,647			—			53,374
Amortization of intangible assets		—			1,461			—			600			—			2,061
Total operating expenses		—			29,867			458			38,132			—			68,457
Gain on sale of assets		—			—			(275	)		102			—			(173	)
Income (loss) from operations		—			1,179			(866	)		(5,313	)		—			(5,000	)
Other income (expense)
Interest income		—			328			—			85			—			413
Interest expense		(6	)		(9,979	)		(11	)		(502	)		—			(10,498	)
Interest expense from preferred shares subject to mandatory redemption		(1,743	)		—			—			—			—			(1,743	)
Foreign currency gain (loss)		(83	)		1,271			—			8,899			—			10,087
Minority interest		—			—			—			87			—			87
Other, net		—			443			(1	)		(243	)		—			199
Equity from subsidiary		(6,324	)		612			—			—			5,712			—
		(8,156	)		(7,325	)		(12	)		8,326			5,712			(1,455	)
Income (loss) before income taxes		(8,156	)		(6,146	)		(878	)		3,013			5,712			(6,455	)
Income tax expense		—			(178	)		—			(1,523	)		—			(1,701	)
Net income (loss)	$	(8,156	)	$	(6,324	)	$	(878	)	$	1,490		$	5,712		$	(8,156	)

21

Condensed Consolidating Statements Of Operations
For the Three Months Ended December 26, 2003
(Unaudited)

				Seminis						Subsidiary
	Seminis			Vegetable			Subsidiary			Non-
	(Parent)			(Issuer)			Guarantors			Guarantors			Eliminations			Consolidated
Net sales	$	—		$	56,508		$	2,108		$	71,006		$	(27,730	)	$	101,892
Cost of goods sold		—			36,103			2,114			41,988			(27,730	)		52,475
Gross profit		—			20,405			(6	)		29,018			—			49,417
Operating expenses
Research and development expenses		—			6,000			—			5,574			—			11,574
Selling, general and administrative expenses		—			19,966			420			25,524			—			45,910
Amortization of intangible assets		—			1,331			—			556			—			1,887
Total operating expenses		—			27,297			420			31,654			—			59,371
Gain on sale of assets		—			—			—			2,525			—			2,525
Loss from operations		—			(6,892	)		(426	)		(111	)		—			(7,429	)
Other income (expense)
Interest Income		—			11			—			101			—			112
Interest expense		(6	)		(7,565	)		(16	)		(449	)		—			(8,036	)
Interest expense from preferred shares subject to mandatory redemption		(1,760	)		—			—			—			—			(1,760	)
Foreign currency gain (loss)		—			312			—			8,564			—			8,876
Other, net		—			2			5			184			—			191
Equity from subsidiary		(7,363	)		6,769			—			—			594			—
		(9,129	)		(471	)		(11	)		8,400			594			(617	)
Income (loss) before income taxes		(9,129	)		(7,363	)		(437	)		8,289			594			(8,046	)
Income tax expense		—			—			—			(1,083	)		—			(1,083	)
Net income (loss)		(9,129	)		(7,363	)		(437	)		7,206			594			(9,129	)

22

Condensed Consolidating Statements of Cash Flows
For the Three Months Ended December 31, 2004
(Unaudited)

			Seminis
	Seminis		Vegetable			Subsidiary			Subsidiary
	(Parent)		(Issuer)			Guarantors			Non-Guarantors			Eliminations		Consolidated
Net cash provided by (used in) operating activities	$	—	$	(23,191	)	$	603		$	(22,718	)	$	—	$	(45,306	)
Cash flows from investing activities:
Purchases of fixed and intangible assets		—		(782	)		(2	)		(2,304	)		—		(3,088	)
Proceeds from disposition of assets		—		—			—			139			—		139
Other		—		(1,103	)		—			(258	)		—		(1,361	)
Net cash used in investing activities		—		(1,885	)		(2	)		(2,423	)		—		(4,310	)
Cash flows from financing activities:
Proceeds from long-term debt		—		—			—			37			—		37
Repayment of long-term debt		—		(301	)		(43	)		(302	)		—		(646	)
Proceeds from short-term borrowings		—		—			—			10,162			—		10,162
Repayment of short-term borrowings		—		—			—			(1,992	)		—		(1,992	)
Net change in intercompany account		—		(19,136	)		(443	)		19,579			—		—
Net cash provided by (used in) financing activities		—		(19,437	)		(486	)		27,484			—		7,561
Effect of exchange rate changes on cash and cash equivalents		—		—			—			981			—		981
Increase (decrease) in cash and cash equivalents		—		(44,513	)		115			3,324			—		(41,074	)
Cash and cash equivalents, beginning of period		—		101,022			635			15,213			—		116,870
Cash and cash equivalents, end of period	$	—	$	56,509		$	750		$	18,537		$	—	$	75,796

23

Condensed Consolidating Statements of Cash Flows
For the Three Months Ended December 26, 2003
(Unaudited)

			Seminis
	Seminis		Vegetable			Subsidiary			Subsidiary
	(Parent)		(Issuer)			Guarantors			Non-Guarantors			Eliminations		Consolidated
Net cash provided by (used in) operating activities	$	—	$	(15,190	)	$	922		$	(9,179	)	$	—	$	(23,447	)
Cash flows from investing activities:
Purchases of fixed and intangible assets		—		(532	)		—			(1,172	)		—		(1,704	)
Proceeds from disposition of assets		—		1,060			—			2,591			—		3,651
Other		—		—			—			(103	)		—		(103	)
Net cash provided by investing activities		—		528			—			1,316			—		1,844
Cash flows from financing activities:
Proceeds from long-term debt		—		7,000			—			19			—		7,019
Repayment of long-term debt		—		(48	)		(38	)		(199	)		—		(285	)
Proceeds from short-term borrowings		—		—			—			6,060			—		6,060
Net change in intercompany account		—		53			(987	)		934			—		—
Capital contributions/ dividends received (paid) / other		—		102			—			(102	)		—		—
Net cash provided by (used in) financing activities		—		7,107			(1,025	)		6,712			—		12,794
Effect of exchange rate changes on cash and cash equivalents		—		—			—			(197	)		—		(197	)
Decrease in cash and cash equivalents		—		(7,555	)		(103	)		(1,348	)		—		(9,006	)
Cash and cash equivalents, beginning of period		—		18,669			906			17,249			—		36,824
Cash and cash equivalents, end of period	$	—	$	11,114		$	803		$	15,901		$	—	$	27,818

24

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the consolidated financial statements, including the notes thereto, appearing elsewhere herein. The following discussion and analysis contains certain “forward-looking statements” which are subject to certain risks, uncertainties and contingencies, including, without limitation, those set forth below, which could cause Seminis’ actual business results of operations or financial condition to differ materially from those expressed in or implied by, such statements.

RISK FACTORS

Readers should be aware that there are various risk factors including, but not limited to, those set forth below:

•   We have experienced losses in the past and we may experience losses in the future.

•   Following the acquisition transactions, the Company has incurred substantially higher levels of debt.

•   The Company’s failure to accurately forecast and manage inventory could result in an unexpected shortfall or surplus of seeds, which could have a material adverse effect on our business, results of operations or financial condition.

•   The Company owns production and processing facilities in numerous countries throughout the world and markets its products worldwide. Accordingly, fluctuations in currency rates may affect the Company’s operating results and net income.

•   The Company’s business is seasonal.

•   The Company continues to invest in research and development in order to enable us to identify and develop new products to meet consumer demands. In fiscal year 2004, our investment in research and development represented 9.7% of net sales. Despite investments in this area, our research and development may not result in the discovery or successful development of new products, which will be accepted by our customers.

•   The Company may not have the ability to protect its intellectual property due to the uncertainty of litigation and the ineffectiveness of the laws in some of the countries that the Company currently has operations, which could have a material adverse effect on our business, results of operations or financial condition.

•   A change in U.S. law protecting plant patents could limit or take away patent protection for the Company’s patented seeds, which could have a material adverse effect on our business, results of operations or financial condition.

•   The Company faces substantial competition due to technological advances by competitors such as other seed companies, pharmaceutical and chemical companies and biotechnology companies. Many of these companies have substantially greater resources than the Company. If a competitor introduces a competitively successful product, it could take years to develop a competitive seed variety, which could have a material adverse effect on our business, results of operations or financial condition.

•   Extreme weather conditions, disease and pests can materially and adversely affect the quality and quantity of seeds produced. There can be no assurance that these factors will not affect a substantial portion of the Company’s production in any year and have a material adverse effect on our business, results of operations or financial condition.

•   Defective seeds could result in claims and negative publicity, and the insurance covering claims may become unavailable or be inadequate, which could have a material adverse effect on our business, results of operations or financial condition.

•   The Company’s worldwide operation and products are highly regulated in the areas of safety and protection of human health and the environment. Compliance with these health and safety regulations can be costly.

25

OVERVIEW

Acquisition Transactions

On September 29, 2003, the Company completed the acquisition transactions, which have a significant effect on the Company’s financial statements (see Notes 2 and 3 to our consolidated financial statements).

The acquisition transactions are accounted for under the purchase method of accounting. In accordance with applicable accounting guidelines, the purchase price paid by Fox Paine for Seminis’ common stock plus related purchase accounting adjustments are “pushed down” and recorded in Seminis’ financial statements.

The 75.1% of deemed assets acquired and liabilities assumed in connection with the acquisition transactions were originally recorded at their estimated fair market values based on an independent appraisal and 24.9% of the historical bases were carried over, however, these values were in excess of the proportionate purchase price paid by Fox Paine for 75.1% of Seminis’ common stock. Accordingly, the negative goodwill totaling $433.4 million was allocated against the value of non-current assets on a proportionate basis. The following summarizes the fair market values, subsequent adjustments and the adjusted carrying values of the net assets acquired as of September 29, 2003:

				FMV			24.9%			Negative			Adjusted Basis
	Historical			Of 75.1%			Carryover			Goodwill			As of
	Basis			Acquired			Basis			Allocation			September 29, 2003
Current assets, excluding inventory	$	185,206		$	139,017		$	46,190		$	—		$	185,207
Inventory		279,680			283,107			69,751			—			352,858
Property, plant & equipment		166,943			125,308			41,635			(106,589	)		60,354
Goodwill		106,056			—			—			—			—
Intangibles		51,533			331,693			12,852			(271,536	)		73,009
In-process R&D		—			58,547			—			(47,929	)		10,618
Other long-term assets		18,463			13,859			4,605			(7,338	)		11,126
Current liabilities		(466,697	)		(354,905	)		(116,392	)		—			(471,297	)
	$	341,184		$	596,626		$	58,641		$	(433,392	)	$	221,875

The $73.2 million increase in inventory value was expected to be expensed as the inventory is sold over a 16-month period from the date of acquisition, based on an estimated inventory turn. The amortization period of the inventory step-up was subsequently changed to 18 months based on the actual inventory turn of fiscal year 2004. Intangible assets are amortized on a straight-line basis over periods between five and forty years.

At the consummation date of the acquisition transactions, existing in-process research and development projects were assessed. Projects were analyzed by stage of development and assigned success rates based on our historical experience of the probability that such projects would yield viable products. The weighted average stage of completion for our in-process research and development projects was 65%.

The time and capital required for the development of new products represent significant industry complexities in the vegetable and fruit seed industry. Development cycles can last five to 12 years for a proprietary variety to reach commercial viability.

In our forecasting model for each project, cash flows from revenues forecasted in each period were reduced by related expected expenses, capital expenditures and the cost of working capital. The discount rates applied to a project’s cash flows were approximately 22% to 24%, based on the level of risk associated with a particular project and the current return on investment requirements of the market.

In-process research and development was immediately expensed in the results of the successor entity for the one-day period ended September 30, 2003.

The acquisition transactions resulted in the incurrence of additional operating expenses in both the predecessor and successor companies. The main components of these operating expenses were related to transaction fees for obtaining an exchange and fairness opinion, and expenses for the buyout of existing options, severance and restricted stock.

26

OUTLOOK

The change in the basis of assets and liabilities, resulting from the acquisition transactions, will continue to impact the operating results of the Company. During the first six months of fiscal year 2005, gross margins will be lower, resulting from the amortization of the increased basis in inventory. The increase in inventory basis of $73.2 million, resulting from the purchase accounting adjustments made in connection with the acquisition transactions, is reflected in the statement of operation through decreased margins as the related inventory is sold. This non-cash adjustment will continue as the remaining inventory of approximately $16.0 million is expected to be sold by March 2005. Approximately over the next eight years, operating expenses will benefit from an annual reduction in depreciation expense of approximately $7.6 million, which will reduce research and development, selling, general and administrative expenses. Our future results are expected to be adversely impacted by increased interest expense as a result of higher average debt levels outstanding coupled with higher interest rates.

The Company will continue to execute its Value Capture Strategy and will focus on opportunities, such as potential acquisitions, to achieve long term growth targets.

Seasonality

The seed business is highly seasonal. Generally, net sales are highest in the second fiscal quarter due to increased demand from Northern Hemisphere growers who plant seed in the early spring. We recorded 33.5% of our fiscal year 2004 net sales during our second fiscal quarter. We have historically operated at a loss during the first and third fiscal quarters due to lower sales during these quarters. Our results in any particular quarter should not be considered indicative of the results for a full year. For these reasons, a sequential quarter to quarter comparison is not a good indication of our historical performance or of how we will perform in the future.

Results of Operations

The table below sets forth Seminis’ results of operations data expressed as a percentage of net sales.

	Three Months Ended
	December 31,			December 26,
	2004			2003
	(Unaudited)
Net sales		100.0	%		100.0	%
Gross margin		57.5			48.5
Research and development expenses		11.8			11.4
Selling, general and administrative expenses		48.2			45.1
Amortization of intangible assets		1.9			1.8
Total operating expenses		61.9			58.3
Gain (loss) on sale of fixed assets		(0.2	)		2.5
Loss from operations		(4.6	)		(7.3	)
Interest expense, net		(10.7	)		(9.6	)
Other non-operating income (expense), net		9.4			8.9
Loss before income taxes		(5.9	)		(8.0	)
Income tax expense		(1.5	)		(1.0	)
Net loss		(7.4	)%		(9.0	)%

Three Months Ended December 31, 2004 Compared with Three Months Ended December 26, 2003

Net Sales

Net sales increased 8.6% to $110.7 million for the three months ended December 31, 2004 compared to $101.9 million for the three months ended December 26, 2003. The result was partially due to $3.8 million of positive impact of currency fluctuations primarily relating to the strengthening of the Euro and South Korean Won versus the U.S. Dollar during the first quarter of fiscal year 2005 compared to the same period in the prior year. In constant dollars stated at average monthly exchange rate of the first quarter of fiscal year 2004 and excluding non-seed sales, net seed sales would have increased 4.1% for the first quarter of fiscal year 2005. The increase was primarily a result of price increases implemented in October 2004 and the availability of high-demand seed. Geographically, the sales increases were primarily in the Americas, Asia Pacific and West Asia with gains in sales in tomato and melon, which was partially offset by sales decrease in Europe.

Gross Profit

Gross profit increased 28.8% to $63.6 million for the three months ended December 31, 2004 from $49.4 million for the three months ended December 26, 2003. Gross margin percentage increased to 57.5% for the three months ended December 31, 2004 from 48.5% for the three months ended December 26, 2003. The increase was primarily due to

27

improved margin and mix impact of $2.3 million, volume impact of $4.2 million, lower seedmen’s claims and inventory reserve provision of $5.0 million, and currency fluctuation impact of $2.7 million.

Research and Development Expenses

Research and development expenses increased 12.5% to $13.0 million for the three months ended December 31, 2004 from $11.6 million for the three months ended December 26, 2003. This increase was primarily the result of cost of living adjustments, and $0.5 million of currency fluctuations from research and development expenses in Europe and South Korea in the first three months of fiscal year 2005. As a percentage to sales, research and development expenses for the three months ended December 31, 2004 increased to 11.8% from 11.4% in the same period last year.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased 16.3% to $53.4 million for the three months ended December 31, 2004 from $45.9 million for the three months ended December 26, 2003. The increase was primarily due to cost of living adjustments, variable expenses associated with sales, $2.1 million of currency exchange impact on European and South Korean expenses, $0.5 million of management fee and related expenses, and $1.0 million of severance expense. As a percentage to net sales, selling, general and administrative expenses for the three months ended December 31, 2004 was 48.2%, compared to 45.1% in the same period last year.

Amortization of Intangible Assets

Amortization of intangible assets increased 9.2% to $2.1 million for the three months ended December 31, 2004 from $1.9 million for the three months ended December 26, 2003.

Gain (Loss) on Sale of Fixed Assets

The gain (loss) on sale of assets was a loss of $0.2 million for the three months ended December 31, 2004 compared to a gain of $2.5 million for the three months ended December 26, 2003. The gain for the three months ended December 26, 2003, resulted primarily from fixed asset sales by our South Korean subsidiary.

Interest Expense, Net

Interest expense, net, increased 22.1% to $11.8 million for the three months ended December 31, 2004 from $9.7 million for the three months ended December 26, 2003. The increase was primarily due to higher debt levels and interest rates from the issuance of additional 10 1/4% senior subordinated notes on January 23, 2004.

Other Non-Operating Income, Net

We had other non-operating income, including foreign currency gain (loss) and minority interest, net, of $10.4 million and $9.1 million for the three months ended December 31, 2004 and the three months ended December 26, 2003, respectively. Other non-operating income, net, for the three months ended December 31, 2004 primarily consisted of foreign currency gain of $10.1 million, minority interest benefit of $0.1 million and other income of $0.2 million. Other non-operating income, net, for the three months ended December 26, 2003, primarily consisted of foreign currency gains of $8.9 million and other income of $0.2 million. The foreign currency gain in both the first quarter of fiscal years 2005 and 2004 primarily related to a U.S. dollar-denominated intercompany loan in the Netherlands.

Income Tax Expense

Income tax expense was $1.7 million or a 26.4% effective tax rate, and $1.1 million or a 13.5% effective tax rate for the three months ended December 31, 2004 and December 26, 2003, with pre-tax losses of $6.5 million and $8.0 million, respectively. The variation in income tax rate was primarily due to the amount and mix of worldwide income at Seminis’ subsidiaries.

28

Liquidity and Capital Resources

Background

In connection with the acquisition transactions, the Company became a privately held company, acquired all of its publicly held shares of Class A common stock, shares of Class B common stock, and shares of Class B and Class C Redeemable Preferred Stocks, repaid the $216.6 million of principal outstanding under its senior credit facility, and $11.6 million of a mortgage on its Oxnard real property. In order to fund these transactions and other related expenses, Fox Paine purchased shares of the Company’s common stock for a purchase price of $163.2 million, the Company issued $190.0 million of ten year, 10 ¹/4% senior subordinated notes, established a senior secured credit facility that consisted of a $190.0 million term loan and a $60.0 million revolving loan (none of the revolving loan was outstanding at December 31, 2004 and September 30, 2004, respectively), borrowed $17.0 million under a new mortgage note, and issued paid-in-kind mandatory redeemable preferred stock (see Note 11 to our consolidated financial statements — PIK Preferred Stock) along with warrants to purchase 3.9 million shares of common stock for combined proceeds of $50.0 million.

Upon completion of the acquisition transactions, the Company had total indebtedness of $421.3 million as of September 30, 2003 compared to $252.5 million before the transactions.

Cash flows from operations

Operating activities utilized $45.3 million and $23.4 million in cash flow during the three months ended December 31, 2004 and December 26, 2003, respectively. The increase in cash utilization in operating activities was primarily due to an incremental interest payment of $19.1 million based on the interest due dates during the first quarters of fiscal year 2005 and 2004, and $1.5 million of dividend for preferred C shares.

Cash flows from investments

Capital expenditures increased to $3.1 million for the three months ended December 31, 2004, from $1.7 million in the same period of the prior fiscal year. Other investing activities for the three months ended December 31, 2004 included $0.1 million from proceeds from the sale of assets compared to $3.7 million in the prior fiscal year. The decrease in proceeds during the three months ended December 31, 2004 was primarily due to higher asset sales in our South Korean subsidiary in the prior fiscal period.

Cash flows from financings

On January 23, 2004, the Company issued an additional $140.0 million of its 10 ¹/4% senior subordinated notes, at a premium of $12.6 million. These notes have identical terms and conditions as the $190.0 million of senior subordinated notes issued as part of the acquisition transactions on September 29, 2003. The net proceeds from the additional notes, after deducting underwriting discounts and other expenses, were approximately $145.6 million. These net proceeds from the offering were used to repay $100.0 million and $15.0 million of the borrowings under the term loan portion and revolver portion, respectively, of Company’s senior secured credit facility and for general corporate purposes.

Concurrently with the offering of the additional notes, the Company amended the senior secured credit facility. The amended senior secured credit facility decreased the term loan from $190.0 million to $90.0 million, increased the revolving credit facility from $60.0 million to $75.0 million, amended pricing terms on both the term loan and revolver portion of the credit facility, and amended certain financial covenants.

The Company’s total indebtedness as of December 31, 2004 was $470.5 million, of which $88.6 million were borrowings under Company’s term loan, $341.4 million were borrowings under our senior 10 ¹/4% subordinated notes (including $11.4 million of remaining premium balance, which will be amortized over the life of the notes and reduces interest expense), and $17.0 million, $6.2 million, $1.5 million and $15.8 million were borrowings by its United States, Spanish, Italian and South Korean subsidiaries, respectively. The Company also has $42.0 million of preferred shares subject to mandatory redemption (see Note 11— PIK Preferred Stock). As of December 31, 2004, the Company has cash and cash equivalents of $75.8 million.

Going forward, the Company’s principal source of liquidity will be cash flow generated from operations, borrowings under its senior secured credit facility and additional capital infusion. The Company’s principal uses of cash will be to meet debt service requirements, finance capital expenditures and provide working capital. Based on the current level of operations, management believes that remaining cash on hand, cash flow from operations and available borrowings

29

under its revolving credit portion of the senior secured credit facility will enable the Company to meet its working capital, capital expenditure, debt service and other funding requirements for at least the next 12 months.

Our exposure to foreign currency fluctuations is primarily due to foreign currency gains or losses that occur from intercompany receivables and payables between Seminis Vegetable Seeds Inc. and its foreign subsidiaries.

The Company entered into an interest rate swap agreement in September 2003. The purpose of the swap agreement is to hedge approximately $16.8 million of variable rate debt associated with the Company’s mortgage on its worldwide headquarter facility in Oxnard, CA. Changes in the fair value of the hedge instrument are reflected in other comprehensive income (loss) and the associated interest is reflected in the statement of operations over the term of the mortgage.

Recent Accounting Pronouncements

In December 2004, the FASB issued SFAS No. 123(R), Share-Based Payment, which establishes standards for transactions in which an entity exchanges its equity instruments for goods or services. This standard requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. SFAS No. 123(R) eliminates the exception to account for such awards using the intrinsic method previously allowable under APB Opinion No. 25. SFAS No. 123(R) will be effective for interim or annual reporting periods beginning on or after June 15, 2005. The Company has adopted FASB Statement No. 123 under the provisions of SFAS No. 148 on October 1, 2003; see Note 9 Benefit Plan (Stock Based Compensation) for related disclosure under this provision. Accordingly we believe SFAS No. 123(R) will not have a material impact on our balance sheet or income statements. We continue to assess the potential impact that the adoption of SFAS No. 123(R) could have on our statements of cash flows.

In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets, which eliminates the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. SFAS No. 153 will be effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. We do not believe the adoption of SFAS No. 153 will have a material impact on our financial statements.

In November 2004, FASB Statement No. 151, Inventory Costs, an Amendment of ARB No. 43, Chapter 4 (“SFAS No. 151”), was issued. The amendments made by SFAS No. 151 clarify that abnormal amounts of idle facility expense, freight, handling costs, and wasted materials (spoilage) should be recognized as current-period charges and require the allocation of fixed production overheads to inventory based on the normal capacity of the production facilities. SFAS No. 151 will become effective for us beginning in fiscal 2006. We are in the process of assessing the impact SFAS No. 151 will have on our financial position and results of operations.

Recent Tax Legislation

The United States Congress passed the American Jobs Creation Act of 2004 (the “Act”), which the President signed into law on October 22, 2004. Key provisions of the Act include a temporary incentive for U.S. multinational corporations to repatriate foreign earnings, a domestic manufacturing deduction, and international tax reforms designed to improve the global competitiveness of U.S. businesses. In accordance with SFAS 109, “Accounting for Income Taxes,” we will reflect the effects of the Act, if any, in the first half of fiscal 2005 as part of income tax expense for the period. We are still evaluating the impact of the Act on the Company. Accordingly, we have not yet determined its impact on our effective tax rate and on our deferred tax assets and liabilities.

30

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Our market risk disclosures set forth in the Form 10-K, as filed with the SEC on September 30, 2004 have not changed significantly through the three months ended December 31, 2004.

Item 4. Controls and Procedures

The Company’s chief executive officer and chief accounting officer have concluded, based on their evaluation as of the end of the period covered by this report, that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed in reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, process, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. There have been no significant changes in the Company’s internal controls over financial reporting during the first quarter of fiscal year 2005 that have materially affected, or are reasonably likely to materially effect, the registrant’s internal control over financial reporting.

31

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

In mid-October 2003, Seminis was notified by the University of California at Davis (UCD) that 20 grams of tomato seed donated to the university in 1996 by Petoseed (acquired by Seminis) for research purposes was believed to be bioengineered seed. UCD had grown a seed crop from this seed and distributed 30 samples (each including about 25 seeds) to researchers and horticulturists in the United States and abroad over the past seven years. UCD, Seminis and the recipients of this seed were unaware that these seeds carried a biotech trait. Seminis and UCD have investigated this matter, and it is unclear when or where the seeds were mislabeled.

The biotech trait involved here, known as the PG-gene, had been cleared for human consumption by the Food and Drug Administration in 1994, and a different seed variety with this trait was planted commercially until 1999. Federal regulators indicated there was no evidence that the seed in this instance was used for anything other than research.

Seminis and UCD worked with the U.S. Department of Agriculture, as well as similar local agencies in the countries where seed was sent to determine what happened and what actions, if any, needed to be taken. The USDA has now closed its investigation with a minor fine paid by Seminis, and an update to Seminis’ seed handling training.

As part of the formation of LSL PlantScience, a joint venture between Seminis and LSL Biotechnologies, LSL Biotechnologies contributed certain agreements between LSL Biotechnologies and a third party. These agreements contain provisions that permanently restrict the third party from engaging in the development or marketing of open field tomato seeds having long-shelf-life characteristics in certain areas in the world, including North America. In September 2000, the Antitrust Division of the U.S. Department of Justice filed suit in the U.S. District Court for the District of Arizona against LSL PlantScience, LSL Biotechnologies and Seminis to delete these restrictive provisions. On March 29, 2002, the U.S. District Court dismissed without prejudice the action against LSL PlantScience, LSL Biotechnologies and Seminis. The U.S. Department of Justice appealed this ruling, but their appeal was denied by a panel of the Ninth Circuit Court of Appeals on August 11, 2004. The U.S. Department of Justice filed a Petition for Panel Rehearing and Suggestion for Rehearing En Bank on September 23, 2004, requesting that the panel’s decision be vacated, and the district court’s order reversed (U.S. v. LSL Biotechnologies, 9th Cir., No. 02-16472, 8/11/04). On October 20, 2004, the government’s petition was denied, and the mandate was issued on November 3, 2004.

During the last months of fiscal year 2002, Seminis’ subsidiary in Spain sold Boludo tomato seed to growers in the Canary Islands, Almeria, Murcia and Granada areas of Spain. Subsequently, some plantings with this seed showed symptoms of the bacteria, Clavibacter michiganses, which can be seed borne, among other possible sources. Seminis has been conducting an investigation of the seeds and until July 31, 2003, all Seminis seed used in these plantings that had been tested, tested negative for the presence of the bacteria. Spanish authorities requested an analysis of all seed lots sold in the Canary Islands. On July 31, 2003, Seminis was notified that after analyzing 89 officially sealed samples of batches of Boludo seed, a single seed batch tested positive for the presence of the bacteria. Seminis believes that other factors that may cause the disease were present at the time of the infection, and could be responsible for, or contributing factors to, the presence of the bacteria and damage to the crops. These factors include, but are not limited to: poor sanitary practices in the growers’ fields (failure to remove debris from prior harvests); bacteria from sources other than Seminis that remained in the plantings from prior seasons; the practice of grafting, which can magnify the effects of minor outbreaks; failure to properly rotate crops from season to season; and third-party sources (different strains) of the disease that may have been present. Seminis continues to investigate this matter vigorously, in particular investigating the single positive test result, which is inconsistent with the findings of all of the other independent laboratories’ test results obtained from testing officially sealed batches samples of Seminis seed. Tomato growers may initiate legal claims against Seminis alleging that Seminis seeds were the source of the bacteria and claiming significant damages and Seminis cannot predict the outcome of any such claim, if initiated. As part of its customer relations initiatives, Seminis has entered into a $2.9 million settlement of this matter with growers in Almeria, and continues to work with its insurance carriers and counsel to investigate and close out this matter in other locations in Spain.

We are involved from time to time as a defendant in various other lawsuits arising in the normal course of business. We believe that no current claims, individually or in the aggregate, will have a material adverse effect on our business, results of operations or financial condition.

32

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

See Note 14 to our consolidated financial statements.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

See Note 14 to our consolidated financial statements.

Item 5. Other Information

None.

Item 6. Exhibits

33

Exhibit Index

Exhibit
Number	Description
2.1	Agreement and Plan of Merger by and among Seminis, Inc., Seminis Acquisition LLC, Seminis Merger Corp., and Fox Paine & Co., LLC, dated as of May 30, 2003.*
2.2	Stock Purchase Agreement by and among Fox Paine Seminis Holdings., LLC Banca Afirme, SA., Instiucion de Banca Multiple, Afirme Grupo Financiero, as Trustee, Under the Irrevocable Administration and Payment Trust Number 167-5 (Fideicomiso Irrevocable de Administracion y Pago Numero 167-5), Seminis Acquisition LLC and Seminis Merger Corp., dated as of May 30, 2003.*
2.3	Amended and Restated Exchange Agreement by and between Seminis, Inc. and Savia, S.A. de C.V. dated as of May 30, 2003.*
2.4	Contribution Agreement by and among Seminis Acquisition LLC, Savia, S.A. de C.V., Banca Afirme, S.A., Institucion de Banca Multiple, Afirme Grupo Financiero, as Trustee, under the Irrevocable Administration and Payment Trust Number 167-5 (Fideicomiso Irrevocable de Administracion y Pago Numero 167-5), Conjunto Administrativo Integral, S.A. de C.V., Desarrollo Consolidado de Negocios, S.A. de C.V., Emprima, S.A. de C.V., Park Financial Group, Ltd (BVI), Alfonso Romo Garza and Certain Members of Seminis and Savia Management, dated as of May 30, 2003.*
2.5	Amendment to Contribution Agreement, dated as of September 29, 2003, by and among Seminis Acquisition LLC, Savia, S.A. de C.V., Banca Afirme, S.A., Institucion de Banca Multiple, Afirme Grupo Financiero, as Trustee, Under the Irrevocable Administration and Payment Trust Number 167-5 (Fideicomiso Irrevocable de Administracion y Pago Numero 167-5), Conjunto Administrativo Integral, S.A. de C.V., Desarrollo Consolidado de Negocios, S.A. de C.V., Emprima, S.A. de C.V., Park Financial Group, Ltd (BVI), Alfonso Romo Garza and Certain Members of Seminis and Savia Management.*
3.1	Articles of Incorporation of Seminis Vegetable Seeds, Inc.*
3.2	By-laws of Seminis Vegetable Seeds, Inc.*
3.3	Amended and Restated Certificate of Incorporation of Seminis, Inc.*
3.4	By-laws of Seminis, Inc.*
3.5	Certificate of Designation of Preferences and Rights of Class C Redeemable Preferred Stock of Seminis, Inc.*
3.6	Articles of Incorporation of Petoseed International, Inc.*
3.7	By-laws of Petoseed International, Inc.*
3.8	Articles of Incorporation of PGI Alfalfa, Inc.*
3.9	By-laws of PGI Alfalfa, Inc.*
3.10	Articles of Incorporation of Baxter Seed Co., Inc.*
3.11	By-laws of Baxter Seed Co., Inc.*
4.1	Indenture, dated as of September 29, 2003, by and among Seminis Vegetable Seeds, Inc., Seminis, Inc., Petoseed International, Inc., PGI Alfalfa, Inc., and Baxter Seed Co., Inc. and Wells Fargo Bank, National Association for the 10 1/4% Senior Subordinated Notes due 2013.*
4.2	Registration Rights Agreement, dated as of September 29, 2003, by and among Seminis Vegetable Seeds, Inc., Seminis, Inc., Petoseed International, Inc., PGI Alfalfa, Inc., Baxter Seed Co., Inc. and Citigroup Global Markets Inc., CIBC World Markets Corp., Harris Nesbitt Corp., and Rabo Securities USA, Inc.*
4.3	Form of Global Note for 10 1/4% Senior Subordinated Notes due 2013 of Seminis Vegetable Seeds, Inc. (contained as an exhibit to Exhibit 4.1 hereto).*
4.4	Form of Exchange Agent Agreement by and among Seminis Vegetable Seeds, Inc., Seminis, Inc., Petoseed International, Inc., PGI Alfalfa, Inc., Baxter Seed Co., Inc. and Wells Fargo Bank, National Association.*
4.5	Registration Rights Agreement, dated as of January 23, 2004, by and among Seminis Vegetable Seeds, Inc., Seminis, Inc., Petoseed International, Inc., PGI Alfalfa, Inc., Baxter Seed Co., Inc. and Citigroup Global Markets Inc.*

34

Exhibit
Number	Description
10.1	Amended and Restated Stockholders’ Agreement, dated as of September 29, 2003, by and among SEMINIS, INC., a Delaware corporation, Fox Paine Capital Fund II, L.P., a Delaware limited partnership, Fox Paine Capital Fund II Co-Investors, L.P., a Delaware limited partnership, E and A `J’ Trust, FPC Investment GP, FPSH Coinvestment Fund I, LLC, a Delaware limited liability company, FPSH Coinvestment Fund II, LLC, a Delaware limited liability company, FPSH Coinvestment Fund III, LLC, a Delaware limited liability company, FPSH Coinvestment Fund IV, LLC, a Delaware limited liability company, FPSH Coinvestment Fund V, LLC, a Delaware limited liability company, Alfonso Romo Garza, Gaspar Alvarez, Franco Campana, Bruno Ferrari, Charles Edward Green, Luis Maiz, Mateo Mazal, Bernardo Jimenez Barrera, Adrian Rodriguez Macedo, Jose Manuel Madero, Jean Pierre Posa, Banca Afirme, S.A., Institucion De Banca Multiple, Afirme Grupo Financiero, as Trustee, under the irrevocable Administration and Payment Trust Number 167-5 (Fideicomiso Irrevocable De Administracion Y Pago Numero 167-5), a trust organized under the United Mexican States, Conjunto Administrativo Integral, S.A. De C.V., a corporation (sociedad anonima de capital variable) organized under the United Mexican States, Emprima, S.A. De C.V., a corporation (sociedad anonima de capital variable) organized under the United Mexican States, Park Financial Group, Ltd, (BVI), a British Virgin Islands Company, Desarrollo Consolidado De Negocios, S.A. De C.V., a corporation (sociedad anonima de capital variable) organized under the United Mexican States, Savia, S.A. De C.V., a corporation (sociedad anonima de capital variable) organized under the United Mexican States, Banca Afirme, S.A. Institucion De Banca Multiple, Afirme Grupo Financiero, As trustee, under the Administration Trust Number 243-4 (Fideicomiso De Administracion), a trust organized under the United Mexican States, The Irrevocable Administration and Payment Trust Number 131-4 Entered into by Banca Afirme, S.A., Institucion De Banca Multiple, Afirme Grupo Financiero, in its capacity as Trustee and Pulsar Internacional, S.A. De C.V., executed on July 23, 2001, as amended, a trust organized under the United Mexican States, Marcela Gonzalez, The Northwestern Mutual Life Insurance Company, Stichting Pensioenfonds ABP and Stichting Pensioenfonds Voor De Gezondheid, Geestelijke en Maatschappelijke Belangen.*
10.2	Employment Agreement, dated as of May 30, 2003, between Seminis, Inc. and Alfonso Romo Garza.*
10.3	Employment Agreement, dated as of May 30, 2003, between Seminis, Inc. and Bruno Ferrari.*
10.4	Amendment, dated August 7, 2003, to the Employment Agreement, made May 30, 2003, between Seminis, Inc. and Bruno Ferrari.*
10.5	Employment Agreement, dated as of May 30, 2003, between Seminis, Inc. and Mateo Mazal Beja.*
10.6	Employment Agreement, dated as of May 30, 2003, between Seminis, Inc. and Bernardo Jimenez.*
10.7	Employment Agreement, dated as of May 30, 2003, between Seminis, Inc. and Gaspar Alvarez.*
10.8	Employment Agreement, dated as of May 30, 2003, between Seminis, Inc. and Jose Manuel Madero Garza.*
10.9	Employment Agreement, dated as of May 30, 2003, between Seminis, Inc. and Charles Edward Green.*
10.10	New Senior Secured Credit Facility by and among Seminis Vegetable Seeds Inc. as the borrower, Seminis, Inc. as the parent guarantor, Citicorp North America, Inc. as administrative agent, CIBC World Markets Corp. and Rabobank International as co-documentation agents, Harris Trust and Savings Bank as syndication agent and Citigroup Global Markets Inc. together with Harris Trust and Savings Bank as joint lead arrangers and joint bookrunners consisting of a $75.0 million revolving loan and a $90.0 million term loan, dated as of September 29, 2003, as amended by Amendment No. 1 thereto dated as of January 15, 2004.*
10.11	Amended and Restated Employment Agreement, dated as of January 22, 2005, between Seminis, Inc. and Bruno Ferrari Garcia de Alla.
10.12	Amended and Restated Employment Agreement, dated as of January 22, 2005, between Seminis, Inc. and Charles Edward Green.
10.13	Amended and Restated Employment Agreement, dated as of January 22, 2005, between Seminis, Inc. and Gaspar Alvarez.
10.14	Amended and Restated Employment Agreement, dated as of January 22, 2005, between Seminis, Inc. and Jose Manuel Madero Garza.
10.15	Amended and Restated Employment Agreement, dated as of January 22, 2005, between Seminis, Inc. and Gerard Renou.
10.16	Separation Agreement, dated as of January 22, 2005, between Seminis, Inc. and Alfonso Romo Garza.
10.17	Separation Agreement, dated as of January 22, 2005, between Seminis, Inc. and Bernardo Jimenez.
10.18	Separation Agreement, dated as of January 22, 2005, between Seminis, Inc. and Mateo Mazal Beja.
14.	Code of Ethics.
21.1	Subsidiaries of Registrants.*
31.1	Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Vice President, Finance and Worldwide Corporate Comptroller under Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Vice President, Finance and Worldwide Corporate Comptroller under Section 906 of the Sarbanes-Oxley Act of 2002.

