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EXHIBIT 10.13
JOHN DEERE DEFINED CONTRIBUTION RESTORATION PLAN
EFFECTIVE 1 JANUARY 1997
AMENDED: 12 January 2000
EFFECTIVE: 1 January 2000
AMENDED: 28 November 2000
EFFECTIVE: 1 January 2001
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TABLE OF CONTENTS
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ARTICLE I. ESTABLISHMENT, PURPOSE AND CONSTRUCTION
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1.1 Establishment 1
1.2 Purpose 1
1.3 Effective Date and Plan Year 1
1.4 Application of Plan 1
1.5 Construction 2
ARTICLE II. PARTICIPATION
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2.1 Eligibility to Participate 3
2.2 Effect of Transfer 3
2.3 Beneficiaries 3
ARTICLE III. CONTRIBUTIONS
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3.1 Salary Deferral Allocations 4
3.2 Employer Matching Allocations 4
3.3 Deferral Elections 4
3.4 FICA Tax 4
ARTICLE IV. ACCOUNTS AND RATE OF RETURN
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4.1 Participant Accounts 5
4.2 Rate of Return 5
4.3 Electing a Rate of Return 5
4.4 Qualified Domestic Relations Orders 5
ARTICLE V. VESTING
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5.1 Vested Interest 6
5.2 Forfeiture of Non-Vested Balances 6
ARTICLE VI. DISTRIBUTIONS
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6.1 Time and Manner 7
6.2 Election 7
6.3 form of Distribution 7
ARTICLE VII. ADMINISTRATION, AMENDMENT AND TERMINATION
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7.1 Employment Rights 8
7.2 Applicable Law 8
7.3 Non-Alienation 8
7.4 Withholding of Taxes 8
7.5 Unsecured Interest. Funding and Rights Against Assets 8
7.6 Effect on Other Benefit Plans 8
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7.7 Administration 8
7.8 Amendment, Modification or Termination 8
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JOHN DEERE DEFINED CONTRIBUTION RESTORATION PLAN
ARTICLE I. Establishment, Purpose and Construction
1.1 Establishment. Effective 1 January 1997, Deere & Company established the
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John Deere Restoration Plan (the "Plan") for the benefit of the salaried
employees on its United States payroll and the salaried employees of its United
States subsidiaries or affiliates that have adopted the John Deere Savings and
Investment Plan (the "SIP"). Deere & Company and its United States subsidiaries
and affiliates that have adopted the SIP (jointly the "Company") are also deemed
to have adopted this Plan.
1.2 Purpose. The Company maintains a defined contribution plan, known as the
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John Deere Savings and Investment Plan, which is intended to be a qualified
defined contribution plan which meets the requirements of Section 401(a) and
401(k) of the Internal Revenue Code of 1986 (the "Code"). Section 401(a)(17) of
the Code limits the amount of compensation paid to a participant in a qualified
defined contribution plan which may be taken into account in determining
contributions under such a plan. Section 402(g) of the Code limits the amount of
compensation a participant may defer in a qualified defined contribution plan.
Section 415 of the Code limits the amount which may be contributed under a
qualified defined contribution plan. This Plan is intended to restore
contributions which, when combined with the amount actually contributed under
the SIP, are reasonably comparable to the contributions which participants in
the SIP would have received under such plan if there were no limitations imposed
by Sections 401(a)(17), 402(g) and 415 of the Code.
When restoring contributions limited by Sections 401(a)(17) and 402(g) of the
Code, the Plan is intended to qualify as an unfunded deferred compensation plan
for a select group of management or highly compensated employees, within the
meaning of Sections 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement
Income Security Act of 1974 ("ERISA"). When restoring contributions limited by
Section 415 of the Code, the Plan is intended to qualify as an unfunded "excess
benefit plan," as defined in section 3(36) of ERISA and within the meaning of
Section 415 of the Code.
1.3 Effective Date and Plan Year. This Plan shall be effective 1 January 1997.
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The Plan Year shall be the twelve-month period beginning on 1 November of each
year and ending on 31 October of the following year with the exception of the
first Plan Year which will start 1 January 1997 and end 31 October 1997.
1.4 Application of Plan. The terms of this Plan are applicable only to eligible
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employees of the Company as described in Section 2.1 below who become eligible
to defer compensation hereunder on or after 1 January 1997.
1.5 Construction. Unless the context clearly indicates otherwise or unless
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specifically defined herein, all operative terms used in this Plan shall have
the meanings specified in the SIP and the words in the masculine gender shall be
deemed to include the feminine and neuter genders and the singular shall be
deemed to include the plural and vice versa.
ARTICLE II. PARTICIPATION
2.1 Eligibility to Participate. Any employee participating in the Contemporary
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SIP under Article III of the SIP whose salary deferral and matching contribution
under such plan are reduced by the limitation imposed by Sections 401(a)(17),
402(g) and 415 of the Code shall be eligible to participate in the Plan.
