{"id":40253,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/performance-bonus-plan.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"performance-bonus-plan","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/performance-bonus-plan.html","title":{"rendered":"Performance Bonus Plan"},"content":{"rendered":"<pre>\n                       JOHN DEERE PERFORMANCE BONUS PLAN\n\n\nSection 1. Establishment and Purpose\n\n     1.1   Establishment of the Plan. Deere &amp; Company, a Delaware corporation\n(the \"Company\"), hereby establishes an annual incentive compensation plan to\nbe known as the \"John Deere Performance Bonus Plan\" (the \"Plan\"), as set\nforth in this document. The Plan permits the awarding of annual cash bonuses to\nEmployees of the Company, based on the achievement of pre-established\nperformance goals.\n\n     Upon approval by the Board of Directors of the Company, subject to approval\nby the shareholders, the Plan shall become effective as of November 1, 1994 (the\n\"Effective Date\") and shall remain in effect until terminated by the Board or\nCommittee as provided by Section 13 herein.\n\n     1.2   Purpose. The purpose of the Plan is to provide Participants with a\nmeaningful annual incentive opportunity geared toward the achievement of\nspecific performance goals.\n\nSection 2. Definitions\n\n     Whenever used in the Plan, the following terms shall have the meanings set\nforth below (unless otherwise expressly provided) and, when the defined meaning\nis intended, the term is capitalized.\n\n     (a) \"Award Opportunity\" means the various levels of incentive award\npayouts which a Participant may earn under the Plan, as established by the\nCommittee pursuant to Section 5.1 herein.\n\n     (b) \"Base Salary\" shall mean the regular salary or salary continuance\nearned during the Plan Year before any salary reduction contributions made to\nthe Company's Internal Revenue Code Section 401(k) Plan or other deferred\ncompensation plans. Among other compensation, \"Base Salary\" shall not include\nawards under this Plan, any suggestions awards, pay for unused vacation, any\nbonus or profit sharing benefits, the Company matching contribution under any\nplan providing such, overtime or overtime premiums, relocation allowances,\nmortgage differential allowances, any premium allowances for overseas service,\nmoving allowances, or any other special awards.\n\n     (c) \"Beneficial Owner\" shall have the meaning ascribed to such term in\nRule 13d-3 of the General Rules and Regulations under the Exchange Act.\n\n     (d) \"Board\" or \"Board of Directors\" means the Board of Directors of the\nCompany.\n\n     (e) \"Committee\" means a committee of two (2) or more individuals,\nappointed by the Board to administer the Plan, pursuant to Section 3 herein, who\nare not current or former officers or employees of the Company and who are\n\"outside directors\" to the extent required by and within the meaning of\nSection 162(m) of the Internal Revenue Code of 1986 (the \"Code\"), as amended.\n\n     (f) \"Company\" means Deere &amp; Company, a Delaware corporation (including\nany and all subsidiaries), and any successor thereto.\n\n     (g) \"Corporate\" shall mean Deere &amp; Company and its subsidiaries.\n\n                                       1\n\n \n     (h) \"Disability\" shall have the meaning ascribed to such term in applicable\ndisability or retirement plans of the Company.\n\n     (i) \"Effective Date\" means the date the Plan becomes effective, as set\nforth in Section 1.1 herein.\n\n     (j) \"Employee\" means a full-time, salaried employee of the Company.\n\n     (k) \"Exchange Act\" means the Securities Exchange Act of 1934, as amended\nfrom time to time, or any successor act thereto.\n\n     (l) \"Executive Officers\" shall mean any executive officers designated by\nthe Committee for purposes of qualifying payouts under the Plan for exemption\nfrom Section 162(m) of the Code.\n\n     (m) \"Final Award\" means the actual award earned during a Plan Year by a\nParticipant, as determined by the Committee at the end of the Plan Year.\n\n     (n) \"Noncorporate\" shall mean a specified segment of Deere &amp; Company's\noperations designated as such by the Chief Executive Officer and approved by the\nCommittee for purposes of the Plan, such as a business unit, division, product\nline, or other such segmentation.\n\n     (o) \"Participant\" means an Employee who is actively participating in the\nPlan.\n\n     (p) \"Person\" shall have the meaning ascribed to such term in Section\n3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof,\nincluding a \"group\" as defined in Section 13(d).