Compensation Recoupment Policy, as amended from time to time, or any successor policy thereto (the “Policy”).
(9) No Employment Rights. Nothing herein confers any right or obligation on you to continue in the employ of the Company or any Subsidiary, nor shall this document affect in any way your right or the right of the Company or any Subsidiary, as the case may be, to terminate your employment at any time. Nothing herein creates an employment agreement or becomes part of remuneration for purposes of determining other benefits. Receipt of this award does not entitle you to any future awards or other considerations even if the Committee decides to continue making such awards to other employees.
(10) Change of Control Events. For purposes of Article VII of the Plan as it applies to the RSUs and PSUs awarded in this letter, notwithstanding the definitions in Article VII, a “Change of Control” shall have the meanings assigned to “Change in Control Events” under Section 409A of the Code and related regulations of the Secretary of the United States Treasury. Article VII of the Plan shall be administered with respect to the RSUs and PSUs so that it complies in all respects with Section 409A and related regulations. Upon a Change of Control and a Qualifying Termination, as defined in accordance herewith, unvested PSUs will be cashed out at target grant on the basis of the Change of Control Price on the date of the Change of Control.
(11) Severability. If all or any part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any part of this Agreement so declared to be unlawful or invalid shall, if possible, be construed in a manner that will give effect to the terms thereof to the fullest extent possible while remaining lawful and valid.
(12) Amendment. This Agreement may be amended only by a writing executed by the Company and you that specifically states that it is amending this Agreement. Notwithstanding the foregoing, this Agreement may be amended solely by the Committee by a writing which specifically states that it is amending this Agreement, so long as a copy of such amendment is delivered to you, and provided that no such amendment adversely affecting your rights hereunder may be made without your written consent. Notwithstanding the foregoing, the Committee reserves the right to change, by written notice to you, the provisions of the RSUs, PSUs or this Agreement in any way it may deem necessary or advisable (i) to carry out the purpose of the grant as a result of any change in applicable laws or regulations or any future law, regulation, ruling, or judicial decision, (ii) to ensure that you are not required to recognize taxable income with respect to your RSUs and PSUs prior to the time that they are converted into shares of Common Stock and are not subject to any additional taxes, penalties or interest under Section 409A of the Code or (iii) to exercise the Committee’s discretion to eliminate or decrease the amount of the award as reserved in the Plan; provided that any such change shall be applicable only to RSUs and PSUs which are then subject to restrictions as provided herein.
(13) Consent to Personal Data. By agreeing to the terms hereof, you also agree to the collection, processing, use and worldwide transfer of your personal data to and from Deere & Company and its subsidiaries, banks, brokers, plan servicers, grant administrators and government agencies as necessary for grant and Plan administration.
(14) Withholding Tax Election. Upon conversion of RSUs and PSUs to Common Stock, the default election will be to withhold whole shares of stock to be issued upon the conversion and applied to the required withholding taxes. In order to help