* Previously filed as exhibits to the Registration Statement declared effective on March 19, 2004 (SEC No. 333-11050604).

35

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 thereunto duly authorized.

Date: February 14, 2005	SEMINIS, INC.
	/s/ Alfonso Romo Garza
	Alfonso Romo Garza
	Chief Executive Officer (Principal Executive Officer)

/s/ Gaspar Alvarez Martinez  

Gaspar Alvarez Martinez 

VP Finance & Worldwide Corporate Comptroller (Principal Accounting Officer) 

36

EX-10.11

Exhibit 10.11

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     AGREEMENT, made January 22, 2005, by and between Seminis, Inc. (the “Company”) and Bruno Ferrari Garcia de Alba (“Executive”).

RECITALS

     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

     WHEREAS this Agreement is intended to be a complete amendment and restatement of the employment agreement by and between Seminis Merger Corp., the predecessor to the Company, and Executive dated May 30, 2003, as amended (the “Prior Agreement”); and

     WHEREAS in order to induce Executive to serve as the Chief Executive Officer of the Company following such Merger, the Company desires to provide Executive with compensation and other benefits on the terms and conditions set forth in this Agreement; and

     WHEREAS, Executive is willing to accept such employment and perform services for the Company on the terms and conditions hereinafter set forth:

     NOW, THEREFORE, it is hereby agreed by and between the parties as follows:

     1. Employment.

     1.1 This Agreement shall become effective at the Effective Time (as defined in the Merger Agreement) and, except as otherwise expressly provided herein, shall be of no force or effect prior to such time, or in the event the Merger Agreement is terminated prior to the consummation of the Merger. For purposes of this Agreement, “Effective Date” means the date on which the Effective Time occurs.

     1.2 Subject to the terms and conditions of this Agreement, the Company agrees to employ Executive during the Term (as defined below) as Chief Executive Officer of the Company. In his capacity as Chief Executive Officer, Executive shall report to the Executive Vice President International Commercial of Parent, or such other officer of Parent who assumes the responsibilities thereof, (the “EVP”) and shall have the customary powers, responsibilities and authorities of chief executive officers of wholly-owned subsidiary corporations of the size, type and nature of the Company, as it exists from time to time; provided, however, Executive shall have responsibilities and powers consistent with the responsibilities and powers under Section 6 of the Contingent Value Right Agreement attached as Exhibit A to the Merger Agreement (the “CVR Agreement”).

     1.3 Subject to the terms and conditions of this Agreement, Executive hereby accepts employment as the Chief Executive Officer of the Company, commencing on the Effective Date.

     1.4 Executive shall perform his duties under this Agreement with reasonable diligence and faithfulness, and shall devote his full business time (excluding any periods of vacation or sick leave) and attention to such duties. Nothing in this Agreement shall preclude Executive from engaging in charitable and community affairs, from managing any passive investment made by him in publicly traded equity securities or other property or from continuing to serve as a member of the board of directors or as a trustee of any other corporation, association or entity with respect to which Executive serves as a director or trustee as of the date of this Agreement, or, with the prior written consent of the EVP, such consent not to be unreasonably withheld, serving as a member of a board of directors or as a trustee of any other corporation, association or entity, provided, that these activities do not materially interfere with

2

the performance of Executive’s duties and responsibilities hereunder or violate the provisions of Section 12 of this Agreement.

     1.5 If requested, Executive agrees to serve, without additional compensation, as an officer and director for one or more of the Company’s 20% or more owned subsidiaries, partnerships, joint ventures, and limited liability companies (collectively, such entities, the “Affiliated Group”), provided, that such service does not materially interfere with Executive’s performance of his duties and responsibilities as Chief Executive Officer of the Company.

     1.6 Executive’s principal location of employment shall be at the Company’s offices located in Oxnard, California, provided, that Executive may be required under reasonable business circumstances to travel outside of such location in connection with performing his duties under this Agreement.

     2. Term of Employment. Executive’s term of employment under this Agreement shall commence on the Effective Date and, subject to the terms hereof, shall terminate on the earlier of (i) September 29, 2008 (the “Termination Date”) or (ii) the termination of Executive’s employment pursuant to this Agreement (the period from the Effective Date until the termination of Executive’s employment under this Agreement shall be the “Term”). This Agreement shall be renewed automatically for succeeding terms of one (1) year following the Termination Date (in which case both the Termination Date and the Term shall be extended one year on each renewal), unless either party gives written notice to the other at least 120 days prior to the applicable Termination Date of its intention not to renew or Executive’s employment is terminated prior to the Termination Date pursuant to Section 6.

3

     3. Compensation.

     3.1 Salary. The Company shall pay Executive an initial annual base salary of $728,750. The Base Salary shall be reviewed by the Company no less frequently than annually in a manner consistent with similarly situated executives of the Company and may be increased but not decreased. For all purposes under this Agreement, the term “Base Salary” shall refer to Executive’s initial annual Base Salary as it may be increased and in effect from time to time. Base Salary shall be payable in accordance with the ordinary payroll practices of the Company.

     3.2 Annual Bonus. (a) During the Term, Executive shall be eligible to receive an annual bonus (the “Bonus”) with a target Bonus set at 75% of Base Salary (the “Target Bonus”) and a maximum Bonus of 93.75% of Base Salary. For any Company fiscal year ending after August 31, 2007, Executive’s Bonus shall be based upon the satisfaction of performance objectives and in accordance with the performance matrix to be determined by the Internal People Committee of Parent (the “Committee”) based upon the recommendations of the EVP (which shall in turn be based on consultations with Executive) in his reasonable discretion and communicated to Executive at the beginning of each fiscal year of the Company. Determinations of the Bonus shall be made in good faith and in a manner consistent with the then existing applicable corporate governance policies of Parent.

          (b) For the Company’s fiscal years ending August 31, 2006 (“FY 2006”) and August 31, 2007 (“FY 2007”), the Bonus shall be based upon the satisfaction of performance objectives and shall be determined on a weighted basis comprised of the following criteria:

(i)   Milestones based upon Company EBITDA as set forth in the Approved Annual Business Plan (as defined below) — 40% (the “EBITDA Component”);

4

(ii)	Executive performance goals established annually by the Committee based upon the recommendations of the EVP — 20% (the “Individual Component”);
(iii)	Milestones based upon Company net sales as set forth in the Approved Annual Business Plan — 20% (the “Sales Component”); and
(iv)	Milestones based upon Company net working capital as set forth in the Approved Annual Business Plan — 20% (the “Net Working Capital Component”)

(items (i) through (iv) collectively, the “Performance Objectives,” and each, separately, a “Performance Objective”). For purposes of this Section 3.2(b), “Approved Annual Business Plan” means the detailed one year business, operating and strategic plan for the Company, as approved by the EVP and the CVR Committee (as defined in the CVR Agreement), as contemplated in the CVR Agreement, for the fiscal year. During FY 2006 and FY 2007, the Bonus shall be equal to the sum of: (A) (Target Bonus)(.4)(the Applicable Percentage for the EBITDA Component), PLUS (B) (Target Bonus)(.2)(the Applicable Percentage for the Individual Component), PLUS (C) (Target Bonus)(.2)(the Applicable Percentage for the Sales Component), PLUS (D) (Target Bonus)(.2)(the Applicable Percentage for the Net Working Capital Component), where the Target Bonus is expressed in dollars and the Applicable Percentage with respect to any given Performance Objective is determined in accordance with the performance matrix below.

5

Performance Matrix

If Performance is:	Applicable Percentage:
Less than 90% of Performance Objective	0%
90% of Performance Objective	50%
95% of Performance Objective	75%
100% of Performance Objective	100%
125% of Performance Objective or greater	125%

In the event actual performance for any fiscal year falls between any threshold listed in the chart above (e.g. 91% of Performance Objective), then the Applicable Percentage shall be adjusted accordingly using a straight line method of interpolation (e.g. if actual performance is at 91% of Performance Objective, then the Applicable Percentage shall be 55%; if actual performance is 92% of Performance Objective, then the Applicable Percentage shall be 60%, etc.). Executive’s annual bonus with respect to the Company’s current fiscal year ending September 30, 2005 (“FY 2005”), shall be based on the Company’s bonus plan in effect as of the date hereof, as set forth on Section 4.10(a) of the Company Disclosure Schedule to the Merger Agreement.

     3.3 Equity Program. Executive shall be considered an eligible employee for purposes of participation in the Monsanto Company Long-Term Incentive Plan, or any successor thereto,

6

with such participation to be on terms and conditions comparable to those applicable to other executives eligible to participate in such plan.

     3.4 Retention Bonus. (a) Subject to and in accordance with the terms of this Section 3.4, Executive shall be eligible to receive a retention bonus (“Retention Bonus”), with a maximum Retention Bonus of $2,915,000. The Retention Bonus shall be based upon achievement of Cumulative Target Revenue on or before September 30, 2007 by the Company and the Affiliated Group. The Retention Bonus shall be equal to the Applicable Percentage of the maximum Retention Bonus where the maximum Retention Bonus is expressed in dollars and the Applicable Percentage is determined in accordance with the performance matrix below.

Performance Matrix

If performance of Cumulative Target Revenue is:	Applicable Percentage:
85% or less	0%
86%	8%
87%	16%
88%	24%
89%	32%
90%	40%
91%	48%
92%	56%
93%	64%
94%	72%
95%	80%
96%	84%
97%	88%
98%	92%
99%	96%
100% or greater	100%

For purposes of this Section 3.4(a), “Cumulative Target Revenue” means $1,835.3 million, subject to the adjustments to target revenue for sales and acquisitions set forth in Section 1 of the CVR Agreement. In the event actual performance falls between any threshold listed in the chart

7

above, then the Applicable Percentage shall be adjusted accordingly using a straight line method of interpolation (e.g. if actual performance is at 87.5% of Cumulative Target Revenue, then the Applicable Percentage shall be 20%). As used in this Section 3.4(a), “Vesting Date” means the earlier to occur of September 30, 2007, or the date the Company and the Affiliated Group have achieved Cumulative Target Revenue. Executive shall not be entitled to receive the Retention Bonus unless he is an active employee of the Company on the Vesting Date; provided, however, if Executive’s employment is earlier terminated as a result of Executive’s death or Permanent Disability (as defined in Section 6.1(d) hereof) or by the Company other than for Cause (as defined in Section 6.2(b) hereof), Executive shall be entitled to receive a pro-rated portion of the Retention Bonus, which pro-rated portion shall be determined by multiplying the Retention Bonus he would otherwise have received had he remained an active employee of the Company until September 30, 2007, by a fraction, the numerator of which is the number of full months from the Effective Date to his employment termination date and the denominator of which is the number of full months from the Effective Date to September 30, 2007. Except as set forth in Section 3.4(b), Executive shall not be entitled to receive the Retention Bonus, or any portion thereof, if his employment with the Company is terminated before the Vesting Date by Executive for Good Reason (as defined in Section 6.1(c) hereof) or for any other reason, or by the Company for Cause. Payment of the Retention Bonus, or any portion thereof, shall be in cash on November 15, 2007, regardless of the Vesting Date, except that, to the same extent as severance payments payable to other similarly situated key employees of Parent, payment shall not be made any earlier than the date that is six months (or, if earlier, the date of death of Executive) after termination of Executive’s employment and shall be credited with interest, if any, for the period commencing on November 15, 2007 and ending on the date of payment, at the same rate

8

and to the same extent as severance payments payable to other similarly situated key employees of Parent. Notwithstanding anything to the contrary in this Section 3.4(a), Executive shall not be entitled to receive the Retention Bonus, or any portion thereof, if his employment is terminated by the Company for Cause.

     (b) Notwithstanding anything to the contrary in Section 3.4(a) above, if Executive’s employment is terminated by Executive for Good Reason and for an event or circumstance other than an event or circumstance set forth in clause (ii) or (iii) of Section 6.1(c) hereof, Executive shall be entitled to receive the maximum Retention Bonus of $2,915,000. To the same extent as severance payments payable to other similarly situated key employees of Parent, payment of the maximum Retention Bonus under this Section 3.4(b) shall be made in cash no earlier than six months, and no later than seven months, after termination of Executive’s employment and shall be credited with interest, if any, at the same rate and to the same extent as severance payments payable to other similarly situated key employees of Parent. Executive shall not be entitled to receive any portion of the Retention Bonus under this Section 3.4(b) if he terminates his employment for Good Reason and the event or circumstance constituting Good Reason for his termination of employment is set forth in Section 6.1(c)(ii) or 6.1(c)(iii) hereof.

     4. Employee Benefits.

     4.1 Employee Benefit Programs, Plans and Practices. During the Term, Executive shall be entitled to participate in welfare, health and life insurance and pension benefit programs as may be in effect from time to time for similarly situated executives of the Company generally. Executive shall not be entitled to participate in any severance plans provided to Company employees and hereby waives any rights to receive severance benefits other than as provided in this Agreement.

9

     4.2 Vacation; Fringe Benefits (Perquisites). Executive shall be entitled to no less than twenty (20) business days paid vacation in each calendar year. Executive shall be entitled to receive fringe benefits (perquisites) reasonably comparable to those provided to Executive as of the Effective Date with respect to the following matters: (i) in the event Executive is asked by the Company to relocate, relocation reimbursement in accordance with the Company’s relocation policy, and (ii) all fees and expenses incurred in connection with satisfying applicable government working requirements, including visas. In addition, Executive shall be entitled to the fringe benefits (perquisites) generally made available to similarly situated executives of Parent.

     5. Expenses. During the Term, Executive shall be entitled to receive prompt reimbursement in accordance with the Company’s policies for out-of-pocket business expenses reasonably incurred in carrying out his duties and responsibilities under this Agreement, including, without limitation, reasonable expenses for travel and similar items related to such duties and responsibilities.

     6. Termination of Employment.

     6.1 Termination Not for Cause or for Good Reason. (a) If, prior to the Termination Date, during the Term, Executive’s employment is terminated (A) by the Company other than for Cause (as defined in Section 6.2(b) hereof), (B) as a result of Executive’s death or as a result of Executive’s Permanent Disability (as defined in Section 6.1(d) hereof), or (C) by Executive for Good Reason (as defined in Section 6.1(c) hereof), Executive shall receive:

(i) such payments, if any, to which Executive is entitled under any applicable plans or programs, including but not limited to those referred to in Sections 3.3 and 4.1 hereof, in accordance with the terms of such plans or programs;

(ii) a cash lump sum payment in respect of accrued but unused vacation days, any earned but unpaid Base Salary and, if any such termination of employment occurs after the end of a Company fiscal year and prior to the payment of Bonuses

10

for such fiscal year, any Bonus payments earned by Executive for such fiscal year but not yet paid;

(iii) continued coverage under any employee medical plans or programs provided to Executive and his family members pursuant to Section 4.1 hereof until the earlier of the third anniversary of Executive’s termination of employment or the date on which Executive becomes entitled to receive medical coverage under another employer’s medical benefit program, provided, that Executive shall continue to be required to pay any applicable premiums of a participating employee in such plans and programs; and

(iv) a cash lump sum payment equal to three (3) times the sum of the (I) Base Salary (as of immediately prior to Executive’s date of termination of employment, but excluding any decrease in Base Salary causing Executive to have Good Reason) plus (II) the average annual bonus described in Section 3.2 of this Agreement or the Prior Agreement (and expressly excluding the Retention Bonus and any bonus other than such annual bonus described in Section 3.2) paid or payable to Executive with respect to the two (2) fiscal years immediately prior to Executive’s date of termination of employment (provided, however, that if Executive’s date of termination occurs prior to a date upon which a determination of an annual bonus amount has been made by the Company for a prior fiscal year for Executive then the “average annual bonus” shall be deemed to be the Target Bonus), less any applicable insurance benefits payable under insurance arrangements maintained or contributed to by the Company or its affiliates in the event of Executive’s death or disability, provided, that any reduction for disability benefits shall be with respect to benefits received by Executive during the three-year period following Executive’s date of termination of employment.

          (b) To the same extent as severance payments payable to other similarly situated key employees of Parent, amounts payable under Section 6.1(a)(iv) shall be paid no earlier than six months, and no later than seven months, after termination of Executive’s employment and shall be credited with interest, if any, at the same rate and to the same extent as severance payments payable to other similarly situated key employees of Parent. All other payments payable by the Company to Executive pursuant to this Section 6.1 shall be paid within 30 days after the termination of Executive’s employment. All payments under this Section 6.1 shall be paid by check payable to the order of Executive and shall be subject to Executive entering into and not revoking a release substantially in the form set forth as Exhibit A hereto.

11

          (c) For purposes of this Agreement, “Good Reason” shall mean that any of the events set forth in clauses (i) through (ix) below shall occur without the written consent of Executive, provided, that (x) Executive shall provide the Company with written notice thereof within one hundred and twenty (120) days after Executive has knowledge of the occurrence of any of the events or circumstances set forth in clauses (i) through (ix) below, which notice shall specifically identify the event or circumstance that Executive believes constitutes Good Reason, (y) the Company fails to correct the circumstance or event so identified within twenty (20) days after the date of delivery of the notice referred to in clause (x) above, and (z) Executive resigns his employment for Good Reason within ninety (90) days after the date of delivery of the notice referred to in (x) above:

(i) A reduction in Executive’s Base Salary;

(ii) Executive’s duties, titles, responsibilities or authority (collectively, his “position”) are materially diminished in comparison to his position immediately after the Effective Date, or Executive is assigned duties materially and adversely inconsistent with his position;

(iii) A material reduction in fringe benefits (perquisites) provided to Executive immediately after the Effective Date, other than as a result of a change applicable to similar senior executives of Parent generally, or any material failure to provide such benefits to Executive;

(iv) The failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform the Agreement, as contemplated in Section 10 herein;

(v) Any requirement that Executive relocate to an office more than 25 miles from his office as of the Effective Date; provided, that Executive may be required, under reasonable business circumstances, to travel outside of such locations in connection with performing his duties;

(vi) The failure of the Company (or successor) to renew this Agreement following the Termination Date, unless Executive gives written notice of intention not to renew;

(vii) A material breach by the Company of Section 3.3 of this Agreement;

12

(viii) The failure of the Company to pay the Retention Bonus, or pro-rated portion thereof, as applicable, in accordance with the terms of Section 3.4 of this Agreement; or

(ix) The failure of the Company to pay or provide an annual bonus in accordance with the terms of Section 3.2 of this Agreement.

          (d) For purposes of this Agreement, “Permanent Disability” shall mean Executive’s absence from full time performance of duties due to physical or mental illness for six (6) consecutive months, that is reasonably determined to be total and permanent by a physician selected by the Company or its insurers and reasonably acceptable to Executive or his legal representative.

     6.2 Discharge for Cause; Voluntary Termination by Executive. (a) The Company shall have the right to terminate the employment of Executive for Cause. In the event that Executive’s employment is terminated, prior to the Termination Date, (i) by the Company for Cause, as hereinafter defined, or (ii) by Executive other than (A) for Good Reason or (B) as a result of Executive’s death or Permanent Disability, Executive shall be entitled to receive a lump sum cash payment in respect of any earned but unpaid Base Salary and in respect of any accrued vacation days. In addition, Executive shall be entitled to such payments and benefits, if any, under any applicable plans or programs, including, but not limited to, those referred to in Sections 3.3 and 4.1 hereof, to which he is entitled pursuant to the terms of such plans or programs.

     (b) As used herein, the term “Cause” shall mean (i) Executive’s conviction of, or plea of guilty or nolo contendere to, a felony (or a comparable level of crime in another jurisdiction); provided however, that after indictment for a felony, the Company may suspend Executive from the rendition of services, but without limiting or modifying in any other way, the Company’s obligations to Executive under this Agreement; (ii) continued and repeated refusal by

13

Executive to perform his duties hereunder after fifteen (15) days written notice of any such refusal to perform such duties or direction was given to Executive; (iii) commission by Executive of fraud against, or misappropriation of material property belonging to, the Company (unless such action is neither willful nor injurious to the Company, its affiliates (as defined in Section 10) or any member of the Affiliated Group) or other willful misconduct materially injurious to the Company, its affiliates or any member of the Affiliated Group; (iv) a material breach by Executive of Section 12 of this Agreement, unless such breach is neither willful nor materially injurious to the Company, its affiliates or any member of the Affiliated Group. A decision to terminate Executive’s employment for Cause shall be made by Executive’s immediate supervisor and Parent’s Senior Vice President of Human Resources. Executive shall receive thirty (30) days’ prior written notice of the termination for Cause during which period Executive and/or his counsel shall be provided with reasonable opportunity to meet and consult with Parent’s Senior Vice President of Human Resources, Chief Executive Officer, and Chief Financial Officer and with the EVP. Such notice shall include the finding that Executive committed conduct set forth in any of clauses (i) through (iv) above and specifying the particulars thereof.

     6.3 Resignation from all Positions. Notwithstanding any other provision of this Agreement, upon the termination of Executive’s employment for any reason, unless otherwise requested by the EVP, Executive shall immediately resign from all positions that he holds or has ever held with the Company, Parent and any other member of the Affiliated Group (and with any other entities with respect to which the Company has requested Executive to perform services). Executive hereby agrees to execute any and all documentation to effectuate such resignations upon request by the Company, but he shall be treated for all purposes as having so

14

resigned upon termination of his employment, regardless of when or whether he executes any such documentation.

     6.4 Breach of Section 12. Notwithstanding anything to the contrary in this Agreement, in the event of a breach by Executive of the provisions of Section 12 of this Agreement following Executive’s termination of employment, or a material breach by Executive of the provisions of Section 12 of this Agreement during Executive’s employment which Executive’s immediate supervisor and Parent’s Senior Vice President of Human Resources determine would have been Cause to terminate Executive’s employment and that is discovered by the Company within six (6) months following Executive’s termination of employment, Executive shall be entitled to no further payments under this Section 6, and shall repay to the Company any payments previously made under this Section 6. Any amounts repaid by Executive under this Section 6.4 will reduce (on a dollar for dollar basis) any damages payable by Executive as a result of a breach of the terms of Section 12.

     7. Mitigation of Damages. Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise after the termination of his employment hereunder, and any amounts earned by Executive, whether from self-employment, as a common-law employee or otherwise, shall not reduce the amount of any payments otherwise payable to him pursuant to this Agreement.

     8. Notices. All notices or communications hereunder shall be in writing, addressed as follows:

To the Company:

Seminis, Inc.
2700 Camino del Sol
Oxnard, California 93030-7967
Attn: General Counsel

15

with a copy, which will not constitute notice, to:

Monsanto Company
800 North Lindbergh Boulevard
Saint Louis, Missouri 63167
Attn: General Counsel

To Merger Sub:

Monsanto Company
800 North Lindbergh Boulevard
Saint Louis, Missouri 63167
Attn: General Counsel

To Executive:

Bruno Ferrari Garcia de Alba
At the address most recently on file with the Company

with a copy to:

Milbank, Tweed, Hadley & McCloy, LLP
One Chase Manhattan Plaza
New York, New York 10005
Attn: Howard Kelberg

Any such notice or communication shall be delivered by hand or by courier or sent certified or registered mail, return receipt requested, postage prepaid, addressed as above (or to such other address as such party may designate in a notice duly delivered as described above), and the third business day after the actual date of mailing shall constitute the time at which notice was given.

     9. Separability; Legal Fees. If any provision of this Agreement shall be declared to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the remaining provisions hereof which shall remain in full force and effect. Each party shall bear the costs of any legal fees and other fees and expenses which may be incurred in respect of enforcing its respective rights under this Agreement.

     10. Successors and Assigns. Except as otherwise provided herein, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Company and Executive

16

and their respective heirs, legal representatives, successors and assigns. Executive may not assign this Agreement, other than, with respect to payments in the event of Executive’s death, to Executive’s estate or beneficiaries. The Company may assign this Agreement to any of its affiliates in the event of any restructuring or reorganization of the Company or to a successor to all or substantially all of the Company’s assets, and the benefits of this Agreement shall inure to such entity and the obligations of this Agreement shall be binding on such entity; provided, that, if the Company assigns this Agreement to an affiliate which is not a successor to all or substantially all of its assets, the Company shall continue to guarantee the payments and benefits hereunder. If the Company shall be merged into or consolidated with another entity, the provisions of this Agreement shall be binding upon and inure to the benefit of the entity surviving such merger or resulting from such consolidation and the Company shall require any such successor, by agreement in form and substance satisfactory to Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. For avoidance of doubt, upon the Effective Date the Company will be merged into Merger Sub and the Company will be the entity surviving such merger and Executive hereby acknowledges that the provisions of Section 3.3 of the Merger Agreement shall satisfy the obligations of the Company under the immediately preceding sentence. The provisions of this Section 10 shall continue to apply to each subsequent employer of Executive in the event of any subsequent merger or consolidation of such subsequent employer. As used in this Agreement, the term “affiliates” shall include any entity controlled by, controlling, or under common control with the Company.

     11. Amendment. This Agreement may only be amended by written agreement of the parties hereto. The parties acknowledge that Merger Sub is intended to be a third party

17

beneficiary of this Agreement, and this Agreement cannot be amended without the prior written consent of Merger Sub.

     12. Nondisclosure of Confidential Information; Work Product; Non-Disparagement; Non-Competition; Non-Solicitation.

     12.1 Confidential Information of the Company and Its Affiliates. All Confidential Information relating to or obtained from the Company or its affiliates shall be held in the strictest confidence by Executive. Executive shall not, directly or indirectly, disclose, use, publish, release, transfer or otherwise make available Confidential Information of, or obtained from the Company or any of its affiliates in any form to, or for the use or benefit of, any person or entity without the Company’s prior written consent, except (i) while employed by the Company, in the business of and/or for the benefit of the Company or (ii) when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of the Company, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order Executive to divulge, disclose or make accessible such information. For purposes of this Section 12.1, “Confidential Information” shall mean all information and documentation of the Company or its affiliates, whether disclosed to or accessed by Executive in connection with his employment with the Company or the Affiliated Group that is not otherwise available to the public (other than by Executive’s breach of the terms hereof), including all (i) data and information of the Company or its affiliates or the customers, suppliers, contractors or other third parties doing business with any of the Company or its affiliates, including business plans, memoranda, reports, drawings, research results, research plans, inventions (patentable or otherwise), trade secrets and research products and (ii) Work Product (as defined below) created by Executive.

18

     12.2 Executive hereby acknowledges that any ideas, concepts, designs, discoveries, techniques, research results, inventions, methodologies, know-how, improvements, discoveries, processes or products, whether or not patentable, that Executive conceives of or reduces to practice during the term of his employment with the Company or the Affiliated Group and which are in connection with Executive’s employment or related to the nature of Executive’s employment (collectively, the “Work Product”), shall be, or be deemed to be, “work for hire” and owned by the Company. Furthermore, the Company shall have all right, title and interest, including worldwide ownership of copyright and patent, in and to the Work Product and all copies made from them. To the extent (a) any of the Work Product is not deemed a “work for hire” by operation of law and (b) permissible under applicable law, Executive hereby irrevocably assigns, transfers and conveys to the Company all of his right, title and interest in and to such Work Product, including all rights of patent, copyright, trade secret or other intellectual property or proprietary rights in such materials. Executive acknowledges that the Company and the successors and permitted assigns of the Company shall have the right to obtain and hold in their own name any intellectual property rights in and to such Work Product.

     12.3 During the Term and for a period of 24 months from the date of the termination of Executive’s employment for any reason (the “Restricted Period”), Executive shall not compete with the Company or the Affiliated Group, by directly or indirectly engaging in any business or activity, whether as an employee, consultant, partner, principal, agent, representative or stockholder or in any other individual, corporate or representative capacity, or render any services or provide any advice or substantial assistance to any business, person or entity, if such business, person or entity, directly or indirectly, competes (or, to Executive’s knowledge after due inquiry, intends to compete or is preparing to compete during the Restricted Period) with the

19

Business of the Company or the Affiliated Group in any material manner. It is the intention of the parties that the potential restrictions on Executive’s activities imposed by this paragraph be and are reasonable in duration, scope and geography and in all other respects. For purposes of this Section 12, “Business” shall mean the business of marketing, developing, producing and researching new fruit or vegetable seeds and fruit or vegetable plants, or any other material businesses entered into by the Company or the Affiliated Group during the Term, or with respect to which the Company or the Affiliated Group has taken material steps to enter into as of the termination of Executive’s employment. During the Restricted Period, Executive shall make himself reasonably available at the request of the EVP to provide the EVP and the Company with Executive’s knowledge, experience and skill with respect to all matters involving the business of the Company and its affiliates with which Executive is personally familiar, including, without limitation, assisting with existing or future investigations, proceedings, litigations or examinations involving the Company or any of its affiliates relating to periods during which Executive was employed by the Company; provided, however, that Executive shall be available for a period of no more than five (5) days per calendar quarter, subject to not interfering with Executive’s work schedule. For each day, or part thereof, that Executive provides assistance to the EVP and the Company as contemplated hereunder, the Company shall pay Executive an amount equal to (x) divided by (y), where (x) equals the Executive’s annual Base Salary as in effect immediately prior to his employment termination date, and (y) equals 365. In addition, upon presentment of satisfactory documentation, the Company will reimburse Executive for reasonable out-of-pocket travel, lodging and other incidental expenses he incurs in providing such assistance.

20

     12.4 Except as is required or appropriate in the furtherance of the business of the Company or the Affiliated Group, Executive shall not, during the Restricted Period, either alone or in concert with others, directly or indirectly, (1) solicit, entice, induce or encourage (a) any customer of the Company or the Affiliated Group (including, during the Term, the Company’s affiliates) to discontinue using the services or purchasing the products of the Company or the Affiliated Group (including, during the Term, the Company’s affiliates), (b) any customer to refer prospective customers or business to any competitor of the Company or the Affiliated Group (including, during the Term, the Company’s affiliates) or (c) any person or entity that is part of any existing or proposed arrangement or has any other affiliation with the Company or the Affiliated Group (including, during the Term, the Company’s affiliates) to discontinue such relationship or affiliation with the Company or its affiliates or (2) recruit or hire, or assist others in recruiting or hiring, or otherwise solicit for employment, any consultants or employees of the Company or its affiliates, or former consultants or employees of the Company or its affiliates within six (6) months following their termination of employment.

     12.5 Upon request by the Company at any time during Executive’s employment or upon termination of Executive’s employment with the Company for any reason, Executive shall promptly (1) return to the Company or its affiliates all copies of all materials, including documentary or other recorded materials, which are in Executive’s possession or control and which contain or embody any Confidential Information of the Company or its affiliates and (2) deliver to the Company or its affiliates all copies of any Work Product in Executive’s possession or control. Executive shall not copy, reproduce or otherwise re-create in any fashion any of the items referenced above for personal retention by Executive.

21

     12.6 Executive acknowledges and agrees that: (i) the purposes of the foregoing covenants are to protect the goodwill and Work Product and Confidential Information of the Company and its affiliates in connection with the transactions contemplated by the Merger Agreement, and to prevent Executive from interfering with the business of the Company and the Affiliated Group as a result of or following termination of Executive’s employment with the Company or the Affiliated Group, as applicable, (ii) because of the nature of the business in which the Company and the Affiliated Group are engaged and because of the nature of the Work Product and Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages to the Company and the Affiliated Group in the event Executive breached any of the covenants of this Section 12; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under this Section 12 would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a covenant under this Section 12 or threatens to commit any such breach, the Company, and its affiliates shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to each of them) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. With respect to any provision of this Section 12 finally determined by a court of competent jurisdiction to be unenforceable, Executive and the Company and its affiliates hereby agree that such court shall have jurisdiction to reform this Agreement or any provision hereof so that it is enforceable to the maximum extent permitted by law, and the parties agree to abide by such court’s determination. If any of the covenants of this Section 12 are determined to be wholly or partially unenforceable in any jurisdiction, such determination

22

shall not be a bar to or in any way diminish the rights of the Company or its affiliates, as applicable, to enforce any such covenant in any other jurisdiction.

     12.7 The provisions of this Section 12 shall remain in full force and effect until the expiration of the period specified herein notwithstanding the earlier termination of Executive’s employment hereunder or the Term.

     13. Beneficiaries; References. Executive shall be entitled to select (and change, to the extent permitted under any applicable law) a beneficiary or beneficiaries to receive any compensation or benefit payable hereunder following Executive’s death, and may change such election, in either case by giving the Company written notice thereof. In the event of Executive’s death or a judicial determination of his incompetence, reference in this Agreement to Executive shall be deemed, where appropriate, to refer to his beneficiary, estate or other legal representative. Any reference to the masculine gender in this Agreement shall include, where appropriate, the feminine.

     14. Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations.

     15. Governing Law; Consent to Jurisdiction.

     15.1 Governing Law. This Agreement shall be construed, interpreted and governed in accordance with the laws of the State of California, without reference to rules relating to conflicts of law.