\n\n     (q) \"Plan\" means the Deere &amp; Company Performance Bonus Plan.\n\n     (r) \"Plan Year\" means the Company's fiscal year.\n\n     (s) \"Retirement\" shall have the meaning ascribed to such term in the John\nDeere Pension Plan for Salaried Employees, or any successor plan thereto.\n\n     (t) \"Target Incentive Award\" means the award to be paid to a Participant\nwhen planned performance results are achieved, as established by the Committee.\n\nSection 3. Administration\n\n     The Plan shall be administered by the Committee. The Committee may delegate\nto the Company responsibility for day-to-day administration of, the Plan,\nfollowing administrative guidelines approved from time to time by the Committee.\n\n     Subject to the limitations of the Plan, the Committee shall: (i) select\nfrom the regular, full-time salaried Employees of the Company, those who shall\nparticipate in the Plan, (ii) grant award opportunities in such forms and\namounts as it shall determine, (iii) impose such limitations, restrictions, and\nconditions upon such awards as it shall deem appropriate, (iv) interpret the\nPlan and adopt, amend, and rescind administrative guidelines and other rules and\nregulations relating to the Plan, (v) correct any defect or omission or\nreconcile any inconsistency in this Plan or in any award opportunity granted\nhereunder, and (vi) make all other necessary determinations and take all other\nactions necessary or advisable for the implementation and administration of the\nPlan. The Committee's determinations on matters within its authority shall be\nconclusive and binding upon all parties.\n\n                                       2\n\n \nSection 4. Eligibility and Participation\n\n     4.1  Eligibility. All Employees (as defined in Section 2 herein) who are\nactively employed by the Company in any Plan Year shall be eligible to\nparticipate in the Plan for such Plan Year, subject to the limitations of\nSection 7 herein.\n\n     4.2  Participation. Participation in the Plan shall be determined annually\nby the Committee based upon the criteria set forth herein. Employees who are\neligible to participate in the Plan shall be so notified in writing, and shall\nbe apprised of the performance goals and related award opportunities for the\nrelevant Plan Year, as soon as is practicable.\n\n     4.3   Partial Plan Year Participation. Except as provided in Section 11, in\nthe event that an Employee becomes eligible to participate in the Plan\nsubsequent to the commencement of a Plan Year, then such Employee's Final Award\nshall be based on the Base Salary earned as an eligible Employee.\n\n     4.4   No Right to Participate. No Participant or other Employee shall at\nany time have a right to be selected for participation in the Plan for any Plan\nYear, despite having previously participated in the Plan.\n\nSection 5. Award Determination\n\n     5.1   Performance Goals. Prior to the beginning of each Plan Year, or as\nsoon as practicable thereafter, the Committee shall establish performance goals\nfor that Plan Year. Except as provided in Section 11, the goals may be based on\nany combination of Corporate, Non-corporate, and individual performance. After\nthe performance goals are established, the Committee will align the achievement\nof the performance goals with the Award Opportunities (as described in Section\n5.2 herein), such that the level of achievement of the preestablished\nperformance goals at the end of the Plan Year will determine the Final Award\namounts. Except as provided in Section 11, the Committee also shall have the\nauthority to exercise subjective discretion in the determination of Final\nAwards, as well as the authority to delegate the ability to exercise subjective\ndiscretion in this respect.\n\n     The Committee also may establish one (1) or more Company-wide performance\ngoals which must be achieved for any Participant to receive an award for that\nPlan Year.\n\n     5.2   Award Opportunities. Prior to the beginning of each Plan Year, or as\nsoon as practicable thereafter, the Committee shall establish an Award\nOpportunity for each Participant. The established Award Opportunity shall vary\nin relation to the job classification of each Participant. Except as provided in\nSection 11, in the event a Participant changes job levels during a Plan Year,\nthe Participant's Award Opportunity may be adjusted to reflect the amount of\ntime at each job level during the Plan Year.