ten percent Uses in Excise Tax Equalization Payment Clause

Excise Tax Equalization Payment

THIS AGREEMENT is made and entered into as of the day of , 2008, by and between Deere & Company (hereinafter referred to as the Company) and (hereinafter referred to as the Executive).

Excise Tax Equalization Payment. In the event that the Executive becomes entitled to Severance Benefits or any other payment or benefit under this Agreement, or under any other agreement with or plan of the Company (in the aggregate, the Total Payments), if all or any part of the Total Payments will be subject to the tax (the Excise Tax) imposed by Section 4999 of the Code (or any similar tax that may hereafter be imposed), the Total Payments paid to the Executive shall be reduced, such that the value of the aggregate payments that the Executive receives shall be one dollar ($1) less than the maximum amount which the Executive may receive without becoming subject to the tax imposed by Section 4999 of the Code, or which the Company may pay without loss of deduction under Section 280G(a) of the Code. Notwithstanding the preceding paragraph, the Company shall pay to the Executive in cash an additional amount (the Gross-Up Payment) such that the net amount retained by the Executive after deduction of any Excise Tax upon the Total Payments and any federal, state, and local income and employment tax, penalties, interest, and Excise Tax upon the Gross-Up Payment provided for by this Section 5.1 (including FICA and FUTA), shall be equal to the Total Payments, if and only if such Gross-Up Payment would enable the Executive to receive an amount which would exceed by at least ten percent (10%) the Total of Payments reduced as described in the preceding paragraph. Any such payment shall be made by the Company to the Executive as soon as practical following the Effective Date of Termination, but in no event beyond thirty (30) days from such date.