     15.2 Consent to Jurisdiction. The parties hereto hereby agree and consent to be subject to the exclusive jurisdiction of the courts of the State of California sitting in the County of Los Angeles and the United States District Court for the Central District of the State of California in

23

any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement. Each party hereto hereby irrevocably waives, to the fullest extent permitted by law, (i) any objection that it may now or hereafter have to laying venue of any suit, action or proceeding brought in such courts, and (ii) any claim that any suit, action or proceeding brought in such courts has been brought in an inconvenient forum.

     16. Effect on Prior Agreements.

     16.1 On the Effective Date, Executive shall receive a cash lump sum payment equal to $1,987,588, reduced by applicable withholding, in payment of the value of the perquisites under Section 4.2 of the Prior Agreement, subject to Executive entering into and not revoking a receipt and release substantially in the form set forth in Exhibit B hereto.

     16.2 This Agreement contains the entire understanding between the parties hereto. As of the Effective Date, except as otherwise provided in Section 16.1, Executive waives all payments and benefits under any prior or other employment agreement or understanding between the Company or any affiliate of the Company and Executive, including, but not limited to, the Prior Agreement.

     17. Withholding. The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation, or may permit Executive to elect to pay the Company any such required withholding taxes. If Executive so elects, the payment by Executive of such taxes shall be a condition to the receipt of amounts payable to Executive under this Agreement. The Company shall, to the extent permitted or required by law, have the right to deduct any such taxes from any payment otherwise due to Executive.

24

     18. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original.

     IN WITNESS WHEREOF, as of the date first above written, the Company has caused this Agreement to be executed on its behalf by a duly authorized officer and Executive has hereunto set Executive’s hand.

Seminis, Inc.
By	Date:
Name:
Title:
	Date:
Bruno Ferrari Garcia de Alba

25

EXHIBIT A

FORM OF RELEASE AGREEMENT

     This Release Agreement (“Release”) is entered into as of this           day of ___(hereinafter “Execution Date”), by and between [Name of Executive] (hereinafter “Executive”), and Seminis, Inc. and its successors and assigns (hereinafter, the “Company”). Executive and the Company are sometimes collectively referred to herein as the “Parties”.

1.   Executive’s employment with the Company is terminated effective [Month, Day, Year] (hereinafter “Termination Date”).

2.   The Company has agreed to provide Executive the severance payments, awards and benefits provided for in his Employment Agreement with the Company, dated January ___, 2005, after he executes this Release and the Release becomes effective pursuant to its terms [FOR 40+ and does not revoke it as permitted in Section 7 below, the expiration of such revocation period being] the (“Effective Date”).

3.   Executive represents that he has not filed, and will not file, any complaints, lawsuits, administrative complaints or charges relating to his employment with the Company or the termination thereof [; provided, however, that nothing contained in this Section 3 shall prohibit Executive from bringing a claim to challenge the validity of the ADEA Release in Section 7 herein]. In consideration of the severance payments, awards, benefits and other payments described in Section 2, Executive, for himself and for his heirs, administrators, representatives, executors, successors and assigns (collectively, “Releasers”) agrees to release the Company, its subsidiaries and affiliates, and their respective parents, direct or indirect subsidiaries, divisions, affiliates and related companies or entities, regardless of its or their form of business organization, any predecessors, successors, joint ventures, and parents of any such entity, and any and all of their respective past or present shareholders, partners, directors, officers, employees, consultants, independent contractors, trustees, administrators, insurers, agents, attorneys, representatives and fiduciaries, including without limitation all persons acting by, through, under or in concert with any of them, in each instance in their capacities as representatives of the Company (collectively, the “Released Parties”), from any and all claims, charges, complaints, causes of action or demands of whatever kind or nature that Executive and his Releasers now have or have ever had against the Released Parties, whether known or unknown, relating to his employment with the Company or the termination thereof, including but not limited to: wrongful or tortious termination; constructive discharge; implied or express employment contracts and/or estoppel; discrimination and/or retaliation under any federal, state or local statute or regulation, specifically including any claims Executive may have under the Fair Labor Standards Act, the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964 as amended, and the Family and Medical Leave Act; the discrimination or other employment laws of the State of California; any claims brought under any federal or state statute or regulation for nonpayment of wages or other compensation, including grants of stock options or any other equity compensation); and libel, slander, or breach of contract,

other than the breach of this Release. This Release specifically excludes claims, charges, complaints, causes of action or demand that post-date the Termination Date. Notwithstanding anything herein to the contrary, expressly excluded from this Release are any claims (i) for benefits provided under Company benefit plans, incentive plans or equity plans (including, but not limited to, stock options, restricted stock units and stock grants) or (ii) for indemnification and any applicable directors and officers liability insurance coverage to which Executive was entitled with regard to service as an officer of the Company.

4.	Executive agrees to keep the terms of this Release in strict confidence, except where necessary to comply with or enforce this Release or as may be required by any applicable law, regulation or judicial process. Notwithstanding the foregoing, Executive may disclose the terms of this Release and provide a copy hereof to his immediate family and his financial and legal advisors.
5.	Executive warrants that no promise or inducement has been offered for this Release other than as set forth herein and in the Employment Agreement between the Parties dated [___] and that this Release is executed without reliance upon any other promises or representations, oral or written. Any modification of this Release must be made in writing and be signed by Executive and the Company.
6.	If any provision of this Release or compliance by Executive or the Company with any provision of the Release constitutes a violation of any law, or is or becomes unenforceable or void, then such provision, to the extent only that it is in violation of law, unenforceable or void, will be deemed modified to the extent necessary so that it is no longer in violation of law, unenforceable or void, and such provision will be enforced to the fullest extent permitted by law. If such modification is not possible, such provision, to the extent that it is in violation of law, unenforceable or void, will be deemed severable from the remaining provisions of this Release, which provisions will remain binding on both Executive and the Company. This Release is governed by, and construed and interpreted in accordance with the laws of the State of California, without regard to principles of conflicts of law. Executive consents to venue and personal jurisdiction in the State of California for disputes arising under this Release. This Release represents the entire understanding with the Parties with respect to subject matter herein, no oral representations have been made or relied upon by the Parties.
7.	[FOR EXECUTIVES OVER 40 ONLY — In further recognition of the above, Executive hereby releases and discharges the Released Parties from any and all claims, actions and causes of action that he may have against the Released Parties, as of the date of the execution of this Release, arising under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), and the applicable rules and regulations promulgated thereunder. Executive acknowledges and understands that ADEA is a federal statute that prohibits discrimination on the basis of age in employment, benefits and benefit plans. Executive specifically agrees and acknowledges that: (A) the release in this Section 7 was granted in exchange for the receipt of consideration that exceeds the amount to which he would otherwise be entitled to receive upon termination of his employment; (B) his waiver of rights under this Release is knowing and voluntary as required under the Older

2

	Workers Benefit Protection Act; (B) that he has read and understands the terms of this Release; (C) he has hereby been advised in writing by the Company to consult with an attorney prior to executing this Release; (D) the Company has given him a period of twenty-one (21) days within which to consider this Release, which period may be waived by the Executive’s voluntary execution prior to the expiration of the twenty-one day period; and (E) following his execution of this Release he has seven (7) days in which to revoke his release as set forth in this Section 7 only and that, if he chooses not to so revoke, the Release in this Section 7 shall then become effective and enforceable and the payments, awards and benefits provided herein shall then be made to him in accordance with the terms of this Release, as well as the terms of the Employment Agreement. To revoke this Release, Executive understands that he must give a written revocation to the General Counsel of the Company at [                    ]1, either by hand delivery or certified mail within the seven-day period. If he revokes the Release, it will not become effective or enforceable and he will not be entitled to any benefits from the Company.]
8.	EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS CAREFULLY READ AND VOLUNTARILY SIGNED THIS RELEASE, THAT HE HAS HAD AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF HIS CHOICE, AND THAT HE SIGNS THIS RELEASE WITH THE INTENT OF RELEASING THE RELEASED PARTIES TO THE EXTENT SET FORTH HEREIN.
9.	Executive acknowledges that he is familiar with the provisions of California Civil Code Section 1542, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
	Executive being aware of said code section, hereby expressly waives any right he may have thereunder, as well as under any other statutes or common law principles of similar effect.
10.	This Release inures to the benefit of the Company and its parent, subsidiaries, affiliates, successors and assigns.

ACCEPTED AND AGREED TO:

Seminis, Inc.	[Executive Full Name]
Dated:	Dated:

¹ Insert address.

3

EXHIBIT B

RECEIPT AND RELEASE

     The undersigned, Bruno Ferrari Garcia de Alba, hereby acknowledges receipt of a cash lump sum payment equal to $1,987,588, reduced by applicable withholding, in full payment and satisfaction of the value of the perquisites under Section 4.2 of the Employment Agreement by and between himself and Seminis Merger Corp., the predecessor to the Company, dated May 30, 2003, which perquisites are as follows: (i) after-tax vacation allowance of $7,700; (ii) family membership to a sport or social club of Executive’s choice; (iii) use of two Company automobiles, including maintenance costs; (iv) private school tuition for children (up to, but not including university education); (v) annual expatriate allowance of 10% of Base Salary; (vi) a housing allowance of $36,000 per year net of taxes; and (vii) bi-annual medical checkups for Executive and his spouse. Executive agrees, for himself and for his heirs, administrators, representatives, executors, successors and assigns, to release, remise and forever discharge Seminis, Inc., its subsidiaries and affiliates, any successors and assigns, and parents of any such entity, and any and all of their respective directors, officers and employees, from any claims, charges, complaints, causes of action or demands for nonpayment of the value of such perquisites.

Bruno Ferrari Garcia de Alba

Dated:

EX-10.12

Exhibit 10.12

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     AGREEMENT, made January 22, 2005, by and between Seminis, Inc. (the “Company”) and C. Edward Green (“Executive”).

RECITALS

     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

     WHEREAS this Agreement is intended to be a complete amendment and restatement of the employment agreement by and between Seminis Merger Corp., the predecessor to the Company, and Executive dated May 30, 2003, as amended (the “Prior Agreement”); and

     WHEREAS in order to induce Executive to serve as the Senior Vice President, Research and Development, of the Company following such Merger, the Company desires to provide Executive with compensation and other benefits on the terms and conditions set forth in this Agreement; and

     WHEREAS, Executive is willing to accept such employment and perform services for the Company on the terms and conditions hereinafter set forth:

     NOW, THEREFORE, it is hereby agreed by and between the parties as follows:

     1. Employment.

     1.1 This Agreement shall become effective at the Effective Time (as defined in the Merger Agreement) and, except as otherwise expressly provided herein, shall be of no force or effect prior to such time, or in the event the Merger Agreement is terminated prior to the

consummation of the Merger. For purposes of this Agreement, “Effective Date” means the date on which the Effective Time occurs.

     1.2 Subject to the terms and conditions of this Agreement, the Company agrees to employ Executive during the Term (as defined below) as Senior Vice President, Research and Development, of the Company. In his capacity as Senior Vice President, Research and Development, Executive shall report to the Chief Executive Officer (the “CEO”) of the Company and shall have the customary powers, responsibilities and authorities of senior vice presidents, research and development, of wholly-owned subsidiary corporations of the size, type and nature of the Company, as it exists from time to time.

     1.3 Subject to the terms and conditions of this Agreement, Executive hereby accepts employment as the Senior Vice President, Research and Development, of the Company, commencing on the Effective Date.

     1.4 Executive shall perform his duties under this Agreement with reasonable diligence and faithfulness, and shall devote his full business time (excluding any periods of vacation or sick leave) and attention to such duties. Nothing in this Agreement shall preclude Executive from engaging in charitable and community affairs, from managing any passive investment made by him in publicly traded equity securities or other property or from continuing to serve as a member of the board of directors or as a trustee of any other corporation, association or entity with respect to which Executive serves as a director or trustee as of the date of this Agreement, or, with the prior written consent of the CEO, such consent not to be unreasonably withheld, serving as a member of a board of directors or as a trustee of any other corporation, association or entity, provided, that these activities do not materially interfere with

2

the performance of Executive’s duties and responsibilities hereunder or violate the provisions of Section 12 of this Agreement.

     1.5 If requested, Executive agrees to serve, without additional compensation, as an officer and director for one or more of the Company’s 20% or more owned subsidiaries, partnerships, joint ventures, and limited liability companies (collectively, such entities, the “Affiliated Group”), provided, that such service does not materially interfere with Executive’s performance of his duties and responsibilities as Senior Vice President, Research and Development, of the Company.

     1.6 Executive’s principal location of employment shall be at the Company’s offices located in Woodland, California, provided, that Executive may be required under reasonable business circumstances to travel outside of such location in connection with performing his duties under this Agreement.

     2. Term of Employment. Executive’s term of employment under this Agreement shall commence on the Effective Date and, subject to the terms hereof, shall terminate on the earlier of (i) September 29, 2008 (the “Termination Date”) or (ii) the termination of Executive’s employment pursuant to this Agreement (the period from the Effective Date until the termination of Executive’s employment under this Agreement shall be the “Term”). This Agreement shall be renewed automatically for succeeding terms of one (1) year following the Termination Date (in which case both the Termination Date and the Term shall be extended one year on each renewal), unless either party gives written notice to the other at least 120 days prior to the applicable Termination Date of its intention not to renew or Executive’s employment is terminated prior to the Termination Date pursuant to Section 6.

3

     3. Compensation.

     3.1 Salary. The Company shall pay Executive an initial annual base salary of $339,661. The Base Salary shall be reviewed by the Company no less frequently than annually in a manner consistent with similarly situated executives of the Company and may be increased but not decreased. For all purposes under this Agreement, the term “Base Salary” shall refer to Executive’s initial annual Base Salary as it may be increased and in effect from time to time. Base Salary shall be payable in accordance with the ordinary payroll practices of the Company.

     3.2 Annual Bonus. (a) During the Term, Executive shall be eligible to receive an annual bonus (the “Bonus”) with a target Bonus set at 65% of Base Salary (the “Target Bonus”) and a maximum Bonus of 81.25% of Base Salary. For any Company fiscal year ending after August 31, 2007, Executive’s Bonus shall be based upon the satisfaction of performance objectives and in accordance with the performance matrix to be determined by the Internal People Committee of Parent (the “Committee”) based upon the recommendations of the Executive Vice President International Commercial of Parent, or such other officer of Parent who assumes the responsibilities thereof, (the “EVP”) (which shall in turn be based on consultations with the CEO who shall have consulted with the Executive) in his reasonable discretion and communicated to Executive at the beginning of each fiscal year of the Company. Determinations of the Bonus shall be made in good faith and in a manner consistent with the then existing applicable corporate governance policies of Parent.

          (b) For the Company’s fiscal years ending August 31, 2006 (“FY 2006”) and August 31, 2007 (“FY 2007”), the Bonus shall be based upon the satisfaction of performance objectives and shall be determined on a weighted basis comprised of the following criteria:

4

(i)	Milestones based upon Company EBITDA as set forth in the Approved Annual Business Plan (as defined below) — 40% (the “EBITDA Component”);
(ii)	Executive performance goals established annually by the Committee based upon the recommendations of the EVP — 20% (the “Individual Component”);
(iii)	Milestones based upon Company net sales as set forth in the Approved Annual Business Plan — 20% (the “Sales Component”); and
(iv)	Milestones based upon Company net working capital as set forth in the Approved Annual Business Plan — 20% (the “Net Working Capital Component”)

(items (i) through (iv) collectively, the “Performance Objectives,” and each, separately, a “Performance Objective”). For purposes of this Section 3.2(b), “Approved Annual Business Plan” means the detailed one year business, operating and strategic plan for the Company, as approved by the EVP and the CVR Committee (as defined in the Contingent Value Right Agreement attached as Exhibit A to the Merger Agreement (the “CVR Agreement”)) as contemplated in the CVR Agreement, for the fiscal year. During FY 2006 and FY 2007, the Bonus shall be equal to the sum of: (A) (Target Bonus)(.4)(the Applicable Percentage for the EBITDA Component), PLUS (B) (Target Bonus)(.2)(the Applicable Percentage for the Individual Component), PLUS (C) (Target Bonus)(.2)(the Applicable Percentage for the Sales Component), PLUS (D) (Target Bonus)(.2)(the Applicable Percentage for the Net Working Capital Component), where the Target Bonus is expressed in dollars and the Applicable Percentage with respect to any given Performance Objective is determined in accordance with the performance matrix below.

5

Performance Matrix

	Applicable
If Performance is:	Percentage:
Less than 90% of Performance Objective	0%
90% of Performance Objective	50%
95% of Performance Objective	75%
100% of Performance Objective	100%
125% of Performance Objective or greater	125%

In the event actual performance for any fiscal year falls between any threshold listed in the chart above (e.g. 91% of Performance Objective), then the Applicable Percentage shall be adjusted accordingly using a straight line method of interpolation (e.g. if actual performance is at 91% of Performance Objective, then the Applicable Percentage shall be 55%; if actual performance is 92% of Performance Objective, then the Applicable Percentage shall be 60%, etc.). Executive’s annual bonus with respect to the Company’s current fiscal year ending September 30, 2005 (“FY 2005”), shall be based on the Company’s bonus plan in effect as of the date hereof, as set forth on Section 4.10(a) of the Company Disclosure Schedule to the Merger Agreement.

     3.3 Equity Program. Executive shall be considered an eligible employee for purposes of participation in the Monsanto Company Long-Term Incentive Plan, or any successor thereto,

6

with such participation to be on terms and conditions comparable to those applicable to other executives eligible to participate in such plan.

     3.4 Retention Bonus. (a) Subject to and in accordance with the terms of this Section 3.4, Executive shall be eligible to receive a retention bonus (“Retention Bonus”), with a maximum Retention Bonus of $849,153. The Retention Bonus shall be based upon achievement of Cumulative Target Revenue on or before September 30, 2007 by the Company and the Affiliated Group. The Retention Bonus shall be equal to the Applicable Percentage of the maximum Retention Bonus where the maximum Retention Bonus is expressed in dollars and the Applicable Percentage is determined in accordance with the performance matrix below.

Performance Matrix

If performance of Cumulative Target Revenue is:	Applicable Percentage:
85% or less 86% 87% 88% 89% 90% 91% 92% 93% 94% 95% 96% 97% 98% 99% 100% or greater	0% 8% 16% 24% 32% 40% 48% 56% 64% 72% 80% 84% 88% 92% 96% 100%

For purposes of this Section 3.4(a), “Cumulative Target Revenue” means $1,835.3 million, subject to the adjustments to target revenue for sales and acquisitions set forth in Section 1 of the CVR Agreement. In the event actual performance falls between any threshold listed in the chart

7

above, then the Applicable Percentage shall be adjusted accordingly using a straight line method of interpolation (e.g. if actual performance is at 87.5% of Cumulative Target Revenue, then the Applicable Percentage shall be 20%). As used in this Section 3.4(a), “Vesting Date” means the earlier to occur of September 30, 2007, or the date the Company and the Affiliated Group have achieved Cumulative Target Revenue. Executive shall not be entitled to receive the Retention Bonus unless he is an active employee of the Company on the Vesting Date; provided, however, if Executive’s employment is earlier terminated as a result of Executive’s death or Permanent Disability (as defined in Section 6.1(d) hereof) or by the Company other than for Cause (as defined in Section 6.2(b) hereof), Executive shall be entitled to receive a pro-rated portion of the Retention Bonus, which pro-rated portion shall be determined by multiplying the Retention Bonus he would otherwise have received had he remained an active employee of the Company until September 30, 2007, by a fraction, the numerator of which is the number of full months from the Effective Date to his employment termination date and the denominator of which is the number of full months from the Effective Date to September 30, 2007. Except as set forth in Section 3.4(b), Executive shall not be entitled to receive the Retention Bonus, or any portion thereof, if his employment with the Company is terminated before the Vesting Date by Executive for Good Reason (as defined in Section 6.1(c) hereof) or for any other reason, or by the Company for Cause. Payment of the Retention Bonus, or any portion thereof, shall be in cash on November 15, 2007, regardless of the Vesting Date, except that, to the same extent as severance payments payable to other similarly situated key employees of Parent, payment shall not be made any earlier than the date that is six months (or, if earlier, the date of death of Executive) after termination of Executive’s employment and shall be credited with interest, if any, for the period commencing on November 15, 2007 and ending on the date of payment, at the same rate

8

and to the same extent as severance payments payable to other similarly situated key employees of Parent. Notwithstanding anything to the contrary in this Section 3.4(a), Executive shall not be entitled to receive the Retention Bonus, or any portion thereof, if his employment is terminated by the Company for Cause.

     (b) Notwithstanding anything to the contrary in Section 3.4(a) above, if Executive’s employment is terminated by Executive for Good Reason and for an event or circumstance other than an event or circumstance set forth in clause (ii) or (iii) of Section 6.1(c) hereof, Executive shall be entitled to receive the maximum Retention Bonus of $849,153; provided, however, Executive shall not be entitled to receive the maximum Retention Bonus if the event or circumstance constituting Good Reason was the result of an action by the CEO, which action was not expressly approved in writing by the EVP and by Parent’s Senior Vice President of Human Resources. To the same extent as severance payments payable to other similarly situated key employees of Parent, payment of the maximum Retention Bonus under this Section 3.4(b) shall be made in cash no earlier that six months, and no later than seven months, after termination of Executive’s employment and shall be credited with interest, if any, at the same rate and to the same extent as severance payments payable to other similarly situated key employees of Parent. Executive shall not be entitled to receive any portion of the Retention Bonus under this Section 3.4(b) if he terminates his employment for Good Reason and the event or circumstance constituting Good Reason for his termination of employment is set forth in Section 6.1(c)(ii) or 6.1(c)(iii) hereof or if the event or circumstance constituting Good Reason was the result of an action by the CEO that was not expressly approved in writing by the EVP and by Parent’s Senior Vice President of Human Resources.

9

     4. Employee Benefits.

     4.1 Employee Benefit Programs, Plans and Practices. During the Term, Executive shall be entitled to participate in welfare, health and life insurance and pension benefit programs as may be in effect from time to time for similarly situated executives of the Company generally. Executive shall not be entitled to participate in any severance plans provided to Company employees and hereby waives any rights to receive severance benefits other than as provided in this Agreement.

     4.2 Vacation; Fringe Benefits (Perquisites). Executive shall be entitled to no less than twenty (20) business days paid vacation in each calendar year. Executive shall be entitled to receive fringe benefits (perquisites) generally made available to similarly situated executives of Parent.

     5. Expenses. During the Term, Executive shall be entitled to receive prompt reimbursement in accordance with the Company’s policies for out-of-pocket business expenses reasonably incurred in carrying out his duties and responsibilities under this Agreement, including, without limitation, reasonable expenses for travel and similar items related to such duties and responsibilities.

     6. Termination of Employment.

     6.1 Termination Not for Cause or for Good Reason. (a) If, prior to the Termination Date, during the Term, Executive’s employment is terminated (A) by the Company other than for Cause (as defined in Section 6.2(b) hereof), (B) as a result of Executive’s death or as a result of Executive’s Permanent Disability (as defined in Section 6.1(d) hereof), or (C) by Executive for Good Reason (as defined in Section 6.1(c) hereof), Executive shall receive:

10

(i) such payments, if any, to which Executive is entitled under any applicable plans or programs, including but not limited to those referred to in Sections 3.3 and 4.1 hereof, in accordance with the terms of such plans or programs;

(ii) a cash lump sum payment in respect of accrued but unused vacation days, any earned but unpaid Base Salary and, if any such termination of employment occurs after the end of a Company fiscal year and prior to the payment of Bonuses for such fiscal year, any Bonus payments earned by Executive for such fiscal year but not yet paid;

(iii) continued coverage under any employee medical plans or programs provided to Executive and his family members pursuant to Section 4.1 hereof until the earlier of the second anniversary of Executive’s termination of employment or the date on which Executive becomes entitled to receive medical coverage under another employer’s medical benefit program, provided, that Executive shall continue to be required to pay any applicable premiums of a participating employee in such plans and programs; and

(iv) a cash lump sum payment equal to two (2) times the sum of the (I) Base Salary (as of immediately prior to Executive’s date of termination of employment, but excluding any decrease in Base Salary causing Executive to have Good Reason) plus (II) the average annual bonus described in Section 3.2 of this Agreement or the Prior Agreement (and expressly excluding the Retention Bonus and any bonus other than such annual bonus described in Section 3.2) paid or payable to Executive with respect to the two (2) fiscal years immediately prior to Executive’s date of termination of employment (provided, however, that if Executive’s date of termination occurs prior to a date upon which a determination of an annual bonus amount has been made by the Company for a prior fiscal year for Executive then the “average annual bonus” shall be deemed to be the Target Bonus), less any applicable insurance benefits payable under insurance arrangements maintained or contributed to by the Company or its affiliates in the event of Executive’s death or disability, provided, that any reduction for disability benefits shall be with respect to benefits received by Executive during the three-year period following Executive’s date of termination of employment.

          (b) To the same extent as severance payments payable to other similarly situated key employees of Parent, amounts payable under Section 6.1(a)(iv) shall be paid no earlier than six months, and no later than seven months, after termination of Executive’s employment and shall be credited with interest, if any, at the same rate and to the same extent as severance payments payable to other similarly situated key employees of Parent. All other payments payable by the Company to Executive pursuant to this Section 6.1 shall be paid within

11

30 days after the termination of Executive’s employment. All payments under this Section 6.1 shall be paid by check payable to the order of Executive and shall be subject to Executive entering into and not revoking a release substantially in the form set forth as Exhibit A hereto.

          (c) For purposes of this Agreement, “Good Reason” shall mean that any of the events set forth in clauses (i) through (ix) below shall occur without the written consent of Executive, provided, that (x) Executive shall provide the Company with written notice thereof within one hundred and twenty (120) days after Executive has knowledge of the occurrence of any of the events or circumstances set forth in clauses (i) through (ix) below, which notice shall specifically identify the event or circumstance that Executive believes constitutes Good Reason, (y) the Company fails to correct the circumstance or event so identified within twenty (20) days after the date of delivery of the notice referred to in clause (x) above, and (z) Executive resigns his employment for Good Reason within ninety (90) days after the date of delivery of the notice referred to in (x) above:

(i) A reduction in Executive’s Base Salary;

(ii) Executive’s duties, titles, responsibilities or authority (collectively, his “position”) are materially diminished in comparison to his position immediately after the Effective Date, or Executive is assigned duties materially and adversely inconsistent with his position;

(iii) A material reduction in fringe benefits (perquisites) provided to Executive immediately after the Effective Date, other than as a result of a change applicable to similar executives of Parent generally, or any material failure to provide such benefits to Executive;

(iv) The failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform the Agreement, as contemplated in Section 10 herein;

(v) Any requirement that Executive relocate to an office more than 25 miles from his office as of the Effective Date; provided, that Executive may be required, under reasonable business circumstances, to travel outside of such locations in connection with performing his duties;

12

(vi) The failure of the Company (or successor) to renew this Agreement following the Termination Date, unless Executive gives written notice of intention not to renew;

(vii) A material breach by the Company of Section 3.3 of this Agreement;

(viii) The failure of the Company to pay the Retention Bonus, or pro-rated portion thereof, as applicable, in accordance with the terms of Section 3.4 of this Agreement; or

(ix) The failure of the Company to pay or provide an annual bonus in accordance with the terms of Section 3.2 of this Agreement.

          (d) For purposes of this Agreement, “Permanent Disability” shall mean Executive’s absence from full time performance of duties due to physical or mental illness for six (6) consecutive months, that is reasonably determined to be total and permanent by a physician selected by the Company or its insurers and reasonably acceptable to Executive or his legal representative.

     6.2 Discharge for Cause; Voluntary Termination by Executive. (a) The Company shall have the right to terminate the employment of Executive for Cause. In the event that Executive’s employment is terminated, prior to the Termination Date, (i) by the Company for Cause, as hereinafter defined, or (ii) by Executive other than (A) for Good Reason or (B) as a result of Executive’s death or Permanent Disability, Executive shall be entitled to receive a lump sum cash payment in respect of any earned but unpaid Base Salary and in respect of any accrued vacation days. In addition, Executive shall be entitled to such payments and benefits, if any, under any applicable plans or programs, including, but not limited to, those referred to in Sections 3.3 and 4.1 hereof, to which he is entitled pursuant to the terms of such plans or programs.

          (b) As used herein, the term “Cause” shall mean (i) Executive’s conviction of, or plea of guilty or nolo contendere to, a felony (or a comparable level of crime in another

13

jurisdiction); provided however, that after indictment for a felony, the Company may suspend Executive from the rendition of services, but without limiting or modifying in any other way, the Company’s obligations to Executive under this Agreement; (ii) continued and repeated refusal by Executive to perform his duties hereunder after fifteen (15) days written notice of any such refusal to perform such duties or direction was given to Executive; (iii) commission by Executive of fraud against, or misappropriation of material property belonging to, the Company (unless such action is neither willful nor injurious to the Company, its affiliates (as defined in Section 10) or any member of the Affiliated Group) or other willful misconduct materially injurious to the Company, its affiliates or any member of the Affiliated Group; (iv) a material breach by Executive of Section 12 of this Agreement, unless such breach is neither willful nor materially injurious to the Company, its affiliates or any member of the Affiliated Group. A decision to terminate Executive’s employment for Cause shall be made by the CEO, the EVP and Parent’s HR Lead for Seminis. Executive shall receive thirty (30) days’ prior written notice of the termination for Cause during which period Executive and/or his counsel shall be provided with reasonable opportunity to meet and consult with Parent’s Senior Vice President of Human Resources. Such notice shall include the finding that Executive committed conduct set forth in any of clauses (i) through (iv) above and specifying the particulars thereof.

     6.3 Resignation from all Positions. Notwithstanding any other provision of this Agreement, upon the termination of Executive’s employment for any reason, unless otherwise requested by the CEO, Executive shall immediately resign from all positions that he holds or has ever held with the Company, Parent and any other member of the Affiliated Group (and with any other entities with respect to which the Company has requested Executive to perform services). Executive hereby agrees to execute any and all documentation to effectuate such

14

resignations upon request by the Company, but he shall be treated for all purposes as having so resigned upon termination of his employment, regardless of when or whether he executes any such documentation.

     6.4 Breach of Section 12. Notwithstanding anything to the contrary in this Agreement, in the event of a breach by Executive of the provisions of Section 12 of this Agreement following Executive’s termination of employment, or a material breach by Executive of the provisions of Section 12 of this Agreement during Executive’s employment which Executive’s immediate supervisor and Parent’s Senior Vice President of Human Resources determine would have been Cause to terminate Executive’s employment and that is discovered by the Company within six (6) months following Executive’s termination of employment, Executive shall be entitled to no further payments under this Section 6, and shall repay to the Company any payments previously made under this Section 6. Any amounts repaid by Executive under this Section 6.4 will reduce (on a dollar for dollar basis) any damages payable by Executive as a result of a breach of the terms of Section 12.

     7. Mitigation of Damages. Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise after the termination of his employment hereunder, and any amounts earned by Executive, whether from self-employment, as a common-law employee or otherwise, shall not reduce the amount of any payments otherwise payable to him pursuant to this Agreement.

     8. Notices. All notices or communications hereunder shall be in writing, addressed as follows:

15

To the Company:

Seminis, Inc.
2700 Camino del Sol
Oxnard, California 93030-7967
Attn: General Counsel

with a copy, which will not constitute notice, to:

Monsanto Company
800 North Lindbergh Boulevard
Saint Louis, Missouri 63167
Attn: General Counsel

To Merger Sub:

Monsanto Company
800 North Lindbergh Boulevard
Saint Louis, Missouri 63167
Attn: General Counsel

To Executive:

C. Edward Green
At the address most recently on file with the Company

with a copy to:

Milbank, Tweed, Hadley & McCloy, LLP
One Chase Manhattan Plaza
New York, New York 10005
Attn: Howard Kelberg

Any such notice or communication shall be delivered by hand or by courier or sent certified or registered mail, return receipt requested, postage prepaid, addressed as above (or to such other address as such party may designate in a notice duly delivered as described above), and the third business day after the actual date of mailing shall constitute the time at which notice was given.

     9. Separability; Legal Fees. If any provision of this Agreement shall be declared to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the remaining provisions hereof which shall remain in full force and effect. Each party

16

shall bear the costs of any legal fees and other fees and expenses which may be incurred in respect of enforcing its respective rights under this Agreement.

     10. Successors and Assigns. Except as otherwise provided herein, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Company and Executive and their respective heirs, legal representatives, successors and assigns. Executive may not assign this Agreement, other than, with respect to payments in the event of Executive’s death, to Executive’s estate or beneficiaries. The Company may assign this Agreement to any of its affiliates in the event of any restructuring or reorganization of the Company or to a successor to all or substantially all of the Company’s assets, and the benefits of this Agreement shall inure to such entity and the obligations of this Agreement shall be binding on such entity; provided, that, if the Company assigns this Agreement to an affiliate which is not a successor to all or substantially all of its assets, the Company shall continue to guarantee the payments and benefits hereunder. If the Company shall be merged into or consolidated with another entity, the provisions of this Agreement shall be binding upon and inure to the benefit of the entity surviving such merger or resulting from such consolidation and the Company shall require any such successor, by agreement in form and substance satisfactory to Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. For avoidance of doubt, upon the Effective Date the Company will be merged into Merger Sub and the Company will be the entity surviving such merger and Executive hereby acknowledges that the provisions of Section 3.3 of the Merger Agreement shall satisfy the obligations of the Company under the immediately preceding sentence. The provisions of this Section 10 shall continue to apply to each subsequent employer of Executive in the event of any subsequent merger or

17

consolidation of such subsequent employer. As used in this Agreement, the term “affiliates” shall include any entity controlled by, controlling, or under common control with the Company.

     11. Amendment. This Agreement may only be amended by written agreement of the parties hereto. The parties acknowledge that Merger Sub is intended to be a third party beneficiary of this Agreement, and this Agreement cannot be amended without the prior written consent of Merger Sub.

     12. Nondisclosure of Confidential Information; Work Product; Non-Disparagement; Non-Competition; Non-Solicitation.

     12.1 Confidential Information of the Company and Its Affiliates. All Confidential Information relating to or obtained from the Company or its affiliates shall be held in the strictest confidence by Executive. Executive shall not, directly or indirectly, disclose, use, publish, release, transfer or otherwise make available Confidential Information of, or obtained from the Company or any of its affiliates in any form to, or for the use or benefit of, any person or entity without the Company’s prior written consent, except (i) while employed by the Company, in the business of and/or for the benefit of the Company or (ii) when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of the Company, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order Executive to divulge, disclose or make accessible such information. For purposes of this Section 12.1, “Confidential Information” shall mean all information and documentation of the Company or its affiliates, whether disclosed to or accessed by Executive in connection with his employment with the Company or the Affiliated Group that is not otherwise available to the public (other than by Executive’s breach of the terms hereof), including all (i) data and information of the Company or its affiliates or the customers, suppliers,

18

contractors or other third parties doing business with any of the Company or its affiliates, including business plans, memoranda, reports, drawings, research results, research plans, inventions (patentable or otherwise), trade secrets and research products and (ii) Work Product (as defined below) created by Executive.

     12.2 Executive hereby acknowledges that any ideas, concepts, designs, discoveries, techniques, research results, inventions, methodologies, know-how, improvements, discoveries, processes or products, whether or not patentable, that Executive conceives of or reduces to practice during the term of his employment with the Company or the Affiliated Group and which are in connection with Executive’s employment or related to the nature of Executive’s employment (collectively, the “Work Product”), shall be, or be deemed to be, “work for hire” and owned by the Company. Furthermore, the Company shall have all right, title and interest, including worldwide ownership of copyright and patent, in and to the Work Product and all copies made from them. To the extent (a) any of the Work Product is not deemed a “work for hire” by operation of law and (b) permissible under applicable law, Executive hereby irrevocably assigns, transfers and conveys to the Company all of his right, title and interest in and to such Work Product, including all rights of patent, copyright, trade secret or other intellectual property or proprietary rights in such materials. Executive acknowledges that the Company and the successors and permitted assigns of the Company shall have the right to obtain and hold in their own name any intellectual property rights in and to such Work Product.

