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0001206774-10-000025.txt : 20100113
0001206774-10-000025.hdr.sgml : 20100113
20100113093843
ACCESSION NUMBER: 0001206774-10-000025
CONFORMED SUBMISSION TYPE: DEF 14A
PUBLIC DOCUMENT COUNT: 12
CONFORMED PERIOD OF REPORT: 20100224
FILED AS OF DATE: 20100113
DATE AS OF CHANGE: 20100113
EFFECTIVENESS DATE: 20100113
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: DEERE & CO
CENTRAL INDEX KEY: 0000315189
STANDARD INDUSTRIAL CLASSIFICATION: FARM MACHINERY & EQUIPMENT [3523]
IRS NUMBER: 362382580
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1031
FILING VALUES:
FORM TYPE: DEF 14A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-04121
FILM NUMBER: 10524068
BUSINESS ADDRESS:
STREET 1: ONE JOHN DEERE PLACE
CITY: MOLINE
STATE: IL
ZIP: 61265-8098
BUSINESS PHONE: (309) 765-5688
MAIL ADDRESS:
STREET 1: ONE JOHN DEERE PLACE
CITY: MOLINE
STATE: IL
ZIP: 61265-8098
DEF 14A
1
deereandco_def14a.htm
DEFINITIVE PROXY STATEMENT
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section
14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
[x]
Filed by a Party other than the Registrant
[_]
Check the appropriate
box:
[_] Preliminary Proxy
Statement
[_] Soliciting Material Under
Rule
[_] Confidential, For Use of
the
14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[x]
Definitive Proxy Statement
[_] Definitive Additional
Materials
DEERE &
COMPANY
------------------------------------------------------------------------------------------------------------------------------------------------------
(Name of Registrant as Specified In Its
Charter)
------------------------------------------------------------------------------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy
Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the
appropriate box):
[x] No fee
required.
[_] Fee computed on table below per
Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of
securities to which transaction applies:
____________________________________________________________________________________
2) Aggregate number of securities to which transaction
applies:
3) Per
unit price or other underlying value of transaction computed
pursuant to Exchange Act
Rule 0-11 (set forth the
amount on which the filing
fee is calculated
and state how it was determined):
4) Proposed maximum aggregate value of
transaction:
____________________________________________________________________________________
5) Total fee paid:
[_]
Fee paid previously with preliminary materials:
[_] Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for
which
the offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the
form or
schedule and the date of its
filing.
____________________________________________________________________________________
1) Amount previously
paid:
____________________________________________________________________________________
2) Form, Schedule or
Registration Statement No.:
____________________________________________________________________________________
3) Filing Party:
____________________________________________________________________________________
4) Date Filed:
DEERE &
COMPANY
One John Deere Place
Moline,
Illinois 61265
___________________________
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
February 24, 2010
Deeres annual stockholders meeting will
be held on Wednesday, February 24, 2010, at 10:00 a.m. Central Standard Time at
Deeres headquarters at One John Deere Place, Moline in Rock Island County,
Illinois. You can find directions to our headquarters on the back cover of the
Proxy Statement. At the annual meeting, stockholders will be asked
to:
|
1. |
|
Elect the following
directors (see page 4); Samuel R. Allen Aulana L. Peters David B.
Speer |
|
|
|
2. |
|
Amend Deeres Restated
Certificate of Incorporation to declassify the Board and provide for
annual election of all directors (see
page 6); |
|
|
|
3. |
|
Amend the John Deere
Omnibus Equity and Incentive Plan (see
page 7); |
|
|
|
4. |
|
Re-approve the John
Deere Short-Term Incentive Bonus Plan (see page 15); |
|
|
|
5. |
|
Ratify the appointment
of Deloitte & Touche LLP as Deeres independent registered public accounting firm
for fiscal 2010 (see page
19); |
|
|
|
6. |
|
Vote on stockholder
proposals (see pages 20 to
28); and |
|
|
|
7. |
|
Consider any other
business properly brought before the meeting. |
You may vote at the meeting if you were a
Deere stockholder at the close of business on December 31, 2009.
To be sure that your shares are
properly represented at the meeting, whether you attend or not, please sign,
date and promptly mail the enclosed proxy card or voter instruction form in the
enclosed envelope, or vote through the telephone or Internet voting procedures
described on the proxy card or voter instruction form. If your shares are held in the name of a bank, broker or
other holder of record, telephone or Internet voting will be available to you
only if offered by them. Their procedures should be described on the voting form
they send to you.
YOUR VOTE IS
IMPORTANT
WE URGE YOU TO VOTE USING
TELEPHONE OR INTERNET VOTING, IF AVAILABLE TO YOU, OR BY SIGNING, DATING
AND RETURNING THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS
NECESSARY IF IT IS MAILED IN THE UNITED
STATES. |
Along with the attached Proxy Statement,
we are also sending you our 2009 annual report, which includes our financial
statements. Most of you can elect to view future proxy statements and annual
reports over the Internet instead of receiving paper copies in the mail. Please
refer to page 3 of the Proxy Statement and your proxy card for further
information.
|
For the Board of
Directors, |
|
|
|
![](geereandco_nps1x2x1.jpg) |
Moline,
Illinois |
GREGORY R. NOE |
January 13,
2010 |
Secretary |
|
PAGE |
Proxy Statement |
1 |
Annual
Report |
3 |
Electronic Delivery of Proxy Statement and Annual Report |
3 |
Householding
Information |
4 |
Election of Directors |
4 |
Company
Proposals |
6 |
Ratification of Independent Registered Public Accounting
Firm |
19 |
Fees Paid to the
Independent Registered Public Accounting Firm |
19 |
Stockholder Proposals |
20 |
Other
Matters |
29 |
Directors Continuing in Office |
29 |
Security
Ownership of Certain Beneficial Owners and Management |
31 |
Corporate Governance |
33 |
Committees |
35 |
Compensation of Directors |
40 |
Audit Review
Committee Report |
43 |
Compensation Discussion & Analysis (CD&A) |
45 |
Compensation
Committee Report |
68 |
Executive Compensation Tables |
69 |
Equity
Compensation Plan Information |
95 |
Stockholder Proposals and Nominations |
96 |
Cost of
Solicitation |
97 |
Appendix AAmendments to the Restated Certificate of Incorporation
to |
|
Declassify the Board |
A-1 |
Appendix BJohn
Deere Omnibus Equity and Incentive Plan |
|
(As Amended February 24,
2010) |
B-1 |
Appendix C John Deere Short-Term Incentive Bonus Plan |
|
(As Amended February 24,
2010) |
C-1 |
Appendix D
Director Independence Categorical Standards of Deere &
Company |
|
Corporate Governance
Policies |
D-1 |
Why am I receiving this proxy
statement?
Our Board of Directors (the
Board) is soliciting proxies for the 2010 annual meeting of stockholders. You
are receiving a proxy statement because you owned shares of Deere common stock
on December 31, 2009, and that entitles you to vote at the meeting. By use of a
proxy, you can vote whether or not you attend the meeting. This Proxy Statement
describes the matters on which we would like you to vote and provides
information on those matters so that you can make an informed decision.
The Notice of Annual Meeting, Proxy
Statement, proxy cards and voter instruction cards are being mailed to
stockholders on or about January 13, 2010.
What will I be voting
on?
- Election of directors (see page 4);
- Deeres proposal for amendments to its Restated
Certificate of Incorporation to declassify the Board and provide for annual election of all directors (see page 6);
- Deeres proposal for amendments to the John Deere
Omnibus Equity and Incentive Plan (see page
7);
- Deeres proposal for re-approval of the John Deere
Short-Term Incentive Bonus Plan (see page
15);
- Ratification of the independent registered public
accounting firm (see page
19);
- Stockholder proposal limiting the CEOs
compensation to no more than three times the average of the other Named Executive Officers; (see page 20);
- Stockholder proposal for an annual advisory vote
on executive compensation (see page
23); and
- Stockholder proposal for separation of CEO and
Chairman responsibilities (see page
25).
How do I
vote?
You can vote either
in person
at the annual meeting or by
proxy without attending the annual meeting.
We urge you to vote by proxy even if you plan to attend the annual meeting so
that we will know as soon as possible that enough votes will be present for us
to hold the meeting. If you attend the meeting in person, you may vote at the
meeting and your proxy will not be counted.
Follow the instructions on your voting
instruction form or the enclosed proxy card. Telephone and Internet voting is
available to all registered and most beneficial holders.
Stockholders voting by proxy may use one
of the following three options:
- filling out the enclosed voter instruction form or proxy card, signing it and mailing it in the enclosed postage-paid envelope;
- voting by Internet (if available, instructions
are on the voter instruction form or proxy card); or
- voting by telephone (if available,
instructions are on the voter instruction form or proxy card).
If you hold your shares in street name,
please refer to the information forwarded by your bank, broker or other holder
of record to see which options are available to you.
The telephone and Internet voting
facilities for stockholders will close at 11:59 p.m. Eastern Standard Time on
February 23, 2010. If you vote over the Internet, you may incur costs, such as
telephone and Internet access charges, for which you will be responsible. The
telephone and Internet voting procedures are designed to authenticate
stockholders and to allow you to confirm that your instructions have been
properly recorded.
If you hold shares through one of our
employee savings plans, your vote must be received by the plan administrator by
February 19, 2010, or the shares represented by the card will not be
voted.
Can I change my
vote?
Yes. At any time before your
proxy is voted, you may change your vote by:
- revoking it by written notice to our Secretary at
the address on the cover of this Proxy Statement;
- delivering a later-dated proxy (including a
telephone or Internet vote); or
- voting in person at the meeting.
1
If you hold your shares in street name,
please refer to the information forwarded by your bank, broker or other holder
of record for procedures on revoking or changing your proxy.
How many votes do I
have?
You will have one vote for every
share of Deere common stock that you owned on December 31, 2009.
How many shares are entitled to
vote?
There are 422,627,513 shares of
Deere common stock outstanding and entitled to vote at the meeting. Each share
is entitled to one vote. There is no cumulative voting.
How many votes must be present to
hold the meeting?
Under our Bylaws, a
majority of the votes that can be cast must be present, in person or by proxy,
to hold the annual meeting.
How many votes are needed for the
proposals to pass?
- Nominees for director who receive the majority of
votes cast will be elected as a director. The number of shares voted for a
nominee must exceed the number of votes against that nominee. In the event
the number of nominees exceeds the number of directors to be elected, the
nominees who receive the most votes will be elected as directors.
- The affirmative vote of a majority of the shares
outstanding must be cast in favor of amending our Certificate of Incorporation
to declassify the Board and provide for the annual election of all
directors.
- The affirmative vote of a majority of the shares
present in person or by proxy must be cast in favor of amending the John Deere
Omnibus Equity and Incentive Plan and the John Deere Short-Term Incentive
Bonus Plan.
- The affirmative vote of a majority of the shares
present in person or by proxy must be cast in favor of the ratification of the
appointment of the independent registered public accounting firm.
- The affirmative vote of a majority of the shares
present in person or by proxy must be cast in favor of each of the stockholder
proposals.
What if I vote
abstain?
A vote to abstain on the
election of directors will have no
effect on the outcome. A vote to abstain on
the other proposals will have the effect of a vote against.
If you vote abstain, your shares will be
counted as present for purposes of determining whether enough votes are present
to hold the annual meeting.
What if I dont return my proxy card
and dont attend the annual meeting?
If you are a holder of record (that is, your shares are registered in
your own name with our transfer agent) and you dont vote your shares, your
shares will not be voted.
Under rules of the New York Stock Exchange
(NYSE), if you hold your shares in street name, and you do not give your
bank, broker or other holder of record specific voting instructions for your
shares, your record holder can vote your shares on the ratification of the
independent registered public accounting firm and the companys proposal for
amending our Restated Certificate of Incorporation to declassify the
Board.
However, your record holder cannot vote
your shares without your specific instructions on the election of directors,
approval of the amendments to the John Deere Omnibus Equity and Incentive Plan,
and the re-approval of the John Deere Short-Term Incentive Bonus Plan. In
addition, your record holder cannot vote your shares without your specific
instructions for the three stockholder proposals.
2
For the aforementioned proposals for which
a broker cannot vote without your instruction, if you do not provide voting
instructions to your broker on such proposals, the votes will be considered
broker non-votes and will not be counted in determining the outcome of the
vote. Broker non-votes will be counted as present for purposes of determining
whether enough votes are present to hold the annual meeting.
What happens if a nominee for
director declines or is unable to accept election?
If you vote by proxy, and if unforeseen circumstances make it
necessary for the Board to substitute another person for a nominee, we will vote
your shares for that other person.
Is my vote
confidential?
Yes. Your voting records
will not be disclosed to us except:
- as required by law;
- to the inspectors of voting; or
- if the election is contested.
The tabulator, the proxy solicitation
agent and the inspectors of voting must comply with confidentiality guidelines
that prohibit disclosure of votes to Deere. The tabulator of the votes and at
least one of the inspectors of voting will be independent of Deere and our
officers and directors.
If you are a holder of record or an
employee savings plan participant, and you write comments on your proxy card,
your comments will be provided to us, but your vote will remain
confidential.
Will I receive a copy of Deeres
annual report?
Unless you have
previously elected to view our annual reports over the Internet, we have mailed
you our Annual Report for the year ended October 31, 2009, with this Proxy
Statement. The Annual Report includes our audited financial statements, along
with other financial information, and we urge you to read it
carefully.
How can I receive a copy of Deeres
10-K?
You can obtain, free of charge,
a copy of our Annual Report on Form 10-K for the year ended October 31, 2009,
by:
- accessing our Internet site at
www.JohnDeere.com/stock; or
- writing to:
Deere &
Company
Stockholder
Relations
One John Deere
Place
Moline, Illinois
61265-8098
You can also obtain a copy of our Form
10-K and other periodic filings with the Securities and Exchange Commission
(SEC) from the SECs EDGAR database at www.sec.gov.
ELECTRONIC DELIVERY OF
PROXY STATEMENT AND ANNUAL REPORT |
Can I access Deeres proxy materials
and annual report electronically?
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to be Held on February 24, 2010.
The Proxy Statement and Annual Report
to security holders are available on our Internet site at
www.JohnDeere.com/stock.
Most stockholders can elect to view future
proxy statements and annual reports over the Internet instead of receiving paper
copies in the mail.
3
You can choose this option and save us the
cost of producing and mailing these documents by:
- following the instructions provided on your proxy
card or voter instruction form;
- following the instructions provided when you vote
over the Internet; or
- going to http://enroll.icsdelivery.com/de and
following the instructions provided.
If you choose to view future proxy
statements and annual reports over the Internet, you will receive an e-mail
message next year containing the Internet address to use to access our proxy
statement and annual report. The e-mail also will include instructions for
voting over the Internet. You will have the opportunity to opt out at any time
by following the instructions at http://enroll.icsdelivery.com/de. Unless you
subsequently elect to opt out, future notices will be available through Internet
access. You do not have to re-elect Internet access each year.
What is
householding?
We have adopted a
procedure called householding, which has been approved by the SEC. Under this
procedure, a single copy of the Annual Report and Proxy Statement will be sent
to any household at which two or more stockholders reside if they appear to be
members of the same family, unless one of the stockholders at that address
notifies us that they wish to receive individual copies. This procedure reduces
our printing costs and fees.
Stockholders who participate in
householding will continue to receive separate proxy cards.
Householding will not affect dividend
check mailings in any way.
If a single copy of the Annual Report and
Proxy Statement was delivered to an address that you share with another
stockholder, we will promptly deliver a separate copy if you make a written or
oral request to Deere & Company Stockholder Relations, One John Deere Place,
Moline, Illinois 61265-8098, (309) 765-4539.
How do I revoke my consent to the
householding program?
If you are a
holder of record and share an address and last name with one or more other
holders of record, and you wish to continue to receive separate annual reports,
proxy statements and other disclosure documents, you must revoke your consent by
contacting Broadridge Financial Solutions, Inc. (Broadridge), either by
calling toll free at (800) 542-1061 or by writing to Broadridge, Householding
Department, 51 Mercedes Way, Edgewood, New York 11717. You will be removed from
the householding program within 30 days of receipt of the revocation of your
consent.
A number of brokerage firms have
instituted householding. If you hold your shares in street name, please
contact your bank, broker or other holder of record to request information about
householding.
Samuel R. Allen, Aulana L. Peters, and
David B. Speer are to be elected for terms expiring at the annual meeting in
2013.
The Corporate Governance Committee of the
Board recommended these individuals to the Board and the Board nominated
them.
Each nominees age, present position,
principal occupations during the past five or more years, positions with Deere
and directorships in other companies appear below.
Mr. Samuel R. Allen was appointed to the
Board during 2009 for a term expiring at the annual meeting in 2010.
Mr. Robert W. Lanes current term on the
Board of Directors will expire following the annual meeting on February 24,
2010, at which time the size of the Board will be decreased
accordingly.
4
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE
FOR ALL THREE NOMINEES. |
Name and Age
at |
|
Present
Position, Principal Occupations during the Past Five or
More |
December 31, 2009 |
|
Years, Positions with Deere and
Other Directorships |
Samuel R. Allen Age
56 |
|
President and Chief Executive Officer of
Deere
- President and Chief Executive Officer of
Deere since August 2009
- President and Chief Operating Officer of
Deere June 2009 to August 2009
- President, Worldwide Construction &
Forestry Division and John Deere Power Systems
of Deere March 2005 to June 2009
- President, Global Financial Services, John
Deere Power Systems and Corporate Human
Resources of Deere November 2003 to March 2005
- Director of Deere since June
2009
|
|
Aulana L. Peters Age
68 |
|
Retired Partner of Gibson, Dunn &
Crutcher LLP since 2000
- Retired Partner of Gibson, Dunn &
Crutcher LLP (law firm) since 2000
- Member of the International Public Interest
Oversight Board for auditing, ethics and
accounting education standards since February 2005
- Member of the Public Oversight Board of the
American Institute of Certified Public
Accountants - January 2001 to March 2002
- Commissioner of the Securities and Exchange
Commission - 1984 to 1988
- Director of Deere since 2002. Member of
Audit Review and Corporate Governance
Committees
- Other directorships: 3M Company and Northrop Grumman
Corporation
|
|
David B.
Speer Age 58 |
|
Chairman and Chief Executive Officer
of Illinois Tool Works Inc.
- Chairman and Chief Executive Officer of
Illinois Tool Works Inc. (engineered components,
industrial systems and consumables) since May 2006
- Chief Executive Officer and President of
Illinois Tool Works Inc. - August 2005 to May
2006
- President of Illinois Tool Works Inc. -
August 2004 to August 2005
- Executive Vice President of Illinois Tool
Works Inc. - October 1995 to August
2004
- Director of Deere since November, 2008.
Member of Compensation and Pension Plan
Oversight Committees
- Other directorships: Illinois Tool Works
Inc. and Rockwell Automation, Inc.
|
5
COMPANY PROPOSAL #1APPROVAL OF
AMENDMENTS TO RESTATED
CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD
AND
PROVIDE FOR ANNUAL ELECTION OF ALL
DIRECTORS
After careful consideration and upon the
recommendation of the Boards Corporate Governance Committee, which is comprised
entirely of independent directors, the Board has unanimously determined that it
would be in the best interests of Deere and its stockholders to amend Deeres
Restated Certificate of Incorporation to declassify the Board and provide for
the annual election of all directors, as described below. The Board recommends
that Deeres stockholders vote FOR approval of this amendment to the Restated
Certificate of Incorporation.
Article Sixth of the current Restated
Certificate of Incorporation provides that the Board shall be divided into three
classes, each class consisting, as nearly as may be possible, of one-third of
the total number of directors constituting the entire Board, and members of each
class are elected to serve for staggered three-year terms.
The Board has approved, and recommends for
approval by Deere stockholders, the proposed amendment to the Restated
Certificate of Incorporation that would provide, if approved by Deere
stockholders, for the elimination of the classified structure of the Board
through the election of directors whose terms are expiring for one-year terms.
As the amendment would not shorten the existing term of a director, the
directors who have been elected to three-year terms prior to the effectiveness
of the amendment (including directors elected at this annual meeting) will
complete those terms. Beginning with the 2013 annual meeting, the entire Board
will be elected annually. Directors elected by the Board to fill vacancies would
serve only until the next election of directors by the stockholders or until a
directors earlier resignation or removal. In accordance with Delaware law, the
directors who are elected to the Board after this annual meeting may be removed
by stockholders with or without cause.
In the 2009 Deere & Company Proxy
Statement, the Board supported the shareholder proposal for annual election of
directors. In determining whether to recommend declassification as described
above, the Board and the Boards Corporate Governance Committee carefully
reviewed once again the various arguments for and against a classified board
structure. The Board and the Boards Corporate Governance Committee recognize
that a classified structure may offer several advantages, such as promoting
board continuity and stability and facilitating the Boards ability to focus on
Deeres strategic planning and performance. The Board and the Boards Corporate
Governance Committee, however, also recognize that some investors favor annual
elections and consider adoption of a declassified board structure an emerging
corporate governance best practice trend.
Upon further consideration of such
matters, including the vote of the Deere stockholders at the last annual meeting
on the proposal relating to this matter and the Boards belief that such action
would support Deeres ongoing effort to adopt best practices in corporate
governance, the Board, upon recommendation of the Boards Corporate Governance
Committee, unanimously determined to approve the proposed amendment and to
recommend its adoption by stockholders.
To implement the proposal, Deere
stockholders are being asked to vote in favor of amending Article Sixth and
Section 2.74 of Article Fourth of Deeres Restated Certificate of Incorporation.
The amendments are attached as Appendix A.
If Deeres stockholders approve the
proposed amendments, the amendments will become legally effective upon the
filing of a certificate of amendment to Deeres Restated Certificate of
Incorporation with the Delaware Secretary of State. Deere would make that filing
shortly after this annual meeting.
6
If Deeres stockholders do not approve the
proposed amendments, the Board will remain classified. The Board has also
approved conforming amendments to Deeres Bylaws, which will become effective
upon the filing of the certificate of amendment.
In order to be approved, the affirmative
vote of a majority of the shares outstanding must be cast in favor of this
proposal. An abstention or a broker non-vote will have the same effect as a vote
against this proposal.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE
FOR THE AMENDMENTS TO THE RESTATED CERTIFICATE OF INCORPORATION TO
DECLASSIFY THE BOARD. |
COMPANY PROPOSAL #2AMENDMENTS TO THE
JOHN DEERE OMNIBUS
EQUITY AND INCENTIVE PLAN
Summary of the
Proposal
The Board of Directors has amended the
John Deere Omnibus Equity and Incentive Plan (referred to in this section of the
proxy statement as the Plan). The amendments were recommended to the Board by
its Compensation Committee (the Committee) and are subject to the approval of
our stockholders. We are asking our stockholders to approve the following
amendments to the Plan:
- Increase by 13,000,000 the number of shares
authorized for making awards under the
plan;
- Extend the period during which we may make grants
to eligible employees to December 31, 2015;
and
- Revise the plan amendment provisions to align with
the stockholder approval rules of the New York
Stock Exchange.
If our stockholders fail to approve the
foregoing amendments to the Plan, the amendments will not be given effect, and
the Plan will continue as in effect prior to amendment. Stockholder approval of
the Plan as amended will also constitute approval of the material terms of the
performance goals contained in the Plan for purposes of enabling Deere to meet
the requirements under Section 162(m) of the Internal Revenue Code (Section
162(m)) for tax deductibility of amounts paid under the Plan to certain of
Deeres executive officers.
A copy of the Plan as amended is attached
as Appendix B to this Proxy Statement. The description that follows is qualified
in its entirety by reference to the full text of the Plan as set forth in
Appendix B.
Our stockholders originally approved the
Plan in 2000 and approved amendments to the Plan in 2003 and 2006. The Plan
allows us to grant our salaried employees a range of compensation awards based
on or related to Deere common stock, including stock options, stock appreciation
rights, restricted stock or stock units, performance awards and substitute
awards. Employees may lose certain of their awards unless they meet performance
goals or restrictions are removed. We may use previously unissued common stock
or common stock held in treasury for awards under the Plan.
The Plan initially reserved 19,000,000
shares of common stock plus approximately 9,800,000 unused shares authorized
under prior plans. The amendments approved in 2003 and 2006 authorized an
additional 34,500,000 shares for grants of options and stock appreciation
rights.
As of December 31, 2009,
approximately 6,400,000 shares remained available for new awards under the
Plan. The closing market price for Deere common stock on December 31, 2009 was
$54.09.
7
The amendments authorize an
additional 13,000,000 shares for awards under the Plan (representing
approximately 3% of all currently outstanding shares of Deere common stock.)
Consistent with existing Plan provisions, the number of shares authorized for
the Plan will be reduced by approximately 2.5 shares for each share awarded for
full value awards, such as restricted stock, restricted stock units and
performance awards. Generally, full value awards are any awards other than stock
options and stock appreciation rights. The number of authorized shares is
reduced by a greater amount in recognition of the greater initial value of these
types of awards.
The Plan is currently scheduled to expire
on December 31, 2011. The amendments extend the term of the Plan by four years,
until December 31, 2015.
The Plan currently requires stockholder
approval (to the extent required by law, agreement or stock exchange rules) of
amendments that increase the amount of common stock authorized for the Plan,
modify eligibility requirements, materially increase Plan benefits, or extend
the term of the Plan. In alignment with rules of the New York Stock Exchange,
the Plan as amended will require stockholder approval (to the extent required by
law, agreement or stock exchange rules) of amendments that:
- materially increase the amount of common stock
authorized for Plan awards;
- materially expand the class of employees eligible
to participate;
- materially expand the types of awards
available;
- materially extend the term of the Plan;
- materially change the method of determining the
strike price of options; or
- delete or limit provisions prohibiting repricing
of stock options.
The amendments will enable us to continue
an equity-based long-term incentive program that has been in effect since 1960.
The Board of Directors believes that the program and the Plan have helped Deere
compete for, motivate and retain high caliber executive, administrative and
professional employees. The Board believes that it is in the best interests of
Deere and its stockholders to amend the Plan as proposed. Consistent with our
compensation objectives, rewards under the Plan depend on those factors which
directly benefit our stockholders: dividends paid and appreciation in the market
value of our common stock.
The affirmative vote of a majority of the
shares present in person or by proxy and entitled to vote at the meeting is
required to approve the proposed amendments to the Plan.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR
THE AMENDMENTS TO THE OMNIBUS EQUITY AND INCENTIVE
PLAN |
Principal Features of the
Plan
We describe below the other principal
terms of the Plan.
Administration |
|
The Committee (or a
subcommittee of the Committee) administers the Plan. The Committee is
responsible for interpreting and administering the Plan and for selecting
those salaried employees (including executive officers) who will receive
awards. The Committee may delegate any of its authority under the Plan to
other persons, including officers of Deere (the Company), except for its
authority to amend, suspend or terminate the Plan and as prohibited by law
or regulation. |
8
Eligibility and Participation |
|
Salaried employees, including
executive officers, of Deere and its subsidiaries are eligible to receive
awards under the Plan. The Committee, in its discretion, selects those
eligible employees who will receive awards. Deere is not obligated to make
awards under the Plan at any time. During the fiscal year ended October
31, 2009, we granted options under the Plan covering 4,603,709 shares to
733 employees and restricted stock units equivalent to 330,079 shares to
23 executives. In December 2009, we granted options under the Plan
covering 4,051,808 shares to 770 employees and granted
restricted stock units equivalent to 153,319 shares to 23 executives.
We cannot at this time identify the
class of persons to whom we will grant awards in the future, nor can we
state the form or value of any future awards. |
|
|
|
Individual Limits |
|
During any fiscal year,
no executive officer may receive awards of stock options and stock
appreciation rights covering more than 0.5% of the total number of Deere
shares outstanding at the beginning of the fiscal year in which the
amendments to the Plan are approved by the Companys stockholders
(2,116,212 shares if the amendments are approved by stockholders at the
February 2010 meeting). In addition, no executive officer may receive more
than the equivalent of 600,000 shares of our common stock in any fiscal
year pursuant to performance awards, restricted stock awards and
restricted stock equivalent awards. |
|
|
|
Options
and Stock Appreciation Rights |
|
The per share exercise price of
options granted under the Plan may not be less than the fair market value
of a share of Deere common stock on the date of grant. The exercise price
may not be modified once it is established except pursuant to
anti-dilution adjustments (see Amendment and Adjustment below). For
purposes of the Plan, the fair market value of a share on any date is the
average of the highest and lowest sale prices on the New York Stock
Exchange during regular trading hours on that date (or the last date on
which this information was reported). With certain exceptions, optionees
may pay the exercise price of options in cash, in Deere common stock, in a
combination of cash and stock, through a cashless exercise program or
through a net share settlement procedure established by the
Committee.
The Committee may designate options
awarded under the Plan as incentive stock options (ISOs), a type of
option authorized under the Internal Revenue Code. Options not designated
as ISOs are referred to as nonqualified options. In recent years, Deere
has issued only nonqualified options.
The Plan also authorizes the
Committee to grant stock appreciation rights. A stock appreciation right
entitles the grantee to receive, upon exercise of the right, an amount
equal to the excess of (a) the fair market value on the exercise date of a
specified number of shares of Deere common stock, minus (b) the exercise
price of the right. The exercise price may not be less than the fair
market value of Deere common stock on the date the right is granted. We
may pay the amount due to the holder of a stock appreciation right in
Deere common stock, in cash or in a combination of cash and stock. Stock
appreciation rights may be either unrelated to a stock option or may be
alternative to (in tandem with) an
option. |
9
|
|
The date when stock options and
stock appreciation rights first become exercisable must be at least six
months after the date of grant. Options and stock appreciation rights may
have a term of up to ten years. Dividends may not be paid or accrued on
unexercised options or stock appreciation rights.
Options and stock appreciation
rights generally remain exercisable for a limited time following
termination of employment due to death, disability, retirement or with the
consent of the Committee. Upon any other kind of termination, options and
stock appreciation rights immediately expire.
Except in connection with certain
corporate transactions, the exercise and base prices of options and stock
appreciation rights may not be lowered and out-of-the-money options and
rights may not be repurchased or exchanged without stockholder
approval. |
|
|
|
Performance Awards |
|
The Committee may grant performance
awards either as performance shares (with each performance share
representing one share of Deere common stock) or performance units
(representing a dollar amount established by the Committee at the time of
the award). Performance awards are earned over a performance period of at
least one year. There may be more than one performance award in existence
at any one time, and the performance periods may differ or
overlap.
The Committee establishes minimum,
target, and maximum performance goals when it grants performance awards.
The Committee determines the portion of the performance award earned by
the participant based on the degree to which the performance goals are
achieved over the relevant performance period. A participant will not earn
any portion of a performance award unless the minimum performance goals
are met. When earned, we may pay performance awards in cash, in Deere
common stock or in a combination of cash and stock, and in a lump sum or
in installments. The Committee determines the form and manner of payment.
Dividends may be accrued but not paid on performance shares while they are
subject to performance targets.
The Committee, as it deems
appropriate, may establish performance goals for each performance period
from among any of the following factors, or any combination of the
following:
- total stockholder return;
- growth in revenues, sales, settlements,
market share, customer conversion, net
income, stock price, and/or earnings per
share of common stock;
- return on assets, net assets, and/or
capital;
- return on stockholders equity;
- economic value added;
- improvements in costs and/or expenses;
or
- except with respect to executives subject to
Section 162(m), any similar performance
measure established by the Committee.
|
10
|
|
Performance goals may be measured on
an absolute basis or relative to selected peer companies or market
indices. The Plan also authorizes the Committee, subject to the
restrictions of Section 162(m), to reduce grants or adjust performance
goals if we acquire or dispose of certain assets or
securities. |
|
|
|
Restricted Stock or
Restricted Stock Equivalents |
|
Restricted stock or restricted stock
equivalents have restriction periods and price goals that the Committee
designates at the time of the award. Restriction periods must be at least
three years for time-based restrictions and at least one year for
performance-based restrictions. A maximum of 5% of the aggregate shares
authorized for the Plan may be restricted stock or stock equivalents with
no minimum vesting periods.
Each restricted stock equivalent
represents the right to receive an amount determined by the Committee at
the time of the award. The value of a restricted stock equivalent may be
equal to the full monetary value of one share of our common stock. Any
award of restricted stock or stock equivalents to an executive officer
intended to qualify as performance-based compensation must include a stock
price goal during the restriction period. |
|
|
|
Other Awards |
|
The Committee may grant other forms
of equity-based awards consistent with the purposes of the Plan. The
Committee may base other awards on the value of Deere common stock or
other criteria. Other awards with a performance goal may not vest in less
than one year. Other awards without a performance goal may not vest in
less than three years. Other awards include the restricted stock units
which we award to certain officers (as described below under the heading
Plan Benefits.)
The Plan also authorizes the
Committee to grant awards in substitution for awards granted by an entity
that Deere acquires or that combines with Deere. Substitute awards count
against the Plans authorized share limits. Substitute awards are not
subject to the minimum holding period and minimum exercise price
provisions of the Plan. |
|
|
|
Stockholder
Rights |
|
During the performance or
restriction period, participants have the right to receive dividends and
to vote the shares of common stock that they have been awarded. Holders of
stock options, however, do not have rights as a stockholder prior to
exercise. Holders of restricted stock units also do not have rights as a
stockholder prior to vesting and payment in shares. With limited
exceptions, participants may not transfer, assign, pledge, or encumber
awards under the Plan. |
|
|
|
Cash Equivalents and
Deferral |
|
The Committee may permit
participants to elect to receive performance awards and restricted stock
in cash instead of shares. The Committee may also award cash equivalent
awards or other alternative forms of awards to employees of foreign
subsidiaries or branches. Payments of cash equivalent awards are applied
against the Plans authorized share limits based on the fair market value
of the common stock covered by the awards. The Committee may also permit
participants eligible for our voluntary deferred compensation plan to
elect within certain time limits to defer cash payments of performance and
restricted awards. |
11
Obligations to
Deere |
|
Participants who leave Deere may
lose their unexercised stock options and stock appreciation rights, their
unearned performance awards and their restricted stock and stock
equivalent awards, if they fail to honor consulting or noncompetition
obligations to Deere or fail to satisfy other terms specified in the
award. |
|
|
|
Change in
Control |
|
If there is a change in control or
potential change in control of Deere, or, in the case of awards made on or
after February 24, 2010, there is a change in control of Deere and also a
qualifying termination of employment of the participant, the restrictions
and vesting requirements of awards may, subject to certain regulatory
restrictions, lapse and the value of other awards may be paid to the
participants in cash (at the change in control price defined in the
Plan).
For purposes of the Plan, a change
in control is generally considered to have occurred if any of the
following occur: |
|
|
|
(i) |
|
a third party or
persons acting as a group acquire 30% or more of the combined voting power
or total fair market value of the Companys outstanding
stock; |
|
(ii) |
|
there is a change in a
majority of the incumbent Board of Directors of the Company (other than
through election of nominees who are approved by a vote of at least
two-thirds of the directors then in office); |
|
(iii) |
|
any merger,
consolidation or similar business combination of the Company (other than
certain transactions that do not result in a substantial change in
proportional ownership of the Company); or |
|
(iv) |
|
the complete
liquidation or a sale of all or substantially all of the Companys
assets. |
|
|
|
|
|
A potential change in control is
defined generally to include the entering into of an agreement the
consummation of which would result in a change in control, or the
acquisition by a third party of securities representing 15% or more of the
combined voting power of the Company accompanied by a determination by the
Board of Directors of the Company that a potential change in control has
occurred for purposes of the Plan. |
|
|
|
|
|
For purposes of the Plan, a
qualifying termination is either: |
|
|
|
(i) |
|
Deeres termination of the
participants employment within the six months preceding or within 24
months following a change in control for reasons other than termination
for death, disability or cause (defined as the executives willful and
continued nonperformance of duties after written demand; willful conduct
that is demonstrably and materially injurious to Deere; or illegal
activity); or |
|
(ii) |
|
The participants termination of
his or her own employment for good reason (defined as material
reductions or alterations in the participants authorities, duties or
responsibilities; change in office location of at least 50 miles from
current residence; material reductions in the participants participation
in certain Company compensation plans; or certain other breaches of
covenants by Deere within 24 months following a change in
control). |
12
|
|
The double trigger provisions of
the Plan will not preclude participants from participating on the same
terms as stockholders generally in a change in control transaction in
which Deere shares are canceled in exchange for other consideration (such
as cash).
The lapse of limitations and payment
of the value of incentive shares in the event of a change in control or
potential change in control may increase the net cost of the change in
control and, thus, theoretically could render more difficult or discourage
a change in control, even if the change in control would benefit Deere
stockholders generally. |
|
|
|
Amendment and
Adjustment |
|
The Committee may
suspend or terminate the Plan at any time, but, as described under
Summary of the Proposal above, stockholder approval is required for
certain amendments. |
|
|
|
|
|
No amendment, suspension or
termination of the Plan may materially and adversely affect any
outstanding awards without the consent of the participant.
If there is a stock dividend or
stock split, a combination or another kind of increase or reduction in the
number of issued shares of Deere common stock, the Board of Directors or
the Committee will adjust the number and type of shares authorized under
the Plan and covered by outstanding awards and the exercise price of
outstanding awards, as appropriate, to prevent the dilution or enlargement
of rights under Plan awards. |
Federal
Income Tax Consequences of Stock Options
The following summarizes the consequences
under existing U.S. federal income tax rules of the award and exercise of stock
options under the Plan.
ISOs |
|
ISOs are intended to qualify as
incentive stock options under Section 422 of the Internal Revenue Code.
We understand that under current federal income tax law: |
|
|
|
|
|
- Our employees do not recognize income when
we grant them incentive stock options.
- An optionee does not recognize income when
an ISO is exercised, although the difference between the option price
and the fair market value of the shares acquired upon exercise is a tax
preference item which, under certain circumstances, may give rise to
alternative minimum tax liability on the part of the
optionee.
- If the optionee holds shares purchased
pursuant to the exercise of an ISO for cash for at least two years from
the option grant date and at least one year after the transfer of the
shares to the optionee, then:
- The optionee will recognize gain or loss
only upon ultimate disposition of the shares. Any gain or loss generally
will be treated as long-term capital gain or loss.
- Deere will not be entitled to a federal
income tax deduction in connection with the grant or the exercise of the
option.
|
13
|
|
- If the optionee disposes of the shares
purchased pursuant to the exercise of an ISO before the expiration of
the required holding period, then:
- The optionee will recognize ordinary income
in the year of the disposition in an amount equal to the difference
between the option price and the lesser of the fair market value of the
shares on the exercise date or the selling price. The balance of any
gain the optionee realizes on the disposition will be taxed as capital
gain.
- Deere will be entitled to a deduction in the
year of the disposition equal to the amount of ordinary income
recognized by the optionee.
|
|
|
|
Nonqualified
Options |
|
Nonqualified stock options are
stock options that do not qualify as ISOs. We understand that under
existing U.S. federal income tax law: |
|
|
|
|
|
- Our employees do not recognize income when
we grant them nonqualified stock options.
- Upon exercise of a nonqualified option, the
optionee recognizes ordinary income in the amount by which the fair
market value of the shares purchased exceeds the exercise price of the
option. Deere generally is entitled to a deduction in an equal
amount.
|
|
|
|
Other Tax
Matters |
|
Certain additional rules apply if an
optionee pays the exercise price of an option in shares he or she already
owns.
To the extent permitted by
applicable law, we may permit an optionee to have us withhold all or a
portion of the shares that the optionee acquires upon the exercise of an
option to satisfy all or part of the minimum withholding requirements for
federal, state and local income taxes. We may also permit the optionee to
deliver other previously acquired shares (other than restricted stock) for
the purpose of tax withholding. |
Since awards under the Plan are determined
by the Committee in its sole discretion, we cannot determine the benefits or
amounts that will be received or allocated in the future under the Plan. For an
explanation of the stock options and restricted stock units granted in December
2009, see the Plan Benefits section that follows the Re-Approval of the John
Deere Short-Term Incentive Bonus Plan proposal.
14
COMPANY PROPOSAL #3RE-APPROVAL OF THE
JOHN DEERE SHORT-TERM
INCENTIVE BONUS PLAN
Summary of
the Proposal
The John Deere Short-Term Incentive Bonus
Plan (referred to in this section of the Proxy Statement as the STI Plan) is
being submitted for stockholder re-approval to meet the requirement under
Section 162(m) of the United States Internal Revenue Code (IRC) for tax
deductibility of amounts paid under the STI Plan to certain of Deeres executive
officers. The STI Plan provides for cash payments to salaried employees based on
the achievement of pre-established performance goals over a performance period
of one fiscal year.
A copy of the STI Plan as amended is
attached as Appendix C to this Proxy Statement. The description that follows is
qualified in its entirety by reference to the full text of the STI Plan as set
forth in Appendix C.
The affirmative vote of a majority of the
shares present in person or by proxy and entitled to vote at the meeting is
required to re-approve the STI Plan. If our stockholders fail to re-approve the
STI Plan, any compensation paid under the STI Plan in the future would not meet
the conditions for tax deductibility under Section 162(m).
THE BOARD OF
DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RE-APPROVAL OF THE JOHN
DEERE SHORT-TERM INCENTIVE BONUS
PLAN. |
Description of the STI Plan and Performance Goals
Purpose |
|
The purpose of the STI Plan is to
provide participants with a meaningful incentive opportunity conditioned
on the achievement of specific performance goals. |
|
|
|
Administration |
|
The STI Plan is administered by the
Compensation Committee of the Board or a subcommittee thereof (the
Committee). The Committee will be composed of at least two members of
the Board who are intended to qualify as outside directors within the
meaning of Section 162(m) of the IRC. The Committee has authority to
interpret the STI Plan and maintain administrative guidelines relating to
the STI Plan. The Committee may delegate to the Company responsibility for
the day-to-day administration of the STI Plan. |
|
|
|
Eligibility and
Participation |
|
All salaried employees who are
actively employed by Deere and its subsidiaries during the fiscal year
will be eligible to participate in the STI Plan for that fiscal year. Each
year, the Committee will determine those eligible employees who will
participate in the STI Plan. Based on current eligibility levels,
approximately 27,100 employees will be eligible to participate in the STI
Plan on the annual meeting date.
To meet the requirements of Section
162(m) of the IRC, certain more restrictive provisions of the STI Plan
apply only to executive officers. For purposes of the STI Plan,
executive officers means those employees designated by the Committee
from year to year for purposes of qualifying payouts under the STI Plan
for exemption under Section 162(m) of the IRC. The Committee designated
nine executives as executive officers under the STI Plan for the plan
year ended October 31, 2009. |
15
Award
Determination |
|
Prior to each fiscal year, or as
soon as practicable thereafter, the Committee will establish performance
goals for that fiscal year. The goals may be based on any combination of
consolidated Company, business unit, division, product line, other
segment, and individual performance measures, except that an award to an
executive officer will not be increased to reflect individual performance.
Goals may be measured either on an absolute basis or relative to selected
peer companies or a market index. Performance measures with respect to
executive officers, as designated by the Committee, will be determined
annually from among the following factors, or any combination of the
following, as the Committee deems appropriate:
- total stockholder return;
- growth in revenues, sales, settlements,
market share, customer conversion, net
income, stock price, and/or earnings per
share;
- return on assets, net assets, and/or
capital;
- return on stockholders equity;
- economic or shareholder value added;
or
- improvements in costs and/or
expenses.
Prior to each fiscal year, or as
soon as practicable thereafter, the Committee will also establish, for
each job classification, various levels of award payments depending upon
the level of achievement of the performance goals.
Final awards will be based on the
level of achievement of the performance goals, the participants job
classification, salary and the predetermined award payout levels. Except
with respect to executive officers, the Committee has the discretion to
adjust performance goals and payout levels during a fiscal year. With
respect to executive officers, the Committee can reduce or eliminate the
amount of the final award and can exercise any other discretion as tax
counsel advises will not adversely affect Deeres ability to deduct
amounts paid under the STI Plan for federal income tax purposes.
The maximum amount payable under the
STI Plan to a participant for any plan year will be $5,000,000. The STI
Plan was revised in 2009 to provide that this limitation is applied based
on the plan year rather than the calendar year to reflect that Deeres
fiscal year does not coincide with the calendar year. |
|
|
|
Payments |
|
Deere will pay all awards in cash as
soon as practicable on or before the March 15 following the end of the
fiscal year to which the award relates and after the Committee certifies
in writing that the performance goals and any other relevant terms of the
awards have been satisfied. The Committee may permit participants to defer
payments of awards. Awards paid under the STI Plan to certain executives
may be recovered by the Company in the event of misconduct.
|
16
Termination of
Employment |
|
In the event a participants
employment is terminated by reason of death, disability, or retirement, or
a transfer to a non-participating business unit, the final award of such
participant will be reduced to reflect participation prior to the
termination or transfer only. In the event of any other kind of
termination of service or if the participant gives notice of termination,
the participants award for the fiscal year of termination or notice is
forfeited. The Committee, however, has discretion to pay a partial award
for the portion of the year that the participant was employed by Deere.
|
|
|
|
Change in
Control |
|
In the event of a change in control
of Deere, non-executive participants employed as of the date of the change
in control will be entitled to an award based on targeted performance.
(The rights of executive participants are determined under our Change in
Control Severance Program discussed below under Potential Payments upon
Change in Control and Other Potential Post-Employment Benefits.). Awards
will be paid by the March 15th following the calendar year in
which the change in control occurs.
For purposes of the STI Plan, a
change in control is defined as the occurrence of any of the following:
- any person, as defined in the Securities
Exchange Act (with certain exceptions),
acquires 30% or more of Deeres voting
securities;
- a majority of Deeres directors are replaced
without the approval of at least two-thirds of the existing directors or
directors previously approved by the then existing
directors;
- any merger or business combination of Deere
and another company, unless the outstanding voting securities of Deere
prior to the transaction continue to represent at least 60% of the
voting securities of the new company; or
- Deere is completely liquidated, or all, or
substantially all, of Deeres assets are
sold or disposed of.
This definition was revised in 2009
to conform to the definition of Change in Control used in certain other
Deere plans.
The payment of awards in the event
of a change in control may increase the net cost of the change in control
and, thus, theoretically could render more difficult or discourage a
change in control, even if the change in control would benefit Deere
stockholders generally. |
|
|
|
Duration of the STI
Plan |
|
The STI Plan will remain in effect
until it is terminated by the Committee or the Deere Board of Directors.
|
|
|
|
Amendment |
|
The Committee may, at any time,
amend any or all of the provisions of the STI Plan or suspend or terminate
it entirely. No amendment, suspension or termination may reduce the rights
of a participant to a payment or distribution to which the participant is
entitled without the participants consent. |
|
|
|
STI Plan
Philosophy |
|
For a description of the STI Plan
Philosophy, see the discussion in the Short-Term Incentive section of
the Compensation Discussion & Analysis in this Proxy
Statement. |
17
Plan
Benefits
Since awards under the John Deere Omnibus
Equity and Incentive Plan are determined by the Committee in its sole discretion and awards under the John Deere
Short-Term Incentive Bonus Plan are based on the future achievement of
performance goals to be established by the Committee, we cannot determine the
benefits or amounts that will be received or allocated in the future under the
plans. The table below shows, for the individuals and groups described, stock
options and restricted stock units granted in December 2009 and bonuses earned
in fiscal 2009. These awards are not necessarily indicative of awards that we
may make in the future.
|
|
|
December 2009 |
|
Fiscal 2009 |
|
|
|
Restricted Stock Units |
|
STI Bonus |
|
|
|
|
|
|
Number
of |
|
|
|
|
|
|
Dollar Value |
|
Restricted
Stock |
|
Dollar Value |
Name and Position |
Stock Options (1) |
|
$ (2) |
|
Units |
|
$ (3) |
Samuel R. Allen |
269,353 |
|
$ |
1,412,997 |
|
27,043 |
|
$ |
653,256 |
President and Chief Executive
Officer |
|
|
|
|
|
|
|
|
|
Robert W.
Lane |
0 |
|
$ |
2,499,954 |
|
47,846 |
|
$ |
1,512,779 |
Chairman |
|
|
|
|
|
|
|
|
|
James M. Field |
56,457 |
|
$ |
296,153 |
|
5,668 |
|
$ |
328,666 |
Senior Vice
President and Chief Financial Officer |
|
|
|
|
|
|
|
|
|
Michael J. Mack,
Jr. |
64,797 |
|
$ |
339,886 |
|
6,505 |
|
$ |
388,602 |
President,
Worldwide Construction & |
|
|
|
|
|
|
|
|
|
Forestry
Division |
|
|
|
|
|
|
|
|
|
David C. Everitt |
69,036 |
|
$ |
362,145 |
|
6,931 |
|
$ |
424,878 |
President,
Agricultural & Turf Division-North |
|
|
|
|
|
|
|
|
|
America,
Asia, Australia, Sub-Saharan and South |
|
|
|
|
|
|
|
|
|
Africa, and
Global Tractor & Turf Products |
|
|
|
|
|
|
|
|
|
James A.
Israel |
50,808 |
|
$ |
266,527 |
|
5,101 |
|
$ |
313,387 |
President,
John Deere Credit |
|
|
|
|
|
|
|
|
|
James R. Jenkins |
60,219 |
|
$ |
315,904 |
|
6,046 |
|
$ |
371,433 |
Senior Vice
President and General Counsel |
|
|
|
|
|
|
|
|
|
H.J.
Markley |
65,358 |
|
$ |
342,865 |
|
6,562 |
|
$ |
403,133 |
Retired
Executive Vice President |
|
|
|
|
|
|
|
|
|
Executive Group |
745,739 |
|
$ |
6,411,911 |
|
122,716 |
|
$ |
4,868,462 |
Non-Executive
Director Group (4) |
None |
|
None |
|
None |
|
None |
Non-Executive Officer Employee Group |
3,306,069 |
|
$ |
1,599,007 |
|
30,603 |
|
$ |
191,931,538 |
(1) |
|
Market-priced options
that vest over three years (or upon retirement, if earlier) and have a
ten-year term. |
|
(2) |
|
The dollar
value is based on the average of the high and low price of Deere
common stock on the NYSE on the grant date (which was
$52.25). |
|
(3) |
|
Represents the amount
earned for fiscal 2009 under the John Deere Short-Term Incentive Bonus
Plan. |
|
(4) |
|
Non-employee directors
are not eligible to participate in the Plan. |
18
RATIFICATION OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM |
The Audit Review
Committee has approved the selection of Deloitte & Touche LLP to serve as the independent
registered public accounting firm to audit Deeres financial statements and
internal controls over financial reporting for fiscal 2010. The Audit Review
Committee and the Board are requesting that stockholders ratify this appointment
as a means of soliciting stockholders opinions and as a matter of good
corporate practice.
