Exhibit 10.8


 


JOHN DEERE MID-TERM INCENTIVE PLAN





 


Section 1. Establishment and Purpose


 


1.1  Establishment
of the Plan. Deere & Company, a Delaware corporation (the “Company”),
hereby establishes a mid-term incentive compensation plan to be known as the “John
Deere Mid-Term Incentive Plan” (the “Plan”), as set forth in this document. The
Plan permits the awarding of cash bonuses to Employees of the Company, based on
the achievement of preestablished performance goals over a performance period
longer than one fiscal year.


 


Upon
approval by the Board of Directors of the Company, subject to approval by the
shareholders, the Plan shall become effective as of November 1, 2002 (the “Effective
Date”) and shall remain in effect until terminated by the Board or Committee as
provided by Section 13 herein.


 


1.2
 Purpose.
The purpose of the Plan is to provide Participants with a meaningful mid-term
incentive opportunity geared toward the achievement of specific performance
goals.


 


Section 2.
Definitions


 


Whenever
used in the Plan, the following terms shall have the meanings set forth below
(unless otherwise expressly provided) and, when the defined meaning is
intended, the term is capitalized.


 


(a)
 “Award Opportunity” means the incentive award payouts which a Participant
may earn under the Plan, as established by the Committee pursuant to Section 5.1
herein.


 


(b)
 “Beneficial Owner” shall have the meaning ascribed to such term in Rule 13d-3
of the General Rules and Regulations under the Exchange Act.


 


(c)
 “Board” or “Board of Directors” means the Board of Directors of the
Company.


 


(d)
 “Committee” means a committee of two (2) or more individuals,
appointed by the Board to administer the Plan, pursuant to Section 3
herein, who are not current or former officers or employees of the Company, who
are “outside directors” to the extent required by and within the meaning of Section 162(m) of
the Internal Revenue Code of 1986 (the “Code”), as amended, and who are
independent directors pursuant to New York Stock Exchange Rules.


 


(e)
 “Company” means Deere & Company, a Delaware corporation
(including any and all subsidiaries), and any successor thereto.


 


(f)
 “Corporate” shall mean Deere & Company and its subsidiaries.


 


(g)
 “Disability” shall have the meaning ascribed to such term in applicable
disability or retirement plans of the Company.


 


(h)
 “Effective Date” means the date the Plan becomes effective, as set forth
in Section 1.1 herein.


 


(i)
 “Employee” means a full-time or part-time, salaried employee of the
Company.


 


 


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(j)
 “Exchange Act” means the Securities Exchange Act of 1934, as amended from
time to time, or any successor act thereto.


 


(k)
 “Executive Officers” shall mean any executive officers designated by the
Committee for purposes of qualifying payouts under the Plan for exemption from Section 162(m) of
the Code.


 


(l)
 “Final Award” means the actual award earned during a Performance Period
by a Participant, as determined by the Committee at the end of the Performance
Period.


 


(m)
 “Non-corporate” shall mean a specified segment of Deere &
Company’s operations designated as such by the Chief Executive Officer and
approved by the Committee for purposes of the Plan, such as a business unit,
division, product line, or other such segmentation.


 


(n)
 “Participant” means an Employee who is actively participating in the
Plan.


 


(o)
 “Performance Period” means the period of time designated as such by the
Committee.


 


(p)
 “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of
the Exchange Act and used in Sections 13(d) and 14(d) thereof,
including a “group” as defined in Section 13(d).


 


(q)
 “Plan” means the Deere & Company Mid-Term Incentive Plan.


 


(r)
  “Recoupment Policy” means the Company’s Executive Incentive Award
Recoupment Policy, as amended from time to time, or any successor policy
thereto.


 


(s)
 “Retirement” shall have the meaning ascribed to such term in the John
Deere Pension Plan for Salaried Employees, or any successor plan thereto, or in
the other applicable retirement plan(s) of the Company.


 


Section 3.
Administration


 


The
Plan shall be administered by the Committee. The Committee may delegate to the
Company responsibility for day-to-day administration of the Plan, following
administrative guidelines approved from time to time by the Committee.


