Summary of TEREX CORP - Yahoo! Finance

Change in Directors or Principal Officers, Other Events, Financial Statements and Exhi

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On October 14, 2008, the Board of Directors (the "Board") of Terex Corporation ("Terex" or the "Company") approved amendments to the Company plans listed below (collectively, the "Plans"), which are intended to bring the Plans into compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"):

The following is a listing of the Plans which were amended and the most significant changes to each Plan:

Х Terex Corporation Deferred Compensation Plans:

Х Bifurcation of the Company's deferred compensation plans into two plans: one for deferrals made prior to January 1, 2005, the Terex Corporation Amended and Restated Deferred Compensation Plan, and one for deferrals made on January 1, 2005 and thereafter, the Terex Corporation 2005 Deferred Compensation Plan.

Х Elimination of the ability of participants to accelerate their distribution of post-January 1, 2005 deferrals with a 10% penalty.

Х Elimination of post-January 1, 2005 deferrals of restricted stock by team members.

Х Elimination of ability of participants who are one of the Company's 50 most highly compensated team members from receiving payments of post-January 1, 2005 deferrals in the first six months after such participant's separation from service from the Company.

Х Terex Corporation Amended and Restated 2000 Incentive Plan:

Х Removal of share purchase awards.

Х Elimination of ability of participants who are one of the Company's 50 most highly compensated team members from receiving payments in the first six months after such participant's separation from service from the Company.

Х Terex Corporation Amended and Restated 2004 Annual Incentive Compensation Plan:

Х Clarify that a bonus award must be payable no later than March 15 of the year following the year in which the Compensation Committee determines or certifies the amount of the bonus award.

On October 14, 2008, the Company and Ronald M. DeFeo, the Chairman and Chief Executive Officer of Terex, entered into an Amended and Restated Employment and Compensation Agreement (the "DeFeo Agreement"). The DeFeo Agreement is intended to comply with Section 409A and Section 162(m) of the Code. The following is a listing of the most significant changes to the DeFeo Agreement from Mr. DeFeo's prior employment agreement with the Company:

Х Amend the definition of Good Reason to include materiality qualifiers to have the Good Reason definition comply with Section 409A of the Code.

Х Revise the calculation of the bonus amount for a prior year period that has not yet been paid out to comply with Section 162(m) of the Code.

Х Conform the timing of certain payouts so that the timing of Mr. DeFeo's payout would be the same regardless of the triggering event.

Х Provide specificity with respect to the payment of benefits that Mr. DeFeo would receive following a separation from service.

Х Eliminate the ability of Mr. DeFeo to receive payments in an amount that is greater than allowed under the Code in the first six months after Mr. DeFeo's separation from service from the Company.

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Х Removal of Gehl Company from the Machinery Group (as such term is defined in the DeFeo Agreement) due to its announced acquisition by the Manitou Group.

None of the amendments to the Plans or the DeFeo Agreement materially increase the compensation, benefits, grants or awards issuable or payable thereunder.

Copies of the Plans and the DeFeo Agreement are filed as Exhibits 10.1, 10.2, 10.3, 10. 4 and 10.5 to this Form 8-K. The foregoing summary of the Plans and the DeFeo Agreement is qualified in its entirety by reference to the attached Plans and the DeFeo Agreement.