EXHIBIT 10.15
DEERE & COMPANY
1993 NONEMPLOYEE DIRECTOR
STOCK OWNERSHIP PLAN
LOGO
FEBRUARY 24, 1993
AMENDED MAY 25, 1994
RESTATED FEBRUARY 1, 1996
AMENDED AUGUST 25, 1999
ARTICLE 1. ESTABLISHMENT, PURPOSE, AND DURATION
1.1 ESTABLISHMENT OF THE PLAN
Deere & Company, a Delaware corporation, hereby establishes an incentive
compensation plan to be known as the "1993 Deere & Company Nonemployee
Director Stock Ownership Plan" (the "Plan"), as set forth in this
document. The Plan provides for the grant of Restricted Stock to
Nonemployee Directors, subject to the terms and provisions set forth
herein.
Upon approval by the Board of Directors of the Company, subject to
ratification within six (6) months by an affirmative vote of a majority
of Shares, the Plan shall become effective as of February 24, 1993 (the
"Effective Date"), and shall remain in effect as provided in Section 1.3
herein. Each amendment to the Plan shall become effective as of the date
set forth in such amendment.
1.2 PURPOSE OF THE PLAN
The purpose of the Plan is to further the growth, development, and
financial success of the Company by strengthening the Company's ability
to attract and retain the services of experienced and knowledgeable
Nonemployee Directors by enabling them to participate in the Company's
growth and by linking the personal interests of Nonemployee Directors to
those of Company shareholders.
1.3 DURATION OF THE PLAN
The Plan shall commence on the Effective Date and shall remain in effect,
subject to the right of the Board of Directors to terminate the Plan at
any time pursuant to Article 8 herein, until all Shares subject to it
have been acquired according to the Plan's provisions. However, in no
event may an Award be granted under the Plan on or after February 28,
2002.
ARTICLE 2. DEFINITIONS
2.1 DEFINITIONS
Whenever used in the Plan, the following terms shall have the meaning set
forth below:
(a) "Award" means a grant of Restricted Stock under the Plan.
(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) "Board" or "Board of Directors" means the Board of Directors of the
Company, and includes a committee of the Board of Directors designated
by the Board to administer part or all of the Plan.
(d) "Change in Control" of the Company shall be deemed to have occurred as
of the first day that any one or more of the following conditions shall
have been satisfied:
(1) Any person as the term is defined 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) (but not
including the Company, any subsidiary of the Company, a
trustee or other fiduciary holding securities under an
employee benefit plan of the Company or of any subsidiary of
the Company, or any person or entity organized or established
by the Company in connection with or pursuant to any such
benefit plan), becomes the Beneficial Owner, directly or
indirectly, of securities of the Company representing thirty
percent (30%) or more of the combined voting power of the
Company's then outstanding securities, PROVIDED, that there
shall not be included among the securities as to which any
person is a Beneficial Owner securities as to which the power
to vote arises by virtue of proxies solicited by the
management of the Company;
(2) During any period of two (2) consecutive years (not including
any period prior to the Effective Date), individuals who at
the beginning of such period constitute the Board (and any new
Director, whose election by the Company's shareholders was
approved by a vote of at least two-thirds (2/3) of the
Directors then still in office who either were Directors at
the beginning of the period or whose election or nomination
for election was so approved), cease for any reason to
constitute a majority thereof;
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(3) The shareholders of the Company approve: (A) a plan of
complete liquidation of the Company; or (B) an agreement for
the sale or disposition of all or substantially all the
Company's assets; or (C) a merger, consolidation, or
reorganization of the Company with or involving any other
corporation, other than a merger, consolidation, or
reorganization that would result in the voting securities of
the Company outstanding immediately prior thereto continuing
to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity), at
least eighty percent (80%) of the combined voting power of the
voting securities of the Company (or such surviving entity)
outstanding immediately after such merger, consolidation, or
reorganization.