 


Subject
to the limitations of the Plan, the Committee shall: (i) select from the
Employees of the Company, those who shall participate in the Plan, (ii) grant
award opportunities in such forms and amounts as it shall determine, (iii) impose
such limitations, restrictions, and conditions upon such awards as it shall
deem appropriate, (iv) interpret the Plan and adopt, amend, and rescind
administrative guidelines and other rules and regulations relating to the
Plan, (v) correct any defect or omission or reconcile any inconsistency in
this Plan or in any award opportunity granted hereunder, and (vi) make all
other necessary determinations and take all other actions necessary or
advisable for the implementation and administration of the Plan. The Committee’s
determinations on matters within its authority shall be conclusive and binding
upon all parties.


 


Section 4.
Eligibility and Participation


 


4.1
 Eligibility.
All Employees (as defined in Section 2 herein) who are actively employed
by the Company in any Performance Period shall be eligible to participate in
the Plan for such Performance Period, subject to the limitations of Section 7
herein.


 


 


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4.2
 Participation.
Participation in the Plan shall be determined each Performance Period from
among Employees of the Company, as determined by the Committee. Employees who
are eligible to participate in the Plan shall be so notified in writing, and
shall be apprised of the performance goals and related award opportunities for
the relevant Performance Period, as soon as is practicable.


 


4.3
 No
Right to Participate. No Participant or other Employee shall at any
time have a right to be selected for participation in the Plan for any
Performance Period, despite having previously participated in the Plan.


 


Section 5.
Award Determination


 


5.1
 Performance
Goals. Prior to the beginning of each Performance Period, or as soon
as practicable thereafter, the Committee shall establish performance goals for
that Performance Period. Except as provided in Section 11, the goals may
be based on any combination of Corporate, Non-corporate, and individual
performance. After the performance goals are established, the Committee will
align the achievement of the performance goals with the Award Opportunities (as
described in Section 5.2 herein), such that the level of achievement of
the preestablished performance goals at the end of the Performance Period will
determine the Final Award amounts. Except as provided in Section 11, the
Committee also shall have the authority to exercise subjective discretion in
the determination of Final Awards, as well as the authority to delegate the
ability to exercise subjective discretion in this respect.


 


The
Committee also may establish one (1) or more Company-wide performance
goals which must be achieved for any Participant to receive an award for that
Performance Period.


 


5.2
 Award
Opportunities. Prior to the beginning of each Performance Period, or
as soon as practicable thereafter, the Committee shall establish an Award
Opportunity for each Participant. The established Award Opportunity shall vary
in relation to the job classification of each Participant. Except as provided
in Section 11, in the event a Participant changes job levels during a
Performance Period, the Participant’s Award Opportunity may be, but is not
required to be, adjusted to reflect the amount of time at each job level during
the Performance Period.


 


5.3
 Adjustment
of Performance Goals. Except as provided in Section 11, the
Committee shall have the right to adjust the performance goals and the Award
Opportunities (either up or down) during a Performance Period if it determines
that external changes or other unanticipated business conditions have
materially affected the fairness of the goals, have unduly influenced the
Company’s ability to meet them or have materially affected the Company’s or
divisions’ ability to pay the Awards.


 


5.4
 Final
Award Determinations. At the end of each Performance Period, Final
Awards shall be computed for each Participant as determined by the Committee.
Except as provided in Section 11, each individual award shall be based
upon (i) the Participant’s Award Opportunity, (ii) Corporate and
Non-corporate performance, and (iii) individual performance (if
applicable).


 


5.5
 Limitations.
The amount payable to a Participant for any Performance Period shall not exceed
$4,500,000.


 


 


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Section 6.
Payment of Final Awards


 


6.1
 Form and
Timing of Payment. Final Award payments shall be payable in cash, in
one (1) lump sum, on or before the March 15 following the end of each
Performance Period.


 


6.2
 Payment
of Partial Awards. In the event a Participant no longer meets the
eligibility criteria as set forth in the Plan during the course of a particular
Performance Period, the Committee may, in its sole discretion, pay a full or
partial Final Award, determined in accordance with Section 5.4
herein.  Any such full or partial Final Award
shall be evidenced in writing, and shall be paid in cash, in one (1) lump
sum, on or before the March 15 following the end of the Performance Period
to which it relates.


