Exhibit 10.1
SEPARATION, RELEASE, AND COOPERATION AGREEMENT
This Separation, Release, AND Cooperation Agreement (“Separation Agreement” or “Agreement”) is between Kellye Walker (“Employee”), an individual, and Deere & Company (the “Company”).
Employee’s employment with the Company will terminate effective as of July 17, 2026 (the “Separation Date”), subject to the terms below. Employee’s last day of work was May 19, 2026. Employee and the Company have agreed to settle any actual or potential disputes completely now and forever, and in consideration of Employee’s agreement to the terms of this Separation Agreement, the Company has agreed to provide Employee the severance payment, as described below, which Employee agrees is in addition to whatever compensation or benefits Employee is already entitled to receive from the Company.
| (A) | Employee will be placed on a paid leave of absence from May 19, 2026 through July 17, 2026 (the “Paid Leave Period”). During the Paid Leave Period, Employee will receive a daily proration of monthly base pay (monthly pay being $71,400 (less applicable federal, state, and local tax withholdings)) in accordance with the Company’s regular payroll practices. Additionally, during the Paid Leave Period, Employee will be eligible for only the following active employee benefits: 401(k), healthcare insurance, and life insurance, all of which are subject to the terms and conditions of the applicable benefit plans and/or governing documents. |
| (B) | Within 38 calendar days after the Employee executes this Agreement, subject to the non-revocation of this Agreement, as described in Section 12, Employee will receive an initial severance payment of $1,000,000.00 (less applicable federal, state, and local tax withholdings). |
| (C) | Subject to Employee’s (i) continued cooperation with the Company pursuant to Section 15 for the six month period following the Separation Date, and (ii) continued compliance with the restrictive covenants set forth in Section 8 during the Restriction Period, within 15 calendar days after the end of the Restriction Period, Employee will receive an additional payment of $5,170,000.00 (less applicable federal, state, and local tax withholdings). |
claims, charges, or suits, known or unknown, arising at any time up to the date Employee signs this Agreement, which Employee, Employee’s heirs, successors, representatives or assigns have or may have against the Company, its parent, subsidiary or affiliated companies (an “affiliated company” or “affiliate” as used in this Agreement means any company or other entity in which the Company has an ownership interest), and/or their respective officers, directors, agents, employees, insurers, consultants, successors or assigns, regardless of what the claims are based upon and whether such claims arise or could arise under common law, tort law, contract law, and quasi-contract law (including but not limited to claims of breach of an express or implied contract, tortious interference with contract or prospective business advantage, breach of the covenant of good faith and fair dealing, promissory estoppel, detrimental reliance, invasion of privacy, nonphysical injury, personal injury or sickness or any other harm, wrongful or retaliatory discharge, fraud, defamation, slander, libel, false imprisonment, and negligent or intentional infliction of emotional distress) the labor laws or employment discrimination laws, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act (ADA), the Family and Medical Leave Act (FMLA), Employee Retirement Income Security Act (ERISA), (including, but not limited to, claims for breach of fiduciary duty under ERISA), the Equal Pay Act, the Worker Adjustment and Retraining Notification Act (WARN), the Families First Coronavirus Response Act, and the Coronavirus Aid, Relief, and Economic Security Act, including all amendments thereto, and any claims or rights arising under the state statutes, laws, and/or regulations identified in Attachment A of this Agreement as applicable, or under any other statute, rule, ordinance, or administrative regulation, whether of federal, state or local origin. Employee also agrees to waive any right to bring, maintain, participate as a member or representative in, receive notice of, or recover any relief from any class, collective, or representative action against the Company and/or any released parties to the fullest extent under law. Employee further agrees that if Employee is included within a class, collective, or representative action, Employee will opt-out of the action or refrain from opting in. All matters released and discharged are collectively referred to as “Released Claims.”
Employee expressly understands and acknowledges that Employee is waiving and releasing any rights Employee may have under the Age Discrimination in Employment Act (“ADEA”) and the Older Workers Benefit Protection Act (“OWBPA”) and that this waiver and release is knowing and voluntary.
Notwithstanding the generality of the foregoing, nothing herein constitutes a release or waiver by Employee of, or prevents Employee from making or asserting: (i) any claim or right Employee may have under COBRA; (ii) any claim or right Employee may have for unemployment insurance or workers’ compensation benefits; (iii) any claim to vested benefits under the written terms of a qualified employee pension benefit plan; (iv) any medical claim incurred during Employee’s employment that is payable under applicable medical plans or an employer-insured liability plan; (v) any claim or right that may arise after the execution of this Agreement; (vi) any claim or right Employee may have under this Agreement; or
2
(vii) any claim that is not otherwise waivable under applicable law. In addition, nothing herein shall prevent Employee from filing a charge or complaint with the Equal Employment Opportunity Commission (“EEOC”), the National Labor Relations Board (“NLRB”), or similar federal or state agency or Employee’s ability to participate in any investigation or proceeding conducted by such agency; provided, however, that pursuant to Section 3, Employee is waiving any right to recover monetary damages or any other form of personal relief in connection with any such charge, complaint, investigation or proceeding. To the extent Employee receives any personal or monetary relief in connection with any such charge, complaint, investigation or proceeding, Employee hereby assigns it to the Company and/or the Company will be entitled to an offset for the payments made pursuant to Section 1 of this Agreement.