     12.3 During the Term and for a period of 24 months from the date of the termination of Executive’s employment for any reason (the “Restricted Period”), Executive shall not compete with the Company or the Affiliated Group, by directly or indirectly engaging in any business or activity, whether as an employee, consultant, partner, principal, agent, representative or

19

stockholder or in any other individual, corporate or representative capacity, or render any services or provide any advice or substantial assistance to any business, person or entity, if such business, person or entity, directly or indirectly, competes (or, to Executive’s knowledge after due inquiry, intends to compete or is preparing to compete during the Restricted Period) with the Business of the Company or the Affiliated Group in any material manner. It is the intention of the parties that the potential restrictions on Executive’s activities imposed by this paragraph be and are reasonable in duration, scope and geography and in all other respects. For purposes of this Section 12, “Business” shall mean the business of marketing, developing, producing and researching new fruit or vegetable seeds and fruit or vegetable plants, or any other material businesses entered into by the Company or the Affiliated Group during the Term, or with respect to which the Company or the Affiliated Group has taken material steps to enter into as of the termination of Executive’s employment. During the Restricted Period, Executive shall make himself reasonably available at the request of the EVP to provide the EVP and the Company with Executive’s knowledge, experience and skill with respect to all matters involving the business of the Company and its affiliates with which Executive is personally familiar, including, without limitation, assisting with existing or future investigations, proceedings, litigations or examinations involving the Company or any of its affiliates relating to periods during which Executive was employed by the Company; provided, however, that Executive shall be available for a period of no more than five (5) days per calendar quarter, subject to not interfering with Executive’s work schedule. For each day, or part thereof, that Executive provides assistance to the EVP and the Company as contemplated hereunder, the Company shall pay Executive an amount equal to (x) divided by (y), where (x) equals the Executive’s annual Base Salary as in effect immediately prior to his employment termination date, and (y) equals 365. In addition,

20

upon presentment of satisfactory documentation, the Company will reimburse Executive for reasonable out-of-pocket travel, lodging and other incidental expenses he incurs in providing such assistance.

     12.4 Except as is required or appropriate in the furtherance of the business of the Company or the Affiliated Group, Executive shall not, during the Restricted Period, either alone or in concert with others, directly or indirectly, (1) solicit, entice, induce or encourage (a) any customer of the Company or the Affiliated Group (including, during the Term, the Company’s affiliates) to discontinue using the services or purchasing the products of the Company or the Affiliated Group (including, during the Term, the Company’s affiliates), (b) any customer to refer prospective customers or business to any competitor of the Company or the Affiliated Group (including, during the Term, the Company’s affiliates) or (c) any person or entity that is part of any existing or proposed arrangement or has any other affiliation with the Company or the Affiliated Group (including, during the Term, the Company’s affiliates) to discontinue such relationship or affiliation with the Company or its affiliates or (2) recruit or hire, or assist others in recruiting or hiring, or otherwise solicit for employment, any consultants or employees of the Company or its affiliates, or former consultants or employees of the Company or its affiliates within six (6) months following their termination of employment.

     12.5 Upon request by the Company at any time during Executive’s employment or upon termination of Executive’s employment with the Company for any reason, Executive shall promptly (1) return to the Company or its affiliates all copies of all materials, including documentary or other recorded materials, which are in Executive’s possession or control and which contain or embody any Confidential Information of the Company or its affiliates and (2) deliver to the Company or its affiliates all copies of any Work Product in Executive’s possession

21

or control. Executive shall not copy, reproduce or otherwise re-create in any fashion any of the items referenced above for personal retention by Executive.

     12.6 Executive acknowledges and agrees that: (i) the purposes of the foregoing covenants are to protect the goodwill and Work Product and Confidential Information of the Company and its affiliates in connection with the transactions contemplated by the Merger Agreement, and to prevent Executive from interfering with the business of the Company and the Affiliated Group as a result of or following termination of Executive’s employment with the Company or the Affiliated Group, as applicable, (ii) because of the nature of the business in which the Company and the Affiliated Group are engaged and because of the nature of the Work Product and Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages to the Company and the Affiliated Group in the event Executive breached any of the covenants of this Section 12; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under this Section 12 would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a covenant under this Section 12 or threatens to commit any such breach, the Company, and its affiliates shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to each of them) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. With respect to any provision of this Section 12 finally determined by a court of competent jurisdiction to be unenforceable, Executive and the Company and its affiliates hereby agree that such court shall have jurisdiction to reform this Agreement or any provision hereof so that it is enforceable to the maximum extent permitted by law, and the parties agree to abide by such court’s determination. If any of the covenants of this Section 12

22

are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the rights of the Company or its affiliates, as applicable, to enforce any such covenant in any other jurisdiction.

     12.7 The provisions of this Section 12 shall remain in full force and effect until the expiration of the period specified herein notwithstanding the earlier termination of Executive’s employment hereunder or the Term.

     13. Beneficiaries; References. Executive shall be entitled to select (and change, to the extent permitted under any applicable law) a beneficiary or beneficiaries to receive any compensation or benefit payable hereunder following Executive’s death, and may change such election, in either case by giving the Company written notice thereof. In the event of Executive’s death or a judicial determination of his incompetence, reference in this Agreement to Executive shall be deemed, where appropriate, to refer to his beneficiary, estate or other legal representative. Any reference to the masculine gender in this Agreement shall include, where appropriate, the feminine.

     14. Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations.

     15. Governing Law; Consent to Jurisdiction.

     15.1 Governing Law. This Agreement shall be construed, interpreted and governed in accordance with the laws of the State of California, without reference to rules relating to conflicts of law.

     15.2 Consent to Jurisdiction. The parties hereto hereby agree and consent to be subject to the exclusive jurisdiction of the courts of the State of California sitting in the County of Los

23

Angeles and the United States District Court for the Central District of the State of California in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement. Each party hereto hereby irrevocably waives, to the fullest extent permitted by law, (i) any objection that it may now or hereafter have to laying venue of any suit, action or proceeding brought in such courts, and (ii) any claim that any suit, action or proceeding brought in such courts has been brought in an inconvenient forum.

     16. Effect on Prior Agreements.

     16.1 On the Effective Date, Executive shall receive a cash lump sum payment equal to $182,970, reduced by applicable withholding, in payment of the value of the perquisites under Section 4.2 of the Prior Agreement, subject to Executive entering into and not revoking a receipt and release substantially in the form set forth in Exhibit B hereto.

     16.2 This Agreement contains the entire understanding between the parties hereto. As of the Effective Date, except as otherwise provided in Section 16.1, Executive waives all payments and benefits under any prior or other employment agreement or understanding between the Company or any affiliate of the Company and Executive, including, but not limited to, the Prior Agreement.

     17. Withholding. The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation, or may permit Executive to elect to pay the Company any such required withholding taxes. If Executive so elects, the payment by Executive of such taxes shall be a condition to the receipt of amounts payable to Executive under this Agreement. The Company shall, to the extent permitted or required by law, have the right to deduct any such taxes from any payment otherwise due to Executive.

24

     18. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original.

     IN WITNESS WHEREOF, as of the date first above written, the Company has caused this Agreement to be executed on its behalf by a duly authorized officer and Executive has hereunto set Executive’s hand.

Seminis, Inc.
By                                                                                  Name: Title:	Date:
C. Edward Green	Date:

25

EXHIBIT A

FORM OF RELEASE AGREEMENT

      This Release Agreement (“Release”) is entered into as of this             day of ___(hereinafter “Execution Date”), by and between [Name of Executive] (hereinafter “Executive”), and Seminis, Inc. and its successors and assigns (hereinafter, the “Company”). Executive and the Company are sometimes collectively referred to herein as the “Parties”.

1.   Executive’s employment with the Company is terminated effective [Month, Day, Year] (hereinafter “Termination Date”).

2.   The Company has agreed to provide Executive the severance payments, awards and benefits provided for in his Employment Agreement with the Company, dated January ___, 2005, after he executes this Release and the Release becomes effective pursuant to its terms [FOR 40+ and does not revoke it as permitted in Section 7 below, the expiration of such revocation period being] the (“Effective Date”).

3.   Executive represents that he has not filed, and will not file, any complaints, lawsuits, administrative complaints or charges relating to his employment with the Company or the termination thereof [; provided, however, that nothing contained in this Section 3 shall prohibit Executive from bringing a claim to challenge the validity of the ADEA Release in Section 7 herein]. In consideration of the severance payments, awards, benefits and other payments described in Section 2, Executive, for himself and for his heirs, administrators, representatives, executors, successors and assigns (collectively, “Releasers”) agrees to release the Company, its subsidiaries and affiliates, and their respective parents, direct or indirect subsidiaries, divisions, affiliates and related companies or entities, regardless of its or their form of business organization, any predecessors, successors, joint ventures, and parents of any such entity, and any and all of their respective past or present shareholders, partners, directors, officers, employees, consultants, independent contractors, trustees, administrators, insurers, agents, attorneys, representatives and fiduciaries, including without limitation all persons acting by, through, under or in concert with any of them, in each instance in their capacities as representatives of the Company (collectively, the “Released Parties”), from any and all claims, charges, complaints, causes of action or demands of whatever kind or nature that Executive and his Releasers now have or have ever had against the Released Parties, whether known or unknown, relating to his employment with the Company or the termination thereof, including but not limited to: wrongful or tortious termination; constructive discharge; implied or express employment contracts and/or estoppel; discrimination and/or retaliation under any federal, state or local statute or regulation, specifically including any claims Executive may have under the Fair Labor Standards Act, the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964 as amended, and the Family and Medical Leave Act; the discrimination or other employment laws of the State of California; any claims brought under any federal or state statute or regulation for nonpayment of wages or other compensation, including grants of stock options or any other equity compensation); and libel, slander, or breach of contract,

other than the breach of this Release. This Release specifically excludes claims, charges, complaints, causes of action or demand that post-date the Termination Date. Notwithstanding anything herein to the contrary, expressly excluded from this Release are any claims (i) for benefits provided under Company benefit plans, incentive plans or equity plans (including, but not limited to, stock options, restricted stock units and stock grants) or (ii) for indemnification and any applicable directors and officers liability insurance coverage to which Executive was entitled with regard to service as an officer of the Company.

4.   Executive agrees to keep the terms of this Release in strict confidence, except where necessary to comply with or enforce this Release or as may be required by any applicable law, regulation or judicial process. Notwithstanding the foregoing, Executive may disclose the terms of this Release and provide a copy hereof to his immediate family and his financial and legal advisors.

5.   Executive warrants that no promise or inducement has been offered for this Release other than as set forth herein and in the Employment Agreement between the Parties dated [___] and that this Release is executed without reliance upon any other promises or representations, oral or written. Any modification of this Release must be made in writing and be signed by Executive and the Company.

6.   If any provision of this Release or compliance by Executive or the Company with any provision of the Release constitutes a violation of any law, or is or becomes unenforceable or void, then such provision, to the extent only that it is in violation of law, unenforceable or void, will be deemed modified to the extent necessary so that it is no longer in violation of law, unenforceable or void, and such provision will be enforced to the fullest extent permitted by law. If such modification is not possible, such provision, to the extent that it is in violation of law, unenforceable or void, will be deemed severable from the remaining provisions of this Release, which provisions will remain binding on both Executive and the Company. This Release is governed by, and construed and interpreted in accordance with the laws of the State of California, without regard to principles of conflicts of law. Executive consents to venue and personal jurisdiction in the State of California for disputes arising under this Release. This Release represents the entire understanding with the Parties with respect to subject matter herein, no oral representations have been made or relied upon by the Parties.

7.   [FOR EXECUTIVES OVER 40 ONLY — In further recognition of the above, Executive hereby releases and discharges the Released Parties from any and all claims, actions and causes of action that he may have against the Released Parties, as of the date of the execution of this Release, arising under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), and the applicable rules and regulations promulgated thereunder. Executive acknowledges and understands that ADEA is a federal statute that prohibits discrimination on the basis of age in employment, benefits and benefit plans. Executive specifically agrees and acknowledges that: (A) the release in this Section 7 was granted in exchange for the receipt of consideration that exceeds the amount to which he would otherwise be entitled to receive upon termination of his employment; (B) his waiver of rights under this Release is knowing and voluntary as required under the Older

2

Workers Benefit Protection Act; (B) that he has read and understands the terms of this Release; (C) he has hereby been advised in writing by the Company to consult with an attorney prior to executing this Release; (D) the Company has given him a period of twenty-one (21) days within which to consider this Release, which period may be waived by the Executive’s voluntary execution prior to the expiration of the twenty-one day period; and (E) following his execution of this Release he has seven (7) days in which to revoke his release as set forth in this Section 7 only and that, if he chooses not to so revoke, the Release in this Section 7 shall then become effective and enforceable and the payments, awards and benefits provided herein shall then be made to him in accordance with the terms of this Release, as well as the terms of the Employment Agreement. To revoke this Release, Executive understands that he must give a written revocation to the General Counsel of the Company at [___]^1, either by hand delivery or certified mail within the seven-day period. If he revokes the Release, it will not become effective or enforceable and he will not be entitled to any benefits from the Company.]

8.   EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS CAREFULLY READ AND VOLUNTARILY SIGNED THIS RELEASE, THAT HE HAS HAD AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF HIS CHOICE, AND THAT HE SIGNS THIS RELEASE WITH THE INTENT OF RELEASING THE RELEASED PARTIES TO THE EXTENT SET FORTH HEREIN.

9.	Executive acknowledges that he is familiar with the provisions of California Civil Code Section 1542, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
	Executive being aware of said code section, hereby expressly waives any right he may have thereunder, as well as under any other statutes or common law principles of similar effect.

10.   This Release inures to the benefit of the Company and its parent, subsidiaries, affiliates, successors and assigns.

ACCEPTED AND AGREED TO:

Seminis, Inc.	[Executive Full Name]
Dated:	Dated:

¹ Insert address.

3

EXHIBIT B

RECEIPT AND RELEASE

     The undersigned, C. Edward Green, hereby acknowledges receipt of a cash lump sum payment equal to $182,970, reduced by applicable withholding, in full payment and satisfaction of the value of the perquisites under Section 4.2 of the Employment Agreement by and between himself and Seminis Merger Corp., the predecessor to the Company, dated May 30, 2003, which perquisites are as follows: (i) family membership to a sport or social club of Executive’s choice; and (ii) use of a Company automobile, including maintenance costs. Executive agrees, for himself and for his heirs, administrators, representatives, executors, successors and assigns, to release, remise and forever discharge Seminis, Inc., its subsidiaries and affiliates, any successors and assigns, and parents of any such entity, and any and all of their respective directors, officers and employees, from any claims, charges, complaints, causes of action or demands for nonpayment of the value of such perquisites.

                                                                                
C. Edward Green

Dated:                                                             

EX-10.13

Exhibit 10.13

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     AGREEMENT, made January 22, 2005, by and between Seminis, Inc. (the “Company”) and Gaspar Alvarez (“Executive”).

RECITALS

     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

     WHEREAS this Agreement is intended to be a complete amendment and restatement of the employment agreement by and between Seminis Merger Corp., the predecessor to the Company, and Executive dated May 30, 2003, as amended (the “Prior Agreement”); and

     WHEREAS in order to induce Executive to serve as the Vice President – Finance and World Wide Corporate Comptroller of the Company following such Merger, the Company desires to provide Executive with compensation and other benefits on the terms and conditions set forth in this Agreement; and

     WHEREAS, Executive is willing to accept such employment and perform services for the Company on the terms and conditions hereinafter set forth:

     NOW, THEREFORE, it is hereby agreed by and between the parties as follows:

     1. Employment.

     1.1 This Agreement shall become effective at the Effective Time (as defined in the Merger Agreement) and, except as otherwise expressly provided herein, shall be of no force or effect prior to such time, or in the event the Merger Agreement is terminated prior to the

consummation of the Merger. For purposes of this Agreement, “Effective Date” means the date on which the Effective Time occurs.

     1.2 Subject to the terms and conditions of this Agreement, the Company agrees to employ Executive during the Term (as defined below) as Vice President – Finance and World Wide Corporate Comptroller of the Company. In his capacity as Vice President – Finance and World Wide Corporate Comptroller, Executive shall report to the Chief Executive Officer (“CEO”) of the Company and shall have the customary powers, responsibilities and authorities of vice presidents – finance and world wide corporate comptrollers of wholly-owned subsidiary corporations of the size, type and nature of the Company, as it exists from time to time.

     1.3 Subject to the terms and conditions of this Agreement, Executive hereby accepts employment as the Vice President – Finance and World Wide Corporate Comptroller of the Company, commencing on the Effective Date.

     1.4 Executive shall perform his duties under this Agreement with reasonable diligence and faithfulness, and shall devote his full business time (excluding any periods of vacation or sick leave) and attention to such duties. Nothing in this Agreement shall preclude Executive from engaging in charitable and community affairs, from managing any passive investment made by him in publicly traded equity securities or other property or from continuing to serve as a member of the board of directors or as a trustee of any other corporation, association or entity with respect to which Executive serves as a director or trustee as of the date of this Agreement, or, with the prior written consent of the CEO, such consent not to be unreasonably withheld, serving as a member of a board of directors or as a trustee of any other corporation, association or entity, provided, that these activities do not materially interfere with

2

the performance of Executive’s duties and responsibilities hereunder or violate the provisions of Section 12 of this Agreement.

     1.5 If requested, Executive agrees to serve, without additional compensation, as an officer and director for one or more of the Company’s 20% or more owned subsidiaries, partnerships, joint ventures, and limited liability companies (collectively, such entities, the “Affiliated Group”), provided, that such service does not materially interfere with Executive’s performance of his duties and responsibilities as Vice President – Finance and World Wide Corporate Comptroller of the Company.

     1.6 Executive’s principal location of employment shall be at the Company’s offices located in Oxnard, California, provided, that Executive may be required under reasonable business circumstances to travel outside of such location in connection with performing his duties under this Agreement.

     2. Term of Employment. Executive’s term of employment under this Agreement shall commence on the Effective Date and, subject to the terms hereof, shall terminate on the earlier of (i) September 29, 2008 (the “Termination Date”) or (ii) the termination of Executive’s employment pursuant to this Agreement (the period from the Effective Date until the termination of Executive’s employment under this Agreement shall be the “Term”). This Agreement shall be renewed automatically for succeeding terms of one (1) year following the Termination Date (in which case both the Termination Date and the Term shall be extended one year on each renewal), unless either party gives written notice to the other at least 120 days prior to the applicable Termination Date of its intention not to renew or Executive’s employment is terminated prior to the Termination Date pursuant to Section 6.

3

     3. Compensation.

     3.1 Salary. The Company shall pay Executive an initial annual base salary of $286,108. The Base Salary shall be reviewed by the Company no less frequently than annually in a manner consistent with similarly situated executives of the Company and may be increased but not decreased. For all purposes under this Agreement, the term “Base Salary” shall refer to Executive’s initial annual Base Salary as it may be increased and in effect from time to time. Base Salary shall be payable in accordance with the ordinary payroll practices of the Company.

     3.2 Annual Bonus. (a) During the Term, Executive shall be eligible to receive an annual bonus (the “Bonus”) with a target Bonus set at 65% of Base Salary (the “Target Bonus”) and a maximum Bonus of 81.25% of Base Salary. For any Company fiscal year ending after August 31, 2007, Executive’s Bonus shall be based upon the satisfaction of performance objectives and in accordance with the performance matrix to be determined by the Internal People Committee of Parent (the “Committee”) based upon the recommendations of the Executive Vice President International Commercial of Parent, or such other officer of Parent who assumes the responsibilities thereof, (the “EVP”) (which shall in turn be based on consultations with the CEO who shall have consulted with the Executive) in his reasonable discretion and communicated to Executive at the beginning of each fiscal year of the Company. Determinations of the Bonus shall be made in good faith and in a manner consistent with the then existing applicable corporate governance policies of Parent.

          (b) For the Company’s fiscal years ending August 31, 2006 (“FY 2006”) and August 31, 2007 (“FY 2007”), the Bonus shall be based upon the satisfaction of performance objectives and shall be determined on a weighted basis comprised of the following criteria:

4

(i)	Milestones based upon Company EBITDA as set forth in the Approved Annual Business Plan (as defined below) — 40% (the “EBITDA Component”);
(ii)	Executive performance goals established annually by the Committee based upon the recommendations of the EVP — 20% (the “Individual Component”);
(iii)	Milestones based upon Company net sales as set forth in the Approved Annual Business Plan — 20% (the “Sales Component”); and
(iv)	Milestones based upon Company net working capital as set forth in the Approved Annual Business Plan — 20% (the “Net Working Capital Component”)

(items (i) through (iv) collectively, the “Performance Objectives,” and each, separately, a “Performance Objective”). For purposes of this Section 3.2(b), “Approved Annual Business Plan” means the detailed one year business, operating and strategic plan for the Company, as approved by the EVP and the CVR Committee (as defined in the Contingent Value Right Agreement attached as Exhibit A to the Merger Agreement (the “CVR Agreement”)) as contemplated in the CVR Agreement, for the fiscal year. During FY 2006 and FY 2007, the Bonus shall be equal to the sum of: (A) (Target Bonus)(.4)(the Applicable Percentage for the EBITDA Component), PLUS (B) (Target Bonus)(.2)(the Applicable Percentage for the Individual Component), PLUS (C) (Target Bonus)(.2)(the Applicable Percentage for the Sales Component), PLUS (D) (Target Bonus)(.2)(the Applicable Percentage for the Net Working Capital Component), where the Target Bonus is expressed in dollars and the Applicable Percentage with respect to any given Performance Objective is determined in accordance with the performance matrix below.

5

Performance Matrix

	Applicable
If Performance is:	Percentage:
Less than 90% of Performance Objective	0%
90% of Performance Objective	50%
95% of Performance Objective	75%
100% of Performance Objective	100%
125% of Performance Objective or greater	125%

In the event actual performance for any fiscal year falls between any threshold listed in the chart above (e.g. 91% of Performance Objective), then the Applicable Percentage shall be adjusted accordingly using a straight line method of interpolation (e.g. if actual performance is at 91% of Performance Objective, then the Applicable Percentage shall be 55%; if actual performance is 92% of Performance Objective, then the Applicable Percentage shall be 60%, etc.). Executive’s annual bonus with respect to the Company’s current fiscal year ending September 30, 2005 (“FY 2005”), shall be based on the Company’s bonus plan in effect as of the date hereof, as set forth on Section 4.10(a) of the Company Disclosure Schedule to the Merger Agreement.

     3.3 Equity Program. Executive shall be considered an eligible employee for purposes of participation in the Monsanto Company Long-Term Incentive Plan, or any successor thereto,

6

with such participation to be on terms and conditions comparable to those applicable to other executives eligible to participate in such plan.

     3.4 Retention Bonus. (a) Subject to and in accordance with the terms of this Section 3.4, Executive shall be eligible to receive a retention bonus (“Retention Bonus”), with a maximum Retention Bonus of $715,270. The Retention Bonus shall be based upon achievement of Cumulative Target Revenue on or before September 30, 2007 by the Company and the Affiliated Group. The Retention Bonus shall be equal to the Applicable Percentage of the maximum Retention Bonus where the maximum Retention Bonus is expressed in dollars and the Applicable Percentage is determined in accordance with the performance matrix below.

Performance Matrix

If performance of Cumulative Target Revenue is:	Applicable Percentage:
85% or less	0%
86%	8%
87%	16%
88%	24%
89%	32%
90%	40%
91%	48%
92%	56%
93%	64%
94%	72%
95%	80%
96%	84%
97%	88%
98%	92%
99%	96%
100% or greater	100%

For purposes of this Section 3.4(a), “Cumulative Target Revenue” means $1,835.3 million, subject to the adjustments to target revenue for sales and acquisitions set forth in Section 1 of the CVR Agreement. In the event actual performance falls between any threshold listed in the chart

7

above, then the Applicable Percentage shall be adjusted accordingly using a straight line method of interpolation (e.g. if actual performance is at 87.5% of Cumulative Target Revenue, then the Applicable Percentage shall be 20%). As used in this Section 3.4(a), “Vesting Date” means the earlier to occur of September 30, 2007, or the date the Company and the Affiliated Group have achieved Cumulative Target Revenue. Executive shall not be entitled to receive the Retention Bonus unless he is an active employee of the Company on the Vesting Date; provided, however, if Executive’s employment is earlier terminated as a result of Executive’s death or Permanent Disability (as defined in Section 6.1(d) hereof) or by the Company other than for Cause (as defined in Section 6.2(b) hereof), Executive shall be entitled to receive a pro-rated portion of the Retention Bonus, which pro-rated portion shall be determined by multiplying the Retention Bonus he would otherwise have received had he remained an active employee of the Company until September 30, 2007, by a fraction, the numerator of which is the number of full months from the Effective Date to his employment termination date and the denominator of which is the number of full months from the Effective Date to September 30, 2007. Except as set forth in Section 3.4(b), Executive shall not be entitled to receive the Retention Bonus, or any portion thereof, if his employment with the Company is terminated before the Vesting Date by Executive for Good Reason (as defined in Section 6.1(c) hereof) or for any other reason, or by the Company for Cause. Payment of the Retention Bonus, or any portion thereof, shall be in cash on November 15, 2007, regardless of the Vesting Date, except that, to the same extent as severance payments payable to other similarly situated key employees of Parent, payment shall not be made any earlier than the date that is six months (or, if earlier, the date of death of Executive) after termination of Executive’s employment and shall be credited with interest, if any, for the period commencing on November 15, 2007 and ending on the date of payment, at the same rate

8

and to the same extent as severance payments payable to other similarly situated key employees of Parent. Notwithstanding anything to the contrary in this Section 3.4(a), Executive shall not be entitled to receive the Retention Bonus, or any portion thereof, if his employment is terminated by the Company for Cause.

     (b) Notwithstanding anything to the contrary in Section 3.4(a) above, if Executive’s employment is terminated by Executive for Good Reason and for an event or circumstance other than an event or circumstance set forth in clause (ii) or (iii) of Section 6.1(c) hereof, Executive shall be entitled to receive the maximum Retention Bonus of $715,270; provided, however, Executive shall not be entitled to receive the maximum Retention Bonus if the event or circumstance constituting Good Reason was the result of an action by the CEO, which action was not expressly approved in writing by the EVP and by Parent’s Senior Vice President of Human Resources. To the same extent as severance payments payable to other similarly situated key employees of Parent, payment of the maximum Retention Bonus under this Section 3.4(b) shall be made in cash no earlier that six months, and no later than seven months, after termination of Executive’s employment and shall be credited with interest, if any, at the same rate and to the same extent as severance payments payable to other similarly situated key employees of Parent. Executive shall not be entitled to receive any portion of the Retention Bonus under this Section 3.4(b) if he terminates his employment for Good Reason and the event or circumstance constituting Good Reason for his termination of employment is set forth in Section 6.1(c)(ii) or 6.1(c)(iii) hereof or if the event or circumstance constituting Good Reason was the result of an action by the CEO that was not expressly approved in writing by the EVP and by Parent’s Senior Vice President of Human Resources.

9

     4. Employee Benefits.

     4.1 Employee Benefit Programs, Plans and Practices. During the Term, Executive shall be entitled to participate in welfare, health and life insurance and pension benefit programs as may be in effect from time to time for similarly situated executives of the Company generally. Executive shall not be entitled to participate in any severance plans provided to Company employees and hereby waives any rights to receive severance benefits other than as provided in this Agreement.

     4.2 Vacation; Fringe Benefits (Perquisites). Executive shall be entitled to no less than twenty (20) business days paid vacation in each calendar year. Executive shall be entitled to receive fringe benefits (perquisites) reasonably comparable to those provided to Executive as of the Effective Date with respect to all fees and expenses incurred in connection with satisfying applicable government working requirements, including visas. In addition, Executive shall be entitled to the fringe benefits (perquisites) generally made available to similarly situated executives of Parent.

     5. Expenses. During the Term, Executive shall be entitled to receive prompt reimbursement in accordance with the Company’s policies for out-of-pocket business expenses reasonably incurred in carrying out his duties and responsibilities under this Agreement, including, without limitation, reasonable expenses for travel and similar items related to such duties and responsibilities.

     6. Termination of Employment.

     6.1 Termination Not for Cause or for Good Reason. (a) If, prior to the Termination Date, during the Term, Executive’s employment is terminated (A) by the Company other than for Cause (as defined in Section 6.2(b) hereof), (B) as a result of Executive’s death or as a result of

10

Executive’s Permanent Disability (as defined in Section 6.1(d) hereof), or (C) by Executive for Good Reason (as defined in Section 6.1(c) hereof), Executive shall receive:

(i) such payments, if any, to which Executive is entitled under any applicable plans or programs, including but not limited to those referred to in Sections 3.3 and 4.1 hereof, in accordance with the terms of such plans or programs;

(ii) a cash lump sum payment in respect of accrued but unused vacation days, any earned but unpaid Base Salary and, if any such termination of employment occurs after the end of a Company fiscal year and prior to the payment of Bonuses for such fiscal year, any Bonus payments earned by Executive for such fiscal year but not yet paid;

(iii) continued coverage under any employee medical plans or programs provided to Executive and his family members pursuant to Section 4.1 hereof until the earlier of the second anniversary of Executive’s termination of employment or the date on which Executive becomes entitled to receive medical coverage under another employer’s medical benefit program, provided, that Executive shall continue to be required to pay any applicable premiums of a participating employee in such plans and programs; and

(iv) a cash lump sum payment equal to two (2) times the sum of the (I) Base Salary (as of immediately prior to Executive’s date of termination of employment, but excluding any decrease in Base Salary causing Executive to have Good Reason) plus (II) the average annual bonus described in Section 3.2 of this Agreement or the Prior Agreement (and expressly excluding the Retention Bonus and any bonus other than such annual bonus described in Section 3.2) paid or payable to Executive with respect to the two (2) fiscal years immediately prior to Executive’s date of termination of employment (provided, however, that if Executive’s date of termination occurs prior to a date upon which a determination of an annual bonus amount has been made by the Company for a prior fiscal year for Executive then the “average annual bonus” shall be deemed to be the Target Bonus), less any applicable insurance benefits payable under insurance arrangements maintained or contributed to by the Company or its affiliates in the event of Executive’s death or disability, provided, that any reduction for disability benefits shall be with respect to benefits received by Executive during the three-year period following Executive’s date of termination of employment.

          (b) To the same extent as severance payments payable to other similarly situated key employees of Parent, amounts payable under Section 6.1(a)(iv) shall be paid no earlier than six months, and no later than seven months, after termination of Executive’s employment and shall be credited with interest, if any, at the same rate and to the same extent as

11

severance payments payable to other similarly situated key employees of Parent. All other payments payable by the Company to Executive pursuant to this Section 6.1 shall be paid within 30 days after the termination of Executive’s employment. All payments under this Section 6.1 shall be paid by check payable to the order of Executive and shall be subject to Executive entering into and not revoking a release substantially in the form set forth as Exhibit A hereto.

          (c) For purposes of this Agreement, “Good Reason” shall mean that any of the events set forth in clauses (i) through (ix) below shall occur without the written consent of Executive, provided, that (x) Executive shall provide the Company with written notice thereof within one hundred and twenty (120) days after Executive has knowledge of the occurrence of any of the events or circumstances set forth in clauses (i) through (ix) below, which notice shall specifically identify the event or circumstance that Executive believes constitutes Good Reason, (y) the Company fails to correct the circumstance or event so identified within twenty (20) days after the date of delivery of the notice referred to in clause (x) above, and (z) Executive resigns his employment for Good Reason within ninety (90) days after the date of delivery of the notice referred to in (x) above:

(i) A reduction in Executive’s Base Salary;

(ii) Executive’s duties, titles, responsibilities or authority (collectively, his “position”) are materially diminished in comparison to his position immediately after the Effective Date, or Executive is assigned duties materially and adversely inconsistent with his position;

(iii) A material reduction in fringe benefits (perquisites) provided to Executive immediately after the Effective Date, other than as a result of a change applicable to similar executives of Parent generally, or any material failure to provide such benefits to Executive;

(iv) The failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform the Agreement, as contemplated in Section 10 herein;

12

(v) Any requirement that Executive relocate to an office more than 25 miles from his office as of the Effective Date; provided, that Executive may be required, under reasonable business circumstances, to travel outside of such locations in connection with performing his duties;

(vi) The failure of the Company (or successor) to renew this Agreement following the Termination Date, unless Executive gives written notice of intention not to renew;

(vii) A material breach by the Company of Section 3.3 of this Agreement;

(viii) The failure of the Company to pay the Retention Bonus, or pro-rated portion thereof, as applicable, in accordance with the terms of Section 3.4 of this Agreement; or

(ix) The failure of the Company to pay or provide an annual bonus in accordance with the terms of Section 3.2 of this Agreement.

          (d) For purposes of this Agreement, “Permanent Disability” shall mean Executive’s absence from full time performance of duties due to physical or mental illness for six (6) consecutive months, that is reasonably determined to be total and permanent by a physician selected by the Company or its insurers and reasonably acceptable to Executive or his legal representative.

     6.2 Discharge for Cause; Voluntary Termination by Executive. (a) The Company shall have the right to terminate the employment of Executive for Cause. In the event that Executive’s employment is terminated, prior to the Termination Date, (i) by the Company for Cause, as hereinafter defined, or (ii) by Executive other than (A) for Good Reason or (B) as a result of Executive’s death or Permanent Disability, Executive shall be entitled to receive a lump sum cash payment in respect of any earned but unpaid Base Salary and in respect of any accrued vacation days. In addition, Executive shall be entitled to such payments and benefits, if any, under any applicable plans or programs, including, but not limited to, those referred to in Sections 3.3 and 4.1 hereof, to which he is entitled pursuant to the terms of such plans or programs.

13

          (b) As used herein, the term “Cause” shall mean (i) Executive’s conviction of, or plea of guilty or nolo contendere to, a felony (or a comparable level of crime in another jurisdiction); provided however, that after indictment for a felony, the Company may suspend Executive from the rendition of services, but without limiting or modifying in any other way, the Company’s obligations to Executive under this Agreement; (ii) continued and repeated refusal by Executive to perform his duties hereunder after fifteen (15) days written notice of any such refusal to perform such duties or direction was given to Executive; (iii) commission by Executive of fraud against, or misappropriation of material property belonging to, the Company (unless such action is neither willful nor injurious to the Company, its affiliates (as defined in Section 10) or any member of the Affiliated Group) or other willful misconduct materially injurious to the Company, its affiliates or any member of the Affiliated Group; (iv) a material breach by Executive of Section 12 of this Agreement, unless such breach is neither willful nor materially injurious to the Company, its affiliates or any member of the Affiliated Group. A decision to terminate Executive’s employment for Cause shall be made by the CEO, the EVP, and the Parent’s HR Lead for Seminis. Executive shall receive thirty (30) days’ prior written notice of the termination for Cause during which period Executive and/or his counsel shall be provided with reasonable opportunity to meet and consult with Parent’s Senior Vice President of Human Resources. Such notice shall include the finding that Executive committed conduct set forth in any of clauses (i) through (iv) above and specifying the particulars thereof.

     6.3 Resignation from all Positions. Notwithstanding any other provision of this Agreement, upon the termination of Executive’s employment for any reason, unless otherwise requested by the CEO, Executive shall immediately resign from all positions that he holds or has ever held with the Company, Parent and any other member of the Affiliated Group (and with

14

any other entities with respect to which the Company has requested Executive to perform services). Executive hereby agrees to execute any and all documentation to effectuate such resignations upon request by the Company, but he shall be treated for all purposes as having so resigned upon termination of his employment, regardless of when or whether he executes any such documentation.

