THEN FROM AND
AFTER THE EFFECTIVE DATE OF SUCH LATER DESIGNATION, THE PARTICIPANT'S
PARTICIPATION DATE WILL BE SUCH EFFECTIVE DATE.
(W)
"PAYMENT DATE" SHALL HAVE THE MEANING ASCRIBED TO SUCH TERM IN
SECTION 5(A) HEREIN.
(X)
"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 PROVIDED IN SECTION 13(D).
(Y)
"POST-DIVESTITURE EMPLOYER" MEANS, IN THE CASE OF A PARTICIPANT
WHOSE EMPLOYMENT IS WITH AN ENTITY, BUSINESS UNIT OR DIVISION THAT IS THE
SUBJECT OF A DIVESTITURE AND WHO IMMEDIATELY FOLLOWING THE DIVESTITURE CONTINUES
TO BE EMPLOYED WITH SUCH ENTITY, BUSINESS UNIT OR DIVISION, THE PARTICIPANT'S
EMPLOYER IMMEDIATELY FOLLOWING THE DIVESTITURE (INCLUDING ALL ENTITIES THAT ARE
CONSIDERED TO BE A SINGLE EMPLOYER WITH SUCH PARTY UNDER THE DEFAULT PROVISIONS
IN TREASURY REGULATIONS SECTION 1.409A-1(H)).
(Z)
"POTENTIAL CHANGE IN CONTROL" OF THE COMPANY MEANS THE HAPPENING
OF ANY OF THE FOLLOWING:
(I)
THE ENTERING INTO AN AGREEMENT BY THE COMPANY, THE CONSUMMATION
OF WHICH WOULD RESULT IN A CHANGE IN CONTROL OF THE COMPANY AS DEFINED IN
SECTION 2(G) HEREOF; 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 FIFTEEN
PERCENT (15%) OR MORE OF THE COMBINED VOTING POWER OF THE COMPANY'S OUTSTANDING
SECURITIES AND THE ADOPTION BY THE BOARD OF A RESOLUTION TO THE EFFECT THAT A
POTENTIAL CHANGE IN CONTROL OF THE COMPANY HAS OCCURRED FOR PURPOSES OF THE
PROGRAM.
5
(AA)
"PROGRAM" MEANS THIS CHANGE IN CONTROL SEVERANCE PROGRAM OF DEERE &
COMPANY AND ITS SUBSIDIARIES, AS SUBSEQUENTLY AMENDED FROM TIME TO TIME.
(BB)
"RELEASE" SHALL HAVE THE MEANING ASCRIBED TO SUCH TERM IN SECTION 8
HEREIN.
(CC)
"RELEASE DEADLINE" SHALL HAVE THE MEANING ASCRIBED TO SUCH TERM IN
SECTION 8 HEREIN.
(DD)
"QUALIFYING TERMINATION" MEANS ANY OF THE EVENTS DESCRIBED IN
SECTION 4(B) HEREIN, THE OCCURRENCE OF WHICH TRIGGERS THE PAYMENT OF SEVERANCE
BENEFITS HEREUNDER.
(EE)
"SEC" MEANS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION.
(FF)
"SEVERANCE BENEFITS" MEANS THE PAYMENT OF SEVERANCE COMPENSATION
AS PROVIDED IN SECTION 4(D) HEREIN.
(GG)
"SUBSIDIARY" MEANS ANY CORPORATION OR OTHER ENTITY OF WHICH
OWNERSHIP INTERESTS HAVING ORDINARY VOTING POWER TO ELECT A MAJORITY OF THE
BOARD OF DIRECTORS OR OTHER PERSONS PERFORMING SIMILAR FUNCTIONS ARE AT THE TIME
DIRECTLY OR INDIRECTLY OWNED BY THE COMPANY.
(HH)
"TIER 1 PARTICIPANT" MEANS EACH PERSON WHO IS DESIGNATED BY THE
COMMITTEE AS A TIER 1 PARTICIPANT.
(II)
"TIER 2 PARTICIPANT" MEANS EACH PERSON WHO IS DESIGNATED BY THE
ADMINISTRATOR AS A TIER 2 PARTICIPANT.
(JJ)
"VOTING POWER" OF A CORPORATION OR OTHER ENTITY MEANS THE COMBINED
VOTING POWER OF THE THEN-OUTSTANDING VOTING SECURITIES OF SUCH CORPORATION OR
OTHER ENTITY ENTITLED TO VOTE GENERALLY IN THE ELECTION OF DIRECTORS.
(KK)
"409A AFFILIATE" MEANS ANY CORPORATION THAT IS INCLUDED