EXHIBIT 10.12


 


[Date]


 


«Name»


«Address1»


«Address2»


«City», «State»  «Zip»


«Country»


 


Dear
«nickname»:


 


I am pleased to advise
you that on [Date] (the “grant date”) you were awarded [                ]
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.


 


In
addition, you are required to hold your RSU’s until the earlier of:


 


(i) 
the fifth anniversary of the grant date; or


 


(ii) the
first business day in the later of the January or July following your
retirement or termination of employment.


 


When
the vesting and retention restrictions on your RSU’s lapse, 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. On or prior to the earlier of:


 


(i) the
fourth anniversary of the date of grant of the RSU’s; or


 


(ii) the
date that is twelve months prior to your retirement or termination of
employment,


 


you
may irrevocably elect to defer the delivery of the shares of Common
Stock that would otherwise be due by virtue of the lapse of the retention
restriction set forth in paragraph (1) above.  Any deferral election received after the
earlier of the above dates shall be null and void and of no effect.


 


If
such deferral election is made, the RSU’s will be converted to shares of Common
Stock upon the earlier of:


 


(i)    the tenth (or
later, if elected) anniversary of the grant date; or


 


(ii)   five years after
the first business day in the later of the January or July following
your retirement or termination of employment.


 


Making
the deferral election will defer the conversion for five years (or possibly
more, 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 Director, Compensation and Benefits, Deere &
Company.


 


The
share certificate (net of any shares withheld for taxes) will be delivered to
you as soon as practicable thereafter. 
The RSU’s shall be retained by you 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. 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.


 


  (5)     Termination of Employment. If you terminate employment
during the vesting period due to disability or retirement pursuant to the John
Deere Pension Plan for Salaried Employees or any successor plan, subject to
paragraph (6) below, the RSU’s will continue to vest over the three-year
period from the date of grant.


 


If
your employment terminates during the vesting period due to death, 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
your employment terminates 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.


 


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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 restrictions or deferral of conversions of RSU’s except as permitted by 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)     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.


 


  (8)     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.


 


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


 


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(10)     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.


 


(11)     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:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
          [Name]

  
	
   

  	
          [Title]

  



 


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.


 


	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
          «Name»

  



 


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