EXHIBIT 10.15
JOHN DEERE DEFINED CONTRIBUTION RESTORATION PLAN
EFFECTIVE 1 JANUARY 1997
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TABLE OF CONTENTS
Page
ARTICLE I. ESTABLISHMENT, PURPOSE AND CONSTRUCTION
1.1 Establishment 65
1.2 Purpose 65
1.3 Effective Date and Plan Year 65
1.4 Application of Plan 65
1.5 Construction 65
ARTICLE II. PARTICIPATION
2.1 Eligibility to Participate 66
2.2 Effect of Transfer 66
2.3 Beneficiaries 66
ARTICLE III. CONTRIBUTIONS
3.1 Salary Deferral Allocations 66
3.2 Employer Matching Allocations 66
3.3 Deferral Elections 66
3.4 FICA Tax 67
ARTICLE IV. ACCOUNTS AND RATE OF RETURN
4.1 Participant Accounts 67
4.2 Rate of Return 67
4.3 Electing a Rate of Return 67
4.4 Qualified Domestic Relations Orders 67
ARTICLE V. VESTING
5.1 Vested Interest 67
5.2 Forfeiture of Non-Vested Balances 67
5.4 Forfeiture Account 68
ARTICLE VI. DISTRIBUTIONS
6.1 Time and Manner 68
6.2 Election 68
6.3 form of Distribution 68
ARTICLE VII. ADMINISTRATION, AMENDMENT AND TERMINATION
7.1 Employment Rights 69
7.2 Applicable Law 69
7.3 Non-Alienation 69
7.4 Withholding of Taxes 69
7.5 Unsecured Interest., Funding and Rights Against Assets 69
7.6 Effect on Other Benefit Plans 69
7.7 Administration 69
7.8 Amendment, Modification or Termination 70
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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 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 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. 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 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
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
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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 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.
2.2 EFFECT OF TRANSFER. An employee who is a participant in this Plan and
who 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
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 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, 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
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.
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3.4 FICA TAX. All salary deferral allocations are subject to FICA tax in
the 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
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 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
existing and future account balances by directing the Recordkeeper between
the 1st and the 20th day of the month prior to the beginning of the calendar
quarter for which the election is effective. A Participant may choose either
of 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 Relations Order, a separate account will be established for any
qualified alternate payee subject to Article V with the same rights under
this Article IV as a participant.
ARTICLE V. VESTING
5.1 VESTED INTEREST. Pursuant to Section 4.4 above a Participant shall be
fully 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 3 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 unvested 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 terminated prior to 3 years of service credit shall forfeit all Employer
Matching Allocations and the growth additions thereon. Provided however,
that such forfeiture shall be reinstated if the participant is reemployed
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within 5 years following such termination and completes vesting requirements
in 5.1 above.
5.4 FORFEITURE ACCOUNT. The forfeiture provided in 5.2 above shall be
suspended and held in a forfeiture account for 5 years following the
Participants termination. During this suspension, the forfeiture account
shall be credited with the Prime plus 2 % rate of return. Following the end
of this 5 year period the balance of the forfeiture account will revert to
the Company to offset Employer Matching allocations for other Participants.
ARTICLE VI. DISTRIBUTIONS
6.1 TIME AND MANNER. 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. 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 time and manner of distribution no later than 30 days following
termination of employment. 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.
a. A single lump sum payment
b. A specified dollar amount each month until account balance reaches
zero.
c. A decrementing withdrawal over a specific period of time which results
in a zero account balance.
In the event of the death of the Participant, such beneficiaries may elect
the above forms of distribution so long as the account balance is zero at the
end of 5 years following the end of the month of Participant's death. In the
event of a Qualified Domestic Relations Order, the alternate payee may elect
the above forms of distribution so long as the account balance is zero at
the end of 5 years following the earliest to occur of the Participant's
termination of employment or attainment of age 50.
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ARTICLE VII. ADMINISTRATION, AMENDMENT AND TERMINATION
7.1. EMPLOYMENT RIGHTS. Nothing under this Plan shall be construed to give
any 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 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 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 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,
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 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
"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.
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7.8 AMENDMENT, MODIFICATION OR TERMINATION. The Board of Directors of the
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
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. 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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