The affirmative
vote of a majority of the shares present in person or by proxy and entitled to
vote at the meeting is required to ratify the selection of Deloitte &
Touche LLP. If the
stockholders do not ratify the selection, the Audit Review Committee will
consider any information submitted by the stockholders in connection with the
selection of the independent registered public accounting firm for the next
fiscal year. Even if the selection is ratified, the Audit Review Committee, in
its discretion, may direct the appointment of a different independent registered
public accounting firm at any time during the year if the Audit Review Committee
believes such a change would be in the best interest of Deere and its
stockholders.
We expect that a
representative of Deloitte & Touche LLP will be at the annual meeting. This
representative will have an opportunity to make a statement and will be
available to respond to appropriate questions.
THE BOARD OF
DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM. |
|
FEES PAID TO THE
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM |
For the years
ended October 31, 2009 and 2008, professional services were performed by
Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective
affiliates (collectively, Deloitte & Touche).
Audit
Fees
The aggregate fees billed include amounts
for the audit of Deeres annual financial statements, the reviews of the
financial statements included in Deeres Quarterly Reports on Form 10-Q,
including services related thereto such as comfort letters, statutory audits,
attest services, consents, and accounting consultations. Audit Fees for the
fiscal years ended October 31, 2009 and 2008, were $13.4 million and $14.3
million, respectively.
Audit-Related Fees
During the last two fiscal years, Deloitte
& Touche has provided Deere with assurance and related services that are
reasonably related to the performance of the audit of our financial statements.
The aggregate fees billed for such audit-related services for the fiscal years
ended October 31, 2009 and 2008, were $0.8 million and $0.8 million,
respectively. These services included audits of financial statements of employee
benefit plans and various attestation services.
Tax
Fees
There were no fees billed for tax services
for the fiscal years ended October 31, 2009 and October 31, 2008.
19
All
Other Fees
There were no fees billed for services not
included above for the fiscal years ended October 31, 2009 and October 31,
2008.
Pre-approval of Services by the Independent Registered Public Accounting
Firm
The Audit Review Committee has adopted a
policy for pre-approval of audit and permitted non-audit services by Deeres
independent registered public accounting firm. The Audit Review Committee will
consider annually and, if appropriate, approve the provision of audit services
by its independent registered public accounting firm and consider and, if
appropriate, pre-approve the provision of certain defined audit and non-audit
services. The Audit Review Committee will also consider on a case-by-case basis
and, if appropriate, approve specific services that are not otherwise
pre-approved.
Any proposed engagement that does not fit
within the definition of a pre-approved service may be presented to the Audit
Review Committee for consideration at its next regular meeting or, if earlier
consideration is required, to the Audit Review Committee or one or more of its
members between regular meetings. The member or members to whom such authority
is delegated will report any specific approval of services at its next regular
meeting. The Audit Review Committee will regularly review summary reports
detailing all services being provided to Deere by its independent registered
public accounting firm.
During fiscal 2009, all services by
Deeres independent registered public accounting firm were pre-approved by the
Audit Review Committee in accordance with this policy.
We expect the following items to be
presented by stockholders at the annual meeting. Following SEC rules, other than
minor formatting changes, we are reprinting the proposals and supporting
statements as they were submitted to us. We take no responsibility for them. On
request to the Secretary at the address listed under the Stockholder Proposals
and Nominations section of this proxy statement, we will provide the names,
addresses and shareholdings of the sponsors, as well as the names, addresses and
shareholdings of any co-sponsors.
STOCKHOLDER PROPOSAL #1CEO PAY
DISPARITY
A stockholder has submitted the following
proposal:
STOCKHOLDER PROPOSAL
RESOLVED, that
the stockholders request that the Board of Directors take all necessary steps to
limit the CEOs compensation in any fiscal year to no more then three times the
average of the other named executive officers (NEOs) set forth in the proxy
statements Summary Compensation Table; that the same limit apply to the number
of stock options granted to the CEO in any fiscal year; and there be no
carryover from one fiscal year to another fiscal year.
SUPPORTING STATEMENT
The
compensation Deere paid its CEO was 4.548 times the average of the other NEOs
in 2008, not including the additional money he received from the exercise of
stock options. In 2007 it was 4.375 times as much.
Moodys
Investor Services has stated that anything greater than three times the
compensation of the average of the other NEOs suggests that the CEO has undue
influence on the board and reflects poorly on governance, according to Michael
Kesner. ( Chicago Tribune, May 27, 2008,
20
Section 3, p.2
). Kesner is with Deloitte Consulting, part of Deloitte & Touche which is
Deeres independent accountant. Moodys rates corporate bonds and the rating
affects the cost of borrowing.
In its 2009
report RiskMetrics Group, the corporate governance watchdog, opposed the
re-election of Deere board members who serve on the Compensation Committee. One
reason for its opposition was the disparity in the pay of the CEO when compared
to the other NEOs. The report states A large internal pay disparity can be a
sign of poor succession planning and it can also create morale issues within the
executive ranks. Risk Metrics clients include most of the largest investment
managers, mutual fund companies and hedge funds.
CEOs in the
United States, despite our current hard economic times, continue to pocket
outlandishly large pay packages. S&P 500 CEOs last year averaged $10.5
million, 344 times the pay of typical American workers. Executive Excess 2008,
Institute for Policy Studies and United for a Fair Economy. Deeres CEO was paid
$22 million in 2008 (not including the exercise of stock options). His pay was
more then 688 times the pay of the typical American worker.
His pay
including what he received from the exercise of stock options was an incredible
$21,000 an hour (assuming he worked 60 hours a week, 50 weeks).
In judging
whether Corporate America is serious about reforming itself, CEO pay remains the
acid test. To date, the results arent encouraging. Warren Buffett, letter to
shareholders of Berkshire Hathaway, Inc., February 2004, as quoted by Professors
Bebchuk and Freid in their book, Pay Without Performance, 2004.
Please vote in
favor of this proposal.
Deeres
ResponseStatement in Opposition to Proposal
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU
VOTE AGAINST THIS PROPOSAL TO LIMIT THE CEOS COMPENSATION TO NO MORE THAN
THREE TIMES THE AVERAGE OF THE OTHER NAMED EXECUTIVE OFFICERS FOR THE FOLLOWING
REASONS:
The Board has given careful consideration
to this proposal and has concluded for the reasons described below that the
adoption of this resolution is unnecessary and is not in the best interests of
Deere and its stockholders.
The Board believes arbitrary restrictions
on executive compensation would unduly limit Deeres ability to create
compensation programs for its CEO and others that link pay to performance and to
compete in the global marketplace for highly talented employees critical to
Deeres continued success. The Board believes that the Board and the
Compensation Committee (the Committee) should retain flexibility to design
appropriate compensation programs for its CEO and to set the amount and type of
CEO pay.
The Board recognizes the importance of
executive compensation, particularly for its CEO, to the overall long-term
performance of Deere. Deeres compensation philosophy is to pay for performance,
support Deeres business strategies and offer competitive compensation
arrangements. In the Compensation Discussion & Analysis (CD&A)
section of this Proxy Statement, Deere has endeavored to provide stockholders
with a thorough description of the companys compensation programs, including
the philosophy and strategy underpinning the programs, the individual elements
of the compensation programs and how Deeres compensation plans are
administered. Deeres compensation programs consist of elements designed to
complement each other and reward achievement of short-term and long-term
objectives tied to Deeres performance through association with an operating
metric or as a function of the Deere stock price. Deere has chosen the selected
metrics to align employee compensation, including compensation for the Named
Executive Officers
21
(NEOs), to Deeres business strategy.
For fiscal 2009, Short-Term Incentive (STI) awards paid to the NEOs were about
2% of the total amount of STI awards paid to approximately 28,000 eligible
salaried employees. For fiscal 2009, Mid-Term Incentive (MTI) awards paid to
the NEOs were equal to approximately 7% of the MTI payout to all eligible
employees.
The proposal suggests that a disparity
between CEO pay and the pay to other NEOs may indicate that the CEO has undue
influence on the Board. The company has established governance processes that
are reflected in Deeres Corporate Governance Policies and the various Board
Committee charters, including policies and processes designed to address
succession planning and ensure the independence of Deeres non-employee
directors. These policies and charters are available on Deeres web site. In
addition, the Committee provides recommendations for CEO compensation to be
approved by the independent members of the Board. The CEOs compensation,
therefore, is approved only after consideration both by the Committee, which is
composed exclusively of independent directors, and by the independent members of
the Board. The Board believes these structures and policies prevent the CEO from
asserting undue influence on the Board, particularly with regard to the amount
and type of CEO pay.
When reviewing the compensation for the
CEO and other NEOs, the Committee considers a variety of information to
determine the appropriate level of competitive and equitable pay. Moreover, the
relationship between Deeres CEO compensation and that of Deeres other NEOs is
influenced by the absence of a chief operating officer in Deeres organizational
structure. The proposed limitation on CEO compensation is inappropriate as Deere
is currently organized, with Deeres executive structure directly aligned with
its operating businesses. Further, the Committee retains an independent outside
executive compensation consultant to assist with compensation decisions and
provide peer group data which the Committee uses to benchmark Deeres
compensation programs and performance.
The Board believes that Deeres
compensation practices and programs serve the interests of Deeres stockholders
by providing compensation that is performance-based with a view towards
maximizing long-term stockholder value.
Effect of
Proposal
It is important to note that stockholder
approval of this proposal would not require the Board to set limits on the CEOs
compensation, including stock option grants. Approval of this proposal would
advise the Board that a majority of Deeres stockholders voting at the meeting
favor a change and would prefer that the Board take the necessary steps to adopt
a policy limiting the CEOs compensation to no more than three times the average
of the other Named Executive Officers and apply a similar limit to options
granted to the CEO. The final decision on whether to implement limits on CEO
compensation, including stock option grants, however, would remain with the
Board. In addition to shareholder sentiment, there may be other factors that
could affect the Boards decision regarding this proposal, such as a decision by
Congress to adopt legislation relating to executive compensation.
The Board believes that the Committee is
in the best position to consider the extensive information and factors, which
include an emphasis on company performance, necessary to make independent,
objective and competitive compensation recommendations for Deeres CEO that are
in the best interest of Deere and its stockholders. The Committee should have
flexibility in making the appropriate compensation recommendations to the Board
so that Deere can motivate and competitively compensate its CEO in alignment
with Deeres performance.
FOR THE REASONS
STATED, DEERES BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS
PROPOSAL TO LIMIT THE CEOS COMPENSATION TO
NO MORE THAN THREE TIMES THE AVERAGE OF THE OTHER NAMED EXECUTIVE
OFFICERS. |
22
STOCKHOLDER PROPOSAL #2ADVISORY VOTE ON
EXECUTIVE COMPENSATION
A stockholder has submitted the following
proposal:
STOCKHOLDER PROPOSAL
RESOLVED, that
stockholders urge the Board of Directors to adopt a policy that gives the
stockholders the opportunity at each annual stockholders meeting to vote on an
advisory resolution, proposed by management, to ratify the compensation of the
named executive officers (NEOs) set forth in the proxy statements Summary
Compensation Table (the SCT) and the accompanying narrative disclosure of
material factors provided to understand the SCT ( but not the Compensation
Discussion and Analysis).
SUPPORTING STATEMENT
The following
organizations support annual stockholder advisory votes on executive
compensation:
|
1. |
|
The Council of
Institutional Investors, an association of 140 public, labor and corporate
pension funds. |
|
|
|
2. |
|
The California Public
Employees Retirement System, The largest public pension fund in the
U.S. |
RiskMetrics
Group (RMG) is a corporate governance watchdog. RMGs clients include a majority
of the largest investment managers, mutual fund companies and hedge fund
managers.
RMG in its 2009
report on Deere said ***the internal pay disparity is significant in almost all
pay components. Mr. Lane receives a significant portion of the performance-bonus
and his long-term incentive multiple is substantially higher than other named
executive officers. A large internal pay disparity can be a sign of poor
succession planning and it can also create morale issues within the executive
ranks.
The report
added: *** providing generous perks to executives is considered a poor pay
practice. Notably, costs related to Mr. Lanes personal use of aircraft were 4.5
times the multiple relative to market practice among industrial companies. In
light of the current economic conditions affecting Deeres equity performance,
as well as some of the financial performance of its business units, RMG is
concerned with the utilization of company resources to benefit executives in
this fashion, at shareholders expense.
In November
2007 Deere held a board of directors meeting in India. Directors spouses went
to India at a cost of $286,378 to Deere. RMG highlights that perquisites to
non-employee directors is uncommon at other S&P 500 Index companies.
In its 2009
report RMG said that its previous report had mentioned several pay practices of
concern that had not been corrected.
RMG recommended
that its clients vote in favor of this proposal at the annual meeting last year
where the proposal received more then a 40% yes vote.
Boards in the
United States, including Aflac, Verizon, Risk Metrics, Par Pharmaceuticals and
Blockbuster have concluded that submitting executive compensation to
stockholders for ratification is the right thing to do.
23
A stockholder
advisory vote on executive compensation will enhance constructive communication
between stockholders and the board on the subject of compensation as well as
improve transparency in setting executive compensation. Directors should be held
to a high standard of accountability in explaining and justifying compensation
policies and decisions in terms of aligning executive performance with the
creation of stockholder value.
Please vote in
favor of this proposal.
Deeres ResponseStatement in
Opposition to Proposal
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU
VOTE AGAINST THIS PROPOSAL TO ADOPT AN ADVISORY VOTE ON EXECUTIVE COMPENSATION
FOR THE FOLLOWING REASONS:
The Board has given careful consideration
to this proposal and has concluded for the reasons described below that the
adoption of this resolution is unnecessary and is not in the best interest of
Deere and its stockholders.
The Board recognizes the importance of
executive compensation to the overall long-term performance of Deere. Deeres
compensation philosophy is to pay for performance, support Deeres business
strategies and offer competitive compensation arrangements. In the Compensation
Discussion & Analysis (CD&A) section of this proxy statement, Deere
has endeavored to provide stockholders with a thorough description of the
companys compensation programs, including the philosophy and strategy
underpinning the programs, the individual elements of the compensation programs
and how Deeres compensation plans are administered. Deeres compensation
programs consist of elements designed to complement each other and reward
achievement of short-term and long-term objectives.
Deeres Compensation Committee
(Committee), composed entirely of independent directors, is responsible for
reviewing and approving the compensation of Deere executives. The Committee
provides recommendations for CEO compensation to be approved by the independent
members of the Board.
In setting executive pay levels or in
making executive pay recommendations to the Board, the Committee considers a
variety of information to determine the appropriate level of competitive and
equitable executive pay. The Committee retains an independent outside executive
compensation consultant to assist with compensation decisions and provide peer
group data which the Committee uses to benchmark Deeres compensation programs
and performance. The Committee is able to use this information to timely
evaluate and set executive pay for the relevant performance period. The Board is
concerned that an advisory stockholder vote, which would take place several
months after the relevant performance period has ended, is likely to be based
more on market conditions at the time the vote is taken than on the information
and analysis that was available to the Committee when it awarded or recommended
compensation for the relevant performance period.
The Board welcomes and values the input of
Deeres stockholders. A simple yes or no advisory vote on Deeres executive
compensation, however, would not provide the Board with any clear indication of
why shareholders voted the way they did. For example, a stockholder vote against
ratifying executive compensation would reflect dissatisfaction, but would not
communicate stockholder views of the merits, limitations or preferred
enhancements of Deeres executive compensation or of any particular element
thereof. If the Board is forced to speculate on the meaning of the advisory
vote, the vote will be of little benefit to stockholders, Deere or the Board.
Moreover, as described in the Committees
section of this proxy statement, Deere stockholders already have an available
mechanism to communicate with the Board. Stockholders can send correspondence
directly to Deeres Corporate Secretary, who will then submit the correspondence
to the Board. Stockholders can also communicate directly with the presiding
non-management director of
24
the Board by
sending correspondence directly to that director. Whether forwarded from the
Corporate Secretary or sent directly from a shareholder, the Board will give
shareholder communications the consideration that it considers appropriate. The
communication mechanisms that exist today already give Deere stockholders the
opportunity to provide specific and direct feedback to the Board about
compensation issues.
Deere does
not believe that the proposed advisory vote is necessary to ensure that Deeres
compensation programs are aligned with the interests of its stockholders. The
Board believes that its independent, well-informed and experienced members,
including members of the Compensation Committee, are in the best position to
make judgments or recommendations about the amount and form of executive
compensation, and that Deeres compensation practices and programs serve the
interests of Deeres stockholders by providing compensation that is
performance-based with a view towards maximizing long-term stockholder
value.
Effect of Proposal
It is
important to note that stockholder approval of this proposal would not require
the Board to implement a stockholder advisory vote on executive compensation.
Approval of this proposal would advise the Board that a majority of Deeres
stockholders voting at the meeting favor a change and would prefer that the
Board take the necessary steps to adopt a policy for a stockholder advisory vote
on executive compensation. The final decision on whether to implement an annual
advisory vote on executive compensation, however, would remain with the Board.
In addition to shareholder sentiment, there may be other factors that could
affect the Boards decision regarding this proposal, such as a decision by
Congress to adopt legislation relating to executive
compensation.
The Board
believes that the Committee is in the best position to consider the extensive
information and factors necessary to make independent, objective and competitive
compensation recommendations and decisions that are in the best interest of
Deere and its stockholders. The Committee should have flexibility in making the
appropriate compensation recommendations and decisions so that Deere can
motivate and competitively compensate Deeres executives in alignment with
company performance. The Board believes that current communication mechanisms
exist to provide the Board with stockholder feedback about Board decisions,
including, but not limited to, executive compensation.
FOR THE REASONS STATED, DEERES
BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL
TO ADOPT AN ADVISORY VOTE ON
EXECUTIVE COMPENSATION. |
STOCKHOLDER PROPOSAL #3SEPARATION
OF CEO AND CHAIRMAN
RESPONSIBILITIES
A stockholder
has submitted the following proposal:
STOCKHOLDER RESOLUTION
RESOLVED, that the stockholders urge the Board of Directors to
take the necessary steps to amend the by-laws to require that an independent
director shall serve as Chairman of the Board of Directors, and that the
Chairman of the Board of Directors shall not concurrently serve as Chief
Executive Officer.
25
SUPPORTING STATEMENT
Deeres CEO is also the Chairman of the
Board of Directors.
The following organizations support having
an independent director as chairman of the Board of Directors and that the
chairman not serve concurrently as CEO:
|
1. |
|
The Council of Institutional
Investors, an association of 140 public, labor and corporate pension
funds. |
|
|
|
2. |
|
The California Public Employees
Retirement System, the largest public pension fund in the U.
S. |
RiskMetrics Group, the corporate
governance watchdog, in its 2009 report on Deere stated that it supported this
proposal for several reasons including that Deere had exhibited poor pay
practices. The proposal received more then 40% yes vote at the last annual
meeting. The Corporate Library a leading independent source for corporate
governance and executive compensation information and analysis has said that
there is a high level of risk in regard to corporate governance at Deere.
Gary Wilson, the former chairman of
Northwest Airlines and a director of Yahoo wrote: Americas most serious
corporate governance problem is the Imperial CEO...a leader who is both chairman
of the companys board of directors as well as its chief executive officer. Such
a CEO can dominate his board and is accountable to no one.
This arrangement creates a conflict of
interest, because the chairman is responsible for leading an independent board
of directors. The boards primary responsibility on behalf of the owners is to
hire, oversee and, if necessary, fire the CEO. If the CEO is also the chairman,
then he leads a board that is responsible for evaluating, compensating and
potentially firing himself.
The result of this conflict of interest
is excessive CEO compensation and undeserved job security... reprinted from The
Wall Street Journal, July 9, 2008, Dow Jones & Company.
In 2008, the Chairman/CEO of Deere was
paid 4.548 times the average compensation of the other named executive officers
(NEOs). In 2007 it was 4.375 times as much. Moodys Investor Services has a
guideline that CEO pay should not exceed three times the average of the other
NEOs.
According to Michael Kesner, Moodys feels
that anything greater then that reflects poorly on corporate governance and
suggests that the CEO has undue influence on the board (Chicago Tribune, May 27,
2008). Kesner is with Deloitte Consulting, part of Deliotte & Touche which
is Deeres independent accountant. Moodys rates corporate bonds and the rating
affects the cost of borrowing.
Mr. Wilson noted that many European
countries require that the CEO and chairman positions be separate and that their
CEOs are paid less then American CEOs.
The CEOs of Enron, World Com and Tyco,
legends of mismanagement, also served as Chairman.
Please vote in favor of this
proposal.
26
Deeres
ResponseStatement in Opposition to Proposal
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU
VOTE AGAINST THIS PROPOSAL TO SEPARATE CEO AND CHAIRMAN RESPONSIBILITIES FOR
THE FOLLOWING REASONS:
The Board has given careful consideration
to this proposal and has concluded for the reasons described below that the
adoption of this resolution is unnecessary and is not in the best interest of
Deere and its stockholders.
While some of the conventional functions
for the Chairman have been and are shared by all directors, the Chairman
position has traditionally been held by Deeres Chief Executive Officer (CEO).
The Board believes that the decision as to who should serve as Chairman and
Chief Executive Officer and whether the offices should be combined or separated
is the proper responsibility of the Board. The Board members have considerable
experience and knowledge about the challenges and opportunities Deere faces. The
Board, therefore, is in the best position to evaluate Deeres current and future
needs and to judge how the capabilities of Deeres directors and senior
management can be most effectively organized to meet those needs.
The Board generally believes that
separating the Chairman and CEO functions is unnecessary in normal
circumstances. Nevertheless, the Board will separate these functions when it
considers such a separation to be in the best interest of Deere.
The proposals supporting statement
asserts that combining the CEO and Chairman functions can create a conflict of
interest and allow the CEO to dominate the Board. Deere has strong governance
structures and processes in place to ensure the independence of its Board,
eliminate conflicts of interest and prevent dominance of the Board by senior
management. As described in more detail below, the Boards established
governance processes reflected in the Corporate Governance Polices and the
various Board Committee charters provide for independent discussion among
directors and for independent evaluation of, and communication with, many
members of senior management. These Corporate Governance Policies (and those
discussed below) are available for review on Deeres web site.
While the Board has previously utilized an
independent presiding director concept, consistent with its continuing
commitment to strong corporate governance and Board independence, in May 2009
the Board passed a resolution to enhance the role of the Presiding Director. The
changes included an election of an independent Presiding Director by a majority
of the independent directors on the Board upon a recommendation from the
Corporate Governance Committee for a one year term. The name and contact
information for the current Presiding Director appear in the Corporate
Governance section of this proxy statement.
As part of the May 2009 resolution, the
Board expanded the duties and responsibilities of the Presiding Director to
include the following:
- presiding at all meetings of the Board at which
the Chairman is not present, including executive sessions of the independent directors;
- serving as liaison between the Chairman and the
independent directors;
- in consultation with the other independent
directors as appropriate:
- collaborating with the Chairman regarding
information sent to the Board;
- collaborating with the Chairman to set Board
meeting agendas;
- collaborating with the Chairman to set meeting
schedules to assure that there is sufficient
time for discussion of all agenda items;
- calling meetings of the independent directors when
necessary and appropriate; and
- being available for consultation and direct
communication with Deeres shareholders.
27
The Board also believes the following
policies and processes already in place at Deere further strengthen the Boards
independence:
- The Board continues to utilize the concept of a
presiding director whereby Board committee chairs act as presiding directors
on specific subjects for Board discussions.
- Any Board member has access to any Deere employee.
In addition, Board committees have access to and may consult with independent
advisors, as each committee deems appropriate.
- The Board receives suggestions for director
candidates from stockholders and from directors. The Corporate Governance
Committee can also elect to retain a director placement consultant. The
Corporate Governance Committee is responsible for screening director
candidates and making candidate recommendations to the full Board.
- The independent directors meet in executive
session without the CEO at each regularly scheduled Board meeting. At every
Board meeting any director may request that the Board go into executive
session with only independent directors present. The Presiding Director
presides over these executive sessions.
The proposal seems to imply that combining
the positions of CEO and Chairman may lead to excessive CEO pay. As previously
stated and as described in the Compensation Discussion & Analysis
(CD&A) section of this Proxy Statement, Deeres compensation programs are
designed to pay for performance. A significant portion of the compensation paid
to Deeres executives in the form of short-term, mid-term and long-term
incentive awards is at risk because it is directly tied to company
performance.
Given the enhanced Presiding Director
policy of the Board of Directors, along with Deeres governance structures which
are designed to ensure independence and protect against the possibility of undue
influence by management, the Board believes that it is unnecessary to require
that the responsibilities of the Chairman and CEO be separated. The Board should
retain the authority to determine the corporate leadership structure that is
most appropriate for Deere at any time.
Effect of
Proposal
It is important to note that stockholder
approval of this proposal would not in itself require the Board to separate the
CEO and Chairman functions. Approval of this proposal would advise the Board
that a majority of Deeres stockholders voting at the meeting favor a change and
would prefer that the Board take the necessary steps to separate the Chairman
and CEO functions. The final decision on whether the offices of Chairman and CEO
should be combined or separated, however, would remain with the
Board.
Requiring that an independent director
serve as Chairman of the Board is not desirable because it would unduly impair
the Boards flexibility to annually elect the individual it deems best suited to
serve as Chairman. Deere and its stockholders are best served when the Board has
the flexibility to determine who should serve as Chairman at any particular time
depending upon the circumstances.
FOR THE REASONS STATED, DEERES BOARD OF
DIRECTORS RECOMMENDS A VOTE AGAINST THIS
PROPOSAL TO SEPARATE CEO AND
CHAIRMAN RESPONSIBILITIES. |
28
We do not know of any other matters that
will be considered at the annual meeting. If, however, any other appropriate
business should properly come before the meeting, the Board will have
discretionary authority to vote according to its best judgment.
DIRECTORS
CONTINUING IN OFFICE |
The eight persons named below are now
serving as our directors. Their terms will expire at the annual meetings in 2011
and 2012, as indicated. Their ages, present positions, principal occupations
during the past five or more years, positions with Deere and directorships in
other companies appear below.
TERMS EXPIRING AT ANNUAL MEETING IN
2011
Name and Age
at |
|
Present Position,
Principal Occupations during the Past Five Years, |
December 31,
2009 |
|
Positions with Deere and Other
Directorships |
Charles O. Holliday,
Jr. Age 61 |
|
Chairman of DuPont
- Chairman of DuPont (agricultural,
electronics, materials science, safety
and security, and biotechnology) since January 2009
- Executive in Residence, Vanderbilt
University since July 2009
- Chairman and Chief Executive Officer of
DuPont-1999 to January 2009
- Director of Deere since May 2007. Presiding
Director of the Board since May 2009. Chair of Audit Review Committee
and member of Corporate Governance and Executive Committees
- Other directorships: Bank of America
Corporation, CH2M HILL Companies, Ltd.
and E.I. du Pont de Nemours and Company
|
|
|
|
Dipak C. Jain Age 52 |
|
Sandy & Morton Goldman
Professor in Entrepreneurial Studies and Professor of Marketing, Dean
Emeritus, Kellogg School of Management, Northwestern
University
- Dean, Kellogg School of Management,
Northwestern University, Evanston, Illinois - July 2001-September
2009
- Associate Dean for Academic Affairs, Kellogg
School of Management, Northwestern University - 1996 to 2001
- Sandy and Morton Goldman Professor of
Entrepreneurial Studies and Professor of Marketing, Kellogg School of
Management, Northwestern University - 1994 to July 2001, and since
September 2009
- Visiting professor of marketing at Sasin
Graduate Institute of Business Administration at Chulalongkorn
University, Bangkok, Thailand; Nijenrode University, The Netherlands;
Otto Bescheim Graduate School of Management, Koblenz, Germany; Indian
School of Business, Hyderabad, India; Hong Kong University of Science
and Technology, China; Recanati Graduate School of Business
Administration at Tel Aviv University, Israel
- Director of Deere since 2002. Member of
Audit Review and Pension Plan Oversight
Committees
- Other directorships: Northern Trust
Corporation and Reliance Industries
Limited, India
|
29
Name and Age
at |
|
Present Position,
Principal Occupations during the Past Five Years, |
December 31, 2009
|
|
Positions with Deere and Other
Directorships |
Joachim
Milberg Age 66 |
|
Chairman of the Supervisory Board
of Bayerische Motoren Werke (BMW) AG
- Chairman of the Supervisory Board of
Bayerische Motoren Werke (BMW) AG (motor
vehicles) since May 2004
- Retired Chief Executive Officer of BMW AG
since May 2002
- Chairman of the Board of Management and
Chief Executive Officer of BMW AG -
February 1999 to May 2002
- Director of Deere since 2003. Member of
Audit Review and Corporate Governance
Committees
- Other directorships: Bertelsmann AG, BMW AG,
Festo AG, SAP AG and ZF Friedrichshafen
AG
|
|
|
|
Richard B.
Myers Age 67 |
|
Retired Chairman of the Joint
Chiefs of Staff and Retired General of the United States Air
Force
- Retired Chairman of the Joint Chiefs of
Staff (principal military advisor to the President, the Secretary of
Defense, and the National Security Council) and Retired General of the
United States Air Force since September 2005
- Colin L. Powell Chair for National Security,
Leadership, Character and Ethics at the National Defense University
since March 2006
- Foundation Professor of Military History and
Leadership at Kansas State University since February 2006
- Chairman of the Joint Chiefs of Staff and
General of the United States Air Force - October 2001 to September
2005
- Director of Deere since April 2006. Member
of Compensation and Pension Plan Oversight Committees
- Other directorships: Aon Corporation,
Northrop Grumman Corporation and United Technologies
Corporation
|
TERMS EXPIRING AT ANNUAL MEETING IN
2012
Name and Age
at |
|
Present
Position, Principal Occupations during the Past Five
Years, |
December 31, 2009
|
|
Positions with Deere and Other
Directorships |
Crandall C.
Bowles Age 62 |
|
Chairman of Springs Industries,
Inc. and Chairman, The Springs Company
- Chairman of Springs Industries, Inc. (home
furnishings) and The Springs Company
since August 2007
- Co-Chairman and Co-Chief Executive Officer
of Springs Global US, Inc. and Springs Global Participacoes S. A.-
January 2006 to August 2007
- Chairman and Chief Executive Officer of
Springs Industries, Inc. - April 1998 to
January 2006
- Director of Deere from 1990 to 1994 and
since 1999. Chair of Corporate Governance
Committee and member of Compensation and Executive Committees
- Other directorships: JP Morgan Chase &
Company and Sara Lee Corporation
|
30
Name and Age
at |
|
Present
Position, Principal Occupations during the Past Five
Years, |
December 31,
2009 |
|
Positions with Deere and Other
Directorships |
Vance D.
Coffman Age 65 |
|
Retired Chairman of Lockheed
Martin Corporation
- Retired Chairman of Lockheed Martin
Corporation (aerospace, defense and
information technology) since April 2005
- Chairman of Lockheed Martin
Corporation-April 1998 to April 2005
- Chief Executive Officer of Lockheed Martin
Corporation - August 1997 to August
2004
- Director of Deere since 2004. Chair of
Compensation Committee and member of
Corporate Governance and Executive Committees
- Other directorships: 3M Company and Amgen
Corporation
|
|
|
|
Clayton M.
Jones Age 60 |
|
Chairman, President and Chief
Executive Officer of Rockwell Collins, Inc.
- Chairman, President and Chief Executive
Officer of Rockwell Collins, Inc.
(aviation electronics and communications) since June 2002
- Director of Deere since August 2007. Member
of Compensation and Pension Plan
Oversight Committees
- Other directorships: Rockwell Collins, Inc.
and Unisys Corporation
|
|
|
|
Thomas H.
Patrick Age 66 |
|
Chairman of New Vernon Capital,
LLC
- Chairman of New Vernon Capital, LLC (private
equity fund) since 2003
- Executive Vice Chairman of Merrill Lynch
& Co., Inc. - November 2002 to July
2003
- Executive Vice President and Chief Financial
Officer of Merrill Lynch & Co., Inc.
- February 2000 to November 2002
- Director of Deere since 2000. Chair of
Pension Plan Oversight Committee and
member of Audit Review and Executive Committees
- Other directorships: Baldwin & Lyons,
Inc. and Computer Sciences Corporation
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
The following table shows the number of
shares of Deere common stock beneficially owned as of December 31, 2009, (unless
otherwise indicated) by:
- each person, who, to our knowledge, beneficially
owns more than 5% of our common stock;
- each of our directors;
- all other Named Executive Officers; and
- all individuals who served as directors or
executive officers at December 31, 2009, as a group.
A beneficial owner of stock is a person
who has sole or shared voting power, meaning the power to control voting
decisions, or sole or shared investment power, meaning the power to cause the
sale of the stock. A person is also considered the beneficial owner of shares as
to which the person has the right to acquire beneficial ownership (within the
meaning of the preceding sentence) within 60 days. For this reason, the
following table includes exercisable stock options and shares underlying RSUs
that either are scheduled to settle within 60 days of December 31, 2009 or that
would be settled within 60 days at the discretion of an individual identified in
the table (e.g., upon retirement).
31
All individuals listed in the table have
sole voting and investment power over the shares unless otherwise noted. As of
December 31, 2009, Deere had no preferred stock issued or outstanding.
|
Shares |
|
|
|
|
|
|
|
|
Beneficially |
|
Options |
|
|
|
Percent of |
|
Owned Excluding |
|
Exercisable |
|
|
|
Shares |
|
Options |
|
Within 60 Days |
|
Total |
|
Outstanding |
Greater Than 5% Owners |
|
|
|
|
|
|
|
|
|
|
|
|
Capital World
Investors |
|
|
|
|
|
|
|
|
|
|
|
|
333 South Hope
Street |
|
|
|
|
|
|
|
|
|
|
|
|
Los Angeles, California 90071-1447
(1) |
|
27,180,000 |
|
|
|
|
|
|
|
|
6.4 |
% |
|
Non-Employee Directors (2) |
|
|
|
|
|
|
|
|
|
|
|
|
Crandall C.
Bowles |
|
27,558 |
|
|
|
|
|
|
27,558 |
|
* |
|
Vance D. Coffman |
|
11,374 |
|
|
|
|
|
|
11,374 |
|
* |
|
Charles O.
Holliday, Jr. |
|
6,002 |
|
|
|
|
|
|
6,002 |
|
* |
|
Dipak C. Jain |
|
18,076 |
|
|
|
|
|
|
18,076 |
|
* |
|
Clayton M.
Jones |
|
5,666 |
|
|
|
|
|
|
5,666 |
|
* |
|
Joachim Milberg |
|
15,550 |
|
|
|
|
|
|
15,550 |
|
* |
|
Richard B.
Myers |
|
8,018 |
|
|
|
|
|
|
8,018 |
|
* |
|
Thomas H. Patrick |
|
44,094 |
|
|
|
|
|
|
44,094 |
|
* |
|
Aulana L.
Peters |
|
17,250 |
|
|
|
|
|
|
17,250 |
|
* |
|
David B. Speer |
|
5,525 |
|
|
|
|
|
|
5,525 |
|
* |
|
|
Named Executive Officers (3) |
|
|
|
|
|
|
|
|
|
|
|
|
Samuel R.
Allen |
|
57,140 |
|
|
|
92,913 |
|
|
150,053 |
|
* |
|
Robert W. Lane |
|
324,459 |
|
|
|
1,441,736 |
|
|
1,766,195 |
|
* |
|
James M.
Field |
|
7,146 |
|
|
|
117,985 |
|
|
125,131 |
|
* |
|
Michael J. Mack, Jr. |
|
15,779 |
|
|
|
82,970 |
|
|
98,749 |
|
* |
|
David C.
Everitt |
|
2,624 |
|
|
|
92,940 |
|
|
95,564 |
|
* |
|
James A. Israel |
|
4,999 |
|
|
|
74,370 |
|
|
79,369 |
|
* |
|
James R.
Jenkins |
|
38,277 |
|
|
|
119,650 |
|
|
157,927 |
|
* |
|
H.J. Markley |
|
61,370 |
|
|
|
132,943 |
|
|
194,313 |
|
* |
|
|
All directors and executive |
|
|
|
|
|
|
|
|
|
|
|
|
officers as a group (20
persons) (4) |
|
678,676 |
|
|
|
2,298,522 |
|
|
2,977,198 |
|
* |
|
* |
|
Less than 1%
of the outstanding shares of Deere common stock. |
|
|
|
(1) |
|
The
ownership information for Capital World Investors (Capital World) is
based on information supplied by Capital World and contained in reports of
institutional investment managers filed with the SEC for the period ended
September 30, 2009. Capital World holds the shares in its capacity as a
registered investment advisor on behalf of numerous investment advisory
clients, none of which is known to own more than five percent of Deeres
shares. Capital World has shared dispositive power over 27,180,000 shares
and shared voting authority over 3,265,000
shares. |
32
(2) |
|
The table includes restricted
shares and RSUs awarded to directors under Deere's Non-Employee Director
Stock Ownership Plan (see footnote (2) to the Fiscal 2009 Director
Compensation Table.) Restricted shares and RSUs may not be transferred
prior to retirement as a director. RSUs are payable only in Deere common
stock following retirement and have no voting rights until they are
settled in shares of stock. In addition, directors own the following
number of deferred stock units which are payable solely in cash under the
terms of the Non-Employee Director Deferred Compensation
Plan: |
|
|
Director |
|
|
Deferred Units |
|
Crandall C. Bowles |
|
25,578 |
|
Vance
D. Coffman |
|
11,810 |
|
Thomas H. Patrick |
|
12,511 |
(3) |
|
Executive officers own the
following number of RSUs awarded under our Omnibus Equity and Incentive
Plan as part of long-term compensation. These RSUs cannot be settled
within 60 days of December 31, 2009 and have no voting rights until they
are settled in shares of stock. |
|
|
Executive |
|
Restricted Units |
|
Samuel R. Allen |
109,133 |
|
Robert
W. Lane |
471,461 |
|
James M. Field |
35,774 |
|
Michael J. Mack, Jr. |
57,453 |
|
David C. Everitt |
145,936 |
|
James
A. Israel |
50,210 |
|
James R. Jenkins |
82,433 |
|
H.J.
Markley |
89,505 |
|
All executive officers |
1,094,689 |
(4) |
|
The number of shares shown for
all directors and executive officers as a group includes 14,447
shares owned jointly with family members over which the directors and
executive officers share voting and investment power. |
|
Corporate
Governance Policies
In recognition of the importance of
corporate governance as a component of providing shareholder value, our Board of
Directors has adopted Corporate Governance Policies for the company. Our
Corporate Governance Policies are periodically reviewed and revised as
appropriate by the Board to ensure that the policies reflect the Boards
corporate governance objectives. Pursuant to the requirements of the NYSE, these
policies meet or exceed the independence standards of the NYSE. Our Corporate
Governance Policies can be found on our website at
http://www.deere.com/en_US/ir/corporategovernance/policies.html.
Director
Independence
As part of our Corporate Governance
Policies, the Board has adopted categorical standards to assist the Board in
evaluating the independence of each director. The categorical standards are
intended to assist the Board in determining whether or not certain relationships
between our directors and Deere or its subsidiaries (either directly or
indirectly as a partner, stockholder, officer, director, trustee or employee of
an organization that has a relationship with Deere) are material relationships
for purposes of the NYSE independence standards. The categorical standards
establish thresholds at which such
33
relationships are deemed to be not
material. The categorical standards are attached as Appendix D to this Proxy
Statement and are included as part of the Corporate Governance Policies
referenced above. A copy may also be obtained upon request to the Deere &
Company Stockholder Relations Department. In addition, each directors
independence is evaluated under our Related Person Transactions Approval
Policy as discussed in the Review and Approval of Related Persons
Transactions section below.
In November 2009 we reviewed the
independence of each director, applying the independence standards set forth in
our Corporate Governance Policies. The review considered relationships and
transactions between each director (and his or her immediate family and
affiliates) and each of the following: Deere, Deeres management and Deeres
independent registered public accounting firm.
Based on this review, at the December 2009
Board Meeting, the Board affirmatively determined that the following directors
have no material relationships with Deere and its subsidiaries and are
independent as defined in our Corporate Governance Policies and the listing
standards of the NYSE: Mrs. Bowles, Mr. Coffman, Mr. Holliday, Mr. Jain, Mr.
Jones, Mr. Milberg, Mr. Myers, Mr. Patrick, Mrs. Peters and Mr. Speer. Mr. Allen
and Mr. Lane are considered inside directors because of their employment
relationship with Deere.
Review and
Approval of Related Persons Transactions.
The Board has adopted a Related Person
Transactions Approval Policy (the Related Person Policy). Under the Related
Person Policy, our Corporate Governance Committee is responsible for reviewing,
approving and ratifying all related person transactions.
Under the Related Person Policy, a related
person includes:
|
(1) |
|
executive officers and directors
of Deere; |
|
|
|
(2) |
|
any holder of 5% or more of
Deeres voting securities; and |
|
|
|
(3) |
|
an immediate family member of
anyone in categories (1) or (2). |
A related person transaction is a
transaction, relationship or arrangement between a related person and Deere
where:
- the amount involved exceeds $120,000; and
- any related person (as defined above) has or will
have a direct or indirect material interest in the transaction.
Each year, our directors and executive
officers complete annual questionnaires designed to elicit information about
potential related person transactions. Deeres directors and officers must
promptly advise our Corporate Secretary if there are any changes to the
information previously provided.
After consultation with our General
Counsel, management and outside counsel, as appropriate, our Corporate Secretary
determines whether the transaction is reasonably likely to be a related person
transaction. Related person transactions are submitted to the Corporate
Governance Committee for consideration at its next meeting. If action is
required prior to the next meeting, the transaction is submitted to the
Chairperson of the Corporate Governance Committee (Chairperson) and the
Chairpersons determination is then reported to the Corporate Governance
Committee at its next meeting.
When evaluating potential related person
transactions, the Corporate Governance Committee or the Chairperson, as
applicable, considers all reasonably available relevant facts and circumstances
and approves only the related person transactions determined in good faith to be
in, or not inconsistent with, our Code of Ethics and Business Conduct
Guidelines, and the best interest of our stockholders.
Patrick Mack, brother of Michael J. Mack,
Jr. our President, Worldwide Construction and Forestry Operations, is an
employee in the Credit division of Deere. During fiscal 2009, Patrick Mack
received $393,454 in cash compensation and stock options valued at $132,951 at
the time of grant. Patrick Macks
34
compensation is consistent with that of
other employees at his grade level. Consistent with our Corporance Governance
Committee Charter, this transaction was approved by the Corporate Governance
Committee after determining that it is not inconsistent with our Code of Ethics
and Business Conduct Guidelines.
Following the end of fiscal 2009, Mr. Lane
received certain compensation as described in the Compensation Discussion &
Analysis under the heading Compensation Decisions Relating to Two Former
Executives.
Presiding
Director
While the Board has previously utilized an
independent presiding director concept, consistent with its continuing
commitment to strong corporate governance and Board independence, in May 2009
the Board passed a resolution to enhance the role of the Presiding Director. The
enhanced duties under the new policy include the following:
- Presides at all meetings of the Board at which the
Chairman is not present, including executive
sessions of the independent directors;
- Serves as liaison between the Chairman and the
independent directors;
- In consultation with the other independent
directors as appropriate:
- Collaborates with the Chairman regarding
information sent to the Board;
- Collaborates with the Chairman to set Board
meeting agendas;
- Collaborates with the Chairman to set meeting
schedules to assure that there is sufficient
time for discussion of all agenda items;
- Calls meetings of the independent directors when
necessary and appropriate;
- Remains available for consultation and direct
communication with Deeres shareholders.
Charles O. Holliday, Jr. currently serves
as our Presiding Director.
Communication with the Board
If you wish to communicate with the Board
you may send correspondence to Corporate Secretary, Deere & Company, One
John Deere Place, Moline, Illinois 61265-8098. The Secretary will submit your
correspondence to the Board or the appropriate committee, as
applicable.
You may communicate directly with the
Presiding Director of the Board by sending correspondence to Presiding Director,
Board of Directors, Deere & Company, Department A, One John Deere Place,
Moline, Illinois 61265-8098.
The Board met seven times during fiscal
2009. Directors are expected to attend Board meetings, meetings of committees on
which they serve and stockholder meetings. Directors are expected to spend the
time needed and meet as frequently as necessary to properly discharge their
responsibilities. During fiscal 2009, all directors attended 75% or more of the
meetings of the Board and committees on which they served. All directors
attended the annual stockholder meeting in February 2009.
Each Board meeting normally begins with a
session between the CEO and the independent directors. This provides a platform
for discussions outside the presence of the non-Board management attendees, as
well as an opportunity for the independent directors to go into executive
session (without the CEO) if requested by any director. The outside directors
may meet in executive session, without the CEO, at any time, and are scheduled
for such non-management executive sessions at each regularly scheduled Board
meeting. The Presiding Director will preside over these executive
sessions.
35
The Board has delegated some of its
authority to the following five committees of the Board: the Executive
Committee, the Compensation Committee, the Corporate Governance Committee, the
Pension Plan Oversight Committee and the Audit Review Committee. Each such
committee has adopted a charter that complies with current NYSE rules relating
to corporate governance matters. Copies of the committee charters, as well as
our Code of Ethics and Business Conduct Guidelines, are available at
www.JohnDeere.com/corpgov. A copy of these charters and policies also may be
obtained upon request to the Deere & Company Stockholder Relations
Department.
The Executive Committee
|
|
The Executive Committee may act on
behalf of the Board if a matter requires Board action between meetings of
the full Board. The Executive Committees authority concerning certain
significant matters is limited by law and our Bylaws. |
|
|
|
The Compensation
Committee |
|
The Compensation Committee approves
compensation for executive officers of Deere and makes recommendations to
the Board regarding incentive and equity-based compensation
plans.
The Compensation Committees
responsibilities include: |
|
|
|
|
|
- Evaluating and approving the compensation of
our executive officers, including reviewing and approving corporate
performance goals and objectives related to the compensation of our
executive officers;
- Evaluating Deeres performance and the
performance of the executive officers relative to compensation goals and
objectives;
- Determining and approving, either as the
Compensation Committee, or together with other independent directors (as
directed by the Board) the executive officers compensation levels based
on the Committees evaluation of their performance;
- Evaluating and approving compensation grants
to executive officers under our equity-based and incentive compensation
plans, policies and procedures;
- Overseeing our policies on structuring
compensation programs for executive officers to preserve tax
deductibility;
- Establishing and certifying the attainment
of performance goals pursuant to section 162(m) of the Internal Revenue
Code when required;
- Exercising the powers of the Committee set
forth in any compensation plan established by the Board;
- Retaining and terminating any independent
advisors used by the Committee to assist it in fulfilling its
responsibilities;
- Approving the fees and other retention terms
of any independent advisors to the Committee;
- Delegating authority to subcommittees and to
Deere for administration or other duties when the Committee deems it
appropriate;
- Adopting procedures and guidelines as the
Committee deems appropriate to carry out
its oversight functions;
- Producing any required reports on executive
compensation required to be included in
our filings with the SEC;
|
36
|
|
- Reviewing and discussing with our management
the Compensation Discussion and Analysis
(CD&A) to be included in our
filings with the SEC;
- Determining whether to recommend to the
Board that the CD&A be included in
our filings with the SEC;
- Making regular reports to the full Board on
the activities of the Committee;
- Evaluating annually the performance and
effectiveness of the Committee and
reporting to the Board on the results; and
- Performing such other duties as may be
assigned to the Committee by law or the
Board.
|
|
|
|
|
|
The Committee currently retains
Watson Wyatt & Company as its compensation consultant to provide
independent advice and ongoing recommendations regarding executive
compensation. The scope of the compensation consultants work includes the
following: |
|
|
|
|
|
- Provide independent input for the
Committees decision-making with respect to executive
compensation;
- Provide independent input for the Corporate
Governance Committees decision-making with respect to director
compensation;
- Advise the Committee on how best to make
compensation decisions balancing stockholder interests with those of
management;
- Apprise the Committee of best practices
regarding executive compensation; and
- Provide market data as a reference for the
Committee to consider in evaluating base salaries and variable pay
awards (both the forms of payments and the amounts) of the Named
Executive Officers (Named Executives).
|
|
|
|
|
|
The annual Compensation Committee
report follows the CD&A section of this Proxy Statement. Our processes
and procedures for considering and determining executive compensation are
more fully described in the CD&A. |
|
|
|
The
Corporate Governance Committee |
|
The Corporate Governance Committee
monitors corporate governance policies and procedures and serves as the
nominating committee for Board directors. The primary functions performed
by the Committee include:
- Developing, recommending and monitoring
corporate governance policies and
procedures for Deere and the Board;
- Identifying and recommending to the Board
individuals to be nominated as a
director;
- Ensuring that the Chairman periodically
reviews our plans regarding succession of
senior management with the Committee and
with all other independent directors;
- Making recommendations concerning the size,
composition, committee structure, fees
for the Board and criteria for tenure and
retention of directors;
|
37
|
|
- Overseeing our Office of Corporate
Compliance;
- Overseeing the evaluation of our management;
and
- Reviewing and reporting to the Board on the
performance and effectiveness of the
Board and the Corporate Governance Committee.
The Committee will consider
candidates for nomination as a director recommended by stockholders,
directors, officers, third party search firms and other sources. In
evaluating candidates, the Committee considers the needs of the Board and
the attributes of the candidate (including skills, experience,
international versus domestic background, diversity, age, and legal and
regulatory requirements). The Committee will review all candidates in the
same manner, regardless of the source of the recommendation. The Committee
will consider individuals recommended by stockholders for nomination as a
director in accordance with the procedures described under the
Stockholder Proposals and Nominations section of this Proxy
Statement.