(e) "Code" means the Internal Revenue Code of 1986, as amended from time to
time.
(f) "Company" means Deere & Company, a Delaware corporation, (including any
and all subsidiaries), or any successor thereto as provided in Section
9.7 herein.
(g) "Director" means any individual who is a member of the Board of
Directors of the Company.
(h) "Disability" means a permanent and total disability, within the meaning
of Code Section 22(e)(3).
(i) "Employee" means any full-time, nonunion, salaried employee of the
Company.
(j) "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor Act thereto.
(k) "Fair Market Value" as it relates to common stock of the Company on any
given date means (i) the mean of the high and low sales prices of the
common stock of the Company as reported by the Composite Tape of the
New York Stock Exchange (or, if not so reported, on any domestic stock
exchanges on which the common stock is then listed); or (ii) if the
Company's common stock is not listed on any domestic stock exchange,
the mean of the high and low sales prices of the Company's 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 Company's Board of
Directors or the Committee.
(l) "Nonemployee Director" means any individual who is a member of the
Board of Directors of the Company, but who is not otherwise an Employee
of the Company.
(m) "Restricted Stock" or "Restricted Share" means Shares granted to a
Nonemployee Director pursuant to Article 6.
(n) "Shares" means the shares of common stock of the Company, $1.00 par
value.
ARTICLE 3. ADMINISTRATION
3.1 THE BOARD OF DIRECTORS
The Plan shall be administered by the Board of Directors of the Company,
subject to the restrictions set forth in the Plan.
3.2 ADMINISTRATION BY THE BOARD
The Board shall have the full power, discretion, and authority to
interpret and administer the Plan in a manner which is consistent with
the Plan's provisions. However, in no event shall the Board have the
power to determine Plan eligibility, or to determine the amount, the
price, or the timing of Awards to be made under the Plan (all such
determinations are automatic pursuant to the provisions of the Plan). Any
action taken by the Board with respect to the administration of the Plan
which would result in any Nonemployee Director ceasing to be a
"disinterested person" within the meaning of Rule 16b-3 under the
Exchange Act shall be null and void.
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3.3 DECISIONS BINDING
All determinations and decisions made by the Board pursuant to the
provisions of the Plan and all related orders or resolutions of the Board
of Directors shall be final, conclusive, and binding on all persons,
including the Company, its shareholders, Employees, Nonemployee
Directors, and their estates and beneficiaries.
ARTICLE 4. SHARES SUBJECT TO THE PLAN
4.1 NUMBER OF SHARES
Subject to adjustment as provided in Section 4.3 herein, the total number
of Shares available for grant under the Plan may not exceed 90,000.
4.2 LAPSED AWARDS
If any Shares granted under this Plan terminate, expire, or lapse for any
reason, such Shares again shall be available for grant under the Plan.
However, in the event that prior to an Award's termination, expiration,
or lapse, the holder of the Award at any time received one or more
"benefits of ownership" pursuant to such Award (as defined by the
Securities and Exchange Commission, pursuant to any rule or
interpretation promulgated under Section 16 of the Exchange Act), the
Shares subject to such Award shall not be made available for regrant
under the Plan.
4.3. ADJUSTMENTS IN AUTHORIZED SHARES
In the event of any merger, reorganization, consolidation,
recapitalization, liquidation, stock dividend, split-up, Share
combination, or other change in the corporate structure of the Company
affecting the Shares, the Board may make such adjustments to outstanding
Awards to prevent dilution or enlargement of rights; provided, however,
that no such adjustment shall be made if the adjustment may cause the
Plan to cease to be a formula plan within the meaning of Rule 16b-3 under
the Exchange Act.
ARTICLE 5. PARTICIPATION
5.1 PARTICIPATION
Persons participating in the Plan shall include, and be limited to, all
Nonemployee Directors of the Company.