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2.2 Effect of Transfer. An employee who is a participant in this Plan and who
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ceases to be an eligible employee as described in Section 2.1 above shall cease
participation in the Plan; however, any past contributions and applicable
matching contributions will continue to be accounted for as elected by the
employee subject to Section 4.2 of this Plan provided such employee continues as
an employee on the United States payroll of the Company.
2.3 Beneficiaries. Beneficiaries under this Plan shall be determined in
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accordance with Section 8.6 of the SIP, however, beneficiaries for this Plan
shall be designated on a separate form and may be an individual or individuals
other than beneficiaries designated under the SIP.
ARTICLE III. CONTRIBUTIONS
3.1 Salary Deferral Allocations. Pursuant to a salary deferral agreement in
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force under the SIP any amount of contribution up to 6% of compensation that is
restricted by Section 401(a)(17), 402(g) and 415 of the Code shall be allocated
to a salary deferral account under this Plan.
3.2 Employer Matching Allocations. Employer matching contributions, if any,
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corresponding to salary deferral allocations under Section 3.1 above shall be
allocated to a matching account under this Plan. Employer matching contributions
under this Plan will be determined as shown in Article IV, Section 4.1 of the
SIP.
3.3 Deferral Elections. Effective 1 January 1997 or the first day of any
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subsequent month, an eligible employee may elect to defer compensation by
completing a written election no later than the last work day of any month
authorizing the Company to defer a percentage of compensation under Section 4.8
of the SIP provided however that such employee is participating in the
Contemporary SIP. Such election will remain in force until changed or revoked by
the employee or the employee ceases to be eligible to participate according to
Article II of this Plan.
3.4 FICA Tax. All salary deferral allocations are subject to FICA tax in the
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payroll period in which they are deferred. Such FICA taxes will be withheld as
necessary from the participant's compensation prior to any compensation deferral
under this Plan or the SIP.
ARTICLE IV. ACCOUNTS AND RATE OF RETURN
4.1 Participant Accounts. Bookkeeping accounts will be maintained for each
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participant under the Plan and shall be credited with a rate of return as
provided in Section 4.2 below. Such rate of return shall be credited as of the
end of each business day.
4.2 Rate of Return. The rate of return for a Participant's account shall be the
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average of Prime Rate plus two percent as determined by the Federal Reserve
statistical release for the month immediately preceding the month for which such
rate shall be credited to account balances for deferrals and Employer matching
allocations under this Plan.
Alternatively, a Participant may elect a rate of return equal to the average of
the S & P 500 Index for the month immediately preceding the month for which such
rate shall be credited to account balances for deferrals and Employer matching
allocations under this Plan.
4.3 Electing a Rate of Return. A Participant may elect a rate of return for
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existing and future account balances by directing the Recordkeeper between the
1/st/ and the 20/th/ day of the month prior to the beginning of the calendar
quarter for which the election is effective. A Participant may choose either of
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the above rates of return for any portion of the account in whole percentage
increments as long as the minimum value of transfer is $250 or more. The sum of
all such portions must equal 100%.
4.4 Qualified Domestic Relations Orders. In the event of a Qualified Domestic
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Relations Order, a separate account will be established for any qualified
alternate payee subject to Article V. No portion of the non-vested Employer
Matching Allocations or growth additions thereon may be assigned to the
Alternate Payee. The distribution option for an Alternate Payee will be a single
lump sum payment paid 180 days following notification of a Qualified Domestic
Relations Order in place of the Distribution Options shown in Section 6.3.
ARTICLE V. VESTING
5.1 Vested Interest. Pursuant to Section 4.4 above a Participant shall be fully
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vested in the portion of the account comprised of Salary Deferral Allocations
and growth additions thereon. Furthermore, the Participant shall be 100% vested
after attaining three years of service credit on the Employer Matching
Allocations and the growth additions thereon. In the event of a Qualified
Domestic Relations Order, no portion of non-vested Employer Matching Allocations
or the growth additions thereon may be assigned to the alternate payee.
5.2 Forfeiture of Non-Vested Balances. The Participant whose employment is
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terminated prior to three years of service credit shall forfeit all Employer
Matching Allocations and the growth additions thereon.
ARTICLE VI. DISTRIBUTIONS
6.1 Time and Manner.
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Distribution of a Participant's account shall commence as soon as practicable
after the valuation date at the end of the month following 30 days after the
Participant's termination of employment or 60 days following a Participant's
death in accordance with the election in 6.2 below and form of distribution
shown in 6.3. Termination of employment for the purposes of this Plan shall
include retirement and Long Term Disability status on or after 1 November 1998.
Distribution must begin no later than 1 January of the year following the year
the Participant reaches age 75.
6.2 Election. A Participant shall make an irrevocable election regarding the
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time and manner of distribution no later than 30 days following termination of
employment. Termination of employment for the purposes of this Plan shall
include retirement and Long Term Disability status on or after 1 November 1998.
If the Participant's employment is terminated by death, any eligible beneficiary
shall make such irrevocable election within 60 days following the Participant's
death. In the event of a Qualified Domestic Relations Order, an alternate payee
shall make such irrevocable election no later than 30 days following the
earliest to occur of the Participant's termination of employment or attainment
of age 50.