The Board has determined that under
current NYSE listing standards all members of the Corporate Governance
Committee are independent. |
|
|
|
The Pension Plan Oversight
Committee |
|
The Pension Plan Oversight Committee
oversees our pension plans. The Committee establishes corporate policy
with respect to the pension plans, and reviews funding policies. The
Committee also has authority to make substantive amendments and
modifications to the pension plans. The Committee reports to the Board on
its activities. |
|
|
|
The Audit Review
Committee |
|
The Audit Review Committees duties
and responsibilities include, among other things:
- Retaining, overseeing and evaluating an
independent registered public accounting
firm to audit our annual financial statements and internal control over financial reporting;
- Assisting the Board in overseeing the
integrity of our financial statements,
compliance with legal requirements, the independent registered public accounting firms qualifications,
independence and performance, and the
performance of our internal auditors;
- Determining whether to recommend to the
Board that the financial statements and
related disclosures be included in our annual report filed with the SEC;
- Considering whether the provision by the
independent registered public accounting
firm of services not related to the annual audit and quarterly reviews is consistent with maintaining
the external auditors
independence;
- Approving the scope of the audit in
advance;
- Reviewing the financial statements and the
audit report with management and the
independent registered public accounting firm;
- Reviewing earnings and financial releases
with management;
- Reviewing our procedures relating to
business ethics;
|
38
|
|
- Consulting with the internal audit staff and
reviewing the internal audit function and
the adequacy of the internal control over
financial reporting;
- Reviewing the adequacy of the Audit Review
Committee charter;
- Reviewing policies relating to risk
assessment and management;
- Setting hiring policies for employees of the
independent registered public accounting
firm; and
- Approving all engagements for audit and
non-audit services by the independent
registered public accounting firm.
The Audit Review Committee reports
to the Board on its activities and findings.
The Board has determined that under
current NYSE listing standards all members of the Audit Review Committee
are independent and financially literate. The Board also determined that
Mr. Holliday, Mr. Patrick and Mrs. Peters are audit committee financial
experts as defined by the SEC and that each has accounting or related
financial management expertise as required by NYSE listing
standards.
The Audit Review Committee annual
report follows the Compensation of Directors section of this Proxy
Statement. |
The following table shows the current
membership of each committee and the number of meetings held by each committee
during fiscal 2009:
|
|
|
|
|
|
|
Pension |
|
|
|
|
|
|
|
Corporate |
|
Plan |
|
Audit |
|
Executive |
|
Compensation |
|
Governance |
|
Oversight |
|
Review |
Director |
Committee |
|
Committee |
|
Committee |
|
Committee |
|
Committee |
Samuel R. Allen |
X |
|
|
|
|
|
|
|
|
Crandall C.
Bowles |
X |
|
X |
|
Chair |
|
|
|
|
Vance D. Coffman |
X |
|
Chair |
|
X |
|
|
|
|
Charles O.
Holliday, Jr. |
X |
|
|
|
X |
|
|
|
Chair |
Dipak C. Jain |
|
|
|
|
|
|
X |
|
X |
Clayton M.
Jones |
|
|
X |
|
|
|
X |
|
|
Robert W. Lane |
Chair |
|
|
|
|
|
|
|
|
Joachim
Milberg |
|
|
|
|
X |
|
|
|
X |
Richard B. Myers |
|
|
X |
|
|
|
X |
|
|
Thomas H.
Patrick |
X |
|
|
|
|
|
Chair |
|
X |
Aulana L. Peters |
|
|
|
|
X |
|
|
|
X |
David B.
Speer |
|
|
X |
|
|
|
X |
|
|
Fiscal 2009 meetings |
0 |
|
7 |
|
4 |
|
2 |
|
4 |
39
COMPENSATION OF
DIRECTORS |
We pay non-employee directors an annual
retainer along with additional fees to committee chairpersons as described
below. We do not pay any other committee retainers or meeting fees. In addition,
we award non-employee directors restricted stock units (RSUs) upon their
election to the Board and at each annual meeting during their service as
directors. A person who becomes a non-employee director between annual meetings,
or who serves a partial term, receives a prorated retainer and a prorated RSU
award. We also reimburse directors for expenses related to meeting attendance.
Directors who are employees receive no additional compensation for serving on
the Board or its committees. Compensation for non-employee directors is reviewed
annually by the Corporate Governance Committee. No changes were made for fiscal
2009 director compensation. The following chart describes amounts paid and the
value of awards granted:
Date Approved by Corporate Governance Committee |
August 2007 |
Effective Date
of Annual Amounts |
September 2007 |
Retainer |
$ |
100,000 |
|
Equity
Award |
$ |
100,000 |
|
Audit Committee Chair Fee |
$ |
15,000 |
|
Compensation
Committee Chair Fee |
$ |
15,000 |
|
Other Committee Chair Fees |
$ |
10,000 |
|
Under our Non-Employee Director Deferred
Compensation Plan, directors may choose to defer some or all of their annual
retainers until retirement as a director. A director may elect to have these
deferrals invested in either an interest-bearing account or in an account with a
return equivalent to an investment in Deere common stock.
Until fiscal 2008, non-employee directors
received the equity award in the form of restricted stock. Beginning in fiscal
2008, directors receive the equity award in the form of RSUs. We do not impose
stock ownership requirements on directors but do require them to hold all equity
awards until one of the following triggering events: retirement from the Board,
permanent and total disability, death, or a change in control of Deere. The
directors are prohibited from selling, gifting or otherwise disposing of their
RSUs prior to a triggering event. While the restrictions are in effect, the
non-employee directors may vote the restricted shares, receive dividends on the
restricted shares and receive dividend equivalents on the RSUs.
In fiscal 2009, we provided the following
annual compensation to non-employee directors:
Fiscal
2009 Director Compensation Table
|
|
|
|
|
|
|
|
|
|
|
Nonqualified |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred |
|
|
|
|
Fees Earned or |
|
|
|
|
|
|
Compensation |
|
|
|
|
Paid in Cash |
|
Stock Awards |
|
Earnings |
|
|
|
|
($) |
|
($) |
|
($) |
|
Total |
Name |
(1) |
|
(2) |
|
(3) |
|
($) |
Crandall C. Bowles |
|
$ |
110,000 |
|
|
|
$ |
99,998 |
|
|
|
$ |
0 |
|
|
$ |
209,998 |
Vance D.
Coffman |
|
$ |
111,250 |
|
|
|
$ |
99,998 |
|
|
|
$ |
0 |
|
|
$ |
211,248 |
T. Kevin Dunnigan (4) |
|
$ |
45,417 |
|
|
|
$ |
0 |
|
|
|
$ |
0 |
|
|
$ |
45,417 |
Charles O.
Holliday, Jr. |
|
$ |
111,250 |
|
|
|
$ |
99,998 |
|
|
|
$ |
0 |
|
|
$ |
211,248 |
Dipak C. Jain |
|
$ |
100,000 |
|
|
|
$ |
99,998 |
|
|
|
$ |
5,068 |
|
|
$ |
205,066 |
Clayton M.
Jones |
|
$ |
100,000 |
|
|
|
$ |
99,998 |
|
|
|
$ |
0 |
|
|
$ |
199,998 |
Arthur L. Kelly (4) |
|
$ |
45,417 |
|
|
|
$ |
0 |
|
|
|
$ |
2,459 |
|
|
$ |
47,876 |
Antonio Madero
B. (4) |
|
$ |
41,667 |
|
|
|
$ |
0 |
|
|
|
$ |
0 |
|
|
$ |
41,667 |
Joachim Milberg |
|
$ |
100,000 |
|
|
|
$ |
99,998 |
|
|
|
$ |
0 |
|
|
$ |
199,998 |
40
|
|
|
|
|
|
|
|
|
Nonqualified |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred |
|
|
|
|
Fees Earned or |
|
|
|
|
Compensation |
|
|
|
|
Paid in Cash |
|
Stock Awards |
|
Earnings |
|
|
|
|
($) |
|
($) |
|
($) |
|
Total |
Name |
(1) |
|
(2) |
|
(3) |
|
($) |
Richard B. Myers |
|
$ |
100,000 |
|
|
$ |
99,998 |
|
$ |
0 |
|
$ |
199,998 |
Thomas H.
Patrick |
|
$ |
110,000 |
|
|
$ |
99,998 |
|
$ |
0 |
|
$ |
209,998 |
Aulana L. Peters |
|
$ |
100,000 |
|
|
$ |
99,998 |
|
$ |
0 |
|
$ |
199,998 |
David B. Speer
(5) |
|
$ |
87,500 |
|
|
$ |
110,686 |
|
$ |
0 |
|
$ |
198,186 |
(1) |
|
All fees earned in
fiscal 2009, including Committee Chairperson fees, whether paid in cash or
deferred under the Non-Employee Director Deferred Compensation Plan, are
included in this column. Messrs. Coffman, Holliday, Dunnigan, and Kelly
received pro-rata chair fees in fiscal 2009. |
|
(2) |
|
Represents the grant
date fair value of RSUs for financial statement reporting purposes in
accordance with accounting principles generally accepted in the United
States of America (GAAP). These amounts represent our accounting expense
for these awards and do not correspond to the actual value that will be
realized by the non-employee directors. All grants are fully expensed in
the fiscal year granted based on the grant price (the average of the high
and low price for Deere common stock on the grant date). For fiscal 2009,
the grant date was March 4, 2009, and the grant price was $26.99. The
non-employee director grant date is seven calendar days after the annual
meeting of stockholders. The grant price for the pro-rated RSU award as
discussed in footnote (5) below was $33.40. The assumptions made in
valuing the RSUs reported in this column are discussed in Note 24, Stock
Option and Restricted Stock Awards of our consolidated financial
statements filed with the SEC on Form 10-K for the fiscal year ended
October 31, 2009. We recognize the compensation cost on the RSU awards in
the fiscal year they are granted because directors are eligible to receive
payment of the awards upon cessation of service as a member of the Board.
The following table lists the cumulative restricted shares and RSUs held
by current directors as of October 31, 2009. These shares and units may
not be transferred prior to retirement as a
director. |
Director Name |
|
Restricted Shares |
|
RSUs |
Crandall C. Bowles |
|
19,916 |
|
|
4,842 |
Vance
D. Coffman |
|
6,532 |
|
|
4,842 |
Charles O. Holliday, Jr. |
|
1,160 |
|
|
4,842 |
Dipak
C. Jain |
|
13,234 |
|
|
4,842 |
Clayton M. Jones |
|
824 |
|
|
4,842 |
Joachim Milberg |
|
10,708 |
|
|
4,842 |
Richard B. Myers |
|
3,176 |
|
|
4,842 |
Thomas
H. Patrick |
|
19,252 |
|
|
4,842 |
Aulana L. Peters |
|
12,008 |
|
|
4,842 |
David
B. Speer (5) |
|
0 |
|
|
4,025 |
(3) |
|
Directors are eligible
to participate in the Non-Employee Director Deferred Compensation Plan.
Under this plan, participants may defer part or all of their annual cash
compensation. In addition, when the non-employee director retirement plan
was eliminated in 1997, participating directors at that time received a
lump sum deferral to the plan equal to the present value of the life
annuity offered under the former retirement plan. For these deferrals, two
investment choices are available: |
|
|
|
|
|
- an interest bearing alternative which pays
interest at the end of each calendar quarter based on the prime rate as
determined by the Federal Reserve Statistical Release plus 2% for
amounts deferred prior to fiscal 2010. For amounts deferred starting in
fiscal 2010, the interest rate is based on the Moodys A rated
Corporate Bond Rate; or
|
41
|
|
- an equity alternative denominated in units
of Deere common stock which earns additional shares each quarter at the quarterly dividend rate on Deere
common stock.
|
|
|
|
|
|
The amounts included in this column
represent the above-market earnings on the interest bearing investment
alternative. Above-market earnings represent the difference between the
prime rate as determined by the Federal Reserve Statistical Release plus
2% and 120% of the applicable federal long-term rate. The elimination of
above market earnings on voluntary deferred compensation for deferrals
made after fiscal 2009 is consistent with the change in interest rate on
voluntary deferred compensation for the Named Executives. |
|
|
|
(4) |
|
Messrs. Dunnigan,
Kelly and Maderos terms expired at the annual meeting of shareholders
held on February 25, 2009. The amounts in the Fees Earned column reflect
payment for service through that date. Amounts in the Nonqualified
Deferred Compensation Earnings column represent earnings for the entire
fiscal year. |
|
(5) |
|
Mr. Speer was elected
to the Board on November 15, 2008. His amounts reflect a partial year
award for the retainer fees, a pro-rated RSU award for November 2008 until
February 2009, and a full RSU award in March
2009. |
42
The reports of the Audit Review
Committee and the Compensation Committee that follow will not be deemed
incorporated by reference by any general statement incorporating by reference
this proxy statement or future filings into any filing under the Securities Act
of 1933 or under the Securities Exchange Act of 1934, except to the extent that
Deere specifically incorporates the information by reference, and will not
otherwise be deemed filed under these Acts.
AUDIT REVIEW
COMMITTEE REPORT |
To the Board of Directors:
The Audit Review
Committee consists of the following members of the Board of Directors: Charles
O. Holliday, Jr. (Chair), Dipak C. Jain, Joachim Milberg, Thomas H. Patrick and
Aulana L. Peters. Each of the members is independent as defined under the rules
of the New York Stock Exchange (NYSE). The Audit Review Committee is
responsible for assisting the Board of Directors in fulfilling its oversight
responsibilities pertaining to the accounting, auditing and financial reporting
processes of Deere & Company (Deere). Management is responsible for
establishing and maintaining Deeres internal control over financial reporting
and for preparing financial statements in accordance with accounting principles
generally accepted in the United States of America. The Audit Review Committee
is directly responsible for the appointment, oversight, compensation and
retention of Deloitte & Touche LLP, the independent registered public
accounting firm for Deere. Deloitte & Touche LLP is responsible for performing an
independent audit of Deeres annual financial statements and internal control
over financial reporting, and expressing opinions on (i) the conformity of
Deeres financial statements with accounting principles generally accepted in
the United States of America and (ii) the effectiveness of internal control over
financial reporting.
All members of the Audit Review Committee
are financially literate under the applicable NYSE rules, and the following
members of the Committee Mr. Holliday, Mr. Patrick and Mrs. Peters are
audit committee financial experts within the meaning of that term as defined
by the Securities and Exchange Commission (SEC) in Regulation S-K under the
Securities Exchange Act of 1934, as amended. The Audit Review Committee has a
written charter describing its responsibilities, which has been approved by the
Board of Directors and is available on Deeres website at www.deere.com/corpgov.
The Audit Review Committees responsibility is one of oversight. Members of the
Audit Review Committee rely on the information provided and the representations
made to them by management, which has primary responsibility for establishing
and maintaining appropriate internal control over financial reporting, and for
Deeres financial statements and reports; and by the independent registered
public accounting firm, which is responsible for performing an audit in
accordance with Standards of the Public Company Accounting Oversight Board
(United States) (PCAOB) and expressing opinions on (i) the conformity of
Deeres financial statements with accounting principles generally accepted in
the United States and (ii) the effectiveness of internal control over financial
reporting.
In this context, we have reviewed and
discussed with management Deeres audited financial statements as of and for the
year ended October 31, 2009.
We have discussed
with Deloitte & Touche LLP, the independent registered public accounting firm for Deere,
the matters required to be discussed by American Institute of Certified Public
Accountants, Professional Standards, Vol. 1. AU Section 380), as adopted
by PCAOB in Rule 3200T.
43
We have received
and reviewed the written disclosures and the letter from Deloitte &
Touche LLP required by applicable requirements of the PCAOB regarding the
independent registered public accounting firms communications with the Audit
Review Committee concerning independence, and have discussed with them their
independence. We have concluded that Deloitte & Touche LLPs provision of audit and
non-audit services to Deere is compatible with their independence.
Based on the
reviews and discussions referred to above, and exercising our business judgment,
we recommend to the Board of Directors that the financial statements referred to
above be included in Deeres Annual Report on Form 10-K for the fiscal year
ended October 31, 2009 for filing with the SEC. We have selected Deloitte &
Touche LLP as
Deere & Companys independent registered public accounting firm for fiscal
2010, and have approved submitting the selection of the independent registered
public accounting firm for ratification by the shareholders.
|
Audit Review
Committee Charles O. Holliday, Jr.
(Chair) Dipak C.
Jain Joachim
Milberg Thomas H.
Patrick Aulana L.
Peters |
44
COMPENSATION
DISCUSSION & ANALYSIS
(CD&A) |
Introduction
The CD&A is organized as
follows:
- Overview of our Named Executive Officers;
- Executive summary describing our compensation
strategy and philosophy;
- Description of the roles of the Compensation
Committee (Committee) of the Board of Directors and the Compensation Consultant;
- Discussion of our peer group and market
data;
- Description of certain CEO and business changes in
fiscal 2009;
- Explanation of the elements of executive
compensation and Deeres performance metrics along with a comparison of these elements to the marketplace;
- Analysis of total direct compensation;
- Description of indirect compensation elements and
rationale; and
- Discussion of certain Committee decisions relating
to compensation for fiscal 2010.
Following the CD&A are a series of
tables containing detailed information about the compensation earned by the
following executive officers listed in the Summary Compensation Table (each a
Named Executive) in fiscal 2009.
Named
Executive Officers
The following table shows senior
leadership changes that occurred during fiscal 2009:
Name |
|
|
Previous Position |
|
Current Position |
Samuel R. Allen |
|
President, Worldwide Construction & |
|
President and Chief Executive Officer |
|
|
Forestry Operations* |
|
effective August 1, 2009 |
Robert
W. Lane |
|
Chairman,
President and Chief |
|
Chairman
effective until February 24, 2010; |
|
|
Executive
Officer |
|
Retired as
employee effective December 31, 2009 |
James M. Field |
|
President, (former) Commercial & |
|
Senior Vice President and Chief Financial |
|
|
Consumer Equipment Operations |
|
Officer effective June 1, 2009 |
Michael J. Mack, Jr. |
|
Senior Vice
President and Chief |
|
President,
Worldwide Construction & Forestry |
|
|
Financial
Officer |
|
Operations
effective June 1, 2009 |
David C. Everitt |
|
President, Agricultural Equipment |
|
President, Agricultural Equipment Operations |
|
|
Operations |
|
|
James
A. Israel |
|
President, John
Deere Credit |
|
President, John
Deere Credit |
James R. Jenkins |
|
Senior Vice President and General |
|
Senior Vice President and General Counsel |
|
|
Counsel |
|
|
H.J.
Markley |
|
Executive Vice
President, Worldwide |
|
Executive Vice
President, Worldwide Parts and |
|
|
Parts and Global
Supply Management |
|
Global Supply
Management; Retired effective |
|
|
|
|
December 31,
2009** |
* |
|
During the transition to CEO, Mr.
Allen served as President and Chief Operating Officer from June 1, 2009 to
August 1, 2009. Effective February 24, 2010, Mr. Allen is appointed
Chairman of the Board of Directors. |
|
** |
|
Mr. Markley is no longer an
active employee of Deere as of August 28, 2009. Mr. Markleys effective
retirement date was December 31, 2009, due to his use of accumulated
vacation. |
Executive
Summary
At Deere, we aspire to distinctively serve
our customers those linked to the land through a great business. To achieve
this aspiration, our strategy is:
- Exceptional operating performance;
- Disciplined growth of shareholder value added
(SVA); and
- Aligned high-performance teamwork.
45
Execution of this strategy is expected to
create a sustainable business that rewards our customers, our employees and our
stockholders. The following CD&A describes how our employees, particularly
our Named Executives, are rewarded through our compensation programs.
Compensation Philosophy
Our
longstanding compensation philosophy includes the principles of paying for
performance, supporting business strategies and paying competitively. The
Committee believes that this philosophy continues to drive our salaried
employees to produce positive results for Deere and our shareholders. This
philosophy drives our compensation design, as described under the section Total
Rewards Strategy, which was approved by the Board in August 2002. Total Rewards
Strategy represents the collaboration between Deere and its salaried employees
to strive for higher company performance, while maintaining our core values of
quality, innovation, integrity and commitment.
Total
Direct Compensation
Total direct
compensation, consisting of base salary, Short-Term Incentive (STI), Mid-Term
Incentive (MTI) and Long-Term Incentive (LTI), is the focus of the
Committees annual review of compensation for the Named Executives. Base salary,
STI and MTI awards are delivered in cash. Long-term incentives consist of equity
awards including RSUs and stock options. Indirect compensation includes
perquisites, retirement benefits, deferred compensation and post-employment
benefits.
The following table summarizes the direct
compensation elements awarded to Named Executives in fiscal 2009 using (a)
salary and non-equity incentive plan compensation as reported in the Summary
Compensation Table; (b) the full grant date value for RSUs awarded in fiscal
2009; and (c) the full binomial value for stock options awards in fiscal 2009.
Inclusion of this table is not intended to replace the Fiscal 2009 Summary
Compensation Table, but rather to demonstrate how the Committee views the
compensation awarded to Named Executives during the year and at the time equity
awards are granted. Market data for most of the companies in our peer group is
available using this methodology.
|
|
|
|
|
|
Stock |
|
|
|
|
Non-Equity |
|
|
|
|
|
|
%
change |
|
Fiscal |
|
|
|
|
Awards |
|
Option |
|
Incentive Plan |
|
Total Direct |
|
from |
Name |
Year |
|
Salary |
|
(RSUs) |
|
Awards |
|
Compensation |
|
Compensation |
|
prior year |
Samuel R. Allen |
2009 |
|
$ |
795,965 |
|
$ |
829,038 |
|
$ |
818,914 |
|
|
$ |
1,606,687 |
|
|
|
$ |
4,050,604 |
|
|
-5 |
% |
|
2008 |
|
$ |
578,205 |
|
$ |
852,938 |
|
$ |
803,743 |
|
|
$ |
2,006,962 |
|
|
|
$ |
4,241,848 |
|
|
9 |
% |
|
2007 |
|
$ |
546,521 |
|
$ |
783,385 |
|
$ |
684,820 |
|
|
$ |
1,877,143 |
|
|
|
$ |
3,891,869 |
|
|
|
|
Robert W.
Lane |
2009 |
|
$ |
1,512,779 |
|
$ |
3,769,920 |
|
$ |
3,723,837 |
|
|
$ |
4,864,800 |
|
|
|
$ |
13,871,336 |
|
|
-12 |
% |
|
2008 |
|
$ |
1,435,545 |
|
$ |
3,807,980 |
|
$ |
3,588,470 |
|
|
$ |
6,930,421 |
|
|
|
$ |
15,762,416 |
|
|
10 |
% |
|
2007 |
|
$ |
1,306,280 |
|
$ |
3,505,059 |
|
$ |
3,063,858 |
|
|
$ |
6,393,070 |
|
|
|
$ |
14,268,267 |
|
|
|
|
James M. Field* |
2009 |
|
$ |
492,321 |
|
$ |
557,650 |
|
$ |
550,845 |
|
|
$ |
1,282,097 |
|
|
|
$ |
2,882,913 |
|
|
|
|
Michael J. Mack,
Jr. |
2009 |
|
$ |
582,821 |
|
$ |
682,357 |
|
$ |
674,027 |
|
|
$ |
1,342,033 |
|
|
|
$ |
3,281,238 |
|
|
-15 |
% |
|
2008 |
|
$ |
543,367 |
|
$ |
722,018 |
|
$ |
680,425 |
|
|
$ |
1,930,241 |
|
|
|
$ |
3,876,051 |
|
|
13 |
% |
|
2007 |
|
$ |
515,646 |
|
$ |
570,922 |
|
$ |
499,048 |
|
|
$ |
1,834,698 |
|
|
|
$ |
3,420,314 |
|
|
|
|
David C. Everitt |
2009 |
|
$ |
624,820 |
|
$ |
829,474 |
|
$ |
819,332 |
|
|
$ |
1,378,309 |
|
|
|
$ |
3,651,935 |
|
|
-14 |
% |
|
2008 |
|
$ |
590,115 |
|
$ |
861,288 |
|
$ |
811,639 |
|
|
$ |
2,008,179 |
|
|
|
$ |
4,271,221 |
|
|
10 |
% |
|
2007 |
|
$ |
552,299 |
|
$ |
777,096 |
|
$ |
679,294 |
|
|
$ |
1,885,089 |
|
|
|
$ |
3,893,778 |
|
|
|
|
James A.
Israel |
2009 |
|
$ |
460,863 |
|
$ |
561,855 |
|
$ |
555,011 |
|
|
$ |
1,266,818 |
|
|
|
$ |
2,844,547 |
|
|
-15 |
% |
|
2008 |
|
$ |
438,950 |
|
$ |
594,561 |
|
$ |
560,288 |
|
|
$ |
1,770,228 |
|
|
|
$ |
3,364,027 |
|
|
|
|
James R. Jenkins* |
2009 |
|
$ |
546,225 |
|
$ |
665,896 |
|
$ |
657,780 |
|
|
$ |
1,324,864 |
|
|
|
$ |
3,194,765 |
|
|
|
|
H. J.
Markley |
2009 |
|
$ |
592,842 |
|
$ |
722,776 |
|
$ |
713,964 |
|
|
$ |
1,356,564 |
|
|
|
$ |
3,386,146 |
|
|
-18 |
% |
|
2008 |
|
$ |
564,654 |
|
$ |
809,772 |
|
$ |
763,149 |
|
|
$ |
1,983,925 |
|
|
|
$ |
4,121,500 |
|
|
8 |
% |
|
2007 |
|
$ |
538,596 |
|
$ |
742,556 |
|
$ |
649,131 |
|
|
$ |
1,880,550 |
|
|
|
$ |
3,810,833 |
|
|
|
|
* |
|
Messrs. Field and
Jenkins met the criteria for inclusion as Named Executives for the first
time in fiscal 2009. Therefore, only data for fiscal 2009 is
included. |
46
As seen from the above table, total direct
compensation is lower in fiscal 2009 than fiscal 2008 primarily due to lower
non-equity incentive compensation which is further explained in the Short-Term
Incentive section. Using the most currently available market data at the time
compensation actions occurred in December 2008, Committee decisions resulted in
total direct compensation:
- slightly above 50th percentile of our peer group
for the former CEO (Mr. Lane); and
- slightly below, on average, the
75th percentile for the remaining Named Executives.
See the Review and Approval of Total
Direct Compensation section below for an overview of compensation delivery for
fiscal 2009.
Pay for
Performance Analysis
In the course
of reviewing our overall executive compensation program, our compensation
consultant, Watson Wyatt & Company, reviewed the relationship between
long-term compensation (as further described in the Long-Term Compensation
section below) and our performance. This review was conducted in order to assess
whether the long-term compensation delivered to Named Executives for the prior
four fiscal years (2006-2009) has been commensurate with our performance
relative to our peer group as identified in the Peer Group and Market Data
section below. For purposes of this review, company performance is defined as
total shareholder return and long-term compensation is defined by realizable
value which is the sum of:
|
(i) |
|
the value of any in-the-money
stock options granted over the four-year period reviewed (the difference
between the closing price for Deere common stock on October 31, 2009,
which was $45.55, and the option exercise price); |
|
|
|
(ii) |
|
the current value of restricted
shares granted over the four-year period reviewed; and |
|
|
|
(iii) |
|
the value of payouts made under
the MTI for the four-year performance period ending in
2009. |
This analysis reveals that we achieved
total shareholder return in the upper quartile of the peer group from fiscal
2006-2009 while realizable values for long-term compensation for the Named
Executives were between the median and 75th percentile of the peer group. The
Committee believes this analysis demonstrates an appropriate relationship
between our long-term compensation and company performance.
Since we did not achieve maximum STI
payout for fiscal 2009, total direct compensation for the Named Executives is
between median and upper quartile as compared to the peer group. The Committee
believes that although our performance in terms of total shareholder return was
in the upper quartile, the Named Executives total direct compensation is
appropriate given the companys STI and MTI results as compared to the
performance metrics established at the beginning of the year.
Committee
Actions in Fiscal 2009
The
Committee reviews our executive compensation programs on an ongoing basis.
Recent actions of the Committee include:
- Increased base salaries in December 2008 for Named
Executives between 5-10% to better align with
market data available at the time;
- Approved a four-year performance period covering
fiscal 2009-2012 for MTI which increased the
amount of SVA required to achieve a maximum payout from $4.15 billion
to $5.7 billion;
- Reduced the number of RSUs and options granted in
December 2008 as further explained in footnote
(3) to the Grants of Plan-Based Awards Table;
- Starting with calendar 2009, eliminated tax gross
ups except for those related to moving expenses
or international assignments as available to all employees;
- Limited CEOs personal usage of company aircraft
to approximately 100 hours;
47
- Adopted a Change in Control Program to replace
existing Change in Control Agreements and included the following benefit
changes:
- Changed the calculation of executive bonus to a
multiple of target bonus rather than the greater of target or actual bonus
earned;
- Eliminated excise tax gross up; and
- Eliminated additional years of service credit
under the supplemental retirement benefit program;
- Generally moved from a single trigger to a double
trigger change in control provision in the Omnibus Plan to be submitted for
shareholder approval at the February 2010 annual meeting;
- Eliminated above-market earnings on voluntary
deferred compensation for amounts deferred after fiscal 2009;
- Established a policy, effective at the beginning
of fiscal 2010, requiring Named Executives to fully reimburse Deere for
security services; and
- Approved changes to STI, MTI, and LTI for fiscal
2010 (see further explanation of changes below in Committee Actions Related
to Fiscal 2010.).
Although the required focus of the
CD&A is on compensation for the Named Executives, the compensation programs
discussed below apply, in many cases, to groups of employees beyond the Named
Executives.
Total Rewards Strategy
(TRS)
TRS includes base salary, short-term,
mid-term and long-term incentive compensation as well as employee benefits. The
award range and value from each of the incentive components of compensation is
tied to our performance through association with an operating metric or as a
function of our stock price. We have chosen metrics that align employee
compensation, including compensation for the Named Executives, to our business
strategy. This alignment is further accomplished by keeping our metrics simple,
transparent and consistently communicated from year to year. SVA, for example,
has been published in the annual report every year since 2002 in the section
following the Chairmans letter.
TRS was communicated throughout the Deere
enterprise prior to implementation in fiscal 2004 and applies to the majority of
salaried employees in addition to all of the Named Executives.
TRS is supported by the following
principles deriving from our compensation philosophy:
- Structure each element of compensation to provide
total reward opportunity sufficient to attract, retain and motivate
high-caliber executives;
- As Named Executives assume greater
responsibility:
- A larger portion of their total compensation
should be at risk in the form of short-term, mid-term and long-term
incentive awards; and
- A larger portion of their incentive awards should
be focused on long-term awards to drive sustainable shareholder
value;
- Provide the appropriate level of reward for
performance:
- Below median total compensation for substandard
company performance;
- Median total compensation for median levels of
company performance; and
- Upper quartile total compensation for sustained
upper quartile company performance;
- Recognize the cyclical nature of our equipment
businesses and the need to manage value throughout the business cycle;
- Provide significant opportunity and incentives for
Named Executives to be long-term stockholders of Deere;
- Structure our compensation programs to meet the
tax deductibility criteria in the U.S. Internal Revenue Code (IRC) where
practicable; and
- Structure our compensation programs to be regarded
positively by our stockholders and employees.
48
Compensation Committee
The Committee is responsible for reviewing
and approving corporate goals and objectives relevant to compensation for the
majority of salaried employees, evaluating the Named Executives performance in
relation to these goals, and evaluating and approving compensation of the Named
Executives. See the Committees section of this Proxy Statement for a detailed
listing of Committee responsibilities and members.
The Committee does not delegate any
responsibilities related to the compensation of Named Executives and the
Committee exercises its independent judgment when approving executive
compensation. No member of the Committee is a former or current officer of Deere
or any of its subsidiaries.
The Committee periodically reviews
compensation delivery to ensure its alignment with our business strategy and
performance, market practices and the interest of employees and stockholders. In
addition, the Committee periodically reviews market practices for all elements
of executive compensation and approves necessary adjustments to remain
competitive.
The Corporate Governance Committee of the
Board directs an annual evaluation process of the Chief Executive Officer
(CEO). Generally, at the Board meeting in August each year, the full Board (in
executive session without the CEO present) evaluates the CEOs performance. The
Committee considers the Boards evaluation when providing recommendations to the
Board for the CEOs compensation. The Committees recommendations for the CEOs
compensation are presented to and approved by the independent members of the
Board. The CEO does not play a role in and is not present during discussions
regarding his own compensation.
The CEO plays a significant role in
setting the compensation for the other Named Executives. The CEO presents an
evaluation of each Named Executives individual performance. The CEO also
provides his recommendations for changes to the Named Executives base salaries
and LTI awards. Since the STI and MTI awards are calculated using predetermined
factors, the CEO does not provide recommendations for changes to the other Named
Executives STI and MTI awards. The Committee has the discretion to accept,
reject or modify the CEOs recommendations. The other Named Executives are not
present during these discussions.
Compensation Committee Consultant
During fiscal 2009 the Committee retained
Watson Wyatt & Company to replace Hewitt Associates LLC (Hewitt) as its
Compensation Consultant (Consultant) and to assist with designing our
executive compensation program, reviewing compensation relative to our
performance and the competitive market and monitoring the effectiveness of our
executive compensation program. In view of the actuarial and human resources
consulting services that Hewitt has historically provided, and continues to
provide, to Deere, the Committee determined that retaining a consultant that
does not provide other significant services to Deere would help ensure that it
was receiving, and was understood by all relevant constituencies to be
receiving, an independent perspective on executive compensation. The Consultant
attends Committee meetings, reviews compensation data with the Committee and
participates in general discussions regarding executive compensation
issues.
While the Committee considers input from
the Consultant, ultimately the Committees decisions reflect many factors and
considerations. Personnel in our human resources department, along with the Vice
President, Human Resources, work with the Consultant at the direction of the
Committee to develop materials and analysis essential to the Committees
compensation determinations and evaluations. Such materials include competitive
market assessments and summaries of current legal and regulatory
developments.
49
The Consultant periodically meets
independently with the Chairman of the Committee to discuss compensation
matters. In addition, the Consultant regularly participates in executive
sessions with the Committee (without any of our personnel or executives present)
to discuss compensation matters.
Hewitt provided consultation to the
Committee related to compensation decisions made for fiscal 2009. Watson Wyatt
& Company provided additional analysis during fiscal 2009 and guidance on
fiscal 2010 compensation targets and performance metrics. Hewitt continues to
provide the Committee with market data for our peer group companies while also
providing Deere with actuarial and human resource consulting services. Watson
Wyatt & Company provides no other significant services to Deere.
Peer Group and Market
Data
To ensure that total compensation for
Named Executives is aligned to the market, based on information provided by the
Consultant, we benchmarked compensation and performance against the following
peer group for fiscal 2009.
3M
Company |
Johnson Controls
Inc. |
Alcoa
Inc. |
Lockheed Martin
Corporation |
Caterpillar
Inc. |
Northrop Grumman
Corporation |
Cummins
Inc. |
PACCAR
Inc. |
Eaton
Corporation |
Parker Hannifin
Corporation |
Emerson Electric
Company |
PPG Industries
Inc. |
General Dynamics
Corporation |
Raytheon
Company |
The Goodyear
Tire & Rubber Company |
Textron
Inc. |
Honeywell
International Inc. |
United
Technologies Corporation |
Illinois Tool
Works Inc. |
Whirlpool
Corporation |
Ingersoll-Rand
Company Limited |
Xerox
Corporation |
These companies are similar to Deere in
sales volume, products, services, market capitalization and/or global
presence.
|
|
|
|
Revenue* |
Market Value |
|
|
|
|
Fiscal Year |
At
Oct 31, 2009 |
Company |
Fiscal
Year |
Employees |
($MM) |
($MM) |
3M |
Dec 08 |
79,183 |
|
$25,269 |
$52,084 |
|
Alcoa |
Dec 08 |
87,000 |
|
$26,901 |
$12,102 |
|
Caterpillar |
Dec 08 |
112,887 |
|
$51,324 |
$34,302 |
|
Cummins |
Dec 08 |
39,800 |
|
$14,354 |
$8,690 |
|
Eaton |
Dec 08 |
75,000 |
|
$15,376 |
$10,011 |
|
Emerson
Electric |
Sep 09 |
140,700 |
|
$20,915 |
$28,373 |
|
General
Dynamics |
Dec 08 |
92,300 |
|
$29,300 |
$24,190 |
|
Goodyear Tire &
Rubber |
Dec 08 |
74,700 |
|
$19,488 |
$3,119 |
|
Honeywell
International |
Dec 08 |
128,000 |
|
$36,556 |
$27,386 |
|
Illinois Tool
Works |
Dec 08 |
65,000 |
|
$15,869 |
$22,967 |
|
Ingersoll-Rand |
Dec 08 |
60,000 |
|
$13,227 |
$10,084 |
|
Johnson
Controls |
Sep 09 |
130,000 |
|
$28,497 |
$17,176 |
|
Lockheed
Martin |
Dec 08 |
146,000 |
|
$42,731 |
$26,194 |
|
Northrop
Grumman |
Dec 08 |
123,600 |
|
$33,887 |
$15,728 |
|
Paccar |
Dec 08 |
18,700 |
|
$14,973 |
$13,613 |
|
Parker
Hannifin |
Jun 09 |
51,639 |
|
$10,309 |
$8,513 |
|
PPG
Industries |
Dec 08 |
44,900 |
|
$15,849 |
$9,423 |
|
50
|
|
|
|
Revenue* |
Market Value |
|
|
|
|
Fiscal Year |
At
Oct 31, 2009 |
Company |
Fiscal
Year |
Employees |
($MM) |
($MM) |
Raytheon |
Dec 08 |
72,800 |
|
$23,174 |
$17,352 |
|
Textron |
Dec 08 |
43,000 |
|
$14,246 |
$4,805 |
|
TRW Automotive
Holdings |
Dec 08 |
62,200 |
|
$14,995 |
$1,807 |
|
United
Technologies |
Dec 08 |
223,100 |
|
$58,506 |
$57,612 |
|
Whirlpool |
Dec 08 |
69,612 |
|
$18,907 |
$5,318 |
|
Xerox |
Dec 08 |
57,100 |
|
$17,608 |
$6,537 |
|
|
|
75th
Percentile |
|
118,243 |
|
$28,899 |
$25,192 |
|
Median |
|
74,700 |
|
$19,488 |
$13,613 |
|
25th
Percentile |
|
58,550 |
|
$15,186 |
$8,602 |
|
|
|
Deere &
Company |
Oct
09 |
51,300 |
|
$23,112 |
$19,265 |
|
Source: S&P CompuStat Research Insight
Database
* Reflects revenue for last reported
fiscal year
Compensation paid by the peer group is
representative of the compensation we believe is required to attract, retain and
motivate executive talent. The list of companies has not significantly changed
in recent years and provides a consistent measure for comparing compensation.
The Committee periodically reviews and considers the peer group to confirm that
it continues to be an appropriate benchmark for the Named Executives
compensation and company performance.
CEO and Business Changes in Fiscal
2009
After an eighteen month succession
planning process, on June 1, 2009, the Board elected Samuel R. Allen as
President, Chief Operating Officer and a member of the Board. Mr. Allen has 34
years of service with the company and has been a senior officer since 2001.
Effective August 1, 2009, Mr. Allen became our Chief Executive
Officer.
In addition, Mr. Lane will continue to
serve as Chairman of the Board until February 24, 2010. Mr. Allen has been
appointed Chairman, effective February 24, 2010, immediately following the
annual meeting. Mr. Lane continued as an employee of Deere until December 31,
2009 and provided transition services.
The John Deere Agriculture & Turf
Equipment Division was created at the beginning of the third quarter of fiscal
2009 by combining the former Agricultural Equipment Operations and the former
Commercial and Consumer Equipment Operations. This operating change had no
affect on STI metrics for fiscal 2009. For a discussion on the impact of this
reorganization on fiscal 2010 STI metrics, see Committee Actions Related to
Fiscal 2010 below.
Elements of Executive
Compensation
Each component of direct and indirect
compensation and selected benefits is summarized in the table below:
|
|
|
Where
Reported in |
Component |
Purpose |
Characteristics |
Accompanying Tables |
Base
Salary |
Reward for level
of responsibility, experience and sustained individual
performance |
Fixed cash
component targeted at our peer group median. Base salary can vary from
market due to individual performance, experience, time in position and
internal equity considerations |
Fiscal 2009
Summary Compensation Table under the column
Salary |
51
|
|
|
Where
Reported in |
Component |
Purpose |
Characteristics |
Accompanying Tables |
Discretionary Bonus Awards |
To recognize outstanding individual
achievement |
A cash award that may not exceed 20% of
base salary, except in unusual circumstances |
No discretionary bonuses were awarded in
fiscal 2009 |
Short-Term Incentive (STI) |
Reward for the achievement of higher
profitability through operating efficiencies and asset management during
the fiscal year |
A target STI award is designed to
provide median annual cash compensation when combined with base salary
compared with our peer group |
Fiscal 2009 Summary Compensation Table
under the column Non-Equity Incentive Plan Compensation and Fiscal 2009
Grants of Plan-Based Awards under the column Estimated Future Payouts
Under Non-Equity Incentive Plan Awards |
Mid-Term Incentive (MTI) |
Reward for the achievement of sustained
profitable growth over a multi-year performance period |
Cash portion of long-term compensation.
MTI is designed to provide upper quartile compensation in combination with
base salary, above target STI and target LTI awards compared with our peer
group. |
Fiscal 2009 Summary Compensation Table
under the column Non-Equity Incentive Plan Compensation and Fiscal 2009
Grants of Plan-Based Awards under the column Estimated Future Payouts
Under Non-Equity Incentive Plan Awards |
Long-Term Incentive (LTI) |
Reward for the creation of shareholder
value as reflected by our stock price |
Equity-based portion of long-term
compensation. A target LTI award in combination with base salary and a
target STI award are designed to provide median compensation compared with
our peer group. Award is delivered through a combination of RSUs and stock
options. Ultimate value of award depends on our stock price. |
Fiscal 2009 Summary Compensation Table
under the column Stock Awards and Option Awards; Fiscal 2009 Grants of
Plan-Based Awards under the column Grant Date Fair Value of Stock and
Option Awards; Outstanding Equity Awards at Fiscal 2009 Year-End; Fiscal
2009 Option Exercises and Stock Vested; Fiscal 2009 Deferred Compensation
Table in the row Deferred RSUs |
Perquisites |
Provide our executives with selected
benefits commensurate with those provided to executives at our peer group
companies |
Benefits which personally benefit an
employee, are not related to job performance and are available to a select
group of employees. |
Fiscal 2009 Summary Compensation Table
under the column All Other Compensation |
Retirement Benefits |
Provide an appropriate level of
replacement income upon retirement |
A defined benefit pension plan plus a
401(k) plan (John Deere Savings and Investment Plan (SIP)). Our matches
to the SIP are based on the applicable pension option (traditional versus
contemporary) and our performance. |
Fiscal 2009 Summary Compensation Table
under the columns Change in Pension Value and All Other Compensation;
Fiscal 2009 Pension Benefits Table |
|
|
|
|
52
|
|
|
Where
Reported in |
Component |
Purpose |
Characteristics |
Accompanying Tables |
Deferred Compensation Benefits |
Allows executives to defer compensation
on a more tax-efficient basis |
Employees can elect to defer base
salary, STI or MTI into the Voluntary Deferred Compensation Plan.
Employees participating in the contemporary pension option can defer
employee contributions and receive matching employer contributions under
the Defined Contribution Restoration Plan. Also includes deferred RSUs. |
Accumulated amounts deferred are
reported in the Fiscal 2009 Deferred Compensation Table. Above-market
earnings on these accounts are reported in the Fiscal 2009 Summary
Compensation Table under the column Nonqualified Deferred Compensation
Earnings |
Potential Payments upon Change in
Control |
Encourage executives to operate in the
best interest of stockholders |
Contingent in nature. Most elements are
payable only if a Named Executives employment is terminated as specified
under the change in control provisions of various plans. |
Fiscal 2009 Potential Payments upon
Change in Control |
Other Potential Post-Employment
Payments |
Lists potential payments under the
scenarios of death, disability, retirement, termination without cause or
for cause, and voluntary separation |
Contingent in nature. Amounts are
payable only if a Named Executives employment is terminated as specified
under the arrangements of various plans. |
Fiscal 2009 Potential Payments upon
Termination of Employment Other than Following a Change in
Control |
Direct Compensation
Elements
The following information describes each
direct compensation element, including discussion of performance metrics, where
applicable.
Base Salary
In determining salary levels for each of
our Named Executives, the Committee takes into consideration factors such as
fulfillment of job responsibilities, the financial and operational performance
of the activities directed by each Named Executive, experience, time in
position, internal equity considerations, and potential. Each Named Executives
current salary as compared to the salary range and the median salary practices
of our peer group is also considered.
In December 2008, after considering the
aforementioned factors, the Committee approved a base salary increase of 5% for
the CEO and approved increases ranging from 5-10% for the other Named
Executives. The resulting increases align with the market median for similar
positions, except for the Chief Financial Officers (CFO). For both Mr. Field
and Mr. Mack, base salary is below the market median due to the limited time
each served in that position.
Short-Term Incentive
(STI)
These factors are used to calculate the
amount of the STI award paid to the Named Executives:
- Salary;
- Target award as described below under Approval of
STI Rates; and
- Deeres actual Operating Return on Operating
Assets (OROA) and Return on Equity (ROE)
performance as defined below under Performance Metrics for
STI.
53
The STI Plan is periodically approved by
our stockholders and was last approved at the February 2005 annual meeting. The
STI Plan will be considered for re-approval at the February 2010 annual
meeting.
Performance Metrics for
STI
There are two metrics used in the
calculation of STI: one for the Equipment Operations and one for Credit
Operations. Credit Operations is a part of Financial Services.
OROA is the performance metric used by the
Equipment Operations. Deere is primarily a manufacturing company with high
investment in fixed assets, such as buildings and machinery, and significant
expenses with longer term payoffs, such as research and development. OROA was
selected as the STI performance metric because the Committee believes OROA
effectively measures the efficient use of the Equipment Operations assets.
Targeted OROA performance for each Equipment Operations segment changes
according to its sales volume.
The sales volume is measured in
relationship to mid-volume sales. Mid-volume sales are determined at the
beginning of the fiscal year and represent the midpoint of a business cycle. It
is determined using historical sales volumes, industry growth rates, and
equipment market share data among other considerations.
![](geereandco_nps5x5x1.jpg)
The line in the above graph represents how
Deeres operating leverage functions in a given business. For Deere, operating
leverage means:
- When sales volumes and capacity utilization are
low compared to mid-volume, it is more difficult to cover fixed costs and achieve high asset turnover;
therefore, OROA performance goals are lower;
and
- When sales volumes and capacity utilization are
high compared to mid-volume, it is easier to cover fixed costs and achieve high asset turnover; therefore, OROA
performance goals are higher.
By adjusting OROA performance goals as
sales volumes change, Deere believes the level of difficulty in attaining
targeted performance will be comparable for a range of sales volumes and
capacity utilization. To be successful as market conditions change, Deere must
strategically position the business by encouraging sound employee decisions
regarding investment of capital and other asset utilization. This model
encourages our management team to make the necessary structural changes to the
business such as capacity planning, margin enhancements and asset turnover for a
given level of volumes. Using OROA aligns this strategy to employee decisions
that affect this component of variable pay.
At the beginning of fiscal 2009, the
Committee approved the following OROA goals at different sales volume levels for
the Equipment Operations:
Fiscal 2009 OROA Goals |
|
Minimum |
|
Target |
|
Maximum |
OROA Goals at Low Volume |
4 |
% |
|
8 |
% |
|
12 |
% |
OROA
Goals at Mid-Volume |
8 |
% |
|
12 |
% |
|
20 |
% |
OROA Goals at High Volume |
12 |
% |
|
20 |
% |
|
28 |
% |
54
These OROA goals have not changed since
fiscal 2007.
ROE is the performance metric for the
Credit Operations. The Credit Operations has different cash flow risk
characteristics and operates with significantly different debt-to-equity
leverage than the Equipment Operations. ROE goals for the Credit Operations are
adjusted for the actual mix of business subsidized by the Equipment Operations
as well as for the business not subsidized. ROE goals are higher for
non-subsidized business. The Committee approved the following ROE goals at the
beginning of fiscal 2009:
Minimum |
|
Target |
|
Maximum |
12.33% |
|
13.35% |
|
14.36% |
The OROA and ROE calculations can be
summarized as follows:
OROA
for the Equipment
Operations:
Operating
profit
+ Provisions for MTI
awards
= Adjusted operating profit
|
OROA
= |
Adjusted
operating profit ÷ Average identifiable assets with inventories at
standard cost and significant goodwill phased in over sixty
months |
ROE
for the Credit
Operations:
Net income (after
taxes)
+ Provisions for MTI awards (net of income
taxes)
= Adjusted net income
|
ROE = |
Adjusted net
income ÷ Average equity with equity related to significant goodwill phased
in over sixty months |
Any significant goodwill from acquisitions
is phased into average assets or average equity evenly over a sixty-month
period. This policy encourages investments in sound acquisitions that may
include goodwill, while still requiring effective integration and management of
new businesses in a timely manner.
For the Named Executives, a corporate
composite weighting is used to calculate STI. For fiscal 2009, the corporate
composite weighting consists of:
Agricultural and Turf Operations OROA: |
|
|
Agricultural Equipment Operations OROA |
40 |
% |
Turf Operations OROA |
20 |
% |
Construction
& Forestry Operations OROA |
20 |
% |
Credit Operations ROE |
20 |
% |
Approval of STI
Rates
After review and consideration of
Deeres peer group data for target cash bonuses, the Committee approves target
STI rates as a percent of base salary for Named Executives at the beginning of
the fiscal year. In December 2008, the Committee approved STI rates for fiscal
2009 as follows:
STI Award
Rates: |
Fiscal 2009 |
Performance
Level |
Minimum |
|
Target |
|
Maximum |
CEO |
62.5% |
|
125.0 |
% |
|
250.0% |
Chief Operating
Officer |
50.0% |
|
100.0 |
% |
|
200.0% |
Other Named Executives |
42.5% |
|
85.0 |
% |
|
170.0% |
For more information on the range of STI
awards approved for fiscal 2009, see the Fiscal 2009 Grants of Plan-Based Awards
table and footnote (2) to the table.
55
Fiscal 2009 Performance Results
for STI
The chart below
details:
- the goals that were necessary to achieve STI
payout based on the sales volumes (OROA) and the actual mix of subsidized and non-subsidized business (ROE) using
the STI performance metrics approved by the
Committee; and
- the actual OROA and ROE performance calculated in
accordance with the STI plan.
|
Goal
to |
|
Fiscal
2009 |
|
|
|
Fiscal
2009 |
|
Weighted |
|
Achieve |
|
Performance |
|
Performance |
|
Award |
|
Award |
Fiscal 2009 Performance Results for
STI |
|
Payout |
|
Results |
|
as % of Target |
|
Weighting |
|
Results |
Agricultural & Turf Operations |
|
|
|
|
|
|
|
|
|
Agricultural Equipment Operations OROA |
18.4% for |
|
26.4% |
|
200% |
|
40% |
|
80% |
|
maximum |
|
|
|
|
|
|
|
|
Turf Operations OROA |
4.0%
for |
|
Below
Zero |
|
0% |
|
20% |
|
0% |
|
minimum |
|
|
|
|
|
|
|
|
Construction & Forestry Operations OROA |
4.0% for |
|
Below Zero |
|
0% |
|
20% |
|
0% |
|
minimum |
|
|
|
|
|
|
|
|
Credit
Operations ROE |
12.33%
for |
|
7.1% |
|
0% |
|
20% |
|
0% |
|
minimum |
|
|
|
|
|
|
|
|
Actual Performance as % of Target |
|
80% |
To further explain this chart and the
fiscal 2009 OROA goals, for example, because Agricultural Equipment Operations
sales were between low and mid volume for fiscal 2009, the division needed to
achieve 18.4% OROA to earn maximum payout (see Fiscal 2009 OROA Goals chart
above). Since the division achieved an OROA of 26.4%, a maximum payout for that
component of the corporate composite was earned. For fiscal 2009, actual sales
volumes for the combined Equipment Operations were below the mid
volume.
