John Deere Defined Contribution Restoration Plan, as amended October 31, 2023
Exhibit 10.19
JOHN DEERE DEFINED CONTRIBUTION RESTORATION PLAN
EFFECTIVE 1 JANUARY 1997
AMENDED: 12 January 2000
EFFECTIVE: 1 January 2000
AMENDED: 28 November 2000
EFFECTIVE: 1 January 2001
AMENDED: 1 DECEMBER 2005
EFFECTIVE: 1 JANUARY 2005
AMENDED: 13 DECEMBER 2007
EFFECTIVE: 1 JANUARY 2008
AMENDED: 15 DECEMBER 2008
EFFECTIVE: 1 JANUARY 2009
AMENDED: 4 MARCH 2013
EFFECTIVE: 1 JANUARY 2013
AMENDED: 26 JUNE 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
TABLE OF CONTENTS
Page
Article I. Establishment, Purpose and Construction
Article II. PARTICIPATION
Article III. CONTRIBUTIONS
Article IV. ACCOUNTS AND RATE OF RETURN
Article V. VESTING
Article VI. DISTRIBUTIONS
Article VII. ADMINISTRATION, AMENDMENT AND TERMINATION
Article VIII. DEFINITIONS
Schedules
JOHN DEERE DEFINED CONTRIBUTION RESTORATION PLAN
Effective as of 1 January 2007 (unless otherwise provided herein), the Plan was amended pursuant to Section 409A of the Code. Amendments to the Plan adopted in 2007 are intended to align Plan provisions with prior operational changes and avoid the imposition on any Participant of taxes and interest pursuant to Section 409A of the Code. Interpretation of any portion of the Plan, if necessary, shall be consistent with this intent.
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, as amended, and the rulings and regulations thereunder (“ERISA”).
(a) | Effective as of 1 January 2023, any eligible employee who is hired or rehired by the Company on or after 1 January 2023 and who is eligible to receive Employer retirement contributions pursuant to Article III, Sections 3.1(c) and (d) of the SIP shall be eligible for Employer retirement contributions as described in Section 3.2(b) below. |
(b) | Effective as of 1 January 2006, any employee not participating in the Traditional Option under the SIP who is an active employee on 31 October of a calendar year shall be eligible to make a Deferral Allocation (as defined in Section 3.3(a)(i) hereof) under the Plan during the subsequent calendar year, provided they have eligible Compensation for the calendar year of participation in excess of the limit under Section 401(a)(17) of the Code that was in effect for the immediately preceding calendar year. |
(c) | Prior to 2006, any employee participating in the Contemporary Option under the SIP whose salary deferral and matching contribution under the SIP are reduced by the limitations imposed by Sections 401(a)(17), 402(g) and 415 of the Code shall be eligible to participate in the Plan. |
(a) | Effective 1 January 2007. Effective as of 1 January 2007, pursuant to one or more deferral agreements in force under this Plan and subject to this Article III, the maximum amount of Deferral Allocations (as defined in Section 3.3(a)(i) hereof) that may be allocated during a calendar year to a Participant’s Account under this Plan is determined as follows: |
(i) | the deferral percentage elected under this Plan not to exceed 6%, multiplied by, |
(ii) | eligible Compensation for a calendar year in excess of the limit under Section 401(a)(17) of the Code that was in effect for the immediately preceding calendar year. |
A Participant's deferrals under the Plan shall not commence until such Participant's Compensation from such calendar year exceeds the amount determined pursuant to Section 3.1(a)(ii).
