Exhibit 10.19


 


DEERE & COMPANY


 


 


Nonemployee Director


Stock Ownership Plan


 


 





 


 


Effective February 27, 2002


Amended
August 28, 2002


Amended May 25, 2005


Amended November 29, 2006


Amended
November 30, 2007


Amended
August 27, 2008


 


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DEERE & COMPANY
NONEMPLOYEE DIRECTOR STOCK OWNERSHIP PLAN


 





 


Article 1.    Establishment,
Purpose, and Duration


 


1.1  Establishment of the Plan


 


Deere &
Company, a Delaware corporation, hereby establishes an incentive compensation
plan to be known as the “Deere & Company Nonemployee Director Stock
Ownership Plan” (the “Plan”), as set
forth in this document. The Plan provides for the grant of Restricted Stock to
Nonemployee Directors, subject to the terms and provisions set forth herein.


 


Upon approval by the
Board of Directors of the Company, subject to ratification within six (6) months
by an affirmative vote of a majority of Shares, the Plan shall become effective
as of February 27, 2002 (the “Effective Date”),
and shall remain in effect as provided in Section 1.3 herein.  Each amendment to the Plan shall become
effective as of the date set forth in such amendment.


 


1.2  Purpose of the Plan


 


The purpose of the
Plan is to further the growth, development, and financial success of the
Company by strengthening the Company’s ability to attract and retain the
services of experienced and knowledgeable Nonemployee Directors by enabling
them to participate in the Company’s growth and by linking the personal
interests of Nonemployee Directors to those of Company shareholders.


 


1.3  Duration of the Plan


 


The Plan shall
commence on the Effective Date and shall remain in effect, subject to the right
of the Board of Directors to terminate the Plan at any time pursuant to Article 8
herein, until all Shares subject to it have been acquired according to the Plan’s
provisions.  However, in no event may an
Award be granted under the Plan on or after March 8, 2012.


 


Article 2.    Definitions


 


2.1  Definitions


 


Whenever used in the
Plan, the following terms shall have the meaning set forth below:


 


(a)                                  “Annual Meeting” means
an annual meeting of the stockholders of Deere.


 


(b)                                 “Award” means a grant
of Restricted Stock or Restricted Stock Units under the Plan.


 


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


 


(d)                                 “Board” or “Board of
Directors” means the Board of Directors of Deere, and includes a committee of
the Board of Directors designated by the Board to administer part or all of the
Plan.


 


(e)                                  A “Change in Control”
shall be deemed to have occurred as of the first day that any one or more of
the following conditions shall have been satisfied:


 


(1)          Any person as the term is defined 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) (but not including
the Company, any subsidiary of the Company, a trustee or other fiduciary
holding securities under an employee benefit plan of the Company or of any
subsidiary of the Company, or any person or entity organized or established by
the Company in connection with or pursuant to any such benefit plan), becomes
the Beneficial Owner, directly or indirectly, of securities of the Company 


 


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representing thirty percent (30%) or more
of the combined voting power of the Company’s then outstanding securities,
provided, that there shall not be included among the securities as to which any
person is a Beneficial Owner securities as to which the power to vote arises by
virtue of proxies solicited by the management of the Company;


 


(2)          During any period of two (2) consecutive
years (not including any period prior to the Effective Date), individuals who
at the beginning of such period constitute the Board (and any new Director,
whose election by the Company’s shareholders 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 so approved), cease for any reason to constitute a majority
thereof;


 


(3)          The shareholders of the Company approve: (A) a
plan of complete liquidation of the Company; or (B) an agreement for the
sale or disposition of all or substantially all the Company’s assets; or (C) a
merger, consolidation, or reorganization of the Company with or involving any
other corporation, other than a merger, consolidation, or reorganization that
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, consolidation, or reorganization.


 


(f)                                   “Code” means the
Internal Revenue Code of 1986, as amended from time to time.


 


(g)                                “Company” means Deere
and any and all of its subsidiaries


 


(h)                                “Deere” means Deere &
Company, a Delaware corporation, or any successor thereto as provided in Section 10.7
herein.


 


(i)                                    “Director” means any
individual who is a member of the Board of Directors.