     6.4 Breach of Section 12. Notwithstanding anything to the contrary in this Agreement, in the event of a breach by Executive of the provisions of Section 12 of this Agreement following Executive’s termination of employment, or a material breach by Executive of the provisions of Section 12 of this Agreement during Executive’s employment which Executive’s immediate supervisor and Parent’s Senior Vice President of Human Resources determine would have been Cause to terminate Executive’s employment and that is discovered by the Company within six (6) months following Executive’s termination of employment, Executive shall be entitled to no further payments under this Section 6, and shall repay to the Company any payments previously made under this Section 6. Any amounts repaid by Executive under this Section 6.4 will reduce (on a dollar for dollar basis) any damages payable by Executive as a result of a breach of the terms of Section 12.

     7. Mitigation of Damages. Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise after the termination of his employment hereunder, and any amounts earned by Executive, whether from self-employment, as a common-law employee or otherwise, shall not reduce the amount of any payments otherwise payable to him pursuant to this Agreement.

     8. Notices. All notices or communications hereunder shall be in writing, addressed as follows:

15

To the Company:

Seminis, Inc.
2700 Camino del Sol
Oxnard, California 93030-7967
Attn: General Counsel

with a copy, which will not constitute notice, to:

Monsanto Company
800 North Lindbergh Boulevard
Saint Louis, Missouri 63167
Attn: General Counsel

To Merger Sub:

Monsanto Company
800 North Lindbergh Boulevard
Saint Louis, Missouri 63167
Attn: General Counsel

To Executive:

Gaspar Alvarez
At the address most recently on file with the Company

with a copy to:

Milbank, Tweed, Hadley & McCloy, LLP
One Chase Manhattan Plaza
New York, New York 10005
Attn: Howard Kelberg

Any such notice or communication shall be delivered by hand or by courier or sent certified or registered mail, return receipt requested, postage prepaid, addressed as above (or to such other address as such party may designate in a notice duly delivered as described above), and the third business day after the actual date of mailing shall constitute the time at which notice was given.

     9. Separability; Legal Fees. If any provision of this Agreement shall be declared to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the remaining provisions hereof which shall remain in full force and effect. Each party

16

shall bear the costs of any legal fees and other fees and expenses which may be incurred in respect of enforcing its respective rights under this Agreement.

     10. Successors and Assigns. Except as otherwise provided herein, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Company and Executive and their respective heirs, legal representatives, successors and assigns. Executive may not assign this Agreement, other than, with respect to payments in the event of Executive’s death, to Executive’s estate or beneficiaries. The Company may assign this Agreement to any of its affiliates in the event of any restructuring or reorganization of the Company or to a successor to all or substantially all of the Company’s assets, and the benefits of this Agreement shall inure to such entity and the obligations of this Agreement shall be binding on such entity; provided, that, if the Company assigns this Agreement to an affiliate which is not a successor to all or substantially all of its assets, the Company shall continue to guarantee the payments and benefits hereunder. If the Company shall be merged into or consolidated with another entity, the provisions of this Agreement shall be binding upon and inure to the benefit of the entity surviving such merger or resulting from such consolidation and the Company shall require any such successor, by agreement in form and substance satisfactory to Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. For avoidance of doubt, upon the Effective Date the Company will be merged into Merger Sub and the Company will be the entity surviving such merger and Executive hereby acknowledges that the provisions of Section 3.3 of the Merger Agreement shall satisfy the obligations of the Company under the immediately preceding sentence. The provisions of this Section 10 shall continue to apply to each subsequent employer of Executive in the event of any subsequent merger or

17

consolidation of such subsequent employer. As used in this Agreement, the term “affiliates” shall include any entity controlled by, controlling, or under common control with the Company.

     11. Amendment. This Agreement may only be amended by written agreement of the parties hereto. The parties acknowledge that Merger Sub is intended to be a third party beneficiary of this Agreement, and this Agreement cannot be amended without the prior written consent of Merger Sub.

     12. Nondisclosure of Confidential Information; Work Product; Non-Disparagement; Non-Competition; Non-Solicitation.

     12.1 Confidential Information of the Company and Its Affiliates. All Confidential Information relating to or obtained from the Company or its affiliates shall be held in the strictest confidence by Executive. Executive shall not, directly or indirectly, disclose, use, publish, release, transfer or otherwise make available Confidential Information of, or obtained from the Company or any of its affiliates in any form to, or for the use or benefit of, any person or entity without the Company’s prior written consent, except (i) while employed by the Company, in the business of and/or for the benefit of the Company or (ii) when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of the Company, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order Executive to divulge, disclose or make accessible such information. For purposes of this Section 12.1, “Confidential Information” shall mean all information and documentation of the Company or its affiliates, whether disclosed to or accessed by Executive in connection with his employment with the Company or the Affiliated Group that is not otherwise available to the public (other than by Executive’s breach of the terms hereof), including all (i) data and information of the Company or its affiliates or the customers, suppliers,

18

contractors or other third parties doing business with any of the Company or its affiliates, including business plans, memoranda, reports, drawings, research results, research plans, inventions (patentable or otherwise), trade secrets and research products and (ii) Work Product (as defined below) created by Executive.

     12.2 Executive hereby acknowledges that any ideas, concepts, designs, discoveries, techniques, research results, inventions, methodologies, know-how, improvements, discoveries, processes or products, whether or not patentable, that Executive conceives of or reduces to practice during the term of his employment with the Company or the Affiliated Group and which are in connection with Executive’s employment or related to the nature of Executive’s employment (collectively, the “Work Product”), shall be, or be deemed to be, “work for hire” and owned by the Company. Furthermore, the Company shall have all right, title and interest, including worldwide ownership of copyright and patent, in and to the Work Product and all copies made from them. To the extent (a) any of the Work Product is not deemed a “work for hire” by operation of law and (b) permissible under applicable law, Executive hereby irrevocably assigns, transfers and conveys to the Company all of his right, title and interest in and to such Work Product, including all rights of patent, copyright, trade secret or other intellectual property or proprietary rights in such materials. Executive acknowledges that the Company and the successors and permitted assigns of the Company shall have the right to obtain and hold in their own name any intellectual property rights in and to such Work Product.

     12.3 During the Term and for a period of 24 months from the date of the termination of Executive’s employment for any reason (the “Restricted Period”), Executive shall not compete with the Company or the Affiliated Group, by directly or indirectly engaging in any business or activity, whether as an employee, consultant, partner, principal, agent, representative or

19

stockholder or in any other individual, corporate or representative capacity, or render any services or provide any advice or substantial assistance to any business, person or entity, if such business, person or entity, directly or indirectly, competes (or, to Executive’s knowledge after due inquiry, intends to compete or is preparing to compete during the Restricted Period) with the Business of the Company or the Affiliated Group in any material manner. It is the intention of the parties that the potential restrictions on Executive’s activities imposed by this paragraph be and are reasonable in duration, scope and geography and in all other respects. For purposes of this Section 12, “Business” shall mean the business of marketing, developing, producing and researching new fruit or vegetable seeds and fruit or vegetable plants, or any other material businesses entered into by the Company or the Affiliated Group during the Term, or with respect to which the Company or the Affiliated Group has taken material steps to enter into as of the termination of Executive’s employment. During the Restricted Period, Executive shall make himself reasonably available at the request of the EVP to provide the EVP and the Company with Executive’s knowledge, experience and skill with respect to all matters involving the business of the Company and its affiliates with which Executive is personally familiar, including, without limitation, assisting with existing or future investigations, proceedings, litigations or examinations involving the Company or any of its affiliates relating to periods during which Executive was employed by the Company; provided, however, that Executive shall be available for a period of no more than five (5) days per calendar quarter, subject to not interfering with Executive’s work schedule. For each day, or part thereof, that Executive provides assistance to the EVP and the Company as contemplated hereunder, the Company shall pay Executive an amount equal to (x) divided by (y), where (x) equals the Executive’s annual Base Salary as in effect immediately prior to his employment termination date, and (y) equals 365. In addition,

20

upon presentment of satisfactory documentation, the Company will reimburse Executive for reasonable out-of-pocket travel, lodging and other incidental expenses he incurs in providing such assistance.

     12.4 Except as is required or appropriate in the furtherance of the business of the Company or the Affiliated Group, Executive shall not, during the Restricted Period, either alone or in concert with others, directly or indirectly, (1) solicit, entice, induce or encourage (a) any customer of the Company or the Affiliated Group (including, during the Term, the Company’s affiliates) to discontinue using the services or purchasing the products of the Company or the Affiliated Group (including, during the Term, the Company’s affiliates), (b) any customer to refer prospective customers or business to any competitor of the Company or the Affiliated Group (including, during the Term, the Company’s affiliates) or (c) any person or entity that is part of any existing or proposed arrangement or has any other affiliation with the Company or the Affiliated Group (including, during the Term, the Company’s affiliates) to discontinue such relationship or affiliation with the Company or its affiliates or (2) recruit or hire, or assist others in recruiting or hiring, or otherwise solicit for employment, any consultants or employees of the Company or its affiliates, or former consultants or employees of the Company or its affiliates within six (6) months following their termination of employment.

     12.5 Upon request by the Company at any time during Executive’s employment or upon termination of Executive’s employment with the Company for any reason, Executive shall promptly (1) return to the Company or its affiliates all copies of all materials, including documentary or other recorded materials, which are in Executive’s possession or control and which contain or embody any Confidential Information of the Company or its affiliates and (2) deliver to the Company or its affiliates all copies of any Work Product in Executive’s possession

21

or control. Executive shall not copy, reproduce or otherwise re-create in any fashion any of the items referenced above for personal retention by Executive.

     12.6 Executive acknowledges and agrees that: (i) the purposes of the foregoing covenants are to protect the goodwill and Work Product and Confidential Information of the Company and its affiliates in connection with the transactions contemplated by the Merger Agreement, and to prevent Executive from interfering with the business of the Company and the Affiliated Group as a result of or following termination of Executive’s employment with the Company or the Affiliated Group, as applicable, (ii) because of the nature of the business in which the Company and the Affiliated Group are engaged and because of the nature of the Work Product and Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages to the Company and the Affiliated Group in the event Executive breached any of the covenants of this Section 12; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under this Section 12 would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a covenant under this Section 12 or threatens to commit any such breach, the Company, and its affiliates shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to each of them) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. With respect to any provision of this Section 12 finally determined by a court of competent jurisdiction to be unenforceable, Executive and the Company and its affiliates hereby agree that such court shall have jurisdiction to reform this Agreement or any provision hereof so that it is enforceable to the maximum extent permitted by law, and the parties agree to abide by such court’s determination. If any of the covenants of this Section 12

22

are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the rights of the Company or its affiliates, as applicable, to enforce any such covenant in any other jurisdiction.

     12.7 The provisions of this Section 12 shall remain in full force and effect until the expiration of the period specified herein notwithstanding the earlier termination of Executive’s employment hereunder or the Term.

     13. Beneficiaries; References. Executive shall be entitled to select (and change, to the extent permitted under any applicable law) a beneficiary or beneficiaries to receive any compensation or benefit payable hereunder following Executive’s death, and may change such election, in either case by giving the Company written notice thereof. In the event of Executive’s death or a judicial determination of his incompetence, reference in this Agreement to Executive shall be deemed, where appropriate, to refer to his beneficiary, estate or other legal representative. Any reference to the masculine gender in this Agreement shall include, where appropriate, the feminine.

     14. Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations.

     15. Governing Law; Consent to Jurisdiction.

     15.1 Governing Law. This Agreement shall be construed, interpreted and governed in accordance with the laws of the State of California, without reference to rules relating to conflicts of law.

     15.2 Consent to Jurisdiction. The parties hereto hereby agree and consent to be subject to the exclusive jurisdiction of the courts of the State of California sitting in the County of Los

23

Angeles and the United States District Court for the Central District of the State of California in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement. Each party hereto hereby irrevocably waives, to the fullest extent permitted by law, (i) any objection that it may now or hereafter have to laying venue of any suit, action or proceeding brought in such courts, and (ii) any claim that any suit, action or proceeding brought in such courts has been brought in an inconvenient forum.

     16. Effect on Prior Agreements.

     16.1 On the Effective Date, Executive shall receive a cash lump sum payment equal to $825,478, reduced by applicable withholding, in payment of the value of the perquisites under Section 4.2 of the Prior Agreement, subject to Executive entering into and not revoking a receipt and release substantially in the form set forth in Exhibit B hereto.

     16.2 This Agreement contains the entire understanding between the parties hereto. As of the Effective Date, except as otherwise provided in Section 16.1, Executive waives all payments and benefits under any prior or other employment agreement or understanding between the Company or any affiliate of the Company and Executive, including, but not limited to, the Prior Agreement.

     17. Withholding. The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation, or may permit Executive to elect to pay the Company any such required withholding taxes. If Executive so elects, the payment by Executive of such taxes shall be a condition to the receipt of amounts payable to Executive under this Agreement. The Company shall, to the extent permitted or required by law, have the right to deduct any such taxes from any payment otherwise due to Executive.

24

     18. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original.

     IN WITNESS WHEREOF, as of the date first above written, the Company has caused this Agreement to be executed on its behalf by a duly authorized officer and Executive has hereunto set Executive’s hand.

Seminis, Inc.
By	Date:
Name:
Title:
	Date:
Gaspar Alvarez

25

EXHIBIT A

FORM OF RELEASE AGREEMENT

     This Release Agreement (“Release”) is entered into as of this           day of ___(hereinafter “Execution Date”), by and between [Name of Executive] (hereinafter “Executive”), and Seminis, Inc. and its successors and assigns (hereinafter, the “Company”). Executive and the Company are sometimes collectively referred to herein as the “Parties”.

1.   Executive’s employment with the Company is terminated effective [Month, Day, Year] (hereinafter “Termination Date”).

2.   The Company has agreed to provide Executive the severance payments, awards and benefits provided for in his Employment Agreement with the Company, dated January ___, 2005, after he executes this Release and the Release becomes effective pursuant to its terms [FOR 40+ and does not revoke it as permitted in Section 7 below, the expiration of such revocation period being] the (“Effective Date”).

3.   Executive represents that he has not filed, and will not file, any complaints, lawsuits, administrative complaints or charges relating to his employment with the Company or the termination thereof [; provided, however, that nothing contained in this Section 3 shall prohibit Executive from bringing a claim to challenge the validity of the ADEA Release in Section 7 herein]. In consideration of the severance payments, awards, benefits and other payments described in Section 2, Executive, for himself and for his heirs, administrators, representatives, executors, successors and assigns (collectively, “Releasers”) agrees to release the Company, its subsidiaries and affiliates, and their respective parents, direct or indirect subsidiaries, divisions, affiliates and related companies or entities, regardless of its or their form of business organization, any predecessors, successors, joint ventures, and parents of any such entity, and any and all of their respective past or present shareholders, partners, directors, officers, employees, consultants, independent contractors, trustees, administrators, insurers, agents, attorneys, representatives and fiduciaries, including without limitation all persons acting by, through, under or in concert with any of them, in each instance in their capacities as representatives of the Company (collectively, the “Released Parties”), from any and all claims, charges, complaints, causes of action or demands of whatever kind or nature that Executive and his Releasers now have or have ever had against the Released Parties, whether known or unknown, relating to his employment with the Company or the termination thereof, including but not limited to: wrongful or tortious termination; constructive discharge; implied or express employment contracts and/or estoppel; discrimination and/or retaliation under any federal, state or local statute or regulation, specifically including any claims Executive may have under the Fair Labor Standards Act, the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964 as amended, and the Family and Medical Leave Act; the discrimination or other employment laws of the State of California; any claims brought under any federal or state statute or regulation for nonpayment of wages or other compensation, including grants of stock options or any other equity compensation); and libel, slander, or breach of contract,

other than the breach of this Release. This Release specifically excludes claims, charges, complaints, causes of action or demand that post-date the Termination Date. Notwithstanding anything herein to the contrary, expressly excluded from this Release are any claims (i) for benefits provided under Company benefit plans, incentive plans or equity plans (including, but not limited to, stock options, restricted stock units and stock grants) or (ii) for indemnification and any applicable directors and officers liability insurance coverage to which Executive was entitled with regard to service as an officer of the Company.

4.   Executive agrees to keep the terms of this Release in strict confidence, except where necessary to comply with or enforce this Release or as may be required by any applicable law, regulation or judicial process. Notwithstanding the foregoing, Executive may disclose the terms of this Release and provide a copy hereof to his immediate family and his financial and legal advisors.

5.   Executive warrants that no promise or inducement has been offered for this Release other than as set forth herein and in the Employment Agreement between the Parties dated [___] and that this Release is executed without reliance upon any other promises or representations, oral or written. Any modification of this Release must be made in writing and be signed by Executive and the Company.

6.   If any provision of this Release or compliance by Executive or the Company with any provision of the Release constitutes a violation of any law, or is or becomes unenforceable or void, then such provision, to the extent only that it is in violation of law, unenforceable or void, will be deemed modified to the extent necessary so that it is no longer in violation of law, unenforceable or void, and such provision will be enforced to the fullest extent permitted by law. If such modification is not possible, such provision, to the extent that it is in violation of law, unenforceable or void, will be deemed severable from the remaining provisions of this Release, which provisions will remain binding on both Executive and the Company. This Release is governed by, and construed and interpreted in accordance with the laws of the State of California, without regard to principles of conflicts of law. Executive consents to venue and personal jurisdiction in the State of California for disputes arising under this Release. This Release represents the entire understanding with the Parties with respect to subject matter herein, no oral representations have been made or relied upon by the Parties.

7.   [FOR EXECUTIVES OVER 40 ONLY — In further recognition of the above, Executive hereby releases and discharges the Released Parties from any and all claims, actions and causes of action that he may have against the Released Parties, as of the date of the execution of this Release, arising under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), and the applicable rules and regulations promulgated thereunder. Executive acknowledges and understands that ADEA is a federal statute that prohibits discrimination on the basis of age in employment, benefits and benefit plans. Executive specifically agrees and acknowledges that: (A) the release in this Section 7 was granted in exchange for the receipt of consideration that exceeds the amount to which he would otherwise be entitled to receive upon termination of his employment; (B) his waiver of rights under this Release is knowing and voluntary as required under the Older

2

Workers Benefit Protection Act; (B) that he has read and understands the terms of this Release; (C) he has hereby been advised in writing by the Company to consult with an attorney prior to executing this Release; (D) the Company has given him a period of twenty-one (21) days within which to consider this Release, which period may be waived by the Executive’s voluntary execution prior to the expiration of the twenty-one day period; and (E) following his execution of this Release he has seven (7) days in which to revoke his release as set forth in this Section 7 only and that, if he chooses not to so revoke, the Release in this Section 7 shall then become effective and enforceable and the payments, awards and benefits provided herein shall then be made to him in accordance with the terms of this Release, as well as the terms of the Employment Agreement. To revoke this Release, Executive understands that he must give a written revocation to the General Counsel of the Company at [___]^1, either by hand delivery or certified mail within the seven-day period. If he revokes the Release, it will not become effective or enforceable and he will not be entitled to any benefits from the Company.]

8.   EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS CAREFULLY READ AND VOLUNTARILY SIGNED THIS RELEASE, THAT HE HAS HAD AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF HIS CHOICE, AND THAT HE SIGNS THIS RELEASE WITH THE INTENT OF RELEASING THE RELEASED PARTIES TO THE EXTENT SET FORTH HEREIN.

9.	Executive acknowledges that he is familiar with the provisions of California Civil Code Section 1542, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
	Executive being aware of said code section, hereby expressly waives any right he may have thereunder, as well as under any other statutes or common law principles of similar effect.

10.   This Release inures to the benefit of the Company and its parent, subsidiaries, affiliates, successors and assigns.

ACCEPTED AND AGREED TO:
Seminis, Inc.	[Executive Full Name]
Dated:	Dated:

¹ Insert address.

3

EXHIBIT B

RECEIPT AND RELEASE

     The undersigned, Gaspar Alvarez, hereby acknowledges receipt of a cash lump sum payment equal to $825,478, reduced by applicable withholding, in full payment and satisfaction of the value of the perquisites under Section 4.2 of the Employment Agreement by and between himself and Seminis Merger Corp., the predecessor to the Company, dated May 30, 2003, which perquisites are as follows: (i) after-tax vacation allowance of $7,700; (ii) family membership to a sport or social club of Executive’s choice; (iii) use of a Company automobile, including maintenance costs; (iv) annual reimbursement of private school tuition of an amount up to $6,000 for each child (up to, but not including university education); (v) annual expatriate allowance of 10% of Base Salary, payable in semi-annual installments; and (vi) a housing allowance of $36,000 per year net of taxes. Executive agrees, for himself and for his heirs, administrators, representatives, executors, successors and assigns, to release, remise and forever discharge Seminis, Inc., its subsidiaries and affiliates, any successors and assigns, and parents of any such entity, and any and all of their respective directors, officers and employees, from any claims, charges, complaints, causes of action or demands for nonpayment of the value of such perquisites.

Gaspar Alvarez

Dated:

EX-10.14

Exhibit 10.14

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     AGREEMENT, made January 22, 2005, by and between Seminis, Inc. (the “Company”) and Jose Manuel Madero Garza (“Executive”).

RECITALS

     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

     WHEREAS this Agreement is intended to be a complete amendment and restatement of the employment agreement by and between Seminis Merger Corp., the predecessor to the Company, and Executive dated May 30, 2003, as amended (the “Prior Agreement”); and

     WHEREAS in order to induce Executive to serve as the Vice President, Supply-Delivery Chain, of the Company following such Merger, the Company desires to provide Executive with compensation and other benefits on the terms and conditions set forth in this Agreement; and

     WHEREAS, Executive is willing to accept such employment and perform services for the Company on the terms and conditions hereinafter set forth:

     NOW, THEREFORE, it is hereby agreed by and between the parties as follows:

     1. Employment.

     1.1 This Agreement shall become effective at the Effective Time (as defined in the Merger Agreement) and, except as otherwise expressly provided herein, shall be of no force or effect prior to such time, or in the event the Merger Agreement is terminated prior to the consummation of the Merger. For purposes of this Agreement, “Effective Date” means the date on which the Effective Time occurs.

     1.2 Subject to the terms and conditions of this Agreement, the Company agrees to employ Executive during the Term (as defined below) as Vice President, Supply-Delivery Chain, of the Company. In his capacity as Vice President, Supply-Delivery Chain, Executive shall report to the Chief Executive Officer (the “CEO”) of the Company and shall have the customary powers, responsibilities and authorities of vice presidents, supply-delivery chain, of wholly-owned subsidiary corporations of the size, type and nature of the Company, as it exists from time to time.

     1.3 Subject to the terms and conditions of this Agreement, Executive hereby accepts employment as the Vice President, Supply-Delivery Chain, of the Company, commencing on the Effective Date.

     1.4 Executive shall perform his duties under this Agreement with reasonable diligence and faithfulness, and shall devote his full business time (excluding any periods of vacation or sick leave) and attention to such duties. Nothing in this Agreement shall preclude Executive from engaging in charitable and community affairs, from managing any passive investment made by him in publicly traded equity securities or other property or from continuing to serve as a member of the board of directors or as a trustee of any other corporation, association or entity with respect to which Executive serves as a director or trustee as of the date of this Agreement, or, with the prior written consent of the CEO, such consent not to be unreasonably withheld, serving as a member of a board of directors or as a trustee of any other corporation, association or entity, provided, that these activities do not materially interfere with the performance of Executive’s duties and responsibilities hereunder or violate the provisions of Section 12 of this Agreement.

2

     1.5 If requested, Executive agrees to serve, without additional compensation, as an officer and director for one or more of the Company’s 20% or more owned subsidiaries, partnerships, joint ventures, and limited liability companies (collectively, such entities, the “Affiliated Group”), provided, that such service does not materially interfere with Executive’s performance of his duties and responsibilities as Vice President, Supply-Delivery Chain, of the Company.

     1.6 Executive’s principal location of employment shall be at the Company’s offices located in Oxnard, California, provided, that Executive may be required under reasonable business circumstances to travel outside of such location in connection with performing his duties under this Agreement.

     2. Term of Employment. Executive’s term of employment under this Agreement shall commence on the Effective Date and, subject to the terms hereof, shall terminate on the earlier of (i) September 29, 2008 (the “Termination Date”) or (ii) the termination of Executive’s employment pursuant to this Agreement (the period from the Effective Date until the termination of Executive’s employment under this Agreement shall be the “Term”). This Agreement shall be renewed automatically for succeeding terms of one (1) year following the Termination Date (in which case both the Termination Date and the Term shall be extended one year on each renewal), unless either party gives written notice to the other at least 120 days prior to the applicable Termination Date of its intention not to renew or Executive’s employment is terminated prior to the Termination Date pursuant to Section 6.

3

     3. Compensation.

     3.1 Salary. The Company shall pay Executive an initial annual base salary of $248,400. The Base Salary shall be reviewed by the Company no less frequently than annually in a manner consistent with similarly situated executives of the Company and may be increased but not decreased. For all purposes under this Agreement, the term “Base Salary” shall refer to Executive’s initial annual Base Salary as it may be increased and in effect from time to time. Base Salary shall be payable in accordance with the ordinary payroll practices of the Company.

     3.2 Annual Bonus. (a) During the Term, Executive shall be eligible to receive an annual bonus (the “Bonus”) with a target Bonus set at 65% of Base Salary (the “Target Bonus”) and a maximum Bonus of 81.25% of Base Salary. For any Company fiscal year ending after August 31, 2007, Executive’s Bonus shall be based upon the satisfaction of performance objectives and in accordance with the performance matrix to be determined by the Internal People Committee of Parent (the “Committee”) based upon the recommendations of the Executive Vice President International Commercial of Parent, or such other officer of Parent who assumes the responsibilities thereof, (the “EVP”) (which shall in turn be based on consultations with the CEO who shall have consulted with the Executive) in his reasonable discretion and communicated to Executive at the beginning of each fiscal year of the Company. Determinations of the Bonus shall be made in good faith and in a manner consistent with the then existing applicable corporate governance policies of Parent.

          (b) For the Company’s fiscal years ending August 31, 2006 (“FY 2006”) and August 31, 2007 (“FY 2007”), the Bonus shall be based upon the satisfaction of performance objectives and shall be determined on a weighted basis comprised of the following criteria:

4

(i)	Milestones based upon Company EBITDA as set forth in the Approved Annual Business Plan (as defined below) — 40% (the “EBITDA Component”);
(ii)	Executive performance goals established annually by the Committee based upon the recommendations of the EVP — 20% (the “Individual Component”);
(iii)	Milestones based upon Company net sales as set forth in the Approved Annual Business Plan — 20% (the “Sales Component”); and
(iv)	Milestones based upon Company net working capital as set forth in the Approved Annual Business Plan — 20% (the “Net Working Capital Component”)

(items (i) through (iv) collectively, the “Performance Objectives,” and each, separately, a “Performance Objective”). For purposes of this Section 3.2(b), “Approved Annual Business Plan” means the detailed one year business, operating and strategic plan for the Company, as approved by the EVP and the CVR Committee (as defined in the Contingent Value Right Agreement attached as Exhibit A to the Merger Agreement (the “CVR Agreement”)) as contemplated in the CVR Agreement, for the fiscal year. During FY 2006 and FY 2007, the Bonus shall be equal to the sum of: (A) (Target Bonus)(.4)(the Applicable Percentage for the EBITDA Component), PLUS (B) (Target Bonus)(.2)(the Applicable Percentage for the Individual Component), PLUS (C) (Target Bonus)(.2)(the Applicable Percentage for the Sales Component), PLUS (D) (Target Bonus)(.2)(the Applicable Percentage for the Net Working Capital Component), where the Target Bonus is expressed in dollars and the Applicable Percentage with respect to any given Performance Objective is determined in accordance with the performance matrix below.

5

Performance Matrix

If Performance is:	Applicable Percentage:
Less than 90% of Performance Objective	0%
90% of Performance Objective	50%
95% of Performance Objective	75%
100% of Performance Objective	100%
125% of Performance Objective or greater	125%

In the event actual performance for any fiscal year falls between any threshold listed in the chart above (e.g. 91% of Performance Objective), then the Applicable Percentage shall be adjusted accordingly using a straight line method of interpolation (e.g. if actual performance is at 91% of Performance Objective, then the Applicable Percentage shall be 55%; if actual performance is 92% of Performance Objective, then the Applicable Percentage shall be 60%, etc.). Executive’s annual bonus with respect to the Company’s current fiscal year ending September 30, 2005 (“FY 2005”), shall be based on the Company’s bonus plan in effect as of the date hereof, as set forth on Section 4.10(a) of the Company Disclosure Schedule to the Merger Agreement.

     3.3 Equity Program. Executive shall be considered an eligible employee for purposes of participation in the Monsanto Company Long-Term Incentive Plan, or any successor thereto,

6

with such participation to be on terms and conditions comparable to those applicable to other executives eligible to participate in such plan.

     3.4 Retention Bonus. (a) Subject to and in accordance with the terms of this Section 3.4, Executive shall be eligible to receive a retention bonus (“Retention Bonus”), with a maximum Retention Bonus of $621,000. The Retention Bonus shall be based upon achievement of Cumulative Target Revenue on or before September 30, 2007 by the Company and the Affiliated Group. The Retention Bonus shall be equal to the Applicable Percentage of the maximum Retention Bonus where the maximum Retention Bonus is expressed in dollars and the Applicable Percentage is determined in accordance with the performance matrix below.

Performance Matrix

If performance of Cumulative Target Revenue is:	Applicable Percentage:
85% or less	0%
86%	8%
87%	16%
88%	24%
89%	32%
90%	40%
91%	48%
92%	56%
93%	64%
94%	72%
95%	80%
96%	84%
97%	88%
98%	92%
99%	96%
100% or greater	100%

For purposes of this Section 3.4(a), “Cumulative Target Revenue” means $1,835.3 million, subject to the adjustments to target revenue for sales and acquisitions set forth in Section 1 of the CVR Agreement. In the event actual performance falls between any threshold listed in the chart

7

above, then the Applicable Percentage shall be adjusted accordingly using a straight line method of interpolation (e.g. if actual performance is at 87.5% of Cumulative Target Revenue, then the Applicable Percentage shall be 20%). As used in this Section 3.4(a), “Vesting Date” means the earlier to occur of September 30, 2007, or the date the Company and the Affiliated Group have achieved Cumulative Target Revenue. Executive shall not be entitled to receive the Retention Bonus unless he is an active employee of the Company on the Vesting Date; provided, however, if Executive’s employment is earlier terminated as a result of Executive’s death or Permanent Disability (as defined in Section 6.1(d) hereof) or by the Company other than for Cause (as defined in Section 6.2(b) hereof), Executive shall be entitled to receive a pro-rated portion of the Retention Bonus, which pro-rated portion shall be determined by multiplying the Retention Bonus he would otherwise have received had he remained an active employee of the Company until September 30, 2007, by a fraction, the numerator of which is the number of full months from the Effective Date to his employment termination date and the denominator of which is the number of full months from the Effective Date to September 30, 2007. Except as set forth in Section 3.4(b), Executive shall not be entitled to receive the Retention Bonus, or any portion thereof, if his employment with the Company is terminated before the Vesting Date by Executive for Good Reason (as defined in Section 6.1(c) hereof) or for any other reason, or by the Company for Cause. Payment of the Retention Bonus, or any portion thereof, shall be in cash on November 15, 2007, regardless of the Vesting Date, except that, to the same extent as severance payments payable to other similarly situated key employees of Parent, payment shall not be made any earlier than the date that is six months (or, if earlier, the date of death of Executive) after termination of Executive’s employment and shall be credited with interest, if any, for the period commencing on November 15, 2007 and ending on the date of payment, at the same rate

8

and to the same extent as severance payments payable to other similarly situated key employees of Parent. Notwithstanding anything to the contrary in this Section 3.4(a), Executive shall not be entitled to receive the Retention Bonus, or any portion thereof, if his employment is terminated by the Company for Cause.

     (b) Notwithstanding anything to the contrary in Section 3.4(a) above, if Executive’s employment is terminated by Executive for Good Reason and for an event or circumstance other than an event or circumstance set forth in clause (ii) or (iii) of Section 6.1(c) hereof, Executive shall be entitled to receive the maximum Retention Bonus of $621,000; provided, however, Executive shall not be entitled to receive the maximum Retention Bonus if the event or circumstance constituting Good Reason was the result of an action by the CEO, which action was not expressly approved in writing by the EVP and by Parent’s Senior Vice President of Human Resources. To the same extent as severance payments payable to other similarly situated key employees of Parent, payment of the maximum Retention Bonus under this Section 3.4(b) shall be made in cash no earlier that six months, and no later than seven months, after termination of Executive’s employment and shall be credited with interest, if any, at the same rate and to the same extent as severance payments payable to other similarly situated key employees of Parent. Executive shall not be entitled to receive any portion of the Retention Bonus under this Section 3.4(b) if he terminates his employment for Good Reason and the event or circumstance constituting Good Reason for his termination of employment is set forth in Section 6.1(c)(ii) or 6.1(c)(iii) hereof or if the event or circumstance constituting Good Reason was the result of an action by the CEO that was not expressly approved in writing by the EVP and by Parent’s Senior Vice President of Human Resources.

9

     4. Employee Benefits.

     4.1 Employee Benefit Programs, Plans and Practices. During the Term, Executive shall be entitled to participate in welfare, health and life insurance and pension benefit programs as may be in effect from time to time for similarly situated executives of the Company generally. Executive shall not be entitled to participate in any severance plans provided to Company employees and hereby waives any rights to receive severance benefits other than as provided in this Agreement.

     4.2 Vacation; Fringe Benefits (Perquisites). Executive shall be entitled to no less than twenty (20) business days paid vacation in each calendar year. Executive shall be entitled to receive fringe benefits (perquisites) reasonably comparable to those provided to Executive as of the Effective Date with respect to all fees and expenses incurred in connection with satisfying applicable government working requirements, including visas. In addition, Executive shall be entitled to the fringe benefits (perquisites) generally made available to similarly situated executives of Parent.

     5. Expenses. During the Term, Executive shall be entitled to receive prompt reimbursement in accordance with the Company’s policies for out-of-pocket business expenses reasonably incurred in carrying out his duties and responsibilities under this Agreement, including, without limitation, reasonable expenses for travel and similar items related to such duties and responsibilities.

     6. Termination of Employment.

     6.1 Termination Not for Cause or for Good Reason. (a) If, prior to the Termination Date, during the Term, Executive’s employment is terminated (A) by the Company other than for Cause (as defined in Section 6.2(b) hereof), (B) as a result of Executive’s death or as a result of

10

Executive’s Permanent Disability (as defined in Section 6.1(d) hereof), or (C) by Executive for Good Reason (as defined in Section 6.1(c) hereof), Executive shall receive:

(i) such payments, if any, to which Executive is entitled under any applicable plans or programs, including but not limited to those referred to in Sections 3.3 and 4.1 hereof, in accordance with the terms of such plans or programs;

(ii) a cash lump sum payment in respect of accrued but unused vacation days, any earned but unpaid Base Salary and, if any such termination of employment occurs after the end of a Company fiscal year and prior to the payment of Bonuses for such fiscal year, any Bonus payments earned by Executive for such fiscal year but not yet paid;

(iii) continued coverage under any employee medical plans or programs provided to Executive and his family members pursuant to Section 4.1 hereof until the earlier of the second anniversary of Executive’s termination of employment or the date on which Executive becomes entitled to receive medical coverage under another employer’s medical benefit program, provided, that Executive shall continue to be required to pay any applicable premiums of a participating employee in such plans and programs;

(iv) a cash lump sum payment equal to two (2) times the sum of the (I) Base Salary (as of immediately prior to Executive’s date of termination of employment, but excluding any decrease in Base Salary causing Executive to have Good Reason) plus (II) the average annual bonus described in Section 3.2 of this Agreement or the Prior Agreement (and expressly excluding the Retention Bonus and any bonus other than such annual bonus described in Section 3.2) paid or payable to Executive with respect to the two (2) fiscal years immediately prior to Executive’s date of termination of employment (provided, however, that if Executive’s date of termination occurs prior to a date upon which a determination of an annual bonus amount has been made by the Company for a prior fiscal year for Executive then the “average annual bonus” shall be deemed to be the Target Bonus), less any applicable insurance benefits payable under insurance arrangements maintained or contributed to by the Company or its affiliates in the event of Executive’s death or disability, provided, that any reduction for disability benefits shall be with respect to benefits received by Executive during the three-year period following Executive’s date of termination of employment; and

(v) a cash lump sum payment equal to the cost of the enrollment fee for one year to the American School Foundation in Monterrey, Mexico for Executive’s three (3) children (or, if the children are not able to so enroll due to space limitations, a comparable enrollment fee for one year to another educational institution in Mexico), provided, that Executive relocates to Mexico and elects to so enroll his children within one (1) year following Executive’s date of termination.

