EXHIBIT 10.9
1991 JOHN DEERE STOCK OPTION PLAN
1. PURPOSE - The purpose of the Plan (Plan) is to increase
personal participation in the continued growth and financial success of Deere
& Company (Company) and its subsidiaries (the Company and its subsidiaries
being sometimes collectively called Deere corporations) by certain key
employees holding higher executive, administrative or professional positions.
2. ADMINISTRATION - The Plan shall be administered by and under
the direction of the Board Committee on Compensation (Committee), whose
interpretations of its terms and provisions shall be final and conclusive.
The Committee shall consist of two or more "outside directors" of the
Company, within the meaning of Section 162(m) of the Internal Revenue Code of
1986, as amended (Code) and each of whom are "disinterested persons" within
the meaning of Rule 16b-3(c)(2)(i) under the Securities Exchange Act of 1934.
3. GRANT OF OPTIONS AND STOCK APPRECIATION RIGHTS - The
Committee may from time to time on or prior to December 31, 2000 grant to key
employees (including employees who are directors or officers of the Company
or both) options to purchase common stock of the Company (sometimes called
options) exercisable at an option price fixed by the Committee but not less
than the fair market value of the shares on the date of grant.
The options and stock appreciation rights granted hereunder
may be either one or both of two series of options:
i. "A" OPTIONS - "A" options are intended to be incentive
stock options under Section 422 of the Code.
ii. "B" OPTIONS - All other options shall be deemed to be "B"
options and are intended to be non-statutory options not subject to Section
422 of the Code.
The Committee may also grant stock appreciation rights in
connection with any option under this Plan but not separately, either
concurrently with the grant of options or subsequently, subject to such
terms, conditions, limitations and restrictions as may be attached to a
particular stock appreciation right upon grant, exercisable in lieu of
exercise of all or part of the related option, without payment to the
Company, to receive (i) a number of shares equal in value (determined at the
date of exercise) to the amount by which the fair market value at the date of
exercise of the option shares for which the stock appreciation right is
exercised exceeds the option exercise price of such shares, or (ii) cash in
the amount of such value or (iii) a combination of both. The fair market
value of a fractional interest in a share shall be satisfied by payment of
cash.
All references to stock options under the Plan shall be
construed to include such stock appreciation rights, if any, as may be
granted in connection with a particular option.
4. NUMBER OF SHARES - The aggregate number of shares for which
options and stock appreciation rights may be granted under the Plan shall not
exceed 30,000,000, subject to adjustment as provided in Section 8. No
individual shall be granted more than 900,000 options in the aggregate under
the Plan during any calendar year. To the extent of an exercise of a stock
appreciation right, the related option shall be deemed, for purposes of the
Plan, to have been exercised for the entire number of option shares as to
which the stock appreciation right is exercised. Shares for which options and
stock appreciation rights are no
longer exercisable as a result of expiration, termination or cancellation
shall be available for subsequent grants.
Shares delivered upon exercise of options or stock
appreciation rights may be either authorized but unissued shares, or treasury
shares, or both, and all shares issued under the Plan shall be fully paid and
non-assessable.
5. DURATION AND EXERCISE - The term of each option and stock
appreciation right shall be determined by the Committee, but shall not extend
later than ten years after the date of grant of the option, and in the case
of a stock appreciation right, in no event later than the date of expiration
of the related option.
An option or stock appreciation right granted under this Plan
shall not be exercisable until one year from date of grant. Subject to any
conditions, limitations or restrictions included therein at time of grant, an
option or stock appreciation right shall thereafter be exercisable for the
full amount or any part thereof from time to time during its term. An option
or stock appreciation right may be exercised by delivering written notice to
the Company to the attention of the Committee at the principal executive
office of the Company, or at such other office as the Company may designate,
accompanied by payment in cash or in shares of the Company at their fair
market value on the date of exercise or both in full for any shares purchased
by exercise of the options.
Whenever an amount is required to be withheld by the Company
under applicable income tax laws or under the Federal Insurance Contributions
Act in connection with the exercise of an option, the optionee may satisfy
this obligation in whole or in part by electing (Election) to have the
Company withhold shares, provided that the amount withheld may not exceed the
maximum total of federal, state and local rates applicable to individuals.
The value of each withheld share shall be the fair market value on the date
that the amount of tax to be withheld shall be determined (Tax Date). Each
Election is irrevocable and must be made prior to, or on, the Tax Date. The
Committee may disapprove of any election or may suspend or terminate the
right to make Elections.
If the optionee is, or at any time within a period of less
than the preceding six months was, a director or an officer of the Company
than (1) no Election shall be effective for a Tax Date which occurs within
six months of the grant of the option, and (2) the Election must be made
either six months prior to the Tax Date or must be made during a period
beginning on the third business day and ending on the twelfth business day
following the date of the first release for publication of each quarterly or
annual summary statement of sales and earnings of the Company.
6. NON-TRANSFERABILITY - Except as provided below, no option or
stock appreciation right shall be transferable by the holder otherwise than
by will or the laws of descent and distribution, and each option or stock
appreciation right shall be exercisable during the holder's lifetime only by
him or her. Except as permitted by the preceding sentence, no option or stock
appreciation right shall be transferred, assigned, pledged or hypothecated 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 option, stock appreciation right, or any
right thereunder, contrary to the provisions hereof, the option or stock
appreciation right shall immediately become null and void.
Notwithstanding the foregoing, the Committee may, in its
discretion, authorize all or a portion of the options granted or to be
granted to an optionee to be on terms which permit transfer by gift or
domestic relations orders (i) by such optionee to family members, (ii) by
family members to other family members, and (iii) to such other persons or
entities as the Securities Act of 1933 and the rules and forms thereunder, as
amended from time to time, may permit. Following transfer, any such options
shall continue to
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be subject to the same terms and conditions as were applicable immediately
prior to transfer. The events of termination of employment of Section 7
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 specified in Section 7.