 


6.3  Unsecured
Interest. No participant or any other party claiming an interest in
amounts earned under the Plan shall have any interest whatsoever in any
specific asset of the Company. To the extent that any party acquires a right to
receive payments under the Plan, such right shall be equivalent to that of an
unsecured general creditor of the Company.


 


6.4  Repayment of Final Awards.
Final Awards paid under the Plan shall be subject to the terms of
the Company’s Recoupment Policy. The Company shall have the right to recover
Final Awards paid under the Plan pursuant to the terms of the Recoupment
Policy.


 


Section 7.
Termination of Employment


 


7.1
 Termination
of Employment Due to Death, Disability, Retirement, or Transfer to Business
Unit Not Included in the Plan. Unless the Committee establishes
otherwise at the time of establishing the Award Opportunity, in the event that
during the final thirteen calendar months of a Performance Period a Participant’s
employment is terminated by reason of death, Disability, Retirement, or
transfer to a business unit not included in the Plan, the Final Award,
determined in accordance with Section 5.4 herein, for the Performance
Period(s) for which the employee is otherwise an eligible Participant
shall be paid. In the case of a Participant’s Disability, the employment
termination shall be deemed to have occurred on the date the Committee
determines the definition of Disability to have been satisfied.


 


Final
Award payments thus determined shall be payable in cash, in one (1) lump
sum, on or before the March 15 following the end of the Performance Period(s) to
which they relate.


 


7.2
 Termination
of Employment for Other Reasons. Unless the Committee establishes
otherwise at the time of establishing the Award Opportunity, in the event a
Participant’s employment is terminated for any reason other than death,
Disability, Retirement, or transfer to a business unit not included in the Plan
each during the final thirteen calendar months of a Performance Period (of
which the Committee shall be the sole judge), all of the Participant’s rights
to a Final Award for the Performance Period(s) then in progress shall be
forfeited.  However, the Committee, in
its sole discretion, may pay a partial Final Award for the portion of any
Performance Period that the Participant was employed by the Company, determined
in accordance with Section 5.4 herein. 
Any such partial Final Award shall be evidenced in writing, and shall be
paid in cash, in one (1) lump sum, on or before the March 15
following the end of the Performance Period to which it relates.


 


 


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Section 8.
Rights of Participants


 


8.1
 Employment.
Nothing in the Plan shall interfere with or limit in any way the right of the
Company to terminate any Participant’s employment at any time, nor confer upon
any Participant any right to continue in the employ of the Company.


 


8.2
 Nontransferability.
No right or interest of any Participant in the Plan shall be assignable or
transferable, or subject to any lien, directly, by operation of law, or
otherwise, including, but not limited to, execution, levy, garnishment,
attachment, pledge, and bankruptcy.


 


Section 9.
Beneficiary Designation


 


Each
Participant under the Plan may, from time to time, name any beneficiary or
beneficiaries (who may be named contingently or successively) to whom any
benefit under the Plan is to be paid in case of his or her death before he or
she receives any or all of such benefit. Each designation will revoke all prior
designations by the same Participant and will be effective only when delivered
by the Participant in writing to the designated division of the Company for
such purpose during the Participant’s lifetime. In the absence of any such
designation, or if the designated beneficiary is no longer living, benefits
shall be paid to the surviving member(s) of the following classes of
beneficiaries, with preference for classes in the order listed below:


 


(a) 
Participant’s spouse (unless the parties were divorced or legally separated by
court decree);


 


(b)
 Participant’s children (including children by adoption);


 


(c) 
Participant’s parents (including parents by adoption); or


 


(d)
 Participant’s executor or administrator.


 


Payments
of benefits, in accordance with Section 7.1, shall be made exclusively to
the member(s) of the first class, in the order listed above, which has
surviving member(s). If that class has more than one (1) member, benefit
payments shall be made in equal shares among members of that class.


 


Section 10.
Deferrals


 


The
Committee may permit a Participant to defer such Participant’s receipt of the
payment of cash that would otherwise be due to such Participant at the end of a
Performance Period.