 


(j)                                    “Disability” means a
permanent and total disability, within the meaning of Code Section 22(e)(3).


 


(k)                                 “Employee” means any
full-time, nonunion, salaried employee of the Company.


 


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


 


(m)                              “Fair Market Value” as
it relates to common stock of Deere on any given date means (i) the mean
of the high and low sales prices of the common stock of Deere as reported by
the Composite Tape of the New York Stock Exchange (or, if not so reported, on
any domestic stock exchanges on which the common stock is then listed); or (ii) if
Deere common stock is not listed on any domestic stock exchange, the mean of
the high and low sales prices of Deere common stock as reported by the NASDAQ
Stock Market on such date or the last previous date reported (or, if not so
reported, by the system then regarded as the most reliable source of such
quotations) or, if there are no reported sales on such date, the mean of the
closing bid and asked prices as so reported; or (iii) if the common stock
is listed on a domestic exchange or quoted in the domestic over-the-counter
market, but there are not reported sales or quotations, as the case may be, on
the given date, the value determined pursuant to (i) or (ii) above
using the reported sale prices or quotations on the last previous date on which
so reported; or (iv) if none of the foregoing clauses applies, the fair
value as determined in good faith by the Board or the Committee.


 


(n)                                “Nonemployee Director”
means any individual who is a member of the Board, but who is not otherwise an
Employee of the Company.


 


(o)                                “Restricted Stock” or “Restricted
Share” means Shares granted to a Nonemployee Director pursuant to Article 6.


 


(p)                                “Restricted Stock Units”
or “RSUs” means a right granted to a Nonemployee Director pursuant to Article 7
to receive Shares, subject to the terms and conditions of the Plan.  Each Restricted Stock Unit corresponds to one
Share.


 


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(q)                                “Section 409A”
means Section 409A of the Code, including the rules, regulations and
guidance thereunder (or any successor provisions thereto).


 


(r)                                   “Separation Date”
means the date of a Nonemployee Director’s termination of service as a member
of the Board or such later date as constitutes the Eligible Director’s
separation from service with the Company for purposes of Section 409A.


 


(s)                                 “Shares” means the
shares of common stock of Deere, $1.00 par value.


 


(t)                                   “Transition Date”
means the date that is one week following the Annual Meeting held in 2008.


 


Article 3.   Administration


 


3.1  The Board of Directors


 


The
Plan shall be administered by the Board, subject to the restrictions set forth
in the Plan.


 


3.2  Administration by the Board


 


The Board shall have
the full power, discretion, and authority to interpret and administer the Plan
in a manner which is consistent with the Plan’s provisions. However, in no
event shall the Board have the power to determine Plan eligibility, or to
determine the amount, the price, or the timing of Awards to be made under the
Plan (all such determinations are automatic pursuant to the provisions of the
Plan). Any action taken by the Board with respect to the administration of the
Plan which would result in any Nonemployee Director ceasing to be a “nonemployee
director” within the meaning of Rule 16b-3 under the Exchange Act shall be
null and void.


 


3.3  Decisions Binding


 


All determinations and
decisions made by the Board pursuant to the provisions of the Plan and all related
orders or resolutions of the Board of Directors shall be final, conclusive, and
binding on all persons, including the Company, its shareholders, Employees,
Nonemployee Directors, and their estates and beneficiaries.


 


Article 4.   Shares Subject to the Plan


 


4.1  Number of Shares


 


Subject to adjustment
as provided in Section 4.3 herein, the total number of Shares available
for grant under the Plan (whether in the form of Restricted Stock or as Shares
underlying Restricted Stock Units) may not exceed 500,000.


 


4.2  Lapsed Awards


 


If any Shares or
Restricted Stock Units granted under this Plan terminate, expire, or lapse for
any reason, such Shares and the Shares underlying such Restricted Stock Units
again shall be available for grant under the Plan. However, in the event that
prior to an Award’s termination, expiration, or lapse, the holder of the Award
at any time received one or more “benefits of ownership” pursuant to such Award
(as defined by the Securities and Exchange Commission, pursuant to any rule or
interpretation promulgated under Section 16 of the Exchange Act), the
Shares subject to such Award shall not be made available for regrant under the
Plan.


