Deere & Company Voluntary Deferred Compensation Plan, as amended October 31, 2023
Exhibit 10.6
DEERE & COMPANY
VOLUNTARY DEFERRED COMPENSATION PLAN
Adopted 28 August 1985
Amended 11 December 1986
Amended 26 May 1993 – Effective 1 July 1993
Amended 7 December 1994 – Effective 1 January 1995
Amended 4 December 1996 – Effective 1 January 1997
Amended 26 August 1998
Amended by Supplement 30 August 2006
Amended and Restated 13 2007 – Effective 1 January 2008
Amended 28 January 2014 – Effective 1 November 2013
Amended 30 October 2015 – Effective 1 November 2015
Amended 31 October 2016 – Effective 1 November 2015
Amended 31 October 2017 – Effective 1 November 2016
Amended 31 October 2018 – Effective 1 November 2017
Amended: 31 October 2019 – Effective 1 November 2018
Amended: 31 October 2020 – Effective 1 November 2019
Amended: 31 October 2021 – Effective 1 November 2020
Amended: 31 October 2022 – Effective 1 November 2021
Amended: 31 October 2023 – Effective 1 November 2022
(For special rules applicable to deferrals after 2004
see the supplement beginning on page 12)
TABLE OF CONTENTS
Page
Section 1. Establishment and Purpose
Section 2. Definitions
Section 3. Eligibility for Participation
Section 4. Election to Defer
Section 5. Deferred Accounts
Section 6. Payment of Deferred Amounts
Section 7. Beneficiary
Section 8. Rights of Employees, Participants
i
TABLE OF CONTENTS
Page
Section 9. Administration
Section 10. Amendment, Modification and Termination of the Plan
Section 11. Merger or Consolidation
Section 12. Requirements of Law
Section 13. Withholding Taxes
Section 14. Effective Date of the Plan
SUPPLEMENT APPLICABLE TO DEFERRALS AFTER 2004
ii
DEERE & COMPANY
VOLUNTARY DEFERRED COMPENSATION PLAN
-1-
-2-
-3-
Notwithstanding amounts elected by the Participant for deferral from the John Deere Performance Bonus Plan award, the total deferred portion shall not be less than $1,000 in any given calendar year. In the event the total deferred amount is less than $1,000, it shall be paid pursuant to the normal payout schedule for the John Deere Performance Bonus Plan.
Amounts of less than $1,000 per calendar quarter shall not be deferred from salary.
In all other cases, the distribution must begin on a date specified by the Participant in the election (whether the distribution is scheduled to begin before or after the date of retirement) but no later than ten years following the date of retirement. The Participant may elect to have distribution made in up to ten annual installments from the date distribution is to begin, but such distribution must be completed within ten years following retirement.
If the Participant wishes to designate a distribution after retirement, the Participant may designate in the election that distribution shall begin at retirement or begin at a specified point in time, or during a specified month, following the
-4-
date of retirement, (Example #1: Distribution to begin three months after retirement. Example #2: Distribution to begin the January of the year following retirement.)
-5-
-6-
-7-
acquires a right to receive payments under this Plan, such right shall be no greater than the right of any unsecured general creditor of the Company.
as long as the amount distributed shall not be in excess of that amount which is necessary for the Participant to meet the financial hardship.
Severe financial hardship will be deemed to have occurred in the event of the Participant's impending bankruptcy, a dependent's long and serious illness, other events of similar magnitude or the invalidation of a deferral election by the Internal Revenue Service. The Committee's decision in passing on the severe financial hardship of the Participant and the manner in which, if at all, the payment of deferred amounts shall be altered or modified shall be final, conclusive and not subject to appeal.
-8-
death, and any distributions remaining upon the beneficiary's death shall be made to the beneficiary's estate.
A Participant may from time to time during his lifetime change his beneficiary or beneficiaries on file with the Recordkeeper. In the event a Participant shall not designate a beneficiary or beneficiaries pursuant to this Section, or if for any reason such designation shall be ineffective, in whole or in part, the distribution that otherwise would have been paid to such Participant shall be paid to his estate and in such event, the term “beneficiary” shall include his estate.
-9-
determination of the Committee, interpretation or other action made or taken pursuant to the provisions of the Plan, shall be final and shall be binding and conclusive for all purposes and upon all persons.
-10-
Amounts calculated under either (a) or (b) above shall be paid in full as soon as practicable following any termination of the Plan.