\n\n     5.3   Adjustment of Performance Goals. Except as provided in Section 11,\nthe Committee shall have the right to adjust the performance goals and the Award\nOpportunities (either up or down) during a Plan Year if it determines that\nexternal changes or other unanticipated business conditions have materially\naffected the fairness of the goals and have unduly influenced the Company's\nability to meet them. Further, in the event of a Plan Year of less than twelve\n(12) months, the Committee shall have the right to adjust the performance goals\nand the Award Opportunities accordingly, at its sole discretion.\n\n     5.4   Final Award Determinations. At the end of each Plan Year, Final\nAwards shall be computed for each Participant as determined by the Committee.\nExcept as provided in Section 11, each individual award shall be based upon (i)\nthe Participant's Target Incentive Award percentage, multiplied by his Base\nSalary, (ii) Corporate and Non-corporate performance, and (iii) individual\nperformance (if applicable). Final Award\n\n                                       3\n\n \namounts may vary above or below the Target Incentive Award, based on the level\nof achievement of the preestablished Corporate, Non-corporate, and individual\nperformance goals.\n\n     5.5   Limitations. The amount payable to a Participant for any calendar\nyear shall not exceed $2,000,000.\n\nSection 6. Payment of Final Awards\n\n     6.1   Form and Timing of Payment. Final Award payments shall be payable in\ncash, in one (1) lump sum, as soon as practicable after the end of each Plan\nYear, or more frequently during the Plan Year, as determined by the Committee in\nits sole discretion.\n\n     6.2   Payment of Partial Awards. In the event a Participant no longer meets\nthe eligibility criteria as set forth in the Plan during the course of a\nparticular Plan Year, the Committee may, in its sole discretion, pay a partial\naward for the portion of the Plan Year the Employee was a Participant, computed\nas determined by the Committee.\n\n     6.3   Unsecured Interest. No participant or any other party claiming an\ninterest in amounts earned under the Plan shall have any interest whatsoever in\nany specific asset of the Company. To the extent that any party acquires a right\nto receive payments under the Plan, such right shall be equivalent to that of an\nunsecured general creditor of the Company.\n\nSection 7. Termination of Employment\n\n     7.1   Termination of Employment Due to Death, Disability, Retirement, or\nTransfer to Business Unit Not Included in the Plan. In the event a Participant's\nemployment is terminated by reason of death, Disability, Retirement, or transfer\nto a business unit not included in the Plan, the Final Award determined in\naccordance with Section 5.4 herein shall be reduced to reflect participation\nprior to termination only. The reduced award shall be based upon the amount of\nBase Salary earned during the Plan Year prior to termination. In the case of a\nParticipant's Disability, the employment termination shall be deemed to have\noccurred on the date the Committee determines the definition of Disability to\nhave been satisfied.\n\n     The Final Award thus determined shall be payable as soon as practicable\nfollowing the end of the Plan Year in which employment termination occurred, or\nsooner (except with respect to Executive Officers), as determined by the\nCommittee in its sole discretion.\n\n     7.2   Termination of Employment for Other Reasons. In the event a\nParticipant's employment is terminated for any reason other than death,\nDisability, or Retirement (of which the Committee shall be the sole judge), all\nof the Participant's rights to a Final Award for the Plan Year then in progress\nshall be forfeited. However, the Committee, in its sole discretion, may pay a\npartial award for the portion of that Plan Year that the Participant was\nemployed by the Company, computed as determined by the Committee.\n\nSection 8. Rights of Participants\n\n     8.1   Employment. Nothing in the Plan shall interfere with or limit in any\nway the right of the Company to terminate any Participant's employment at any\ntime, nor confer upon any Participant any right to continue in the employ of the\nCompany.\n\n     8.2   Nontransferability. No right or interest of any Participant in the\nPlan shall be assignable or transferable, or subject to any lien, directly, by\noperation of law, or otherwise, including, but not limited to, execution, levy,\ngarnishment, attachment, pledge, and bankruptcy.