The dollar amounts of the STI awards paid
to Named Executives are calculated as follows:
Base salary
for the fiscal
year
x STI
target bonus
rates
x
Actual performance as a percent of target (up to a maximum of
200%)
=
STI award amount
STI awards paid to Named Executives are
detailed in the Fiscal 2009 Summary Compensation Table under footnote
(4).
The STI plan and the results for fiscal
2009 described above are also used to determine the STI award paid to most
salaried employees worldwide. For fiscal 2009, STI awards paid to the Named
Executives represented about 2.2% of the total amount of STI awards paid to
approximately 27,100 eligible salaried employees.
See Committee Actions Related to Fiscal
2010 for changes related to STI for fiscal 2010.
Long-Term
Compensation
Long-term compensation consists of a
combination of MTI and LTI. MTI is paid in cash and is considered part of
long-term compensation because each performance period encompasses a number of
years. LTI is awarded using RSUs and stock options.
56
Mid-Term Incentive
(MTI)
The following factors are used to
calculate the amount of the MTI award paid to the Named Executives:
- Median of actual salaries for the salary
grade;
- Target award as described below under Approval of
MTI Rates;
- Shareholder Value Added (SVA) results as defined
below under Performance Metrics for MTI;
and
- Number of eligible employees.*
* |
Participation in MTI
plan includes management level employees worldwide numbering about 7,600
as of fiscal 2009; therefore, the amount of each individual MTI award is
determined, in part, by the number of eligible employees in the
pool. |
The MTI Plan is periodically approved by
Deere stockholders and was last approved at the February 2008 annual meeting.
Performance Metrics for
MTI
In 2003, the Committee established SVA
as the MTI performance metric to determine Deeres success in delivering
sustained growth in economic profitability. SVA was selected as the MTI
performance metric because the Committee believes that Deere should: (a) earn,
at a minimum, its weighted average cost of capital each year; (b) ensure
investments in capital and research and development earn their cost of capital;
and (c) ensure acquisitions do not dissipate shareholder value. We believe that
sustained growth can be accomplished only through a combination of revenue
growth and high returns on invested capital. Because MTI is based on
enterprise-wide SVA, MTI facilitates teamwork across all units of our
business.
SVA calculations for the Equipment
Operations and Financial Services can be summarized as follows:
|
SVA of Equipment Operations: |
|
|
Operating profit |
|
|
+
|
Provisions for MTI awards |
|
|
- |
Estimated cost of assets ((average identifiable assets with
inventories at standard cost) x |
|
|
|
12%
cost of capital) |
|
|
= |
SVA
of Equipment Operations |
|
SVA of Financial Services: |
|
|
Net income divided by after-tax earnings rate of 65% |
|
|
+ |
Provisions for MTI awards |
|
|
+/- |
Allowance for
credit losses |
|
|
- |
Estimated cost of equity ((average equity plus average allowance
for credit losses) |
|
|
|
x
approximately 18% (pretax cost of equity)) |
|
|
= |
SVA
of Financial Services |
SVA of Equipment Operations + SVA of
Financial Services = Deere SVA
The Committee continues to evaluate and
test various operating performance metrics to determine the strongest
correlation over time with shareholder value creation. The Committee believes
SVA contains significant sustained performance incentives and has a proven
correlation to our total shareholder return. It has aligned employee performance
with our business strategy over the past six years.
The Committee has approved MTI performance
periods consisting of four consecutive fiscal years. The multi-year performance
period approach emphasizes and rewards consistent, sustained operating
performance. Since MTI was approved in 2003, two phase-in performance periods
were completed during fiscal 2004 and 2005, and four-year performance periods
were completed during fiscal years 2006
57
through 2009. Starting with the completion
of the first full four-year performance period in fiscal 2006, the Committee has
conducted annual reviews of the target and maximum SVA cap. The maximum SVA cap
matches enterprise SVA goals set by the business for each year in the
performance period. The target SVA is set at half of the maximum SVA cap. The
chart below details the target and maximum SVA goals for each of the performance
periods that include fiscal 2009.
|
Fiscal
2006 |
Fiscal
2007 |
Fiscal
2008 |
Fiscal
2009 |
|
through |
through |
through |
through |
Four-Year
Performance Periods |
Fiscal
2009 |
Fiscal
2010* |
Fiscal
2011* |
Fiscal
2012* |
Target SVA |
$1.5
billion |
$2.0
billion |
$2.075
billion |
$2.85
billion |
Maximum SVA
Cap |
$3.0
billion |
$4.0
billion |
$4.15
billion |
$5.7
billion |
% of SVA
Shared |
4.7% |
4.0% |
4.0% |
4.0% |
MTI Payout to all Plan |
|
|
|
|
Participants at
Target |
$70.5
million |
$80
million |
$83
million |
$114
million |
Payable in |
Dec 2009 |
Dec 2010 |
Dec 2011 |
Dec
2012 |
Approved by
Committee |
Nov 2005 |
Nov 2006 |
Nov 2007 |
Dec
2008 |
* |
For the multi-year
performance periods ending in fiscal 2010 and beyond, any significant
goodwill from acquisitions will be phased into average assets or average
equity evenly over a sixty-month period. This policy encourages
investments in sound acquisitions that may include goodwill, while still
requiring effective integration and management of new businesses in a
timely manner. |
If performance criteria are met, MTI plan
participants share in a percentage of four-year accumulated SVA (see chart
above), which results in a cash payout. The payout amount for each employee is
calculated using the MTI award rates below, but may be less depending on the
number of eligible employees in the pool. Any individual MTI award cannot exceed
the maximum approved by the Committee.
Inherent in the MTI plan is a lagging,
four-year impact of SVA. Whether positive or negative, SVA results for a given
year become part of the MTI award calculation for that year and the next three
years. Negative SVA in a given year is part of the calculation for that year and
the next three years and can offset positive SVA earned in a prior or future
year. Thus, MTI plan payouts made in a weak-performance year, following several
strong-performance years, will be higher than the financial results for a
weak-performance year alone would justify. The opposite is also true: MTI plan
payouts in a strong-performance year, following a number of weak-performance
years, will be lower than the financial results that the strong-performance year
alone would justify.
Approval of MTI
Rates
After review and consideration of
upper quartile compensation data of our peer group, the Committee approves MTI
rates as a percent of salary at the beginning of the last fiscal year of the
performance period. In December 2008, the Committee approved the following MTI
award rates for the four-year performance period ending October 31,
2009.
MTI Award Rates: |
|
|
Fiscal 2009 |
|
|
|
Minimum* |
|
Target |
|
Maximum |
CEO |
$1,100 |
|
160% |
|
320% |
Other Named
Executives |
$400 |
|
123% |
|
246% |
* |
A minimum MTI award
(defined in terms of actual dollars rather than as a percentage of salary)
will not be paid unless accumulated SVA exceeds $1 million for a four-year
performance period. |
The above MTI rates are unchanged since
fiscal 2007. For details of the range of MTI awards approved for the performance
period beginning in fiscal 2009, see the Fiscal 2009 Grants of Plan-Based Awards
table and footnote (2).
58
Fiscal 2009 Performance Results
for MTI
Deeres SVA, calculated in
accordance with the MTI performance metrics as described above, is illustrated
in the following table for the four-year performance period ending October 31,
2009:
Deere Enterprise SVA
Accumulated SVA for Performance
Period = $4,282
For the four-year performance period
ending October 31, 2009, the accumulated SVA, calculated in accordance with the
MTI plan as described above, exceeded the $3 billion cap, resulting in a maximum
MTI award. MTI awards paid to Named Executives are detailed in the Fiscal 2009
Summary Compensation Table under footnote (4). For fiscal 2009, MTI awards paid
to the Named Executives were equal to approximately 7% of the MTI payout to all
eligible employees.
In the years preceding the implementation
of MTI, fiscal 1994 to 2003, accumulated SVA, as reported, was negative
$1.4 billion as compared to accumulated positive SVA of $5.9 billion since 2003.
Deeres adoption of the SVA model was an important factor in this significant
SVA improvement.
See Committee Actions Related to Fiscal
2010 for changes related to MTI for fiscal 2010.
Long-Term Incentive
(LTI)
The purpose of LTI is to reward the Named
Executives for the creation of sustained shareholder value, encourage ownership
of Deere stock, foster teamwork and retain and motivate high-caliber executives.
We believe LTI aligns the interests of the Named Executives and our
stockholders.
LTI awards consist of annual grants of
market-priced stock options and RSUs under the John Deere Omnibus Equity and
Incentive Plan (Omnibus Plan). The Omnibus Plan is periodically approved by
our stockholders. The last such approval occurred at the February 2006 annual
meeting. The Omnibus Plan will be considered for re-approval at the February
2010 annual meeting.
The Committee established LTI grants to
the Named Executives based on the following criteria:
- level of responsibility;
- base salary;
- individual performance;
- current market practice;
- peer group data; and
- number of shares available under the Omnibus
Plan.
The number of options or RSUs previously
granted to or held by a Named Executive is not a factor in determining
individual grants. Past awards were granted based on performance in prior years.
As a result, potential accumulated wealth is not viewed as relevant in arriving
at the current year LTI award.
59
Approval of LTI Target
Awards
At the beginning of the fiscal
year, after review and consideration of peer group data on target long-term
incentives, the Committee approves a range of LTI factors that are a multiple of
the base salaries for Named Executives. The following factors, unchanged since
fiscal 2007, were approved for fiscal 2009:
LTI Award Factors: |
|
|
Fiscal 2009 |
|
|
|
Minimum |
|
Target |
|
Maximum |
CEO |
12.75x |
|
17.375x |
|
22x |
Other Named
Executives |
6x |
|
8.5x |
|
11x |
The Committee determines LTI awards at the
first Committee meeting at the beginning of the fiscal year. The Committee has
the discretion to increase or decrease a target LTI award within the approved
range to distinguish an individuals level of performance for the prior fiscal
year, to deliver a particular LTI value, or to reflect other adjustments as the
Committee feels necessary. For fiscal 2009, the Committee approved increases to
certain Named Executives target LTI awards in recognition of their individual
performance as illustrated in footnote (3) to the Fiscal 2009 Grants of Plan
Based Awards Table. Given the uncertainties of the market at the time of the
grant, the Committee approved a 10% reduction in the LTI award factor that had
been recommended by the CEO. In the case of the CEO, the full Board approved a
10% reduction from a target award. See footnote (3) to Fiscal 2009 Grants of
Plan-Based Awards table for LTI factors used to calculate the number of RSUs and
options awarded to each Named Executive during fiscal 2009.
Consistent with prior years, the Committee
approved the LTI award value to be delivered as approximately 50% in stock
options and approximately 50% in RSUs, using a conversion ratio of options to
RSUs of 3 to 1. At the time of approval, the Committee believed that the
resulting LTI value was aligned with Deeres peer group. See Fiscal 2009 Grants
of Plan-Based Awards table and footnotes (3) and (4) to the table for more
information on LTI awards delivered as well as terms of these awards. The
accounting expense recognized during fiscal years 2007 through 2009 related to
the LTI awards for the Named Executives is detailed in the Fiscal 2009 Summary
Compensation Table under footnotes (2) and (3).
For fiscal 2009, the number of RSUs
granted to the Named Executives represented 66% of all RSUs granted to eligible
salaried employees and the number of stock options granted to Named Executives
represented 14% of stock options granted to eligible salaried employees. These
proportions are consistent with our philosophy that as Named Executives assume
more responsibility, a larger portion of their incentive compensation should be
focused on longer-term awards.
See Committee Actions Related to Fiscal
2010 for changes related to LTI for fiscal 2010.
LTI Grant
Practices
As has been the practice for
more than 15 years, the Committee authorizes the annual LTI awards for all
eligible employees on a single date each year. The grant date is seven calendar
days after the first Board meeting of the fiscal year. This timing allows for
stock price stabilization after the release of year-end financial results and
Board meeting announcements. The grant price for LTI awards is the average of
the high and low common stock price on the grant date as reported on the NYSE.
We have used the average grant price methodology for more than 30 years. This
grant price is also used to determine the number of RSUs and stock options to be
granted.
Stock Ownership
Guidelines
Stock ownership guidelines
apply to Named Executives to encourage the retention of stock acquired through
our various equity incentive plans. These guidelines are based on a multiple of
each Named Executives base salary. The guidelines are five times base salary
for the CEO and 3.5 times base salary for the other Named Executives. RSUs and
any common stock held personally by the Named Executive are included in
determining whether a Named Executive has achieved the applicable
60
ownership guideline. The RSUs granted in
fiscal 2008 and 2009 must be held until retirement or other permitted
termination of employment. Stock options are not included in calculating whether
the guidelines have been met. Once the guideline is achieved by the Named
Executive, the number of shares held at that time becomes the fixed stock
ownership requirement for the Named Executive for three years, even if base
salary increases. Each of the Named Executives has achieved stockholdings in
excess of the applicable multiple.
Review and Approval of Total
Direct Compensation
The Committee
believes each pay element is consistent with our compensation philosophy of
paying for performance, supporting business strategies and paying competitively.
The pay elements are designed to complement each other and reward the
achievement of short-term and long-term objectives. The Compensation Committee
believes that the allocation of the cash and equity components of TRS for the
Named Executives strikes an appropriate balance between our objective of paying
competitively to retain high-caliber executives and aligning Named Executive
compensation with our long-term performance to create sustainable shareholder
value.
The Committee believes that Deeres
executive compensation is not structured to promote inappropriate risk taking by
our executives. The performance metrics for determining STI (OROA and ROE) and
MTI (SVA) are based on worldwide, publicly reported metrics with only minor
adjustments as described above. The metrics for STI are capped at a maximum
level of OROA and ROE performance. Payouts under the MTI plan are capped at a
maximum amount of accumulated SVA for the multi-year performance period. The
Committee believes that executive compensation opportunities are competitive
and, on that basis, not excessive. Stock ownership guidelines tie significant
amounts of personal wealth to Deeres long-term success. RSUs granted in
December 2002 and 2007 through 2009 are required to be held until retirement. In
addition, Deere has a Recoupment Policy which is described below. The stock
ownership guidelines and policy, among other things, discourage excessive and
unnecessary risk taking.
After review and consideration of our peer
group data, the Committee reviews the combination of these elements when
establishing compensation. The Committee intends that the combination of base
salary, target STI and target LTI awards will result in compensation at market
median. If the MTI goals are also met and above target STI goals are met, the
Named Executives will receive upper quartile compensation as compared to our
peer group. The Committee has evaluated the performance metrics associated with
STI and MTI. The Committee believes that the achievement of these performance
metrics will deliver upper quartile company performance as compared to our peer
group and that compensation for the Named Executives is in line with our
performance.
Although the Committee has the authority
to decrease or eliminate the STI and/or MTI awards, the Committee did not do so
for fiscal 2009. The Committee recognizes individual fulfillment of duties
through adjustments to base salary and by awarding LTI within the approved
ranges discussed above. The Committee reviews total direct compensation for each
Named Executive and compares this compensation to the market position data of
our peer group. This market position data takes into account the level of
responsibility (including the level of sales volume) for the Named Executives
operations.
Total direct compensation for the CEO is
higher than other Named Executives due to the CEOs breadth of executive and
operating responsibilities for the entire global enterprise and is supported by
a comparison to our peer group. We have a practice of rotating individuals among
the executive officer positions. As described in the beginning of the Executive
Summary section, a primary part of our strategy is aligned high-performance
teamwork. A substantial portion of the evaluation of individual performance is a
careful analysis of each Named Executives significant collaboration and
contribution to the success of a high performing team. Thus, while the market
data for each position is a factor in reviewing total direct compensation,
individual fulfillment of duties, teamwork, development, time in position,
experience and internal equity among Named Executives, other than the CEO, are
also considered. The Committee does not target CEO compensation as a certain
multiple of the compensation of the other Named Executives. The relationship
between the CEOs compensation and that of the other Named Executives is
influenced by the
61
absence of a chief operating officer in
our organizational structure. For our former CEO, Mr. Lane, total direct
compensation as compared to the other Named Executives total direct
compensation is generally comparable to the average ratio for similarly
structured companies in our peer group. For the current CEO, Mr. Allen, this
ratio is low as a result of his recent appointment to the position.
The fiscal 2009 STI awards apply only to
our performance in fiscal 2009. By contrast, the MTI award paid for fiscal 2009
is calculated based on our cumulative SVA performance over the most recent
four-year performance period, i.e. fiscal years 2006 through 2009. As detailed
in the foregoing section entitled Mid-Term Incentive, each fiscal years SVA
performance is part of the MTI calculations for up to four consecutive
performance periods. The SVA earned in fiscal 2009 will be included in the
calculations for the four MTI performance periods ending in fiscal years 2009,
2010, 2011 and 2012.
During fiscal 2009, after reviewing
current market practices and peer group data, the Compensation Committee made
adjustments to certain components of executive compensation. For example, as
described below in the section Committee Actions Related to Fiscal 2010, the
Committee reduced the potential STI bonus payout in the corporate composite
calculation by 20%. In addition, as described in the section Approval of LTI
Target Awards, the Compensation Committee approved a 10% reduction in the LTI
award factor for the Named Executives while the independent members of the Board
approved the same reduction for the CEO. The Compensation Committee believes
these changes are aligned with our compensation philosophy and peer group.
Limitations on Deductibility of
Compensation
Section 162(m) of the IRC
generally limits to $1 million the U.S. federal tax deductibility of
compensation paid in one year to any employee. Performance-based compensation is
not subject to the limits on deductibility of Section 162(m), provided such
compensation meets certain requirements, including stockholder approval of
material terms of compensation.
The Committee strives to provide Named
Executives with compensation programs that will preserve the tax deductibility
of compensation paid by Deere, to the extent reasonably practicable and to the
extent consistent with Deeres other compensation objectives. The Committee
believes, however, that stockholder interests are best served by not restricting
the Committees discretion and flexibility in structuring compensation programs,
even though those programs may result in certain non-deductible compensation
expenses.
Recoupment of Previously Paid
Incentive Compensation
In November
2007, the Committee adopted the Executive Incentive Award Recoupment Policy
(Recoupment Policy). The Recoupment Policy applies to the recoupment of
incentive compensation paid to or deferred by certain executives (including the
Named Executives) if certain conditions are met. This policy applies if the
Named Executive engaged in misconduct that:
- contributed to the need for a restatement of all
or a portion of Deeres financial statements filed with the SEC; or
- contributed to inaccurate operating metrics being
used to calculate incentive compensation.
Under the Recoupment Policy, if either of
the above scenarios apply, there must also be a determination that the Named
Executives incentive compensation would have been lower if the misconduct had
not occurred.
Indirect Compensation
Elements
Following is additional information about
each indirect compensation element:
Perquisites
Various perquisites
are offered to Named Executives that Deere and the Committee believe are
reasonable to remain competitive. These perquisites constitute a small
percentage of total compensation. The Committee conducts an annual review of the
perquisites offered to the Named Executives. As part of this
62
annual review, in May 2009, the Committee
established a policy requiring Named Executives to fully reimburse Deere for
security services effective for fiscal 2010. For more information on the
perquisites provided and to whom they apply, see footnote (6) to the Fiscal 2009
Summary Compensation Table. In addition to the items listed in the
aforementioned footnote, Named Executives, as well as other selected employees,
are also provided with the following perquisites at no incremental cost: indoor
parking, monitoring of home security systems and access to Deere-sponsored
skyboxes at local venues for personal use when not needed for business purposes.
Installation and maintenance costs of home security systems are the
responsibility of each Named Executive.
In August 2006, the Board voted to require
the CEO to use Deere aircraft for all business and personal travel, believing
that the ability to travel safely and efficiently provides substantial benefits
that justify the cost. Deeres geographic location in the Midwest, outside of a
major metropolitan area, makes personal and business travel cumbersome.
Travelling by company aircraft for business and personal purposes allows the CEO
to conduct business confidentially while travelling. Since the CEO travels
extensively, inefficient travel is costly to Deere. Personal use of Deeres
aircraft by other Named Executives is minimal. Any personal travel by the Named
Executives individually or accompanied by their family members on Deere aircraft
must be approved by the CEO. The Committee has limited the CEOs personal usage
of company aircraft to approximately 100 hours.
Retirement
Benefits
Pension
Benefits
The Named Executives
participate in the same range of pension benefits and are covered by the same
plans (with the exception of the Officer Option discussed under the section
Pension Benefits below) on the same plan terms provided to most qualifying
U.S. salaried employees. We also maintain two additional defined benefit plans
in which Named Executives may participate, the Senior Supplementary Pension
Benefit Plan (the Supplementary Plan) and the John Deere Supplemental Benefit
Plan (the Supplemental Plan).
The Supplementary Plan provides employees
with the same benefit they would have received under the qualified plan but for
the compensation limits imposed by the Internal Revenue Code and thereby avoids
the relative disadvantage that participants would experience compared to other
qualified plan participants. The Supplemental Plan is designed to reward career
service at Deere above a specified grade level and utilizes a formula that takes
into account only years of service above the specified grade level. We believe
that the defined benefit plans serve as important retention tools, provide a
level of competitive replacement income upon retirement, and reward long-term
employment and service as an officer of Deere. For additional information, see
the Fiscal 2009 Pension Benefits Table along with the accompanying narrative and
footnotes.
We also maintain a tax-qualified defined
contribution plan, the John Deere Savings and Investment Plan (SIP), that is
available to the majority of U.S. employees, including the Named Executives. We
make matching contributions on up to six percent of an employees pay to
participant SIP accounts. The fiscal year corporate composite OROA of the STI
Plan (see the Performance Metrics for STI section above) is used for
determining the level of actual company match for the following calendar
year. The following table illustrates the company match for calendar
2009, reported under the All Other Compensation column of the Fiscal 2009
Summary Compensation Table (stated as a percent of base salary):
Traditional |
Contemporary |
Contemporary |
1% 6% |
First 2% |
Next 4% |
100% |
300% |
100% |
Deferred
Compensation Benefits
We also
maintain certain deferred compensation plans that provide the Named Executives
with a longer-term savings opportunity on a tax-efficient basis. All deferred
compensation benefits are offered to attract, retain and motivate employees and
are commonly offered by companies with whom we compete for talent. See the
Nonqualified Deferred Compensation section below for more details.
63
Potential
Payments upon Change in Control and Other Potential Post-Employment
Payments
Potential
Payments upon Change in Control
We
have had change in control agreements in place since 2000. In August 2009, the
Committee approved a Change in Control Severance Program (the CIC Program) to
replace the existing change in control agreements. The adoption of the CIC
Program and corresponding changes to existing terms occurred as a result of the
Committees ongoing review of our executive compensation program and were
approved after consultation and review with the Consultant. The principal
changes introduced by the CIC Program are noted in the section Committee
Actions in Fiscal 2009 above.
The Committee believes that, as revised,
the CIC Program continues to serve the following purposes:
- Encourage executives to act in the best interests
of stockholders in evaluating a transaction that, without a change in control arrangement, could be personally
detrimental;
- Keep executives focused on running the business in
the face of real or rumored transactions;
- Protect the value of Deere by retaining key talent
in the face of corporate changes;
- Protect the value of Deere after a change in
control by including restrictive covenants (such as non-compete provisions) and a general release of claims in favor of
Deere; and
- Aid in the attraction and retention of executives
as a competitive practice.
For more information, see Fiscal 2009
Potential Payments upon Change in Control and corresponding tables.
Other Potential
Post Employment Payments
Upon
certain types of terminations of employment not related to a change in control,
payments under various Deere policies and plans may be paid to Named Executives.
These events and amounts are explained in the section below entitled Fiscal
2009 Potential Payments upon Termination of Employment Other than Following a
Change in Control.
Committee Actions
Related to Fiscal 2010
During fiscal 2009 and 2010, our
management continues to take an in-depth look at our overall strategy, including
positioning Deere for global growth. To that end, our compensation components
may change to realign with our business objectives. In anticipation of this
strategy review, the following decisions were approved by the Committee related
to TRS for fiscal 2010:
STI
Metrics
As mentioned above under Committee
Actions in Fiscal 2009, the Committee approved the following revisions related
to STI metrics for fiscal 2010:
|
1. |
|
Aligned ROE goals based on
debt-to-equity in the Credit Operations: |
|
|
|
|
|
The credit crisis created a
disruption of funding sources. The Credit Operations increased its cash
positions to assure sufficient funds to meet customers future financing
needs. This decision resulted in a lower debt-to-equity position, which
aligns to lower ROE. The Committee approved the following ROE goals, which
are benchmarked against other financial institutions categorized by SNL
Financial as a bank, thrift, or specialty lender with greater than $1
billion in average assets in fiscal 2008. |
Minimum |
Target |
Maximum |
10.00% |
10.93% |
11.86% |
64
|
2. |
|
Recognized the
combination of the former Agricultural Equipment Operations and former
Commercial and Consumer Equipment Operations effective with the third
quarter of fiscal 2009 as described above under CEO and Business Changes
in Fiscal 2009. The metrics for these operations will be combined for
fiscal 2010 as described below. |
|
|
|
3. |
|
Reduced potential STI
bonus payout in the corporate composite calculation: |
|
|
|
|
|
In fiscal 2009, the
Agricultural Equipment Operations OROA was weighted at 40% and the Turf
Operations was weighted 20%. Due to continued challenging business
conditions, our management recommended, and the Committee approved, that
the combined Agricultural and Turf Operations OROA be weighted at 40%
rather than 60%. This weighting results in a reduction of corporate
composite payout potential by 20%. We anticipate that fiscal 2010 will be
a transition year with further evaluation of this metric for fiscal 2011.
These changes impact the fiscal 2010 corporate composite for all STI
eligible employees including the Named Executives as
follows: |
Division Metric |
2010 Award
Weighting |
Agricultural and Turf Operations OROA |
40% |
Construction
& Forestry Operations OROA |
20% |
Financial Services ROE |
20% |
No Metric with
No Bonus Potential |
20% |
MTI
Metrics
The Committee has re-considered the impact
of four-year performance periods in light of the fluctuations in business
conditions and current market practice. During fiscal 2010, the Committee
intends to approve a three-year performance period starting in fiscal 2011 which
would cover fiscal years 2011 through 2013. The Committee believes a three-year
performance period will minimize the impact of the lag effect described above
and better matches the timing of SVA accumulation and an MTI payout. Therefore,
the Committee did not approve a four-year performance period starting in fiscal
2010, which would have covered fiscal years 2010 through 2013. This will provide
a logical transition from a four-year to a three-year performance
cycle.
LTI
The fiscal 2010 equity grant to Named
Executives, which was approved by the Committee and awarded in December 2009,
was based on the following criteria:
|
1. |
|
In fiscal 2009, the
number of shares were delivered in the form of 50% options and 50% RSUs.
For fiscal 2010, the LTI value was delivered in the form of 75% options
and 25% RSUs which better aligns our LTI mix of performance and time-based
awards with our peer group. |
|
|
|
2. |
|
For the Named
Executives, except for the CEO, the Committee approved a 10% reduction in
the LTI award factor that had been recommended by the CEO. In the case of
the CEO, the full Board approved a 10% reduction from a target
award. |
65
As a result of these decisions, the
following awards were approved for the grant on December 9, 2009 (see
Compensation Decisions Relating to Two Former Executives below for a
discussion regarding Mr. Lane and Mr. Markleys LTI award):
|
|
|
|
|
|
Exercise |
|
Grant Date Fair Value |
|
|
|
|
|
|
Price |
|
of
Stock and Option |
|
|
Award |
|
Number of
RSUs |
|
($
/ Sh) |
|
Awards |
Name |
|
Type |
|
or Options |
|
(1) |
|
($)
(2) |
Samuel R. Allen |
|
RSUs |
|
27,043 |
|
|
$52.25 |
|
|
$ |
1,412,997 |
|
|
|
Options |
|
269,353 |
|
|
|
|
|
$ |
4,231,536 |
|
|
|
|
|
|
|
|
|
|
|
$ |
5,644,533 |
|
James M.
Field |
|
RSUs |
|
5,668 |
|
|
$52.25 |
|
|
$ |
296,153 |
|
|
|
Options |
|
56,457 |
|
|
|
|
|
$ |
886,939 |
|
|
|
|
|
|
|
|
|
|
|
$ |
1,183,092 |
|
Michael J. Mack, Jr. |
|
RSUs |
|
6,505 |
|
|
$52.25 |
|
|
$ |
339,886 |
|
|
|
Options |
|
64,797 |
|
|
|
|
|
$ |
1,017,961 |
|
|
|
|
|
|
|
|
|
|
|
$ |
1,357,847 |
|
David C.
Everitt |
|
RSUs |
|
6,931 |
|
|
$52.25 |
|
|
$ |
362,145 |
|
|
|
Options |
|
69,036 |
|
|
|
|
|
$ |
1,084,556 |
|
|
|
|
|
|
|
|
|
|
|
$ |
1,446,701 |
|
James A. Israel |
|
RSUs |
|
5,101 |
|
|
$52.25 |
|
|
$ |
266,527 |
|
|
|
Options |
|
50,808 |
|
|
|
|
|
$ |
798,194 |
|
|
|
|
|
|
|
|
|
|
|
$ |
1,064,721 |
|
James R.
Jenkins |
|
RSUs |
|
6,046 |
|
|
$52.25 |
|
|
$ |
315,904 |
|
|
|
Options |
|
60,219 |
|
|
|
|
|
$ |
946,040 |
|
|
|
|
|
|
|
|
|
|
|
$ |
1,261,944 |
|
(1) |
|
The exercise price is
the average of the high and low price of Deere common stock on the NYSE on
the grant date. |
|
(2) |
|
For RSUs, fair value
is the market value of the underlying stock on the grant date (which is
the same as the exercise price). For options, the fair value on the grant
date was $15.71, which was calculated using the binomial lattice option
pricing model. |
The Committee and management are reviewing
current practices with respect to equity grants that occur in the year of an
eligible participants retirement. The Committee intends to adopt guidelines in
the future that will appropriately adjust any awards made within a twelve-month
window prior to the date of retirement.
The Omnibus Plan that will be presented
for approval at the February 2010 annual meeting, as described above in this
Proxy Statement, includes a provision that for awards made on or after February
24, 2010 there must be both a Change in Control of Deere and a Qualifying
Termination of Employment for the change in control acceleration provisions to
apply.
The capitalized terms are defined above in
the companys proposal.
Compensation
Decisions Relating to Two Former Executives
1. |
|
As noted above, Mr. Lane served
as our CEO through July 31, 2009 and continued as an employee of Deere
through his retirement date of December 31, 2009. Mr. Lane also continues
to serve as our Chairman until Februry 24, 2010. During the portion of
fiscal 2010 during which he remained in employee status, Mr. Lane
continued to be paid base salary at the annual rate of $1,518,800 and upon
retirement received payment of $186,923 for accrued but unused vacation.
The Committee designated Mr. Lane as an employee eligible for an STI award
for fiscal 2010 with a target rate of 125% of base salary. Under the terms
of the STI plan, Mr. Lanes award for fiscal 2010, if any, will be
calculated based on our performance in relation to the metrics
noted above and will take into account only his salary for the portion of
fiscal 2010 preceding his retirement. Under the terms of the MTI program,
Mr. Lane will be entitled to receive the MTI payout, if any, for the
four-year performance cycle ending with fiscal
2010. |
66
|
|
In December 2009, the Board awarded Mr. Lane an
LTI award based on the following considerations:
- Current contributions and responsibilities
as Chairman of the Board;
- Efforts in ensuring a successful transition
of leadership to Mr. Allen;
- Management of the succession planning
process and the development of a senior management team prepared to
continue strong leadership in the future;
- External acknowledgment of Mr. Lane and the companys
leadership in the following publications:
- Worlds Most Ethical Companies
Ethisphere Institute
- 50 Most Admired Global Companies Fortune
Magazine
- Most Admired Companies Industrial and Farm Equipment
(2nd) Fortune Magazine
- 100 Best Corporate Citizens CRO Magazine
- Worlds Best CEO Barrons Magazine
- Global Top Companies for Leaders Fortune
Magazine
|
|
|
|
|
|
Mr. Lanes LTI award consisting
of 47,846 RSUs had a value of approximately $2,500,000 on the date of
grant using the stock price fair market value of $52.25. For Mr. Lane,
this represents a significantly reduced award in comparison to an award
calculated using the CEO target award factor. The RSUs awarded to Mr. Lane
will settle after three years, reflecting Mr. Lanes future contributions
as an ongoing ambassador of Deere. |
|
|
|
The change in the actuarial
present value of Mr. Lanes accumulated benefit from the start of fiscal
2010 through Mr. Lanes retirement date under all defined benefit plans in
which he participates was approximately $464,000; see Pension Benefits
below for a description of these plans. The aggregate decrease during this
period in the balance of all nonqualified deferred compensation plans in
which Mr. Lane participates, as described below under the section
Nonqualified Deferred Compensation, was approximately $181,000. During
this period, Mr. Lane received other compensation totaling less than
$10,000. |
|
2. |
|
Mr. Markley served as the
Executive Vice President, Worldwide Parts and Global Supply Management
until his last day in the office on August 28, 2009, but continued as an
employee of Deere through his retirement date of December 31, 2009. During
the portion of fiscal 2010 during which he remained in employee status,
Mr. Markley continued to be paid base salary at the annual rate of
$595,200 and upon retirement received payment of $180,842 for deferred and
accrued but unused vacation. The Committee designated Mr. Markley as an
employee eligible for an STI award for fiscal 2010 with a target rate of
85% of base salary. Under the terms of the STI plan, Mr. Markleys award
for fiscal 2010, if any, will be based on our performance based on the
metrics noted above and will take into account only his salary for the
portion of fiscal 2010 preceding his retirement. Under the terms of the
MTI program, Mr. Markley will be entitled to receive the MTI payout, if
any, for the four-year performance cycle ending with fiscal
2010. |
|
|
|
In December 2009 the Committee awarded Mr.
Markley an LTI award consisting of 6,562 RSUs having a value of
approximately $343,000 on the date of grant using the stock price fair
market value of $52.25 and 65,358 options having a value of approximately
$1,027,000 using the fair value on the grant date of $15.71 as described
above. The Committee made this award in recognition of his individual
performance, strong leadership support on critical business initiatives,
and his efforts in ensuring a smooth distribution of his executive
responsibilities to other officers. The RSUs awarded to Mr. Markley will
settle after three years and his stock options will vest in full upon his
retirement.
The change in the actuarial present value of
Mr. Markleys accumulated benefit from the start of fiscal 2010 through
Mr. Markleys retirement date under all defined benefit plans in which he
participates was approximately $425,000; see Pension Benefits below for
a description of these plans. The aggregate decrease during this period in
the balance of all nonqualified deferred compensation plans in which Mr.
Markley participates, as described below under the section Nonqualified
Deferred Compensation, was approximately $170,000. During this
period, Mr. Markley also had other compensation of approximately $50,000
for Deeres contribution to defined contribution
plans. |
67
COMPENSATION COMMITTEE
REPORT |
The Compensation Committee of the Board of
Directors has reviewed the Compensation Discussion and Analysis required by Item
402(b) of Regulation S-K and discussed it with Deeres management. Based on the
Compensation Committees review and discussions with management, the
Compensation Committee recommends to the Board of Directors that the
Compensation Discussion and Analysis be included in Deeres Proxy
Statement.
|
Vance D.
Coffman, Chair |
|
Crandall C.
Bowles |
|
Clayton M.
Jones |
|
Richard B.
Myers |
|
David B.
Speer |
68
EXECUTIVE COMPENSATION
TABLES |
Fiscal 2009 Summary Compensation
Table
We are required to include in the Fiscal
2009 Summary Compensation Table, any CEO and CFO serving for any part of the
fiscal year, the next three highest paid executives, and any retired executive
whose disclosure would otherwise have been required had the Named Executive been
serving at the end of the fiscal year. Due to the organizational changes that
occurred during fiscal 2009, as outlined in the CD&A, the compensation of
eight Named Executives is reported in the Summary Compensation Table. Fiscal
2009 is the first year Messrs. Field and Jenkins met the criteria for inclusion.
Therefore, only data for fiscal 2009 is included.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and Nonqualified |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity |
|
Deferred |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive Plan |
|
Compensation |
|
All Other |
|
|
|
|
|
|
|
Salary |
|
Stock
Awards |
|
Option
Awards |
|
Compensation |
|
Earnings |
|
Compensation |
|
|
|
|
|
Fiscal |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
Total |
Name & Position |
|
Year |
|
(1) |
|
(2) |
|
(3) |
|
(4) |
|
(5) |
|
(6) |
|
($) |
Samuel R. Allen |
|
2009 |
|
$ |
795,965 |
|
|
$ |
829,038 |
(7) |
|
$ |
818,914 |
(7) |
|
$ |
1,606,687 |
|
|
$ |
1,337,240 |
|
|
$ |
222,299 |
|
|
$ |
5,610,143 |
President & Chief |
|
2008 |
|
$ |
578,205 |
|
|
$ |
1,674,702 |
(7) |
|
$ |
1,512,588 |
(7) |
|
$ |
2,006,962 |
|
|
$ |
225,881 |
|
|
$ |
193,050 |
|
|
$ |
6,191,388 |
Executive Officer |
|
2007 |
|
$ |
546,521 |
|
|
$ |
821,824 |
|
|
$ |
660,914 |
|
|
$ |
1,877,143 |
|
|
$ |
270,349 |
|
|
$ |
154,444 |
|
|
$ |
4,331,195 |
Robert W.
Lane |
|
2009 |
|
$ |
1,512,779 |
|
|
$ |
3,769,920 |
(7) |
|
$ |
3,723,837 |
(7) |
|
$ |
4,864,800 |
|
|
$ |
6,817,402 |
|
|
$ |
127,309 |
|
|
$ |
20,816,047 |
Chairman |
|
2008 |
|
$ |
1,435,545 |
|
|
$ |
3,933,231 |
(7) |
|
$ |
3,676,338 |
(7) |
|
$ |
6,930,421 |
|
|
$ |
5,625,577 |
|
|
$ |
442,490 |
|
|
$ |
22,043,602 |
|
|
2007 |
|
$ |
1,306,280 |
|
|
$ |
5,134,780 |
(7) |
|
$ |
4,181,359 |
(7) |
|
$ |
6,393,070 |
|
|
$ |
3,106,847 |
|
|
$ |
381,086 |
|
|
$ |
20,503,422 |
James M. Field |
|
2009 |
|
$ |
492,321 |
|
|
$ |
422,230 |
|
|
$ |
401,849 |
|
|
$ |
1,282,097 |
|
|
$ |
281,811 |
|
|
$ |
186,582 |
|
|
$ |
3,066,890 |
Senior Vice President |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief Financial Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael J. Mack,
Jr. |
|
2009 |
|
$ |
582,821 |
|
|
$ |
652,693 |
|
|
$ |
611,370 |
|
|
$ |
1,342,033 |
|
|
$ |
656,152 |
|
|
$ |
163,490 |
|
|
$ |
4,008,559 |
President, WW
Construction |
|
2008 |
|
$ |
543,367 |
|
|
$ |
578,688 |
|
|
$ |
525,045 |
|
|
$ |
1,930,241 |
|
|
$ |
57,187 |
|
|
$ |
212,209 |
|
|
$ |
3,846,738 |
& Forestry Operations |
|
2007 |
|
$ |
515,646 |
|
|
$ |
452,041 |
|
|
$ |
418,310 |
|
|
$ |
1,834,698 |
|
|
$ |
99,629 |
|
|
$ |
136,316 |
|
|
$ |
3,456,640 |
David C. Everitt |
|
2009 |
|
$ |
624,820 |
|
|
$ |
829,474 |
(7) |
|
$ |
819,332 |
(7) |
|
$ |
1,378,309 |
|
|
$ |
1,347,991 |
|
|
$ |
22,178 |
|
|
$ |
5,022,104 |
President, Agricultural |
|
2008 |
|
$ |
590,115 |
|
|
$ |
889,344 |
(7) |
|
$ |
831,629 |
(7) |
|
$ |
2,008,179 |
|
|
$ |
424,899 |
|
|
$ |
72,152 |
|
|
$ |
4,816,318 |
Equipment Operations |
|
2007 |
|
$ |
552,299 |
|
|
$ |
1,135,859 |
(7) |
|
$ |
930,154 |
(7) |
|
$ |
1,885,089 |
|
|
$ |
373,182 |
|
|
$ |
49,321 |
|
|
$ |
4,925,904 |
James A.
Israel |
|
2009 |
|
$ |
460,863 |
|
|
$ |
561,855 |
(7) |
|
$ |
555,011 |
(7) |
|
$ |
1,266,818 |
|
|
$ |
909,991 |
|
|
$ |
28,405 |
|
|
$ |
3,782,943 |
President, Credit |
|
2008 |
|
$ |
438,950 |
|
|
$ |
1,140,886 |
(7) |
|
$ |
1,036,048 |
(7) |
|
$ |
1,770,228 |
|
|
$ |
80,737 |
|
|
$ |
63,941 |
|
|
$ |
4,530,790 |
James R. Jenkins |
|
2009 |
|
$ |
546,225 |
|
|
$ |
698,923 |
|
|
$ |
650,308 |
|
|
$ |
1,324,864 |
|
|
$ |
551,591 |
|
|
$ |
145,041 |
|
|
$ |
3,916,952 |
Senior Vice President |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General Counsel |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
H. J. Markley
(Retired) |
|
2009 |
|
$ |
592,842 |
|
|
$ |
722,776 |
(7) |
|
$ |
713,964 |
(7) |
|
$ |
1,356,564 |
|
|
$ |
1,402,404 |
|
|
$ |
166,462 |
|
|
$ |
4,955,012 |
Executive Vice
President |
|
2008 |
|
$ |
564,654 |
|
|
$ |
840,191 |
(7) |
|
$ |
784,823 |
(7) |
|
$ |
1,983,925 |
|
|
$ |
505,855 |
|
|
$ |
178,411 |
|
|
$ |
4,857,859 |
WW Parts &
Global |
|
2007 |
|
$ |
538,596 |
|
|
$ |
1,130,183 |
(7) |
|
$ |
920,476 |
(7) |
|
$ |
1,880,550 |
|
|
$ |
377,903 |
|
|
$ |
156,934 |
|
|
$ |
5,004,642 |
Supply Mgmt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes amounts deferred by the
Named Executive under the John Deere Voluntary Deferred Compensation Plan.
For salary amounts deferred in fiscal 2009, see amounts listed in the
first column of the Fiscal 2009 Deferred Compensation Table corresponding
with Deferred Plan. |
|
|
|
(2) |
|
Represents the amount recognized
for financial statement reporting purposes with respect to outstanding
RSUs in accordance with GAAP. The assumptions made in valuing RSUs
reported in this column are discussed in Note 24, Stock Option and
Restricted Stock Awards of our consolidated financial statements filed
with the SEC on Form 10-K for the fiscal year ended October 31, 2009. See
the Fiscal 2009 Grants of Plan-Based Awards table for the full fair value
of RSUs granted in 2009. RSUs are valued using the full value grant price
as of the grant date and this value does not correspond to the actual
value that will be realized by the Named Executives. The RSUs included in
this table vest after three years. RSUs granted in fiscal 2004-2007 must
be held for at least five years from the grant date before they are
converted to Deere common stock. The RSUs granted in fiscal 2008 and 2009
must be held until retirement or other
permitted |
69
|
|
|
termination of employment. RSU
grants are discussed in the Long-Term Incentive section of the CD&A
under Elements of Executive Compensation. Except as described in
footnote (7) below, the compensation cost of RSUs is recognized on a
straight-line basis over the three-year vesting period. In accordance with
SEC rules, the amounts shown exclude the potential impact of estimated
forfeitures related to service-based vesting conditions. |
|
|
|
(3) |
|
Represents the amount recognized
for financial statement reporting purposes with respect to outstanding
option awards in accordance with GAAP. We use a binomial lattice option
pricing model to calculate option value and this value does not correspond
to the actual value that may be realized by the Named Executives. Except
as described in footnote (7) below, the compensation cost of the stock
options that vest is recognized on a straight-line basis over the
three-year vesting period. The assumptions made in valuing option awards
reported in this column and a more detailed discussion of the binomial
lattice option pricing model are described in Note 24, Stock Option and
Restricted Stock Awards of our consolidated financial statements filed
with the SEC on Form 10-K for the fiscal year ended October 31, 2009. See
the Fiscal 2009 Grants of Plan- Based Awards table for the full fair value
of options granted in 2009. Option grants are discussed in the Long-Term
Incentive section of the CD&A under Elements of Executive
Compensation. |
|
|
|
(4) |
|
Non-equity incentive plan
compensation includes cash awards under the STI plan and the MTI plan. See
the CD&A under Elements of Executive Compensation for a more
detailed description of STI and MTI awards. Cash awards earned for the
performance period ending in fiscal 2009 were paid to Named Executives on
December 15, 2009, unless deferred under the Voluntary Deferred
Compensation Plan. |
|
|
|
|
|
The following table shows the
awards earned under the STI and MTI plans: |
|
|
|
|
STI (a) |
|
MTI (b) |
|
|
|
|
|
|
|
|
|
|
|
Actual |
|
|
|
|
Target |
|
Actual |
|
|
|
|
Total Non- |
|
|
|
|
Target |
|
Performance |
|
|
|
|
Award as % |
|
Performance |
|
|
|
|
Equity Incentive |
|
|
Fiscal |
|
Award as % |
|
as
% of |
|
Award |
|
of
Median |
|
as
% of |
|
Award |
|
Plan |
Name |
|
Year |
|
of Salary |
|
Target |
|
Amount |
|
Salary |
|
Target |
|
Amount |
|
Compensation |
Samuel R. Allen |
|
2009 |
|
85-125 |
%
(c) |
|
80 |
% |
|
$ |
653,256 |
|
123 |
% |
|
200 |
% |
|
$ |
953,431 |
|
$ |
1,606,687 |
|
|
|
2008 |
|
85 |
% |
|
200 |
% |
|
$ |
982,949 |
|
123 |
% |
|
200 |
% |
|
$ |
1,024,013 |
|
$ |
2,006,962 |
|
|
|
2007 |
|
70 |
% |
|
200 |
% |
|
$ |
750,627 |
|
123 |
% |
|
200 |
% |
|
$ |
1,126,516 |
|
$ |
1,877,143 |
|
Robert W.
Lane |
|
2009 |
|
125 |
% |
|
80 |
% |
|
$ |
1,512,779 |
|
160 |
% |
|
200 |
% |
|
$ |
3,352,021 |
|
$ |
4,864,800 |
|
|
|
2008 |
|
125 |
% |
|
200 |
% |
|
$ |
3,588,863 |
|
160 |
% |
|
200 |
% |
|
$ |
3,341,558 |
|
$ |
6,930,421 |
|
|
|
2007 |
|
110 |
% |
|
200 |
% |
|
$ |
2,873,816 |
|
160 |
% |
|
200 |
% |
|
$ |
3,519,254 |
|
$ |
6,393,070 |
|
James M. Field |
|
2009 |
|
85 |
% |
|
80 |
% |
|
$ |
328,666 |
|
123 |
% |
|
200 |
% |
|
$ |
953,431 |
|
$ |
1,282,097 |
|
Michael J. Mack,
Jr. |
|
2009 |
|
85 |
% |
|
80 |
% |
|
$ |
388,602 |
|
123 |
% |
|
200 |
% |
|
$ |
953,431 |
|
$ |
1,342,033 |
|
|
|
2008 |
|
85 |
% |
|
200 |
% |
|
$ |
906,228 |
|
123 |
% |
|
200 |
% |
|
$ |
1,024,013 |
|
$ |
1,930,241 |
|
|
|
2007 |
|
70 |
% |
|
200 |
% |
|
$ |
708,182 |
|
123 |
% |
|
200 |
% |
|
$ |
1,126,516 |
|
$ |
1,834,698 |
|
David C. Everitt |
|
2009 |
|
85 |
% |
|
80 |
% |
|
$ |
424,878 |
|
123 |
% |
|
200 |
% |
|
$ |
953,431 |
|
$ |
1,378,309 |
|
|
|
2008 |
|
85 |
% |
|
200 |
% |
|
$ |
984,166 |
|
123 |
% |
|
200 |
% |
|
$ |
1,024,013 |
|
$ |
2,008,179 |
|
|
|
2007 |
|
70 |
% |
|
200 |
% |
|
$ |
758,573 |
|
123 |
% |
|
200 |
% |
|
$ |
1,126,516 |
|
$ |
1,885,089 |
|
James A.