(b) | Prior to 2007. Prior to January 1, 2007, pursuant to a salary deferral agreement in force under the SIP and subject to the provisions hereof, any amount of contribution up to 6% of Compensation for a calendar year that is restricted under Section 401(a)(17), Section 402(g) or 415 of the Code shall be allocated to a Participant’s salary deferral account under the Plan. |
(c) | Eligible Compensation. For purposes of Sections 3.1(a)(ii) and 3.3: |
(i) | “Compensation” for purposes of Deferral Allocations (as defined in Section 3.3(a)(i) hereof) under the Plan shall be Compensation as defined under the terms of the SIP in effect on 1 January 2007, which is paid to a Participant during the period beginning on the date on which such Participant first commences participation in the Plan and ending on the date of such Participant’s Separation from Service; provided, however, that such definition of Compensation under the SIP shall be applied without giving effect to the exclusion of amounts deferred under nonqualified deferred compensation plans, which are not considered “compensation” within the meaning of Section 415 of the Code and are not included in the definition of Compensation under the terms of the SIP; provided, further, that for avoidance of doubt, amounts received while a Participant is on a Special Paid Leave of Absence shall be considered Compensation for purposes of this Plan; and provided, further, that for avoidance of doubt, amounts received by a Participant after such Participant’s Separation from Service are not considered Compensation for purposes of this Plan, whether or not such amounts are received in respect of services performed prior to the Participant’s Separation from Service. |
(ii) | Compensation payable after 31 December of a calendar year for services performed during the final payroll period of such calendar year containing such 31 December shall be treated as Compensation for the subsequent calendar year; |
(iii) | Compensation for Participants who participate in the Contemporary Option under the SIP shall include Performance-Based Compensation received under the John Deere Short-Term Incentive Bonus Plan; and |
(iv) | Sales commissions shall be deemed earned in the calendar year in which the customer remits to the Company the payment to which such Compensation relates. |
(v) | Compensation shall include salary continuation benefits paid to a Disabled Participant during the 12-month period beginning on the Participant’s absence from work due to Disability and ending on the date on which benefits commence under the Company’s long-term disability plan, plus any Performance-Based Compensation received under the John Deere Short-Term Incentive Bonus Plan during such period, if any. |
(a)Employer Matching Contributions. Employer matching contributions, if any, corresponding to 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 described in Article IV, Section 4.1(b) of the SIP.
(b) Employer Retirement Contributions. Regardless of whether a Participant is eligible to make or has made a Deferral Allocation under this Plan for any calendar year, Employer retirement contributions shall be allocated to an Employer retirement contribution account under this Plan for Participants who are hired or rehired by the Company on or after 1 January 2023 and are eligible to receive Employer retirement contributions pursuant to Article III, Sections 3.1(c) and (d) of the SIP. Employer retirement contributions under the Plan will be determined as described in Article IV, Section 4.1(c) of the SIP; provided, that Employer retirement contributions shall be determined on the basis of Retirement Contribution Earnings (as such term is defined in the SIP) that are in excess of the limit under Section 401(a)(17) of the Code.
(a) | Effective 1 January 2007. |
(i) | A Participant's deferral allocation under the Plan (the “Deferral Allocation”) with respect to Performance-Based Compensation for services performed during a Plan Year commencing on or after 1 November 2006 and with respect to all other Compensation for services performed during a calendar year commencing on or after 1 January 2007 that is not Performance-Based Compensation (including commission compensation earned during the |
calendar year) shall be irrevocably determined pursuant to such Participant's deferral agreement in effect under this Plan as of 31 October preceding the beginning of the Plan Year (in the case of Performance-Based Compensation) and the beginning of the calendar year (for all other Compensation); provided, however, that the Deferral Allocation under the Plan shall not exceed 6% of the Participant's Compensation; and provided further that the Participant’s deferral agreement shall remain in effect for subsequent years until revoked or modified. Any such revocation or modification executed during a Plan Year shall become effective for Performance-Based compensation for the subsequent Plan Year and for other Compensation earned in the calendar year commencing after the end of the Plan Year in which the revocation or modification occurs. |
(ii) | Effective for calendar years commencing on or after 1 January 2007 and Plan Years commencing on or after 1 November 2006, an eligible employee who does not have a Deferral Allocation in place on 31 October shall not be permitted to make a Deferral Allocation under the Plan during the following calendar year or Plan Year. |
(iii) | A Participant’s elections with respect to his deferral agreement under the SIP shall have no effect on such Participant's Deferral Allocation under the Plan. |
(b) | 1 January 2006 to 31 December 2006. With respect to the calendar year commencing 1 January 2006 and the Plan Year commencing 1 November 2005, a Participant's Deferral Allocation shall be based on the Participant's deferral agreement under the SIP in effect as of 31 December 2005. |
(c) | 1 January 2005 to 31 December 2005. |
With respect to the calendar year beginning 1 January 2005 and the Plan Year beginning 1 November 2004, a Participant shall be permitted, through 15 March 2005, pursuant to Q&A 21 in Notice 2005-1, to make a new Deferral Allocation election or increase an existing Deferral Allocation with respect to amounts that have not been paid or that have not become payable at the time of such election; provided that the Participant's deferral agreement under the SIP in effect as of 15 March 2005 shall determine such Participant's Deferral Allocations under the Plan for the remainder of the 2005 calendar year; and provided further that such election with respect to the Plan shall not exceed 6% of the Participant's Compensation and shall be in accordance with procedures established by the Plan Administrator.