\n\n                                       4\n\n \nSection 9. Beneficiary Designation\n\n     Each Participant under the Plan may, from time to time, name any\nbeneficiary or beneficiaries (who may be named contingently or successively) to\nwhom any benefit under the Plan is to be paid in case of his or her death before\nhe or she receives any or all of such benefit. Each designation will revoke all\nprior designations by the same Participant and will be effective only when filed\nby the Participant in writing with the Committee during his or her lifetime. In\nthe absence of any such designation, or if the designated beneficiary is no\nlonger living, benefits shall be paid to the surviving member(s) of the\nfollowing classes of beneficiaries, with preference for classes in the order\nlisted below:\n\n     (a) Participant's spouse (unless the parties were divorced or legally\nseparated by court decree);\n\n     (b) Participant's children (including children by adoption);\n\n     (c) Participant's parents (including parents by adoption); or\n\n     (d) Participant's executor or administrator.\n\n     Payments of benefits, in accordance with Section 7.1, shall be made\nexclusively to the member(s) of the first class, in the order listed above,\nwhich has surviving member(s). If that class has more than one (1) member,\nbenefit payments shall be made in equal shares among members of that class.\n\nSection 10. Deferrals\n\n     The Committee may permit a Participant to defer such Participant's receipt\nof the payment of cash that would otherwise be due to such Participant at the\nend of a Plan Year.\n\nSection 11. Executive Officers\n\n     11.1   Applicability of Section 11. The provisions of this Section 11 shall\napply only to Executive Officers. In the event of any inconsistencies between\nthis Section 11 and the other Plan provisions, the provisions of this Section 11\nshall control.\n\n     11.2   No Partial Plan Year Participation. An Executive Officer who becomes\neligible after the beginning of a Plan Year may participate in the Plan for the\nsucceeding Plan Year.\n\n     11.3   Award Determination. Prior to the beginning of each Plan Year, or as\nsoon as practicable thereafter, the Committee shall establish the Target\nIncentive Award percentage for each Executive Officer and performance goals for\nthat Plan Year. Performance measures to be used shall be chosen from among the\nfollowing factors, or any combination of the following, as the Committee deems\nappropriate: (a) total stockholder return; (b) growth in revenues, sales,\nsettlements, market share, customer conversion, net income, stock price, and\/or\nearnings per share; (c) return on assets, net assets, and\/or capital; (d) return\non stockholders' equity; (e) economic value added; or (f) improvements in costs\nand\/or expenses. The Committee may select among the performance measures\nspecified from Plan Year to Plan Year which need not be the same for each\nExecutive Officer in a given year.\n\n     At the end of the Plan Year and prior to payment, the Committee shall\ncertify in writing the extent to which the performance goals and any other\nmaterial terms were satisfied. Final Awards shall be computed for each Executive\nOfficer based on (i) the Participant's Target Incentive Award multiplied by his\nBase Salary, and (ii) Corporate and Non-corporate (if applicable) performance.\n\n                                       5\n\n \n     Final Award amounts may vary above or below the Target Incentive Award\nbased on the level of achievement of the pre-established Corporate and Non-\ncorporate performance goals.\n\n     11.4   Non-adjustment of Performance Goals. Once established, performance\ngoals shall not be changed during the Plan Year. Participants shall not receive\nany payout when the Company or Non-corporate segment (if applicable) does not\nachieve at least minimum performance goals.\n\n     11.5   Individual Performance and Discretionary Adjustments. Individual\nperformance shall not be reflected in the Final Award. However, the Committee\nretains the discretion to eliminate or decrease the amount of the Final Award\notherwise payable to a Participant.\n\n     11.6   Possible Modification. If, on advice of the Company's tax counsel,\nthe Committee determines that Code Section 162(m) and the regulations thereunder\nwill not adversely affect the deductibility for federal income tax purposes of\nany amount paid under the Plan by applying one or more of Sections 2.1(b),\n2.1(m), 4.3, 5.1, 5.2, 5.3, or 5.4 to an Executive Officer without regard to the\nexceptions to such Section or Sections contained in this Section 11, then the\nCommittee may, in its sole discretion, apply such Section or Sections to the\nExecutive Officer without regard to the exceptions to such Section or Sections\nthat are contained in this Section 11.