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EXHIBIT 10.1
SEVERANCE PROTECTION AGREEMENT
FOR ______________
Deere & Company
April 2000
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CONTENTS
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Article 1. Establishment, Term, and Purpose 1
Article 2. Definitions 2
Article 3. Severance Benefits 6
Article 4. Form and Timing of Severance Benefits 9
Article 5. Excise Tax Equalization Payment 9
Article 6. The Company's Payment Obligation 11
Article 7. Covenants of the Executive 12
Article 8. Legal Remedies 12
Article 9. Successors and Assignment 13
Article 10. Miscellaneous 13
Appendix A 15
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DEERE & COMPANY
SEVERANCE PROTECTION AGREEMENT
THIS AGREEMENT is made and entered into as of the 1st day of April 2000, by
and between Deere & Company (hereinafter referred to as the "Company") and
__________ (hereinafter referred to as the "Executive").(1)
WHEREAS, the Board of Directors of the Company has approved the Company
entering into severance agreements with certain key executives of the Company;
WHEREAS, the Executive is a key executive of the Company;
WHEREAS, should the possibility of a Change in Control of the Company arise,
the Board believes it is imperative that the Company and the Board should be
able to rely upon the Executive to continue in his position, and that the
Company should be able to receive and rely upon the Executive's advice, if
requested, as to the best interests of the Company and its shareholders without
concern that the Executive might be distracted by the personal uncertainties and
risks created by the possibility of a Change in Control; and
WHEREAS, should the possibility of a Change in Control arise, in addition to
his regular duties, the Executive may be called upon to assist in the assessment
of such possible Change in Control, advise management and the Board as to
whether such Change in Control would be in the best interests of the Company and
its shareholders, and to take such other actions as the Board might determine to
be appropriate.
NOW THEREFORE, to assure the Company that it will have the continued
dedication of the Executive and the availability of his advice and counsel
notwithstanding the possibility, threat, or occurrence of a Change in Control of
the Company, and to induce the Executive to remain in the employ of the Company,
and for other good and valuable consideration, the Company and the Executive
agree as follows:
ARTICLE 1. ESTABLISHMENT, TERM, AND PURPOSE
This Agreement will commence on the Effective Date and shall continue in
effect for three (3) full years. However, at the end of such three (3) year
period and, if extended, at the end of each additional year thereafter, the term
of this Agreement shall be extended automatically for one (1) additional year,
unless the Committee delivers written notice six (6) months prior to the end of
such term, or extended term, to the Executive, that the Agreement will not be
extended. In such case, the Agreement will terminate at the end of the term, or
extended term, then in progress. Provided, a notice that the Agreement will not
be extended shall not be given within six (6) months following a Potential
Change in Control, and provided further, that in the event a Change in Control
occurs during the original or any extended term, this Agreement will
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(1) A list of executive officers entering into this agreement is appended hereto
as Appendix A.
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remain in effect for the longer of: (i) twenty-four (24) months beyond the month
in which such Change in Control occurred; or (ii) until all obligations of the
Company hereunder have been fulfilled, and until all benefits required hereunder
have been paid to the Executive.
ARTICLE 2. DEFINITIONS
Whenever used in this Agreement, the following terms shall have the meanings
set forth below and, when the meaning is intended, the initial letter of the
word is capitalized.
(a) "BASE SALARY" means the salary of record paid to the Executive as
annual salary, excluding amounts received under incentive or other
bonus plans, whether or not deferred.
(b) "BENEFICIAL OWNER" shall have the meaning ascribed to such term
in Rule 13d-3 of the General Rules and Regulations under the Exchange
Act.
(c) "BENEFICIARY" means the persons or entities deemed designated by the
Executive pursuant to Section 10.2 herein.
(d) "BOARD" means the Board of Directors of the Company.
(e) "BONUS" means the greater of: (a) the arithmetic mean of the bonuses
paid to the Executive pursuant to the Performance Bonus Plan of the
Company for the three complete fiscal years immediately preceding the
Executive's Effective Date of Termination; and (b) the target bonus
amount for the Executive for the fiscal year in which the Effective
Date of Termination occurs.
(f) "CAUSE" means (a) the Executive's willful and continued failure to
substantially perform his duties with the Company (other than any such
failure resulting from Disability or occurring after issuance by the
Executive of a Notice of Termination for Good Reason), after a written
demand for substantial performance is delivered to the Executive that
specifically identifies the manner in which the Company believes that
the Executive has willfully failed to substantially perform his
duties, and after the Executive has failed to resume substantial
performance of his duties on a continuous basis within thirty (30)
calendar days of receiving such demand; (b) the Executive's willfully
engaging in conduct (other than conduct covered under (a) above) which
is demonstrably and materially injurious to the Company, monetarily or
otherwise; or (c) the Executive's having been convicted of a felony.