(d) | Prior to 1 January 2005. Effective 1 January 1997 or the first day of any subsequent month through December 1, 2004, 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 that such employee is participating in the Contemporary Option under the 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. |
(a) | 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 Deferral Allocations, Employer matching contributions and Employer retirement contributions 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 Deferral Allocations, Employer matching contributions and Employer retirement contributions under this Plan.
Effective 1 November 2015, the above two notional investment options are frozen to future contributions and exchanges into these two notional investment options. Notwithstanding the preceding sentence, exchanges out of these two notional investment options will still be permitted.
(b) | Effective 2 November 2015 the notional options listed on Schedule A shall become available for exchanges and effective 3 November 2015, the same notional investment options shall be available to future contributions. The Administrator may from time to time in its discretion modify the list of notional investment options set forth on Schedule A and, as so modified, such list shall constitute the notional investment options available for exchanges and future contributions occurring after the effective date of such modification. |
Employer retirement contributions, the rate of return for such Participant’s future contributions shall be the BTC LifePath Fund closest to the Participant’s 65th birthday until modified by the Participant in accordance with this Section 4.3.
(a) | Participants Retirement Eligible as of 31 December 2005. |
(i) | A Participant who is Retirement Eligible as of 31 December 2005 and incurs a Separation from Service on or after 1 January 2006 shall be permitted, subject to Sections 6.4 and 6.5, to irrevocably elect the form of distribution for his Account, pursuant to Section 6.3 and this Section 6.1(a)(i), paid, at the Participant's election, either (A) the first day of the month containing the date that is six months and one day after his Separation from Service, plus one day for each day of Vacation, (B) one or more years after his Separation from Service or (C) on a date specified by the Participant, provided that if such specified date is a date prior to the Participant's Separation from Service, then such specified date shall be disregarded and the Account shall be distributed on the date that is six months and one day after the Separation from Service, plus one day for each day of Vacation. Elections pursuant to this Section 6.1(a)(i) shall be made by no later than 31 December 2005 in accordance with procedures established by the Administrator and shall provide that distribution of the Account shall begin no later than 1 January of the calendar year following the calendar year in which the Participant attains age 75. An election made pursuant to this Section 6.1(a)(i) shall apply to a Participant’s entire Account, including amounts credited to the Account after 31 December 2005. |
(ii) | If a Participant described in Section 6.1(a)(i) does not make a timely election pursuant to Section 6.1(a)(i), his Account shall be paid in accordance with Section 6.1(b). |
(b) | Participants Retirement Eligible After 31 December 2005 Who Separate from Service After Becoming Retirement Eligible. Effective as of 1 January 2006, the Account of a Participant (i) who becomes Retirement Eligible after 31 December 2005, and (ii) whose Separation from Service occurs after he becomes Retirement Eligible, shall be paid in five annual installments. The amount and timing of each annual installment shall be determined as follows: |
(i) | The initial annual installment shall be an amount that is substantially equal to one-fifth of the value of the Participant's Account determined as of the last valuation date of the month immediately preceding the Measurement Date, and shall be paid on the last day of the month following the month which contains the Measurement Date. For purposes of Section 6.1, “Measurement Date” means the date that is the first anniversary of the Participant's Separation from Service, plus one day for each day of Vacation. |
(ii) | The second annual installment shall be an amount that is substantially equal to one-fourth of the value of the Participant's Account determined as of the last valuation date of the month immediately preceding the date that is the first anniversary of the Measurement Date, and shall be paid on the last day of the month following the month which contains the first anniversary of the Measurement Date. |
(iii) | The third annual installment shall be an amount that is substantially equal to one-third of the value of the Participant's Account determined as of the last valuation date of the month immediately preceding the date that is the second anniversary of the Measurement Date, and shall be paid on the last day of the month following the month which contains the second anniversary of the Measurement Date. |
