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

(e) On May 14, 2009, at the 2009 Annual Meeting of Stockholders of Terex Corporation (the "Company"), the Company's stockholders approved the Terex Corporation 2009 Omnibus Incentive Plan (the "2009 Plan"). The 2009 Plan provides for incentive compensation in the form of (i) options to purchase stock, (ii) stock appreciation rights, (iii) restricted stock awards, (iv) other stock awards, (v) cash awards and (vi) performance awards. A description of the material terms of the plan is set forth in Proposal 3, under the heading "Approval of the Terex Corporation 2009 Omnibus Incentive Plan" in the Company's Proxy Statement filed with the Securities and Exchange Commission on March 31, 2009, which description is hereby incorporated by reference into this Item 5.02(e). The foregoing description of the 2009 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the 2009 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01. Other Events.

The Company has previously announced salary reductions of up to 10% for the balance of this year for most of the Company's team members. In recognition of this sacrifice by the Company's team members, on May 14, 2009, the Board of Directors of the Company unanimously approved a 10% reduction in the 2010 annual board retainer payable to outside directors, which is the next scheduled payment of director fees for outside directors.