Israel |
|
2009 |
|
85 |
% |
|
80 |
% |
|
$ |
313,387 |
|
123 |
% |
|
200 |
% |
|
$ |
953,431 |
|
$ |
1,266,818 |
|
|
|
2008 |
|
85 |
% |
|
200 |
% |
|
$ |
746,215 |
|
123 |
% |
|
200 |
% |
|
$ |
1,024,013 |
|
$ |
1,770,228 |
|
James R. Jenkins |
|
2009 |
|
85 |
% |
|
80 |
% |
|
$ |
371,433 |
|
123 |
% |
|
200 |
% |
|
$ |
953,431 |
|
$ |
1,324,864 |
|
H. J.
Markley |
|
2009 |
|
85 |
% |
|
80 |
% |
|
$ |
403,133 |
|
123 |
% |
|
200 |
% |
|
$ |
953,431 |
|
$ |
1,356,564 |
|
|
|
2008 |
|
85 |
% |
|
200 |
% |
|
$ |
959,912 |
|
123 |
% |
|
200 |
% |
|
$ |
1,024,013 |
|
$ |
1,983,925 |
|
|
|
2007 |
|
70 |
% |
|
200 |
% |
|
$ |
754,034 |
|
123 |
% |
|
200 |
% |
|
$ |
1,126,516 |
|
$ |
1,880,550 |
|
|
(a) |
|
Based on actual Deere
performance, as discussed in the CD&A under Fiscal 2009 Performance
Results for STI, the Named Executives earned an STI award equal to 80% of
their annual target bonus opportunity for fiscal 2009. An STI award equal
to 200% of the annual target bonus opportunity was earned in fiscal 2008
and 2007. |
70
|
|
(b) |
|
Based on actual Deere
performance, as discussed in the CD&A under Fiscal 2009 Performance
Results for MTI, the Named Executives earned an MTI award equal to 200%
of the target opportunity. An MTI award equal to 200% of the target bonus
opportunity was earned in fiscal 2008 and 2007. The award amount of MTI is
determined, in part, by the number of eligible employees in the
pool. |
|
|
|
(c) |
|
During fiscal 2009,
Mr. Allens STI target award rates varied as he transitioned from
President, Worldwide Construction & Forestry Operations through May
31, 2009 to Chief Operating Officer through July 31, 2009 to Chief
Executive Officer. The target rates for these positions were approved at
the beginning of the fiscal year. |
|
(5) |
|
The
following table shows the change in pension value and above-market
earnings on nonqualified deferred compensation during the fiscal year. The
footnotes below describe how the amounts were
calculated. |
|
|
|
|
|
|
|
|
Nonqualified |
|
|
|
|
|
|
|
|
|
|
|
Deferred |
|
|
|
|
|
|
|
Change in |
|
Compensation |
|
|
|
|
|
|
|
Pension Value |
|
Earnings |
|
|
|
Name |
|
Fiscal Year |
|
(a) |
|
(b) |
|
Total |
Samuel R. Allen |
|
2009 |
|
$ |
1,328,039 |
|
|
$ |
9,201 |
|
|
$ |
1,337,240 |
|
|
2008 |
|
$ |
202,133 |
|
|
$ |
23,748 |
|
|
$ |
225,881 |
|
|
2007 |
|
$ |
242,969 |
|
|
$ |
27,380 |
|
|
$ |
270,349 |
Robert W.
Lane |
|
2009 |
|
$ |
6,796,400 |
|
|
$ |
21,002 |
|
|
$ |
6,817,402 |
|
|
2008 |
|
$ |
5,547,750 |
|
|
$ |
77,827 |
|
|
$ |
5,625,577 |
|
|
2007 |
|
$ |
2,984,816 |
|
|
$ |
122,031 |
|
|
$ |
3,106,847 |
James M. Field |
|
2009 |
|
$ |
278,580 |
|
|
$ |
3,231 |
|
|
$ |
281,811 |
Michael J. Mack,
Jr. |
|
2009 |
|
$ |
645,386 |
|
|
$ |
10,766 |
|
|
$ |
656,152 |
|
|
2008 |
|
$ |
45,128 |
|
|
$ |
12,059 |
|
|
$ |
57,187 |
|
|
2007 |
|
$ |
86,198 |
|
|
$ |
13,431 |
|
|
$ |
99,629 |
David C. Everitt |
|
2009 |
|
$ |
1,338,490 |
|
|
$ |
9,501 |
|
|
$ |
1,347,991 |
|
|
2008 |
|
$ |
401,728 |
|
|
$ |
23,171 |
|
|
$ |
424,899 |
|
|
2007 |
|
$ |
336,851 |
|
|
$ |
36,331 |
|
|
$ |
373,182 |
James A.
Israel |
|
2009 |
|
$ |
904,264 |
|
|
$ |
5,727 |
|
|
$ |
909,991 |
|
|
2008 |
|
$ |
80,737 |
|
|
$ |
|
|
|
$ |
80,737 |
James R. Jenkins |
|
2009 |
|
$ |
544,771 |
|
|
$ |
6,820 |
|
|
$ |
551,591 |
H. J.
Markley |
|
2009 |
|
$ |
1,382,032 |
|
|
$ |
20,372 |
|
|
$ |
1,402,404 |
|
|
2008 |
|
$ |
447,344 |
|
|
$ |
58,511 |
|
|
$ |
505,855 |
|
|
2007 |
|
$ |
323,046 |
|
|
$ |
54,857 |
|
|
$ |
377,903 |
|
(a) |
|
Represents the change
in the actuarial present value of each Named Executives accumulated
benefit under all defined benefit plans from October 31, 2008 to October
31, 2009. The pension value calculations include the same assumptions
as used in the U.S. pension plan valuations for financial reporting
purposes. For more information on the assumptions, see footnote (4) under
the Fiscal 2009 Pension Benefits Table. |
|
|
|
(b) |
|
Represents
above-market earnings on compensation that is deferred by the Named
Executives under our nonqualified deferred compensation plans.
Above-market earnings represent the difference between the interest rate
used to calculate earnings under the plan (prime rate plus 2%) and 120% of
the applicable federal long-term rate prescribed by the IRC. See the
Fiscal 2009 Deferred Compensation Table for additional
information. |
71
(6) |
|
The following table provides
details about each component of the All Other Compensation column in the
Fiscal 2009 Summary Compensation Table. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company |
|
|
|
|
|
|
|
|
Personal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions |
|
|
|
|
|
|
|
|
Use of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
to
Defined |
|
|
|
|
|
|
|
|
Company |
|
Financial |
|
|
|
|
|
Medical |
|
Misc |
|
|
|
|
|
Contribution |
|
Total All |
|
|
|
|
Aircraft |
|
Planning |
|
Relocation |
|
Exams |
|
Perquisites |
|
Tax Gross Ups |
|
Plans |
|
Other |
Name |
|
Year |
|
(a) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
|
(f) |
|
(g) |
|
Compensation |
Samuel R. Allen |
|
2009 |
|
$ |
27,738 |
|
$ |
9,983 |
|
|
$ |
|
|
|
$ |
3,086 |
|
|
$ |
1,838 |
|
|
$ |
1,763 |
(1) |
|
$ |
177,891 |
|
|
$ |
222,299 |
|
|
|
2008 |
|
$ |
1,044 |
|
$ |
6,207 |
|
|
$ |
|
|
|
$ |
3,037 |
|
|
$ |
24,507 |
|
|
$ |
25,099 |
(1) |
|
$ |
133,156 |
|
|
$ |
193,050 |
|
|
|
2007 |
|
$ |
6,923 |
|
$ |
5,823 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
8,323 |
|
|
$ |
9,419 |
(1),(4) |
|
$ |
123,956 |
|
|
$ |
154,444 |
|
Robert W.
Lane |
|
2009 |
|
$ |
91,509 |
|
$ |
15,000 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
4,300 |
|
|
$ |
|
|
|
$ |
16,500 |
|
|
$ |
127,309 |
|
|
|
2008 |
|
$ |
401,732 |
|
$ |
15,000 |
|
|
$ |
|
|
|
$ |
8,674 |
|
|
$ |
1,584 |
|
|
$ |
|
|
|
$ |
15,500 |
|
|
$ |
442,490 |
|
|
|
2007 |
|
$ |
324,825 |
|
$ |
15,000 |
|
|
$ |
|
|
|
$ |
10,154 |
|
|
$ |
9,900 |
|
|
$ |
5,707 |
(4) |
|
$ |
15,500 |
|
|
$ |
381,086 |
|
James M. Field |
|
2009 |
|
$ |
|
|
$ |
1,575 |
|
|
$ |
56,981 |
|
|
$ |
1,143 |
|
|
$ |
3,274 |
|
|
$ |
3,829 |
(3) |
|
$ |
119,780 |
|
|
$ |
186,582 |
|
Michael J. Mack,
Jr. |
|
2009 |
|
$ |
|
|
$ |
10,000 |
|
|
$ |
|
|
|
$ |
4,142 |
|
|
$ |
1,578 |
|
|
$ |
|
|
|
$ |
147,770 |
|
|
$ |
163,490 |
|
|
|
2008 |
|
$ |
30,701 |
|
$ |
10,000 |
|
|
$ |
|
|
|
$ |
5,556 |
|
|
$ |
22,490 |
|
|
$ |
19,216 |
(1) |
|
$ |
124,246 |
|
|
$ |
212,209 |
|
|
|
2007 |
|
$ |
4,548 |
|
$ |
10,000 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
8,868 |
|
|
$ |
9,108 |
(4) |
|
$ |
103,792 |
|
|
$ |
136,316 |
|
David C. Everitt |
|
2009 |
|
$ |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
2,723 |
|
|
$ |
2,955 |
|
|
$ |
|
|
|
$ |
16,500 |
|
|
$ |
22,178 |
|
|
|
2008 |
|
$ |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
3,433 |
|
|
$ |
30,593 |
|
|
$ |
22,626 |
(1) |
|
$ |
15,500 |
|
|
$ |
72,152 |
|
|
|
2007 |
|
$ |
4,294 |
|
$ |
5,000 |
|
|
$ |
|
|
|
$ |
2,374 |
|
|
$ |
9,086 |
|
|
$ |
13,067 |
(1),(4) |
|
$ |
15,500 |
|
|
$ |
49,321 |
|
James A.
Israel |
|
2009 |
|
$ |
|
|
$ |
10,000 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
1,905 |
|
|
$ |
|
|
|
$ |
16,500 |
|
|
$ |
28,405 |
|
|
|
2008 |
|
$ |
|
|
$ |
10,000 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
20,113 |
|
|
$ |
18,328 |
(1) |
|
$ |
15,500 |
|
|
$ |
63,941 |
|
James R. Jenkins |
|
2009 |
|
$ |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
1,980 |
|
|
$ |
|
|
|
$ |
143,061 |
|
|
$ |
145,041 |
|
H. J.
Markley |
|
2009 |
|
$ |
|
|
$ |
10,000 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
1,187 |
|
|
$ |
|
|
|
$ |
155,275 |
|
|
$ |
166,462 |
|
|
|
2008 |
|
$ |
|
|
$ |
10,000 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
19,434 |
|
|
$ |
16,612 |
(4) |
|
$ |
132,365 |
|
|
$ |
178,411 |
|
|
|
2007 |
|
$ |
4,294 |
|
$ |
10,000 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
7,937 |
|
|
$ |
7,690 |
(4) |
|
$ |
127,013 |
|
|
$ |
156,934 |
|
|
(a) |
|
Per IRS regulations, the Named
Executives recognize imputed income on the personal use of Deeres
aircraft at rates established by the IRS. For SEC purposes, the cost of
personal use of Deeres aircraft is calculated based on the incremental
cost to Deere. To determine the incremental cost, Deere calculates the
variable costs for fuel on a per mile basis, plus any direct trip expenses
such as on-board catering, landing/ramp fees and crew expenses. Fixed
costs which do not change based on usage, such as pilot salaries,
depreciation of aircraft and cost of maintenance are excluded. For amounts
reported in fiscal 2008 and 2007, the cost per mile included maintenance
costs. For Deere, the CEOs personal usage of the companys aircraft is
about 1% of overall usage. Due to minimal personal usage of company
aircraft, Deere has determined that maintenance should be excluded from
the incremental cost calculation. If maintenance costs had been excluded
in fiscal 2008 and 2007, the amounts reported for Mr. Lane would have been
$184,360 and $146,758, respectively. For fiscal 2009, the combined
personal usage of company aircraft for Messrs. Lane and Allen represents
about 1% of overall aircraft usage and about 100 hours of
travel. |
|
|
|
(b) |
|
This column contains amounts
Deere paid for financial planning assistance on behalf of the Named
Executives. The CEO may annually receive up to $15,000 of assistance and
the other Named Executives may receive up to $10,000
annually. |
|
|
|
(c) |
|
This column contains amounts
reimbursed for relocation. |
|
|
|
(d) |
|
This column contains the amounts
Deere paid for annual medical exams for Named Executives. |
|
|
|
(e) |
|
Miscellaneous perquisites include
other personal benefits received by the Named Executives including
company-provided car washes in fiscal 2007 and 2008, participation in a
staff retreat which included spouses in fiscal 2007, spouse attendance at
a board meeting in fiscal 2008 and company events in fiscal 2009, and
drive-by surveillance and response to security alarms of certain Named
Executives residences by our Corporate Security Staff. Effective at the
beginning of fiscal 2010, Named Executives are required to fully reimburse
Deere for security services. |
72
|
|
(f) |
|
Tax gross
ups are provided when expenses are incurred for business purposes, but
applicable tax rules result in imputed income to the employee. Tax gross
ups for any Named Executive may include: |
|
|
|
|
|
(1) |
|
Tax reimbursements on
income imputed for spousal travel when required for business reasons.
Starting in calendar 2009, tax gross ups for spousal travel were
discontinued. Any amounts shown for fiscal 2009 occurred in
November-December 2008; |
|
|
|
|
|
(2) |
|
Tax reimbursements
associated with overseas assignments. Our policy provides that an employee
will not incur excess taxes for an overseas assignment.
Accordingly, an employees taxes are equalized to ensure that
additional out-of-pocket tax expenses are not incurred by an
employee; |
|
|
|
|
|
(3) |
|
Tax reimbursement for
income imputed to the employee on reimbursed moving expenses;
and |
|
|
|
|
|
(4) |
|
Tax reimbursement on
income imputed for staff retreats. Starting in calendar 2009, tax gross
ups for staff retreats were discontinued. |
|
|
|
(g) |
|
Deere makes
contributions to the John Deere Savings and Investment Plan (SIP) for
all employees. Deere also credits contributions to the Deere Defined
Contribution Restoration Plan for all employees covered by the
Contemporary Option under the tax-qualified pension plan. Messrs. Allen,
Field, Mack, Jenkins and Markley are covered by the Contemporary
Option. |
|
(7) |
|
The current
years awards for Messrs. Allen, Lane, Everitt, Israel and Markley were
fully expensed because they became eligible for retirement prior to fiscal
2009. This accounting treatment is required under GAAP for awards that are
treated as vested at grant. Employees retain their awards upon
retirement. |
73
Fiscal 2009 Grants of Plan-Based
Awards
The following table provides additional
information regarding fiscal 2009 grants of RSU and stock option awards under
the Omnibus Plan, and the potential range of awards that were approved in fiscal
2009 under STI and MTI for payout in future years. The footnotes below detail
the performance period covered by these awards. These awards are further
described in the CD&A under Elements of Executive Compensation.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other |
|
All Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
Option |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards: |
|
Awards: |
|
Exercise |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
Number of |
|
or
Base |
|
|
|
|
|
Grant Date |
|
|
|
|
|
|
|
|
Estimated Future Payouts Under Non- |
|
Shares of |
|
Securities |
|
Price of |
|
|
|
|
|
Fair Value of |
|
|
|
|
|
|
|
|
Equity Incentive Plan Awards |
|
Stock or |
|
Underlying |
|
Option |
|
Closing |
|
Stock and |
|
|
|
|
|
|
|
|
(2) |
|
Units |
|
Options |
|
Awards |
|
Price
on |
|
Option
Awards |
|
|
Grant
Date |
|
Committee |
|
Award
|
|
Threshold |
|
Target |
|
Maximum |
|
(#) |
|
(#) |
|
($
/ Sh) |
|
Grant |
|
($) |
Name |
|
(1) |
|
Action Date |
|
Type |
|
($) |
|
($) |
|
($) |
|
(3) |
|
(4) |
|
(5) |
|
Date |
|
(6) |
Samuel R. Allen |
|
12/9/2008 |
|
12/9/2008 |
|
STI |
|
$ |
408,285 |
|
$ |
816,570 |
|
$ |
1,633,141 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/9/2008 |
|
12/9/2008 |
|
MTI (7) |
|
$ |
1,100 |
|
$ |
2,710,145 |
|
$ |
5,420,290 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/17/2008 |
|
12/9/2008 |
|
RSUs |
|
|
|
|
|
|
|
|
|
|
20,901 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
829,038 |
|
|
|
12/17/2008 |
|
12/9/2008 |
|
Options |
|
|
|
|
|
|
|
|
|
|
|
|
|
62,704 |
|
|
$ |
39.665 |
|
|
$ |
40.38 |
|
|
|
$ |
818,914 |
|
|
|
|
|
|
|
Totals |
|
$ |
409,385 |
|
$ |
3,526,715 |
|
$ |
7,053,431 |
|
20,901 |
|
|
62,704 |
|
|
|
|
|
|
|
|
|
|
|
$ |
1,647,952 |
|
Robert W.
Lane |
|
12/9/2008 |
|
12/9/2008 |
|
STI |
|
$ |
945,487 |
|
$ |
1,890,974 |
|
$ |
3,781,948 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/9/2008 |
|
12/9/2008 |
|
MTI |
|
$ |
1,100 |
|
$ |
2,710,145 |
|
$ |
5,420,290 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/17/2008 |
|
12/9/2008 |
|
RSUs |
|
|
|
|
|
|
|
|
|
|
95,044 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
3,769,920 |
|
|
|
12/17/2008 |
|
12/9/2008 |
|
Options |
|
|
|
|
|
|
|
|
|
|
|
|
|
285,133 |
|
|
$ |
39.665 |
|
|
$ |
40.38 |
|
|
|
$ |
3,723,837 |
|
|
|
|
|
|
|
Totals |
|
$ |
946,587 |
|
$ |
4,601,119 |
|
$ |
9,202,238 |
|
95,044 |
|
|
285,133 |
|
|
|
|
|
|
|
|
|
|
|
$ |
7,493,757 |
|
James M. Field |
|
12/9/2008 |
|
12/9/2008 |
|
STI |
|
$ |
205,417 |
|
$ |
410,833 |
|
$ |
821,666 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/9/2008 |
|
12/9/2008 |
|
MTI |
|
$ |
400 |
|
$ |
770,859 |
|
$ |
1,541,718 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/17/2008 |
|
12/9/2008 |
|
RSUs |
|
|
|
|
|
|
|
|
|
|
14,059 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
557,650 |
|
|
|
12/17/2008 |
|
12/9/2008 |
|
Options |
|
|
|
|
|
|
|
|
|
|
|
|
|
42,178 |
|
|
$ |
39.665 |
|
|
$ |
40.38 |
|
|
|
$ |
550,845 |
|
|
|
|
|
|
|
Totals |
|
$ |
205,817 |
|
$ |
1,181,692 |
|
$ |
2,363,384 |
|
14,059 |
|
|
42,178 |
|
|
|
|
|
|
|
|
|
|
|
$ |
1,108,495 |
|
Michael J. Mack,
Jr. |
|
12/9/2008 |
|
12/9/2008 |
|
STI |
|
$ |
242,876 |
|
$ |
485,752 |
|
$ |
971,504 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/9/2008 |
|
12/9/2008 |
|
MTI |
|
$ |
400 |
|
$ |
770,859 |
|
$ |
1,541,718 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/17/2008 |
|
12/9/2008 |
|
RSUs |
|
|
|
|
|
|
|
|
|
|
17,203 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
682,357 |
|
|
|
12/17/2008 |
|
12/9/2008 |
|
Options |
|
|
|
|
|
|
|
|
|
|
|
|
|
51,610 |
|
|
$ |
39.665 |
|
|
$ |
40.38 |
|
|
|
$ |
674,027 |
|
|
|
|
|
|
|
Totals |
|
$ |
243,276 |
|
$ |
1,256,611 |
|
$ |
2,513,222 |
|
17,203 |
|
|
51,610 |
|
|
|
|
|
|
|
|
|
|
|
$ |
1,356,384 |
|
David C. Everitt |
|
12/9/2008 |
|
12/9/2008 |
|
STI |
|
$ |
265,549 |
|
$ |
531,097 |
|
$ |
1,062,194 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/9/2008 |
|
12/9/2008 |
|
MTI |
|
$ |
400 |
|
$ |
770,859 |
|
$ |
1,541,718 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/17/2008 |
|
12/9/2008 |
|
RSUs |
|
|
|
|
|
|
|
|
|
|
20,912 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
829,474 |
|
|
|
12/17/2008 |
|
12/9/2008 |
|
Options |
|
|
|
|
|
|
|
|
|
|
|
|
|
62,736 |
|
|
$ |
39.665 |
|
|
$ |
40.38 |
|
|
|
$ |
819,332 |
|
|
|
|
|
|
|
Totals |
|
$ |
265,949 |
|
$ |
1,301,956 |
|
$ |
2,603,912 |
|
20,912 |
|
|
62,736 |
|
|
|
|
|
|
|
|
|
|
|
$ |
1,648,806 |
|
James A.
Israel |
|
12/9/2008 |
|
12/9/2008 |
|
STI |
|
$ |
195,867 |
|
$ |
391,734 |
|
$ |
783,467 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/9/2008 |
|
12/9/2008 |
|
MTI |
|
$ |
400 |
|
$ |
770,859 |
|
$ |
1,541,718 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/17/2008 |
|
12/9/2008 |
|
RSUs |
|
|
|
|
|
|
|
|
|
|
14,165 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
561,855 |
|
|
|
12/17/2008 |
|
12/9/2008 |
|
Options |
|
|
|
|
|
|
|
|
|
|
|
|
|
42,497 |
|
|
$ |
39.665 |
|
|
$ |
40.38 |
|
|
|
$ |
555,011 |
|
|
|
|
|
|
|
Totals |
|
$ |
196,267 |
|
$ |
1,162,593 |
|
$ |
2,325,185 |
|
14,165 |
|
|
42,497 |
|
|
|
|
|
|
|
|
|
|
|
$ |
1,116,866 |
|
James R. Jenkins |
|
12/9/2008 |
|
12/9/2008 |
|
STI |
|
$ |
232,146 |
|
$ |
464,291 |
|
$ |
928,583 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/9/2008 |
|
12/9/2008 |
|
MTI |
|
$ |
400 |
|
$ |
770,859 |
|
$ |
1,541,718 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/17/2008 |
|
12/9/2008 |
|
RSUs |
|
|
|
|
|
|
|
|
|
|
16,788 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
665,896 |
|
|
|
12/17/2008 |
|
12/9/2008 |
|
Options |
|
|
|
|
|
|
|
|
|
|
|
|
|
50,366 |
|
|
$ |
39.665 |
|
|
$ |
40.38 |
|
|
|
$ |
657,780 |
|
|
|
|
|
|
|
Totals |
|
$ |
232,546 |
|
$ |
1,235,150 |
|
$ |
2,470,301 |
|
16,788 |
|
|
50,366 |
|
|
|
|
|
|
|
|
|
|
|
$ |
1,323,676 |
|
H. J.
Markley |
|
12/9/2008 |
|
12/9/2008 |
|
STI |
|
$ |
251,958 |
|
$ |
503,916 |
|
$ |
1,007,831 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/9/2008 |
|
12/9/2008 |
|
MTI |
|
$ |
400 |
|
$ |
770,859 |
|
$ |
1,541,718 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/17/2008 |
|
12/9/2008 |
|
RSUs |
|
|
|
|
|
|
|
|
|
|
18,222 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
722,776 |
|
|
|
12/17/2008 |
|
12/9/2008 |
|
Options |
|
|
|
|
|
|
|
|
|
|
|
|
|
54,668 |
|
|
$ |
39.665 |
|
|
$ |
40.38 |
|
|
|
$ |
713,964 |
|
|
|
|
|
|
|
Totals |
|
$ |
252,358 |
|
$ |
1,274,775 |
|
$ |
2,549,549 |
|
18,222 |
|
|
54,668 |
|
|
|
|
|
|
|
|
|
|
$ |
1,436,740 |
|
|
(1) |
|
For the non-equity incentive plan
awards, the grant date is the date the Committee approved the range of the
estimated potential future payouts for the performance periods noted under
footnote (2) below. For equity awards, the grant date is seven calendar
days after the first regularly scheduled Board meeting following the end
of the fiscal year. |
74
|
(2) |
|
These columns show the
range of potential payouts under the STI and MTI plans. |
|
|
|
|
|
The performance period
for STI in this table covers November 1, 2008 to October 31, 2009. For the
range of awards approved by the Committee for fiscal 2009, see Approval
of STI Rates in the CD&A. For actual performance between minimum,
target and maximum, the STI award earned is prorated on a straight-line
basis. |
|
|
|
|
|
The range of MTI
awards covers the four-year performance period beginning fiscal 2009,
which started on November 1, 2008, and will end on October 31, 2012. For
the range of awards approved by the Committee for fiscal 2009, see
Approval of MTI Rates in the CD&A. No awards will be paid unless
Deere generates at least $1 million of SVA for a performance period. The
mid-range MTI award will be earned if $2.85 billion of SVA is generated
and the maximum MTI award will be earned if $5.7 billion or more of SVA is
generated during the performance period. The amounts in the table
represent potential MTI awards assuming no change in the number of MTI
participants and no change in the Named Executives salaries. The actual
MTI awards will depend upon the following factors during the relevant
performance period: |
|
|
|
|
|
- Deeres actual performance;
- the actual number of participants sharing in the SVA
allocated to the MTI participants for the relevant performance
period;
- the median of the Named Executives salary grade as of
September 30 in year three of the four-year performance period;
and
- the MTI rates approved by the
Committee.
|
|
|
|
(3) |
|
Represents the number
of RSUs granted in December 2008. RSUs will vest three years after the
grant date, but must be held until retirement or other permitted
termination of employment before they are settled in Deere common stock.
As discussed above, for the Named Executives, except for the CEO, the
Committee approved a 10% reduction in the LTI award factor that had been
recommended by the CEO. In the case of the CEO, the full Board approved a
10% reduction from a target award. The Committee approved adjustments to
LTI awards to recognize individual performance. The accounting expense
recognized by Deere for these awards during fiscal 2009 is included in the
Stock Awards column of the Fiscal 2009 Summary Compensation Table. Prior
to settlement, each RSU entitles the individual to receive payments from
Deere equal to any quarterly dividends that Deere pays on one share of its
common stock. Dividend equivalents are paid in cash at the same time as
dividends are paid on Deeres common stock. The following table calculates
the number of RSUs and stock options
awarded: |
|
|
Samuel R. Allen |
|
Robert W. Lane |
|
James M. Field |
|
Michael J. Mack, Jr. |
|
David C. Everitt |
|
James A. Israel |
|
James R. Jenkins |
|
H.J. Markley |
Base Salary, as of 30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 2008 |
|
$ |
581,796 |
|
|
$ |
1,446,504 |
|
|
$ |
424,896 |
|
|
$ |
535,200 |
|
|
$ |
582,096 |
|
|
$ |
440,700 |
|
|
$ |
522,300 |
|
|
$ |
566,904 |
|
x LTI
Factor |
|
|
9.5 |
|
|
|
17.375 |
|
|
|
8.75 |
|
|
|
8.5 |
|
|
|
9.5 |
|
|
|
8.5 |
|
|
|
8.5 |
|
|
|
8.5 |
|
÷ Grant Price |
|
$ |
39.665 |
|
|
$ |
39.665 |
|
|
$ |
39.665 |
|
|
$ |
39.665 |
|
|
$ |
39.665 |
|
|
$ |
39.665 |
|
|
$ |
39.665 |
|
|
$ |
39.665 |
|
Number of
shares |
|
|
139,343 |
|
|
|
633,631 |
|
|
|
93,730 |
|
|
|
114,690 |
|
|
|
139,415 |
|
|
|
94,439 |
|
|
|
111,926 |
|
|
|
121,484 |
|
Number of shares with |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10% reduction |
|
|
125,409 |
|
|
|
570,268 |
|
|
|
84,357 |
|
|
|
103,221 |
|
|
|
125,474 |
|
|
|
84,995 |
|
|
|
100,733 |
|
|
|
109,336 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
x Rate of RSUs to be |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
delivered |
|
|
50 |
% |
|
|
50 |
% |
|
|
50 |
% |
|
|
50 |
% |
|
|
50 |
% |
|
|
50 |
% |
|
|
50 |
% |
|
|
50 |
% |
÷ Conversion Rate |
|
|
3 |
|
|
|
3 |
|
|
|
3 |
|
|
|
3 |
|
|
|
3 |
|
|
|
3 |
|
|
|
3 |
|
|
|
3 |
|
Number of delivered RSUs |
|
|
20,901 |
|
|
|
95,044 |
|
|
|
14,059 |
|
|
|
17,203 |
|
|
|
20,912 |
|
|
|
14,165 |
|
|
|
16,788 |
|
|
|
18,222 |
|
Fair market value of Deere |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
stock on award date |
|
$ |
39.665 |
|
|
$ |
39.665 |
|
|
$ |
39.665 |
|
|
$ |
39.665 |
|
|
$ |
39.665 |
|
|
$ |
39.665 |
|
|
$ |
39.665 |
|
|
$ |
39.665 |
|
Grant Date Fair Value-RSUs |
|
$ |
829,038 |
|
|
$ |
3,769,920 |
|
|
$ |
557,650 |
|
|
$ |
682,357 |
|
|
$ |
829,474 |
|
|
$ |
561,855 |
|
|
$ |
665,896 |
|
|
$ |
722,776 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
x Rate of stock options to be |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
delivered |
|
|
50 |
% |
|
|
50 |
% |
|
|
50 |
% |
|
|
50 |
% |
|
|
50 |
% |
|
|
50 |
% |
|
|
50 |
% |
|
|
50 |
% |
Number of delivered stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
options |
|
|
62,704 |
|
|
|
285,133 |
|
|
|
42,178 |
|
|
|
51,610 |
|
|
|
62,736 |
|
|
|
42,497 |
|
|
|
50,366 |
|
|
|
54,668 |
|
Fair value of options (see |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
footnote (6)) |
|
$ |
13.06 |
|
|
$ |
13.06 |
|
|
$ |
13.06 |
|
|
$ |
13.06 |
|
|
$ |
13.06 |
|
|
$ |
13.06 |
|
|
$ |
13.06 |
|
|
$ |
13.06 |
|
Grant Date Fair Value- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options |
|
$ |
818,914 |
|
|
$ |
3,723,837 |
|
|
$ |
550,845 |
|
|
$ |
674,027 |
|
|
$ |
819,332 |
|
|
$ |
555,011 |
|
|
$ |
657,780 |
|
|
$ |
713,964 |
|
75
(4) |
|
Represents the number
of options granted during fiscal 2009 in December 2008. See footnote (3)
above for a calculation of the number of options awarded. These options
vest in approximately three equal installments on the first, second and
third anniversaries of the grant date. The accounting expense recognized
by Deere for these awards during fiscal 2009 is included in the Fiscal
2009 Summary Compensation Table, under the column Option
Awards. |
|
(5) |
|
The exercise price is
the average of the high and low price of Deere common stock on the NYSE on
the grant date. |
|
(6) |
|
Represents the full
grant date fair value of RSUs and options granted to the Named Executives
in fiscal 2009 valued under GAAP. Generally, the full value is the amount
that Deere would expense in its financial statements over the awards
vesting period and does not correspond to the actual value that may be
realized by the Named Executives. For RSUs, fair value is the market value
of the underlying stock on the grant date (which is the same as the
exercise price in column (5) for stock options). For options, the fair
value on the grant date was $13.06, which was calculated using the
binomial lattice option pricing model. For additional information on the
valuation assumptions, refer to Note 24, Stock Option and Restricted
Stock Awards of Deeres consolidated financial statements filed with the
SEC on Form 10-K for the fiscal year ended October 31, 2009. |
|
(7) |
|
The amounts reported
for Mr. Allen reflect his status as CEO as of October 31, 2009 using the
same pay assumptions as the former CEO. |
76
Outstanding Equity Awards at
Fiscal 2009 Year-End
The following table itemizes outstanding
options and RSUs held by the Named Executives as of October 31, 2009.
|
|
|
|
Option Awards |
|
Stock Awards |
|
|
|
|
Number
of |
|
Number
of |
|
|
|
|
|
|
|
|
|
|
|
|
Number |
|
|
|
|
|
|
|
Securities |
|
Securities |
|
|
|
|
|
|
|
|
|
|
|
|
of Shares
|
|
Market
Value |
|
|
|
|
Underlying |
|
Underlying |
|
Total Number |
|
|
|
|
|
|
|
|
|
or Units
of |
|
of
Shares or |
|
|
|
|
Unexercised |
|
Unexercised |
|
of
Securities |
|
|
|
|
Market Value |
|
|
|
Stock
That |
|
Units of Stock |
|
|
|
|
Options |
|
Options |
|
Underlying |
|
Option
|
|
of
Unexercised |
|
Option |
|
Have Not
|
|
That
Have Not |
|
|
|
|
Exercisable
|
|
Unexercisable
|
|
Unexercised |
|
Exercise |
|
Options |
|
Expiration |
|
Vested |
|
Vested |
|
|
|
|
(#) |
|
(#) |
|
Options |
|
Price |
|
($) |
|
Date |
|
(#) |
|
($) |
Name |
|
Grant Date |
|
(1) |
|
(1) |
|
(#) |
|
($) |
|
(2) |
|
(3) |
|
(4) |
|
(5) |
Samuel R. Allen |
|
7-Dec-05 |
|
19,922 |
|
|
|
19,922 |
|
|
$ |
34.44 |
|
$ |
221,333 |
|
7-Dec-15 |
|
|
|
$ |
|
|
|
6-Dec-06 |
|
16,337 |
|
16,034 |
|
32,371 |
|
|
$ |
48.38 |
|
$ |
|
|
6-Dec-16 |
|
16,194 |
|
$ |
737,637 |
|
|
5-Dec-07 |
|
9,794 |
|
19,014 |
|
28,808 |
|
|
$ |
88.82 |
|
$ |
|
|
5-Dec-17 |
|
9,603 |
|
$ |
437,417 |
|
|
17-Dec-08 |
|
|
|
62,704 |
|
62,704 |
|
|
$ |
39.67 |
|
$ |
369,013 |
|
17-Dec-18 |
|
20,901 |
|
$ |
952,041 |
|
|
|
|
46,053 |
|
97,752 |
|
143,805 |
|
|
|
|
|
$ |
590,346 |
|
|
|
46,698 |
|
$ |
2,127,095 |
Robert W.
Lane |
|
10-Dec-03 |
|
190,512 |
|
|
|
190,512 |
|
|
$ |
30.82 |
|
$ |
2,806,242 |
|
10-Dec-13 |
|
|
|
|
|
|
|
8-Dec-04 |
|
320,000 |
|
|
|
320,000 |
|
|
$ |
34.69 |
|
$ |
3,476,800 |
|
8-Dec-14 |
|
|
|
$ |
|
|
|
7-Dec-05 |
|
300,100 |
|
|
|
300,100 |
|
|
$ |
34.44 |
|
$ |
3,334,111 |
|
7-Dec-15 |
|
|
|
$ |
|
|
|
6-Dec-06 |
|
145,639 |
|
71,733 |
|
217,372 |
|
|
$ |
48.38 |
|
$ |
|
|
6-Dec-16 |
|
72,456 |
|
$ |
3,300,371 |
|
|
5-Dec-07 |
|
43,730 |
|
84,889 |
|
128,619 |
|
|
$ |
88.82 |
|
$ |
|
|
5-Dec-17 |
|
42,873 |
|
$ |
1,952,865 |
|
|
17-Dec-08 |
|
|
|
285,133 |
|
285,133 |
|
|
$ |
39.67 |
|
$ |
1,678,008 |
|
17-Dec-18 |
|
95,044 |
|
$ |
4,329,254 |
|
|
|
|
999,981 |
|
441,755 |
|
1,441,736 |
|
|
|
|
|
$ |
11,295,161 |
|
|
|
210,373 |
|
$ |
9,582,490 |
James M. Field |
|
10-Dec-03 |
|
34,536 |
|
|
|
34,536 |
|
|
$ |
30.82 |
|
$ |
508,715 |
|
10-Dec-13 |
|
|
|
$ |
|
|
|
8-Dec-04 |
|
26,798 |
|
|
|
26,798 |
|
|
$ |
34.69 |
|
$ |
291,160 |
|
8-Dec-14 |
|
|
|
$ |
|
|
|
7-Dec-05 |
|
17,086 |
|
|
|
17,086 |
|
|
$ |
34.44 |
|
$ |
189,825 |
|
7-Dec-15 |
|
|
|
$ |
|
|
|
6-Dec-06 |
|
8,964 |
|
4,416 |
|
13,380 |
|
|
$ |
48.38 |
|
$ |
|
|
6-Dec-16 |
|
4,460 |
|
$ |
203,153 |
|
|
5-Dec-07 |
|
6,011 |
|
11,669 |
|
17,680 |
|
|
$ |
88.82 |
|
$ |
|
|
5-Dec-17 |
|
5,893 |
|
$ |
268,426 |
|
|
17-Dec-08 |
|
|
|
42,178 |
|
42,178 |
|
|
$ |
39.67 |
|
$ |
248,218 |
|
17-Dec-18 |
|
14,059 |
|
$ |
640,387 |
|
|
|
|
93,395 |
|
58,263 |
|
151,658 |
|
|
|
|
|
$ |
1,237,918 |
|
|
|
24,412 |
|
$ |
1,111,966 |
Michael J. Mack,
Jr. |
|
7-Dec-05 |
|
13,678 |
|
|
|
13,678 |
|
|
$ |
34.44 |
|
$ |
151,963 |
|
7-Dec-15 |
|
|
|
$ |
|
|
|
6-Dec-06 |
|
23,722 |
|
11,684 |
|
35,406 |
|
|
$ |
48.38 |
|
$ |
|
|
6-Dec-16 |
|
11,802 |
|
$ |
537,581 |
|
|
5-Dec-07 |
|
8,291 |
|
16,097 |
|
24,388 |
|
|
$ |
88.82 |
|
$ |
|
|
5-Dec-17 |
|
8,129 |
|
$ |
370,276 |
|
|
17-Dec-08 |
|
|
|
51,610 |
|
51,610 |
|
|
$ |
39.67 |
|
$ |
303,725 |
|
17-Dec-18 |
|
17,203 |
|
$ |
783,597 |
|
|
|
|
45,691 |
|
79,391 |
|
125,082 |
|
|
|
|
|
$ |
455,688 |
|
|
|
37,134 |
|
$ |
1,691,454 |
David C. Everitt |
|
7-Dec-05 |
|
20,310 |
|
|
|
20,310 |
|
|
$ |
34.44 |
|
$ |
225,644 |
|
7-Dec-15 |
|
|
|
$ |
|
|
|
6-Dec-06 |
|
15,905 |
|
15,905 |
|
31,810 |
|
|
$ |
48.38 |
|
$ |
|
|
6-Dec-16 |
|
16,064 |
|
$ |
731,715 |
|
|
5-Dec-07 |
|
9,890 |
|
19,201 |
|
29,091 |
|
|
$ |
88.82 |
|
$ |
|
|
5-Dec-17 |
|
9,697 |
|
$ |
441,698 |
|
|
17-Dec-08 |
|
|
|
62,736 |
|
62,736 |
|
|
$ |
39.67 |
|
$ |
369,201 |
|
17-Dec-18 |
|
20,912 |
|
$ |
952,542 |
|
|
|
|
46,105 |
|
97,842 |
|
143,947 |
|
|
|
|
|
$ |
594,845 |
|
|
|
46,673 |
|
$ |
2,125,955 |
James A.
Israel |
|
7-Dec-05 |
|
12,948 |
|
|
|
12,948 |
|
|
$ |
34.44 |
|
$ |
143,852 |
|
7-Dec-15 |
|
|
|
$ |
|
|
|
6-Dec-06 |
|
22,458 |
|
11,062 |
|
33,520 |
|
|
$ |
48.38 |
|
$ |
|
|
6-Dec-16 |
|
11,172 |
|
$ |
508,885 |
|
|
5-Dec-07 |
|
6,827 |
|
13,255 |
|
20,082 |
|
|
$ |
88.82 |
|
$ |
|
|
5-Dec-17 |
|
6,694 |
|
$ |
304,912 |
|
|
17-Dec-08 |
|
|
|
42,497 |
|
42,497 |
|
|
$ |
39.67 |
|
$ |
250,095 |
|
17-Dec-18 |
|
14,165 |
|
$ |
645,216 |
|
|
|
|
42,233 |
|
66,814 |
|
109,047 |
|
|
|
|
|
$ |
393,947 |
|
|
|
32,031 |
|
$ |
1,459,013 |
James R. Jenkins |
|
10-Dec-03 |
|
12,000 |
|
|
|
12,000 |
|
|
$ |
30.82 |
|
$ |
176,760 |
|
10-Dec-13 |
|
|
|
$ |
|
|
|
8-Dec-04 |
|
40,000 |
|
|
|
40,000 |
|
|
$ |
34.69 |
|
$ |
434,600 |
|
8-Dec-14 |
|
|
|
$ |
|
|
|
7-Dec-05 |
|
39,660 |
|
|
|
39,660 |
|
|
$ |
34.44 |
|
$ |
440,623 |
|
7-Dec-15 |
|
|
|
$ |
|
|
|
6-Dec-06 |
|
30,096 |
|
14,824 |
|
44,920 |
|
|
$ |
48.38 |
|
$ |
|
|
6-Dec-16 |
|
14,972 |
|
$ |
681,975 |
|
|
5-Dec-07 |
|
8,092 |
|
15,708 |
|
23,800 |
|
|
$ |
88.82 |
|
$ |
|
|
5-Dec-17 |
|
7,933 |
|
$ |
361,348 |
|
|
17-Dec-08 |
|
|
|
50,366 |
|
50,366 |
|
|
$ |
39.67 |
|
$ |
296,404 |
|
17-Dec-18 |
|
16,788 |
|
$ |
764,693 |
|
|
|
|
129,848 |
|
80,898 |
|
210,746 |
|
|
|
|
|
$ |
1,348,387 |
|
|
|
39,693 |
|
$ |
1,808,016 |
H. J.
Markley |
|
7-Dec-05 |
|
20,526 |
|
|
|
20,526 |
|
|
$ |
34.44 |
|
$ |
228,044 |
|
7-Dec-15 |
|
|
|
$ |
|
|
|
6-Dec-06 |
|
15,198 |
|
15,198 |
|
30,396 |
|
|
$ |
48.38 |
|
$ |
|
|
6-Dec-16 |
|
15,350 |
|
$ |
699,193 |
|
|
5-Dec-07 |
|
9,300 |
|
18,053 |
|
27,353 |
|
|
$ |
88.82 |
|
$ |
|
|
5-Dec-17 |
|
9,117 |
|
$ |
415,279 |
|
|
17-Dec-08 |
|
|
|
54,668 |
|
54,668 |
|
|
$ |
39.67 |
|
$ |
321,721 |
|
17-Dec-18 |
|
18,222 |
|
$ |
830,012 |
|
|
|
|
45,024 |
|
87,919 |
|
132,943 |
|
|
|
|
|
$ |
549,765 |
|
|
|
42,689 |
|
$ |
1,944,484 |
(1) |
|
Options generally
become vested and exercisable in approximately three equal installments on
the first, second and third anniversaries of the grant
date. |
77
(2) |
|
The amount shown
represents the number of options that have not been exercised (vested and
unvested) multiplied by the difference between the closing price for Deere
common stock on the NYSE on October 31, 2009, which was $45.55, and the
option exercise price. No value is shown for underwater
options. |
|
(3) |
|
Options expire ten
years from the grant date. |
|
(4) |
|
RSUs generally vest
three years from the grant date. RSUs granted in fiscal 2009 and 2008 must
be held until retirement or other permitted termination of employment
before they are settled in Deere common stock. RSUs granted in fiscal
years 2007 must be held for at least five years from the grant date. RSUs
that have vested, but have not been settled in Deere common stock are
included on the Fiscal 2009 Deferred Compensation Table. |
|
(5) |
|
The amount shown
represents the number of RSUs that have not vested multiplied by the
closing price for Deere common stock on the NYSE on October 31, 2009,
which was $45.55. |
Fiscal 2009 Option Exercises and
Stock Vested
The following table provides information
regarding option exercises and vesting of RSUs for each Named Executive during
fiscal 2009. These options and stock awards were granted in prior fiscal years
and are not related to performance in fiscal 2009.
|
Option Awards |
|
Stock Awards |
|
Number of |
|
|
|
|
Number of |
|
|
|
|
|
Shares |
|
Value |
|
Shares |
|
|
|
|
|
Acquired on |
|
Realized on |
|
Acquired on |
|
Value Realized |
|
Exercise |
|
Exercise |
|
Vesting |
|
on
Vesting |
|
(#) |
|
($) |
|
(#) |
|
($) |
Name |
(1) |
|
(2) |
|
(3) |
|
(4) |
Samuel R. Allen |
|
|
|
$ |
|
|
20,120 |
|
|
$ |
744,641 |
|
Robert W.
Lane |
|
|
|
$ |
|
|
100,032 |
|
|
$ |
3,702,184 |
|
James M. Field |
|
|
|
$ |
|
|
5,694 |
|
|
$ |
210,735 |
|
Michael J. Mack,
Jr. |
|
|
|
$ |
|
|
13,814 |
|
|
$ |
511,256 |
|
David C. Everitt |
|
|
|
$ |
|
|
20,512 |
|
|
$ |
759,149 |
|
James A.
Israel |
|
|
|
$ |
|
|
13,078 |
|
|
$ |
484,017 |
|
James R. Jenkins |
6,000 |
|
|
$ |
99,420 |
|
20,030 |
|
|
$ |
741,310 |
|
H. J. Markley |
|
|
|
$ |
|
|
20,730 |
|
|
$ |
767,217 |
|
(1) |
|
Represents the total
number of shares which were exercised before any withholding of shares to
pay the exercise price and taxes. |
|
(2) |
|
Value realized on
exercise is based on the closing price of Deere common stock on the NYSE
upon exercise minus the exercise price. |
The following table details the grant
date, number of shares, and value realized for each option
exercised.
|
|
|
Number of
Shares |
|
|
|
|
|
|
Acquired
on |
|
Value
Realized |
|
|
|
|
Exercise |
|
on
Exercise |
|
Name |
Grant Date |
|
(#) |
|
($) |
|
James R. Jenkins |
10-Dec-03 |
|
6,000 |
|
$99,420 |
|
(3) |
|
Represents the number
of RSUs that vested during fiscal 2009. These RSUs were granted in
December 2005 and vested on December 8, 2008. Although they are vested,
these RSUs will not be settled in Deere common stock until December 2010,
when the five-year holding period expires. |
|
(4) |
|
Represents the number
of RSUs vested multiplied by the closing price ($37.01) of Deere common
stock on the NYSE as of the vesting date. |
78
Pension Benefits
The Named Executives are eligible to
participate in pension plans that provide benefits based on years of service and
pay. Pension benefits are provided under a qualified defined benefit pension
plan called the John Deere Pension Plan for Salaried Employees (the Salaried
Plan) and two nonqualified pension plans called the Senior Supplementary
Pension Benefit Plan (the Supplementary Plan) and the John Deere Supplemental
Pension Benefit Plan (the Supplemental Plan).
In 1996, we introduced a new pension
option under the Salaried Plan known as the Contemporary Option. At that time,
participants were given the choice between remaining in the existing Salaried
Plan option known as the Traditional Option or choosing the new Contemporary
Option. New employees hired after 1996 automatically participate in the
Contemporary Option.
Salaried Plan
The Salaried Plan is a qualified plan subject to certain IRC
limitations on benefits and is subject to the Employee Retirement Income
Security Act. Deere makes contributions to, and benefits are paid from, a
tax-exempt pension trust. The two pension options, Traditional and Contemporary,
provided by the Salaried Plan can be summarized as follows:
Traditional
Option
The Traditional Option pension benefit
is based on a formula that calculates a retirement benefit using service credit,
Final Average Pay as defined below, and a multiplier. Generally, Final Average
Pay is the participants aggregate salary (up to IRC limits) for the last 60
months prior to retirement divided by 60, unless the last 60 months is not the
participants highest earnings. In that case, the Final Average Pay would be
calculated using the participants five highest consecutive anniversary years of
earnings.
The formula for
calculating monthly pension benefits under the qualified Traditional Option is:
Final Average
Pay (up to IRC limits)
x Years of
Service
x
1.5%
Eligibility to
retire with unreduced pension benefits under the Traditional Option is based on
age and years of service. Participants who are age 60 with ten or more years of
service, or who are age 65 with five or more years of service, receive unreduced
pension benefits.
Under the
Traditional Option, early retirement eligibility occurs upon the earlier
of:
|
1) |
|
having 30 years of
service; |
|
2) |
|
the sum of the
participants years of service and age equaling 80 or more;
or |
|
3) |
|
reaching age 60 or
more with ten years of service. |
Pension amounts
are reduced 4% for each year that retirement benefits are received before age
60. Named Executives who are eligible to retire early under the Traditional
Option are Messrs. Lane, Everitt and Israel.
Contemporary Option
Under the
Contemporary Option, Career Average Pay replaces Final Average Pay in
computing retirement benefits. Career Average Pay is calculated using salary
plus STI (up to IRC limits). For participants electing the Contemporary Option,
the transition to Career Average Pay includes salary and STI awards from 1992
through 1997 plus all subsequent salary and STI award payments until retirement.
For salaried employees participating in this option, Deere makes enhanced
contributions to the employees 401(k) retirement savings account.
79
The formula for
calculating benefits under the qualified Contemporary Option is:
Career Average
Pay (up to IRC limits)
x Years of
Service
x
1.5%
Eligibility to
retire with unreduced benefits under the Contemporary Option occurs at age 67
for all employees hired after 1996. For employees hired before 1997,
the eligibility age for retiring with unreduced benefits is based on
years of service as of January 1, 1997 and ranges from ages 60 to 67.
For employees
hired before 1997 who were not eligible to retire on January 1, 1997, and
employees hired after 1996, early retirement eligibility under the Contemporary
Option is the earlier of:
|
1) |
|
age 55 with ten or
more years of service; or |
|
2) |
|
age 65 with five or
more years of service. |
Pension
payments are reduced 4% for each year the employee is younger than the unreduced
benefits age at retirement. Messrs. Allen and Markley are the only Named
Executives currently eligible to retire under the Contemporary
Option.
Supplementary
Plan
The Supplementary Plan is an
unfunded, nonqualified excess defined benefit plan, which provides additional
pension benefits in a comparable amount to those benefits that the participant
would have received under the Salaried Plan in the absence of IRC limitations.
Benefit payments for the Supplementary Plan are made from the assets of
Deere.
The formula used to calculate the benefit
payable under the Supplementary Plan is the same as that used under the Salaried
Plan, except that eligible earnings include only amounts above IRC qualified
plan limits.
Supplemental
Plan
The Supplemental Plan is an unfunded,
nonqualified supplemental retirement plan for certain executives, including all
Named Executives. There also is a specified list of officers who, as of November
1, 1996, are eligible for the Officer Option under the Supplemental Plan.
Benefit payments for the Supplemental Plan are made from the assets of
Deere.