For purposes of this subparagraph, no act, or failure to act, on the
Executive's part shall be deemed "willful" unless done, or omitted to
be done, by the Executive not in good faith and without reasonable
belief that the action or omission was in the best interests of the
Company.
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(g) "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 Securities Exchange Act of 1934 (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
Company's 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 Company's
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 Effective Date 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
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(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 Company's assets.
(h) "CODE" means the United States Internal Revenue Code of 1986,
as amended, and any successors thereto.
(i) "COMMITTEE" means the Board Committee on Compensation or any other
committee appointed by the Board to perform the functions of the
Compensation and Organization Committee.
(j) "COMPANY" means Deere & Company, a Delaware corporation, or any
successor thereto as provided in Article 9 herein.
(k) "DATE OF TERMINATION SHARE PRICE" means the average of the high and
low prices per share paid in transactions reported on the New York
Stock Exchange Composite Tape at the Effective Date of Termination.
(l) "DISABILITY" means complete and permanent inability by reason of
illness or accident to perform the duties of the occupation at which
the Executive was employed when such disability commenced.
(m) "EFFECTIVE DATE" means the date of this Agreement set forth above.
(n) "EFFECTIVE DATE OF TERMINATION" means the date on which a Qualifying
Termination occurs which triggers the payment of Severance Benefits
hereunder.
(o) "EXCHANGE ACT" means the United States Securities Exchange Act of
1934, as amended.
(p) "GOOD REASON" shall mean, without the Executive's express written
consent, the occurrence of any one or more of the following:
(i) The assignment of the Executive to duties materially
inconsistent with the Executive's authorities, duties,
responsibilities, and status (including offices and reporting
requirements) as an employee of the Company, or a reduction or
alteration in the nature or status of the Executive's
authorities, duties, or responsibilities from the greater of (i)
those in effect on the Effective Date; (ii) those in effect
during the fiscal year immediately preceding the year of the
Change in Control; or (iii) those in effect immediately
preceding the Change in Control;
(ii) The Company's requiring the Executive to be based at a location
which is at least fifty (50) miles further from the current
primary residence
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than is such residence from the Company's current headquarters,
except for required travel on the Company's business to an
extent substantially consistent with the Executive's business
obligations as of the Effective Date;
(iii) A reduction by the Company in the Executive's Base Salary as in
effect on the Effective Date or as the same shall be increased
from time to time;
(iv) A material reduction in the Executive's level of participation
in any of the Company's short- and/or long-term incentive
compensation plans, or employee benefit or retirement plans,
policies, practices, or arrangements in which the Executive
participates from the levels in place during the fiscal year
immediately preceding the Change in Control; provided, however,
that reductions in the levels of participation in any such plans
shall not be deemed to be "Good Reason" if the Executive's
reduced level of participation in each such program remains
substantially consistent with the average level of participation
of other executives who have positions commensurate with the
Executive's position;
(v) The failure of the Company to obtain a satisfactory agreement
from any successor to the Company to assume and agree to perform
this Agreement, as contemplated in Article 9 herein; or
(vi) Any termination of Executive's employment by the Company that is
not effected pursuant to a Notice of Termination.
The existence of Good Reason shall not be affected by the Executive's
temporary incapacity due to physical or mental illness not
constituting a Disability. The Executive's Retirement shall constitute
a waiver of the Executive's rights with respect to any circumstance
constituting Good Reason. The Executive's continued employment shall
not constitute a waiver of the Executive's rights with respect to any
circumstance constituting Good Reason.
(q) "NOTICE OF TERMINATION" shall mean a written notice which shall
indicate the specific termination provision in this Agreement relied
upon, and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the
Executive's employment under the provision so indicated.
(r) "PERSON" shall have the meaning ascribed to such term in
Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and
14(d) thereof, including a "group" as provided in Section 13(d).
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(s) "POTENTIAL CHANGE IN CONTROL" of the Company means the happening of
any of the following:
(i) the entering into an agreement by the Company, the consummation
of which would result in a Change of Control of the Company as
defined in paragraph (g) of this Article 2; or
(ii) the acquisition of beneficial ownership, directly or indirectly,
by any entity, person or group (other than a Participant or
group of Participants, the Company or a subsidiary, or any
employee benefit plan of the Company including its trustee) of
securities of the Company representing fifteen percent (15%) or
more of the combined voting power of the Company's outstanding
securities and the adoption by the Board of Directors of a
resolution to the effect that a Potential Change of Control of
the Company has occurred for purposes of the Plan.