 


4.3. Adjustments
in Authorized Shares


 


In the event of any
merger, reorganization, consolidation, recapitalization, liquidation, stock
dividend, split-up, Share combination, or other change in the corporate
structure of the Company affecting the Shares, the Board shall make such
adjustments in the number and type of shares authorized by the Plan and to
outstanding Awards to prevent dilution or enlargement of rights.  The Board’s determination as to what
adjustments shall be made, and the extent thereof, shall be final.


 


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Article 5.   Participation


 


5.1  Participation


 


Persons
participating in the Plan shall include, and be limited to, all Nonemployee
Directors.


 


Article 6.   Restricted Stock


 


6.1  Annual Awards


 


An annual Award of
Restricted Shares to each Nonemployee Director will be made automatically as of
the date one week following the date of the Annual Meeting in an amount recommended
by the Corporate Governance committee and approved by the Board. The number of
Restricted Shares will be based on the Fair Market Value on the grant date of
Deere common stock, provided, however, that unless the Board determines
otherwise as provided in Section 7.1, no further Awards of Restricted
Shares shall be made on or after the Transition Date.  Although the period of service shall run from
the date of the Annual Meeting, the grant date shall be one week following the
Annual Meeting to permit the dissemination to the market of information coming
out of such meeting.


 


6.2  Partial Awards


 


Upon the effective
date of any amendment in the amount of any Award, each Nonemployee Director
shall receive a partial Award calculated as if the Nonemployee Director were
serving a partial term as provided in Section 6.3, below, provided that
the Fair Market Value shall be determined as of the grant date one week
following the effective date of the Award.  Restricted shares previously granted to the
Nonemployee Director for the same period shall be deducted from such Award.


 


6.3  Partial Terms


 


A Nonemployee Director
who is elected by the Board to fill a vacancy between Annual Meetings shall
automatically be granted a pro rata portion of the number of Restricted Shares
awarded to Nonemployee Directors as of the date of the most recent Annual
Meeting. Such prorated number of shares shall be determined by multiplying the
number of Restricted Shares awarded as of the date of the most recent Annual
Meeting by a fraction, the numerator of which is the number of days remaining
until the first anniversary of such most recent Annual Meeting, and the
denominator of which is 365.


 


6.4  Custody and Transferability


 


The Shares awarded to
a Nonemployee Director may not be sold, pledged, assigned, transferred, gifted,
or otherwise alienated or hypothecated until such time as the restrictions with
respect to such Shares have lapsed as provided herein.  At the time Restricted Shares are awarded to
a Nonemployee Director, shares representing the appropriate number of
Restricted Shares shall be registered in the name of the Nonemployee Director
but shall be held by the Company in custody for the account of such person. As
Restrictions lapse on Shares upon death, Disability or retirement as
contemplated by Section 6.8, certificates therefore will be delivered to
the Participant.


 


6.5  Other Restrictions


 


The Company may impose
such other restrictions on any Shares granted pursuant to the Plan as it may
deem advisable including, without limitation, restrictions intended to achieve
compliance with the Securities Act of 1933, as amended, with the requirements
of any stock exchange upon which such Shares or Shares of the same class are
then listed, and with any blue sky or securities laws applicable to such
Shares. Shares delivered upon death, Disability or retirement as contemplated
by Section 6.8 may bear such legends, if any, as the Board shall specify.


 


6.6  Voting Rights


 


Participants
granted Restricted Stock hereunder shall have full voting rights on such
Shares.


 


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6.7  Dividend Rights


 


Participants granted
Restricted Stock hereunder shall have full dividend rights, with such dividends
being paid to Participants.  If all or
part of a dividend is paid in Shares, the Shares shall be held by the Company
subject to the same restrictions as the Restricted Stock that is the basis for
the dividend.


 


6.8  Termination of Service from Board


 


The restrictions
provided for in Sections 6.4 and 6.5 shall remain in effect until, and shall
lapse only upon, the termination of a Nonemployee Director’s service as a
Director by reason of death, Disability, or retirement from the board, and the
Shares shall thereafter be delivered to the Nonemployee Director or the
decedent’s beneficiary as designated pursuant to Section 10.3.