(iv) | The fourth annual installment shall be an amount that is substantially equal to one-half of the value of the Participant's Account determined as of the last valuation date of the month immediately preceding the date that is the third anniversary of the Measurement Date, and shall be paid on the last day of the month following the month which contains the third anniversary of the Measurement Date. |
(v) | The fifth annual installment shall be an amount that is equal to the entire remaining balance in the Participant's Account and shall be paid on the date that is the fourth anniversary of the Measurement Date. |
(c) | Participants Not Retirement Eligible When Separated. Effective as of 1 January 2006, the Account of a Participant (i) who is not Retirement Eligible as of 31 |
December 2005, and (ii) whose Separation from Service occurs after 31 December 2005 and prior to the date on which he becomes Retirement Eligible shall be paid in a single lump sum on the last day of the month following the month in which the first anniversary of such Participant's Separation from Service occurs. |
(a) | General Rule. A Participant who incurs a Separation from Service between 1 January 2005 and 31 December 2005 inclusive shall be permitted to elect, in accordance with procedures established by the Administrator to receive his 409A Account in any of the payment forms specified in Section 6.3. The 409A Account shall be distributed at the time (or over a period of years) specified by the Participant; provided that the Participant shall not be permitted to elect a date that is earlier than 30 days following (i) the last day of the month in which the Participant’s Separation from Service occurs (ii) plus one day for each day of Vacation in the case of Retirement or no later than 1 January of the year following the year in which the Participant attains age 75. If a Participant elects to receive his 409A Account in the form of installments of decrementing amounts or a specified amount, each installment subsequent to the first shall be paid on the anniversary of first installment. The election pursuant to this Section 6.2(a) shall be made by no later than 31 December 2005. |
(b) | No Election. If a Participant described in Section 6.2(a) does not make a timely election, his 409A Account shall be paid in accordance with Section 6.1(c). |
(c) | Grandfathered Account. During calendar year 2005, a Participant’s Grandfathered Account shall be distributed in accordance with Section 6.3. |
(d) | Section 409A Transition Rules. Notwithstanding anything in the Plan, effective, unless otherwise provided, as of 1 January 2005 with respect to the 409A Account of a Participant and 1 January 2006 with respect to the Account: |
(i) | Timing of Elections and Plan Amendments. Except as otherwise provided in Section 6.2(d)(ii), to the extent that any Participant makes, on or prior to 31 December 2005, a payment election or the Company amends, on or prior to 31 December 2007, Plan provisions regarding the time and form of payment of a Participant's 409A Account, with respect to all or a portion of the amounts previously deferred that are subject to Section 409A, such election and amendment shall be deemed to be made pursuant to Q&A 19(c) in Notice 2005-1. |
(ii) | Termination of Participation; Cancellation of Deferral. To the extent that a Participant receives in the 2005 calendar year a distribution of all, or any portion, of his 409A Account or prospectively cancels or reduces in the 2005 calendar year all or any portion of his Salary Deferral Allocation election under the SIP, as the case may be, such distribution or cancellation shall be deemed a whole or partial (as the case may be) (i) termination of such |
Participant's 409A Account or (ii) cancellation of such Participant's deferral election under the Plan, each pursuant to Q&A 20(a) of Notice 2005-1. |
(a) | 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 6.3(b) below and form of distribution shown in 6.3(c). Termination of employment for the purposes of this Plan shall include retirement and Long-Term Disability status on or after 1 November 1998. Distribution must begin no later than 1 January of the year following the year the Participant reaches age 75. |
(b) | Election. A Participant shall make an irrevocable election regarding the time and manner of distribution no later than 30 days following termination of employment. Termination of employment for the purposes of this Plan shall include retirement and Long-Term Disability status on or after 1 November 1998. 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. |
(c) | Form of Distribution. |
(i) | A single lump sum payment |
(ii) | A specified dollar amount each year until Account balance reaches zero. |
(iii) | A decrementing yearly withdrawal over a specific period of time which results in a zero Account balance. |
In the event of the death of the Participant or a Qualified Domestic Relations Order, such beneficiaries or the Alternate Payee must take distribution as a single lump sum payment within 180 days following the event.
