FORM OF
RESTRICTED STOCK AGREEMENT
UNDER THE
TEREX CORPORATION
2000 INCENTIVE PLAN
Agreement, made as of the [DATE] between TEREX CORPORATION, a Delaware
corporation, having an office at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(hereinafter called the "Corporation") and [GRANTEE'S NAME] (the "Participant").
W I T N E S S E T H:
The Corporation hereby grants the Participant as of [GRANT DATE] ("Date of
Grant") [####] shares of the common stock of the Corporation of the par value of
$.01 per share (the "Award Shares") subject to the following terms and
conditions:
1. Forfeitures and Vesting. The Participant shall receive the Award Shares
in accordance with the following schedule, but subject to forfeiture as
described below:
Anniversary of
Date of Grant Participant receives:
--------------- ----------------------
1st 25% of the Award Shares
2nd 50% of the Award Shares
3rd 75% of the Award Shares
4th 100% of the Award Shares
However, if the Participant terminates employment with the Corporation and
its subsidiaries and affiliates at any time before the fourth anniversary of the
Date of Grant (other than in the case of Participant's death or Disability),
then the Participant will forfeit all Award Shares the Participant has not yet
received, in accordance with the following schedule:
Termination Before
Anniversary of Date of Grant Participant forfeits:
----------------------------- ---------------------
1st 100% of the Award Shares
2nd 75% of the Award Shares
3rd 50% of the Award Shares
4th 25% of the Award Shares
Thereafter 0% of the Award Shares
Award Shares which have not been forfeited as provided for in the preceding
sentence shall be delivered to the Participant promptly upon the earliest to
occur of (i) the date set forth in the delivery schedule above, (ii) the
Participant's death or Disability, and (iii) a Change in the Control of the
Corporation. An individual who is employed by a subsidiary or affiliate of the
Corporation shall be deemed to have ceased employment with the Corporation at
such time as the Corporation owns, either directly or indirectly, less than 50%
of the total combined voting power of all classes of stock entitled to vote of
such subsidiary or affiliate.
2. Transfer Restrictions. The Award Shares are not transferable and shall
not be sold, assigned, pledged or otherwise transferred by the Participant until
received by the Participant (that is, when they are no longer subject to
forfeiture).
3. Plan. The Award Shares are awarded pursuant to the Terex Corporation
2000 Incentive Plan (the "Plan") and are subject to all of the terms and
conditions of said Plan, which is hereby incorporated herein by reference. All
capitalized terms used but not defined in this Agreement shall have the meanings
given to such terms in the Plan.
4. Tender Offer or Merger. Award Shares (i) may be tendered in response to
a tender offer for or a request or invitation to tenders of greater than 50% of
the outstanding common stock of the Corporation or (ii) may be surrendered in a
merger, consolidation or share exchange involving the Corporation; provided, in
each case, that the securities or other consideration received in exchange
therefor shall thereafter be subject to the restrictions and conditions set
forth herein.
5. Withholding Taxes. In order to enable the Corporation to meet any
applicable federal, state or local withholding tax requirements arising as a
result of the Participant's receiving his or her Award Shares, the Participant
shall pay the Corporation the amount of tax to be withheld in connection with
Participant's receipt of the Award Shares.
6. Award Share Certificates. The Corporation shall cause the Award Shares
to be transferred on the books of the Corporation and registered in the name of
the Corporation as nominee for the Participant until all restrictions lapse or
such shares are forfeited as provided herein. Upon the restriction lapse, Award
Shares shall be transferred from the books of the Corporation to the books of
the Plan recordkeeper, in street name, for the benefit of the Participant.
7. Government Regulations. Notwithstanding anything contained herein to the
contrary, the Corporation's obligation to issue and deliver certificates
evidencing the Award Shares shall be subject to all applicable laws, rules and
regulations and to such approvals by any governmental agencies or national
securities exchanges as may be required.
8. Employment. Participation in the Plan shall not affect the Corporation's
right to discharge a Participant or constitute an agreement of employment
between the Participant and the Corporation.
9. Governing Law. Except as otherwise provided, this Agreement shall be
interpreted and construed in accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the day and year first hereinabove written.
TEREX CORPORATION
By: _______________________________
[CORPORATE OFFICER]
_______________________________
[GRANTEE'S NAME]
Address: ___________________________________________
Social Security No.: ___________________________________