Exhibit 10.13


 


	
  

  	
   

  	
  Deere &
  Company World Headquarters

  One John Deere Place, Moline, IL 61265 USA

  



 


 


[Date]


 


 


Director
Name


Address


 


 


Dear                       :


 


I am pleased to advise
you that on [Date] (Grant Date) you were awarded            Restricted Stock Units (RSUs) pursuant to the
Deere & Company Nonemployee Director Stock Ownership Plan (Plan). This
award consists of the regular annual award of RSUs equivalent to $100,000 with
the number of RSUs based on the mean of the high and low price of Deere &
Company stock on [Date]. Please note that your
signature is required at the bottom of page two of this letter agreement.


 


Participation in the Plan
is limited to members of the Deere & Company (Deere) Board of
Directors who are not currently employees of Deere. It is designed to encourage
your personal interest in Deere growth and focus on stockholder value.


 


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


 


Your RSUs are subject to
the following provisions:


 


(1)                      Restrictions. You may not sell, pledge, assign,
transfer, gift, otherwise alienate, or hypothecate the RSUs prior to their
settlement in Stock.


 


(2)                      Settlement of RSUs. RSUs will be settled exclusively by
delivery of Stock (net of any shares withheld for taxes) upon your separation
from service with Deere (Separation Date), upon your death, or upon a Change in
Control. When the RSUs settle, you will receive a stock certificate for the Stock.
Termination of Board membership for cause or for reasons other than normal
retirement, disability or death will result in forfeiture of all RSUs.


 


(3)                      Deferral Election. 
Notwithstanding paragraph (2) above, if prior to the last business
day of the calendar year preceding the Grant Date you elected to defer delivery
of the Stock, the RSUs will be settled in shares of Stock upon the later of
your Separation Date or the first day of the calendar month specified in your
deferral election (but not later than 10 years following your Separation Date)
(Deferred Settlement Date).  Deferral
election forms may be obtained from and returned to the Manager, Equity
Compensation, Deere & Company no later than the last business day of
the calendar year preceding the Grant Date set forth above.


 


If
you made a deferral election, the actual delivery of Stock 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 settlement.


 


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  (4)                Voting Rights. You have no voting rights with respect
to the RSUs.


 


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


 


(6)                      Conformity with Plan. Your RSU award is intended to conform in
all respects with the Plan. Inconsistencies between this letter and the Plan
will be resolved in accordance with the terms of the Plan. By executing and
returning this letter, you agree to be bound by all the terms of the Plan and
this letter.


 


Please execute this
letter in the space provided to confirm your understanding and acceptance of
this letter agreement. Enclosed is a copy for your records.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  DEERE & COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  David C. Everitt

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  	
  Agricultural Division –
  N.A. Australia, Asia and

  
	
   

  	
   

  	
  Global Tractor and
  Implement Sourcing

  



 


 


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


 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Director
  Name]

  



 


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