ARTICLE 6. RESTRICTED STOCK
6.1 ANNUAL AWARDS
An annual Award of Restricted Shares to each Nonemployee Director will be
made automatically as of the date one week following the date of the
annual meeting for the election of Directors in an amount equivalent to
$60,000 based on the Fair Market Value of common stock of the Company.
Although the period of service shall run from the date of the annual
meeting, the grant date shall be one week following the annual meeting to
permit the dissemination to the market of information coming out of such
meeting. Restricted shares previously granted to the Nonemployee Director
for the same period shall be deducted from such Award.
6.2 PARTIAL AWARDS
Upon the effective date of any amendment in the amount of any Award, each
Nonemployee Director shall receive a partial Award calculated as if the
Nonemployee Director were serving a partial term as provided in Section
6.3, below, provided that the Fair Market Value shall be determined as of
the grant date one week following the effective date of the Award.
Restricted shares previously granted to the Nonemployee Director for the
same period shall be deducted from such Award.
6.3 PARTIAL TERMS
A Nonemployee Director who is elected by the Board to fill a vacancy
between annual meetings shall automatically be granted a pro rata portion
of the number of Restricted Shares awarded to Nonemployee Directors as of
the date of the most recent annual meeting. Such prorated number of
shares shall be determined by multiplying the number of Restricted Shares
awarded as of the date of the most recent annual meeting by a fraction,
the numerator of which is the number of days remaining until the date of
the next annual meeting for the election of Directors, and the
denominator of which is the number of days between such annual meetings.
6.4 CUSTODY AND TRANSFERABILITY
The Shares awarded to a Nonemployee Director may not be sold, pledged,
assigned, transferred, gifted, or otherwise alienated or hypothecated
until such time as the restrictions with respect to such Shares have
lapsed as provided herein. At the time Restricted
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Shares are awarded to a Nonemployee Director, shares representing the
appropriate number of Restricted Shares shall be registered in the name of the
Nonemployee Director but shall be held by the Company in custody for the account
of such person. As Restrictions lapse on Shares upon death, Disability or
retirement as contemplated by Section 6.8, certificates therefor will be
delivered to the Participant.
6.5 OTHER RESTRICTIONS
The Company may impose such other restrictions on any Shares granted
pursuant to the Plan as it may deem advisable including, without
limitation, restrictions intended to achieve compliance with the
Securities Act of 1933, as amended, with the requirements of any stock
exchange upon which such Shares or Shares of the same class are then
listed, and with any blue sky or securities laws applicable to such
Shares. Shares delivered upon death, Disability or retirement as
contemplated by Section 6.8 may bear such legends, if any, as the Board
shall specify.
6.6 VOTING RIGHTS
Participants granted Restricted Stock hereunder shall have full voting
rights on such Shares.
6.7 DIVIDEND RIGHTS
Participants granted Restricted Stock hereunder shall have full dividend
rights, with such dividends being paid to Participants. If all or part of
a dividend is paid in Shares, the Shares shall be held by the Company
subject to the same restrictions as the Restricted Stock that is the
basis for the dividend.
6.8 TERMINATION OF SERVICE FROM BOARD
The restrictions provided for in Sections 6.4 and 6.5 shall remain in
effect until, and shall lapse only upon, the termination of a Nonemployee
Director's service as a Director by reason of death, Disability, or
retirement from the board, and the Shares shall thereafter be delivered
to the Nonemployee Director or the decedent's beneficiary as designated
pursuant to Section 9.3.
In the event the Nonemployee Director's service as a Director is
terminated for any other reason, including, without limitation, any
involuntary termination on account of (a) fraud or intentional
misrepresentation, or (b) embezzlement, misappropriation, or conversion
of assets or opportunities of the Company, all Restricted Shares awarded
to such Nonemployee Director prior to the date of termination shall be
immediately forfeited and returned to the Company.