 


Section 11.
Executive Officers


 


11.1
 Applicability
of Section 11. The provisions of this Section 11 shall
apply only to Executive Officers. In the event of any inconsistencies between
this Section 11 and the other Plan provisions, the provisions of this Section 11
shall control.


 


11.2
 Award
Determination. Prior to the beginning of each Performance Period, or
as soon as practicable thereafter, the Committee shall establish performance
goals for that Performance Period. Performance measures to be used shall be
chosen from among the following factors, or any combination of the following,
as the Committee deems appropriate: (a) total stockholder return; (b) growth
in revenues, sales, settlements, market share, customer conversion, net income,
operating income, stock price, and/or earnings per share; (c) return on
assets, net assets, and/or capital; (d) return on stockholders’ equity; (e) 


 


 


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economic
value added; (f) improvements in costs and/or expenses; or (g) shareholder
value added. The Committee may select among the performance measures specified
from Performance Period to Performance Period which need not be the same for
each Executive Officer in a given year.


 


Prior
to the beginning of the final fiscal year of each Performance Period, or as
soon as practicable thereafter, the Committee shall establish the Award
Opportunity for each Executive Officer.


 


At
the end of the Performance Period and prior to payment, the Committee shall
certify in writing the extent to which the performance goals and any other
material terms were satisfied. Final Awards shall be computed for each
Executive Officer based on (i) the Participant’s Award Opportunity, and (ii) Corporate
and Non-corporate (if applicable) performance.


 


11.3
 Non-adjustment
of Performance Goals. Once established, performance goals shall not
be changed during the Performance Period. Participants shall not receive any
payout when the Company or Non-corporate segment (if applicable) does not
achieve at least minimum performance goals.


 


11.4
 Individual
Performance and Discretionary Adjustments. Individual performance
shall not be reflected in the Final Award. However, the Committee retains the
discretion to eliminate or decrease the amount of the Final Award otherwise
payable to a Participant.


 


11.5
 Possible
Modification. If, on advice of the Company’s tax counsel, the
Committee determines that Code Section 162(m) and the regulations
thereunder will not adversely affect the deductibility for federal income tax
purposes of any amount paid under the Plan by applying one or more of Sections
5.1, 5.2, 5.3, or 5.4 to an Executive Officer without regard to the exceptions
to such Section or Sections contained in this Section 11, then the
Committee may, in its sole discretion, apply such Section or Sections to
the Executive Officer without regard to the exceptions to such Section or
Sections that are contained in this Section 11.


 


Section 12.
Change in Control


 


12.1
 Change
in Control. In the event that: (a) a Change in Control of the
Company, as defined in Section 12.2 below, occurs; or (b) a Potential
Change in Control, as defined in Section 12.3 below, occurs and the
Committee or the Board determines that the provisions of this Section should
be invoked, a Participant who is an Employee as of the date of the Change in
Control or Potential Change in Control shall be entitled to, for the
Performance Period(s) then in progress in which the Change in Control or
Potential Change in Control occurs for which the Employee is a Participant
(without regard to any requirement of being an Employee at a later time during
the Performance Period), an award determined using (i) the Participant’s
Award Opportunities (without any proration of the award opportunities or
performance goals for any shortened period created by a Change in Control) and (ii) actual
Corporate, Non-corporate, and individual results to the date of the Change in Control
or Potential Change in Control.


 


Awards
under this Section 12.1 shall be payable in cash to the Participant on or
before the March 15 following the end of the calendar year in which the
Change in Control or Potential Change in Control, as the case may be, occurs.


 


12.2
 Definition
of a Change in Control. For purposes of Section 12.1, a “Change
in Control” means a change in control of a nature that would be required to be
reported in response to Schedule 14A of Regulation 14A promulgated under the Securities
Exchange Act of 1934 (the “Exchange Act”) whether or not the Company is then
subject to such reporting requirement, provided that, without limitation, such
a Change in Control shall be deemed to have occurred if:


 


 


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(i)
 any “person” (as defined in Sections 13(d) and 14(d) of the
Exchange Act) (other than a Participant or group of Participants, the Company
or a Subsidiary, or any employee benefit plan of the Company including its
trustee) is or becomes the “beneficial owner” (as defined in Rule 13(d-3)
under the Exchange Act), directly or indirectly, of securities of the Company
representing thirty percent (30%) or more of the combined voting power of the
Company’s then outstanding securities;