80
The formulas for calculating benefits
under the Supplemental Plan for each pension option can be summarized as
follows:
Contemporary Option
Career Average Pay
x Years of Service as
grade 13 and above beginning 1 January 1997
x 0.5%
Traditional Option
The Supplemental
Plan benefit under the Traditional Option is derived by subtracting the value of
the Traditional Option (Salaried Plan plus Supplementary Plan) from the value of
the Contemporary Option (Salaried Plan, Supplementary Plan plus Supplemental
Plan) had it been chosen. If this amount is positive, the Named Executive will
receive this additional amount as a Supplemental Plan benefit.
Officer
Option
The Officer Option was closed to new
entrants in 1996. Mr. Lane is the only remaining active employee eligible for
the Officer Option. The Officer Option is available to Mr. Lane only if he
retires after age 60. Mr. Lane turned 60 in November 2009 and retired on
December 31, 2009. Generally, the benefit consists of an additional one-half
percent of pension eligible earnings for the number of years the participant
served as an officer of Deere.
The formula for
the Officer Option is as follows:
Officer Average
Pay (as defined below)
x Years of
Service as a non-officer
x
1.5%
plus
Officer Average
Pay
x Years of
Service as an officer
x
2.0%
less
Traditional
Option benefit (Salaried Plan plus Supplementary Plan)
Officer Average
Pay consists of the average of the highest five years of salary (not necessarily
consecutive) of the last ten years of service, plus the higher of the target or
actual STI awards received.
81
Fiscal 2009 Pension Benefits
Table
|
|
|
|
|
|
Number of |
|
Present |
|
|
|
|
|
|
|
Assumed |
|
Years of |
|
Value of |
|
|
|
|
|
|
|
Retirement |
|
Credited |
|
Accumulated |
|
Annual |
|
|
|
|
Age |
|
Service |
|
Benefit |
|
Benefits |
|
|
Plan
Name |
|
(#) |
|
(#) |
|
($) |
|
($) |
Name |
|
(1) |
|
(2) |
|
(3) |
|
(4) |
|
(5) |
Samuel R. Allen |
|
Salaried Plan |
|
63 |
|
34.4 |
|
|
$ |
785,546 |
|
$ |
89,593 |
Contemporary Option |
|
Supplementary Plan |
|
63 |
|
34.4 |
|
|
$ |
2,234,853 |
|
$ |
222,450 |
|
|
Supplemental Plan |
|
63 |
|
12.8 |
|
|
$ |
368,458 |
|
$ |
38,785 |
|
|
Total |
|
|
|
|
|
|
$ |
3,388,857 |
|
$ |
350,828 |
Robert W.
Lane |
|
Salaried
Plan |
|
60 |
|
27.8 |
|
|
$ |
1,194,029 |
|
$ |
91,015 |
Traditional Option |
|
Supplementary
Plan |
|
60 |
|
27.8 |
|
|
$ |
6,905,529 |
|
$ |
453,828 |
with Officer Option |
|
Supplemental
Plan |
|
60 |
|
13.8 |
|
|
$ |
21,156,152 |
|
$ |
1,390,372 |
|
|
Total |
|
|
|
|
|
|
$ |
29,255,710 |
|
$ |
1,935,215 |
James M. Field |
|
Salaried Plan |
|
65 |
|
15.5 |
|
|
$ |
154,021 |
|
$ |
36,293 |
Contemporary Option |
|
Supplementary Plan |
|
65 |
|
15.5 |
|
|
$ |
212,066 |
|
$ |
43,734 |
|
|
Supplemental Plan |
|
65 |
|
10.7 |
|
|
$ |
89,018 |
|
$ |
18,358 |
|
|
Total |
|
|
|
|
|
|
$ |
455,105 |
|
$ |
98,385 |
Michael J. Mack
Jr. |
|
Salaried
Plan |
|
65 |
|
23.3 |
|
|
$ |
358,413 |
|
$ |
58,182 |
Contemporary Option |
|
Supplementary
Plan |
|
65 |
|
23.3 |
|
|
$ |
764,589 |
|
$ |
109,072 |
|
|
Supplemental
Plan |
|
65 |
|
12.8 |
|
|
$ |
208,086 |
|
$ |
30,664 |
|
|
Total |
|
|
|
|
|
|
$ |
1,331,088 |
|
$ |
197,918 |
David C. Everitt |
|
Salaried Plan |
|
60 |
|
34.4 |
|
|
$ |
1,283,359 |
|
$ |
112,543 |
Traditional Option |
|
Supplementary Plan |
|
60 |
|
34.4 |
|
|
$ |
2,190,313 |
|
$ |
165,297 |
|
|
Supplemental Plan |
|
63 |
|
12.8 |
|
|
$ |
615,114 |
|
$ |
61,948 |
|
|
Total |
|
|
|
|
|
|
$ |
4,088,786 |
|
$ |
339,788 |
James A.
Israel |
|
Salaried
Plan |
|
60 |
|
30.8 |
|
|
$ |
930,549 |
|
$ |
100,825 |
Traditional Option |
|
Supplementary
Plan |
|
60 |
|
30.8 |
|
|
$ |
890,419 |
|
$ |
83,081 |
|
|
Supplemental
Plan |
|
64 |
|
12.8 |
|
|
$ |
330,180 |
|
$ |
44,310 |
|
|
Total |
|
|
|
|
|
|
$ |
2,151,148 |
|
$ |
228,216 |
James R. Jenkins |
|
Salaried Plan |
|
65 |
|
9.7 |
|
|
$ |
298,928 |
|
$ |
27,462 |
Contemporary Option |
|
Supplementary Plan |
|
65 |
|
9.7 |
|
|
$ |
1,209,670 |
|
$ |
97,261 |
|
|
Supplemental Plan |
|
65 |
|
9.7 |
|
|
$ |
517,071 |
|
$ |
41,574 |
|
|
Total |
|
|
|
|
|
|
$ |
2,025,669 |
|
$ |
166,297 |
H. J.
Markley |
|
Salaried
Plan |
|
63 |
|
35.3 |
|
|
$ |
989,270 |
|
$ |
94,832 |
Contemporary Option |
|
Supplementary
Plan |
|
63 |
|
35.3 |
|
|
$ |
3,285,473 |
|
$ |
274,866 |
|
|
Supplemental
Plan |
|
63 |
|
12.8 |
|
|
$ |
505,249 |
|
$ |
44,759 |
|
|
Total |
|
|
|
|
|
|
$ |
4,779,992 |
|
$ |
414,457 |
(1) |
|
Benefits are provided
under the Salaried Plan, the Supplementary Plan and the Supplemental Plan
as described in the narrative preceding the table. |
|
(2) |
|
The assumed retirement
age is the earliest age at which the Named Executive could retire without
any benefit reduction due to age or normal retirement age, if
earlier. |
|
(3) |
|
Years and months of
service credit under each plan as of October 31, 2009. The years of
credited service are equal to years of service with Deere for the Salaried
and Supplementary Plan. Service credit under the Supplemental Plan, with
the exception of the Officer Option, is based on service as a grade 13 or
above, beginning January 1, 1997. For the Officer Option, service is based
on time as an officer eligible for this plan. |
82
(4) |
|
The actuarial present
value of the accumulated benefit is shown as of October 31, 2009, and is
provided as a straight-life annuity for the qualified pension plan and a
lump sum for nonqualified pension plan benefits. Pension benefits are not
reduced for any social security benefits or other offset amounts that the
Named Executive may receive. |
|
|
|
An actuarial present
value is calculated by estimating expected future payments starting at an
assumed retirement age, weighting the estimated payments by the estimated
probability of surviving to each post-retirement age and discounting the
weighted payments at an assumed discount rate to reflect the time value of
money. The actuarial present value represents an estimate of the amount
which, if invested today at the discount rate, would be sufficient on an
average basis to provide estimated future payments based on the current
accumulated benefit. Actual benefit present values will vary from these
estimates depending on many factors, including a Named Executives actual
retirement age. |
|
|
|
The following
assumptions were used to calculate the present value of the accumulated
benefit. References to the assumptions used in fiscal 2008 and 2007 are
included below because the change in the accumulated benefit between
fiscal years is included in the Fiscal 2009 Summary Compensation Table
under the column Change in Pension Value: |
|
|
|
|
|
- Each of the Named Executives continues as an
executive until the earliest age at which he could retire without any benefit reduction due to age or normal
retirement age, whichever is earlier, as
defined in the Salaried Plan;
- Present value amounts were determined based
on the financial accounting discount rate for U.S. pension plans of 5.45% for fiscal 2009, 8.35% for fiscal
2008 and 6.30% for fiscal 2007;
- Benefits subject to a lump sum distribution
were determined using an interest rate of 4.19% for fiscal 2009, 4.27% for fiscal 2008 and 4.80% for fiscal
2007;
- The mortality table used for the qualified
plan was the RP2016 table for fiscal 2009, the RP2015 table for fiscal 2008, and RP2014 table for fiscal
2007 in each case as published by the IRS;
- The mortality table used for the
nonqualified plans for lump sum payments for fiscal 2009 was the RP2016 table, for fiscal 2008 was the RP2015
table, and for fiscal 2007 was the 94GAR
table in each case as published by IRS; and
- Pensionable earnings is calculated for each
fiscal year just completed using base pay as an estimate (3.5% over the prior year) with no future increase and
the STI bonus as an estimate at target.
Pensionable earnings for prior years is calculated based on actual base
pay and actual STI earned for prior
years.
|
|
|
|
(5) |
|
Represents the estimated annual
benefit amounts under each plan. |
Nonqualified Deferred
Compensation
The Fiscal 2009 Deferred Compensation
Table below shows information about three programs:
|
1) |
|
the John Deere
Voluntary Deferred Compensation Plan (Deferred Plan), a nonqualified
deferred compensation plan; |
|
2) |
|
the John Deere Defined
Contribution Restoration Plan (DCRP), a nonqualified savings plan;
and |
|
3) |
|
deferred
RSUs. |
Deferred Plan
Under the Deferred Plan, through fiscal 2008, Named Executives
could defer any part (in 5% increments up to 95%) of their cash compensation,
which includes salary, STI and MTI. For deferrals elected for fiscal 2009, up to
70% of salary may be deferred and STI and MTI awards may be deferred up to 95%.
On the first day of each calendar quarter, the balance in the accounts under the
Deferred Plan is credited with interest at the prime rate (as determined by the
Federal Reserve Statistical Release
83
for the prior month) plus 2%, as of the
last day of the preceding quarter. For fiscal 2009, the rates paid ranged
between 5.25% and 6.0%. For deferrals made after 2009, the deferred amounts will
earn interest based on the Moodys A rated Corporate Bond Rate.
An election to defer salary must be made
prior to the beginning of the calendar year in which deferral occurs. An
election to defer STI must be made prior to the beginning of the fiscal year
upon which the award is based. An election to defer MTI must be made prior to
the close of the fiscal year preceding the calendar year of payment.
Participants may elect to receive the deferred funds in a lump sum or in equal
annual installments not to exceed ten years. Distribution must be completed
within ten years following retirement. All deferral elections and associated
distribution schedules are irrevocable. This plan is unfunded and participant
accounts are at risk in the event of the companys bankruptcy.
DCRP
The DCRP is designed to allow executives participating in our
Contemporary Option to defer employee contributions and receive employer
matching contributions on up to 6% of eligible earnings that are otherwise
limited by the IRC. For DCRP purposes, eligible earnings include salary, STI and
commission compensation. None of the Named Executives receive commission
compensation. The 401(k) deferral percentage selected by the employee in place
each October 31st is used during the following calendar year to calculate the
DCRP employee contribution. This plan is unfunded and participant accounts are
at risk in the event of the companys bankruptcy.
Two investment options are available under
the DCRP: the prime rate, as determined by the Federal Reserve Statistical
Release for the prior month, plus 2%; or a rate of return based on the S&P
500 Index for the prior month. Participants may choose either investment option
for any portion of their account. Participants can change investment options
each calendar year. During fiscal 2009, the annualized rates of return under the
two options were as follows:
Earnings Under Investment
Options |
|
|
Prime plus 2% |
|
S&P 500 Index |
November-08 |
|
6.60 |
% |
|
-244.69 |
% |
December-08 |
|
6.00 |
% |
|
-106.23 |
% |
January-09 |
|
5.66 |
% |
|
-7.45 |
% |
February-09 |
|
5.25 |
% |
|
-16.38 |
% |
March-09 |
|
5.25 |
% |
|
-83.67 |
% |
April-09 |
|
5.25 |
% |
|
-71.68 |
% |
May-09 |
|
5.25 |
% |
|
144.26 |
% |
June-09 |
|
5.25 |
% |
|
76.77 |
% |
July-09 |
|
5.25 |
% |
|
31.53 |
% |
August-09 |
|
5.25 |
% |
|
12.57 |
% |
September-09 |
|
5.25 |
% |
|
94.76 |
% |
October-09 |
|
5.25 |
% |
|
41.39 |
% |
Distribution options for participants
eligible for retirement as of December 31, 2005, who made an election prior to
December 31, 2005, consist of a single lump sum payment, a specified dollar
amount each year, or decrementing withdrawals over a specified number of years.
For all other participants, distribution options consist of a lump sum
distribution one year following the date of separation, or, in the case of
retirement, five annual installments, beginning one year following the
retirement date.
84
Deferred RSUs
There are two scenarios under which deferred RSUs can appear
in the following table:
- After RSUs are vested, generally three years from
the grant date, they must be held for a restriction period as follows:
|
Grant Date |
|
Date Vested |
|
Restriction Period |
|
December 2002 |
|
December 2005 |
|
Until retirement or no longer active employee |
|
December
2004 |
|
December
2007 |
|
Five years
(December 2009) |
|
December 2005 |
|
December 2008 |
|
Five years (December
2010) |
- For RSUs granted starting in December 2003, a
Named Executive may elect deferral of settlement for a minimum of five years.
If a deferral election is made, the RSUs will be settled in shares of Deere
common stock five or more years after the originally scheduled conversion
date.
The Deferred RSUs will not be settled in
Deere common stock until either the election period or the restriction period
expires.
Fiscal 2009 Deferred Compensation
Table
|
|
|
|
|
|
|
|
|
|
Aggregate |
|
|
|
|
|
|
|
|
|
|
Executive |
|
Registrant |
|
Earnings in |
|
Aggregate |
|
Aggregate |
|
|
|
|
Contributions |
|
Contributions |
|
Last Fiscal |
|
Withdrawals / |
|
Balance at Last |
|
|
|
|
in
Last FY |
|
in
Last FY |
|
Year |
|
Distributions |
|
FYE |
|
|
|
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
Name |
|
Plan |
|
(1) |
|
(2) |
|
(3) |
|
(4) |
|
(5) |
Samuel R. Allen |
|
Deferred Plan |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
DCRP Plan |
|
$ |
90,235 |
|
$ |
154,512 |
|
$ |
61,305 |
|
$ |
|
|
$ |
1,242,212 |
|
|
Deferred RSUs |
|
$ |
|
|
$ |
744,641 |
|
$ |
460,631 |
|
$ |
938,680 |
|
$ |
2,913,196 |
|
|
Total |
|
$ |
90,235 |
|
$ |
899,153 |
|
$ |
521,936 |
|
$ |
938,680 |
|
$ |
4,155,408 |
Robert W.
Lane |
|
Deferred
Plan |
|
$ |
|
|
$ |
|
|
$ |
173,905 |
|
$ |
|
|
$ |
3,307,751 |
|
|
DCRP
Plan |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
Deferred
RSUs |
|
$ |
|
|
$ |
3,702,184 |
|
$ |
2,449,232 |
|
$ |
5,601,800 |
|
$ |
15,634,673 |
|
|
Total |
|
$ |
|
|
$ |
3,702,184 |
|
$ |
2,623,137 |
|
$ |
5,601,800 |
|
$ |
18,942,424 |
James M. Field |
|
Deferred Plan |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
DCRP Plan |
|
$ |
55,369 |
|
$ |
96,335 |
|
$ |
21,813 |
|
$ |
|
|
$ |
452,510 |
|
|
Deferred RSUs |
|
$ |
|
|
$ |
210,735 |
|
$ |
98,577 |
|
|
|
|
$ |
584,862 |
|
|
Total |
|
$ |
55,369 |
|
$ |
307,070 |
|
$ |
120,390 |
|
$ |
|
|
$ |
1,037,372 |
Michael J. Mack,
Jr. |
|
Deferred
Plan |
|
$ |
1,061,632 |
|
$ |
|
|
$ |
58,770 |
|
$ |
|
|
$ |
1,416,253 |
|
|
DCRP
Plan |
|
$ |
72,162 |
|
$ |
124,514 |
|
$ |
(10,603 |
) |
$ |
|
|
$ |
692,804 |
|
|
Deferred
RSUs |
|
$ |
|
|
$ |
511,256 |
|
$ |
177,234 |
|
$ |
391,218 |
|
$ |
1,063,228 |
|
|
Total |
|
$ |
1,133,794 |
|
$ |
635,770 |
|
$ |
225,401 |
|
$ |
391,218 |
|
$ |
3,172,285 |
David C. Everitt |
|
Deferred Plan |
|
$ |
502,045 |
|
$ |
|
|
$ |
71,803 |
|
$ |
|
|
$ |
1,506,860 |
|
|
DCRP Plan |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
Deferred RSUs |
|
$ |
|
|
$ |
759,149 |
|
$ |
677,194 |
|
|
|
|
$ |
4,205,723 |
|
|
Total |
|
$ |
502,045 |
|
$ |
759,149 |
|
$ |
748,997 |
|
$ |
|
|
$ |
5,712,583 |
James A.
Israel |
|
Deferred
Plan |
|
$ |
885,114 |
|
$ |
|
|
$ |
35,311 |
|
$ |
|
|
$ |
920,425 |
|
|
DCRP
Plan |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
Deferred
RSUs |
|
$ |
|
|
$ |
484,017 |
|
$ |
172,401 |
|
|
|
|
$ |
991,350 |
|
|
Total |
|
$ |
885,114 |
|
$ |
484,017 |
|
$ |
207,712 |
|
$ |
|
|
$ |
1,911,775 |
James R. Jenkins |
|
Deferred Plan |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
DCRP Plan |
|
$ |
69,336 |
|
$ |
120,034 |
|
$ |
(19,112 |
) |
$ |
|
|
$ |
962,481 |
|
|
Deferred RSUs |
|
$ |
|
|
$ |
741,310 |
|
$ |
475,576 |
|
$ |
938,680 |
|
$ |
3,011,493 |
|
|
Total |
|
$ |
69,336 |
|
$ |
861,344 |
|
$ |
456,464 |
|
$ |
938,680 |
|
$ |
3,973,974 |
H. J.
Markley |
|
Deferred
Plan |
|
$ |
|
|
$ |
|
|
$ |
67,856 |
|
$ |
|
|
$ |
1,290,644 |
|
|
DCRP
Plan |
|
$ |
76,665 |
|
$ |
131,920 |
|
$ |
80,476 |
|
$ |
|
|
$ |
1,576,535 |
|
|
Deferred
RSUs |
|
$ |
|
|
$ |
767,217 |
|
$ |
515,452 |
|
$ |
999,240 |
|
$ |
3,271,674 |
|
|
Total |
|
$ |
76,665 |
|
$ |
899,137 |
|
$ |
663,784 |
|
$ |
999,240 |
|
$ |
6,138,853 |
85
(1) |
|
The amounts in this
column represent employee compensation deferrals that are included on the
Fiscal 2009 Summary Compensation Table under the Salary and Non-Equity
Incentive Plan Compensation columns. |
|
(2) |
|
The amounts in this
column associated with the DCRP Plan are included in Fiscal 2009 Summary
Compensation Table under the All Other Compensation column and represent
Deeres contributions during the fiscal year. The amounts in this column
associated with Deferred RSUs represent RSUs that vested in the current
fiscal year, but have not been converted into Deere common stock. The
amounts are equal to those reported in the Fiscal 2009 Option Exercises
and Stock Vested table under the column Value Realized on
Vesting. |
|
(3) |
|
For the Deferred Plan
accounts, total earnings are calculated using the prime rate plus 2%. For
the DCRP accounts, depending upon the investment choices made by the Named
Executive, total earnings are calculated using the prime rate plus 2% or
the change in market value of the S&P 500 Index for each month from
October 31, 2008 to October 31, 2009. For rates of return, see Earnings
Under Investment Options in the narrative preceding the Fiscal 2009
Deferred Compensation Table. For the Deferred RSUs accounts, the earnings
represent the change in the intrinsic value of the RSUs. The following
table shows the breakdown of total earnings on deferred compensation
between above-market and at-market components. |
|
|
|
|
|
Earnings in Last Fiscal
Year |
|
|
|
|
|
Above-Market |
|
At
Market |
|
Aggregate |
|
|
|
|
|
($) |
|
($) |
|
Earnings |
|
Name |
|
Plan |
|
(a) |
|
(b) |
|
($) |
|
Samuel R. Allen |
|
Deferred Plan |
|
$ |
|
|
|
$ |
|
|
$ |
|
|
|
|
DCRP Plan |
|
$ |
9,201 |
|
|
$ |
52,104 |
|
$ |
61,305 |
|
|
|
Deferred RSUs |
|
$ |
|
|
|
$ |
460,631 |
|
$ |
460,631 |
|
|
|
Total |
|
$ |
9,201 |
|
|
$ |
512,735 |
|
$ |
521,936 |
|
Robert W.
Lane |
|
Deferred
Plan |
|
$ |
21,002 |
|
|
$ |
152,903 |
|
$ |
173,905 |
|
|
|
DCRP
Plan |
|
$ |
|
|
|
$ |
|
|
$ |
|
|
|
|
Deferred
RSUs |
|
$ |
|
|
|
$ |
2,449,232 |
|
$ |
2,449,232 |
|
|
|
Total |
|
$ |
21,002 |
|
|
$ |
2,602,135 |
|
$ |
2,623,137 |
|
James M. Field |
|
Deferred Plan |
|
$ |
|
|
|
$ |
|
|
$ |
|
|
|
|
DCRP Plan |
|
$ |
3,231 |
|
|
$ |
18,582 |
|
$ |
21,813 |
|
|
|
Deferred RSUs |
|
$ |
|
|
|
$ |
98,577 |
|
$ |
98,577 |
|
|
|
Total |
|
$ |
3,231 |
|
|
$ |
117,159 |
|
$ |
120,390 |
|
Michael J. Mack,
Jr. |
|
Deferred
Plan |
|
$ |
8,852 |
|
|
$ |
49,918 |
|
$ |
58,770 |
|
|
|
DCRP
Plan |
|
$ |
1,914 |
|
|
$ |
(12,517 |
) |
$ |
(10,603 |
) |
|
|
Deferred
RSUs |
|
$ |
|
|
|
$ |
177,234 |
|
$ |
177,234 |
|
|
|
Total |
|
$ |
10,766 |
|
|
$ |
214,635 |
|
$ |
225,401 |
|
David C. Everitt |
|
Deferred Plan |
|
$ |
9,501 |
|
|
$ |
62,302 |
|
$ |
71,803 |
|
|
|
DCRP Plan |
|
$ |
|
|
|
$ |
|
|
$ |
|
|
|
|
Deferred RSUs |
|
$ |
|
|
|
$ |
677,194 |
|
$ |
677,194 |
|
|
|
Total |
|
$ |
9,501 |
|
|
$ |
739,496 |
|
$ |
748,997 |
|
James A.
Israel |
|
Deferred
Plan |
|
$ |
5,727 |
|
|
$ |
29,584 |
|
$ |
35,311 |
|
|
|
DCRP
Plan |
|
$ |
|
|
|
$ |
|
|
$ |
|
|
|
|
Deferred
RSUs |
|
$ |
|
|
|
$ |
172,401 |
|
$ |
172,401 |
|
|
|
Total |
|
$ |
5,727 |
|
|
$ |
201,985 |
|
$ |
207,712 |
|
James R. Jenkins |
|
Deferred Plan |
|
$ |
|
|
|
$ |
|
|
$ |
|
|
|
|
DCRP Plan |
|
$ |
6,820 |
|
|
$ |
(25,932 |
) |
$ |
(19,112 |
) |
|
|
Deferred RSUs |
|
$ |
|
|
|
$ |
475,576 |
|
$ |
475,576 |
|
|
|
Total |
|
$ |
6,820 |
|
|
$ |
449,644 |
|
$ |
456,464 |
|
H. J.
Markley |
|
Deferred
Plan |
|
$ |
8,195 |
|
|
$ |
59,661 |
|
$ |
67,856 |
|
|
|
DCRP
Plan |
|
$ |
12,177 |
|
|
$ |
68,299 |
|
$ |
80,476 |
|
|
|
Deferred
RSUs |
|
$ |
|
|
|
$ |
515,452 |
|
$ |
515,452 |
|
|
|
Total |
|
$ |
20,372 |
|
|
$ |
643,412 |
|
$ |
663,784 |
|
86
|
|
(a) |
|
Represents
above-market earnings on compensation that is deferred by the Named
Executive under nonqualified deferred compensation plans. Above-market
earnings represent the difference between the prime rate plus 2% and 120%
of the applicable federal long-term rate prescribed by the IRC. The
amounts in this column are included in the Fiscal 2009 Summary
Compensation Table under the column Nonqualified Deferred Compensation
Earnings. |
|
|
|
(b) |
|
Represents earnings
not considered to be above-market under the SEC rules on compensation
deferred under our nonqualified deferred compensation plans. These amounts
are not required to be included on the Fiscal 2009 Summary Compensation
Table. |
|
(4) |
|
Represents
the settlement of RSUs that were granted in December 2003. For employees
who did not choose to defer settlement beyond the minimum restriction
period, as stated above, these RSUs became unrestricted on December 10,
2008. These RSUs were settled using a stock price of $37.85 which was the
average of the high and low price for Deere common stock on that
date. |
|
(5) |
|
Of the
aggregate balance, the following amounts were reported as compensation to
the Named Executive in the Summary Compensation Table in prior years: Mr.
Allen, $1,097,619; Mr. Lane, $1,828,126; Mr. Mack, $641,146; Mr. Everitt,
$424,234; Mr. Israel, $250,560; and Mr. Markley,
$185,991. |
Fiscal 2009 Potential Payments
upon Change in Control
Consistent with the previous change in
control agreements, the CIC Program retains our double trigger approach, under
which participants will receive severance benefits only if both a change in
control and qualifying termination occur. A qualifying termination is either:
- Deeres termination of an executives
employment within the six months preceding or within 24 months following a change in control for reasons other than
termination for death, disability or cause
(defined as an executives willful and continued nonperformance of
duties after written demand; willful conduct that is
demonstrably and materially injurious to Deere;
or illegal activity); or
- An executives termination of his or her own
employment for good reason (defined as material reductions or alterations in an executives authorities,
duties or responsibilities; change in office
location of at least 50 miles from current residence; material reductions
in an executives participation in certain
Deere compensation plans; or certain other breaches of the covenants in the CIC Program) within 24 months following a
change in control.
The CIC Program will continue to use the
same definition of change in control that was used in the previous change in
control agreements and that includes the following change in control events:
- any person, as defined in the Securities
Exchange Act (with certain exceptions), acquires 30% or more of Deeres voting securities;
- a majority of our directors are replaced without
the approval of at least two-thirds of the existing directors or directors previously approved by the then
existing directors;
- any merger or business combination of Deere and
another company, unless the outstanding voting
securities of Deere prior to the transaction continue to represent at least
60% of the voting securities of the new
company; or
- Deere is completely liquidated, or all, or
substantially all, of Deeres assets are sold or disposed.
Consistent with the previous change in
control agreements, the CIC Program applies to certain executives, including the
Named Executives. Severance benefits payable to the Named Executives under the
CIC Program (which were also payable under the previous change in control
agreements) include:
- Base salary plus target bonus multiplied by
3;
- Pro-rata bonus for year of termination;
87
- Continuation of welfare benefits (including
health, life and disability insurance) for 3 years; and
- Amount equal to employer contributions to our
defined contribution plans in the year immediately preceding termination.
The changes between the CIC Program terms
and the terms of the previous change in control agreements include:
- Changed the definition of executive bonus to a
multiple of target bonus rather than the greater of target or actual bonus earned;
- Eliminated excise tax gross up;
- Eliminated additional years of service credit
under the supplemental retirement benefit program;
- In addition to the existing restrictive covenant,
introduced a requirement that the executive sign a release agreement as a condition to receiving severance benefits
under the CIC Program; and
- Clarified that a sale, spin-off or divestiture of
a subsidiary, division or business unit of Deere will not create benefit eligibility under the CIC Program unless there
is also a change in control of Deere.
All of the Named Executives have
voluntarily relinquished their current change in control agreements in exchange
for their participation in the CIC Program.
In addition, the Omnibus Plan and the
Deferred Plan each contain change in control provisions that may trigger
payments under these plans. Under the Omnibus Plan, unless the Board determines
otherwise, and regardless of whether the employee was terminated or not, all
outstanding equity awards vest and restriction periods are ended upon the
occurrence of a change in control. All outstanding RSUs are cashed out as of the
date of the change in control and the employee has the right to exercise all
outstanding options. These payments are labeled in the table below as Change in
Control only. Under the Deferred Plan, in the event of certain changes in
control, the Committee may elect to terminate the plan within 12 months
following the change in control and distribute all account balances, or the
Committee may decide to keep the Deferred Plan in effect and modify the Deferred
Plan to reflect the impact of the change in control.
The following table contains estimated
potential payments that would have been due to a Named Executive if a change in
control event had occured and, if applicable, the Named Executive experienced a
Qualifying Termination, as of October 31, 2009. Although the calculations are
intended to provide reasonable estimates of the potential payments, they are
based on numerous assumptions, as described in the footnotes, and may not
represent the actual amount a Named Executive would receive if a change in
control occurred. As explained in the footnotes, the payments listed represent
the incremental amounts due to Named Executives that exceed what the Named
Executives would have received without the change in control. Not included in
this table are the following payments to which the Named Executive is already
entitled and are reported in previous sections of this Proxy
Statement:
- amounts already earned under STI and MTI as of
October 31, 2009 (reported in the Fiscal 2009
Summary Compensation Table);
- the exercise of outstanding vested options
(reported in Outstanding Equity Awards at Fiscal 2009 Year-End); and
- distribution of the nonqualified Deferred
Compensation (reported on the Fiscal 2009 Deferred Compensation Table).
88
Since Mr. Markley ceased to be an active
employee as of August 28, 2009, he is not eligible for any potential payments
under the CIC Program and is not listed in this table.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined |
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
Stock |
|
Welfare |
|
Contribution |
|
|
|
|
Salary |
|
STI |
|
MTI |
|
Awards |
|
Options |
|
Benefits |
|
Plans |
|
Total |
Name |
(1) |
|
(2) |
|
(3) |
|
(4) |
|
(5) |
|
(6) |
|
(7) |
|
Payments |
Samuel R. Allen |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
~Change in
Control only |
$ |
|
|
$ |
|
|
$ |
402,380 |
|
$ |
|
|
$ |
|
|
|
$ |
|
|
|
|
$ |
|
|
|
$ |
402,380 |
~Change in
Control and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Qualifying Termination |
$ |
3,600,000 |
|
$ |
2,449,710 |
|
$ |
402,380 |
|
$ |
|
|
$ |
|
|
|
$ |
32,607 |
|
|
|
$ |
533,673 |
|
|
$ |
7,018,370 |
|
Robert W. Lane |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
~Change in
Control only |
$ |
|
|
$ |
|
|
$ |
1,414,667 |
|
$ |
|
|
$ |
|
|
|
$ |
|
|
|
|
$ |
|
|
|
$ |
1,414,667 |
~Change in
Control and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Qualifying Termination |
$ |
4,556,400 |
|
$ |
5,672,921 |
|
$ |
1,414,667 |
|
$ |
|
|
$ |
|
|
|
$ |
35,362 |
|
|
|
$ |
49,500 |
|
|
$ |
11,728,850 |
|
James M. Field |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
~Change in
Control only |
$ |
|
|
$ |
|
|
$ |
1,165,301 |
|
$ |
1,111,967 |
|
$ |
248,218 |
|
|
$ |
|
|
|
|
$ |
|
|
|
$ |
2,525,486 |
~Change in
Control and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Qualifying Termination |
$ |
1,542,420 |
|
$ |
1,232,498 |
|
$ |
1,165,301 |
|
$ |
1,111,967 |
|
$ |
248,218 |
|
|
$ |
37,429 |
|
|
|
$ |
359,340 |
|
|
$ |
5,697,173 |
|
Michael J. Mack, Jr. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
~Change in Control only |
$ |
|
|
$ |
|
|
$ |
1,165,301 |
|
$ |
1,691,454 |
|
$ |
303,725 |
|
|
$ |
|
|
|
|
$ |
|
|
|
$ |
3,160,480 |
~Change in
Control and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Qualifying Termination |
$ |
1,770,300 |
|
$ |
1,457,258 |
|
$ |
1,165,301 |
|
$
|
1,691,454 |
|
$ |
303,725 |
|
|
$ |
38,085 |
|
|
|
$ |
443,310 |
|
|
$ |
6,869,433 |
|
David C. Everitt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
~Change in
Control only |
$ |
|
|
$ |
|
|
$ |
402,380 |
|
$ |
|
|
$ |
|
|
|
$ |
|
|
|
|
$ |
|
|
|
$ |
402,380 |
~Change in
Control and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Qualifying Termination |
$ |
1,886,100 |
|
$ |
1,593,293 |
|
$ |
402,380 |
|
$ |
|
|
$ |
|
|
|
$ |
27,671 |
|
|
|
$ |
49,500 |
|
|
$ |
3,958,944 |
|
James A. Israel |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
~Change in
Control only |
$ |
|
|
$ |
|
|
$ |
402,380 |
|
$ |
|
|
$ |
|
|
|
$ |
|
|
|
|
$ |
|
|
|
$ |
402,380 |
~Change in
Control and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Qualifying Termination |
$ |
1,388,100 |
|
$ |
1,175,201 |
|
$ |
402,380 |
|
$ |
|
|
$ |
|
|
|
$ |
26,237 |
|
|
|
$ |
49,500 |
|
|
$ |
3,041,418 |
|
James R. Jenkins |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
~Change in
Control only |
$ |
|
|
$ |
|
|
$ |
1,165,301 |
|
$ |
1,808,016 |
|
$ |
296,404 |
|
|
$ |
|
|
|
|
$ |
|
|
|
$ |
3,269,721 |
~Change in
Control and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Qualifying Termination |
$ |
1,645,200 |
|
$ |
1,392,874 |
|
$ |
1,165,301 |
|
$ |
1,808,016 |
|
$ |
296,404 |
|
|
$ |
26,978 |
|
|
|
$ |
429,183 |
|
|
$ |
6,763,956 |
(1) |
|
The CIC Program
provides for a lump sum payment of three times the annual base
salary. |
|
(2) |
|
The CIC Program
provides for a lump sum payment of three times the target STI bonus amount
for the fiscal year in which the termination occurs. In addition, the
Named Executive is entitled to a prorated STI award for the current year.
Since the change in control calculations in this table are made as of the
end of the fiscal year, the prorated award is equal to the STI earned for
the current fiscal year as reported in the Fiscal 2009 Summary
Compensation Table under the column Non- Equity Incentive Plan
Compensation and is not duplicated in this table. |
|
(3) |
|
The MTI plan contains
a change in control provision that entitles participants, as of the date
of a change in control, to a lump sum MTI payment based on actual
performance results to date for all four performance periods then in
progress. The payout for the four-year performance period ending October
31, 2009, is reported in the Fiscal 2009 Summary Compensation Table under
the column Non-Equity Incentive Plan Compensation and is not duplicated
in this table. For Messrs. Field, Mack, and Jenkins, the amount shown in
this table represents the payout for the three remaining performance
periods. In the event of death, disability or retirement, employees who
were eligible on September 30th in the year prior to a payout receive an
award. Since Messrs. Allen, Everitt and Israel are eligible for retirement
and would be entitled to the 2007-2010 MTI payout regardless of a change
in control event, the amounts shown in the table for them represent the
payout for the last two remaining performance
periods. |
89
(4) |
|
In the event of a
change in control under the terms of the Omnibus Plan, vesting and
restriction requirements are no longer applicable for all stock awards and
they are cashed out. As of October 31, 2009, all RSUs are restricted;
therefore all outstanding RSUs could be cashed out based on the closing
price for Deere common stock on the NYSE on October 31, 2009, which
was $45.55. Since, however, Messrs. Allen, Everitt and Israel are eligible
for retirement and RSUs will continue to vest over the three-year period
whether or not they continue to provide services, there is no incremental
benefit of the accelerated vesting for these individuals. For Messrs.
Field, Mack, and Jenkins, who are not eligible for retirement, the amount
shown in this table represents all unvested RSUs as of October 31, 2009.
Vested RSUs are not included because they are already earned and included
on the Deferred Compensation Table. Vested RSUs are included in the
Outstanding Equity Awards at Fiscal 2009 Year-End. |
|
(5) |
|
In the event of a
change in control under the terms of the Omnibus Plan, all outstanding
stock options vest and can be exercised immediately. Since, however,
Messrs. Allen, Everitt and Israel are eligible for retirement and stock
options vest immediately upon retirement, there is no incremental benefit
of the accelerated vesting for these individuals. For Messrs. Field, Mack,
and Jenkins, who are not eligible for retirement, the amount represents
the number of outstanding, unexercisable options multiplied by the
difference between the closing price for Deere common stock on the NYSE on
October 31, 2009, which was $45.55, and the option exercise prices. These
amounts are included in the Outstanding Equity Awards at Fiscal 2009
Year-End. |
|
(6) |
|
The CIC Program
provides for continuation of health care, life and accidental death and
dismemberment, and disability insurance for three full years at the same
premium cost and coverage. This benefit is discontinued if the Named
Executive receives similar benefits from a subsequent employer during this
three year period. |
|
(7) |
|
The CIC Program
provides for an amount in cash equal to three times Deeres contributions
on behalf of each of the Named Executives under our defined contribution
plans for the plan year preceding termination (or, if greater, for the
plan year immediately prior to the change in
control). |
90
Fiscal 2009 Potential Payments
upon Termination of Employment Other than Following a Change in
Control
The following table summarizes the
estimated payments to be made to Named Executives under plans or established
Deere practices in the event of termination of employment for death, disability,
retirement, termination without cause, termination for cause and voluntary
separation. Although the calculations are intended to provide reasonable
estimates of the potential payments, they are based on numerous assumptions, as
described in the footnotes, and may not represent the actual amount a Named
Executive would receive if an eligible termination occurred.
The amounts shown assume the termination
event occurred on and the Named Executive was actively employed until October
31, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Present Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
Deferred |
|
of
Accumulated |
|
|
|
|
Salary |
|
STI |
|
MTI |
|
Stock Awards |
|
Options |
|
Compensation |
|
Pension
Benefit |
|
Total |
Name |
(1) |
|
(2) |
|
(3) |
|
(4) |
|
(5) |
|
(6) |
|
(7) |
|
Payments |
Samuel R.
Allen |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Death |
$ |
|
|
$ |
653,256 |
|
$ |
1,906,862 |
|
|
$ |
4,141,634 |
|
|
$ |
590,346 |
|
|
$ |
1,242,212 |
|
|
|
$ |
2,258,425 |
|
|
$ |
10,792,735 |
Disability |
$ |
1,789,970 |
|
$ |
653,256 |
|
$ |
1,906,862 |
|
|
$ |
5,040,290 |
|
|
$ |
590,346 |
|
|
$ |
1,242,212 |
|
|
|
$ |
4,088,404 |
|
|
$ |
15,311,340 |
Retirement |
|
|
|
$ |
653,256 |
|
$ |
1,906,862 |
|
|
$ |
5,040,290 |
|
|
$ |
590,346 |
|
|
$ |
1,242,212 |
|
|
|
$ |
4,100,078 |
|
|
$ |
13,533,044 |
Termination
Without Cause |
$ |
1,200,000 |
|
$ |
653,256 |
|
$ |
953,431 |
|
|
$ |
2,913,196 |
|
|
$ |
|
|
|
$ |
1,242,212 |
|
|
|
$ |
4,100,078 |
|
|
$ |
11,062,173 |
Termination
For Cause |
$ |
|
|
$ |
653,256 |
|
$ |
953,431 |
|
|
$ |
2,913,196 |
|
|
$ |
|
|
|
$ |
1,242,212 |
|
|
|
$ |
4,100,078 |
|
|
$ |
9,862,173 |
Voluntary
Separation (8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert W.
Lane |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement
(10) |
$ |
|
|
$ |
1,512,779 |
|
$ |
6,704,042 |
|
|
$ |
25,217,163 |
|
|
$ |
11,295,161 |
|
|
$ |
3,307,751 |
|
|
|
$ |
10,677,189 |
|
|
$ |
58,714,085 |
James M.
Field |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Death |
$ |
|
|
$ |
328,666 |
|
$ |
1,906,862 |
|
|
$ |
1,118,617 |
|
|
$ |
1,237,918 |
|
|
$ |
452,510 |
|
|
|
$ |
273,143 |
|
|
$ |
5,317,716 |
Disability |
$ |
1,090,740 |
|
$ |
328,666 |
|
$ |
1,906,862 |
|
|
$ |
1,696,829 |
|
|
$ |
1,237,918 |
|
|
$ |
452,510 |
|
|
|
$ |
1,172,574 |
|
|
$ |
7,886,099 |
Retirement
(9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination
Without Cause |
$ |
514,140 |
|
$ |
328,666 |
|
$ |
953,431 |
|
|
$ |
584,862 |
|
|
$ |
|
|
|
$ |
452,510 |
|
|
|
$ |
500,874 |
|
|
$ |
3,334,483 |
Termination
For Cause |
$ |
|
|
$ |
328,666 |
|
$ |
953,431 |
|
|
$ |
584,862 |
|
|
$ |
|
|
|
$ |
452,510 |
|
|
|
$ |
500,874 |
|
|
$ |
2,820,343 |
Voluntary
Separation |
$ |
|
|
$ |
328,666 |
|
$ |
953,431 |
|
|
$ |
584,862 |
|
|
$ |
|
|
|
$ |
452,510 |
|
|
|
$ |
500,874 |
|
|
$ |
2,820,343 |
Michael J. Mack, Jr. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Death |
$ |
|
|
$ |
388,602 |
|
$ |
1,906,862 |
|
|
$ |
2,014,904 |
|
|
$ |
455,688 |
|
|
$ |
2,109,057 |
|
|
|
$ |
809,770 |
|
|
$ |
7,684,883 |
Disability |
$ |
1,600,763 |
|
$ |
388,602 |
|
$ |
1,906,862 |
|
|
$ |
2,754,682 |
|
|
$ |
455,688 |
|
|
$ |
2,109,057 |
|
|
|
$ |
2,205,556 |
|
|
$ |
11,421,210 |
Retirement
(9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination
Without Cause |
$ |
590,100 |
|
$ |
388,602 |
|
$ |
953,431 |
|
|
$ |
1,063,228 |
|
|
$ |
|
|
|
$ |
2,109,057 |
|
|
|
$ |
1,477,494 |
|
|
$ |
6,581,912 |
Termination
For Cause |
$ |
|
|
$ |
388,602 |
|
$ |
953,431 |
|
|
$ |
1,063,228 |
|
|
$ |
|
|
|
$ |
2,109,057 |
|
|
|
$ |
1,477,494 |
|
|
$ |
5,991,812 |
Voluntary
Separation |
$ |
|
|
$ |
388,602 |
|
$ |
953,431 |
|
|
$ |
1,063,228 |
|
|
$ |
|
|
|
$ |
2,109,057 |
|
|
|
$ |
1,477,494 |
|
|
$ |
5,991,812 |
David C. Everitt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Death |
$ |
|
|
$ |
424,878 |
|
$ |
1,906,862 |
|
|
$ |
5,431,336 |
|
|
$ |
594,845 |
|
|
$ |
1,506,860 |
|
|
|
$ |
2,183,087 |
|
|
$ |
12,047,868 |
Disability |
$ |
1,796,065 |
|
$ |
424,878 |
|
$ |
1,906,862 |
|
|
$ |
6,331,678 |
|
|
$ |
594,845 |
|
|
$ |
1,506,860 |
|
|
|
$ |
3,625,220 |
|
|
$ |
16,186,408 |
Retirement |
$ |
|
|
$ |
424,878 |
|
$ |
1,906,862 |
|
|
$ |
6,331,678 |
|
|
$ |
594,845 |
|
|
$ |
1,506,860 |
|
|
|
$ |
3,970,621 |
|
|
$ |
14,735,744 |
Termination
Without Cause |
$ |
628,700 |
|
$ |
424,878 |
|
$ |
953,431 |
|
|
$ |
4,205,723 |
|
|
$ |
|
|
|
$ |
1,506,860 |
|
|
|
$ |
3,970,621 |
|
|
$ |
11,690,213 |
Termination
For Cause |
$ |
|
|
$ |
424,878 |
|
$ |
953,431 |
|
|
$ |
4,205,723 |
|
|
$ |
|
|
|
$ |
1,506,860 |
|
|
|
$ |
3,970,621 |
|
|
$ |
11,061,513 |
Voluntary
Separation (8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James A. Israel |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Death |
$ |
|
|
$ |
313,387 |
|
$ |
1,906,862 |
|
|
$ |
1,837,533 |
|
|
$ |
393,947 |
|
|
$ |
920,425 |
|
|
|
$ |
1,172,757 |
|
|
$ |
6,544,911 |
Disability |
$ |
1,333,470 |
|
$ |
313,387 |
|
$ |
1,906,862 |
|
|
$ |
2,450,362 |
|
|
$ |
393,947 |
|
|
$ |
920,425 |
|
|
|
$ |
2,185,449 |
|
|
$ |
9,503,902 |
Retirement |
$ |
|
|
$ |
313,387 |
|
$ |
1,906,862 |
|
|
$ |
2,450,362 |
|
|
$ |
393,947 |
|
|
$ |
920,425 |
|
|
|
$ |
2,148,282 |
|
|
$ |
8,133,265 |
Termination
Without Cause |
$ |
462,700 |
|
$ |
313,387 |
|
$ |
953,431 |
|
|
$ |
991,350 |
|
|
$ |
|
|
|
$ |
920,425 |
|
|
|
$ |
2,148,282 |
|
|
$ |
5,789,575 |
Termination
For Cause |
$ |
|
|
$ |
313,387 |
|
$ |
953,431 |
|
|
$ |
991,350 |
|
|
$ |
|
|
|
$ |
920,425 |
|
|
|
$ |
2,148,282 |
|
|
$ |
5,326,875 |
Voluntary
Separation (8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James R. Jenkins |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Death |
$ |
|
|
$ |
371,433 |
|
$ |
1,906,862 |
|
|
$ |
4,088,796 |
|
|
$ |
1,348,387 |
|
|
$ |
962,481 |
|
|
|
$ |
1,029,920 |
|
|
$ |
9,707,879 |
Disability |
$ |
504,082 |
|
$ |
371,433 |
|
$ |
1,906,862 |
|
|
$ |
4,819,509 |
|
|
$ |
1,348,387 |
|
|
$ |
962,481 |
|
|
|
$ |
1,823,645 |
|
|
$ |
11,736,399 |
Retirement
(9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination
Without Cause |
$ |
548,400 |
|
$ |
371,433 |
|
$ |
953,431 |
|
|
$ |
3,011,493 |
|
|
$ |
|
|
|
$ |
962,481 |
|
|
|
$ |
1,868,455 |
|
|
$ |
7,715,693 |
Termination
For Cause |
$ |
|
|
$ |
371,433 |
|
$ |
953,431 |
|
|
$ |
3,011,493 |
|
|
$ |
|
|
|
$ |
962,481 |
|
|
|
$ |
1,868,455 |
|
|
$ |
7,167,293 |
Voluntary
Separation |
|
|
|
$ |
371,433 |
|
$ |
953,431 |
|
|
$ |
3,011,493 |
|
|
|
|
|
|
$ |
962,481 |
|
|
|
$ |
1,868,455 |
|
|
$ |
7,167,293 |
H. J. Markley |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement (10) |
$ |
|
|
$ |
403,133 |
|
$ |
1,906,862 |
|
|
$ |
5,216,158 |
|
|
$ |
549,765 |
|
|
$ |
2,867,179 |
|
|
|
$ |
5,280,550 |
|
|
$ |
16,223,647 |
91
(1) |
|
None of the Named
Executives has an employment agreement. We have severance guidelines,
however, that provide compensation to assist an employee or Named
Executive through a transition period if termination is initiated by Deere
for reasons other than cause. Our severance guidelines provide for payment
of one-half month of salary plus another one-half month of salary for each
complete year of employment, up to a maximum of one year. We may elect to
pay severance in either a lump sum or via salary continuance, unless the
amount of severance exceeds two times the applicable limit under Section
401(a)(17) of the IRC, in which case severance will only be paid in a lump
sum. |
|
|
|
Under our Long-Term
Disability Plan, if disabled before age 64, Named Executives receive
monthly benefits until age 65 equal to 60% of the their salary plus the
average of the three STI awards received immediately prior to the start of
disability. The amount shown for disability represents the present value
of the monthly benefit from the time of the disability, assumed to be
October 31, 2009, to the time the Named Executive turns age
65. |
|
(2) |
|
Under all termination
events, the amount of STI earned for the fiscal year ended October 31,
2009, would be payable in a lump sum generally within two months after the
end of the fiscal year, but in no event later than March 15th of the
calendar year following the end of the fiscal year. This amount is also
reported in the Fiscal 2009 Summary Compensation Table under the column
Non-Equity Incentive Plan Compensation. |
|
(3) |
|
Under all termination
events, the amount of MTI earned for the performance period ending on
October 31, 2009, would be payable in a lump sum generally within two
months after the end of the fiscal year, but in no event later than March
15th of the calendar year following the end of the fiscal year. This
amount is also reported in the Fiscal 2009 Summary Compensation Table
under the column Non-Equity Incentive Plan Compensation. Eligibility for
payment of an MTI award is established on September 30th on the year prior
to a payout. In the event of death, disability or retirement, employees
who were eligible on September 30th in the year prior to a payout receive
an award. The payout for the performance period ending October 31, 2010,
has been estimated based on SVA performance through the end of fiscal 2009
and does not include any results for fiscal 2010. The actual payment in
2010 would include results for fiscal 2010 and would be paid in a lump sum
within the time period described above. |
|
(4) |
|
In the event of death,
a prorated number of unvested RSUs will vest based on the number of months
lapsed since the grant date. The remaining unvested RSUs will be
forfeited. Restrictions will lapse in January following death at which
time the vested RSUs will be converted to shares of common
stock. |
|
|
|
In the event of
disability or retirement, RSUs will continue to vest over the three-year
period and will be converted to shares of Deere common stock at the end of
the restriction period. |
|
|
|
In the event of
termination with or without cause or voluntary separation, any vested RSUs
will be cashed out. All unvested RSUs will be
forfeited. |
92
The following table details the number and
value of RSUs under each scenario. In all cases, the market value is based on
the closing price for Deere common stock on the NYSE on October 31, 2009, which
was $45.55.
|
|
#
of |
|
#
of |
|
Total # of |
|
Market Value |
|
|
Unvested |
|
Vested |
|
Restricted |
|
of
Restricted |
|
|
RSUs |
|
RSUs |
|
RSUs |
|
RSUs |
Samuel R.