6.3 Form of Distribution.
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a. A single lump sum payment
b. A specified dollar amount each year until account balance reaches zero.
c. A decrementing yearly withdrawal over a specific period of time which
results in a zero account balance.
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In the event of the death of the Participant or a Qualified Domestic Relations
Order, such beneficiaries or the Alternate Payee must take distribution as a
single lump sum payment within 180 days following the event.
ARTICLE VII. ADMINISTRATION, AMENDMENT AND TERMINATION
7.1. Employment Rights. Nothing under this Plan shall be construed to give any
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employee the right to continue employment with the Company or to any benefits
not specifically provided herein.
7.2 Applicable Law. This Plan, to the extent it is not exempt therefrom, shall
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be governed and construed in accordance with the applicable provisions of ERISA.
To the extent not governed by ERISA, this Plan shall be governed and construed
in accordance with the laws of the State of Illinois, exclusive of conflict
laws.
7.3 Non-Alienation. Except as provided in Section 10.5 of the SIP and Section
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4.4 of this Plan, no right or benefit under this Plan shall be subject to
anticipation, alienation, sale, assignment, pledge, encumbrance or charge. No
right or benefit under this Plan shall in any manner be liable for or subject to
the debts, contracts, liabilities or torts of the person entitled to such
benefits except for such claims as may be made by the Company.
7.4 Withholding of Taxes. The Company, or its designee, may withhold from any
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payment of benefits under this Plan any income, employment or other taxes
required to be withheld, including any taxes for which the Company or its
designee may be liable with respect to the payment of such benefits.
7.5 Unsecured Interest, Funding and Rights Against Assets. No participant,
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surviving spouse, beneficiaries, or qualified alternate payee shall have any
interest whatsoever in any specific asset of the Company. To the extent that any
person acquires a right to receive payments under this Plan, such rights shall
be no greater than the right of any unsecured general creditor of the Company.
Account balances shall not be financed through a trust fund or insurance
contracts or otherwise unless owned by the Company. Payment of account balances
shall be paid in cash from the general funds of the Company. All expenses of
administering this Plan shall be borne by the Company.
7.6 Effect on Other Benefit Plans. Amounts payable under this Plan, including
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Employer matching allocations and growth additions, shall not be considered
compensation for purpose of any qualified or non-qualified retirement plan
maintained by the Company. The treatment of such amounts under any other plan of
the Company shall be determined under the provisions of such plan.
7.7 Administration. This Plan shall be administered by the Company (the
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"Administrator"). The Administrator shall have the power to construe and
interpret this Plan, decide all questions of eligibility and determine the
amount, manner, and time of payment of any benefits hereunder. All
determinations of the Administrator shall be final, binding, and conclusive on
all persons.
7.8 Amendment, Modification or Termination. The Board of Directors of the
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Company, or, by delegation, the Compensation Committee of the Company, may at
any time amend or modify this Plan in their sole discretion, provided that this
Plan shall not be amended or modified so as to reduce or diminish the accounts
of participant's or benefits then currently being paid to any participant,
surviving spouse, beneficiary, or former participant without such person's
consent. The power to terminate this Plan shall be reserved to the Board of
Directors of Deere & Company. The procedure for amendment or
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modification of the Plan by either the Board of Directors, or, to the extent so
authorized, the Compensation Committee of the Company, as the case may be, shall
consist of: the lawful adoption of a written amendment or modification to the
Plan by majority vote at a validly held meeting or by unanimous written consent,
followed by the filing of such duly adopted amendment or modification by the
Secretary with the official records of the Company.
7.9 Withdrawal from Plan. If an adopting subsidiary or affiliate which is
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participating in this Plan subsequently determines that it no longer wants to
participate in this Plan or have its employees participate in this Plan, that
subsidiary or affiliate must request permission from Deere & Company to withdraw
from participating in this Plan. If the Company grants such permission, such
subsidiary or affiliate will immediately thereafter cease to participate in this
Plan and its employees will cease to be participants in this Plan unless and
until such subsidiary or affiliate thereafter requests permission to again
participate in this Plan.
7.10 Definition of Subsidiary or Affiliate. In order for a subsidiary or
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affiliate of the Company to participate in this Plan, Deere & Company must own,
directly or indirectly, at least 80 percent of the outstanding stock of such
subsidiary or affiliate.
If during its affiliation with the Plan, a subsidiary or an affiliate's
ownership by the Company falls below the 80 percent required level, such
subsidiary or affiliate is automatically dropped from participation in this Plan
and its employees are similarly dropped from being participants in this Plan.
If a subsidiary or affiliate of Deere & Company which is covered by this Plan
ceases to be a subsidiary or affiliate, the participation in this Plan by the
employees of such subsidiary or affiliate shall terminate, and no employees of
such former affiliate or subsidiary shall accrue or be entitled to a benefit
under this Plan on and after the date such company ceases to be a subsidiary or
affiliate of Deere & Company (other than former employees who were receiving
benefit payments as of such date).
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