(t) "QUALIFYING TERMINATION" means any of the events described in
Section 3.2 herein, the occurrence of which triggers the payment of
Severance Benefits hereunder.
(u) "SEC" means the United States Securities and Exchange Commission.
(v) "SECTION 16 GRANTEE" means a person subject to potential liability
with respect to equity securities of the Company under Section 16(b)
of the Exchange Act.
(w) "SEVERANCE BENEFITS" means the payment of severance compensation as
provided in Section 3.3 herein.
(x) "STOCK" means common stock of the Company, par value $1.00 per share.
(y) "VOTING POWER" of a corporation or other entity means the combined
voting power of the then-outstanding voting securities of such
corporation or other entity entitled to vote generally in the election
of directors.
ARTICLE 3. SEVERANCE BENEFITS
3.1 RIGHT TO SEVERANCE BENEFITS. The Executive shall be entitled to
receive from the Company Severance Benefits, as described in Section 3.3 herein,
if a Qualifying Termination of the Executive has occurred.
The Executive shall not be entitled to receive Severance Benefits if he is
terminated for Cause, or if his employment with the Company ends due to death or
Disability or due to a voluntary termination of employment by the Executive
without Good Reason.
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3.2 QUALIFYING TERMINATION. The occurrence of any one or more of the
following events shall trigger the payment of Severance Benefits to the
Executive under this Agreement:
(a) An involuntary termination of the Executive's employment by the
Company for reasons other than Cause within six (6) months preceding
or within twenty-four (24) calendar months following a Change in
Control of the Company 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
Executive by the Company; or
(b) A voluntary termination by the Executive for Good Reason within
twenty-four (24) calendar months following a Change in Control of the
Company pursuant to a Notice of Termination delivered to the Company
by the Executive.
3.3 DESCRIPTION OF SEVERANCE BENEFITS. In the event the Executive becomes
entitled to receive Severance Benefits, as provided in Sections 3.1 and 3.2
herein, the Company shall pay to the Executive and provide him with all of the
following:
(a) An amount equal to three times the sum of the Executive's Base Salary
in effect at the Effective Date of Termination (without regard to any
decreases therein which constitute Good Reason) plus the Executive's
Bonus.
(b) An amount equal to the Executive's unpaid Base Salary, accrued
vacation pay, and earned but not taken vacation pay through the
Effective Date of Termination.
(c) An amount equal to the Executive's Bonus multiplied by a fraction, the
numerator of which is the number of days the Executive was employed by
the Company in the then-existing fiscal year through the Effective
Date of Termination, and the denominator of which is three hundred
sixty-five (365) less, in the case of an Executive who began
employment with the Company after the beginning of the fiscal year,
the number of days from the beginning of the fiscal year to the date
the Executive commenced employment with the Company.
(d) A continuation of the welfare benefits of health care, life and
accidental death and dismemberment, and disability insurance coverage
for three full years after the Effective Date of Termination. These
benefits shall be provided to the Executive at the same premium cost,
and at the same coverage level, as in effect as of the Executive's
Effective Date of Termination. However, in the event the premium cost
and/or level of coverage shall change for all employees of the
Company, or for
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management employees with respect to supplemental benefits, the cost
and/or coverage level, likewise, shall change for the Executive in a
corresponding manner.
The continuation of these welfare benefits shall be discontinued prior
to the end of the three year period to the extent the Executive has
available substantially similar benefits at a comparable cost from a
subsequent employer, as determined by the Committee.
(e) In a single payment an amount in cash equal to the excess of (i) the
Supplemental Retirement Benefit (as defined below) had (x) the
Executive remained employed by the Company for an additional three
complete years of age and credited service, (y) his or her annual
compensation during such period been equal to his or her Base Salary
and Bonus taken into account under Section 3.3(a) above; and (z) he or
she been fully (100%) vested in his or her benefit under each defined
benefit retirement plan in which the Executive was a participant, over
(ii) the lump sum actuarial equivalent of the aggregate retirement
benefit the Executive is actually entitled to receive under such
defined benefit retirement plans. For purposes of this subsection
(e), the "Supplemental Retirement Benefit" shall mean the lump sum
actuarial equivalent of the aggregate retirement benefit the Executive
would have been entitled to receive under the Company's supplemental
and other defined benefit retirement plans.