 


In the event the
Nonemployee Director’s service as a Director is terminated for any other
reason, including, without limitation, any involuntary termination on account
of (a) fraud or intentional misrepresentation, or (b) embezzlement,
misappropriation, or conversion of assets or opportunities of the Company, all
Restricted Shares awarded to such Nonemployee Director prior to the date of
termination shall be immediately forfeited and returned to the Company.


 


6.9  Tax Withholding


 


The Company shall have
the right under this Plan to collect cash from Nonemployee Directors in an
amount necessary to satisfy any Federal, state or local withholding tax
requirements.  Any Nonemployee Director
may elect to satisfy withholding, in whole or in part, by having the Company
withhold shares of common stock having a value equal to the amount required to
be withheld.


 


Article 7.   Restricted Stock Units (RSUs)


 


7.1  Annual Awards


 


Effective as of the
Transition Date, an annual Award of Restricted Stock Units will be made to each
Nonemployee Director automatically as of the date one week following the date
of the Annual Meeting in an amount recommended by the Corporate Governance
Committee and approved by the Board.  The
number of Restricted Stock Units will be based on the Fair Market Value on the
grant date of Deere common stock. 
Although the period of service shall run from the date of the Annual
Meeting, the grant date shall be one week following the Annual Meeting to
permit the dissemination to the market of information coming out of such
meeting.  Notwithstanding the preceding two
sentences, the Board shall have the discretion to determine, prior to any
annual Award date, that Awards to be made as of that annual Award date to some
or all Nonemployee Directors shall consist of Restricted Shares rather than
Restricted Stock Units, and in such case the Restricted Shares so awarded shall
have the terms and conditions set forth in Article 6.


 


7.2  Partial Awards


 


Upon the effective
date of any amendment in the amount of any Award, each Nonemployee Director
shall receive a partial Award calculated as if the Nonemployee Director were
serving a partial term as provided in Section 7.3, below, provided that
the Fair Market Value shall be determined as of the grant date one week
following the effective date of the Award.  RSUs previously granted to the Nonemployee
Director for the same period shall be deducted from such Award.


 


7.3  Partial Terms


 


A Nonemployee Director
who is elected by the Board to fill a vacancy between Annual Meetings shall
automatically be granted a pro rata portion of the number of RSUs awarded to
Nonemployee Directors as of the date of the most recent Annual Meeting.  Such prorated number of RSUs shall be
determined by multiplying the number of RSUs awarded as of the date of the most
recent Annual Meeting by a fraction, the numerator of which is the number of
days remaining until the first anniversary of such most recent Annual Meeting,
and the denominator of which is 365.


 


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7.4  Settlement of RSUs; Election of Settlement
Date


 


(a)                                  RSUs will be settled
exclusively by delivery of Shares to Nonemployee Directors (or to a Nonemployee
Director’s beneficiary or beneficiaries designated in accordance with Section 10.3).  A Nonemployee Director may elect the
settlement date for an annual Award of RSUs by making an irrevocable deferral
election in writing on a form provided by the Company and delivered to the
Company not later than the close of business on the last business day of the
calendar year immediately preceding the calendar year of the Annual Meeting in
respect of which the Award will be made (so that, for example, a deferral
election relating to the annual Award of RSUs to be made following the 2009
Annual Meeting must be made by the close of business on the last business day
of 2008); provided, however, that in the case of any person
who is newly elected or appointed to the Board as a Nonemployee Director, and
who does not have any rights or interests under any other deferred compensation
plan, program or arrangement of the Company that are required to be aggregated
with RSUs under the Plan for purposes of Section 409A, such election may
be made no later than 30 days after the date of such election or appointment.


 


For RSU Awards made prior to August 27,
2008, a Nonemployee Director may designate on such deferral election form one
of the following dates as the settlement date for such Award of RSUs:


 


(A)                              such Nonemployee
Director’s Separation Date; or


 


(B)                                the later to occur of (A) or
the first day of a calendar month specified by such Nonemployee Director but no
later than 5 years following the Nonemployee Director’s Separation Date.


