EXHIBIT 10.12


 


[Date]


 


 


Participant
Name


Address


City,
State, Zip Code


 


Dear Name:


 


I am pleased to advise
you that on [Date] (the “grant date”) you were awarded X,XXX Restricted Stock Units (RSU’s) pursuant to the John Deere
Omnibus Equity and Incentive Plan (Plan). Since this letter agreement, together
with the Plan, contains the terms of your grant you should read this letter
carefully. Please note that your signature is required at the bottom of page four.


 


RSU’s are an element of
total executive compensation designed as a long-term incentive to encourage
ownership and focus thinking on stockholder value.


 


RSU’s
are common stock equivalents and represent the right to receive an equivalent
number of shares of Deere & Company (Company) $1 par common stock (Common
Stock) if and when certain vesting and retention requirements, as detailed
below, are satisfied.


 


Individual awards are
determined by the Deere & Company Board of Directors Compensation
Committee (Committee).


 


Your RSU’s are subject to
the following provisions:


 


  (1)               Restriction Period. Except as provided in paragraph (5) below,
your RSU’s will vest on the third anniversary of the grant date.  Once vested, you are required to hold your
RSU’s until the first business day of the later of the January or July following
your “separation from service” within the meaning of Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”), whether by retirement
or other termination of employment (the “Settlement Date”).  The period beginning on the grant date and
third anniversary thereof is referred to as the “Vesting Period,” and the
period beginning on the grant date and ending on the Settlement Date is
referred to as the “Restriction Period.”


 


When
the Restriction Period expires, you will receive a certificate for the shares
of common stock represented by your RSU’s (net of any shares withheld for
taxes), and your RSU’s will terminate.


 


You may not sell,
transfer, gift, pledge, assign or otherwise alienate the RSU’s while they are
subject to the vesting or retention restrictions. Any attempt to do so contrary
to the provisions hereof shall be null and void.


 


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  (2)                Deferral Election.  Notwithstanding paragraph (1) above, you
may irrevocably elect to defer the delivery of shares of Common Stock
that would otherwise be due by virtue of the expiration of the Restriction
Period set forth in paragraph (1) above. 
Any deferral election received after the date that is twelve months
prior to your retirement or termination of employment shall be null and void
and of no effect.


 


If
such a deferral election is made, the RSU’s will be converted to shares of
Common Stock upon the first business day coincident with or next following the
fifth (or later, if elected) anniversary of the Settlement Date (the “Deferred
Settlement Date”).  The latest allowable
deferral date is the tenth anniversary of the Settlement Date.  The effect of making a deferral election is
that the conversion to shares of Common Stock will be deferred for five years (or
possibly up to ten years, if elected) from the date the conversion would have
occurred but for the election.  Deferral
election forms may be obtained from and returned to the Manager, Executive
Compensation, Deere & Company.


 


The actual
delivery of share certificates (net of any shares withheld for taxes) will be made
to you on the Deferred Settlement Date. 
The RSU’s shall be retained by you until the Deferred Settlement Date and
shall be non-transferable prior to conversion.


 


  (3)               Voting Rights. You have no voting rights with respect
to the RSU’s.


 


  (4)               Dividends and Other Distributions. You are entitled to receive cash
payments on the RSU’s equal to any cash dividends paid during the Restriction Period
with respect to the corresponding number of shares of Common Stock.  Dividend equivalents shall be paid in cash at
the same time as cash dividends are paid with respect to Common Stock.  If any stock dividends are paid in shares of
Common Stock during the Restriction Period, you will receive additional RSU’s
equal to the number of Common Stock shares paid with respect to the
corresponding number of shares of Common Stock. 
These additional RSUs will convert to shares of Common Stock at the same
time as the underlying RSUs to which they relate.


 


  (5)               Termination of Employment. If you separate from service during the
Vesting Period due to disability or retirement pursuant to the John Deere
Pension Plan for Salaried Employees or any successor plan, then, subject to
paragraph (6) and (7) below, your RSU’s will continue to vest over
the Vesting Period and will be converted into shares of Common Stock on the
third anniversary of the grant date.


 


Following
a separation from service due to disability or retirement, if you die during the
Vesting Period, then, subject to paragraph (6) and (7) below, any
unvested RSU’s will vest on the first business day in January following
your death, at which time the RSU’s shall be converted to shares of Common Stock
notwithstanding any deferral election.


 


If you die during the
Vesting Period, a prorated number of the RSU’s will vest based on the number of
full months employed after the grant date divided by 36 months. The remaining
unvested RSU’s will be forfeited. The retention restrictions will lapse on the
first business day in January following your death, at which time the
vested RSUs shall be converted to shares of Common Stock notwithstanding any
deferral election.


 


If you separate
from service due to your termination for cause, or for any other reasons not
specifically mentioned herein, all unvested RSU’s held by you at that
time shall be forfeited by you.