-11-
-12-
SUPPLEMENT TO
DEERE & COMPANY
VOLUNTARY DEFERRED COMPENSATION PLAN
APPLICABLE TO AMOUNTS DEFERRED AFTER DECEMBER 31, 2004
The following provisions will apply only to amounts deferred under the Plan after December 31, 2004 and not to amounts deferred under the Plan that were both earned and vested before January 1, 2005. Amounts deferred under the Plan prior to January 1, 2005 will be subject to the terms of the Plan without regard to this supplement. Except to the extent amended hereby, the terms of the Plan shall continue to apply to amounts deferred pursuant to the Plan.
1.The following definitions are added to Section 2 (Definitions).
2.1(b) | “Change in Control Event” means a change in ownership, a change in effective control, or a change in the ownership of a substantial portion of the assets of the Company within the meaning of the default rules under Section 409A. |
2.1(e) | “Disability” means a participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under a disability or an accident and health plan covering employees of the Company. |
2.1(i) | “Retirement” means a Separation from Service by a Participant who is then eligible for a normal retirement benefit or an early retirement benefit within the meaning of the terms of the John Deere Pension Plan for Salaried Employees in effect as of 1 January 2007. |
2.1(j) | “Section 409A” means Section 409A of the Internal Revenue Code and the regulations and other guidance thereunder. |
2.1(k) | “Section 409A Compliance” shall have the meaning ascribed to such term in Section 8.3. |
2.1(l) | “Separation from Service” means, with respect to a Participant, a separation from service within the meaning of the default rules of Section 409A; provided that for purposes of determining which entities are treated as a single “service recipient” with the Company, the phrase “at least 20 percent” shall be substituted for the phrase “at least 80 percent” each place it appears in |
-13-
Sections 1563(a)(1), (2) and (3) of the Code and Section 1.414(c)-2 of the Treasury Regulations, as permitted under Section 1.409A-1(h)(3) of the Treasury Regulations
2.1(n) | “Unforeseeable Emergency” means a severe financial hardship to the Participant resulting from (i) an illness or accident of the Participant or his spouse, dependent (within the meaning of Section 152 of the Code, but without giving effect to Section 152(b)(1), (b)(2) and (d)(1)(B) (“Dependent”)), (ii) the loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, not as a result of a natural disaster), (iii) the imminent foreclosure of or eviction from the Participant’s primary residence, (iv) the need to pay for medical expenses, including non-refundable deductibles, as well as for the costs of prescription drug medication, (v) the need to pay for the funeral expenses of a spouse, Dependent or beneficiary, or (vi) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The purchase of a primary residence and the payment of college tuition shall not constitute Unforeseeable Emergencies. |
2. Subsections 2.1(b) and (c) are renumbered as 2.1(c) and (d), respectively.
3.Subsection 2.1(d) is renumbered as 2.1(f).
4.Subsection 2.1(e) is renumbered as 2.1(h).
5.Subsection 2.1(f) is renumbered as 2.1(m).
6.Section 4 (Election to Defer) is restated in its entirety as follows:
4.1Deferral Amount
(a) | Any Participant may elect to defer any part (in 5% increments up to 95%) of an award to be paid under the provisions of the John Deere Short-Term Incentive Bonus Plan. Such election must be made in writing prior to the beginning of the Fiscal Year upon which the award is based. Notwithstanding the Participant's election, enough of the award must be paid in cash to cover all withholding taxes. If not, the Company shall be authorized to reduce the Participant's elected deferral in such amount as is necessary to satisfy all applicable withholding taxes. |
(b) | Any Participant may elect to defer any part (in 5% increments up to 70%) of base salary beginning with the first calendar quarter of each year. Such election must be made in writing prior to the beginning of the calendar year in which the deferrals are to commence and shall |
-14-
remain in effect for the remainder of the calendar year. Notwithstanding the Participant's election, enough salary must be paid in cash to cover all withholding taxes. If not, the Company shall be authorized to reduce the Participant's elected deferral in such amount as is necessary to satisfy all applicable withholding taxes, and the reduced deferral percent shall remain in effect until the beginning of the next pay period, at which time it shall revert to the Participant's stated deferral percent subject to the same reduction potential.