Allen |
|
|
|
|
|
|
|
|
|
|
|
Death |
|
26,969 |
|
63,956 |
|
|
90,925 |
|
|
$ |
4,141,634 |
Disability or
Retirement |
|
46,698 |
|
63,956 |
|
|
110,654 |
|
|
$ |
5,040,290 |
Termination
Without or For Cause (8) |
|
|
|
63,956 |
|
|
63,956 |
|
|
$ |
2,913,196 |
Robert W.
Lane |
|
|
|
|
|
|
|
|
|
|
|
Retirement |
|
210,373 |
|
343,242 |
|
|
553,615 |
|
|
$ |
25,217,163 |
James M.
Field |
|
|
|
|
|
|
|
|
|
|
|
Death |
|
11,718 |
|
12,840 |
|
|
24,558 |
|
|
$ |
1,118,617 |
Disability |
|
24,412 |
|
12,840 |
|
|
37,252 |
|
|
$ |
1,696,829 |
Termination
Without or For |
|
|
|
|
|
|
|
|
|
|
|
Cause or Voluntary |
|
|
|
|
|
|
|
|
|
|
|
Separation |
|
|
|
12,840 |
|
|
12,840 |
|
|
$ |
584,862 |
Michael J. Mack,
Jr. |
|
|
|
|
|
|
|
|
|
|
|
Death |
|
20,893 |
|
23,342 |
|
|
44,235 |
|
|
$ |
2,014,904 |
Disability |
|
37,134 |
|
23,342 |
|
|
60,476 |
|
|
$ |
2,754,682 |
Termination
Without or For Cause or |
|
|
|
|
|
|
|
|
|
|
|
Voluntary Separation |
|
|
|
23,342 |
|
|
23,342 |
|
|
$ |
1,063,228 |
David C.
Everitt |
|
|
|
|
|
|
|
|
|
|
|
Death |
|
26,907 |
|
92,332 |
|
|
119,239 |
|
|
$ |
5,431,336 |
Disability or Retirement |
|
46,673 |
|
92,332 |
|
|
139,005 |
|
|
$ |
6,331,678 |
Termination Without or For Cause (8) |
|
|
|
92,332 |
|
|
92,332 |
|
|
$ |
4,205,723 |
James A.
Israel |
|
|
|
|
|
|
|
|
|
|
|
Death |
|
18,577 |
|
21,764 |
|
|
40,341 |
|
|
$ |
1,837,533 |
Disability or Retirement |
|
32,031 |
|
21,764 |
|
|
53,795 |
|
|
$ |
2,450,362 |
Termination Without or For Cause (8) |
|
|
|
21,764 |
|
|
21,764 |
|
|
$ |
991,350 |
James R.
Jenkins |
|
|
|
|
|
|
|
|
|
|
|
Death |
|
23,651 |
|
66,114 |
|
|
89,765 |
|
|
$ |
4,088,796 |
Disability |
|
39,693 |
|
66,114 |
|
|
105,807 |
|
|
$ |
4,819,509 |
Termination Without or For |
|
|
|
|
|
|
|
|
|
|
|
Cause or Voluntary |
|
|
|
|
|
|
|
|
|
|
|
Separation |
|
|
|
66,114 |
|
|
66,114 |
|
|
$ |
3,011,493 |
H. J.
Markley |
|
|
|
|
|
|
|
|
|
|
|
Retirement |
|
42,689 |
|
71,826 |
|
|
114,515 |
|
|
$ |
5,216,158 |
(5) |
|
In the event of death,
disability or retirement, all outstanding stock options are vested
immediately. In the case of a death, the heirs have one year to exercise
options. In the case of disability or retirement, options expire within
five years. The amount shown in this table represents the number of stock
options multiplied by the difference between the closing price for Deere
common stock on the NYSE on October 31, 2009, which was $45.55, and the
option exercise price. These outstanding stock options are reported in the
Outstanding Equity Awards at Fiscal 2009 Year-End table. In the event of a
termination other than for death, disability or retirement, all
outstanding stock options are forfeited. |
|
(6) |
|
In all cases, balances
held in the nonqualified deferred compensation plans are payable to the
employee. These amounts are reported in the Fiscal 2009 Deferred
Compensation Table under Deferred Plan and DCRP. The Deferred RSUs
reported in the Fiscal 2009 Deferred Compensation Table are reported on
this table under the column Stock Awards. |
93
(7) |
|
The present value of
the accumulated pension benefit was calculated using the following
assumptions: |
|
|
- present value amounts were determined based
on a discount rate of 5.45%;
- lump sum distribution amounts were
determined using an interest rate of 5.45% for the Salaried Plan and 4.27% for the Supplementary and
Supplemental Plans;
- the mortality table used for the Salaried
Plan was RP2016 except for the Disability scenarios for which the RP2000 Disabled Retiree mortality table
was used;
- the mortality table used for the
Supplementary and Supplemental Plans was RP2015; and
- pensionable earnings earned were based on
actual base salary and STI awards paid for fiscal 2009.
Following are additional
explanations related to the various scenarios:
- Death: This amount represents the present
value of the accrued survivor benefit as of October 31, 2009.
- Disability: This amount assumes service
through age 65 and includes service credit for time on long-term disability with the exception that
service credit does not continue under the Officer Option.
- Retirement: For the Named Executives
eligible to retire, this amount represents the present value of the accrued benefits if they were to retire
as of October 31, 2009.
- Termination Without Cause, Termination For
Cause and Voluntary Separation: This amount represents the present value of the accrued benefit as of October
31, 2009.
|
|
|
|
(8) |
|
Since Messrs. Allen, Everitt, and
Israel are eligible for early retirement, the scenario for Voluntary
Separation is not applicable. Under this scenario, these Named Executives
would retire. |
|
|
|
(9) |
|
Since Messrs. Field, Jenkins and
Mack are not eligible for normal or early retirement, this scenario is not
applicable. |
|
|
|
(10) |
|
Since Messrs. Lane and Markley
were no longer serving as executive officers at the end of fiscal 2009,
only this scenario is applicable. The pension benefit amount for Mr. Lane
excludes amounts under the Officer Option of the Supplemental Plan since
the value only applies for retirement on or after age 60, and Mr. Lane
turned 60 in November 2009. |
94
The following table shows the total number
of outstanding options and shares available for future issuances under our
equity compensation plans as of October 31, 2009:
EQUITY COMPENSATION PLAN
INFORMATION |
|
Number of |
|
|
|
|
|
|
Number of Securities |
|
Securities to be |
|
|
|
|
|
|
Remaining Available |
|
Issued Upon |
|
|
|
|
|
|
for Future Issuance |
|
Exercise of |
|
|
|
|
|
|
Under Equity |
|
Outstanding |
|
Weighted-Average |
|
Compensation Plans |
|
Options, |
|
Exercise Price of |
|
(excluding securities |
|
Warrants |
|
Outstanding Options, |
|
reflected in column (a)) |
|
and Rights (#) |
|
Warrants and Rights ($) |
|
(#) |
Plan Category |
(a) |
|
(b) |
|
(c) |
Equity Compensation Plans Approved by |
|
|
|
|
|
|
|
|
|
|
Security Holders |
21,409,566 |
(1) |
|
|
$ |
40.81 |
|
|
11,170,960 |
(2) |
|
Equity Compensation Plans Not Approved by |
|
|
|
|
|
|
|
|
|
|
Security Holders |
-0- |
|
|
|
|
|
|
|
-0- |
(3) |
Total |
21,409,566 |
|
|
|
|
40.81 |
|
|
11,170,960 |
|
(1) |
|
This amount includes
1,559,598 restricted stock units awarded under the John Deere Omnibus
Equity and Incentive Plan. The units are payable only in stock either five
years after the award is granted or upon retirement. The weighted-average
exercise price information in column (b) does not include these
units. |
|
(2) |
|
This amount includes
303,856 shares available under the John Deere Non-Employee Director Stock
Ownership Plan for future awards of restricted stock or restricted stock
units and 10,867,104 shares available under the John Deere Omnibus Equity
and Incentive Plan. Under the John Deere Omnibus Equity and Incentive
Plan, Deere may award shares as performance awards, restricted stock or
restricted stock equivalents, or other awards consistent with the purposes
of the plan as determined by the Compensation Committee. In addition,
shares covered by outstanding awards become available for new awards if
the award is forfeited or expires before delivery of the
shares. |
|
(3) |
|
Deere currently has no
equity compensation plans, other than 401(k) savings plans, that are not
approved by stockholders. |
95
STOCKHOLDER PROPOSALS AND
NOMINATIONS |
Next years annual meeting of stockholders
will be held on February 23, 2011. If you intend to present a proposal at next
years annual meeting, and you wish to have the proposal included in the proxy
statement for that meeting, you must submit the proposal in writing to the
Corporate Secretary at the address below. The Secretary must receive this
proposal no later than September 17, 2010.
If you would like to present a proposal at
next years annual meeting, without including the proposal in the proxy
statement, or if you would like to nominate one or more directors, you must
provide written notice to the Corporate Secretary at the address below. The
Secretary must receive this notice not earlier than October 26, 2010, and not
later than November 25, 2010. Nominations of directors may be made at the annual
meeting of stockholders only by or at the direction of or authorization by the
Board (or any authorized committee of the Board), or by any stockholder entitled
to vote at the meeting who complies with the above described notice procedure.
Notice of a proposal must include for each
matter: (1) a brief description of the business to be brought before the
meeting; (2) the reasons for bringing the matter before the meeting; (3) your
name, and address; (4) the class and number of Deeres shares owned beneficially
or of record by you; (5) whether and the extent to which any derivative or other
instrument, transaction, agreement, or arrangement has been entered into by you
or on your behalf with respect to Deeres stock; (6) any material interest you
may have in the proposal; and (7) any other information related to you as
required to be disclosed in connection with the solicitation of proxies with
respect to such business under federal securities laws, as amended from time to
time.
Notice of a nomination must include: (1)
your name and address; (2) the name, age, business address, residence address
and principal occupation of the nominee; (3) the class, series, and number of
Deeres shares owned beneficially or of record by you and the nominee; (4)
whether and the extent to which any derivative or other instrument, transaction,
agreement, or arrangement has been entered into by you or on your behalf with
respect to Deeres stock; (5) a description of all agreements or arrangements
between you and the nominee regarding the nomination; (6) the nominees consent
to be elected and to serve; and (7) any other information related to you as
required to be disclosed in the solicitation of proxies for election of
directors under the federal securities laws, as amended from time to time. We
may require any nominee to furnish any other information, within reason, that
may be needed to determine the eligibility of the nominee.
Directors of Deere must tender their
resignation from the Board upon any material change in their occupation, career
or principal business activity, including retirement. Directors must retire from
the Board upon the first annual meeting of stockholders following the directors
71st birthday.
Proponents must submit stockholder
proposals and recommendations for nomination as a director in writing to the
following address:
Corporate Secretary
Deere & Company
One John Deere Place
Moline,
Illinois 61265-8098
The Secretary will forward the proposals
and recommendations to the Corporate Governance Committee for
consideration.
96
We pay the cost of the annual meeting and
the cost of soliciting proxies. In addition to soliciting proxies by mail, we
have made arrangements with brokers, banks and other holders of record to send
proxy materials to you, and we will reimburse them for their expenses in doing
so.
We have retained Georgeson Inc., a proxy
soliciting firm, to assist in the solicitation of proxies, for an estimated fee
of $10,000 plus reimbursement of certain out-of-pocket expenses. In addition to
their usual duties, directors, officers and a few certain other employees of
Deere may solicit proxies personally or by telephone, fax or e-mail. They will
not receive special compensation for these services.
|
For the Board of
Directors, |
|
|
|
![](geereandco_nps8x9x1.jpg) |
Moline,
Illinois |
GREGORY R. NOE |
January 13,
2010 |
Secretary |
97
APPENDIX A
AMENDMENTS TO THE RESTATED
CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD
|
Deere stockholders are being asked to vote
in favor of amending Article Sixth to read as follows:
The business
and affairs of the corporation shall be managed by or under the direction of a
board of directors consisting of not less than three nor more than eighteen
directors. The exact number shall be determined from time to time by resolution
adopted by the affirmative vote of a majority of the directors in office at the
time of adoption of such resolution.
At each annual
meeting of stockholders beginning at the 2011 annual meeting, directors whose
terms expire at that meeting (or such directors successors) shall be elected
for a one-year term. Accordingly, at the 2011 annual meeting of stockholders,
the directors whose terms expire at that meeting (or such directors successors)
shall be elected to hold office for a one-year term expiring at the 2012 annual
meeting of stockholders; at the 2012 annual meeting of stockholders, the
directors whose terms expire at that meeting (or such directors successors)
shall be elected to hold office for a one-year term expiring at the 2013 annual
meeting of stockholders; and at the 2013 annual meeting of stockholders and each
annual meeting of stockholders thereafter, all directors shall be elected to
hold office for a one-year term expiring at the next annual meeting of
stockholders.
Subject to
prior death, resignation, retirement or removal from office (which may be with
or without cause for all directors elected after the 2010 annual meeting), a
director shall hold office until his or her term has expired and his or her
successor has been duly elected and qualified. Except as required by law, any
vacancy on the board of directors that results from an increase in the number of
directors may be filled by a majority of the board of directors then in office,
and any other vacancy occurring on the board of directors may be filled by a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director. Any director so chosen shall serve until the next
annual meeting of stockholders and until his or her successor has been duly
elected and qualified, subject, however, to such directors prior death,
resignation, retirement or removal from office. In no case will a decrease in
the number of directors shorten the term of any incumbent director.
Notwithstanding
the foregoing, whenever the holders of any one or more classes or series of
preferred stock issued by the corporation shall have the right, voting
separately by class or series, to elect directors at an annual or special
meeting of stockholders, the election, term of office, filling of vacancies and
other features of such directorships shall be governed by the terms of this
certificate of incorporation applicable thereto.
In addition, Deere stockholders are being
asked to vote in favor of amending Section 2.74 of Article Fourth of Deeres
Restated Certificate of Incorporation to delete the following sentence:
The classes in
which such directors serve, as provided by article sixth, may be designated by
the holders of the applicable preferred stock, unless such classes have been
previously designated by the board of directors.
A-1
APPENDIX B
JOHN DEERE OMNIBUS EQUITY AND
INCENTIVE PLAN (As Amended February 24, 2010)
|
Article I: General
1.1 Purpose
Deere & Company, a Delaware
corporation (the Corporation), hereby adopts, subject to stockholder approval,
this plan which shall be known as the JOHN DEERE OMNIBUS EQUITY AND INCENTIVE
PLAN (the Plan). The Corporation and its Subsidiaries are severally and
collectively referred to hereinafter as the Company. The purpose of the Plan
is to foster and promote the long-term financial success of the Company and
materially increase stockholder value by: (a) strengthening the Companys
capability to develop, maintain, and direct an outstanding employee team; (b)
motivating superior performance by means of long-term performance related
incentives; (c) encouraging and providing for obtaining an ownership interest in
the Company; (d) attracting and retaining outstanding talent by providing
incentive compensation opportunities competitive with other major companies; and
(e) enabling eligible employees to participate in the long-term growth and
financial success of the Company.
1.2 Administration
(a) The Plan shall be administered by and
under the direction of the Compensation Committee of the Board of Directors of
the Corporation (the Board of Directors) or such other committee of directors
as is designated by the Board of Directors (the Committee), which shall
consist of two or more members. The members shall be appointed by the Board of
Directors, and any vacancy on the Committee shall be filled by the Board of
Directors.
(b) Subject to the limitations of the
Plan, the Committee shall have the sole and complete authority to: (i) select
from eligible employees of the Company, those who shall participate in the Plan
(a Participant or Participants); (ii) make awards in such forms and amounts
as it shall determine; (iii) impose such limitations, restrictions and
conditions upon such awards as it shall deem appropriate; (iv) interpret the
Plan and adopt, amend, and rescind administrative guidelines and other rules and
regulations relating to the Plan; (v) correct any defect or omission or
reconcile any inconsistency in this Plan or in any award granted hereunder; and
(vi) make all other determinations and take all other actions deemed necessary
or advisable for the implementation and administration of the Plan. The
Committees determinations on matters within its authority shall be conclusive
and binding upon the Company and all other persons.
(c) Except as provided below, the
Committee may, to the extent that any such action will not prevent the Plan or
any award under the Plan from complying with Rule 16b-3 under the Securities
Exchange Act of 1934 (the Exchange Act) or any similar rule which may
subsequently be in effect (Rule 16b-3), the outside director requirement of
Section 162(m) of the Internal Revenue Code of 1986, as it may be amended from
time to time, and the rules, regulations and guidance thereunder (the Code),
the rules of the New York Stock Exchange applicable to companies listed for
trading thereon or any other law, delegate any of its authority hereunder to
such persons as it deems appropriate. The Committee shall not delegate its
authority to amend, suspend or terminate the Plan.
(d) The provisions of this Plan are
intended to qualify awards made to certain Participants (hereinafter identified
as Covered Participants) under the Plan under the performance-based
exception to the deduction limitation of Section 162(m) of the Code (Section
162(m)).
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1.3 Types of Awards Under the Plan
Awards under the Plan may be in the form
of any one or more of the following: (a) Statutory Stock Options (ISOs, which
term shall be deemed to include Incentive Stock Options as defined in Section
2.5 and any future type of tax-qualified option which may subsequently be
authorized), Non-statutory Stock Options (NSOs and, collectively with ISOs,
Options), and Stock Appreciation Rights (SARs) as described in Article II;
(b) Performance Units and Performance Shares (Performance Units and
Performance Shares) as described in Article III; (c) Restricted Stock and
Restricted Stock Equivalents (Restricted Stock and Restricted Stock
Equivalents) as described in Article IV; (d) Other Awards (Other Awards) as
described in Article V; and (e) Substitute Awards as defined in Article IX
(collectively, Awards).
1.4 Shares Subject to the Plan
(a) Shares of stock covered by Awards
under the Plan may be authorized and unissued or treasury shares of the
Corporations common stock, $1.00 par value per share, or such other shares as
may be substituted pursuant to Section 1.6 (Common Stock).
(b) Effective February 24, 2010, the
maximum number of shares of Common Stock which may be awarded for all purposes
under the Plan shall be the aggregate of:
(i) 13,000,000
shares;
(ii) the number
of shares previously authorized for Awards under the Plan but not reserved for
outstanding Awards as of the date the Plan as amended is approved by the
Corporations stockholders; and
(iii) any
shares corresponding to Awards under the Plan that are forfeited after the date
the amended Plan is approved.
(c) Effective for Awards made after
February 22, 2006, awards of Performance Awards, Restricted Stock, Restricted
Stock Equivalents, Other Awards and Substitute Awards shall reduce the maximum
number of available authorized shares of Common Stock under the Plan by 2.5
shares for each share awarded. Awards of Options and SARS shall reduce the
maximum number of available authorized shares of Common Stock under the Plan by
one share for each share awarded. The full number of Options and SARs granted
that are settled by the issuance of shares shall be counted against the number
of shares available under the Plan, regardless of the number of shares actually
issued upon settlement of such Options and SARs.
(d) Any shares of Common Stock subject to
an Option which for any reason is canceled (excluding shares subject to an
Option canceled upon the exercise of a related SAR to the extent shares are
issued upon exercise of such SAR) or terminated without having been exercised,
or any shares corresponding to other Awards under the Plan which are forfeited
before delivery of such shares, shall again be available for Awards under the
Plan.
(e) No fractional shares shall be issued,
and the Committee shall determine the manner in which fractional share value
shall be treated.
1.5 Maximum Awards Per Participant
(a) The aggregate number of shares of
Common Stock (including any cash equivalents thereof) that may be subject to
Options and SARs awarded during any fiscal year to a Covered Participant shall
not exceed .5% of the number of shares of Common Stock outstanding as of the
beginning of the fiscal year in which the Plan is approved by the stockholders
of the Corporation.
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(b) The aggregate number of (i) all
Performance Units and Performance Shares; (ii) all Restricted Stock and
Restricted Stock Equivalents; (iii) all Other Awards; and (iv) all Substitute
Awards, awarded to a Covered Participant in any fiscal year shall not exceed the
equivalent of 600,000 shares or the cash equivalent thereof (based on the Fair
Market Value of Common Stock as of the date of the Award).
1.6 Adjustments Upon Certain Changes
In the event of a stock dividend or stock
split, recapitalization, merger, consolidation, combination, exchange of shares
or other increase or reduction in the number of issued shares of Common Stock,
the Board of Directors or the Committee shall, in order to prevent the dilution
or enlargement of rights under Awards (including Deferred Amounts), make such
adjustments in the number and type of shares authorized by this Plan, the number
and type of shares covered by, or with respect to which payments are measured
under, outstanding Awards and the exercise prices specified therein as may be
determined to be appropriate and equitable to prevent dilution or enlargement of
rights. The determination of the Board of Directors or the Committee as to what
adjustments shall be made, and the extent thereof, shall be final.
1.7 Eligible Participants
Participants shall be selected by the
Committee from salaried employees of the Company.
Article II: Stock Options and
Stock Appreciation Rights
2.1 Award of Stock Options
The Committee may, from time to time,
subject to the provisions of the Plan and such other terms and conditions as the
Committee may prescribe, award to any Participant ISOs and NSOs to purchase
Common Stock.
2.2 Documentation of Stock Option Awards
The award of an Option may be evidenced by
a signed written agreement (a Stock Option Agreement), a certificate or an
electronic record containing such terms and conditions as the Committee may from
time to time determine.
2.3 Option Price
The purchase price of Common Stock under
each Option (the Option Price) shall be fixed by the Committee and except for
Substitute Awards, shall be not less than the Fair Market Value of the Common
Stock on the date the Option is awarded.
2.4 Exercise and Term of Options
(a) Options awarded under the Plan shall
be exercisable at such times and be subject to such restrictions and conditions
as the Committee shall approve, either at the time of grant of such Options or
pursuant to a general determination, and which need not be the same for all
Participants, provided that no such Option (other than Substitute Awards) shall
be exercisable within the first six months of its term (except in the event of
the death of the Participant in which event Section 2.8(b) shall control without
regard to the six-month or other holding period requirements) and the term of
each Option shall not extend later than ten years after the date of grant of the
Option. Each Option which is intended to qualify as an ISO pursuant to Section
422 of the Code, and each Option which is intended to qualify as another type of
ISO which may subsequently be authorized by law, shall comply with the
applicable provisions of the Code pertaining to such Options.
(b) The Committee shall establish
procedures governing the exercise of Options and shall require that written or
electronic notice of exercise be given and that the Option Price be paid in full
in cash (including check, bank draft or money order) at the time of exercise;
provided, however, the Participant may instruct the Corporation to sell shares
delivered on exercise as the Participants agent pursuant to a cashless
exercise program or other similar program established or recognized by the
Committee
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or may exercise Options using a net share
settlement procedure established or recognized by the Committee. The Committee
may permit a Participant, in lieu of part or all of the cash payment, to make
payment in Common Stock already owned by that Participant, valued at Fair Market
Value on the date of exercise, as partial or full payment of the Option Price;
provided, however, that the Committee may, in any instance, in order to prevent
any possible violation of law, require the Option Price to be paid in cash. As
soon as practicable after receipt of each notice and full payment, the Company
shall deliver to the Participant a certificate or certificates representing the
acquired shares of Common Stock. The exercise of an Option shall cancel any
related SAR to the extent of the number of shares as to which the Option is
exercised.
(c) Notwithstanding the foregoing, in
respect of Participants who at the time of award, vesting or exercise of Options
are located in a jurisdiction that would but for this Section 2.4(c) subject
such Options to tax prior to exercise, any exercise shall be subject to the
prior written approval of the Director, Compensation and Benefits or an officer
of the Corporation. Such approval shall be at the sole discretion of the
Director, Compensation and Benefits or the officer. If and when granted, such
approval will constitute the notice to the Corporation referred to above in
Section 2.4(b).
2.5 Limitations on ISOs
Notwithstanding anything in the Plan to
the contrary, to the extent required from time to time by the Code, the
following additional provisions shall apply to the grant of Options which are
intended to qualify as ISOs (as such term is defined in Section 422 of the
Code):
(a) The aggregate Fair Market Value
(determined as of the date the Option is granted) of the shares of Common Stock
with respect to which ISOs are exercisable for the first time by any Participant
during any calendar year (under all plans of the Company) shall not exceed
$100,000 or such other amount as may subsequently be specified by the Code;
provided that, to the extent that such limitation is exceeded, any excess
Options (as determined under the Code) shall be deemed to be NSOs.
(b) Any ISO authorized under the Plan
shall contain such other provisions as the Committee shall deem advisable, but
shall in all events be consistent with and contain or be deemed to contain all
provisions required in order to qualify the Options as ISOs.
(c) All ISOs must be granted within ten
years from the earlier of the date on which this Plan was adopted by the Board
of Directors or the date this Plan was approved by the stockholders.
(d) Unless sooner exercised, terminated,
or canceled, all ISOs shall expire no later than ten years after the date of
grant.
2.6 Loans
Subject to applicable laws and
regulations, the Committee may provide for the Corporation or any Subsidiary to
make loans to finance the exercise of any Option as well as the estimated or
actual amount of any taxes payable by the holder as a result of the exercise or
payment of any Option and may prescribe, or may empower the Corporation or such
Subsidiary to prescribe, the other terms and conditions of such loan.
2.7 Award of Stock Appreciation Rights
(a) General. An SAR is a right to receive,
without payment (except for applicable withholding taxes) to the Company, a
number of shares of Common Stock, cash, or a combination thereof, the amount of
which is determined pursuant to the formula set forth in Section 2.7(e). An SAR
may be granted (i) in tandem with any Option granted under this Plan, either
concurrently with the grant of such Option, or at such later time as determined
by the Committee (as to all or any portion of the shares of Common Stock subject
to the Option); or (ii) alone, without reference to any related Option. Each SAR
granted by the Committee under this Plan shall be subject to the terms and
conditions of this Section 2.7.
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(b) Number. Each SAR granted to any
Participant shall relate to such number of shares of Common Stock as shall be
determined by the Committee, subject to adjustment as provided in Section 1.6.
In the case of an SAR granted with respect to an Option, the number of shares of
Common Stock to which the SAR pertains shall be reduced in the same proportion
that the holder of the Option exercises the related Option.
(c) Duration. The term of each SAR shall
be determined by the Committee but in no event shall an SAR (other than a
Substitute Award) be exercisable during the first six months of its term and the
term of each SAR shall not extend later than ten years after the date of grant
of the SAR. Subject to the foregoing, unless otherwise provided by the
Committee, each SAR shall become exercisable at such time or times, to such
extent and upon such conditions as the Option, if any, to which it relates is
exercisable, or if the SAR is not granted in tandem with an Option, as
determined by the Committee.
(d) Exercise. An SAR may be exercised, in
whole or in part, by giving written notice to the Company, specifying the number
of SARs which the holder wishes to exercise. Upon receipt of such written
notice, the Company shall, within 90 days thereafter, deliver to the exercising
holder a certificate for the shares of Common Stock or cash or both, as
determined by the Committee, to which the holder is entitled.
(e) Payment. Subject to the right of the
Committee to deliver cash in lieu of shares of Common Stock, the number of
shares of Common Stock which shall be issuable upon the exercise of an SAR shall
be determined by dividing:
(i) the number
of shares of Common Stock as to which the SAR is exercised multiplied by the
amount of the appreciation in such shares (for this purpose, the appreciation
shall be the amount by which the Fair Market Value of a share of Common Stock
subject to the SAR on the exercise date exceeds a base price equal to (A) in the
case of an SAR related to an Option, the purchase price of a share of Common
Stock under the Option or (B) in the case of an SAR granted alone, without
reference to a related Option, an amount which shall be determined by the
Committee at the time of grant, provided, however, such amount is at least equal
to the Fair Market Value of the Common Stock on the date the SAR is awarded,
(subject to adjustment under Section 1.6)); by
(ii) the Fair
Market Value of a share of Common Stock on the exercise date.
In lieu of
issuing shares of Common Stock upon the exercise of an SAR, the Committee may
elect to pay the holder of the SAR cash equal to the appreciation (such
appreciation to be determined as set forth in Section 2.7(e)(i) above) on the
exercise date of any or all of the shares which would otherwise be issuable. No
fractional shares of Common Stock shall be issued upon the exercise of an SAR;
instead, the holder of the SAR shall be entitled to receive a cash adjustment
equal to the same fraction of the Fair Market Value of a share of Common Stock
on the exercise date.
(f) Documentation of SAR Awards. SARs
awarded under the Plan may be evidenced by either a signed written agreement, a
certificate or an electronic record containing such terms and conditions as the
Committee may from time to time determine.
2.8 Termination of Employment
(a) In the event the Participant ceases to
be an employee of the Company with the consent of the Committee or upon the
Participants death, or retirement or disability pursuant to applicable
disability or retirement plans of the Company, each of the Participants
outstanding Options and SARs shall be exercisable by the Participant (or the
Participants legal representative or designated beneficiary), subject to the
vesting requirements of the Options and SARs, at any time prior to an expiration
date established by the Committee at the time of award (which may be the
original expiration date of such Option or such earlier time as the Committee
may establish) or as set forth in Section 2.8(b) or (c), but in no event after
its respective expiration date. If the Participant ceases to be an employee of
the Company for any other reason and without such consent, all of the
Participants then outstanding Options and SARs shall terminate immediately.
B-5
(b) Unless the Committee establishes
otherwise at the time of the Award, in the event of termination of employment
because of death, the Participants outstanding Options and SARs may be
exercised by the legal representative or designated beneficiary of the holder,
as the case may be, within twelve months after the Participants death. Such
exercise shall be upon the same terms at the time of exercise as would have been
available to the original holder, had he or she remained in the continuous
employ of the Company, except that such legal representative or designated
beneficiary may exercise any Options and SARs held at the date of the
Participants death without regard to the holding period established pursuant to
Section 2.4(a) or 2.7(c) above.
Unless the Committee establishes otherwise
at the time of the Award, in the event of termination of employment of the
holder of an Option or SAR with the consent of the Committee or because of
disability or retirement pursuant to applicable disability or retirement plans
of the Company, an Option or SAR may be exercised by such holder, within five
years after such termination, to the same extent and upon the same terms
(including among other things, the holding period requirement established
pursuant to Section 2.4(a) or 2.7(c) above) at the time of exercise as would
have been available had such holder remained in the continuous employ of the
Company. In the event of the death of such holder of an Option or SAR prior to
the expiration of the five-year period specified in the preceding sentence, an
Option or SAR held at death by such holder may be exercised by the holders
heirs, legatees or legal representatives, as the case may be, (without regard to
the holding period requirement established pursuant to Section 2.4(a) or 2.7(c)
above) within one year after death or within five years following such
termination, whichever is later, but only if and to the extent the Option or SAR
would have been exercisable by the retired holder of the Option or SAR at the
date of death.
(c) In the event of a termination of
employment of a Participant with the consent of the Committee or because of the
Participants death, retirement or disability pursuant to applicable disability
or retirement plans of the Company, the Committee in its sole discretion may
elect to accelerate the date on which certain of the Options and SARs issued to
such Participant become exercisable, which acceleration may be conditioned on
the forfeiture of other Awards issued to such Participant. It is expressly
provided, however, that no such acceleration may permit the exercise of any
Option or SAR in less than six months from the date of grant.
(d) Nothing in Section 2.8(b) and 2.8(c)
shall make an Option or SAR exercisable after the stated expiration date of such
Option or SAR.
2.9
Dividends
Dividends and dividend equivalents shall
not be paid or accrued with respect to unexercised Options or unexercised
SARs.
2.10 Restrictions on Repricings
Subject to
adjustments pursuant to Section 1.6, without stockholder approval:
(i) the Option
Price and SAR base price for determining appreciation fixed by the Committee at
the time of grant shall not be lowered;
(ii) Options
and SARs shall not be repurchased or exchanged for other Awards when the Option
Price or base price for determining appreciation exceeds the Fair Market Value
of the Common Stock; and
(iii) no other
action shall be taken that is treated as a repricing of Options or SARs under
generally accepted accounting principles applicable to the Corporation.
B-6
Article III: Performance Shares
and Units
3.1 Award of Performance Units and Performance Shares
The Committee may award to any Participant
Performance Shares and Performance Units (Performance Awards). Each
Performance Share shall represent one share of Common Stock. Each Performance
Unit shall represent the right of a Participant to receive an amount equal to
the value determined in the manner established by the Committee at the time of
award, which value may, without limitation, be equal to the Fair Market Value of
one share of Common Stock.
3.2 Documentation of Performance Awards
Each Performance Award under the Plan may
be evidenced by a signed written agreement, a certificate or an electronic
record containing such terms and conditions as the Committee may from time to
time determine. Performance Shares shall be held by the Corporation while
subject to performance targets. Dividends may be accrued on Performance Shares
while they are subject to performance targets. Such accrued dividends may be
paid with respect to Performance Shares only when the performance targets are
met. Except for restrictions on transfer and as described above, the Participant
as owner of such Performance Shares shall have all the rights of a holder of
Common Stock.
3.3 Performance Period and Targets
(a) The performance period for each award
of Performance Shares and Performance Units shall be of such duration as the
Committee shall establish at the time of award; provided, however, that in no
event will the performance period be less than one year (which may be a calendar
year or a fiscal year, as determined by the Committee) (the Performance
Period). There may be more than one award in existence at any one time and
Performance Periods may differ.
(b) The Committee shall set performance
targets relating to Performance Units and Performance Shares which shall be
based on one or more of the following performance measures, or any combination
of the following: (i) total stockholder return; (ii) growth in revenues, sales,
settlements, market share, customer conversion, net income, stock price, and/or
earnings per share; (iii) return on assets, net assets, and/or capital; (iv)
return on stockholders equity; (v) economic value added; (vi) improvements in
costs and/ or expenses; or (vii) in the case of Awards to Participants who are
not Covered Participants, any similar performance measure established by the
Committee. Such performance targets shall be established in writing by the
Committee no later than the earlier of (i) 90 days after the commencement of the
Performance Period with respect to which the award of Performance Units or
Performance Shares is made and (ii) the date as of which twenty-five percent
(25%) of such Performance Period has elapsed. For purposes of establishing
performance targets, any of the factors set forth above may, as applicable, be
measured either before or after income taxes, and on a corporate, division,
subsidiary or individual basis, and may include or exclude interest,
depreciation and amortization, goodwill, extraordinary items and other material
non-recurring gains or losses, discontinued or added operations, the cumulative
effect of changes in accounting policies and the effect of any tax law changes.
Performance targets may be measured on an absolute basis or relative to selected
peer companies or one or more market indices as determined by the Committee. At
the time of setting performance targets, the Committee shall establish minimum,
target and maximum performance targets to be achieved within the Performance
Period. Failure to meet the minimum performance target will earn no Performance
Award. Performance Awards will be earned as determined by the Committee in
respect of a Performance Period in relation to the degree of attainment of
performance between the minimum and maximum performance targets.
(c) If the Committee shall determine that
an acquisition or disposition of assets or securities by the Company shall have
a material effect (whether positive or negative) on the Companys ability to
meet its performance target(s) for the applicable Performance Period(s), the
Committee shall have the discretion to take any action that would reduce the
amount of an Award, or to adjust a performance target for a Performance Period,
subject, in the case of Awards to Covered Participants, to the limitations of
Section 162(m).
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(d) Except as provided in Section 3.3(c)
above, once established performance targets for Awards to Covered Participants
shall not be changed during the Performance Period; provided, however, that the
Committee retains the discretion to eliminate or decrease the amount of an Award
otherwise payable to any Participant.
3.4 Payment Respecting Performance Awards
(a) Performance Awards shall be earned to
the extent that their terms and conditions are met. Notwithstanding the
foregoing, Performance Awards shall be payable to the Participant only in
accordance with the terms thereof or otherwise when, if, and to the extent that
the Committee determines to make such payment. All payment determinations shall
be made by the Committee during the first four months following the end of the
Performance Period. Anything in the preceding two sentences to the contrary
notwithstanding and subject to Section 3.4(b) below, all payments under a
Performance Award shall be made no later than (i) the
15th day of the third month following
the end of the calendar year in which the applicable Performance Period ends or
(ii) the 15th day of the third month
following the end of the Companys taxable year in which the applicable
Performance Period ends, whichever is later.
(b) The Participant may elect to defer any
cash payment respecting a Performance Award pursuant to Article V hereof.
(c) Payment for Performance Awards may be
made in a lump sum or in installments. Performance Shares may be paid in cash,
Common Stock or in a combination thereof as the Committee may determine.
Performance Units may be paid only in cash.
3.5 Termination of Employment
In the event the Participant ceases to be
an employee of the Company before the end of any Performance Period with the consent of the Committee, or upon the
Participants death, or retirement or disability pursuant to applicable
disability or retirement plans of the Company before the end of any Performance
Period: (a) each Performance Award previously granted to the participant shall
continue to be subject to the performance targets for the Performance Period
until such Awards are forfeited or earned pursuant to their terms and
conditions; or (b) except with respect to Awards to Covered Participants, the
Committee, in its absolute discretion, may authorize the payment to such
Participant (or the Participants legal representative or designated
beneficiary) of any of the Performance Units and Performance Shares which would
have been paid to the Participant had the Participant continued as an employee
of the Company to the end of the Performance Period provided that the number of
Performance Units and Performance Shares paid early shall be discounted to
reasonably reflect the time value of money and shall be based on the Companys
progress, measured as of the date of acceleration, with regard to reaching the
applicable performance targets. In the event a Participant ceases to be an
employee of the Company for any other reason and without such consent before the
end of the Performance Period, any unpaid amounts for outstanding Performance
Periods shall be forfeited.
Article IV: Restricted Stock and
Restricted Stock Equivalents
4.1 Award of Restricted Stock
The Committee may award to any Participant
shares of Common Stock, subject to this Article IV and such other terms and
conditions as the Committee may prescribe (such shares being herein called
Restricted Stock). Restricted Stock shall be held by the Corporation while
subject to restrictions. As restrictions lapse the shares will be delivered to
the Participant.
4.2 Documentation of Restricted Stock Awards
Awards of Restricted Stock and Restricted
Stock Equivalents under the Plan may be evidenced by a signed written agreement,
a certificate or an electronic record containing such terms and conditions as
the Committee may from time to time determine.
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4.3 Restriction Period
At the time of award there shall be
established for each Participant, subject to Section 4.6, a restriction period
(the Restriction Period) which shall lapse (a) upon the completion of a period
of time (Time Goal) as shall be determined by the Committee, or (b) upon the
achievement of stock price goals within certain time limitations (Price/Time
Goal) as shall be determined by the Committee; provided, however, that, except
for maximum aggregate Restricted Stock or Restricted Stock Equivalent awards of
5% of the aggregate shares authorized by Section 1.4(b), the Restriction Period
on Awards with a Price/Time Goal shall not be less than one year and the
Restriction Period on Awards with only a Time Goal shall not be less than three
years. Except for restrictions on transfer, the Participant as owner of such
shares of Restricted Stock shall have all the rights of a holder of Common
Stock. With respect to shares of Restricted Stock which are issued subject to a
Time Goal, the Corporation shall deliver to the Participant (or the
Participants legal representative or designated beneficiary) the certificates
at the expiration of the Restriction Period. With respect to shares of
Restricted Stock which are issued subject to a Price/Time Goal, the Corporation
shall deliver to the Participant (or the Participants legal representative or
designated beneficiary) the certificates upon the achievement of the Price/Time
Goal on or before the close of the Restriction Period. With respect to shares of
Restricted Stock which are issued subject to a Price/Time Goal which fail to
meet the goal before the end of the Restriction Period, all such shares shall be
forfeited.
4.4 Termination of Employment
In the event the Participant ceases to be
an employee of the Company before the end of any Restriction Period with the
consent of the Committee, or upon the Participants death, or retirement or
disability pursuant to applicable disability or retirement plans of the Company
before the end of any Restriction Period, the Committee shall have the absolute
discretion to waive all or a portion of the Time Goals and Price/Time Goals
established under Section 4.3 provided that the Price/Time Goals with respect to
any Restricted Stock or Restricted Stock Equivalent awarded to Covered
Participants pursuant to Section 4.6 shall not be subject to waiver or
modification after such goals are established. The shares thereby released, if
any, shall thereafter be delivered to such Participant (or the Participants
legal representative or designated beneficiary). In the event and to the extent
the Committee does not exercise its discretion to waive the Time Goals and
Price/Time Goals or a Participant ceases to be an employee of the Company for
any other reason and without such consent before achievement of the Time Goal or
Price/Time Goal, each Award to such Participant upon which the Restriction
Period has not lapsed shall automatically be forfeited.
4.5 Award of Restricted Stock Equivalents
In lieu of or in addition to the foregoing
Restricted Stock Awards, the Committee may award to any Participant restricted
stock equivalents, subject to the terms and conditions of Sections 4.2, 4.3, and
4.4 being applied to such Awards as if those Awards were for Restricted Stock
and subject to such other terms and conditions as the Committee may prescribe
(Restricted Stock Equivalents). Each Restricted Stock Equivalent shall
represent the right of the Participant to receive an amount determined in the
manner established by the Committee at the time of award, which value may,
without limitation, be equal to the Fair Market Value of one share of Common
Stock. Payment for Restricted Stock Equivalents may be made only in cash, in a
lump sum or in installments, as the Committee may determine.
4.6 Restricted Stock and Restricted Stock Equivalents Awarded to Covered
Participants
Any Restricted Stock or Restricted Stock
Equivalent awarded to a Covered Participant which the Committee intends to
qualify for the performance-based exception under Section 162(m) shall be
subject to a Price/Time Goal.
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Article V: Other Awards, Cash
Equivalent Awards and Deferral
5.1 Other Awards
The Committee shall have the authority to
specify the terms and provisions of other forms of equity-based or
equity-related awards not described above which the Committee determines to be
consistent with the purpose of the Plan and the interests of the Company, which
awards may provide for cash payments based in whole or in part on the value or
future value of Common Stock, for the acquisition or future acquisition of
Common Stock, or any combination thereof (Other Awards); provided, that, such
Other Awards with a performance goal shall not vest in less than one year and
Other Awards without one or more performance goals shall not vest in less than
three years. Performance goals shall be based on one or more or any combination
of the measures described in Section 3.3(b), including in the case of
Participants who are not Covered Participants, any similar performance measure
established by the Committee. Other Awards shall also include cash payments
(including the cash payment of dividend equivalents) under the Plan which may be
based on one or more criteria determined by the Committee which are unrelated to
the value of Common Stock and which may be granted in tandem with, or
independent of, other Awards under the Plan.
5.2 Cash
Equivalent Awards
The Committee may permit Participants, on
such terms and conditions as the Committee may prescribe, to elect to receive
Performance Share and Restricted Stock Awards in cash in lieu of Common Stock
provided such election is made prior to the earlier of: (i) the date the shares
are issued for the benefit of the Participant (including when held by the
Corporation subject to restrictions); or (ii) the day prior to the beginning of
the calendar year in which the Award would become payable. Any such cash
equivalent payments shall be based on the Fair Market Value of the Common Stock
on the date determined by the Committee and be on such terms as shall not
represent an increase in benefits. Such cash equivalent payments shall be
applied against the limits on the maximum number of shares of Common Stock
pursuant to Section 1.4 and 1.5, based on such Fair Market Value.
5.3 Election To Defer
Participants eligible to also participate
in the Deere & Company Voluntary Deferred Compensation Plan or any successor
plan thereto may elect, with the consent of the Committee and on such terms and
conditions as the Committee may prescribe, no later than the day prior to the
beginning of the last calendar year of the Performance Period (and in any event
no later than the date that is six months before the end of the Performance
Period), to defer all or a portion of the Participants Performance, Restricted
or Other Award that is payable in cash (the Deferred Amount). All Deferred
Amounts will be subject to the terms and conditions of the Deere & Company
Voluntary Deferred Compensation Plan or any successor plan thereto.
Article VI: Non-Transferability
6.1 Non-Transferability
Except as provided below, no Award under
the Plan (including any Deferred Amount), and no interest therein, shall be
transferable by the Participant otherwise than by will or, if the Participant
dies intestate, by the laws of descent and distribution and no Award may be
sold, transferred, assigned, pledged, hypothecated or otherwise encumbered in
any way (whether by operation of law or otherwise) or be subject to execution,
attachment, or similar process. Upon any attempt to so transfer, assign, pledge,
hypothecate or otherwise dispose of, or subject to execution, attachment or
similar process, any Award, or any right thereunder, contrary to the provisions
hereof, the Award shall immediately become null and void. Except as provided
below, all Awards shall be exercisable or received during the Participants
lifetime only by the Participant or his legal representative.
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6.2 Permitted Transfers
Notwithstanding the foregoing, the
Committee may from time to time permit Awards to be transferable subject to such
terms and conditions as the Committee may impose, provided, however, no Award
may be transferred for value (within the meaning of the General Instructions to
Securities and Exchange Commission Form S-8).
6.3 Transferability of Stock Options and SARs
Notwithstanding the foregoing, the
Committee may, in its discretion, authorize all or a portion of Options and SARs
granted or to be granted to a Participant to be on terms which permit transfer
by gift or domestic relations orders (i) by such Participant to family members,
(ii) by family members to other family members, and (iii) to such other persons
or entities as may be permitted under Form S-8 under the Securities Act of 1933,
as amended from time to time or any successor form thereto. Following transfer,
any such Options and SARs shall continue to be subject to the same terms and
conditions as were applicable immediately prior to transfer. The events of
termination of employment of Section 2.8 hereof shall continue to be applied
with respect to the employee, following which the options shall be exercisable
by the transferee only to the extent, and for the periods established pursuant
to Section 2.8. Family members, for purposes of this Section, has the meaning
expressed in the instructions to Form S-8 under the Securities Act or 1933, as
amended from time to time, or any successor form thereto.
6.4 Beneficiary Designation
Each Participant under the Plan may name,
from time to time, any beneficiary or beneficiaries (who may be named
contingently or successively) to whom any benefit under the Plan is to be paid
in case of the Participants death before the Participant receives any or all of
such benefit. Each designation will revoke all prior designations for the Plan
by the same Participant, shall be in a form prescribed by the Corporation, and
will be effective only when executed and filed by the Participant in writing
during the Participants lifetime with the Corporation at such address specified
on the designation form. In the absence of any such designation, benefits
remaining unpaid at the Participants death shall be paid to the Participants
estate.
Article VII: Change Of Control
The following acceleration and valuation
provisions shall apply; (i) in the case of Awards made prior to February 24,
2010 in the event of a Change of Control or Potential Change of Control, as
defined in this Article VII and; (ii) in the case of Awards made on or after
February 24, 2010 (Future Awards) in the event of both (x) a Change of
Control and (y) a Qualifying Termination, each as defined in this Article
VII.
(a) In the event that:
(i) a Change
of Control as defined in paragraph (b) of this Article VII occurs; or
(ii) a
Potential Change of Control as defined in paragraph (c) of this Article VII
occurs and the Committee or the Board of Directors determines that the
provisions of this paragraph (a) should be invoked; and
(iii) in the
case of Future Awards a Qualifying Termination occurs;
then, unless otherwise determined by the
Committee or the Board of Directors in writing at or after the making of an
Award, but prior to the occurrence of such Change of Control, all restrictions
and vesting requirements applicable to any Award shall terminate; all Options
and SARs granted hereunder shall become immediately exercisable and shall remain
exercisable throughout their entire term; and, to the extent permitted under
Section 409A, the value of all other Awards hereunder shall, to the extent
determined by the Committee at or after grant, be cashed out on the basis of the
Change of Control
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Price (as defined in paragraph (e) of
this Article VII), provided, however, that no Award that provides
for a deferral of compensation within the meaning of Section 409A shall be
cashed out upon the occurrence of a Change of Control or Potential Change of
Control unless the event or circumstances constituting the Change of Control or
Potential Change of Control also constitute a change in the ownership of the
Corporation, a change in the effective control of the Corporation or a change
in the ownership of a substantial portion of the assets of the Corporation, in
each case as determined under Section 409A; and provided, further,
that to the extent that the original terms of an Award do not provide for the
Award to be cashed out upon the occurrence of a Change of Control or Potential
Change of Control, the Committee may subsequently provide for such a cash out
only to the extent permitted under Section 409A. This Article VII shall not
preclude Participants from participating on the same terms as stockholders
generally (or in the case of Participants who hold Options, SARs or similar
awards, on terms intended to achieve the same economic result as will apply to
stockholders generally) in any Change of Control transaction in which shares of
Common Stock are cancelled or exchanged for other consideration.
The term Section
409A shall mean Section 409A of the Code.
(b) For purposes of paragraph (a) of this
Article VII, a Change of Control means a change in control of a nature that
would be required to be reported in response to Schedule 14A of Regulation 14A
promulgated under the Exchange Act whether or not the Corporation is then
subject to such reporting requirement, provided that, without limitation, such a
Change of Control shall be deemed to have occurred if:
(i) any
person (as defined in Sections 13(d) and 14(d) of the Exchange Act) (other
than a Participant or group of Participants, the Corporation or a Subsidiary, or
any employee benefit plan of the Corporation including its trustee, or any
corporation or similar entity which becomes the beneficial owner of securities
of the Corporation in connection with a transaction excepted from the provisions
of clause (iii) below) is or becomes the beneficial owner (as defined in Rule
13(d-3) under the Exchange Act), directly or indirectly, of securities of the
Corporation (not including the securities beneficially owned or any securities
acquired directly from the Corporation) representing thirty percent (30%) or
more of the combined voting power of the Corporations then outstanding
securities;
(ii) there
shall cease to be a majority of the Board of Directors comprised as follows:
individuals who upon approval of the Plan by the stockholders constitute the
Board of Directors and any new director(s) whose appointment or election by the
Board of Directors or nomination for election by the Corporations stockholders
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 such period or whose
appointment or election or nomination for election was previously so approved
but excluding, for this purpose, any such new director whose initial assumption
of office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a person other than the
Board of Directors;
(iii) there is
consummated a merger, consolidation or similar business combination transaction
of the Corporation (including, for the avoidance of doubt, any business
combination structured as a forward or reverse triangular merger involving any
direct or indirect subsidiary of the Corporation) with any other company, other
than a merger, consolidation or similar business combination transaction which
would result in the voting securities of the Corporation outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity or any parent
thereof) at least sixty percent (60%) of the combined voting power of the voting
securities of the Corporation or such surviving entity or parent outstanding
immediately after such merger, consolidation or similar business combination
transaction; or
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(iv) the
stockholders of the Corporation approve a plan of complete liquidation of the
Corporation or there is consummated an agreement
for the sale or disposition by the Corporation of all or substantially all of
the Corporations assets.