 


For RSU Awards made on or after August 27,
2008, a Nonemployee Director may designate on such deferral election form one
of the following dates as the settlement date for such Award of RSUs:


 


(A)          such
Nonemployee Director’s Separation Date; or


 


(B)                                the later to occur of (A) or
the first day of a calendar month specified by such Nonemployee Director but no
later than 10 years following the Nonemployee Director’s Separation Date.


 


If a Nonemployee
Director fails to designate one of the foregoing alternatives as the settlement
date for an Award of RSUs, such Nonemployee Director shall be deemed to have
designated alternative (A). 
Notwithstanding any election made by a Nonemployee Director on any
election Form or any other provision of the Plan, in the event of such
Nonemployee Director’s death, all RSUs held by such Nonemployee Director will
be paid in Shares to such Nonemployee Director’s beneficiary (or if no
beneficiary has been designated, to such Nonemployee Director’s estate) as soon
as administratively practicable, and in any event within 90 days, following the
date of such Nonemployee Director’s death.


 


(b)                                 Notwithstanding
anything else herein to the contrary, to the extent that a Nonemployee Director
is a “specified employee” (as defined by Section 409A) of the Company as
of his or her Separation Date, no settlement of RSUs pursuant to alternative (A) of
Section 7.4(a) (whether such alternative (A) was elected by the
Nonemployee Director or applies by default, and including where alternative (A) applies
because it is the later of the two dates specified in alternative (B)) may be
made before the first business day that is more than six (6) months after
such Nonemployee Director’s Separation Date, or, if earlier, the date of the
Participant’s death, and any settlement of RSUs that would be made but for
application of this provision shall instead be made on the first business day
after the end of such six-month period (or, if earlier, the date of the
Participant’s death)


 


(c)                                  In the event the
Nonemployee Director’s service as a Director is terminated for any reason other
than death or retirement, including, without limitation, any involuntary
termination on account of (i) fraud or intentional misrepresentation, or (ii) embezzlement,
misappropriation, or conversion of assets or opportunities of the Company, all
RSUs awarded to such Nonemployee Director prior to the date of termination and
not previously settled by delivery of Shares shall be immediately forfeited and
returned to the Company.


 


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7.5  Stockholder Rights


 


Restricted Stock Units
shall not confer on a Nonemployee Director any rights as a stockholder of the
Company (including without limitation voting rights) until Shares have been
issued to such Nonemployee Director in settlement of such Restricted Stock
Units.


 


7.6  Dividend Equivalents


 


Until a Nonemployee
Director’s Restricted Stock Units convert to Shares, if Deere pays a regular or
ordinary dividend on its common stock, the Nonemployee Director will be paid a
dividend equivalent for his or her RSUs. 
Deere will pay the dividend equivalent on the same day as Deere pays the
corresponding dividend on its common stock. 
If Deere pays a dividend in Shares, Nonemployee Directors holding RSUs
will receive additional RSUs equal to the number of Shares paid with respect to
the corresponding number of Shares, and such additional RSUs shall be subject
to the same terms and conditions, and shall be settled at the same time, as the
RSUs to which they relate.


 


7.7  Tax Withholding


 


The Company shall have
the right under this Plan to collect cash from Nonemployee Directors in an
amount necessary to satisfy any Federal, state or local withholding tax
requirements arising from settlement of RSUs or payment of dividend equivalents
prior to settlement.  A Nonemployee
Director may elect to satisfy withholding tax obligations, in whole or in part,
by having the Company withhold shares of common stock having a value equal to
the amount required to be withheld.


 


7.8  Nontransferability


 


The RSUs awarded to a Nonemployee Director may not be
sold, pledged, assigned, transferred, gifted or otherwise alienated or
hypothecated.  Shares delivered in
settlement of RSUs shall not be subject to any such restrictions, except for
any restrictions that may be imposed under applicable securities laws or
policies of the Company.


 


Article 8.    Change
in Control


 


8.1  Change in Control


 


(a)                                  Notwithstanding the
provisions of Article 6 herein, in the event of a Change in Control, any
and all restrictions on Restricted Shares shall lapse as of the date of the
Change in Control, and the Company shall deliver new certificates for such
Restricted Shares which do not contain the legend of restrictions required by Section 6.5.