11

          (b) To the same extent as severance payments payable to other similarly situated key employees of Parent, amounts payable under Section 6.1(a)(iv) and (v) shall be paid no earlier than six months, and no later than seven months, after termination of Executive’s employment and shall be credited with interest, if any, at the same rate and to the same extent as severance payments payable to other similarly situated key employees of Parent. All other payments payable by the Company to Executive pursuant to this Section 6.1 shall be paid within 30 days after the termination of Executive’s employment. All payments under this Section 6.1 shall be paid by check payable to the order of Executive and shall be subject to Executive entering into and not revoking a release substantially in the form set forth as Exhibit A hereto.

          (c) For purposes of this Agreement, “Good Reason” shall mean that any of the events set forth in clauses (i) through (ix) below shall occur without the written consent of Executive, provided, that (x) Executive shall provide the Company with written notice thereof within one hundred and twenty (120) days after Executive has knowledge of the occurrence of any of the events or circumstances set forth in clauses (i) through (ix) below, which notice shall specifically identify the event or circumstance that Executive believes constitutes Good Reason, (y) the Company fails to correct the circumstance or event so identified within twenty (20) days after the date of delivery of the notice referred to in clause (x) above, and (z) Executive resigns his employment for Good Reason within ninety (90) days after the date of delivery of the notice referred to in (x) above:

(i) A reduction in Executive’s Base Salary;

(ii) Executive’s duties, titles, responsibilities or authority (collectively, his “position”) are materially diminished in comparison to his position immediately after the Effective Date, or Executive is assigned duties materially and adversely inconsistent with his position;

(iii) A material reduction in fringe benefits (perquisites) provided to Executive immediately after the Effective Date, other than as a result of a change applicable

12

to similar executives of Parent generally, or any material failure to provide such benefits to Executive;

(iv) The failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform the Agreement, as contemplated in Section 10 herein;

(v) Any requirement that Executive relocate to an office more than 25 miles from his office as of the Effective Date; provided, that Executive may be required, under reasonable business circumstances, to travel outside of such locations in connection with performing his duties;

(vi) The failure of the Company (or successor) to renew this Agreement following the Termination Date, unless Executive gives written notice of intention not to renew;

(vii) A material breach by the Company of Section 3.3 of this Agreement;

(viii) The failure of the Company to pay the Retention Bonus, or pro-rated portion thereof, as applicable, in accordance with the terms of Section 3.4 of this Agreement; or

(ix) The failure of the Company to pay or provide an annual bonus in accordance with the terms of Section 3.2 of this Agreement.

          (d) For purposes of this Agreement, “Permanent Disability” shall mean Executive’s absence from full time performance of duties due to physical or mental illness for six (6) consecutive months, that is reasonably determined to be total and permanent by a physician selected by the Company or its insurers and reasonably acceptable to Executive or his legal representative.

     6.2 Discharge for Cause; Voluntary Termination by Executive. (a) The Company shall have the right to terminate the employment of Executive for Cause. In the event that Executive’s employment is terminated, prior to the Termination Date, (i) by the Company for Cause, as hereinafter defined, or (ii) by Executive other than (A) for Good Reason or (B) as a result of Executive’s death or Permanent Disability, Executive shall be entitled to receive a lump sum cash payment in respect of any earned but unpaid Base Salary and in respect of any accrued

13

vacation days. In addition, Executive shall be entitled to such payments and benefits, if any, under any applicable plans or programs, including, but not limited to, those referred to in Sections 3.3 and 4.1 hereof, to which he is entitled pursuant to the terms of such plans or programs.

          (b) As used herein, the term “Cause” shall mean (i) Executive’s conviction of, or plea of guilty or nolo contendere to, a felony (or a comparable level of crime in another jurisdiction); provided however, that after indictment for a felony, the Company may suspend Executive from the rendition of services, but without limiting or modifying in any other way, the Company’s obligations to Executive under this Agreement; (ii) continued and repeated refusal by Executive to perform his duties hereunder after fifteen (15) days written notice of any such refusal to perform such duties or direction was given to Executive; (iii) commission by Executive of fraud against, or misappropriation of material property belonging to, the Company (unless such action is neither willful nor injurious to the Company, its affiliates (as defined in Section 10) or any member of the Affiliated Group) or other willful misconduct materially injurious to the Company, its affiliates or any member of the Affiliated Group; (iv) a material breach by Executive of Section 12 of this Agreement, unless such breach is neither willful nor materially injurious to the Company, its affiliates or any member of the Affiliated Group. A decision to terminate Executive’s employment for Cause shall be made by the CEO, the EVP, and the Parent’s HR Lead for Seminis. Executive shall receive thirty (30) days’ prior written notice of the termination for Cause during which period Executive and/or his counsel shall be provided with reasonable opportunity to meet and consult with Parent’s Senior Vice President of Human Resources. Such notice shall include the finding that Executive committed conduct set forth in any of clauses (i) through (iv) above and specifying the particulars thereof.

14

     6.3 Resignation from all Positions. Notwithstanding any other provision of this Agreement, upon the termination of Executive’s employment for any reason, unless otherwise requested by the CEO, Executive shall immediately resign from all positions that he holds or has ever held with the Company, Parent and any other member of the Affiliated Group (and with any other entities with respect to which the Company has requested Executive to perform services). Executive hereby agrees to execute any and all documentation to effectuate such resignations upon request by the Company, but he shall be treated for all purposes as having so resigned upon termination of his employment, regardless of when or whether he executes any such documentation.

     6.4 Breach of Section 12. Notwithstanding anything to the contrary in this Agreement, in the event of a breach by Executive of the provisions of Section 12 of this Agreement following Executive’s termination of employment, or a material breach by Executive of the provisions of Section 12 of this Agreement during Executive’s employment which Executive’s immediate supervisor and Parent’s Senior Vice President of Human Resources determine would have been Cause to terminate Executive’s employment and that is discovered by the Company within six (6) months following Executive’s termination of employment, Executive shall be entitled to no further payments under this Section 6, and shall repay to the Company any payments previously made under this Section 6. Any amounts repaid by Executive under this Section 6.4 will reduce (on a dollar for dollar basis) any damages payable by Executive as a result of a breach of the terms of Section 12.

     7. Mitigation of Damages. Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise after the termination of his employment hereunder, and any amounts earned by

15

Executive, whether from self-employment, as a common-law employee or otherwise, shall not reduce the amount of any payments otherwise payable to him pursuant to this Agreement.

     8. Notices. All notices or communications hereunder shall be in writing, addressed as follows:

To the Company:

Seminis, Inc.
2700 Camino del Sol
Oxnard, California 93030-7967
Attn: General Counsel

with a copy, which will not constitute notice, to:

Monsanto Company
800 North Lindbergh Boulevard
Saint Louis, Missouri 63167
Attn: General Counsel

To Merger Sub:

Monsanto Company
800 North Lindbergh Boulevard
Saint Louis, Missouri 63167
Attn: General Counsel

To Executive:

Jose Manuel Madero Garza
At the address most recently on file with the Company

with a copy to:

Milbank, Tweed, Hadley & McCloy, LLP
One Chase Manhattan Plaza
New York, New York 10005
Attn: Howard Kelberg

Any such notice or communication shall be delivered by hand or by courier or sent certified or registered mail, return receipt requested, postage prepaid, addressed as above (or to such other

16

address as such party may designate in a notice duly delivered as described above), and the third business day after the actual date of mailing shall constitute the time at which notice was given.

     9. Separability; Legal Fees. If any provision of this Agreement shall be declared to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the remaining provisions hereof which shall remain in full force and effect. Each party shall bear the costs of any legal fees and other fees and expenses which may be incurred in respect of enforcing its respective rights under this Agreement.

     10. Successors and Assigns. Except as otherwise provided herein, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Company and Executive and their respective heirs, legal representatives, successors and assigns. Executive may not assign this Agreement, other than, with respect to payments in the event of Executive’s death, to Executive’s estate or beneficiaries. The Company may assign this Agreement to any of its affiliates in the event of any restructuring or reorganization of the Company or to a successor to all or substantially all of the Company’s assets, and the benefits of this Agreement shall inure to such entity and the obligations of this Agreement shall be binding on such entity; provided, that, if the Company assigns this Agreement to an affiliate which is not a successor to all or substantially all of its assets, the Company shall continue to guarantee the payments and benefits hereunder. If the Company shall be merged into or consolidated with another entity, the provisions of this Agreement shall be binding upon and inure to the benefit of the entity surviving such merger or resulting from such consolidation and the Company shall require any such successor, by agreement in form and substance satisfactory to Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. For avoidance

17

of doubt, upon the Effective Date the Company will be merged into Merger Sub and the Company will be the entity surviving such merger and Executive hereby acknowledges that the provisions of Section 3.3 of the Merger Agreement shall satisfy the obligations of the Company under the immediately preceding sentence. The provisions of this Section 10 shall continue to apply to each subsequent employer of Executive in the event of any subsequent merger or consolidation of such subsequent employer. As used in this Agreement, the term “affiliates” shall include any entity controlled by, controlling, or under common control with the Company.

     11. Amendment. This Agreement may only be amended by written agreement of the parties hereto. The parties acknowledge that Merger Sub is intended to be a third party beneficiary of this Agreement, and this Agreement cannot be amended without the prior written consent of Merger Sub.

     12. Nondisclosure of Confidential Information; Work Product; Non-Disparagement; Non-Competition; Non-Solicitation.

     12.1 Confidential Information of the Company and Its Affiliates. All Confidential Information relating to or obtained from the Company or its affiliates shall be held in the strictest confidence by Executive. Executive shall not, directly or indirectly, disclose, use, publish, release, transfer or otherwise make available Confidential Information of, or obtained from the Company or any of its affiliates in any form to, or for the use or benefit of, any person or entity without the Company’s prior written consent, except (i) while employed by the Company, in the business of and/or for the benefit of the Company or (ii) when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of the Company, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order Executive to divulge, disclose or make accessible

18

such information. For purposes of this Section 12.1, “Confidential Information” shall mean all information and documentation of the Company or its affiliates, whether disclosed to or accessed by Executive in connection with his employment with the Company or the Affiliated Group that is not otherwise available to the public (other than by Executive’s breach of the terms hereof), including all (i) data and information of the Company or its affiliates or the customers, suppliers, contractors or other third parties doing business with any of the Company or its affiliates, including business plans, memoranda, reports, drawings, research results, research plans, inventions (patentable or otherwise), trade secrets and research products and (ii) Work Product (as defined below) created by Executive.

     12.2 Executive hereby acknowledges that any ideas, concepts, designs, discoveries, techniques, research results, inventions, methodologies, know-how, improvements, discoveries, processes or products, whether or not patentable, that Executive conceives of or reduces to practice during the term of his employment with the Company or the Affiliated Group and which are in connection with Executive’s employment or related to the nature of Executive’s employment (collectively, the “Work Product”), shall be, or be deemed to be, “work for hire” and owned by the Company. Furthermore, the Company shall have all right, title and interest, including worldwide ownership of copyright and patent, in and to the Work Product and all copies made from them. To the extent (a) any of the Work Product is not deemed a “work for hire” by operation of law and (b) permissible under applicable law, Executive hereby irrevocably assigns, transfers and conveys to the Company all of his right, title and interest in and to such Work Product, including all rights of patent, copyright, trade secret or other intellectual property or proprietary rights in such materials. Executive acknowledges that the Company and the

19

successors and permitted assigns of the Company shall have the right to obtain and hold in their own name any intellectual property rights in and to such Work Product.

     12.3 During the Term and for a period of 24 months from the date of the termination of Executive’s employment for any reason (the “Restricted Period”), Executive shall not compete with the Company or the Affiliated Group, by directly or indirectly engaging in any business or activity, whether as an employee, consultant, partner, principal, agent, representative or stockholder or in any other individual, corporate or representative capacity, or render any services or provide any advice or substantial assistance to any business, person or entity, if such business, person or entity, directly or indirectly, competes (or, to Executive’s knowledge after due inquiry, intends to compete or is preparing to compete during the Restricted Period) with the Business of the Company or the Affiliated Group in any material manner. It is the intention of the parties that the potential restrictions on Executive’s activities imposed by this paragraph be and are reasonable in duration, scope and geography and in all other respects. For purposes of this Section 12, “Business” shall mean the business of marketing, developing, producing and researching new fruit or vegetable seeds and fruit or vegetable plants, or any other material businesses entered into by the Company or the Affiliated Group during the Term, or with respect to which the Company or the Affiliated Group has taken material steps to enter into as of the termination of Executive’s employment. During the Restricted Period, Executive shall make himself reasonably available at the request of the EVP to provide the EVP and the Company with Executive’s knowledge, experience and skill with respect to all matters involving the business of the Company and its affiliates with which Executive is personally familiar, including, without limitation, assisting with existing or future investigations, proceedings, litigations or examinations involving the Company or any of its affiliates relating to periods during which

20

Executive was employed by the Company; provided, however, that Executive shall be available for a period of no more than five (5) days per calendar quarter, subject to not interfering with Executive’s work schedule. For each day, or part thereof, that Executive provides assistance to the EVP and the Company as contemplated hereunder, the Company shall pay Executive an amount equal to (x) divided by (y), where (x) equals the Executive’s annual Base Salary as in effect immediately prior to his employment termination date, and (y) equals 365. In addition, upon presentment of satisfactory documentation, the Company will reimburse Executive for reasonable out-of-pocket travel, lodging and other incidental expenses he incurs in providing such assistance.

     12.4 Except as is required or appropriate in the furtherance of the business of the Company or the Affiliated Group, Executive shall not, during the Restricted Period, either alone or in concert with others, directly or indirectly, (1) solicit, entice, induce or encourage (a) any customer of the Company or the Affiliated Group (including, during the Term, the Company’s affiliates) to discontinue using the services or purchasing the products of the Company or the Affiliated Group (including, during the Term, the Company’s affiliates), (b) any customer to refer prospective customers or business to any competitor of the Company or the Affiliated Group (including, during the Term, the Company’s affiliates) or (c) any person or entity that is part of any existing or proposed arrangement or has any other affiliation with the Company or the Affiliated Group (including, during the Term, the Company’s affiliates) to discontinue such relationship or affiliation with the Company or its affiliates or (2) recruit or hire, or assist others in recruiting or hiring, or otherwise solicit for employment, any consultants or employees of the Company or its affiliates, or former consultants or employees of the Company or its affiliates within six (6) months following their termination of employment.

21

     12.5 Upon request by the Company at any time during Executive’s employment or upon termination of Executive’s employment with the Company for any reason, Executive shall promptly (1) return to the Company or its affiliates all copies of all materials, including documentary or other recorded materials, which are in Executive’s possession or control and which contain or embody any Confidential Information of the Company or its affiliates and (2) deliver to the Company or its affiliates all copies of any Work Product in Executive’s possession or control. Executive shall not copy, reproduce or otherwise re-create in any fashion any of the items referenced above for personal retention by Executive.

     12.6 Executive acknowledges and agrees that: (i) the purposes of the foregoing covenants are to protect the goodwill and Work Product and Confidential Information of the Company and its affiliates in connection with the transactions contemplated by the Merger Agreement, and to prevent Executive from interfering with the business of the Company and the Affiliated Group as a result of or following termination of Executive’s employment with the Company or the Affiliated Group, as applicable, (ii) because of the nature of the business in which the Company and the Affiliated Group are engaged and because of the nature of the Work Product and Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages to the Company and the Affiliated Group in the event Executive breached any of the covenants of this Section 12; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under this Section 12 would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a covenant under this Section 12 or threatens to commit any such breach, the Company, and its affiliates shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to each of them) to temporary and permanent injunctive relief

22

from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. With respect to any provision of this Section 12 finally determined by a court of competent jurisdiction to be unenforceable, Executive and the Company and its affiliates hereby agree that such court shall have jurisdiction to reform this Agreement or any provision hereof so that it is enforceable to the maximum extent permitted by law, and the parties agree to abide by such court’s determination. If any of the covenants of this Section 12 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the rights of the Company or its affiliates, as applicable, to enforce any such covenant in any other jurisdiction.

     12.7 The provisions of this Section 12 shall remain in full force and effect until the expiration of the period specified herein notwithstanding the earlier termination of Executive’s employment hereunder or the Term.

     13. Beneficiaries; References. Executive shall be entitled to select (and change, to the extent permitted under any applicable law) a beneficiary or beneficiaries to receive any compensation or benefit payable hereunder following Executive’s death, and may change such election, in either case by giving the Company written notice thereof. In the event of Executive’s death or a judicial determination of his incompetence, reference in this Agreement to Executive shall be deemed, where appropriate, to refer to his beneficiary, estate or other legal representative. Any reference to the masculine gender in this Agreement shall include, where appropriate, the feminine.

     14. Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations.

23

     15. Governing Law; Consent to Jurisdiction.

     15.1 Governing Law. This Agreement shall be construed, interpreted and governed in accordance with the laws of the State of California, without reference to rules relating to conflicts of law.

     15.2 Consent to Jurisdiction. The parties hereto hereby agree and consent to be subject to the exclusive jurisdiction of the courts of the State of California sitting in the County of Los Angeles and the United States District Court for the Central District of the State of California in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement. Each party hereto hereby irrevocably waives, to the fullest extent permitted by law, (i) any objection that it may now or hereafter have to laying venue of any suit, action or proceeding brought in such courts, and (ii) any claim that any suit, action or proceeding brought in such courts has been brought in an inconvenient forum.

     16. Effect on Prior Agreements.

     16.1 On the Effective Date, Executive shall receive a cash lump sum payment equal to $627,879, reduced by applicable withholding, in payment of the value of the perquisites under Section 4.2 of the Prior Agreement, subject to Executive entering into and not revoking a receipt and release substantially in the form set forth in Exhibit B hereto.

     16.2 This Agreement contains the entire understanding between the parties hereto. As of the Effective Date, except as otherwise provided in Section 16.1, Executive waives all payments and benefits under any prior or other employment agreement or understanding between the Company or any affiliate of the Company and Executive, including, but not limited to, the Prior Agreement.

24

     17. Withholding. The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation, or may permit Executive to elect to pay the Company any such required withholding taxes. If Executive so elects, the payment by Executive of such taxes shall be a condition to the receipt of amounts payable to Executive under this Agreement. The Company shall, to the extent permitted or required by law, have the right to deduct any such taxes from any payment otherwise due to Executive.

     18. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original.

     IN WITNESS WHEREOF, as of the date first above written, the Company has caused this Agreement to be executed on its behalf by a duly authorized officer and Executive has hereunto set Executive’s hand.

Seminis, Inc.
By	Date:
Name:
Title:
	Date:
Jose Manuel Madero Garza

25

EXHIBIT A

FORM OF RELEASE AGREEMENT

     This Release Agreement (“Release”) is entered into as of this          day of ___(hereinafter “Execution Date”), by and between [Name of Executive] (hereinafter “Executive”), and Seminis, Inc. and its successors and assigns (hereinafter, the “Company”). Executive and the Company are sometimes collectively referred to herein as the “Parties”.

1.	Executive’s employment with the Company is terminated effective [Month, Day, Year] (hereinafter “Termination Date”).
2.	The Company has agreed to provide Executive the severance payments, awards and benefits provided for in his Employment Agreement with the Company, dated January ___, 2005, after he executes this Release and the Release becomes effective pursuant to its terms [FOR 40+ and does not revoke it as permitted in Section 7 below, the expiration of such revocation period being] the (“Effective Date”).
3.	Executive represents that he has not filed, and will not file, any complaints, lawsuits, administrative complaints or charges relating to his employment with the Company or the termination thereof [; provided, however, that nothing contained in this Section 3 shall prohibit Executive from bringing a claim to challenge the validity of the ADEA Release in Section 7 herein]. In consideration of the severance payments, awards, benefits and other payments described in Section 2, Executive, for himself and for his heirs, administrators, representatives, executors, successors and assigns (collectively, “Releasers”) agrees to release the Company, its subsidiaries and affiliates, and their respective parents, direct or indirect subsidiaries, divisions, affiliates and related companies or entities, regardless of its or their form of business organization, any predecessors, successors, joint ventures, and parents of any such entity, and any and all of their respective past or present shareholders, partners, directors, officers, employees, consultants, independent contractors, trustees, administrators, insurers, agents, attorneys, representatives and fiduciaries, including without limitation all persons acting by, through, under or in concert with any of them, in each instance in their capacities as representatives of the Company (collectively, the “Released Parties”), from any and all claims, charges, complaints, causes of action or demands of whatever kind or nature that Executive and his Releasers now have or have ever had against the Released Parties, whether known or unknown, relating to his employment with the Company or the termination thereof, including but not limited to: wrongful or tortious termination; constructive discharge; implied or express employment contracts and/or estoppel; discrimination and/or retaliation under any federal, state or local statute or regulation, specifically including any claims Executive may have under the Fair Labor Standards Act, the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964 as amended, and the Family and Medical Leave Act; the discrimination or other employment laws of the State of California; any claims brought under any federal or state statute or regulation for nonpayment of wages or other compensation, including grants of stock options or any other equity compensation); and libel, slander, or breach of contract,

	other than the breach of this Release. This Release specifically excludes claims, charges, complaints, causes of action or demand that post-date the Termination Date. Notwithstanding anything herein to the contrary, expressly excluded from this Release are any claims (i) for benefits provided under Company benefit plans, incentive plans or equity plans (including, but not limited to, stock options, restricted stock units and stock grants) or (ii) for indemnification and any applicable directors and officers liability insurance coverage to which Executive was entitled with regard to service as an officer of the Company.
4.	Executive agrees to keep the terms of this Release in strict confidence, except where necessary to comply with or enforce this Release or as may be required by any applicable law, regulation or judicial process. Notwithstanding the foregoing, Executive may disclose the terms of this Release and provide a copy hereof to his immediate family and his financial and legal advisors.
5.	Executive warrants that no promise or inducement has been offered for this Release other than as set forth herein and in the Employment Agreement between the Parties dated [___] and that this Release is executed without reliance upon any other promises or representations, oral or written. Any modification of this Release must be made in writing and be signed by Executive and the Company.
6.	If any provision of this Release or compliance by Executive or the Company with any provision of the Release constitutes a violation of any law, or is or becomes unenforceable or void, then such provision, to the extent only that it is in violation of law, unenforceable or void, will be deemed modified to the extent necessary so that it is no longer in violation of law, unenforceable or void, and such provision will be enforced to the fullest extent permitted by law. If such modification is not possible, such provision, to the extent that it is in violation of law, unenforceable or void, will be deemed severable from the remaining provisions of this Release, which provisions will remain binding on both Executive and the Company. This Release is governed by, and construed and interpreted in accordance with the laws of the State of California, without regard to principles of conflicts of law. Executive consents to venue and personal jurisdiction in the State of California for disputes arising under this Release. This Release represents the entire understanding with the Parties with respect to subject matter herein, no oral representations have been made or relied upon by the Parties.
7.	[FOR EXECUTIVES OVER 40 ONLY — In further recognition of the above, Executive hereby releases and discharges the Released Parties from any and all claims, actions and causes of action that he may have against the Released Parties, as of the date of the execution of this Release, arising under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), and the applicable rules and regulations promulgated thereunder. Executive acknowledges and understands that ADEA is a federal statute that prohibits discrimination on the basis of age in employment, benefits and benefit plans. Executive specifically agrees and acknowledges that: (A) the release in this Section 7 was granted in exchange for the receipt of consideration that exceeds the amount to which he would otherwise be entitled to receive upon termination of his employment; (B) his waiver of rights under this Release is knowing and voluntary as required under the Older

2

	Workers Benefit Protection Act; (B) that he has read and understands the terms of this Release; (C) he has hereby been advised in writing by the Company to consult with an attorney prior to executing this Release; (D) the Company has given him a period of twenty-one (21) days within which to consider this Release, which period may be waived by the Executive’s voluntary execution prior to the expiration of the twenty-one day period; and (E) following his execution of this Release he has seven (7) days in which to revoke his release as set forth in this Section 7 only and that, if he chooses not to so revoke, the Release in this Section 7 shall then become effective and enforceable and the payments, awards and benefits provided herein shall then be made to him in accordance with the terms of this Release, as well as the terms of the Employment Agreement. To revoke this Release, Executive understands that he must give a written revocation to the General Counsel of the Company at [___]1, either by hand delivery or certified mail within the seven-day period. If he revokes the Release, it will not become effective or enforceable and he will not be entitled to any benefits from the Company.]
8.	EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS CAREFULLY READ AND VOLUNTARILY SIGNED THIS RELEASE, THAT HE HAS HAD AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF HIS CHOICE, AND THAT HE SIGNS THIS RELEASE WITH THE INTENT OF RELEASING THE RELEASED PARTIES TO THE EXTENT SET FORTH HEREIN.
9.	Executive acknowledges that he is familiar with the provisions of California Civil Code Section 1542, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
	Executive being aware of said code section, hereby expressly waives any right he may have thereunder, as well as under any other statutes or common law principles of similar effect.
10.	This Release inures to the benefit of the Company and its parent, subsidiaries, affiliates, successors and assigns.

ACCEPTED AND AGREED TO:

Seminis, Inc.	[Executive Full Name]
Dated:	Dated:

¹ Insert address.

3

EXHIBIT B

RECEIPT AND RELEASE

     The undersigned, Jose Manuel Madero Garza, hereby acknowledges receipt of a cash lump sum payment equal to $627,879, reduced by applicable withholding, in full payment and satisfaction of the value of the perquisites under Section 4.2 of the Employment Agreement by and between himself and Seminis Merger Corp., the predecessor to the Company, dated May 30, 2003, which perquisites are as follows: (i) after-tax vacation allowance of $7,700; (ii) family membership to a sport or social club of Executive’s choice, (iii) use of a Company automobile, including maintenance costs; and (iv) a housing allowance of $36,000 per year net of taxes. Executive agrees, for himself and for his heirs, administrators, representatives, executors, successors and assigns, to release, remise and forever discharge Seminis, Inc., its subsidiaries and affiliates, any successors and assigns, and parents of any such entity, and any and all of their respective directors, officers and employees, from any claims, charges, complaints, causes of action or demands for nonpayment of the value of such perquisites.

Jose Manuel Madero Garza

Dated:

EX-10.15

Exhibit 10.15

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     AGREEMENT, made January 22, 2005, by and between Seminis, Inc. (the “Company”) and Gerard Renou (“Executive”).

RECITALS

     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

     WHEREAS this Agreement is intended to be a complete amendment and restatement of the employment agreement by and between the Company and Executive dated July 1, 2004 (the “Prior Agreement”); and

     WHEREAS in order to induce Executive to serve as the Vice President, Value Capture, of the Company following such Merger, the Company desires to provide Executive with compensation and other benefits on the terms and conditions set forth in this Agreement; and

     WHEREAS, Executive is willing to accept such employment and perform services for the Company on the terms and conditions hereinafter set forth:

     NOW, THEREFORE, it is hereby agreed by and between the parties as follows:

     1. Employment.

     1.1 This Agreement shall become effective at the Effective Time (as defined in the Merger Agreement) and, except as otherwise expressly provided herein, shall be of no force or effect prior to such time, or in the event the Merger Agreement is terminated prior to the consummation of the Merger. For purposes of this Agreement, “Effective Date” means the date on which the Effective Time occurs.

     1.2 Subject to the terms and conditions of this Agreement, the Company agrees to employ Executive during the Term (as defined below) as Vice President, Value Capture, of the Company. In his capacity as Vice President, Value Capture, Executive shall report to the Chief Executive Officer (the “CEO”) of the Company and shall have the customary powers, responsibilities and authorities of vice presidents, value capture, of wholly-owned subsidiary corporations of the size, type and nature of the Company, as it exists from time to time.

     1.3 Subject to the terms and conditions of this Agreement, Executive hereby accepts employment as the Vice President, Value Capture, of the Company, commencing on the Effective Date.

     1.4 Executive shall perform his duties under this Agreement with reasonable diligence and faithfulness, and shall devote his full business time (excluding any periods of vacation or sick leave) and attention to such duties. Nothing in this Agreement shall preclude Executive from engaging in charitable and community affairs, from managing any passive investment made by him in publicly traded equity securities or other property or from continuing to serve as a member of the board of directors or as a trustee of any other corporation, association or entity with respect to which Executive serves as a director or trustee as of the date of this Agreement, or, with the prior written consent of the CEO, such consent not to be unreasonably withheld, serving as a member of a board of directors or as a trustee of any other corporation, association or entity, provided, that these activities do not materially interfere with the performance of Executive’s duties and responsibilities hereunder or violate the provisions of Section 12 of this Agreement.

     1.5 If requested, Executive agrees to serve, without additional compensation, as an officer and director for one or more of the Company’s 20% or more owned subsidiaries,

2

partnerships, joint ventures, and limited liability companies (collectively, such entities, the “Affiliated Group”), provided, that such service does not materially interfere with Executive’s performance of his duties and responsibilities as Vice President, Value Capture, of the Company.

     1.6 Executive’s principal location of employment shall be determined by the CEO, provided, that Executive may be required under reasonable business circumstances to travel outside of such location in connection with performing his duties under this Agreement.

     2. Term of Employment. Executive’s term of employment under this Agreement shall commence on the Effective Date and, subject to the terms hereof, shall terminate on the earlier of (i) July 1, 2007 (the “Termination Date”) or (ii) the termination of Executive’s employment pursuant to this Agreement (the period from the Effective Date until the termination of Executive’s employment under this Agreement shall be the “Term”). This Agreement shall be renewed automatically for succeeding terms of one (1) year following the Termination Date (in which case both the Termination Date and the Term shall be extended one year on each renewal), unless either party gives written notice to the other at least 120 days prior to the applicable Termination Date of its intention not to renew or Executive’s employment is terminated prior to the Termination Date pursuant to Section 6.

     3. Compensation.

     3.1 Salary. The Company shall pay Executive an initial annual base salary of €234,600. The Base Salary shall be reviewed by the Company no less frequently than annually in a manner consistent with similarly situated executives of the Company and may be increased but not decreased. For all purposes under this Agreement, the term “Base Salary” shall refer to Executive’s initial annual Base Salary as it may be increased and in effect from time to time. Base Salary shall be payable in accordance with the ordinary payroll practices of the Company.

3

     3.2 Annual Bonus. (a) During the Term, Executive shall be eligible to receive an annual bonus (the “Bonus”) with a target Bonus set at 65% of Base Salary (the “Target Bonus”) and a maximum Bonus of 81.25% of Base Salary. For any Company fiscal year ending after August 31, 2007, Executive’s Bonus shall be based upon the satisfaction of performance objectives and in accordance with the performance matrix to be determined by the Internal People Committee of Parent (the “Committee”) based upon the recommendations of the Executive Vice President International Commercial of Parent, or such other officer of Parent who assumes the responsibilities thereof, (the “EVP”) (which shall in turn be based on consultations with the CEO who shall have consulted with the Executive) in his reasonable discretion and communicated to Executive at the beginning of each fiscal year of the Company. Determinations of the Bonus shall be made in good faith and in a manner consistent with the then existing applicable corporate governance policies of Parent.

          (b) For the Company’s fiscal years ending August 31, 2006 (“FY 2006”) and August 31, 2007 (“FY 2007”), the Bonus shall be based upon the satisfaction of performance objectives and shall be determined on a weighted basis comprised of the following criteria:

(i)	Milestones based upon Company EBITDA as set forth in the Approved Annual Business Plan (as defined below) — 40% (the “EBITDA Component”);
(ii)	Executive performance goals established annually by the Committee based upon the recommendations of the EVP- 20% (the “Individual Component”);
(iii)	Milestones based upon Company net sales as set forth in the Approved Annual Business Plan — 20% (the “Sales Component”); and
(iv)	Milestones based upon Company net working capital as set forth in the Approved Annual Business Plan — 20% (the “Net Working Capital Component”)

4

(items (i) through (iv) collectively, the “Performance Objectives,” and each, separately, a “Performance Objective”). For purposes of this Section 3.2(b), “Approved Annual Business Plan” means the detailed one year business, operating and strategic plan for the Company, as approved by the EVP and the CVR Committee (as defined in the Contingent Value Right Agreement attached as Exhibit A to the Merger Agreement (the “CVR Agreement”)), as contemplated in the CVR Agreement, for the fiscal year. During FY 2006 and FY 2007, the Bonus shall be equal to the sum of: (A) (Target Bonus)(.4)(the Applicable Percentage for the EBITDA Component), PLUS (B) (Target Bonus)(.2)(the Applicable Percentage for the Individual Component), PLUS (C) (Target Bonus)(.2)(the Applicable Percentage for the Sales Component), PLUS (D) (Target Bonus)(.2)(the Applicable Percentage for the Net Working Capital Component), where the Target Bonus is expressed in dollars and the Applicable Percentage with respect to any given Performance Objective is determined in accordance with the performance matrix below.

5

Performance Matrix

	Applicable
If Performance is:	Percentage:
Less than 90% of Performance Objective	0%
90% of Performance Objective	50%
95% of Performance Objective	75%
100% of Performance Objective	100%
125% of Performance Objective or greater	125%

In the event actual performance for any fiscal year falls between any threshold listed in the chart above (e.g. 91% of Performance Objective), then the Applicable Percentage shall be adjusted accordingly using a straight line method of interpolation (e.g. if actual performance is at 91% of Performance Objective, then the Applicable Percentage shall be 55%; if actual performance is 92% of Performance Objective, then the Applicable Percentage shall be 60%, etc.). Executive’s annual bonus with respect to the Company’s current fiscal year ending September 30, 2005 (“FY 2005”), shall be based on the Company’s bonus plan in effect as of the date hereof, as set forth on Section 4.10(a) of the Company Disclosure Schedule to the Merger Agreement.

     3.3 Equity Program. Executive shall be considered an eligible employee for purposes of participation in the Monsanto Company Long-Term Incentive Plan, or any successor thereto,

6

with such participation to be on terms and conditions comparable to those applicable to other executives eligible to participate in such plan.

     4. Employee Benefits.

     4.1 Employee Benefit Programs, Plans and Practices. During the Term, Executive shall be entitled to participate in welfare, health and life insurance and pension benefit programs as may be in effect from time to time for similarly situated executives of the Company generally. Executive shall not be entitled to participate in any severance plans provided to Company employees and hereby waives any rights to receive severance benefits other than as provided in this Agreement.

     4.2 Vacation; Fringe Benefits (Perquisites). Executive shall be entitled to no less than twenty (20) business days paid vacation in each calendar year. Executive shall be entitled to receive fringe benefits (perquisites) reasonably comparable to those provided to Executive as of the Effective Date with respect to the following matters: (i) use of a Company vehicle; (ii) health insurance benefits for Executive and his family; (iii) Company will pay 100% of the contribution to the existing personal contracts for Prevoyance, Invalidite et Retraites with Groupe Taitbout (CRE and IRCAFEX); (iv) reasonable relocation expenses for Executive and his family to relocate from Switzerland to a new work location, determined by the Company, which move date for the Executive and his family is expected to be in June 2005; and (v) for 2005, the maximum possible Company contribution on Executive’s behalf to the retirement savings plan established for SVS Spain and any additional Company contribution to Executive’s individual retirement plan established by the Company in Spain in order to maintain the total value of 40,000 CHF. In addition, Executive shall be entitled to the fringe benefits (perquisites) generally made available to similarly situated executives of Parent.