6.8 Employment Taxes due Upon Vesting. To the extent permitted under Section 409A, the Company may distribute an amount from a Participant’s Account to cover employment taxes payable on account of employer matching contributions (and earnings thereon) as well as related income tax withholding due on such distribution.
(a) | This Plan shall be administered by 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. |
(b) | The Administrator shall not accelerate or delay payment under the Plan except to the extent that such acceleration (including as a result of a “change in control” within the meaning of the default provisions of Section 409A and the final |
regulations promulgated thereunder) or delay shall not cause any person to incur additional taxes, interest or penalties under Section 409A (“Section 409A Compliance”). |
(a) | If the Plan is terminated pursuant to Section 7.8, payment of Participant Accounts shall be made in accordance with Article VI, except to the extent that the Board of Directors of the Company or the Management Compensation Committee of the Company determines, in its sole discretion and in full and complete settlement of the Company’s obligations under this Plan, to distribute the full amount of a Participant’s Account to the Participant; provided that such distribution may be effected in a manner that will result in Section 409A Compliance. |
(b) | If a participating subsidiary or affiliate withdraws from the Plan pursuant to Section 7.11, payment of Participant Accounts shall be made in accordance with Section 6.1 or 6.2, as applicable. |
Plan unless and until such subsidiary or affiliate thereafter requests permission to again participate in this Plan.
If during its affiliation with the Plan, a subsidiary or an affiliate's ownership by the Company falls below the 80 percent required level, such subsidiary or affiliate is automatically dropped from participation in this Plan and its employees are similarly dropped from being Participants in this Plan.
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).
“409A Account” means the portion of a Participant’s account under the Plan the right to which is not both earned and vested on December 31, 2004.
“Account” means, effective as January 1, 2006, a Participant’s Grandfathered Account and 409A Account.
“Administrator” means the Company.
“Deferral Allocation” means, with respect to a Participant, the deferral allocation election under the Plan applicable to Performance-Based Compensation and all other eligible Compensation.
“Disability” means an absence from work due to a disability as determined under the long-term disability plan or practice of the Company for 12 months or longer, or, if earlier, the date on which a Participant's reemployment with the Company ceases to be guaranteed.
“Grandfathered Account” means the portion of a Participant’s account under the Plan the right to which is both earned and vested on December 31, 2004. The Grandfathered Account shall be subject to the Prior Plan.
“Notice 2005-1” means Notice-2005-1 promulgated by the U.S. Treasury Department and the Internal Revenue Service., as clarified and expanded by Final Regulations under Section 409A and Notice 2006-79.
“Performance-Based Compensation” means performance-based compensation within the meaning of Section 409A.
“Prior Plan” means the terms of the Plan in effect immediately prior to 1 January 2005, as set forth in the Company’s written documents, rules, practices and procedures applicable to this Plan (but without regard to any amendments thereto after 3 October 2004 that would result in any material modification, within the meaning of Section 409A and Notice 2005-1, of the Grandfathered Benefit).
“Retirement Eligible” means 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--Contemporary Option in effect as of 1 January 2007.
“Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended, and the rulings and regulations thereunder.
“Separation from Service” means, with respect to a Participant, a separation from service within the meaning of the default rules of Section 409A; provided, however, that, notwithstanding anything in Section 7.12 to the contrary, 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 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; and provided further that, solely for purposes of an Account consisting exclusively of a Grandfathered Account, “Separation from Service” shall be determined in accordance with the terms of the Prior Plan.
“Vacation” means one or more days, as the case may be, of such vacation to which the Participant is entitled pursuant to the policies and practices of the Company then in effect and (i) as of the date of the Participant’s Separation from Service, deferred from a prior anniversary year and unused as of such Separation from Service, (ii) earned in the current anniversary year and unused as of such Separation from Service and (iii) if a Participant’s Vacation described in clause (i) or (ii) of this definition is used in the anniversary year following the anniversary year in which such Separation from Service occurs, earned in such following anniversary year, whether or not used by the Participant.
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 EQUITY FUND
U.S. EQUITY FUND (effective November 1, 2023)
ALLSPRING EMERGING MARKETS EQUITY CIT E2
CIT-ALLSPRING ENHANCED CORE BOND E2
BLENDED INTEREST FUND
SHORT-TERM INVESTMENT FUND W