(c) For purposes of paragraph (a) of this
Article VII, a Potential Change of Control means the happening of any of the
following:
(i) the
entering into an agreement by the Corporation, the consummation of which would
result in a Change of Control of the Corporation as defined in paragraph (b) of
this Article VII; 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
Corporation or a Subsidiary, or any employee benefit plan of the Corporation
including its trustee) of securities of the Corporation representing fifteen
percent (15%) or more of the combined voting power of the Corporations
outstanding securities and the adoption by the Board of Directors of a
resolution to the effect that a Potential Change of Control of the Corporation
has occurred for purposes of the Plan.
(d) For purposes of paragraph (a) of this
Article VII,
(i) Qualifying
Termination. The occurrence of any one or more of the following events shall
constitute a Qualifying Termination:
(a) An involuntary termination of the
Participants employment by the Corporation for reasons other than Cause within
six (6) months preceding or within twenty-four (24) calendar months following a
Change of Control of the Corporation; any such involuntary termination shall be
pursuant to a Notice of Termination (specifying the Effective Date of
Termination which shall be not less than five days from the date of the Notice
of Termination) delivered to the Participant by the Corporation; or
(b) A voluntary termination of the Participants
employment by the Participant for Good Reason within twenty-four (24) calendar
months following a Change of Control of the Corporation pursuant to a Notice of
Termination delivered to the Corporation by the Participant.
For purposes of the Plan, a Participants
employment will be considered to have terminated upon (and only upon) such
Participants separation from service from the Corporation and its 409A
Affiliates as determined under the default provisions in Treasury Regulation
Section 1.409A-1(h).
Without limiting the generality of the
foregoing, if the entity, business unit or division that employs a Participant
is the subject of a Divestiture, the Participant will be considered to have
experienced an involuntary termination of employment as of the date such entity
ceases to be a 409A Affiliate or such business unit or division is sold or
transferred, regardless of whether the Participant is considered to have
experienced a termination of employment with the Corporation and its affiliates
for any other purpose; provided, however, that if a Divestiture occurs within
six (6) months preceding or within twenty-four (24) months following a Change of
Control of the Corporation, then the Divestiture itself will not be considered
to cause a termination of the Participants employment, and whether the
Participant experiences a Qualifying Termination following such Divesture will
be determined by reference to the Participants employment with the
Participants 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)) (so that, for
example, an involuntary termination of the Participants employment with the
Participants 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)) for reasons
other than Cause within 24 calendar months following a Change of Control of the
Corporation will trigger the acceleration and valuation provisions).
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(ii) Cause
means (a) the Participants willful and continued failure to substantially
perform his duties with the Corporation (other than any such failure resulting
from disability or occurring after issuance by the Participant of a Notice of
Termination for Good Reason), after a written demand for substantial performance
is delivered to the Participant that specifically identifies the manner in which
the Corporation believes that the Participant has willfully failed to
substantially perform his duties, and after the Participant has failed to resume
substantial performance of his duties on a continuous basis within thirty (30)
calendar days of receiving such demand; (b) the Participants willfully engaging
in conduct (other than conduct covered under (a) above) which is demonstrably
and materially injurious to the Corporation, monetarily or otherwise; or (c) the
Participants having been convicted of, or having entered a plea of nolo
contendere to, a felony. For purposes of this subparagraph, no act, or failure
to act, on the Participants part shall be deemed willful unless done, or
omitted to be done, by the Participant not in good faith and without reasonable
belief that the action or omission was in the best interests of the Corporation.
(iii) Notice
of Termination shall mean a written notice which shall indicate the specific
termination provision in this Plan relied upon, and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Participants employment under the provision so
indicated.
(iv) Effective
Date of Termination means the date on which a Qualifying Termination occurs
which triggers the termination of vesting requirements and restrictions and
cash-outs if applicable hereunder.
(v) Good
Reason shall mean, without the Participants express written consent, the
occurrence of any one or more of the following:
(a) The assignment of the Participant to duties
materially inconsistent with the Participants authorities, duties,
responsibilities, and status (including offices and reporting requirements) as
an employee of the Corporation, or a reduction or alteration in the nature or
status of the Participants authorities, duties, or responsibilities from the
greater of (i) those in effect during the fiscal year immediately preceding the
year of the Change of Control; or (ii) those in effect immediately preceding the
Change of Control;
(b) The Corporations requiring the Participant
to be based at a location which is at least fifty (50) miles further from the
current primary residence than is such residence from the Corporations current
headquarters, except for required travel on the Corporations business to an
extent substantially consistent with the Participants business obligations in
effect immediately preceding the Change of Control;
(c) A reduction by the Corporation in the
Participants Base Salary as in effect immediately preceding the Change of
Control or as the same shall be increased from time to time;
(d) A material reduction in the Participants
level of participation in any of the Corporations short-, mid- and/or long-term
incentive compensation plans, or employee benefit or retirement plans, policies,
practices, or arrangements in which the Participant participates from the levels
in place during the fiscal year immediately preceding the Change of Control;
provided, however, that reductions in the levels of participation in any such
plans shall not be deemed to be Good Reason if the Participants reduced level
of participation in each such program remains substantially consistent with the
average level of participation of other participants who have positions
commensurate with the Participants position;
(e) The failure of the Corporation to obtain a
satisfactory agreement from any successor to the Corporation to assume and agree
to perform the obligations under this Plan; or
(f) Any involuntary termination of Participants
employment that is not effected pursuant to a Notice of Termination.
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The existence of Good Reason shall not be
affected by the Participants temporary incapacity due to physical or mental
illness not constituting a disability. The Participants continued employment
shall not constitute a waiver of the Participants rights with respect to any
circumstance constituting Good Reason.
(vi) Base
Salary means a Participants annual rate of salary, excluding amounts received
under incentive or other bonus plans, whether or not deferred.
(vii)
Divestiture means a transaction in which (x) the entity that employs a
Participant is sold, spun-off or otherwise disposed of by the Corporation with
the result that such entity is no longer a 409A Affiliate, or (y) the business
unit or division in which the Participant is employed is spun-off as a separate
entity that is not a 409A Affiliate or is sold or otherwise transferred to a
third party that is not a 409A Affiliate.
(viii) 409A
Affiliate means any corporation that is included in a controlled group of
corporations (within the meaning of Section 414(b) of the Code) that includes
the Corporation and any trade or business (whether or not incorporated) that is
under common control with the Corporation (within the meaning of Section 414(c)
of the Code).
(e) For purposes of this Article VII,
Change of Control Price means the highest price per share of Common Stock paid
in any transaction reported on the New York Stock Exchange Composite Tape, or
offered in any transaction related to a Potential or actual Change of Control of
the Corporation at:
(i) the date
the Change of Control occurs;
(ii) the date
the Potential Change of Control is determined to have occurred; or
(iii) such
other date as the Committee may determine at or after grant but before the
Change of Control occurs or the Potential Change of Control is determined to
have occurred;
or at any time
selected by the Committee during the sixty (60) day period preceding such date.
Article VIII: Miscellaneous
8.1 Participant Agreement to Plan Provisions
The Participant shall notify the Director,
Compensation and Benefits or the Secretary of the Corporation of any issues and
disagreements regarding the terms and conditions of the Award within the number
of days specified in the notice of the terms of the Award to the Participant.
Upon resolution of such issues as determined by the Company or, no such notice
having been received, upon the expiration of such number of days, the
Participant (and the Participant on behalf of his legal representative and
designated beneficiary) shall be deemed to have agreed to comply with all the
terms and conditions of the Award and the Plan (including without limitation,
the conditions of Section 8.2 below) and any agreements, certificates and
records issued in connection herewith.
8.2 Conditions on Awards
In the event that the employment of a
Participant holding any unexercised Option or SAR, any unearned Performance
Award, any unearned shares of Restricted Stock, or any unearned Restricted Stock
Equivalents shall terminate with the consent of the Committee or by reason of
retirement or disability, the rights of such Participant to any such Award shall
be subject to the conditions that until any such Option or SAR is exercised, or
any such Performance Award, share of Restricted Stock or Restricted Stock
Equivalent is earned, the Participant 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, unless the Participant
shall have died, at reasonable times for consultations (which shall not require
substantial time or effort) at the request of the Companys management with
respect to phases of the business with which the Participant was actively
connected during the Participants employment, but such consultations
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shall not (except in the case of a
Participant whose 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, the Participant
shall forfeit all rights to any unexercised Option or SAR, Performance Award,
shares of Restricted Stock or Restricted Stock Equivalents held on the date of
the breach of the condition. Any determination by the Board of Directors, which
shall act upon the recommendation of the Chairman, that the Participant is, or
has, engaged in a competitive business or activity as aforesaid or has not been
available for consultations as aforesaid shall be conclusive.
8.3 Effect on Other Plans
(a) Participation in the Plan shall not
affect a Participants eligibility to participate in any other benefit or
incentive plan of the Company.
(b) Any Awards made pursuant to the Plan
shall not be included in the Participants remuneration for the purposes of
determining the benefits provided under any other plan of the Company unless
specifically provided in such other plan.
(c) The adoption of the Plan shall not
preclude the adoption by appropriate means of any other stock option or other
incentive plan for employees of the Company.
8.4 Rights of Participants
Nothing in the Plan shall interfere with
or limit in any way the right of the Company to terminate any Participants
employment at any time, nor confer upon any Participant any right to continue in
the employ of the Company for any period of time or to continue the
Participants present or any other rate of compensation. No employee shall have
a right to be selected as a Participant, or, having been so selected, to be
selected again as a Participant.
8.5 Tax
Withholding
(a) The Company shall have the power to
withhold, or require a Participant to remit to the Company, an amount sufficient
to satisfy any withholding or other tax due from the Company with respect to any
amount payable and/or shares issuable under the Plan, and, to the extent
permitted by Section 409A, the Company may defer such payment or issuance unless
indemnified to its satisfaction.
(b) Subject to the consent of the
Committee, due to (i) the exercise of a NSO, (ii) lapse of restrictions on a
Restricted Stock Award, or (iii) the issuance of any other stock Award under the
Plan, a Participant may make an irrevocable election (an Election) to (A) have
shares of Common Stock otherwise issuable under (i) withheld, or (B) tender back
to the Corporation shares of Common Stock received pursuant to (i), (ii), or
(iii), or (C) deliver back to the Corporation pursuant to (i), (ii), or (iii)
previously-acquired shares of Common Stock of the Corporation, in each case
having a Fair Market Value sufficient to satisfy all or part of the minimum
federal, state and local statutory withholding requirements applicable to the
Participant.
(c) Such Election must be made by a
Participant prior to or on the date on which the relevant tax obligation arises
(the Tax Date). The Committee may disapprove of any Election, may suspend or
terminate the right to make Elections, or may provide with respect to any Award
under this Plan that the right to make Elections shall not apply to such Awards.
8.6 Foreign Alternatives
Notwithstanding the other provisions of
the Plan, in the case of any Award (including any Deferred Amount) to any
Participant who is an employee of a foreign Subsidiary or foreign branch of the
Company or held by a Participant who is in any other category specified by the
Committee, the Committee may specify that such Award shall not be represented by
shares of Common Stock or other securities but shall be represented by rights
approximately equivalent (as determined by the
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Committee) to the rights that such
Participant would have received if shares of Common Stock or other securities
had been issued in the name of such Participant otherwise in accordance with the
Plan (such rights being hereinafter called Stock Equivalents). The Stock
Equivalents representing any such Award may subsequently, at the option of the
Committee, be converted into cash or an equivalent number of shares of Common
Stock or other securities under such circumstances and in such manner as the
Committee may determine. Stock Equivalents shall be applied against the limits
on the maximum number of shares of Common Stock pursuant to Sections 1.4 and
1.5.
8.7 Non-Uniform Determinations
The Committees determinations under the
Plan, including without limitation, (a) the determination of the Participants to
receive Awards, (b) the form, amount and timing of such Awards, (c) the terms
and provisions of such Awards and (d) agreements evidencing the same, need not
be uniform and may be made by it selectively among Participants who receive, or
who are eligible to receive, Awards under the Plan, whether or not such
Participants are similarly situated.
8.8 Suspensions, Leaves of Absence, and Transfers
The Committee shall be entitled to make
such rules, regulations and determinations as it deems appropriate under the
Plan in respect of any suspension of employment or leave of absence from the
Company granted to a Participant whether such suspension or leave is paid or
unpaid and whether due to a disability or otherwise. Without limiting the
generality of the foregoing, the Committee shall be entitled to determine (a)
whether or not any such suspension or leave of absence shall be treated as if
the Participant ceased to be an employee of the Company and (b) the impact, if
any, of any such suspension or leave of absence on Awards under the Plan. In the
event a Participant transfers within the Company, such Participant shall not be
deemed to have ceased to be an employee of the Company for purposes of the Plan.
8.9 Requirements of Law, Governing Law
(a) The granting of Awards and the
issuance of shares of Common Stock shall be subject to all applicable laws,
rules and regulations, and to such approvals by any governmental agencies or
national securities exchanges as may be required. The Plan, and all agreements
hereunder, shall be construed in accordance with and governed by the laws of the
State of Illinois, excluding any conflicts or choice of law rule or principle
that might otherwise refer construction or interpretation of such agreement to
the substantive law of another jurisdiction.
(b) Each Award (including Deferred
Amounts) shall be subject to the requirement that if at any time the Committee
shall determine, in its discretion, that the listing, registration, or
qualification of such Award, or any shares of Common Stock or other property
subject thereto, upon any securities exchange or under any foreign, federal, or
state securities or other law or regulation, or the consent or approval of any
governmental body or the taking of any other action to comply with or otherwise
with respect to any such law or regulation, is necessary or desirable as a
condition to or in connection with the granting of such Award or the issue,
delivery or purchase of shares of Common Stock or other property thereunder, no
such Award may be exercised or paid in Common Stock or other property unless
such listing, registration, qualification, consent, approval, or other action
shall have been effected or obtained free of any conditions not acceptable to
the Committee and the holder of the Award will supply the Corporation with such
certificates, representations and information as the Corporation shall request
and shall otherwise cooperate with the Corporation in effecting or obtaining
such listing, registration, qualification, consent, approval or other action. In
the case of officers and other persons subject to Section 16(b) of the Exchange
Act, the Committee may at any time impose any limitations upon the exercise,
delivery, or payment of any Award (including Deferred Amounts) which, in the
discretion of the Committee, are necessary or desirable in order to comply with
Section 16(b) of the Exchange Act and the rules and regulations thereunder. If
the Corporation, as part of an offering
B-17
of securities or otherwise, finds it
desirable because of foreign, federal, or state legal or regulatory requirements
to reduce the period during which Options or SARs may be exercised, the
Committee may, in its discretion and without the holders consent, so reduce
such period on not less than 15 days written notice to the holders thereof.
(c) It is the intent of the Corporation
that the Plan comply in all respects with Section 162(m), that any ambiguities
or inconsistencies in construction of the Plan be interpreted to give effect to
such intention and that if any provision of the Plan is found not to be in
compliance with Section 162(m), such provision shall be deemed null and void to
the extent required to permit the Plan to comply with Section 162(m).
8.10 Amendment, Suspension and Termination of Plan
The Committee may suspend or terminate the
Plan or any portion thereof at any time and may amend it from time to time in
such respects as the Committee may deem advisable in order that any Awards
thereunder shall conform to or otherwise reflect any change in applicable laws
or regulations, or to permit the Company or its employees to enjoy the benefits
of any change in applicable laws or regulations, or in any other respect the
Committee may deem to be in the best interests of the Company; provided,
however, that no such amendment shall, without the approval of the stockholders
of the Corporation to the extent required by law, agreement, or the rules of any
exchange upon which the Common Stock is listed, (i) materially increase the
number of shares of Common Stock which may be issued under the Plan (except as
provided in Section 1.6), (ii) materially expand the class of employees eligible
to participate in the Plan, (iii) materially expand the types of Awards
available under the Plan, (iv) materially extend the termination date of the
Plan, (v) materially change the method of determining the exercise price of
Options under the Plan, or (vi) delete or limit any provision prohibiting
repricing of Options under the Plan. No such amendment, suspension or
termination shall materially and adversely affect the rights of Participants
under outstanding Options, SARs, Performance Awards, awards of Restricted Stock
or Restricted Stock Equivalents, or Deferred Amounts without the consent of the
Participants affected thereby.
8.11 Effective Date
The Plan shall become effective upon
approval by the stockholders of the Corporation.
8.12 Duration of the Plan
The Plan shall remain in effect until all
Awards under the Plan are free of all restrictions imposed by the Plan, but no
Awards shall be made hereunder after December 31, 2015.
Article IX: Definitions and Other
General Provisions
(a) The term Fair Market Value as it
relates to Common Stock on any given date means (i) the mean of the high and low
sales prices of the Corporations Common Stock on the New York Stock Exchange
during regular trading hours as reported by the New York Stock Exchange (or, if
not so reported, as reported by a successor reporting service selected by the
Corporation, or if not reported by any successor service, as reported on any
domestic stock exchanges on which the Common Stock is then listed); or (ii) if
the Common Stock is not listed on any domestic stock exchange, the mean of the
high and low sales prices of the Corporations Common Stock as reported by the
Nasdaq Stock Market on such date or the last previous date reported (or, if not
so reported, by the system then regarded as the most reliable source of such
quotations) or, if there are no reported sales on such date, the mean of the
closing bid and asked prices as so reported; or (iii) if the Common Stock is
listed on a domestic exchange or quoted in the domestic over-the-counter market,
but there are not reported sales or quotations, as the case may be, on the given
date, the value determined pursuant to (i) or (ii) above using the reported sale
prices or quotations on the last previous date on which so reported; or (iv) if
none of the foregoing clauses applies, the fair value as determined in good
faith by the Board of Directors or the Committee.
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(b) The term fiscal year shall mean, the
12-month period beginning each November 1 and ending October 31 of the following
year.
(c) The terms retirement and
disability as used under the Plan shall be construed by reference to the
provisions of the pension plan or other similar plan or program of the Company
applicable to a Participant. Unless the Committee establishes otherwise, the
terms retirement and disability mean normal retirement, early retirement,
total and permanent disability each as defined in the John Deere Pension Plan
for Salaried Employees and the John Deere Long-Term Disability Plan, and similar
events under other similar plans of the Company applicable to the Participant.
Unless the Committee establishes otherwise, the terms retirement and
disability do not include Participants entitled only to a deferred vested
pension as defined in the John Deere Pension Plan for Salaried Employees, and/or
only salary continuance under the Companys salary continuance policy, and
similar events under other similar plans and policies of the Company applicable
to the Participants.
(d) The term Subsidiary shall mean,
unless the context otherwise requires, any corporation (other than the
Corporation) in an unbroken chain of corporations beginning with the Corporation
if each of the corporations other than the last corporation in such chain owns
stock possessing at least 50% of the voting power in one of the other
corporations in such chain.
(e) The term Substitute Award shall mean
an Award granted upon assumption of, or in substitution for, outstanding awards
previously granted by a company or other entity in connection with a corporate
transaction, such as a merger, combination, consolidation or acquisition of
property or stock.
(f) Except when otherwise indicated by the
context, words in the masculine gender when used in the Plan shall include the
feminine gender, the singular shall include the plural, and the plural shall
include the singular.
(g) Statements in the Plan that an action
is permitted to the extent permitted by Section 409A, or similar expressions,
shall mean that such action is permitted to the extent it will not result in a
Participant being required to recognize income for United States federal income
tax purposes before exercise, payment or settlement of an Award, as applicable,
or in the Participants incurring additional tax or interest under Section
409A.
B-19
APPENDIX
C |
|
JOHN DEERE
SHORT-TERM INCENTIVE BONUS PLAN |
(As Amended February 24,
2010) |
Section 1. Establishment and Purpose
1.1 Establishment of the
Plan
Deere & Company, a Delaware
corporation (the Company), hereby establishes an annual incentive compensation
plan to be known as the John Deere Short-Term Incentive Bonus Plan (the
Plan), as set forth in this document. The Plan permits the awarding of annual
cash bonuses to Employees of the Company, based on the achievement of
pre-established performance goals.
Upon approval by the Board of Directors of
the Company, subject to approval by the shareholders, the Plan shall become
effective as of November 1, 1994 (the Effective Date) and shall remain in
effect until terminated by the Board or Committee as provided by Section 13
herein.
1.2 Purpose
The purpose of the Plan is to provide
Participants with a meaningful annual incentive opportunity geared toward the
achievement of specific performance goals.
Section 2. Definitions
Whenever used in the Plan, the following
terms shall have the meanings set forth below (unless otherwise expressly
provided) and, when the defined meaning is intended, the term is capitalized.
(a) Award Opportunity means the various
levels of incentive award payouts which a Participant may earn under the Plan,
as established by the Committee pursuant to Section 5.1 herein.
(b) Base Salary shall mean the regular
salary or salary continuance earned during the Plan Year before any salary
reduction contributions made to the Companys Internal Revenue Code Section
401(k) Plan or other deferred compensation plans. Among other compensation,
Base Salary shall not include awards under this Plan, any suggestions awards,
pay for unused vacation, any bonus or profit sharing benefits, the Company
matching contribution under any plan providing such, overtime or overtime
premiums, relocation allowances, mortgage differential allowances, any premium
allowances for overseas service, moving allowances, or any other special awards.
(c) Beneficial Owner shall have the
meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations
under the Exchange Act.
(d) Code means the Internal Revenue Code
of 1986, as amended, and the rules, regulations and guidance
thereunder.
(e) Board or Board of Directors means
the Board of Directors of the Company.
(f) Committee means a committee of two
(2) or more individuals, appointed by the Board to administer the Plan, pursuant
to Section 3 herein, who are not current or former officers or employees of the
Company.
(g) Company means Deere & Company, a
Delaware corporation (including any and all subsidiaries), and any successor
thereto.
(h) Corporate shall mean Deere &
Company and its subsidiaries.
(i) Disability shall have the meaning
ascribed to such term in applicable disability or retirement plans of the
Company.
C-1
(j) Effective Date means the date the
Plan becomes effective, as set forth in Section 1.1 herein.
(k) Employee means a 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) Executive Officers shall mean any
executive officers designated by the Committee for purposes of qualifying
payouts under the Plan for exemption from Section 162(m) of the Code.
(n) Final Award means the actual award
earned during a Plan Year by a Participant, as determined by the Committee at
the end of the Plan Year.
(o) Noncorporate shall mean a specified
segment of Deere & Companys operations designated as such by the Chief
Executive Officer and approved by the Committee for purposes of the Plan, such
as a business unit, division, product line, or other such segmentation.
(p) Participant means an Employee who is
actively participating in the Plan.
(q) 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 defined in Section
13(d).
(r) Plan means the Deere & Company
Short-Term Incentive Bonus Plan.
(s) Plan Year means the Companys fiscal
year.
(t) Recoupment Policy means the
Companys Executive Incentive Award Recoupment Policy, as amended from time to
time, or any successor policy thereto.
(u) Retirement shall have the meaning
ascribed to such term in the John Deere Pension Plan for Salaried Employees, or
any successor plan thereto.
(v) Target Incentive Award means the
award to be paid to a Participant when planned performance results are achieved,
as established by the Committee.
Section 3. Administration
The Plan shall be administered by the
Committee. It is intended that the Committee shall be composed exclusively of
individuals who qualify as outside directors within the meaning of Section
162(m) of the Internal Revenue Code of 1986 (the Code), as amended. The
failure of any member of the Committee so to qualify, however, shall not impair
the validity of any action taken by the Committee. The Committee may delegate to
the Company responsibility for day-to-day administration of, the Plan, following
administrative guidelines approved from time to time by the Committee.
Subject to the limitations of the Plan,
the Committee shall: (i) select from the Employees of the Company, those who
shall participate in the Plan, (ii) grant Award Opportunities in such forms and
amounts as it shall determine, (iii) impose such limitations, restrictions, and
conditions upon such awards as it shall deem appropriate, (iv) interpret the
Plan and adopt, amend, and rescind administrative guidelines and other rules and
regulations relating to the Plan, (v) correct any defect or omission or
reconcile any inconsistency in this Plan or in any Award Opportunity granted
hereunder, and (vi) make all other necessary determinations and take all other
actions necessary or advisable for the implementation and administration of the
Plan. The Committees determinations on matters within its authority shall be
conclusive and binding upon all parties.
C-2
Section 4. Eligibility and Participation
4.1
Eligibility
All Employees (as defined in Section 2
herein) who are actively employed by the Company in any Plan Year shall be
eligible to participate in the Plan for such Plan Year, subject to the
limitations of Section 7 herein.
4.2 Participation
Participation in the Plan shall be
determined annually by the Committee based upon the criteria set forth herein.
Employees who are eligible to participate in the Plan shall be provided access
to the performance goals and related Award Opportunities for the relevant Plan
Year, as soon as is practicable.
4.3 Partial Plan Year Participation
In the event that an Employee becomes
eligible to participate in the Plan subsequent to the commencement of a Plan
Year, then such Employees Final Award shall be based on the Base Salary earned
as an eligible Employee.
4.4 No Right to Participate
No Participant or other Employee shall at
any time have a right or entitlement to be selected for participation in the
Plan for any Plan Year, despite having previously participated in the Plan.
Section 5. Award Determination
5.1
Performance Goals
Prior to the beginning of each Plan Year,
or as soon as practicable thereafter, the Committee shall establish performance
goals for that Plan Year. Except as provided in Section 11, the goals may be
based on any combination of Corporate, Noncorporate, and individual performance.
After the performance goals are established, the Committee will align the
achievement of the performance goals with the Award Opportunities (as described
in Section 5.2 herein), such that the level of achievement of the preestablished
performance goals at the end of the Plan Year will determine the Final Award
amounts. Except as provided in Section 11, the Committee also shall have the
authority to exercise subjective discretion in the determination of Final
Awards, as well as the authority to delegate the ability to exercise subjective
discretion in this respect.
The Committee also may establish one (1)
or more Company-wide performance goals which must be achieved for any
Participant to receive an award for that Plan Year.
5.2 Award Opportunities
Prior to the beginning of each Plan Year,
or as soon as practicable thereafter, the Committee shall establish an Award
Opportunity for each Participant. The established Award Opportunity shall vary
in relation to the job classification of each Participant. Except as provided in
Section 11, in the event a Participant changes job levels during a Plan Year,
the Participants Award Opportunity may be adjusted to reflect the amount of
time at each job level during the Plan Year.
5.3
Adjustment of Performance
Goals
Except as provided in Section 11, the
Committee shall have the right to adjust the performance goals and the Award
Opportunities (either up or down) during a Plan Year if it determines that
external changes or other unanticipated business conditions have materially
affected the fairness of the goals and have unduly influenced the Companys
ability to meet them. Further, in the event of a Plan Year of less than twelve
(12) months, the Committee shall have the right to adjust the performance goals
and the Award Opportunities accordingly, at its sole discretion.
C-3
5.4
Final Award
Determinations
At the end of each Plan Year, Final Awards
shall be computed for each Participant as determined by the Committee. Except as
provided in Section 11, each individual award shall be based upon (i) the
Participants Target Incentive Award percentage, multiplied by his Base Salary,
(ii) Corporate and Noncorporate performance, and (iii) individual performance
(if applicable). Subject to Section 5.5, Final Award amounts may vary above or
below the Target Incentive Award, based on the level of achievement of the
preestablished Corporate, Noncorporate, and individual performance goals.
5.5 Limitations
The amount payable to a Participant for
any Plan Year shall not exceed $5,000,000.
Section 6. Payment of Final Awards
6.1
Form and Timing of
Payment
Final Awards shall be payable in cash, in
one (1) lump sum, on or before the March 15 following the end of the relevant
Plan Year.
6.2 Payment of Partial Awards
In the event a Participant no longer meets
the eligibility criteria as set forth in the Plan during the course of a
particular Plan Year, the Committee may, in its sole discretion, pay a partial
Final Award for the portion of the Plan Year the Employee was a Participant,
determined in accordance with Section 5.4 herein. Any such partial Final Award
shall be evidenced in writing, and shall be paid in cash, in one (1) lump sum,
on or before the March 15 following the end of the Plan Year to which it
relates.
6.3 Unsecured Interest
No participant or any other party claiming
an interest in amounts earned under the Plan shall have any interest whatsoever
in any specific asset of the Company. To the extent that any party acquires a
right to receive payments under the Plan, such right shall be equivalent to that
of an unsecured general creditor of the Company.
6.4 Repayment of Final Awards
Final Awards paid under the Plan shall be
subject to the terms of the Companys Recoupment Policy. The Company shall have
the right to recover Final Awards paid under the Plan pursuant to the terms of
the Recoupment Policy.
Section 7. Termination of Employment
7.1 Termination of Employment Due to Death, Disability or Retirement, or
Transfer to Business Unit Not Included in the Plan
In the event a Participants employment is
terminated by reason of death, Disability or Retirement, or if a Participant
transfers to a business unit not included in the Plan, the Final Award
determined in accordance with Section 5.4 herein shall be reduced to reflect
participation prior to termination or transfer only. The reduced award shall be
based upon the amount of Base Salary earned during the Plan Year prior to
termination or transfer. In the case of a Participants Disability, the
employment termination shall be deemed to have occurred on the date the
Committee determines the definition of Disability to have been satisfied.
The Final Award thus determined shall be
payable in cash, in one (1) lump sum, on or before the March 15 following the
end of the Plan Year to which it relates.
C-4
7.2 Termination of Employment for Other Reasons
In the event a Participants employment is
terminated or gives notice of termination in either case prior to the last day
of a Plan Year, for any reason other than death, Disability, or Retirement, all
of the Participants rights to a Final Award for the Plan Year then in progress
shall be forfeited. The Committees determination of whether a Participant has
terminated employment or given notice of termination shall be final and binding
for purposes of the Plan. However, the Committee, in its sole discretion, may
pay a partial Final Award for the portion of that Plan Year that the Participant
was employed by the Company, determined in accordance with Section 5.4 herein.
Any such partial Final Award shall be evidenced in writing, and shall be paid in
cash, in one (1) lump sum, on or before the March 15 following the end of the
Plan Year to which it relates.
Section 8. Rights of Participants
8.1
Employment
Nothing in the Plan shall interfere with
or limit in any way the right of the Company to terminate any Participants
employment at any time, nor confer upon any Participant any right or entitlement
to continue in the employ of the Company.
8.2 Nontransferability
No right or interest of any Participant in
the Plan shall be assignable or transferable, or subject to any lien, directly,
by operation of law, or otherwise, including, but not limited to, execution,
levy, garnishment, attachment, pledge, and bankruptcy.
Section 9. Beneficiary
Designation
Each Participant under the Plan may, from
time to time, name any beneficiary or beneficiaries (who may be named
contingently or successively) to whom any benefit under the Plan is to be paid
in case of his or her death before he or she receives any or all of such
benefit. Each designation will revoke all prior designations by the same
Participant and will be effective only when filed by the Participant in writing
with the Committee during his or her lifetime. In the absence of any such
designation, or if the designated beneficiary is no longer living, benefits
shall be paid to the surviving member(s) of the following classes of
beneficiaries, with preference for classes in the order listed below:
(a) Participants spouse (unless the
parties were divorced or legally separated by court decree);
(b) Participants children (including
children by adoption);
(c) Participants parents (including
parents by adoption); or
(d) Participants executor or
administrator.
Payments of benefits, in accordance with
Section 7.1, shall be made exclusively to the member(s) of the first class, in
the order listed above, which has surviving member(s). If that class has more
than one (1) member, benefit payments shall be made in equal shares among
members of that class.
Section 10. Deferrals
The Committee may permit a Participant to
defer such Participants receipt of the payment of cash that would otherwise be
due to such Participant at the end of a Plan Year. Any such deferral shall be
made on terms and conditions established by the Committee from time to time and
intended to comply, to the extent applicable, with the requirements of Section
409A of the Code.
C-5
Section 11. Executive Officers
11.1 Applicability of Section 11
The provisions of this Section 11 shall
apply only to Executive Officers. In the event of any inconsistencies between
this Section 11 and the other Plan provisions, the provisions of this Section 11
shall control. Notwithstanding the preceding sentence, Section 12 shall apply to
Executive Officers.
11.2 Award Determination
Prior to the beginning of each Plan Year,
or as soon as practicable thereafter, the Committee shall establish the Target
Incentive Award percentage for each Executive Officer and performance goals for
that Plan Year. Performance measures to be used shall be chosen from among the
following factors, or any combination of the following, as the Committee deems
appropriate: (a) total stockholder return; (b) growth in revenues, sales,
settlements, market share, customer conversion, net income, stock price, and/or
earnings per share; (c) return on assets, net assets, and/or capital; (d) return
on stockholders equity; (e) economic or shareholder value added; or (f)
improvements in costs and/or expenses. Performance measures may be defined on a
Corporate or Noncorporate basis or any combination thereof, and may be measured
either on an absolute basis or relative to selected peer companies or a market
index. The Committee may select among the performance measures specified from
Plan Year to Plan Year which need not be the same for each Executive Officer in
a given year.
At the end of the Plan Year and prior to
payment, the Committee shall certify in writing the extent to which the
performance goals and any other material terms were satisfied. Final Awards
shall be computed for each Executive Officer based on (i) the Participants
Target Incentive Award multiplied by his Base Salary, and (ii) Corporate and
Noncorporate (if applicable) performance.
Final Award amounts may vary above or
below the Target Incentive Award based on the level of achievement of the
pre-established Corporate and Noncorporate performance goals.
11.3 Non-adjustment of Performance Goals
Once established, performance goals shall
not be changed during the Plan Year. Participants shall not receive any payout
when the Company or Noncorporate segment (if applicable) does not achieve at
least the minimum performance goals established by the Committee pursuant to
Section 11.2.
11.4 Individual Performance and Discretionary Adjustments
A Final Award computed in accordance with
Section 11.2 shall not be increased to reflect individual performance. However,
the Committee retains the discretion to eliminate or decrease the amount of the
Final Award otherwise payable to a Participant.
11.5 Possible Modification
If, on advice of the Companys tax
counsel, the Committee determines that Code Section 162(m) and the regulations
thereunder will not adversely affect the deductibility for federal income tax
purposes of any amount paid under the Plan by applying one or more of Sections
4.3, 5.1, 5.2, 5.3, or 5.4 to an Executive Officer without regard to the
exceptions to such Section or Sections contained in this Section 11, then the
Committee may, in its sole discretion, apply such Section or Sections to the
Executive Officer without regard to the exceptions to such Section or Sections
that are contained in this Section 11.
Section 12. Change in Control
12.1 Change in Control
In the event of a Change in Control of the
Company, as defined below, a Participant who is an Employee as of the date of
the Change in Control and who is not then a participant in the Companys change
in control severance program or a change in control agreement with the Company,
shall be entitled to, for the Plan Year in which the Change in Control occurs,
the Participants Target Incentive Award times his actual Base Salary rate in
effect on the date of the Change in Control.
C-6
Final Awards shall be payable in cash to
the Participant as soon as administratively possible, but no later than the
March 15 following the end of the calendar year in which the Change in Control
occurs.
12.2 Definition of a Change in Control
Change in Control means a change in
control of a nature that would be required to be reported in response to
Schedule 14A of Regulation 14A promulgated under the Exchange Act whether or not
the Company is then subject to such reporting requirement, provided that,
without limitation, such a Change in Control shall be deemed to have occurred
if:
(i) any
person (as defined in Sections 13(d) and 14(d) of the Exchange Act) (other
than a Participant or group of Participants, the Company or a subsidiary, any
employee benefit plan of the Company including its trustee, or any corporation
or similar entity which becomes the Beneficial Owner of securities of the
Company in connection with a transaction excepted from the provisions of clause
(iii) below) is or becomes the beneficial owner (as defined in Rule 13(d-3)
under the Exchange Act), directly or indirectly, of securities of the Company
(not including the securities beneficially owned or any securities acquired
directly from the Company) representing thirty percent (30%) or more of the
combined voting power of the Companys then outstanding securities;
(ii) the
following individuals shall cease to constitute a majority of the Board:
individuals who on the Effective Date constitute the Board and any new
director(s) whose appointment or election by the Board or nomination for
election by the Companys stockholders was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who either were directors
on the first day of the Plan Year or whose appointment or election or nomination
for election was previously so approved but excluding, for this purpose, any
such new director whose initial assumption of office occurs as a result of an
actual or threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or consents by
or on behalf of a person other than the Board;
(iii) there is
consummated a merger, consolidation or similar business combination transaction
of the Company (including, for the avoidance of doubt, any business combination
structured as a forward or reverse triangular merger involving any direct or
indirect subsidiary of the Company) with any other company, other than a merger,
consolidation or similar business combination transaction which 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 or any parent thereof) at least
sixty percent (60%) of the combined voting power of the voting securities of the
Company or such surviving entity or parent thereof outstanding immediately after
such merger, consolidation or similar business combination transaction; or
(iv) the
stockholders of the Company approve a plan of complete liquidation of the
Company or there is consummated an agreement for the sale or disposition by the
Company of all or substantially all of the Companys assets.
Section 13. Amendment and Modification
The Committee, in its sole discretion,
without notice, at any time and from time to time, may modify or amend, in whole
or in part, any or all of the provisions of the Plan, or suspend or terminate it
entirely, subject to any requirement for shareholder approval imposed by
applicable law, including Section 162(m) of the Code, or the listing
requirements of the New York Stock Exchange; provided, however, that no such
modification, amendment, suspension, or termination may, without the consent of
a Participant (or his or her beneficiary in the case of the death of the
Participant), reduce the right of a Participant (or his or her beneficiary, as
the case may be) to a payment or distribution hereunder to which he or she is
otherwise entitled.
C-7
Section 14. Miscellaneous
14.1 Governing Law
The Plan, and all agreements hereunder,
shall be governed by and construed in accordance with the laws of the State of
Delaware.
14.2 Withholding Taxes
The Company shall have the right to deduct
from all payments under the Plan any Federal, state, or local taxes required by
law to be withheld with respect to such payments.
14.3 Gender and Number
Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine, the
plural shall include the singular, and the singular shall include the plural.
14.4 Severability
In the event any provision of the Plan
shall be held illegal or invalid for any reason, the illegality or invalidity
shall not affect the remaining parts of the Plan, and the Plan shall be
construed and enforced as if the illegal or invalid provision had not been
included.
14.5 Costs of the Plan
All costs of implementing and
administering the Plan shall be borne by the Company.
14.6 Successors
All obligations of the Company under the
Plan shall be binding upon and inure to the benefit of any successor to the
Company, whether the existence of such successor is the result of a direct or
indirect purchase, merger, consolidation, or otherwise, of all or substantially
all of the business and/or assets of the Company.
C-8
APPENDIX
D |
|
DIRECTOR
INDEPENDENCE CATEGORICAL STANDARDS |
OF |
DEERE & COMPANY CORPORATE
GOVERNANCE POLICIES |
NYSE Standards of Independence
A director may not be considered
independent if the director does not meet the criteria for independence
established by the New York Stock Exchange (NYSE) and applicable law. A director
is considered independent under the NYSE criteria if the board finds that the
director has no material relationship with the Company. Under the NYSE rules, a
director will not be considered independent if, within the past three
years:
- the director has been employed by Deere, either
directly or through a personal or professional services agreement;
- an immediate family member of the director was
employed by Deere as an executive officer;
- the director receives more than $120,000 during
any twelve-month period in direct compensation from Deere, other than for service as an interim chairman or CEO and
other than director and committee fees and
pension or other forms of deferred compensation for prior service
(provided such compensation is not contingent
in any way on continued service);
- an immediate family member of the director
receives more than $120,000 during any twelve-month period in direct compensation from Deere, other than for service
as a non-executive employee and other than
director and committee fees and pension or other forms of deferred
compensation for prior service (provided such
compensation is not contingent in any way on continued service);
- the director was affiliated with or employed by
Deeres independent auditor;
- an immediate family member of the director was a
partner of Deeres independent auditor, or was
affiliated with or employed in a professional capacity by Deeres independent
auditor and personally worked on Deeres
audit;
- a Deere executive officer has served on the
compensation committee of a company that, at the same time, employed the director or an immediate family member of the
director as an executive officer; or
- the director is employed, or the immediate family
member of a director is employed as an executive officer of another company and the annual payments to, or
received from Deere exceed in any single fiscal
year the greater of $1 million or 2% of such other companys
consolidated gross annual revenues;
Categorical Standards of
Independence
The Board of Directors has established the
following additional categorical standards of independence to assist it in
making independence determinations:
Business Relationships. Any payments by Deere to a business employing, or 10% or
more owned by, a director or an immediate family member of a director for goods
or services, or other contractual arrangements, must be made in the ordinary
course of business and on substantially the same terms as those prevailing at
the time for comparable transactions with non-affiliated persons. The following
relationships are not considered material relationships that would impair a
directors independence:
- if a director (or an immediate family member of
the director) is an officer of another company that does business with Deere and the annual sales to, or purchases from
Deere during such companys preceding fiscal
year are less than one percent of the gross annual revenues of such
company;
D-1
- if a director is a partner of or of counsel to a
law firm, the director (or an immediate family member of the director) does not personally perform any legal services
for Deere, and the annual fees paid to the firm
by Deere during such firms preceding fiscal year does not exceed
$100,000;
- if a director is a partner, officer or employee of
an investment bank or consulting firm, the director (or an immediate family member of the director) does not
personally perform any investment banking or
consulting services for Deere, and the annual fees paid to the firm by
Deere during such firms preceding fiscal year does
not exceed $100,000.
For purposes of these standards, Deere
shall mean Deere & Company and its direct and indirect subsidiaries, and
immediate family member shall have the meaning set forth in the NYSE
independence rules, as may be amended from time to time.
Relationships with Not-for-Profit
Entities. A directors independence will not
be considered impaired solely for the reason that the director or an immediate
family member is an officer, director, or trustee of a foundation, university,
or other not-for-profit organization that receives from Deere or its foundation
during any of the prior three fiscal years, contributions in an amount not
exceeding the greater of $1 million or two percent of the not-for profit
organizations aggregate annual charitable receipts during the entitys fiscal
year. (Any automatic matching of employee charitable contributions by Deere or
its foundation are not included in Deeres contributions for this purpose.) All
contributions by Deere in excess of $100,000 to not-for-profit entities with
which the director is affiliated shall be reported to the Corporate Governance
Committee and may be considered in making independence
determinations.
D-2
DIRECTIONS TO
THE DEERE & COMPANY WORLD HEADQUARTERS |
One John Deere Place, Moline,
Illinois 61265-8098 |
The annual meeting will be held in the
auditorium of the Deere & Company World Headquarters, which is located at
One John Deere Place, Moline, Illinois. John Deere Place intersects the north
side of John Deere Road east of 70th Street, Moline. The entrance to the World
Headquarters and parking are on the east side of the building.
From Chicago (or the
east) |
|
Take I-290 (Eisenhower
Expressway) west to I-88 West (East-West Tollway) which turns into IL5/
John Deere Road. Follow IL5/John Deere Road to John Deere Place. Turn
right onto John Deere Place. Follow for about 1/4 mile. Turn left onto the
World Headquarters grounds. Follow the signs to parking on the east side
of the building. |
From Des Moines (or the
west) |
|
Take I-80 east to exit
number 298. Exit onto I-74 East. Follow for about 9 1/4 miles to the IL5
East/John Deere Road exit (Exit number 4B). Exit onto IL5 East/John Deere
Road. Follow IL5/John Deere Road east for 3.3 miles to John Deere Place.
Turn left onto John Deere Place. Follow for about 1/4 mile. Turn left onto
the World Headquarters grounds. Follow the signs to parking on the east
side of the building. |
From Peoria (or the
south) |
|
Take I-74 west to the
I-280 West exit. Exit onto I-280 West. Follow for about 10 miles to exit
number 18A. Exit onto I-74 West. Follow for about 1/2 mile to the IL5
East/John Deere Road exit (Exit number 4B). Exit onto IL5 East/John Deere
Road. Follow IL5/John Deere Road east for 3.3 miles to John Deere Place.
Turn left onto John Deere Place. Follow for 1/4 mile. Turn left onto the
World Headquarters grounds. Follow the signs to parking on the east side
of the building. |
Dear
Stockholders:
It is a pleasure to invite you to the 2010 Annual Meeting of
Stockholders of Deere & Company. The meeting will be held at 10 A.M. Central
Time on Wednesday, February 24, 2010, at the Deere & Company World
Headquarters, One John Deere Place, Moline, Illinois.
The enclosed Notice of the Meeting and Proxy Statement covers
the formal business of the meeting, which includes election of the named
Directors, three company proposals, the ratification of the independent
registered public accounting firm for fiscal 2010, three stockholder proposals
and any other business that properly comes before the meeting. The rules of
conduct for the meeting include the following:
1. |
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No cell phones, cameras, sound
equipment or recording devices may be brought into the
auditorium. |
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There will be a discussion period
at the end of the meeting. If you wish to present a question or comment,
please wait for an attendant to provide a microphone, then begin by
stating your name, indicating the city and state where you reside, and
confirming that you are a stockholder. |
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The Chairman is authorized to
impose reasonable time limits on the remarks of individual stockholders
and has discretion to rule on any matters that arise during the meeting.
Personal grievances or claims are not appropriate subjects for the
meeting. |
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4. |
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Voting results announced at the
meeting by the Inspectors of Voting are preliminary. Final results will be
included in the Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission for the second quarter of fiscal
2010. |
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5. |
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Pagers and similar devices should
be silenced. |
Important
Notice Regarding the Availability of Proxy Materials for the Annual Stockholder
Meeting to be Held on February 24, 2010: The
proxy statement and annual report to security holders are available on Deere's
Internet site at www.JohnDeere.com/stock.
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Detach Proxy Card
Here q q |
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M18656-P87363
DEERE & COMPANY
PROXY-
ANNUAL MEETING / 24 FEBRUARY 2010
Solicited by the Board of Directors for use at the Annual Meeting of
Stockholders of Deere & Company on February 24, 2010.
The
undersigned appoints each of Robert W. Lane and Gregory R. Noe, attorney and
proxy, with full power of substitution, on behalf of the undersigned, and with
all powers the undersigned would possess if personally present, to vote all
shares of Common Stock of Deere & Company that the undersigned would be
entitled to vote at the above Annual Meeting and any adjournment thereof.
The shares represented by this proxy will be voted as specified and, in
the discretion of the proxies, on all other matters.
Please mark, date and sign your name exactly as it appears on this proxy
and return this proxy in the enclosed envelope. When signing as attorney,
executor, administrator, trustee, guardian or officer of a corporation, please
give your full title as such. For joint accounts, each joint owner should
sign.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE.
PLEASE SIGN ON THE
REVERSE SIDE AND RETURN PROMPTLY.
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Address
Changes/Comments: |
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(If you noted any Address Changes/Comments above, please mark
corresponding box on the reverse side.)
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DEERE & COMPANY
STOCKHOLDER RELATIONS ONE JOHN DEERE PLACE MOLINE, IL
61265-8098 |
YOUR
VOTE IS IMPORTANT. THANK YOU FOR VOTING!
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VOTE BY TELEPHONE AND INTERNET
24 HOURS A DAY, 7 DAYS A WEEK |
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VOTE BY TELEPHONE - 1-800-690-6903 |
Use any touch-tone telephone to transmit your voting instructions up
until 11:59 P.M. Eastern Time the day before the meeting date. Have your
proxy card in hand when you call and then follow the
instructions. |
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VOTE BY INTERNET -
www.proxyvote.com |
Use the Internet to transmit your voting instructions and
for electronic delivery of information up until 11:59 P.M. Eastern Time
the day before the meeting date. Have your proxy card in hand when you
access the web site and follow the instructions to obtain your records and
to create an electronic voting instruction form. |
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VOTE BY MAIL |
Mark, sign and date your proxy card and return it in the postage-paid
envelope we have provided or return it to Deere & Company, c/o
Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Your
telephone or Internet vote authorizes the named proxies to vote in the
same manner as if you marked, signed and returned the proxy
card. |
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If you have submitted your proxy by telephone or the Internet
there is no need for you to mail back your
proxy. |
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TO VOTE, MARK
BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |
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M18655-P87363 |
KEEP THIS PORTION FOR YOUR
RECORDS |
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DETACH AND
RETURN THIS PORTION ONLY |
THIS
PROXY CARD IS VALID ONLY WHEN SIGNED AND
DATED. |
DEERE &
COMPANY
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Vote on Directors |
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The Board of Directors recommends a vote FOR
all Nominees.
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For |
Against |
Abstain |
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1a. |
Election of
Director: Samuel R. Allen |
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1b. |
Election of
Director: Aulana L. Peters |
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1c. |
Election of
Director: David B. Speer |
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Vote on
Proposals |
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The Board of Directors
recommends a vote FOR the following proposals:
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For |
Against
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Abstain |
2. |
Company Proposal #1 - Amend
Restated Certificate of Incorporation to Provide for Annual Election of
all Directors |
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3. |
Company Proposal #2 - Amend the
John Deere Omnibus Equity and Incentive Plan |
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4. |
Company Proposal #3 - Re-approve
the John Deere Short-Term Incentive Bonus Plan |
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5. |
Ratification of the appointment
of Deloitte & Touche LLP as the independent registered public
accounting firm for fiscal 2010 |
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The Board of Directors
recommends a vote AGAINST the following proposals: |
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For |
Against |
Abstain |
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6. |
Stockholder Proposal #1 - CEO Pay
Disparity |
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7. |
Stockholder Proposal #2 -
Advisory Vote on Executive Compensation |
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8. |
Stockholder Proposal #3 -
Separation of CEO and Chairman Responsibilities |
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For address changes and/or comments, please check this box and write
them on the back where indicated. |
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(Please sign, date and return
this proxy in the enclosed postage prepaid envelope.) |
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To receive your
materials electronically in the future, please go to
www.icsdelivery.com/de to
enroll. |
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Signature [PLEASE SIGN WITHIN BOX] |
Date |
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Signature (Joint Owners) |
Date |
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