Notwithstanding anything to the contrary herein, each option
holder under the Plan may from time to time name any beneficiary or
beneficiaries 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 for
the Plan by the same option holder, and will be effective only when executed
by the option holder and delivered during his or her lifetime to the Company
at such address specified on the beneficiary designation form. In the
absence of any such designation, options and stock appreciation rights
outstanding and benefits remaining unpaid at the option holder's death shall
be paid to the option holder's estate.
7. TERMINATION OF EMPLOYMENT - If the employment of the holder
of an option or stock appreciation right by the Deere corporations should be
terminated for any reason other than for death, or for disability or
retirement pursuant to applicable disability or retirement plans of the Deere
corporations, such holder's options, stock appreciation rights or both shall
expire, and all rights to acquire shares or cash or both pursuant thereto
shall terminate immediately.
In the event of termination of employment because of death,
the option or stock appreciation right may be exercised by the heirs,
legatees or legal representatives of the holder, as the case may be, within
twelve months after such 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
heirs, legatees or legal representatives may exercise any option or stock
appreciation right held at the date of such holder's death without regard to
the one-year holding period set forth in Section 5 above.
In the event of termination of employment of the holder of an
option because of disability or full retirement pursuant to applicable
disability or retirement plans of the Deere corporations, an option or stock
appreciation right 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 set forth in Section 5 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 a holder
of an option who has retired prior to the expiration of the five-year period
specified in the preceding sentence, an option or stock appreciation right
held at death by such holder may be exercised by the holder's heirs, legatees
or legal representatives, as the case may be, (without regard to the holding
period requirement set forth in Section 5 above) within one year after death
or within five years following retirement, whichever is later, but only if
and to the extent the option would have been exercisable by the retired
holder of the option at the date of death.
In the event of a termination of employment of the holder of
an option because of disability or full retirement pursuant to applicable
disability or retirement plans of the Deere corporations, the Committee in
its sole discretion may elect to accelerate the date on which certain of the
options issued to such holder become exercisable, which acceleration may be
conditioned on the forfeiture of other options issued to such holder. It is
expressly provided, however, that no such acceleration may permit the
exercise of any option in less than one year from the date of grant, or
represent a material increase in benefits.
Nothing contained in the Plan, or in any option or stock
appreciation right granted pursuant to the Plan, shall confer upon any
employee any right to continuance of employment, nor interfere in any way
with the right of the employing Deere corporation to terminate the employment
of such employee at any time.
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8. ADJUSTMENT OF SHARES - In case of a dividend in, or a
split-up or combination of, common stock of the Company, the number of shares
issuable pursuant to the Plan and the number of shares covered by outstanding
options and stock appreciation rights granted under the Plan shall be
adjusted proportionately without change in the aggregate exercise price or
the aggregate cash receivable. In case of a merger or consolidation of the
Company with another corporation, a reorganization of the Company, a
reclassification of the common stock of the Company, a spin-off of a
significant asset, or other changes in the capitalization of the Company,
appropriate provision shall be made for the protection and continuation of
any outstanding options or stock appreciation rights by either (i) the
substitution, on any equitable basis, of appropriate stock or other
securities to which holders of common stock of the Company will be entitled
pursuant to such transaction or succession of such transactions, or (ii) by
appropriate adjustment in the number of shares issuable pursuant to the Plan
and the number of shares and purchase price thereof covered by outstanding
options or stock appreciation rights, as deemed appropriate by the Committee.
9. LISTING AND REGISTRATION OF SHARES - Each option and stock
appreciation right shall be subject to the requirement that, if at any time
that the Committee determines, in its discretion, that the listing,
registration or qualification of the shares subject thereto upon any
securities exchange or under any federal or state law, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the delivery of shares thereunder, the
option or stock appreciation right may not be exercised in whole or in part
unless such listing, registration, qualification, consent or approval shall
have been effected or obtained free of any conditions not acceptable to the
Committee.
10. DEFINITIONS - For purposes of the Plan, the following
definitions shall apply.
FAIR MARKET VALUE is the mean between the reported high and
low prices of sales of the common stock of the Company as reported by the
Consolidated Tape Association or a successor thereto on the relevant date,
or, if there were no such reported sales, on the last preceding day on which
there were sales.
SUBSIDIARY has the same meaning as expressed in Section
424(f) of the Code.
An EMPLOYEE is a person who is in the employment of a Deere
corporation and on a salary payroll.
FAMILY MEMBER has the meaning expressed in the instructions
to Form S-8 under the Securities Act of 1933, as amended from time to time.
11. AMENDMENT OF PLAN - The Committee or the Board of Directors
may amend or discontinue the Plan at any time; provided, however, that no
such amendment that must be approved by the stockholders of the Company in
order to continue the qualification of the Plan under Rule 16b-3 of the
Securities Exchange Act of 1934, as amended and Section 162(m) of the Code,
or to comply with other applicable law or the rules and regulations of any
stock exchange or quotation system on which the common stock is traded shall
be effective unless and until such stockholder approval is obtained in
compliance with such applicable law, rule or regulations. No such amendment
or discontinuance shall impair any outstanding option or stock appreciation
right without the consent of the holder of such option or right.
12. EFFECTIVE DATE - The Plan shall be effective when it has been
approved by the affirmative vote of the holders of a majority of the shares
of common stock of the Company present, or represented, and entitled to vote
at a meeting of stockholders.
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