 


The Committee may,
at its sole discretion, waive any automatic forfeiture provisions or apply new
restrictions to the RSU’s.  There shall be
no acceleration of the lapse of 


 


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restrictions or
deferral of conversions of RSU’s except as would not result in the imposition
on any person of additional taxes, penalties or interest under Section 409A
of the Internal Revenue Code or by regulations of the Secretary of the United
States Treasury.


 


  (6)               Non-Compete Condition. In the event that your employment
terminates during the 36 month vesting period of the RSU’s with the consent of
the Committee or by reason of retirement or disability, your rights to the
continued vesting of the RSU’s shall be subject to the conditions that until
the RSU’s vest, you shall (a) not engage, either directly or indirectly,
in any manner or capacity as advisor, principal, agent, partner, officer,
director, employee, member of any association or otherwise, in any business or
activity which is at the time competitive with any business or activity
conducted by the Company and (b) be available, except in the event of your
death, at reasonable times for consultations (which shall not require
substantial time or effort) at the request of the Company’s management with
respect to phases of the business with which you were actively connected during
employment, but such consultations shall not (except if your place of active
service was outside of the United States) be required to be performed at any
place or places outside of the United States of America or during usual
vacation periods or periods of illness or other incapacity. In the event that
either of the above conditions is not fulfilled, you shall forfeit all rights
to any unvested RSU’s, held on the date of the breach of the condition. Any
determination by the Committee, which shall act upon the recommendation of the
Chairman, that you are, or have, engaged in a competitive business or activity
as aforesaid or have not been available for consultations as aforesaid shall be
conclusive.


 


  (7)               Executive Incentive Compensation Recoupment
Condition. This
award and prior and future Incentive Compensation (as defined in the Policy) is
subject to and conditioned on your agreement to the terms of the Company’s
Executive Incentive Compensation Recoupment Policy, as amended from time to
time, or any successor policy thereto (the “Policy”).


 


  (8)               Conformity with Plan. Your RSU’s award is issued pursuant to Section 5.1
(Other Awards) of the Plan and is intended to conform in all respects with the
Plan. Inconsistencies between this letter and the Plan shall be resolved in
accordance with the terms of the Plan. By executing and returning the enclosed
copy of this letter, you agree to be bound by all the terms of the Plan and
restrictions contained in this letter. All definitions stated in the Plan shall
be fully applicable to this letter.


 


  (9)               Amendment. This Agreement may be amended only by a
writing executed by the Company and you that specifically states that it is
amending this Agreement. Notwithstanding the foregoing, this Agreement may be
amended solely by the Committee by a writing which specifically states that it
is amending this Agreement, so long as a copy of such amendment is delivered to
you, and provided that no such amendment adversely affecting your rights
hereunder may be made without your written consent. Without limiting the
foregoing, the Committee reserves the right to change, by written notice to
you, the provisions of the RSU’s or this Agreement in any way it may deem
necessary or advisable to carry out the purpose of the grant as a result of any
change in applicable laws or regulations or any future law, regulation, ruling,
or judicial decision, provided that any such change shall be applicable only to
RSU’s which are then subject to restrictions as provided herein.


 


  (10)         Severability. If all or any part of this Agreement or
the Plan is declared by any court or governmental authority to be unlawful or
invalid, such unlawfulness or invalidity shall not invalidate any portion of
this Agreement or the Plan not declared to be unlawful or invalid. Any part of
this Agreement so declared to be unlawful or invalid shall, if possible, be 


 


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construed
in a manner that will give effect to the terms thereof to the fullest extent
possible while remaining lawful and valid.


 


(11)               No Employment Rights. Nothing herein confers any right or
obligation on you to continue in the employ of the Company or any Subsidiary,
nor shall this document affect in any way your right or the right of the
Company or any Subsidiary, as the case may be, to terminate your employment at
any time.


 


(12)               Change of Control Events.  For purposes of
Article VII of the Plan as it applies to the RSU’s awarded in this letter,
notwithstanding the definitions in Article VII, a “Change of Control” and “Potential
Change of Control” shall have the meanings assigned to “Change in Control
Events” under Section 409A of the Internal Revenue Code and related
regulations of the Secretary of the United States Treasury.  Article VII of the Plan shall be
administered with respect to the RSU’s so that it complies in all respects with
Section 409A and related regulations.


 


Please execute this letter in the
space provided to confirm your understanding and acceptance of this letter
agreement. You may make a photocopy for your records if you wish.


 


	
   

  	
   

  	
  DEERE &
  COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  M.B.
  Hornbuckle

  
	
   

  	
   

  	
  Vice
  President, Human Resources

  



 


 


The undersigned hereby
acknowledges having read the Plan, the Policy and this letter, and hereby
agrees to be bound by all the provisions set forth in the Plan, the Policy and
this letter.


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Participant Name

  



 


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