3
attorney-client information, attorney work product, and other privileged information. Additionally, Employee recognizes that Employee’s ability to disclose information may be limited or prohibited by applicable law and the Company does not consent to disclosures that would violate applicable law.
Please take notice that federal law provides criminal and civil immunity to federal and state claims for trade secret misappropriation to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law.
4
| (a) | Non-Solicitation of Employees/Consultants. Employee agrees that during the Paid Leave Period and for the six-month period following the Separation Date (the “Restriction Period”), Employee will not, either directly or through others, hire or attempt to hire any employee, consultant or independent contractor of the Company, or solicit or attempt to solicit any such person to change or terminate their relationship with the Company or otherwise to become an employee, consultant or independent contractor to, for or of any other person or business entity, unless more than three months shall have elapsed between the last day of such person’s employment or service with the Company and the first day of such solicitation or hiring or attempt to solicit or hire. Consultants or independent contractors shall not include outside law firms, lawyers, legal-service providers, or professional service providers. |
| (b) | Non-Solicitation of Business Relationships. Employee agrees that during the Restriction Period, Employee will not, either directly or through others, solicit, divert or appropriate, or attempt to solicit, divert or appropriate for the benefit of a Competitive Business, any actual or prospective dealer of the Company with whom Employee has engaged as part of Employee’s services to the Company within the final 12 months of her employment, or |
5
regarding whom Employee learned, non-public confidential or proprietary information during Employee’s employment or service with the Company. The term “Competitive Business” means any activities or services with respect to the design, manufacture, or sale of technology, machinery, equipment or service parts which compete with the technology, machinery, equipment or service parts designed, manufactured or sold by the Company during Employee’s employment by the Company and (i) that are similar to the activities Employee has performed at any time during the last three years of Employee’s employment with the Company, or (ii) about which Employee obtained and/or had access to non-public confidential and proprietary information of the Company.
| (c) | Non-Competition. Employee acknowledges that, in the course of Employee’s employment and by virtue of Employee’s position as a senior executive, Employee has had access to highly confidential, proprietary, and competitively sensitive information regarding the Company’s business, strategy, operations, customers, suppliers, and workforce. Employee further acknowledges and agrees that the restrictions set forth herein are (1) reasonable and necessary to protect the Company’s legitimate business interests, and (2) do not restrict, minimize, or limit Employee’ ability to practice law. Accordingly, Employee agrees that during the Paid Leave Period and during the Restriction Period, Employee will not, directly or indirectly, whether as an employee, consultant, advisor, partner, investor (other than as a passive holder of less than two percent (2%) of any publicly traded company), or in any other non-legal capacity: (i) engage in, perform services for, or otherwise participate in any Competitive Business; or (ii) undertake any role or responsibilities with a Competitive Business that would reasonably be expected to result in the use or disclosure of the Company’s confidential or proprietary information. For purposes of this Agreement, “Competitive Business” shall mean the entities, including any of their parents, subsidiaries, or affiliates, identified in Attachment D. Employee agrees that the foregoing restrictions shall apply on a worldwide basis, recognizing the global scope of the Company’s business and Employee’s role therein. Notwithstanding the foregoing, nothing in this Section shall prohibit Employee from (1) being employed by a diversified organization that conducts a Competitive Business so long as Employee is not engaged in, and has no direct or indirect responsibilities relating to, the Competitive Business unit, or (2) engaging in the practice of law in any capacity. Employee acknowledges that the duration, scope, and geographic reach of this covenant are reasonable and necessary to protect the Company’s legitimate business interests and that the consideration provided under this Agreement is sufficient to support these restrictions. |
6
| (d) | The parties agree that the covenants set forth above, to the extent they relate to the practice of law, shall be interpreted consistent with the Illinois Supreme Court Rules of Professional Responsibility, including but not limited to, Rules 1.6, 1.9, ad 5.6. |
7
revocation period to the Company, to Andrew Moline, VP, Total Rewards, One John Deere Place, Moline, IL 61265. This Agreement may not be enforced until after the revocation period has expired.
8
9
IN WITNESS WHEREOF, the parties have knowingly and voluntarily executed this Separation Agreement on the date so indicated.
| | DEERE & COMPANY |
| | |
/s/ Kellye L. Walker | By: | /s/ Felecia J. Pryor |
Kellye Walker | Title: | Senior Vice President & CPO |
| | |
Date: July 17, 2026 | | Date: July 17, 2026 |
THE COMPANY HEREBY ADVISES YOU TO CONSULT WITH AN ATTORNEY OF YOUR OWN CHOICE BEFORE SIGNING THIS SEPARATION AGREEMENT AND RELEASE. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
10