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
69
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