(c) | Any Participant may elect to defer any part (in 5% increments up to 95%) of any other cash incentive award that is authorized by the Committee to be deferred pursuant hereto. Such election must be in writing (i) in the case of non-performance-based compensation or compensation for services performed for less than 12 months, not later than the close of the Participant’s taxable year preceding the taxable year in which services related to the award are performed; or (ii) in the case of performance-based compensation (as determined by the Committee pursuant to Section 409A) based on services performed over a period of at least 12 months, prior to the close of the Fiscal Year immediately preceding the calendar year of payment but in no event later than 6 months before the end of the performance period. Notwithstanding the Participant's election, enough of the award must be paid in cash to cover all withholding taxes. If not, the Company shall be authorized to reduce the Participant's elected deferral in such amount as is necessary to satisfy all applicable withholding taxes. |
(d) | Any Participant that first becomes eligible to participate in the Plan during a calendar year may, within thirty days following the Participant’s earliest eligibility date, irrevocably elect to defer the compensation described in Sections 4.1(a) – (c) to the extent that the compensation is attributable to services performed after the effective date of the deferral election. The effective date of the deferral election described in the preceding sentence shall be the first day of the month immediately following the date that is thirty days after the Participant’s earliest eligibility date. |
4.2 | Deferral Period and Payment Method. If the Participant defers any amount pursuant to Section 4.1, the Participant shall also designate the period and payment method for the deferral in the election. The Participant may elect to have distribution made in a lump sum or in up to ten annual installments, provided that the payments must in either case be completed within (i) ten years following the year to which the deferral relates, with respect to an election made on or after October 1, 2022 to designate a specific date for the |
-15-
commencement of payment or (ii) ten years following the year of Retirement, with respect to an election to designate the commencement of payment upon or following Retirement. Payments of the deferral amounts, plus any Investment Return thereon, shall commence on the first business day of the calendar quarter specified by the Participant in the election; provided, however, that if the Participant elects for the distribution to begin after Retirement, payment of the deferral amounts, plus any Investment Return thereon, shall commence on the first business day of the third or later calendar quarter (as elected by the Participant) following the calendar quarter of Retirement.
Notwithstanding the Participant’s deferral election, if death, Disability or Separation from Service occurs before Retirement, all remaining deferrals plus any Investment Return, shall be distributed as a single lump sum payment in January of the calendar year following the date of such death, Disability or Separation from Service. Additionally, no distribution upon Separation from Service (including upon Retirement or other termination but excluding upon Disability or death) may be made before the first business day of the first calendar quarter that begins at least six (6) months after such Participant’s date of Separation from Service, or, if earlier, the date of the Participant’s death, and any distribution that would be made but for application of this provision shall instead be aggregated with, and paid together with, the first distribution scheduled to be made after the end of such six-month period (or, if earlier, the date of the Participant’s death).
4.3 | Irrevocable Elections. The elections in Sections 4.1 and 4.2 shall become irrevocable on the day prior to the beginning of the Fiscal Year or calendar year, as applicable, and may not be modified or terminated with respect to such Fiscal Year or calendar year by the Participant or his beneficiary. Elections that provide for distributions to begin after Retirement (but not elections that provide for distributions to begin in a calendar quarter specified by the Participant) shall also apply to each succeeding Fiscal Year or calendar year, as applicable, until such election is modified or terminated as provided in the following sentence. A Participant may modify or discontinue such deferrals, or may change his or her investment choices, for future Fiscal Years or calendar years by providing an irrevocable written election delivered to the Company not later than the close of the Fiscal Year or calendar year preceding the Fiscal Year or calendar year in which the changes are to take effect. Elections that provide for distributions to begin in a calendar quarter specified by the Participant shall apply only to amounts deferred during the Fiscal Year or calendar year with respect to which such election is made. Notwithstanding anything in this Section 4.3 to the contrary, the deferral elections described in Section 4.1(d) shall become irrevocable on the 30th day following the Participant’s earliest eligibility date. |
-16-
7.Subsection 5.1 (Deferred Accounts - Participant Accounts) is amended by changing the phrase “John Deere Equity Incentive Plan” to “John Deere Mid-Term Incentive Bonus Plan”.
8.Subsection 6.2 (Payment of Deferred Amounts - Unforeseeable Emergency) is restated in its entirety as follows:
6.2 | Unforeseeable Emergency. The Committee, at its sole discretion, may alter the timing or manner of payment of deferred amounts in the event that the Participant establishes, to the satisfaction of the Committee, the occurrence of an Unforeseeable Emergency. In such event, the Committee may: |
(a) | provide that all or a portion of the amount previously deferred by the Participant shall be paid immediately in a lump sum cash payment, or |
(b) | provide that all or a portion of the installments payable over a period of time shall be paid immediately in a lump sum, |
as long as, as determined under regulations of the Secretary of the United States Treasury, the amount distributed shall not be in excess of that amount which is reasonably necessary to satisfy the Unforeseeable Emergency (which may include amounts necessary to pay taxes reasonably anticipated as a result of such distribution(s)), after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise, or by liquidation of the Participant’s assets to the extent liquidation of such assets would not cause severe financial hardship, or by cessation of deferrals under the Plan and any other plan that would be aggregated with the Plan for purposes of Section 409A. If a Participant requests and receives a distribution on account of Unforeseeable Emergency, the Participant’s deferrals under the Plan shall cease and his elections under the Plan shall be canceled. Any new deferral election following cancellation of a prior deferral election due to Unforeseeable Emergency shall be subject to the timing requirements of Sections 4.1 and 4.2 and Section 409A.