(f) In a single payment, an amount in cash equal to three times the amount
of the Company's employer contributions made on behalf of the
Executive under all defined contribution plans of the Company for the
plan year immediately preceding the Effective Date of Termination (or,
if higher, for the plan year immediately prior to the Change in
Control).
(g) In a single payment, an amount in cash equal to: the number of the
Executive's shares underlying options unexercised and not exercisable
pursuant to the plan under which they were granted ("Unexercisable
Shares"); times the difference between
(i) the Date of Termination Share Price; and
(ii) the per share option price of such Unexercisable Shares,
provided, that a payment pursuant to this Subsection 3.3(g)
shall be made only if (i) minus (ii) is a positive number.
Compensation which has been deferred under the Company's deferred
compensation plans, together with all interest that has been credited with
respect to any such deferred compensation balances, shall be distributed
pursuant to the terms of the applicable plan.
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3.4 TERMINATION FOR DISABILITY. Following a Change in Control of the
Company, if an Executive's employment is terminated due to Disability, the
Executive shall receive his Base Salary through the date of termination, at
which point in time the Executive's benefits shall be determined in accordance
with the Company's disability, retirement, insurance, and other applicable plans
and programs then in effect. In the event the Executive's employment is
terminated due to Disability, the Executive shall not be entitled to the
Severance Benefits described in Section 3.3.
3.5 TERMINATION FOR DEATH. Following a Change in Control of the Company,
if the Executive's employment is terminated by reason of his death, the
Executive's benefits shall be determined in accordance with the Company's
retirement, survivor's benefits, insurance, and other applicable programs of the
Company then in effect. In the event the Executive's employment is terminated by
reason of his death, the Executive shall not be entitled to the Severance
Benefits described in Section 3.3.
3.6 TERMINATION FOR CAUSE, OR OTHER THAN FOR GOOD REASON. Following a
Change in Control of the Company, if the Executive's employment is terminated
either (a) by the Company for Cause; or (b) by the Executive (other than for
Good Reason or under circumstances giving rise to a Qualifying Termination
described in Section 3.2(c) herein), the Company shall pay the Executive his
full Base Salary and accrued vacation through the date of termination, at the
rate then in effect, plus all other amounts to which the Executive is entitled
under any compensation and benefit plans of the Company, at the time such
payments are due, and the Company shall have no further obligations to the
Executive under this Agreement.
3.7 NOTICE OF TERMINATION. Any termination of employment by the Executive
for Good Reason shall be communicated by a Notice of Termination.
ARTICLE 4. FORM AND TIMING OF SEVERANCE BENEFITS
4.1 FORM AND TIMING OF SEVERANCE BENEFITS. The Severance Benefits
described in Sections 3.3(a), 3.3(b), 3.3(c), 3.3(e), 3.3(f) and 3.3(g) herein
shall be paid in cash to the Executive in a single lump sum as soon as
practicable following the Effective Date of Termination, but in no event beyond
thirty (30) days from such date.
4.2 WITHHOLDING OF TAXES. The Company shall be entitled to withhold from
any amounts payable under this Agreement all taxes as legally shall be required
(including, without limitation, any United States federal taxes and any other
state, city, or local taxes).
ARTICLE 5. EXCISE TAX EQUALIZATION PAYMENT
5.1 EXCISE TAX EQUALIZATION PAYMENT. In the event that the Executive
becomes entitled to Severance Benefits or any other payment or benefit under
this Agreement, or under any other agreement with or plan of the Company (in the
aggregate, the "Total
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Payments"), if all or any part of the Total Payments will be subject to the tax
(the "Excise Tax") imposed by Section 4999 of the Code (or any similar tax that
may hereafter be imposed), the Total Payments paid to the Executive shall be
reduced, such that the value of the aggregate payments that the Executive
receives shall be one dollar ($1) less than the maximum amount which the
Executive may receive without becoming subject to the tax imposed by
Section 4999 of the Code, or which the Company may pay without loss of deduction
under Section 280G(a) of the Code.
Notwithstanding the preceding paragraph, the Company shall pay to the
Executive in cash an additional amount (the "Gross-Up Payment") such that the
net amount retained by the Executive after deduction of any Excise Tax upon the
Total Payments and any federal, state, and local income and employment tax,
penalties, interest, and Excise Tax upon the Gross-Up Payment provided for by
this Section 5.1 (including FICA and FUTA), shall be equal to the Total
Payments, IF AND ONLY IF such Gross-Up Payment would enable the Executive to
receive an amount which would exceed by at least ten percent (10%) the Total of
Payments reduced as described in the preceding paragraph. Any such payment
shall be made by the Company to the Executive as soon as practical following the
Effective Date of Termination, but in no event beyond thirty (30) days from such
date.