\n\nSection 12. Change in Control\n\n     12.1   Change in Control. In the event of a Change in Control of the\nCompany, as defined below, a Participant who is an Employee as of the date of\nthe Change in Control shall be entitled to, for the Plan Year in which the\nChange in Control occurs, the greater of:\n\n     (a)   The Final Award determined using:\n\n     (i)   The Participant's actual Base Salary rate in effect on the date of\nthe Change in Control;\n\n     (ii)  The Participant's Target Incentive Award percentage; and\n\n     (iii) Actual Corporate, Non-corporate, and individual results to the date\nof the Change in Control; or\n\n     (b)   The Participant's Target Incentive Award times his actual Base Salary\nrate in effect on the date of the Change in Control.\n\n     The Committee, as constituted immediately prior to the Change in Control,\nshall determine how actual Corporate, Non-corporate, and individual performance\nshould be measured for purposes of the Final Award calculation in Section\n12.1(a). The Committee's determination shall be conclusive and final.\n\n     Final Awards shall be payable in cash to the Participant as soon as\nadministratively possible, but no later than thirty (30) days following a Change\nin Control.\n\n     12.2  Definition of a Change in Control. A \"Change in Control\" shall be\ndefined as a dissolution, liquidation, merger, or consolidation in which the\nCompany is not the surviving corporation, or the acquisition of thirty percent\n(30%) or more of the Company's common stock by one (1) individual, corporation,\nor other entity.\n\n                                       6\n\n \nSection 13. Amendment and Modification\n\n     The Committee, in its sole discretion, without notice, at any time and from\ntime to time, may modify or amend, in whole or in part, any or all of the\nprovisions of the Plan, or suspend or terminate it entirely; provided, however,\nthat no such modification, amendment, suspension, or termination may, without\nthe consent of a Participant (or his or her beneficiary in the case of the death\nof the Participant), reduce the right of a Participant (or his or her\nbeneficiary, as the case may be) to a payment or distribution hereunder to which\nhe or she is otherwise entitled.\n\nSection 14. Miscellaneous\n\n     14.1   Governing Law. The Plan, and all agreements hereunder, shall be\ngoverned by and construed in accordance with the laws of the State of Delaware.\n\n     14.2   Withholding Taxes. The Company shall have the right to deduct from\nall payments under the Plan any Federal, state, or local taxes required by law\nto be withheld with respect to such payments.\n\n     14.3   Gender and Number. Except where otherwise indicated by the context,\nany masculine term used herein also shall include the feminine, the plural shall\ninclude the singular, and the singular shall include the plural.\n\n     14.4   Severability. In the event any provision of the Plan shall be held\nillegal or invalid for any reason, the illegality or invalidity shall not affect\nthe remaining parts of the Plan, and the Plan shall be construed and enforced as\nif the illegal or invalid provision had not been included.\n\n     14.5   Costs of the Plan. All costs of implementing and administering the\nPlan shall be borne by the Company.\n\n     14.6   Successors. All obligations of the Company under the Plan shall be\nbinding upon and inure to the benefit of any successor to the Company, whether\nthe existence of such successor is the result of a direct or indirect purchase,\nmerger, consolidation, or otherwise, of all or substantially all of the business\nand\/or assets of the Company.\n\n                                       7\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7282],"corporate_contracts_industries":[9454],"corporate_contracts_types":[9539,9544],"class_list":["post-40253","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-deere---co","corporate_contracts_industries-manufacturing__industrial","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40253","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40253"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40253"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40253"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40253"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}