The Committee's decision in passing on the occurrence of an Unforeseeable Emergency for the Participant and the manner in which, if at all, the payment of deferred amounts shall be altered or modified shall be final, conclusive and not subject to appeal.
9. Subsection 8.3 (Rights of Employees, Participants - No Acceleration of Distributions) is added as follows:
8.3 | No Acceleration of Distributions. Notwithstanding anything to the contrary herein, this Plan does not permit the acceleration of the time or schedule of |
-17-
any distribution under the Plan, except as would not result in the imposition on any person of additional taxes, penalties or interest under Section 409A.
10.Section 10.1 (Amendment, Modification and Termination of the Plan) is amended by adding thereto:
“If the Plan is terminated, the Participant’s account shall be paid in accordance with time and form of payment otherwise specified hereunder, provided that the Board of Directors or the Committee, in its discretion and in full and complete settlement of the Company’s obligations under this Plan, may cause the Company to distribute the full amount of a Participant’s account to the Participant in a single lump sum to the extent that such distribution may be effected in a manner that will not result in the imposition on any person of additional taxes, penalties or interest under Section 409A.”
In addition, there is added immediately following Section 10.1 a new Section 10.2 (Section 409A Amendments) as follows:
“10.2Section 409A Amendments. Notwithstanding any provision in this Plan to the contrary the Board, the Committee or the Vice President of Human Resources of the Company shall have the unilateral right to amend or modify the Plan to the extent the Board, the Committee or the Vice President of Human Resources of the Company deems such action to be necessary or advisable to avoid the imposition on any person of adverse or unintended tax consequences under Section 409A, including recognition of income in respect of any benefits under this Plan before such benefits are paid or the imposition of additional taxes, penalties or interest. Any determinations made by the Board, the Committee, or the Vice President of Human Resources of the Company under this Section 10.2 shall be final, conclusive and binding on all persons.”
11.Section 11 (Merger or Consolidation) is restated in its entirety as follows:
Section 11. Change in Control
11.1 | Change in Control. If the Company shall experience a Change in Control Event, the Committee may: |
(a) | terminate the Plan and all other plans of the same type that would be aggregated with the Plan under Section 409A within the twelve months following the Change in Control Event, and all amounts deferred, plus interest additions shall be distributed in full as soon as practicable, but in no event later than twelve months, following the date the aggregated plans are terminated, notwithstanding any other provisions to the contrary; or |
-18-
(b) | permit the Plan to continue, making any necessary adjustments or modifications to reflect any impact of the Change in Control Event, as determined by the Committee; provided that such adjustments or modifications do not result in the imposition on any person of additional taxes, penalties or interest under Section 409A. |
-19-
SCHEDULE A
Notional Investment Options
BTC LIFEPATH RET G
BTC LIFEPATH 2025 G
BTC LIFEPATH 2030 G
BTC LIFEPATH 2035 G
BTC LIFEPATH 2040 G
BTC LIFEPATH 2045 G
BTC LIFEPATH 2050 G
BTC LIFEPATH 2055 G
BTC LIFEPATH 2060 G
BTC LIFEPATH 2065 G
S & P 500 STOCK INDEX, CLASS F
SMALL/MID STOCK INDEX, CLASS F
INTERNATIONAL STOCK INDEX, CLASS F
U.S. TIPS BOND INDEX, CLASS F
U.S. BOND INDEX, CLASS F
COMMODITY INDEX, CLASS F
REAL ESTATE INDEX, CLASS F
FIDELITY GROWTH COMPANY COMMINGLED POOL CLASS #3
BOSTON PARTNERS LARGE CAP VALUE FUND SHARE CLASS E
QMA US SMALL CAP CORE EQUITY FD CL
INTERNATIONAL STOCK INDEX CLASS F (Replaced on December 17,2020)
-20-
U.S. EQUITY FUND (effective November 1, 2023
ALLSPRING EMERGING MARKETS EQUITY CIT E2
CIT-ALLSPRING ENHANCED CORE BOND E2
FIDELITY® INVESTMENTS MONEY MARKET FUNDS GOVERNMENT PORTFOLIO INSTITUTIONAL CLASS
-21-