5.2 TAX COMPUTATION. All calculations done pursuant to subsection 5.1,
shall be made and determined by the auditing firm which served as the Company's
independent auditors immediately prior to the Change in Control.
For purposes of determining the amount of the Gross-Up Payment, the Executive
shall be deemed to pay federal income taxes at the highest marginal rate of
federal income taxation in the calendar year in which the Gross-Up Payment is to
be made, and state and local income taxes at the highest marginal rate of
taxation in the state and locality of the Executive's residence on the Effective
Date of Termination, net of the maximum reduction in federal income taxes which
could be obtained from deduction of such state and local taxes.
The Executive shall notify the Company immediately of the assertion by any
taxing authority of any underpayment of tax. The Executive and the Company
shall each reasonably cooperate with the other in connection with any
administrative or judicial proceedings concerning the existence or amount of
liability for Excise Tax with respect to the Total Payments and in resolving any
dispute with any taxing authority regarding any asserted underpayment of Excise
Tax.
5.3 SUBSEQUENT RECALCULATION. In the event the Internal Revenue Service
adjusts the computation of the Company under Section 5.2 herein so that the
Executive did not receive the greatest net benefit, the Company shall reimburse
the Executive for the full amount necessary to make the Executive whole, plus a
market rate of interest, as determined by the Committee.
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In the event the Internal Revenue Service adjusts the computation of the
Company under Section 5.2 herein so that the Executive is not required to submit
the full Gross-Up Payment, the Executive shall repay to the Company such portion
of the Gross-Up Payment as shall exceed the amount of federal, state, and local
taxes actually determined to be owed. Such repayment shall be made within twenty
(20) days of the date the actual refund or credit of such portion has been made
to Executive and that Executive shall pay the Company such interest received or
credited to Executive by such tax authority for the period it held such portion.
ARTICLE 6. THE COMPANY'S PAYMENT OBLIGATION
6.1 PAYMENT OBLIGATIONS ABSOLUTE. The Company's obligation to make the
payments and the arrangements provided for herein shall be absolute and
unconditional, and shall not be affected by any circumstances, including,
without limitation, any offset, counterclaim, recoupment, defense, or other
right which the Company may have against the Executive or anyone else. All
amounts payable by the Company hereunder shall be paid without notice or demand.
Except as provided in Section 5.3 above, each and every payment made hereunder
by the Company shall be final, and the Company shall not seek to recover all or
any part of such payment from the Executive or from whomsoever may be entitled
thereto, for any reasons whatsoever.
Notwithstanding anything else herein to the contrary, however, if the Company
(or any subsidiary or affiliate of the Company) is obligated by law to pay to
the Executive severance pay, a termination indemnity, notice pay, or the like,
or is obligated by law to provide to the Executive advance notice of separation
("Notice Period"), then any Severance Benefits hereunder shall be reduced by the
amount of any such severance pay, termination indemnity, notice pay or the like,
as applicable, and by the amount of any compensation received during any Notice
Period.
The Executive shall not be obligated to seek other employment in mitigation
of the amounts payable or arrangements made under any provision of this
Agreement, and the obtaining of any such other employment shall in no event
effect any reduction of the Company's obligations to make the payments and
arrangements required to be made under this Agreement, except to the extent
provided in Section 3.3(d) herein.
6.2 CONTRACTUAL RIGHTS TO BENEFITS. This Agreement establishes and vests
in the Executive a contractual right to the benefits to which he or she is
entitled hereunder. However, nothing herein contained shall require or be deemed
to prohibit the Company to segregate, earmark, or otherwise set aside any funds
or other assets, in trust or otherwise, to provide for any payments to be made
or required hereunder.
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ARTICLE 7. COVENANTS OF THE EXECUTIVE
7.1 DISCLOSURE OF INFORMATION. The Executive recognizes that he or she has
access to and knowledge of certain confidential and proprietary information of
the Company which is essential to the performance of his or her duties as an
employee of the Company. The Executive will not, during or after the term of his
or her employment by the Company, in whole or in part, disclose such information
to any person, firm, corporation, association, or other entity for any reason or
purpose whatsoever, nor shall he or she make use of any such information for
their own purposes.