7

     5. Expenses. During the Term, Executive shall be entitled to receive prompt reimbursement in accordance with the Company’s policies for out-of-pocket business expenses reasonably incurred in carrying out his duties and responsibilities under this Agreement, including, without limitation, reasonable expenses for travel and similar items related to such duties and responsibilities.

     6. Termination of Employment.

     6.1 Termination Not for Cause or for Good Reason. (a) If, prior to the Termination Date, during the Term, Executive’s employment is terminated (A) by the Company other than for Cause (as defined in Section 6.2(b) hereof), (B) as a result of Executive’s death or as a result of Executive’s Permanent Disability (as defined in Section 6.1(d) hereof), or (C) by Executive for Good Reason (as defined in Section 6.1(c) hereof), Executive shall receive:

(i) such payments, if any, to which Executive is entitled under any applicable plans or programs, including but not limited to those referred to in Sections 3.3 and 4.1 hereof, in accordance with the terms of such plans or programs;

(ii) a cash lump sum payment in respect of accrued but unused vacation days, any earned but unpaid Base Salary and, if any such termination of employment occurs after the end of a Company fiscal year and prior to the payment of Bonuses for such fiscal year, any Bonus payments earned by Executive for such fiscal year but not yet paid;

(iii) continued coverage under any employee medical plans or programs provided to Executive and his family members pursuant to Section 4.1 hereof until the earlier of the second anniversary of Executive’s termination of employment or the date on which Executive becomes entitled to receive medical coverage under another employer’s medical benefit program, provided, that Executive shall continue to be required to pay any applicable premiums of a participating employee in such plans and programs; and

(iv) the greater of (A) a cash lump sum payment in an amount equal to the amount required to be paid under applicable law or regulation relating to severance benefits, or (B) a cash lump sum payment equal to two (2) times the sum of the (I) Base Salary (as of immediately prior to Executive’s date of termination of employment, but excluding any decrease in Base Salary causing Executive to have Good Reason) plus (II) the average annual bonus described in Section 3.2 of this Agreement or the Prior Agreement (and expressly excluding

8

any bonus other than such annual bonus described in Section 3.2) paid or payable to Executive with respect to the two (2) fiscal years immediately prior to Executive’s date of termination of employment (provided, however, that if Executive’s date of termination occurs prior to a date upon which a determination of an annual bonus amount has been made by the Company for a prior fiscal year for Executive then the “average annual bonus” shall be deemed to be the Target Bonus), less any applicable insurance benefits payable under insurance arrangements maintained or contributed to by the Company or its affiliates in the event of Executive’s death or disability, provided, that any reduction for disability benefits shall be with respect to benefits received by Executive during the three-year period following Executive’s date of termination of employment.

          (b) To the same extent as severance payments payable to other similarly situated key employees of Parent, amounts payable under Section 6.1(a)(iv) shall be paid no earlier than six months, and no later than seven months, after termination of Executive’s employment and shall be credited with interest, if any, at the same rate and to the same extent as severance payments payable to other similarly situated key employees of Parent. All other payments payable by the Company to Executive pursuant to this Section 6.1 shall be paid within 30 days after the termination of Executive’s employment. All payments under this Section 6.1 shall be paid by check payable to the order of Executive and shall be subject to Executive entering into and not revoking a release substantially in the form set forth as Exhibit A hereto.

          (c) For purposes of this Agreement, “Good Reason” shall mean that any of the events set forth in clauses (i) through (vii) below shall occur without the written consent of Executive, provided, that (x) Executive shall provide the Company with written notice thereof within one hundred and twenty (120) days after Executive has knowledge of the occurrence of any of the events or circumstances set forth in clauses (i) through (vii) below, which notice shall specifically identify the event or circumstance that Executive believes constitutes Good Reason, (y) the Company fails to correct the circumstance or event so identified within twenty (20) days after the date of delivery of the notice referred to in clause (x) above, and (z) Executive resigns

9

his employment for Good Reason within ninety (90) days after the date of delivery of the notice referred to in (x) above:

(i) A reduction in Executive’s Base Salary;

(ii) Executive’s duties, titles, responsibilities or authority (collectively, his “position”) are materially diminished in comparison to his position immediately after the Effective Date, or Executive is assigned duties materially and adversely inconsistent with his position;

(iii) A material reduction in fringe benefits (perquisites) provided to Executive immediately after the Effective Date, other than as a result of a change applicable to similar executives of Parent generally, or any material failure to provide such benefits to Executive;

(iv) The failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform the Agreement, as contemplated in Section 10 herein;

(v) Any requirement that Executive relocate to an office more than 25 miles from his office as of the Effective Date; provided, that Executive may be required, under reasonable business circumstances, to travel outside of such locations in connection with performing his duties;

(vi) A material breach by the Company of Section 3.3 of this Agreement; or

(vii) The failure of the Company to pay or provide an annual bonus in accordance with the terms of Section 3.2 of this Agreement.

          (d) For purposes of this Agreement, “Permanent Disability” shall mean Executive’s absence from full time performance of duties due to physical or mental illness for six (6) consecutive months, that is reasonably determined to be total and permanent by a physician selected by the Company or its insurers and reasonably acceptable to Executive or his legal representative.

     6.2 Discharge for Cause; Voluntary Termination by Executive. (a) The Company shall have the right to terminate the employment of Executive for Cause. In the event that Executive’s employment is terminated, prior to the Termination Date, (i) by the Company for Cause, as hereinafter defined, or (ii) by Executive other than (A) for Good Reason or (B) as a

10

result of Executive’s death or Permanent Disability, Executive shall be entitled to receive a lump sum cash payment in respect of any earned but unpaid Base Salary and in respect of any accrued vacation days. In addition, Executive shall be entitled to such payments and benefits, if any, under any applicable plans or programs, including, but not limited to, those referred to in Sections 3.3 and 4.1 hereof, to which he is entitled pursuant to the terms of such plans or programs.

          (b) As used herein, the term “Cause” shall mean (i) Executive’s conviction of, or plea of guilty or nolo contendere to, a felony (or a comparable level of crime in another jurisdiction); provided however, that after indictment for a felony, the Company may suspend Executive from the rendition of services, but without limiting or modifying in any other way, the Company’s obligations to Executive under this Agreement; (ii) continued and repeated refusal by Executive to perform his duties hereunder after fifteen (15) days written notice of any such refusal to perform such duties or direction was given to Executive; (iii) commission by Executive of fraud against, or misappropriation of material property belonging to, the Company (unless such action is neither willful nor injurious to the Company, its affiliates (as defined in Section 10) or any member of the Affiliated Group) or other willful misconduct materially injurious to the Company, its affiliates or any member of the Affiliated Group; (iv) a material breach by Executive of Section 12 of this Agreement, unless such breach is neither willful nor materially injurious to the Company, its affiliates or any member of the Affiliated Group. A decision to terminate Executive’s employment for Cause shall be made by the CEO, the EVP and Parent’s HR Lead for Seminis. Executive shall receive thirty (30) days’ prior written notice of the termination for Cause during which period Executive and/or his counsel shall be provided with reasonable opportunity to meet and consult with Parent’s Senior Vice President of Human

11

Resources. Such notice shall include the finding that Executive committed conduct set forth in any of clauses (i) through (iv) above and specifying the particulars thereof.

     6.3 Resignation from all Positions. Notwithstanding any other provision of this Agreement, upon the termination of Executive’s employment for any reason, unless otherwise requested by the CEO, Executive shall immediately resign from all positions that he holds or has ever held with the Company, Parent and any other member of the Affiliated Group (and with any other entities with respect to which the Company has requested Executive to perform services). Executive hereby agrees to execute any and all documentation to effectuate such resignations upon request by the Company, but he shall be treated for all purposes as having so resigned upon termination of his employment, regardless of when or whether he executes any such documentation.

     6.4 Breach of Section 12. Notwithstanding anything to the contrary in this Agreement, in the event of a breach by Executive of the provisions of Section 12 of this Agreement following Executive’s termination of employment, or a material breach by Executive of the provisions of Section 12 of this Agreement during Executive’s employment which Executive’s immediate supervisor and Parent’s Senior Vice President of Human Resources determine would have been Cause to terminate Executive’s employment and that is discovered by the Company within six (6) months following Executive’s termination of employment, Executive shall be entitled to no further payments under this Section 6, and shall repay to the Company any payments previously made under this Section 6. Any amounts repaid by Executive under this Section 6.4 will reduce (on a dollar for dollar basis) any damages payable by Executive as a result of a breach of the terms of Section 12.

12

     7. Mitigation of Damages. Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise after the termination of his employment hereunder, and any amounts earned by Executive, whether from self-employment, as a common-law employee or otherwise, shall not reduce the amount of any payments otherwise payable to him pursuant to this Agreement.

     8. Notices. All notices or communications hereunder shall be in writing, addressed as follows:

To the Company:

Seminis, Inc.
2700 Camino del Sol
Oxnard, California 93030-7967
Attn: General Counsel

with a copy, which will not constitute notice, to:

Monsanto Company
800 North Lindbergh Boulevard
Saint Louis, Missouri 63167
Attn: General Counsel

To Merger Sub:

Monsanto Company
800 North Lindbergh Boulevard
Saint Louis, Missouri 63167
Attn: General Counsel

To Executive:

Gerard Renou
At the address most recently on file with the Company

with a copy to:

Milbank, Tweed, Hadley & McCloy, LLP
One Chase Manhattan Plaza
New York, New York 10005
Attn: Howard Kelberg

13

Any such notice or communication shall be delivered by hand or by courier or sent certified or registered mail, return receipt requested, postage prepaid, addressed as above (or to such other address as such party may designate in a notice duly delivered as described above), and the third business day after the actual date of mailing shall constitute the time at which notice was given.

     9. Separability; Legal Fees. If any provision of this Agreement shall be declared to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the remaining provisions hereof which shall remain in full force and effect. Each party shall bear the costs of any legal fees and other fees and expenses which may be incurred in respect of enforcing its respective rights under this Agreement.

     10. Successors and Assigns. Except as otherwise provided herein, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Company and Executive and their respective heirs, legal representatives, successors and assigns. Executive may not assign this Agreement, other than, with respect to payments in the event of Executive’s death, to Executive’s estate or beneficiaries. The Company may assign this Agreement to any of its affiliates in the event of any restructuring or reorganization of the Company or to a successor to all or substantially all of the Company’s assets, and the benefits of this Agreement shall inure to such entity and the obligations of this Agreement shall be binding on such entity; provided, that, if the Company assigns this Agreement to an affiliate which is not a successor to all or substantially all of its assets, the Company shall continue to guarantee the payments and benefits hereunder. If the Company shall be merged into or consolidated with another entity, the provisions of this Agreement shall be binding upon and inure to the benefit of the entity surviving such merger or resulting from such consolidation and the Company shall require any such successor, by agreement in form and substance satisfactory to Executive, to expressly

14

assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. For avoidance of doubt, upon the Effective Date the Company will be merged into Merger Sub and the Company will be the entity surviving such merger and Executive hereby acknowledges that the provisions of Section 3.3 of the Merger Agreement shall satisfy the obligations of the Company under the immediately preceding sentence. The provisions of this Section 10 shall continue to apply to each subsequent employer of Executive in the event of any subsequent merger or consolidation of such subsequent employer. As used in this Agreement, the term “affiliates” shall include any entity controlled by, controlling, or under common control with the Company.

     11. Amendment. This Agreement may only be amended by written agreement of the parties hereto. The parties acknowledge that Merger Sub is intended to be a third party beneficiary of this Agreement, and this Agreement cannot be amended without the prior written consent of Merger Sub.

     12. Nondisclosure of Confidential Information; Work Product; Non-Disparagement; Non-Competition; Non-Solicitation.

     12.1 Confidential Information of the Company and Its Affiliates. All Confidential Information relating to or obtained from the Company or its affiliates shall be held in the strictest confidence by Executive. Executive shall not, directly or indirectly, disclose, use, publish, release, transfer or otherwise make available Confidential Information of, or obtained from the Company or any of its affiliates in any form to, or for the use or benefit of, any person or entity without the Company’s prior written consent, except (i) while employed by the Company, in the business of and/or for the benefit of the Company or (ii) when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the

15

business of the Company, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order Executive to divulge, disclose or make accessible such information. For purposes of this Section 12.1, “Confidential Information” shall mean all information and documentation of the Company or its affiliates, whether disclosed to or accessed by Executive in connection with his employment with the Company or the Affiliated Group that is not otherwise available to the public (other than by Executive’s breach of the terms hereof), including all (i) data and information of the Company or its affiliates or the customers, suppliers, contractors or other third parties doing business with any of the Company or its affiliates, including business plans, memoranda, reports, drawings, research results, research plans, inventions (patentable or otherwise), trade secrets and research products and (ii) Work Product (as defined below) created by Executive.

     12.2 Executive hereby acknowledges that any ideas, concepts, designs, discoveries, techniques, research results, inventions, methodologies, know-how, improvements, discoveries, processes or products, whether or not patentable, that Executive conceives of or reduces to practice during the term of his employment with the Company or the Affiliated Group and which are in connection with Executive’s employment or related to the nature of Executive’s employment (collectively, the “Work Product”), shall be, or be deemed to be, “work for hire” and owned by the Company. Furthermore, the Company shall have all right, title and interest, including worldwide ownership of copyright and patent, in and to the Work Product and all copies made from them. To the extent (a) any of the Work Product is not deemed a “work for hire” by operation of law and (b) permissible under applicable law, Executive hereby irrevocably assigns, transfers and conveys to the Company all of his right, title and interest in and to such Work Product, including all rights of patent, copyright, trade secret or other intellectual property

16

or proprietary rights in such materials. Executive acknowledges that the Company and the successors and permitted assigns of the Company shall have the right to obtain and hold in their own name any intellectual property rights in and to such Work Product.

     12.3 During the Term and for a period of 24 months from the date of the termination of Executive’s employment for any reason (the “Restricted Period”), Executive shall not compete with the Company or the Affiliated Group, by directly or indirectly engaging in any business or activity, whether as an employee, consultant, partner, principal, agent, representative or stockholder or in any other individual, corporate or representative capacity, or render any services or provide any advice or substantial assistance to any business, person or entity, if such business, person or entity, directly or indirectly, competes (or, to Executive’s knowledge after due inquiry, intends to compete or is preparing to compete during the Restricted Period) with the Business of the Company or the Affiliated Group in any material manner. It is the intention of the parties that the potential restrictions on Executive’s activities imposed by this paragraph be and are reasonable in duration, scope and geography and in all other respects. For purposes of this Section 12, “Business” shall mean the business of marketing, developing, producing and researching new fruit or vegetable seeds and fruit or vegetable plants, or any other material businesses entered into by the Company or the Affiliated Group during the Term, or with respect to which the Company or the Affiliated Group has taken material steps to enter into as of the termination of Executive’s employment. During the Restricted Period, Executive shall make himself reasonably available at the request of the EVP to provide the EVP and the Company with Executive’s knowledge, experience and skill with respect to all matters involving the business of the Company and its affiliates with which Executive is personally familiar, including, without limitation, assisting with existing or future investigations, proceedings, litigations or

17

examinations involving the Company or any of its affiliates relating to periods during which Executive was employed by the Company; provided, however, that Executive shall be available for a period of no more than five (5) days per calendar quarter, subject to not interfering with Executive’s work schedule. For each day, or part thereof, that Executive provides assistance to the EVP and the Company as contemplated hereunder, the Company shall pay Executive an amount equal to (x) divided by (y), where (x) equals the Executive’s annual Base Salary as in effect immediately prior to his employment termination date, and (y) equals 365. In addition, upon presentment of satisfactory documentation, the Company will reimburse Executive for reasonable out-of-pocket travel, lodging and other incidental expenses he incurs in providing such assistance.

     12.4 Except as is required or appropriate in the furtherance of the business of the Company or the Affiliated Group, Executive shall not, during the Restricted Period, either alone or in concert with others, directly or indirectly, (1) solicit, entice, induce or encourage (a) any customer of the Company or the Affiliated Group (including, during the Term, the Company’s affiliates) to discontinue using the services or purchasing the products of the Company or the Affiliated Group (including, during the Term, the Company’s affiliates), (b) any customer to refer prospective customers or business to any competitor of the Company or the Affiliated Group (including, during the Term, the Company’s affiliates) or (c) any person or entity that is part of any existing or proposed arrangement or has any other affiliation with the Company or the Affiliated Group (including, during the Term, the Company’s affiliates) to discontinue such relationship or affiliation with the Company or its affiliates or (2) recruit or hire, or assist others in recruiting or hiring, or otherwise solicit for employment, any consultants or employees of the

18

Company or its affiliates, or former consultants or employees of the Company or its affiliates within six (6) months following their termination of employment.

     12.5 Upon request by the Company at any time during Executive’s employment or upon termination of Executive’s employment with the Company for any reason, Executive shall promptly (1) return to the Company or its affiliates all copies of all materials, including documentary or other recorded materials, which are in Executive’s possession or control and which contain or embody any Confidential Information of the Company or its affiliates and (2) deliver to the Company or its affiliates all copies of any Work Product in Executive’s possession or control. Executive shall not copy, reproduce or otherwise re-create in any fashion any of the items referenced above for personal retention by Executive.

     12.6 Executive acknowledges and agrees that: (i) the purposes of the foregoing covenants are to protect the goodwill and Work Product and Confidential Information of the Company and its affiliates in connection with the transactions contemplated by the Merger Agreement, and to prevent Executive from interfering with the business of the Company and the Affiliated Group as a result of or following termination of Executive’s employment with the Company or the Affiliated Group, as applicable, (ii) because of the nature of the business in which the Company and the Affiliated Group are engaged and because of the nature of the Work Product and Confidential Information to which Executive has access, it would be impractical and excessively difficult to determine the actual damages to the Company and the Affiliated Group in the event Executive breached any of the covenants of this Section 12; and (iii) remedies at law (such as monetary damages) for any breach of Executive’s obligations under this Section 12 would be inadequate. Executive therefore agrees and consents that if Executive commits any breach of a covenant under this Section 12 or threatens to commit any such breach, the

19

Company, and its affiliates shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to each of them) to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage. With respect to any provision of this Section 12 finally determined by a court of competent jurisdiction to be unenforceable, Executive and the Company and its affiliates hereby agree that such court shall have jurisdiction to reform this Agreement or any provision hereof so that it is enforceable to the maximum extent permitted by law, and the parties agree to abide by such court’s determination. If any of the covenants of this Section 12 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the rights of the Company or its affiliates, as applicable, to enforce any such covenant in any other jurisdiction.

     12.7 The provisions of this Section 12 shall remain in full force and effect until the expiration of the period specified herein notwithstanding the earlier termination of Executive’s employment hereunder or the Term.

     13. Beneficiaries; References. Executive shall be entitled to select (and change, to the extent permitted under any applicable law) a beneficiary or beneficiaries to receive any compensation or benefit payable hereunder following Executive’s death, and may change such election, in either case by giving the Company written notice thereof. In the event of Executive’s death or a judicial determination of his incompetence, reference in this Agreement to Executive shall be deemed, where appropriate, to refer to his beneficiary, estate or other legal representative. Any reference to the masculine gender in this Agreement shall include, where appropriate, the feminine.

20

     14. Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations.

     15. Governing Law; Consent to Jurisdiction.

     15.1 Governing Law. This Agreement shall be construed, interpreted and governed in accordance with the laws of the State of California, without reference to rules relating to conflicts of law.

     15.2 Consent to Jurisdiction. The parties hereto hereby agree and consent to be subject to the exclusive jurisdiction of the courts of the State of California sitting in the County of Los Angeles and the United States District Court for the Central District of the State of California in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement. Each party hereto hereby irrevocably waives, to the fullest extent permitted by law, (i) any objection that it may now or hereafter have to laying venue of any suit, action or proceeding brought in such courts, and (ii) any claim that any suit, action or proceeding brought in such courts has been brought in an inconvenient forum.

     16. Effect on Prior Agreements. This Agreement contains the entire understanding between the parties hereto. As of the Effective Date, Executive waives all payments and benefits under any prior or other employment agreement or understanding between the Company or any affiliate of the Company and Executive, including, but not limited to, the Prior Agreement.

     17. Withholding. The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation, or may permit Executive to elect to pay the Company any such required withholding taxes. If Executive so elects, the payment by Executive of such taxes

21

shall be a condition to the receipt of amounts payable to Executive under this Agreement. The Company shall, to the extent permitted or required by law, have the right to deduct any such taxes from any payment otherwise due to Executive.

     18. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original.

     IN WITNESS WHEREOF, as of the date first above written, the Company has caused this Agreement to be executed on its behalf by a duly authorized officer and Executive has hereunto set Executive’s hand.

Seminis, Inc.
By	Date:
Name:
Title:
	Date:
Gerard Renou

22

EXHIBIT A

FORM OF RELEASE AGREEMENT

     This Release Agreement (“Release”) is entered into as of this        day of ___(hereinafter “Execution Date”), by and between [Name of Executive] (hereinafter “Executive”), and Seminis, Inc. and its successors and assigns (hereinafter, the “Company”). Executive and the Company are sometimes collectively referred to herein as the “Parties”.

1.   Executive’s employment with the Company is terminated effective [Month, Day, Year] (hereinafter “Termination Date”).

2.   The Company has agreed to provide Executive the severance payments, awards and benefits provided for in his Employment Agreement with the Company, dated January ___, 2005, after he executes this Release and the Release becomes effective pursuant to its terms [FOR 40+ and does not revoke it as permitted in Section 7 below, the expiration of such revocation period being] the (“Effective Date”).

3.   Executive represents that he has not filed, and will not file, any complaints, lawsuits, administrative complaints or charges relating to his employment with the Company or the termination thereof [; provided, however, that nothing contained in this Section 3 shall prohibit Executive from bringing a claim to challenge the validity of the ADEA Release in Section 7 herein]. In consideration of the severance payments, awards, benefits and other payments described in Section 2, Executive, for himself and for his heirs, administrators, representatives, executors, successors and assigns (collectively, “Releasers”) agrees to release the Company, its subsidiaries and affiliates, and their respective parents, direct or indirect subsidiaries, divisions, affiliates and related companies or entities, regardless of its or their form of business organization, any predecessors, successors, joint ventures, and parents of any such entity, and any and all of their respective past or present shareholders, partners, directors, officers, employees, consultants, independent contractors, trustees, administrators, insurers, agents, attorneys, representatives and fiduciaries, including without limitation all persons acting by, through, under or in concert with any of them, in each instance in their capacities as representatives of the Company (collectively, the “Released Parties”), from any and all claims, charges, complaints, causes of action or demands of whatever kind or nature that Executive and his Releasers now have or have ever had against the Released Parties, whether known or unknown, relating to his employment with the Company or the termination thereof, including but not limited to: wrongful or tortious termination; constructive discharge; implied or express employment contracts and/or estoppel; discrimination and/or retaliation under any federal, state or local statute or regulation, specifically including any claims Executive may have under the Fair Labor Standards Act, the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964 as amended, and the Family and Medical Leave Act; the discrimination or other employment laws of the State of California; any claims brought under any federal or state statute or regulation for nonpayment of wages or other compensation, including grants of stock options or any other equity compensation); and libel, slander, or breach of contract,

other than the breach of this Release. This Release specifically excludes claims, charges, complaints, causes of action or demand that post-date the Termination Date. Notwithstanding anything herein to the contrary, expressly excluded from this Release are any claims (i) for benefits provided under Company benefit plans, incentive plans or equity plans (including, but not limited to, stock options, restricted stock units and stock grants) or (ii) for indemnification and any applicable directors and officers liability insurance coverage to which Executive was entitled with regard to service as an officer of the Company.

4.   Executive agrees to keep the terms of this Release in strict confidence, except where necessary to comply with or enforce this Release or as may be required by any applicable law, regulation or judicial process. Notwithstanding the foregoing, Executive may disclose the terms of this Release and provide a copy hereof to his immediate family and his financial and legal advisors.

5.   Executive warrants that no promise or inducement has been offered for this Release other than as set forth herein and in the Employment Agreement between the Parties dated [___] and that this Release is executed without reliance upon any other promises or representations, oral or written. Any modification of this Release must be made in writing and be signed by Executive and the Company.

6.   If any provision of this Release or compliance by Executive or the Company with any provision of the Release constitutes a violation of any law, or is or becomes unenforceable or void, then such provision, to the extent only that it is in violation of law, unenforceable or void, will be deemed modified to the extent necessary so that it is no longer in violation of law, unenforceable or void, and such provision will be enforced to the fullest extent permitted by law. If such modification is not possible, such provision, to the extent that it is in violation of law, unenforceable or void, will be deemed severable from the remaining provisions of this Release, which provisions will remain binding on both Executive and the Company. This Release is governed by, and construed and interpreted in accordance with the laws of the State of California, without regard to principles of conflicts of law. Executive consents to venue and personal jurisdiction in the State of California for disputes arising under this Release. This Release represents the entire understanding with the Parties with respect to subject matter herein, no oral representations have been made or relied upon by the Parties.

7.   [FOR EXECUTIVES OVER 40 ONLY — In further recognition of the above, Executive hereby releases and discharges the Released Parties from any and all claims, actions and causes of action that he may have against the Released Parties, as of the date of the execution of this Release, arising under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), and the applicable rules and regulations promulgated thereunder. Executive acknowledges and understands that ADEA is a federal statute that prohibits discrimination on the basis of age in employment, benefits and benefit plans. Executive specifically agrees and acknowledges that: (A) the release in this Section 7 was granted in exchange for the receipt of consideration that exceeds the amount to which he would otherwise be entitled to receive upon termination of his employment; (B) his waiver of rights under this Release is knowing and voluntary as required under the Older

2

Workers Benefit Protection Act; (B) that he has read and understands the terms of this Release; (C) he has hereby been advised in writing by the Company to consult with an attorney prior to executing this Release; (D) the Company has given him a period of twenty-one (21) days within which to consider this Release, which period may be waived by the Executive’s voluntary execution prior to the expiration of the twenty-one day period; and (E) following his execution of this Release he has seven (7) days in which to revoke his release as set forth in this Section 7 only and that, if he chooses not to so revoke, the Release in this Section 7 shall then become effective and enforceable and the payments, awards and benefits provided herein shall then be made to him in accordance with the terms of this Release, as well as the terms of the Employment Agreement. To revoke this Release, Executive understands that he must give a written revocation to the General Counsel of the Company at [___]^1, either by hand delivery or certified mail within the seven-day period. If he revokes the Release, it will not become effective or enforceable and he will not be entitled to any benefits from the Company.]

8.   EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS CAREFULLY READ AND VOLUNTARILY SIGNED THIS RELEASE, THAT HE HAS HAD AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF HIS CHOICE, AND THAT HE SIGNS THIS RELEASE WITH THE INTENT OF RELEASING THE RELEASED PARTIES TO THE EXTENT SET FORTH HEREIN.

9.	Executive acknowledges that he is familiar with the provisions of California Civil Code Section 1542, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
	Executive being aware of said code section, hereby expressly waives any right he may have thereunder, as well as under any other statutes or common law principles of similar effect.

10.   This Release inures to the benefit of the Company and its parent, subsidiaries, affiliates, successors and assigns.

ACCEPTED AND AGREED TO:
Seminis, Inc.	[Executive Full Name]
Dated:	Dated:

¹ Insert address.

3

EX-10.16

Exhibit 10.16

SEPARATION AGREEMENT

          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”).

          WHEREAS, Executive and the Company are parties to an employment agreement between Executive and Seminis Merger Corp. (which subsequently merged with and into the Company), dated May 30, 2003 (the “Employment Agreement”), pursuant to which Executive serves as President and Chief Executive Officer of the Company; and

          WHEREAS, simultaneously with the execution and delivery of this Agreement, Monsanto Company (“Monsanto”), Monsanto Sub, Inc., a direct subsidiary of Monsanto (“Merger Sub”), and the Company are entering into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub is to merge with and into the Company (the “Merger”); and

          WHEREAS, in connection with the Merger, the Company and Executive have agreed that Executive’s employment will be terminated as of the Closing Date (as such term defined in the Merger Agreement); and

          WHEREAS, subject to the terms and conditions contained herein, Executive and the Company have mutually agreed to embody in this Agreement the terms and conditions applicable to Executive’s termination of employment by the Company.

          NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the Company and Executive hereby agree as follows:

     Section 1. Termination Date. Executive’s termination of employment with the Company shall be effective on the Closing Date. Effective on the Closing Date, Executive hereby resigns from any and all directorships, committee memberships or any other positions he holds with the Company or any of its affiliates.

     Section 2. Company Property. On the Closing Date, Executive shall return to the Company all Company-owned property in his possession on such date, including, but not limited to, all Company credit cards, hand books, work manuals or procedure books, client or customer documents, tools, computers, or other Company equipment and/or materials maintained by Executive.

     Section 3. Termination Benefits. Subject to Section 5 below:

          (a) Subject to Executive’s execution and delivery of the Release (as defined in Section 5 below), on the Closing Date, the Mexican Subsidiary shall pay Executive a lump-sum payment equal to $10,400,000, in satisfaction of the Company’s cash obligations under Section 6.1 of the Employment Agreement.

          (b) In addition to the cash payment provided in subsection (a) above, the Company shall provide to Executive and his covered dependents continued coverage under any employee medical plans or programs provided to Executive and his covered dependents pursuant to Section 4.1 of the Employment Agreement until the earlier of the fifth anniversary of the Closing Date or the date on which Executive becomes entitled to receive at least comparable medical coverage under another employer’s medical benefit program; provided, however, that Executive shall continue to be required to pay any applicable premiums of a participating employee in such plans and programs.

     Section 4. Full Settlement; Compensation and Benefit Plans. The Company shall pay to Executive all amounts that it is required to pay to or with respect to Executive under the terms of the Merger Agreement, including, without limitation, amounts described in Sections 3.10 and 6.8 of the Merger Agreement. Except as provided in the last sentence of this Section 4, the amounts paid in accordance with the preceding sentence and the amounts paid under Section 3 above shall constitute full settlement and satisfaction with respect to all obligations and liabilities of the Company and its affiliates, officers, directors, trustees, employees, shareholders, representatives and/or agents to Executive with respect to his employment with the Company, including, without limitation, all claims for wages, salary, vacation pay, draws, incentive pay, bonuses, stock (other than stock owned by Executive on the date of this Agreement) and stock options, commissions, severance pay and any and all other forms of compensation or benefits. Except as otherwise specifically provided in this Agreement, by law or pursuant to the express provisions of any Company employee benefit plan, Executive’s participation in all employee benefit plans and executive compensation plans and practices of the Company shall terminate on the Closing Date and, without duplicating amounts included in the payment made under Section 3 above, Executive shall be entitled to receive any benefits or rights provided to a terminating executive in accordance with the terms of any such plan.

     Section 5. Release of Claims. In consideration of the payments provided in Section 3 above, on the Closing Date, Executive shall execute the release agreement substantially in the form attached hereto as Exhibit A (the “Release”).

     Section 6. Taxes. The payments due to Executive under this Agreement shall be subject to reduction to satisfy all applicable withholding tax obligations under Mexican law.

     Section 7. Non-Admission. Executive expressly acknowledges that this Agreement does not constitute an admission by the Company of any violation of any employment law, regulation, ordinance, or administrative procedure, or any other federal, state, or local law, common law, regulation or ordinance relating to Executive’s employment or termination of employment.

     Section 8. Continuing Obligations of Executive.

          (a) The provisions of both (a) Section 12 (other than Sections 12.3 and 12.4) of the Employment Agreement, and (b) the Noncompetition and Nonsolicitation Agreement, executed by Executive on a date even herewith, shall continue to survive in accordance with the terms thereof.

-2-

          (b) Following the Closing Date and for a period of 24 months, Executive shall make himself reasonably available at the request of Monsanto to provide Executive’s knowledge, experience and skill with respect to all matters involving the business of the Company and its affiliates with which Executive is personally familiar, including, without limitation, assisting with existing or future investigations, proceedings, litigations or examinations involving the Company or any of its affiliates relating to periods which Executive was employed by the Company; provided, however, that Executive shall be available for a period of no more than five days per calendar quarter, subject to not interfering with Executive’s work schedule. For each day, or part thereof, that Executive provides assistance to the Company as contemplated hereunder, the Company shall pay Executive an amount equal to (x) divided by (y), where (x) equals the Executive’s annual base salary as in effect immediately prior to the Closing Date, and (y) equals 365. In addition, upon presentment of satisfactory documentation, the Company will reimburse Executive for reasonable out-of-pocket travel, lodging and other incidental expenses he incurs in providing such assistance.

     Section 9. Opportunity for Advice. By signing this Agreement, Executive acknowledges that with the advice of the Company, he has had a reasonable opportunity to consider advice from his legal counsel. Fully understanding these terms, Executive is entering into this Agreement knowingly and voluntarily.

     Section 10. Entire Agreement. This Agreement, together with the agreements referenced herein, represents the entire agreement of the parties with respect to the termination of Executive’s employment. Except as specifically provided herein, this Agreement shall supersede the Employment Agreement in all respects effective as of the Closing Date.

     Section 11. Governing Law; Venue.

          (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof.

          (b) Executive hereby agrees and consents to be subject to the exclusive jurisdiction of the courts of the State of Delaware sitting in the County of New Castle and the United States District Court for the State of Delaware in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement. Executive hereby irrevocably waives, to the fullest extent permitted by law, (i) any objection that he may now or hereafter have to laying venue of any suit, action or proceeding brought in such courts, and (ii) any claim that any suit, action or proceeding brought in such courts has been brought in an inconvenient forum.

     Section 12. Severability. In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.

     Section 13. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement.

-3-

     Section 14. Effectiveness. This Agreement shall become effective upon the Closing Date (as defined in the Merger Agreement); provided, however, that this Agreement shall be of no further force or effect upon any termination of the Merger, in which event the Employment Agreement will continue in full force and effect.

     Section 15. Third Party Beneficiary. The parties acknowledge that Merger Sub is intended to be a third party beneficiary of this Agreement, and this Agreement cannot be amended without the prior written consent of Merger Sub.

     Section 16. Successors and Assigns. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the Company and Executive and their respective heirs, legal representatives, successors and assigns.

     Section 17. Beneficiaries. Executive shall be entitled to select (and change, to the extent permitted under any applicable law) a beneficiary or beneficiaries to receive any compensation or benefit payable hereunder following Executive’s death, and may change such election, in either case by giving the Company written notice thereof. In the event of Executive’s death or a judicial determination of his incompetence, reference in this Agreement to Executive shall be deemed, where appropriate, to refer to his beneficiary, estate or other legal representative.

[Signatures appear on following page.]

-4-

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written.

                                                                                
Alfonso Romo Garza

Seminis, Inc.

By:
                                                                                
Name:
Title:

SVS Mexicana, S.A. de C.V.

By:
                                                                                
Name:
Title:

-5-

EXHIBIT A

RELEASE AGREEMENT

This Release Agreement (“Release”) is entered into as of this day of (hereinafter “Execution Date”), by and between Alfonso Romo Garza (hereinafter “Employee”), and Seminis, Inc. and its successors and assigns (hereinafter, the “Company”). Employee and the Company are sometimes collectively referred to herein as the “Parties”.

1. Employee’s employment with the Company is terminated effective as of the Closing Date (as defined in the Separation Agreement (the “Separation’ Agreement”) to which this Release attached as Exhibit A) (hereinafter “Termination Date”).

2. The Company has agreed to provide Employee the severance payments, awards and benefits provided for in the Separation Agreement.