 


(ii)
 during any period of two (2) consecutive years, there shall cease to
be a majority of the Board comprised as follows: individuals who at the
beginning of such period constitute the Board and any new director(s) whose
election by the Board or nomination for election by the Company’s stockholders
was approved by a vote of at least two-thirds (2/3) of the directors then still
in office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved but excluding,
for this purpose, any such new director whose initial assumption of office
occurs as a result of an actual or threatened election contest with respect to
the election or removal of directors or other actual or threatened solicitation
of proxies or consents by or on behalf of a person other than the Board;


 


(iii)
 the stockholders of the Company approve a merger or consolidation of the
Company with any other company, other than a merger or consolidation which
would result in the voting securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity) at least eighty
percent (80%) of the combined voting power of the voting securities of the
Company or such surviving entity outstanding immediately after such merger or
consolidation; or


 


(iv)
 the stockholders of the Company approve a plan of complete liquidation of
the Company or an agreement for the sale or disposition by the Company of all
or substantially all of the Company’s assets.


 


12.3
 Definition
of Potential Change in Control. For purposes of Section 12.1, a
“Potential Change in Control” means the happening of any of the following:


 


(i)
 the entering into an agreement by the Company (other than with a
Participant or group of Participants), the consummation of which would result
in a Change in Control of the Company as defined in paragraph (b) of this Article VII;
or


 


(ii)
 the acquisition of beneficial ownership, directly or indirectly, by any
entity, person or group (other than a Participant or group of Participants, the
Company or a Subsidiary, or any employee benefit plan of the Company including
its trustee) of securities of the Company representing five percent (5%) or
more of the combined voting power of the Company’s outstanding securities and
the adoption by the Board of Directors of a resolution to the effect that a
Potential Change in Control of the Company has occurred for purposes of the
Plan.


 


Section 13.
Amendment and Modification


 


The
Committee, in its sole discretion, without notice, at any time and from time to
time, may modify or amend, in whole or in part, any or all of the provisions of
the Plan, or suspend or terminate it entirely; provided, however, that no such
modification, amendment, suspension, or termination may, without the approval
of the stockholders of the Company, to the extent required by law or agreement
or for any amendment which would require stockholder approval in order for the
Plan to continue to comply with Section 162(m), (i) modify the
requirements as to eligibility for participation in the Plan, (ii) materially
increase the benefits accruing to the Participants under the Plan, or (iii) modify
the performance measures as set forth in Section 11.2 hereof. No such
modification, amendment, suspension, or termination may, without the consent of
a Participant (or his or her beneficiary in the case of the death of the
Participant), materially and adversely affect the rights of a Participant (or
his or her beneficiary, as the case may be) to 


 


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a
payment or distribution of a Final Award determined by the Committee hereunder
to which he or she is otherwise entitled.


 


Section 14.
Miscellaneous


 


14.1
 Governing
Law. The Plan, and all agreements hereunder, shall be governed by
and construed in accordance with the laws of the State of Delaware.


 


14.2
 Withholding
Taxes. The Company shall have the right to deduct from all payments
under the Plan any Federal, state, or local taxes required by law to be
withheld with respect to such payments.


 


14.3
 Gender
and Number. Except where otherwise indicated by the context, any
masculine term used herein also shall include the feminine, the plural shall
include the singular, and the singular shall include the plural.


 


14.4
 Severability.
In the event any provision of the Plan shall be held illegal or invalid for any
reason, the illegality or invalidity shall not affect the remaining parts of
the Plan, and the Plan shall be construed and enforced as if the illegal or
invalid provision had not been included.


 


14.5
 Costs
of the Plan. All costs of implementing and administering the Plan
shall be borne by the Company.


 


14.6
 Successors.
All obligations of the Company under the Plan shall be binding upon and inure
to the benefit of any successor to the Company, whether the existence of such
successor is the result of a direct or indirect purchase, merger,
consolidation, or otherwise, of all or substantially all of the business and/or
assets of the Company.


 


 


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