EXHIBIT 10.11
DEERE & COMPANY
1993 NONEMPLOYEE DIRECTOR
STOCK OWNERSHIP PLAN
[LOGO]
FEBRUARY 24, 1993
AMENDED MAY 25, 1994
RESTATED FEBRUARY 1, 1996
ARTICLE 1. ESTABLISHMENT, PURPOSE, AND DURATION
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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
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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
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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;
(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) "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.
(l) "Restricted Stock" or "Restricted Share" means Shares granted to a
Nonemployee Director pursuant to Article 6.
(m) "Shares" means the shares of common stock of the Company, $1.00 par
value.
ARTICLE 3. ADMINISTRATION
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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.
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.
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ARTICLE 4. SHARES SUBJECT TO THE PLAN
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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
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5.1 PARTICIPATION
Persons participating in the Plan shall include, and be limited to, all
Nonemployee Directors of the Company.
ARTICLE 6. RESTRICTED STOCK
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6.1 AWARDS AT ELECTION OR REELECTION
An Award of 1800 Restricted Shares will be made automatically as of the date of
the annual meeting when a Nonemployee Director is elected or reelected,
commencing with the Effective Date.
6.2 INITIAL AWARDS
Upon the date of the annual meeting at which the Company's shareholders approve
the Plan, each Nonemployee Director then serving on the Board who is not being
elected or reelected to the Board at such meeting will automatically be awarded
600 Restricted Shares for each remaining year in such Nonemployee Director's
term.
6.3 PARTIAL TERMS
A Nonemployee Director who is elected by the Board to fill a vacancy between
annual meetings or to serve a partial term, or elected at an annual meeting to
fill less than a full term, shall automatically be granted a pro rata portion of
the number of Restricted Shares awarded to Nonemployee Directors elected to
serve for a full term at the most recent annual meeting. Such prorated number
of shares shall be determined by multiplying 1800 by a fraction, the numerator
of which is the number of whole months remaining in the term of the Nonemployee
Director so elected, and the denominator of which is 36.
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 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
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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 may 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
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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
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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 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
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(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
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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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