3. Employee represents that he/she has not filed, and will not file, any complaints, lawsuits, administrative complaints or charges relating to his/her employment with, or resignation from, the Company. In consideration of the severance payments, awards and benefits described in Section 2, Employee, for himself/herself and for his/her heirs, administrators, representatives, executors, successors and assigns (collectively, “Releasers”) agrees to release the Company, its subsidiaries and affiliates, and their respective parents, direct or indirect subsidiaries, divisions, affiliates and related companies or entities, regardless of its or their form of business organization, any predecessors, successors, joint ventures, and parents of any such entity, and any and all of their respective past or present shareholders, partners, directors, officers, employees, consultants, independent contractors, trustees, administrators, insurers, agents, attorneys, representatives and fiduciaries, including without limitation all persons acting by, through, under or in concert with any of them, in each instance in their capacities as representatives of the Company (collectively, the “Released Parties”), from any and all claims, charges, complaints, causes of action or demands of whatever kind or nature that Employee and his/her Releasers now have or have ever had against the Released Parties whether known or unknown, including but not limited to: wrongful or tortious termination; constructive discharge; implied or express employment contracts and/or estoppel; discrimination and/or retaliation under any federal, state or local statute or regulation specifically including any claims Employee may have under the Fair Labor Standards Act, the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964, as amended, and the Family and Medical Leave Act; the discrimination or other employment laws of the State of California; any claims brought under any federal or state statute or regulation for nonpayment of wages or other compensation, including grants of stock options or any other equity compensation; and libel, slander, or breach of contract, other than the breach of this Release. This Release specifically excludes claims, charges, complaints, causes of action or demand that post-date the Termination Date. Notwithstanding anything herein to the contrary, expressly excluded from this Release are any claims (i) for payments, awards and benefits under the Separation Agreement, (ii) under the Merger Agreement, including, without limitation, amounts described in Sections 3.10 and 6.8 of the Merger Agreement, (iii) for benefits provided under Company benefit plans, incentive plans or equity plans (including, but not limited to, stock options, restricted stock units and stock grants) or (iv) for indemnification and any applicable directors and officers liability insurance coverage to which Employee was entitled with regard to service as an officer of the Company.

4. Employee agrees to keep the terms of this Release in strict confidence, but he/she may disclose the terms of this Release and provide a copy hereof to his/her immediate family and his/her financial and legal advisors.

5. Employee warrants that no promise or inducement has been offered for this Release other than as set forth herein and in the Separation Agreement and that this Release is executed without reliance upon any other promises or representations, oral or written. Any modification of this Release must be made in writing and be signed by Employee and the Company.

6. If any provision of this Release or compliance by Employee or the Company with any provision of the Release constitutes a violation of any law, or is or becomes unenforceable or void, then such provision, to the extent only that it is in violation of law, unenforceable or void, will be deemed modified to the extent necessary so that it is no longer in violation of law, unenforceable or void, and such provision will be enforced to the fullest extent permitted by law. If such modification is not possible, such provision, to the extent that it is in violation of law, unenforceable or void, will be deemed severable from the remaining provisions of this Release, which provisions will remain binding on both Employee and the Company. This Release is governed by, and construed and interpreted in accordance with the laws of the State of Delaware, without regard to principles of conflicts of law. Employee hereby agrees and consents to be subject to the exclusive jurisdiction of the courts of the State of Delaware sitting in the County of New Castle and the United States District Court for the State of Delaware
this Release. This Release represents the entire understanding with the Parties with respect to subject matter herein, no oral representations have been made or relied upon by the Parties.

7. EMPLOYEE ACKNOWLEDGES AND AGREES THAT HE/SHE HAS CAREFULLY READ AND VOLUNTARILY SIGNED THIS RELEASE, THAT HE/SHE HAS HAD AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF HIS/HER CHOICE, AND THAT HE/SHE SIGNS THIS RELEASE WITH THE INTENT OF RELEASING THE RELEASED PARTIES TO THE EXTENT SET FORTH HEREIN.

8. In the event that any provision of this Release should be held to be invalid or unenforceable each and all of the other provisions of this Release shall remain in full force and effect. any provision of this Release is found to be invalid or unenforceable, such provision shall be modified as necessary to permit this Release to be upheld and enforced to the maximum extent permitted by law.

9. Employee acknowledges that he/she is familiar with the provisions of California Civil Code Section 1542, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS/HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM/HER MUST HAVE MATERIALLY AFFECTED HIS/HER SETTLEMENT WITH THE DEBTOR. EMPLOYEE BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHT HE/SHE MAY HAVE THERE UNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. Employee

-2-

being aware of said code section, hereby expressly waives any right he/she may have thereunder, as well as under any other statutes or common law principles of similar effect.

10. This Release inures to the benefit of the Company and its successors and assigns.

AGREED AND ACCEPTED:

                                                                                
Employee: Alfonso Romo Garza
Dated:

Seminis, Inc.

By:                                                                                 
Name:
Title:
Dated:

-3-

EX-10.17

Exhibit 10.17

SEPARATION AGREEMENT

          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 Bernardo Jimenez (“Executive”).

          WHEREAS, Executive and the Company are parties to an employment agreement between Executive and Seminis Merger Corp. (which subsequently merged with and into the Company), dated May 30, 2003 (the “Employment Agreement”), pursuant to which Executive serves as Executive Senior Vice President and Chief Financial Officer of the Company; and

          WHEREAS, simultaneously with the execution and delivery of this Agreement, Monsanto Company (“Monsanto”), Monsanto Sub, Inc., a direct subsidiary of Monsanto (“Merger Sub”), and the Company are entering into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub is to merge with and into the Company (the “Merger”); and

          WHEREAS, in connection with the Merger, the Company and Executive have agreed that Executive’s employment will be terminated as of the Closing Date (as such term defined in the Merger Agreement); and

          WHEREAS, subject to the terms and conditions contained herein, Executive and the Company have mutually agreed to embody in this Agreement the terms and conditions applicable to Executive’s termination of employment by the Company.

          NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the Company and Executive hereby agree as follows:

     Section 1. Termination Date. Executive’s termination of employment with the Company shall be effective on the Closing Date. Effective on the Closing Date, Executive hereby resigns from any and all directorships, committee memberships or any other positions he holds with the Company or any of its affiliates.

     Section 2. Company Property. On the Closing Date, Executive shall return to the Company all Company-owned property in his possession on such date, including, but not limited to, all Company credit cards, hand books, work manuals or procedure books, client or customer documents, tools, computers, or other Company equipment and/or materials maintained by Executive.

     Section 3. Termination Benefits. Subject to Section 5 below:

          (a) Subject to Executive’s execution and delivery of the Release (as defined in Section 5 below), on the Closing Date, the Company shall pay Executive a lump-sum payment equal to $3,332,131, in satisfaction of the Company’s cash obligations under Section 6.1 of the Employment Agreement.

          (b) In addition to the cash payment provided in subsection (a) above, the Company shall provide to Executive and his covered dependents continued coverage under any employee medical plans or programs provided to Executive and his covered dependents pursuant to Section 4.1 of the Employment Agreement until the earlier of the third anniversary of the Closing Date or the date on which Executive becomes entitled to receive at least comparable medical coverage under another employer’s medical benefit program; provided, however, that Executive shall continue to be required to pay any applicable premiums of a participating employee in such plans and programs.

          (c) The Company shall pay the expenses of Executive in connection with his relocation to Mexico up to $25,000.

     Section 4. Full Settlement; Compensation and Benefit Plans. The Company shall pay to Executive all amounts that it is required to pay to or with respect to Executive under the terms of the Merger Agreement, including, without limitation, amounts described in Sections 3.10 and 6.8 of the Merger Agreement. Except as provided in the last sentence of this Section 4, the amounts paid in accordance with the preceding sentence and the amounts paid under Section 3 above shall constitute full settlement and satisfaction with respect to all obligations and liabilities of the Company and its affiliates, officers, directors, trustees, employees, shareholders, representatives and/or agents to Executive with respect to his employment with the Company, including, without limitation, all claims for wages, salary, vacation pay, draws, incentive pay, bonuses, stock (other than stock owned by Executive on the date of this Agreement) and stock options, commissions, severance pay and any and all other forms of compensation or benefits. Except as otherwise specifically provided in this Agreement, by law or pursuant to the express provisions of any Company employee benefit plan, Executive’s participation in all employee benefit plans and executive compensation plans and practices of the Company shall terminate on the Closing Date and, without duplicating amounts included in the payment made under Section 3 above, Executive shall be entitled to receive any benefits or rights provided to a terminating executive in accordance with the terms of any such plan.

     Section 5. Release of Claims. In consideration of the payments provided in Section 3 above, on the Closing Date, Executive shall execute the release agreement substantially in the form attached hereto as Exhibit A (the “Release”).

     Section 6. Taxes. The payments due to Executive under this Agreement (other than pursuant to Section 9 hereof) shall be subject to reduction to satisfy all applicable Federal, state and local withholding tax obligations.

     Section 7. Non-Admission. Executive expressly acknowledges that this Agreement does not constitute an admission by the Company of any violation of any employment law, regulation, ordinance, or administrative procedure, or any other federal, state, or local law, common law, regulation or ordinance relating to Executive’s employment or termination of employment.

     Section 8. Continuing Obligations of Executive. The provisions of both (a) Section 12 (other than Sections 12.3 and 12.4) of the Employment Agreement, and (b) the

-2-

Noncompetition and Nonsolicitation Agreement, executed by Executive on a date even herewith, shall continue to survive in accordance with the terms thereof.

     Section 9. Consulting Appointment.

          (a) Consulting Period. As of the Closing Date, the Mexican Subsidiary shall appoint Executive, and Executive shall serve the Mexican Subsidiary, in the capacity of a consultant to the business of the Mexican Subsidiary and its affiliates. The term of Executive’s appointment shall commence on Closing Date and shall terminate on the fifteen (15) month anniversary of the Closing Date (the “Consulting Period”).

          (b) Consulting Services.

     (i) During the Consulting Period, Executive shall act as a consultant and render his assistance and participation, giving at all times the full benefit of his knowledge, expertise, technical skill and ingenuity, in all matters involved in or relating to the business of the Mexican Subsidiary (the “Consulting Services”). During the Consulting Period, consistent with his independent contractor status, Executive shall retain control over the provision of the Consulting Services.

     (ii) During the first three (3) months of the Consulting Period, Executive shall devote his full business time to providing the Consulting Services, and in consideration of such services, the Mexican Subsidiary shall pay Executive an aggregate amount equal to $300,000, payable in a lump sum on the Closing Date. Thereafter, for the remaining twelve (12) months of the Consulting Period, Executive shall perform the Consulting Services on a part-time basis (not to exceed ten (10) days per quarter), as and when reasonably requested by the Company from time to time, and in consideration of such services, the Mexican Subsidiary shall pay Executive an aggregate amount equal to $200,000, payable to Executive quarterly, in advance of such quarter.

     (iii) Notwithstanding the timing of the payments described in clause (ii) above, in the event of Executive’s death or permanent disability during the Consulting Period, all payments not previously made to Executive pursuant to clause (ii) shall become due and payable as of the date of Executive’s death or permanent disability. For purposes of this clause (iii), “permanent disability” shall mean any disability resulting from a physical or mental illness pursuant to which Executive is, or would reasonably be expected to be, unable to perform the Consulting Services for a period of three (3) consecutive months.

          (c) Relationship. Nothing in this Agreement shall be taken to imply any relationship of partnership, agency or employer and employee between the Company and Executive. Executive shall be an independent contractor, and not an employee of the Mexican Subsidiary, within the meaning of all applicable laws and regulations governing employment insurance, workers’ compensation, industrial accidents, labor and taxes, and Executive shall not, by reason of this Agreement, acquire any benefits, privileges or rights under any benefit plan operated by the Mexican Subsidiary or its subsidiaries or affiliates for the benefit of their

-3-

employees, including, without limitation, (i) any pension or profit-sharing plans or (ii) any plans providing medical, dental, disability or life insurance protection, except as may otherwise be required under applicable law.

          (d) Withholding. As an independent contractor, Executive shall be solely responsible for, and the Mexican Subsidiary shall not withhold from any amounts payable under this Section 9, any applicable taxes payable with respect to such payments under this Section 9.

     Section 10. Opportunity for Advice. By signing this Agreement, Executive acknowledges that with the advice of the Company, he has had a reasonable opportunity to consider advice from his legal counsel. Fully understanding these terms, Executive is entering into this Agreement knowingly and voluntarily.

     Section 11. Entire Agreement. This Agreement, together with the agreements referenced herein, represents the entire agreement of the parties with respect to the termination of Executive’s employment. Except as specifically provided herein, this Agreement shall supersede the Employment Agreement in all respects effective as of the Closing Date.

     Section 12. Governing Law; Venue.

          (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof.

          (b) Executive hereby agrees and consents to be subject to the exclusive jurisdiction of the courts of the State of Delaware sitting in the County of New Castle and the United States District Court for the State of Delaware in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement. Executive hereby irrevocably waives, to the fullest extent permitted by law, (i) any objection that he may now or hereafter have to laying venue of any suit, action or proceeding brought in such courts, and (ii) any claim that any suit, action or proceeding brought in such courts has been brought in an inconvenient forum.

     Section 13. Severability. In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.

     Section 14. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement.

     Section 15. Effectiveness. This Agreement shall become effective upon the Closing Date (as defined in the Merger Agreement); provided, however, that this Agreement shall be of no further force or effect upon any termination of the Merger, in which event the Employment Agreement will continue in full force and effect.

-4-

     Section 16. Third Party Beneficiary. The parties acknowledge that Merger Sub is intended to be a third party beneficiary of this Agreement, and this Agreement cannot be amended without the prior written consent of Merger Sub.

     Section 17. Successors and Assigns. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the Company and Executive and their respective heirs, legal representatives, successors and assigns.

     Section 18. Beneficiaries. Executive shall be entitled to select (and change, to the extent permitted under any applicable law) a beneficiary or beneficiaries to receive any compensation or benefit payable hereunder following Executive’s death, and may change such election, in either case by giving the Company written notice thereof. In the event of Executive’s death or a judicial determination of his incompetence, reference in this Agreement to Executive shall be deemed, where appropriate, to refer to his beneficiary, estate or other legal representative.

[Signatures appear on following page.]

-5-

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written.

                                                                                
Bernardo Jimenez

Seminis, Inc.

By:
                                                                                
Name:
Title:

SVS Mexicana, S.A. de C.V.

By:
                                                                                
Name:
Title:

-6-

EXHIBIT A

RELEASE AGREEMENT

This Release Agreement (“Release”) is entered into as of this day of (hereinafter “Execution Date”), by and between Bernardo Jimenez (hereinafter “Employee”), and Seminis, Inc. and its successors and assigns (hereinafter, the “Company”). Employee and the Company are sometimes collectively referred to herein as the “Parties”.

1. Employee’s employment with the Company is terminated effective as of the Closing Date (as defined in the Separation Agreement (the “Separation Agreement”) to which this Release attached as Exhibit A) (hereinafter “Termination Date”).

2. The Company has agreed to provide Employee the severance payments, awards and benefits provided for in the Separation Agreement.

3. Employee represents that he/she has not filed, and will not file, any complaints, lawsuits, administrative complaints or charges relating to his/her employment with, or resignation from, the Company. In consideration of the severance payments, awards and benefits described in Section 2, Employee, for himself/herself and for his/her heirs, administrators, representatives, executors, successors and assigns (collectively, “Releasers”) agrees to release the Company, its subsidiaries and affiliates, and their respective parents, direct or indirect subsidiaries, divisions, affiliates and related companies or entities, regardless of its or their form of business organization, any predecessors, successors, joint ventures, and parents of any such entity, and any and all of their respective past or present shareholders, partners, directors, officers, employees, consultants, independent contractors, trustees, administrators, insurers, agents, attorneys, representatives and fiduciaries, including without limitation all persons acting by, through, under or in concert with any of them, in each instance in their capacities as representatives of the Company (collectively, the “Released Parties”), from any and all claims, charges, complaints, causes of action or demands of whatever kind or nature that Employee and his/her Releasers now have or have ever had against the Released Parties whether known or unknown, including but not limited to: wrongful or tortious termination; constructive discharge; implied or express employment contracts and/or estoppel; discrimination and/or retaliation under any federal, state or local statute or regulation specifically including any claims Employee may have under the Fair Labor Standards Act, the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964, as amended, and the Family and Medical Leave Act; the discrimination or other employment laws of the State of California; any claims brought under any federal or state statute or regulation for nonpayment of wages or other compensation, including grants of stock options or any other equity compensation; and libel, slander, or breach of contract, other than the breach of this Release. This Release specifically excludes claims, charges, complaints, causes of action or demand that post-date the Termination Date. Notwithstanding anything herein to the contrary, expressly excluded from this Release are any claims (i) for payments, awards and benefits under the Separation Agreement, (ii) under the Merger Agreement, including, without limitation, amounts described in Sections 3.10 and 6.8 of the Merger Agreement, (iii) for benefits provided under Company benefit plans, incentive plans or equity plans (including, but not limited to, stock options, restricted stock units and stock grants) or (iv) for indemnification and any applicable directors and officers liability insurance coverage to which Employee was entitled with regard to service as an officer of the Company.

4. Employee agrees to keep the terms of this Release in strict confidence, but he/she may disclose the terms of this Release and provide a copy hereof to his/her immediate family and his/her financial and legal advisors.

5. Employee warrants that no promise or inducement has been offered for this Release other than as set forth herein and in the Separation Agreement and that this Release is executed without reliance upon any other promises or representations, oral or written. Any modification of this Release must be made in writing and be signed by Employee and the Company.

6. If any provision of this Release or compliance by Employee or the Company with any provision of the Release constitutes a violation of any law, or is or becomes unenforceable or void, then such provision, to the extent only that it is in violation of law, unenforceable or void, will be deemed modified to the extent necessary so that it is no longer in violation of law, unenforceable or void, and such provision will be enforced to the fullest extent permitted by law. If such modification is not possible, such provision, to the extent that it is in violation of law, unenforceable or void, will be deemed severable from the remaining provisions of this Release, which provisions will remain binding on both Employee and the Company. This Release is governed by, and construed and interpreted in accordance with the laws of the State of Delaware, without regard to principles of conflicts of law. Employee hereby agrees and consents to be subject to the exclusive jurisdiction of the courts of the State of Delaware sitting in the County of New Castle and the United States District Court for the State of Delaware this Release. This Release represents the entire understanding with the Parties with respect to subject matter herein, no oral representations have been made or relied upon by the Parties.

7. EMPLOYEE ACKNOWLEDGES AND AGREES THAT HE/SHE HAS CAREFULLY READ AND VOLUNTARILY SIGNED THIS RELEASE, THAT HE/SHE HAS HAD AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF HIS/HER CHOICE, AND THAT HE/SHE SIGNS THIS RELEASE WITH THE INTENT OF RELEASING THE RELEASED PARTIES TO THE EXTENT SET FORTH HEREIN.

8. In the event that any provision of this Release should be held to be invalid or unenforceable each and all of the other provisions of this Release shall remain in full force and effect. any provision of this Release is found to be invalid or unenforceable, such provision shall be modified as necessary to permit this Release to be upheld and enforced to the maximum extent permitted by law.

9. Employee acknowledges that he/she is familiar with the provisions of California Civil Code Section 1542, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS/HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM/HER MUST HAVE MATERIALLY AFFECTED HIS/HER SETTLEMENT WITH THE DEBTOR. EMPLOYEE BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHT HE/SHE MAY HAVE THERE UNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. Employee

-2-

being aware of said code section, hereby expressly waives any right he/she may have thereunder, as well as under any other statutes or common law principles of similar effect.

10. This Release inures to the benefit of the Company and its successors and assigns.

AGREED AND ACCEPTED:

                                                                                
Employee: Bernardo Jimenez
Dated:

Seminis, Inc.

By:                                                                                 
Name:
Title:
Dated:

-3-

EX-10.18

Exhibit 10.18

SEPARATION AGREEMENT

          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”).

          WHEREAS, Executive and the Company are parties to an employment agreement between Executive and Seminis Merger Corp. (which subsequently merged with and into the Company), dated May 30, 2003 (the “Employment Agreement”), pursuant to which Executive serves as Senior Vice President – Human Resources and IT of the Company; and

          WHEREAS, simultaneously with the execution and delivery of this Agreement, Monsanto Company (“Monsanto”), Monsanto Sub, Inc., a direct subsidiary of Monsanto (“Merger Sub”), and the Company are entering into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub is to merge with and into the Company (the “Merger”); and

          WHEREAS, in connection with the Merger, the Company and Executive have agreed that Executive’s employment will be terminated as of the Closing Date (as such term defined in the Merger Agreement); and

          WHEREAS, subject to the terms and conditions contained herein, Executive and the Company have mutually agreed to embody in this Agreement the terms and conditions applicable to Executive’s termination of employment by the Company.

          NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the Company and Executive hereby agree as follows:

     Section 1. Termination Date. Executive’s termination of employment with the Company shall be effective on the Closing Date. Effective on the Closing Date, Executive hereby resigns from any and all directorships, committee memberships or any other positions he holds with the Company or any of its affiliates.

     Section 2. Company Property. On the Closing Date, Executive shall return to the Company all Company-owned property in his possession on such date, including, but not limited to, all Company credit cards, hand books, work manuals or procedure books, client or customer documents, tools, computers, or other Company equipment and/or materials maintained by Executive.

     Section 3. Termination Benefits. Subject to Section 5 below:

          (a) Subject to Executive’s execution and delivery of the Release (as defined in Section 5 below), on the Closing Date, the Company shall pay Executive a lump-sum payment equal to $2,058,630, in satisfaction of the Company’s cash obligations under Section 6.1 of the Employment Agreement.

          (b) In addition to the cash payment provided in subsection (a) above, the Company shall provide to Executive and his covered dependents continued coverage under any employee medical plans or programs provided to Executive and his covered dependents pursuant to Section 4.1 of the Employment Agreement until the earlier of the third anniversary of the Closing Date or the date on which Executive becomes entitled to receive at least comparable medical coverage under another employer’s medical benefit program; provided, however, that Executive shall continue to be required to pay any applicable premiums of a participating employee in such plans and programs.

          (c) The Company shall pay the expenses of Executive in connection with his relocation to Mexico up to $25,000.

     Section 4. Full Settlement; Compensation and Benefit Plans. The Company shall pay to Executive all amounts that it is required to pay to or with respect to Executive under the terms of the Merger Agreement, including, without limitation, amounts described in Sections 3.10 and 6.8 of the Merger Agreement. Except as provided in the last sentence of this Section 4, the amounts paid in accordance with the preceding sentence and the amounts paid under Section 3 above shall constitute full settlement and satisfaction with respect to all obligations and liabilities of the Company and its affiliates, officers, directors, trustees, employees, shareholders, representatives and/or agents to Executive with respect to his employment with the Company, including, without limitation, all claims for wages, salary, vacation pay, draws, incentive pay, bonuses, stock (other than stock owned by Executive on the date of this Agreement) and stock options, commissions, severance pay and any and all other forms of compensation or benefits. Except as otherwise specifically provided in this Agreement, by law or pursuant to the express provisions of any Company employee benefit plan, Executive’s participation in all employee benefit plans and executive compensation plans and practices of the Company shall terminate on the Closing Date and, without duplicating amounts included in the payment made under Section 3 above, Executive shall be entitled to receive any benefits or rights provided to a terminating executive in accordance with the terms of any such plan.

     Section 5. Release of Claims. In consideration of the payments provided in Section 3 above, on the Closing Date, Executive shall execute the release agreement substantially in the form attached hereto as Exhibit A (the “Release”).

     Section 6. Taxes. The payments due to Executive under this Agreement (other than pursuant to Section 9 hereof) shall be subject to reduction to satisfy all applicable Federal, state and local withholding tax obligations.

     Section 7. Non-Admission. Executive expressly acknowledges that this Agreement does not constitute an admission by the Company of any violation of any employment law, regulation, ordinance, or administrative procedure, or any other federal, state, or local law, common law, regulation or ordinance relating to Executive’s employment or termination of employment.

     Section 8. Continuing Obligations of Executive. The provisions of both (a) Section 12 (other than Sections 12.3 and 12.4) of the Employment Agreement, and (b) the

-2-

Noncompetition and Nonsolicitation Agreement, executed by Executive on a date even herewith, shall continue to survive in accordance with the terms thereof.

     Section 9. Consulting Appointment.

          (a) Consulting Period. As of the Closing Date, the Mexican Subsidiary shall appoint Executive, and Executive shall serve the Mexican Subsidiary, in the capacity of a consultant to the business of the Mexican Subsidiary and its affiliates. The term of Executive’s appointment shall commence on Closing Date and shall terminate on the fifteen (15) month anniversary of the Closing Date (the “Consulting Period”).

          (b) Consulting Services.

     (i) During the Consulting Period, Executive shall act as a consultant and render his assistance and participation, giving at all times the full benefit of his knowledge, expertise, technical skill and ingenuity, in all matters involved in or relating to the business of the Mexican Subsidiary (the “Consulting Services”). During the Consulting Period, consistent with his independent contractor status, Executive shall retain control over the provision of the Consulting Services.

     (ii) During the first three (3) months of the Consulting Period, Executive shall devote his full business time to providing the Consulting Services, and in consideration of such services, the Mexican Subsidiary shall pay Executive an aggregate amount equal to $180,000, payable in a lump sum on the Closing Date. Thereafter, for the remaining twelve (12) months of the Consulting Period, Executive shall perform the Consulting Services on a part-time basis (not to exceed ten (10) days per quarter), as and when reasonably requested by the Company from time to time, and in consideration of such services, the Mexican Subsidiary shall pay Executive an aggregate amount equal to $120,000, payable to Executive quarterly, in advance of such quarter.

     (iii) Notwithstanding the timing of the payments described in clause (ii) above, in the event of Executive’s death or permanent disability during the Consulting Period, all payments not previously made to Executive pursuant to clause (ii) shall become due and payable as of the date of Executive’s death or permanent disability. For purposes of this clause (iii), “permanent disability” shall mean any disability resulting from a physical or mental illness pursuant to which Executive is, or would reasonably be expected to be, unable to perform the Consulting Services for a period of three (3) consecutive months.

          (c) Relationship. Nothing in this Agreement shall be taken to imply any relationship of partnership, agency or employer and employee between the Company and Executive. Executive shall be an independent contractor, and not an employee of the Mexican Subsidiary, within the meaning of all applicable laws and regulations governing employment insurance, workers’ compensation, industrial accidents, labor and taxes, and Executive shall not, by reason of this Agreement, acquire any benefits, privileges or rights under any benefit plan operated by the Mexican Subsidiary or its subsidiaries or affiliates for the benefit of their

-3-

employees, including, without limitation, (i) any pension or profit-sharing plans or (ii) any plans providing medical, dental, disability or life insurance protection, except as may otherwise be required under applicable law.

          (d) Withholding. As an independent contractor, Executive shall be solely responsible for, and the Mexican Subsidiary shall not withhold from any amounts payable under this Section 9, any applicable taxes payable with respect to such payments under this Section 9.

     Section 10. Opportunity for Advice. By signing this Agreement, Executive acknowledges that with the advice of the Company, he has had a reasonable opportunity to consider advice from his legal counsel. Fully understanding these terms, Executive is entering into this Agreement knowingly and voluntarily.

     Section 11. Entire Agreement. This Agreement, together with the agreements referenced herein, represents the entire agreement of the parties with respect to the termination of Executive’s employment. Except as specifically provided herein, this Agreement shall supersede the Employment Agreement in all respects effective as of the Closing Date.

     Section 12. Governing Law; Venue.

          (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof.

          (b) Executive hereby agrees and consents to be subject to the exclusive jurisdiction of the courts of the State of Delaware sitting in the County of New Castle and the United States District Court for the State of Delaware in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement. Executive hereby irrevocably waives, to the fullest extent permitted by law, (i) any objection that he may now or hereafter have to laying venue of any suit, action or proceeding brought in such courts, and (ii) any claim that any suit, action or proceeding brought in such courts has been brought in an inconvenient forum.

     Section 13. Severability. In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.

     Section 14. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement.

     Section 15. Effectiveness. This Agreement shall become effective upon the Closing Date (as defined in the Merger Agreement); provided, however, that this Agreement shall be of no further force or effect upon any termination of the Merger, in which event the Employment Agreement will continue in full force and effect.

-4-

     Section 16. Third Party Beneficiary. The parties acknowledge that Merger Sub is intended to be a third party beneficiary of this Agreement, and this Agreement cannot be amended without the prior written consent of Merger Sub.

     Section 17. Successors and Assigns. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the Company and Executive and their respective heirs, legal representatives, successors and assigns.

     Section 18. Beneficiaries. Executive shall be entitled to select (and change, to the extent permitted under any applicable law) a beneficiary or beneficiaries to receive any compensation or benefit payable hereunder following Executive’s death, and may change such election, in either case by giving the Company written notice thereof. In the event of Executive’s death or a judicial determination of his incompetence, reference in this Agreement to Executive shall be deemed, where appropriate, to refer to his beneficiary, estate or other legal representative.

[Signatures appear on following page.]

-5-

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written.

                                                                                
Mateo Mazal Beja

Seminis, Inc.

By:
                                                                                
Name:
Title:

SVS Mexicana, S.A. de C.V.

By:
                                                                                
Name:
Title:

-6-

EXHIBIT A

RELEASE AGREEMENT

This Release Agreement (“Release”) is entered into as of this day of (hereinafter “Execution Date”), by and between Mateo Mazal Beja (hereinafter “Employee”), and Seminis, Inc. and its successors and assigns (hereinafter, the “Company”). Employee and the Company are sometimes collectively referred to herein as the “Parties”.

1. Employee’s employment with the Company is terminated effective as of the Closing Date (as defined in the Separation Agreement (the “Separation Agreement”) to which this Release attached as Exhibit A) (hereinafter “Termination Date”).

2. The Company has agreed to provide Employee the severance payments, awards and benefits provided for in the Separation Agreement.

3. Employee represents that he/she has not filed, and will not file, any complaints, lawsuits, administrative complaints or charges relating to his/her employment with, or resignation from, the Company. In consideration of the severance payments, awards and benefits described in Section 2, Employee, for himself/herself and for his/her heirs, administrators, representatives, executors, successors and assigns (collectively, “Releasers”) agrees to release the Company, its subsidiaries and affiliates, and their respective parents, direct or indirect subsidiaries, divisions, affiliates and related companies or entities, regardless of its or their form of business organization, any predecessors, successors, joint ventures, and parents of any such entity, and any and all of their respective past or present shareholders, partners, directors, officers, employees, consultants, independent contractors, trustees, administrators, insurers, agents, attorneys, representatives and fiduciaries, including without limitation all persons acting by, through, under or in concert with any of them, in each instance in their capacities as representatives of the Company (collectively, the “Released Parties”), from any and all claims, charges, complaints, causes of action or demands of whatever kind or nature that Employee and his/her Releasers now have or have ever had against the Released Parties whether known or unknown, including but not limited to: wrongful or tortious termination; constructive discharge; implied or express employment contracts and/or estoppel; discrimination and/or retaliation under any federal, state or local statute or regulation specifically including any claims Employee may have under the Fair Labor Standards Act, the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964, as amended, and the Family and Medical Leave Act; the discrimination or other employment laws of the State of California; any claims brought under any federal or state statute or regulation for nonpayment of wages or other compensation, including grants of stock options or any other equity compensation; and libel, slander, or breach of contract, other than the breach of this Release. This Release specifically excludes claims, charges, complaints, causes of action or demand that post-date the Termination Date. Notwithstanding anything herein to the contrary, expressly excluded from this Release are any claims (i) for payments, awards and benefits under the Separation Agreement, (ii) under the Merger Agreement, including, without limitation, amounts described in Sections 3.10 and 6.8 of the Merger Agreement, (iii) for benefits provided under Company benefit plans, incentive plans or equity plans (including, but not limited to, stock options, restricted stock units and stock grants) or (iv) for indemnification and any applicable directors and officers liability insurance coverage to which Employee was entitled with regard to service as an officer of the Company.

4. Employee agrees to keep the terms of this Release in strict confidence, but he/she may disclose the terms of this Release and provide a copy hereof to his/her immediate family and his/her financial and legal advisors.

5. Employee warrants that no promise or inducement has been offered for this Release other than as set forth herein and in the Separation Agreement and that this Release is executed without reliance upon any other promises or representations, oral or written. Any modification of this Release must be made in writing and be signed by Employee and the Company.

6. If any provision of this Release or compliance by Employee or the Company with any provision of the Release constitutes a violation of any law, or is or becomes unenforceable or void, then such provision, to the extent only that it is in violation of law, unenforceable or void, will be deemed modified to the extent necessary so that it is no longer in violation of law, unenforceable or void, and such provision will be enforced to the fullest extent permitted by law. If such modification is not possible, such provision, to the extent that it is in violation of law, unenforceable or void, will be deemed severable from the remaining provisions of this Release, which provisions will remain binding on both Employee and the Company. This Release is governed by, and construed and interpreted in accordance with the laws of the State of Delaware, without regard to principles of conflicts of law. Employee hereby agrees and consents to be subject to the exclusive jurisdiction of the courts of the State of Delaware sitting in the County of New Castle and the United States District Court for the State of Delaware this Release. This Release represents the entire understanding with the Parties with respect to subject matter herein, no oral representations have been made or relied upon by the Parties.

7. EMPLOYEE ACKNOWLEDGES AND AGREES THAT HE/SHE HAS CAREFULLY READ AND VOLUNTARILY SIGNED THIS RELEASE, THAT HE/SHE HAS HAD AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF HIS/HER CHOICE, AND THAT HE/SHE SIGNS THIS RELEASE WITH THE INTENT OF RELEASING THE RELEASED PARTIES TO THE EXTENT SET FORTH HEREIN.

8. In the event that any provision of this Release should be held to be invalid or unenforceable each and all of the other provisions of this Release shall remain in full force and effect. any provision of this Release is found to be invalid or unenforceable, such provision shall be modified as necessary to permit this Release to be upheld and enforced to the maximum extent permitted by law.

9. Employee acknowledges that he/she is familiar with the provisions of California Civil Code Section 1542, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS/HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM/HER MUST HAVE MATERIALLY AFFECTED HIS/HER SETTLEMENT WITH THE DEBTOR. EMPLOYEE BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHT HE/SHE MAY HAVE THERE UNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. Employee

-2-

being aware of said code section, hereby expressly waives any right he/she may have thereunder, as well as under any other statutes or common law principles of similar effect.

10. This Release inures to the benefit of the Company and its successors and assigns.

AGREED AND ACCEPTED:

                                                                                
Employee: Mateo Mazal Beja
Dated:

Seminis, Inc.

By:                                                                                 
Name:
Title:
Dated:

-3-

EX-31.1

Exhibit 31.1

FORM OF SECTION 302 CERTIFICATION

     I, Alfonso Romo Garza, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Seminis, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting;

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 14, 2005

/s/ Alfonso Romo Garza  

Alfonso Romo Garza
Chief Executive Officer 

37

EX-31.2

Exhibit 31.2

FORM OF SECTION 302 CERTIFICATION

I, Gaspar Alvarez Martinez, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Seminis, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting;

5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 14, 2005

/s/ Gaspar Alvarez Martinez  

Gaspar Alvarez Martinez 

VP Finance and WW Corporate Comptroller 

38

EX-32.1

Exhibit 32.1

FORM OF SECTION 906 CERTIFICATION

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(18 U.S.C. Section 1350)

In connection with the quarterly report of Seminis, Inc. (the “Company”) on Form 10-Q for the period ending December 31, 2004, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Alfonso Romo Garza, Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Sections 1350(a) and (b), as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 14, 2005

/s/ Alfonso Romo Garza  

Alfonso Romo Garza
Chief Executive Officer 

EX-32.2

Exhibit 32.2

FORM OF SECTION 906 CERTIFICATION

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(18 U.S.C. Section 1350)

In connection with the quarterly report of Seminis, Inc. (the “Company”) on Form 10-Q for the period ending December 31, 2004, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gaspar Alvarez Martinez, Vice President, Finance and Worldwide Corporate Comptroller of the Company, certify pursuant to 18 U.S.C. Sections 1350(a) and (b), as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 14, 2005

/s/ Gaspar Alvarez Martinez  

Gaspar Alvarez Martinez 

VP Finance and WW Corporate Comptroller 

40