 


(b)                                 Notwithstanding the
provisions of Article 7 herein, in the event of a “change in control event”
(as defined for purposes of Section 409A and determined using the default
provisions thereof) relating to Deere, all of a Nonemployee Director’s
outstanding RSUs will be settled by delivery of Shares as soon as practicable,
and in any event within 90 days, following the occurrence of such change in
control event.


 


Article 9.   Amendment, Modification, and Termination


 


9.1  Amendment, Modification and Termination


 


Subject to the terms
set forth in this Section 9.1 and Section 9.2, the Board may
terminate, amend, or modify the Plan at any time and from time to time; provided, however, that
the provisions set forth in the Plan regarding the amount, the price or the
timing of Awards to Nonemployee Directors may not be amended more than once
every six (6) months, other than to comport with changes in laws and
regulations.


 


Without such approval
of the shareholders of the Company as may be required by the Code, by the rules of
Section 16 of the Exchange Act, by any national securities exchange or
system on which the Shares are then listed or 


 


75

















 


reported, or by a regulatory
body having jurisdiction with respect hereto, no such termination, amendment or
modification may:


 


(a)                                  Materially increase
the total number of Shares which may be available for grants of Awards under
the Plan, except as provided in Section 4.3 herein; or


 


(b)                                 Materially modify the
requirements with respect to eligibility to participate in the Plan; or


 


(c)                                  Materially increase
the total benefits accruing to Nonemployee Directors under the Plan.


 


9.2  Awards Previously Granted


 


Unless required by law,
no termination, amendment or modification of the Plan shall materially affect,
in an adverse manner, any Award previously granted under the Plan, without the
consent of the Nonemployee Director holding the Award.


 


Article 10.   Miscellaneous


 


10.1  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.


 


10.2  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.


 


10.3  Beneficiary Designation


 


Each Nonemployee
Director 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 the event of his or her death. Each
designation will revoke all prior designations by the same Nonemployee
Director, and will be effective only when filed by the Nonemployee Director in
writing with the Company during his or her lifetime. In the absence of any such
designation, benefits remaining unpaid at the Nonemployee Director’s death
shall be paid to the Nonemployee Director’s estate.


 


10.4  No Right of Nomination


 


Nothing in the Plan
shall be deemed to create any obligation on the part of the Board to nominate
any Nonemployee Director for reelection by the Company’s shareholders.


 


10.5  Shares Available


 


The Shares made
available pursuant to Awards under the Plan may be either authorized but
unissued Shares, or Shares which have been or may be reacquired by the Company,
as determined from time to time by the Board.


 


10.6  Additional Compensation


 


Shares and RSUs granted
under the Plan shall be in addition to any annual retainer, attendance fees, or
other compensation payable to each Nonemployee Director as a result of his or
her service on the Board.


 


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10.7  Successors


 


All obligations of the
Company under the Plan, with respect to Awards granted hereunder, shall be
binding on 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.


 


10.8  Requirements of Law


 


The granting of Awards
under the Plan shall be subject to all applicable laws, rules, and regulations,
and to such approvals by any governmental agencies or national securities
exchanges as may be required.


 


10.9  Governing Law


 


To the extent not
preempted by Federal law, the Plan, and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the State of Delaware.


 


10.10  Securities Law Compliance


 


Transactions under the
Plan are intended to be exempt from Section 16(b) of the Exchange Act
by virtue Rule 16b-3 (including any successor provision).  To the extent any provision of the Plan or
action by the Board fails to comply with the requirements of Rule 16b-3,
it shall be deemed null and void to the extent permitted by law and deemed
advisable by the Board.


 


10.11  Plan Unfunded


 


Restricted Stock Units
awarded under the Plan shall constitute an unsecured promise of Deere to
deliver Shares on the applicable settlement date, subject to the terms and
conditions of the Plan.  The Plan is
unfunded, and the Company shall not be required to reserve or otherwise set
aside funds or Shares for the payment of its obligations hereunder.  As a holder of RSUs, a Nonemployee Director
has only the rights of a general unsecured creditor of the Company.  The Plan does not confer on any Nonemployee Director
or beneficiary of a Nonemployee Director any interest whatsoever in any
specific asset of the Company.


 


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