6.9 TAX WITHHOLDING
The Company shall have the right under this plan to collect cash from
Nonemployee Directors in an amount necessary to satisfy any Federal,
state or local withholding tax requirements. Any Nonemployee Director may
elect to satisfy withholding, in whole or in part, by having the Company
withhold shares of common stock having a value equal to the amount
required to be withheld.
ARTICLE 7. CHANGE IN CONTROL
7.1 CHANGE IN CONTROL
Notwithstanding the provisions of Article 6 herein, in the event of a
Change in Control, any and all restrictions on Restricted Shares shall
lapse as of the date of the Change in Control, and the Company shall
deliver new certificates for such Restricted Shares which do not contain
the legend of restrictions required by Section 6.5.
ARTICLE 8. AMENDMENT, MODIFICATION, AND TERMINATION
8.1 AMENDMENT, MODIFICATION AND TERMINATION
Subject to the terms set forth in this Section 8.1, the Board may
terminate, amend, or modify the Plan at any time and from time to time;
provided, however, that the provisions set forth in the Plan regarding
the amount, the price or the timing of Awards to Nonemployee Directors
may not be amended more than once every six (6) months, other than to
comport with changes in the Internal Revenue Code, the Employee
Retirement Income Security Act, or the rules thereunder.
Without such approval of the shareholders of the Company as may be
required by the Code, by the rules of Section 16 of the Exchange Act, by
any national securities exchange or system on which the Shares are then
listed or reported, or by a regulatory body having jurisdiction with
respect hereto, no such termination, amendment or modification may:
(a) Materially increase the total number of Shares which may be available
for grants of Awards
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under the Plan, except as provided in Section 4.3 herein; or
(b) Materially modify the requirements with respect to eligibility to
participate in the Plan; or
(c) Materially increase the benefits accruing to Nonemployee Directors
under the Plan.
8.2 AWARDS PREVIOUSLY GRANTED
Unless required by law, no termination, amendment or modification of the
Plan shall materially affect, in an adverse manner, any Award previously
granted under the Plan, without the consent of the Nonemployee Director
holding the Award.
ARTICLE 9. MISCELLANEOUS
9.1 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.
9.2 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.
9.3 BENEFICIARY DESIGNATION
Each Nonemployee Director 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 the
event of his or her death. Each designation will revoke all prior
designations by the same Nonemployee Director, and will be effective only
when filed by the Nonemployee Director in writing with the Board during
his or her lifetime. In the absence of any such designation, benefits
remaining unpaid at the Nonemployee Director's death shall be paid to the
Nonemployee Director's estate.
9.4 NO RIGHT OF NOMINATION
Nothing in the Plan shall be deemed to create any obligation on the part
of the Board to nominate any Nonemployee Director for reelection by the
Company's shareholders.
9.5 SHARES AVAILABLE
The Shares made available pursuant to Awards under the Plan may be either
authorized but unissued Shares, or Shares which have been or may be
reacquired by the Company, as determined from time to time by the Board.
9.6 ADDITIONAL COMPENSATION
Shares granted under the Plan shall be in addition to any annual
retainer, attendance fees, or other compensation payable to each
Nonemployee Director as a result of his or her service on the Board.
9.7 SUCCESSORS
All obligations of the Company under the Plan, with respect to Awards
granted hereunder, shall be binding on 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.
9.8 REQUIREMENTS OF LAW
The granting of Awards under the Plan 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.
9.9 GOVERNING LAW
To the extent not preempted by Federal law, the Plan, and all agreements
hereunder, shall be construed in accordance with and governed by the laws
of the State of Delaware.
9.10 SECURITIES LAW COMPLIANCE
With respect to any Nonemployee Directors subject to Section 16 of the
Exchange Act, transactions under the Plan are intended to comply with all
applicable conditions of Rule 16b-3 or its successors under the Exchange
Act. To the extent any provision of the Plan or action by the Board fails
to so comply, it shall be deemed null and void to the extent permitted by
law and deemed advisable by the Board.
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