7.2 COVENANTS REGARDING OTHER EMPLOYEES. During the term of this
Agreement, and for a period of two (2) years following the payment of Severance
Benefits under this Agreement, the Executive agrees not to:
(a) attempt to induce any employee of the Company to (i) terminate his or
her employment with the Company, or (ii) accept employment with any
competitor of the Company; or
(b) interfere in a similar manner with the business of the Company.
ARTICLE 8. LEGAL REMEDIES
8.1 PAYMENT OF LEGAL FEES. To the extent permitted by law, the Company
shall pay all reasonable legal fees, costs of litigation or arbitration,
prejudgment interest, and other expenses incurred in good faith by the Executive
as a result of:
(a) the Company's refusal to provide the Severance Benefits to which the
Executive becomes entitled under this Agreement, or
(b) the Company's contesting the validity, enforceability, or
interpretation of this Agreement, or
(c) any conflict between the parties pertaining to this Agreement.
8.2 ARBITRATION. Any dispute or controversy arising under or in connection
with this Agreement may, at the sole election of the Executive, be settled by
arbitration, conducted before a panel of three (3) arbitrators sitting in a
location selected by the Executive within fifty (50) miles from the location of
his employment with the Company, in accordance with the rules of the American
Arbitration Association then in effect.
Judgment may be entered on the award of the arbitrator in any court having
proper jurisdiction. All expenses of such arbitration, including the fees and
expenses of the counsel for the Executive, shall be borne by the Company.
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ARTICLE 9. SUCCESSORS AND ASSIGNMENT
9.1 SUCCESSORS TO THE COMPANY. The Company will require any successor
(whether direct or indirect, by purchase, merger, consolidation, a similar
business combination transaction or otherwise) of all or substantially all of
the business and/or assets of the Company or of any division or subsidiary
thereof to expressly assume and agree to perform the Company's obligations under
this Agreement in the same manner and to the same extent that the Company would
be required to perform them if no such succession had taken place. The date on
which any such succession becomes effective shall be deemed to be the date of
the Change in Control.
9.2 ASSIGNMENT BY THE EXECUTIVE. This Agreement shall inure to the benefit
of and be enforceable by the Executive's personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees, and
legatees. If the Executive dies while any amount would still be payable to him
hereunder had he continued to live, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Agreement to the
Executive's Beneficiary. If the Executive has not named a Beneficiary, then such
amounts shall be paid to the Executive's devisee, legatee, or other designee, or
if there is no such designee, to the Executive's estate.
ARTICLE 10. MISCELLANEOUS
10.1 EMPLOYMENT STATUS. Except as may be provided under any other agreement
between the Executive and the Company, the employment of the Executive by the
Company is "at will," and may be terminated by either the Executive or the
Company at any time, subject to applicable law.
10.2 BENEFICIARIES. The primary and/or contingent beneficiaries designated
by the Executive pursuant to Company-provided life insurance benefits shall be
the persons or entities who or which are the Beneficiaries of any Severance
Benefits owing to the Executive under this Agreement.
10.3 SEVERABILITY. In the event any provision of this Agreement shall be
held illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining parts of the Agreement, and the Agreement shall be
construed and enforced as if the illegal or invalid provision had not been
included. Further, the captions of this Agreement are not part of the provisions
hereof and shall have no force and effect.
10.4 MODIFICATION. No provision of this Agreement may be modified, waived,
or discharged unless such modification, waiver, or discharge is agreed to in
writing and signed by the Executive and by an authorized member of the
Committee, or by the respective parties' legal representatives and successors.
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10.5 APPLICABLE LAW. TO THE EXTENT NOT PREEMPTED BY THE LAWS OF THE UNITED
STATES OR ANY OTHER LAW MANDATORILY APPLYING TO THE EXECUTIVE'S EMPLOYMENT, THE
LAWS OF THE STATE OF ILLINOIS SHALL BE THE CONTROLLING LAW IN ALL MATTERS
RELATING TO THIS AGREEMENT.
IN WITNESS WHEREOF, the parties have executed this Agreement on this
day of________________ 2000.
DEERE & COMPANY EXECUTIVE:
By:________________________ ________________________
Its:________________________ Name:___________________
Attest
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APPENDIX A
TIER I EMPLOYEES
H. W. Becherer
J. J. Jenkins
J. R. Jenkins
N. J. Jones
F. F. Korndorf
R. W. Lane
P. E. Leroy
J. K. Lawson
H. J. Markley
M. P. Orr
15
