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

This excerpt taken from the TEX 8-K filed Jun 11, 2009.

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

 

(b)       Effective June 8, 2009, Jonathan D. Carter, Vice President, Controller and Chief Accounting Officer of Terex Corporation (“Terex” or the “Company”) since January 2006 has accepted a new assignment leading the global finance team of the Company’s Cranes business segment and will no longer be the Company’s Controller and Chief Accounting Officer.

 

(c)        Effective June 8, 2009, Mark I. Clair has been appointed the Company’s Vice President, Controller and Chief Accounting Officer. Mr. Clair, 49, had been serving as Vice President, Corporate Controller and Chief Accounting Officer of Hexcel Corporation since July 2007. Prior to that, Mr. Clair served as Assistant Controller of Terex from June 2005 to July 2007. From 1988 to June 2005, Mr. Clair held various positions for United States Steel Corporation, including Director—General and Consolidation Accounting from June 2003 through May 2005, and Controller of U.S. Steel’s Minnesota Ore Operations from June 1999 through May 2003. Mr. Clair is a certified public accountant and certified internal auditor.

 

Mr. Clair is to receive an initial annual base salary of $300,000, which will be reviewed by Terex in accordance with its normal review process, as well as annual bonuses. In accordance with the Company’s previously announced salary reduction program, after three months of employment with the Company, Mr. Clair’s base salary will be reduced by 10% for the remainder of 2009, consistent with other team members. Mr. Clair will be eligible for an incentive bonus with a target set at 50% of his unreduced base salary (pro-rated for partial year participation). For 2009, Mr. Clair will receive a bonus amount of not less than $100,000. Mr. Clair will also receive a one-time start bonus of $35,000 thirty days after his employment with the Company begins, as well as certain other benefits and perquisites.

 

Subject to compliance with all applicable laws, Mr. Clair will receive an initial grant of shares of Terex common stock worth $300,000, however in no event will the number of shares granted exceed 60,000. All shares will vest ratably over a three year period.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: June 11, 2009

 

TEREX CORPORATION

 

By: /s/ Phillip C. Widman

Phillip C. Widman

Senior Vice President and

Chief Financial Officer

 

 

 

 

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This excerpt taken from the TEX 8-K filed May 18, 2009.

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.

 

This excerpt taken from the TEX 8-K filed Mar 12, 2009.

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

 

(e)   (i) Terex Corporation (“Terex” or the “Company”) announced that it is implementing a program which will result in the base salaries for its executive officers, including Ronald M. DeFeo its Chairman and Chief Executive Officer and the other named executive officers, being reduced by 10% for the remainder of 2009. This program may include some reductions in work schedule. The salary reductions do not affect other compensation and benefit programs, such as targets for bonus compensation, pension plan calculations and certain other items, which will continue to be based upon the applicable base salary prior to the reduction.

 

(ii) On March 3, 2009, Terex reported on a Form 8-K that Steve Filipov received a grant of 31,200 shares of time-based restricted stock, a performance-based cash award in the amount of $309,000 that is contingent upon the Company achieving a targeted earnings per share in each of 2009, 2010 and 2011 and a performance-based cash award in the amount of $309,000 that is contingent upon the Company achieving a targeted percentile rank against a peer group of companies for three year annualized total shareholder return for the period January 1, 2009 through December 31, 2011. Mr. Filipov actually received 17,400 shares of time-based restricted stock and both of his performance-based cash awards were in the amount of $171,700.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: March 12, 2009

 

TEREX CORPORATION

 

 

By: /s/ Eric I Cohen

Eric I Cohen

Senior Vice President, Secretary and General Counsel

 

 

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This excerpt taken from the TEX 8-K filed Dec 16, 2008.

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

 

(e) On December 12, 2008, the Board of Directors (the “Board”) of Terex Corporation (“Terex” or the “Company”) approved amendments to the Company’s Supplemental Executive Retirement Plan (“Existing SERP”). The following is a listing of the most significant changes to the Existing SERP, which include changes that are intended to bring the Existing SERP into compliance with Section 409A of the Internal Revenue Code of 1986, as amended:

 

 

Closing the Existing SERP to new participants.

 

Reducing the vesting requirement from 15 years of service with the Company to 10 years of service with the Company.

 

Eliminating participant discretion to choose when benefits commence and in what form benefits are received.

 

Amending the Existing SERP to prevent participants who are one of the Company’s 50 most highly compensated team members from receiving payments in the first six months after the participant’s separation from service from the Company.

 

On December 12, 2008, the Board approved the creation of a new defined contribution Supplemental Executive Retirement Plan (“New SERP”) for select senior executives, which will be effectuated by an amendment to the Company’s 2005 Deferred Compensation Plan (“DCP”). The following is a listing of the most significant changes to the DCP:

 

 

Amending the DCP to create a new account under the plan which will be called a Retirement Plus Account.

 

Contributions made to a participant’s Retirement Plus Account shall be based upon 10% of the participant’s base salary and bonus earned.

 

Participants in the New SERP shall vest in the contributions made to their Retirement Plus Account after 10 years of service with the Company.

 

A senior executive participating in the Existing SERP will not be eligible to participate in the New SERP. Participants in the Existing SERP shall be given a one time option to participate in the New SERP and convert the value of their accrued benefit as of December 31, 2008 under the Existing SERP to an actuarially determined lump sum and transfer such amount to the New SERP.

 

Copies of the Existing SERP, as amended, and the amendment to the DCP are filed as Exhibits 10.1 and 10.2 to this Form 8-K. The foregoing summary of the Existing SERP and the amendment to the DCP is qualified in its entirety by reference to the attached Exhibits.

 

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This excerpt taken from the TEX 8-K filed Oct 17, 2008.

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:

 

 

Terex Corporation Deferred Compensation Plans:

 

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.

 

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

 

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

 

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.

 

 

Terex Corporation Amended and Restated 2000 Incentive Plan:

 

Removal of share purchase awards.

 

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.

 

 

Terex Corporation Amended and Restated 2004 Annual Incentive Compensation Plan:

 

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:

 

 

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

 

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.

 

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

 

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

 

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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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.

 

This excerpt taken from the TEX 8-K filed Jul 17, 2008.

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

 

(e)        On July 14, 2008, the Compensation Committee of the Board of Directors of Terex Corporation (“Terex” or the “Company”) ratified an Employment Memo entered into between Steve Filipov and the Company, which confirmed Mr. Filipov’s appointment as President, Strategic Accounts and Developing Markets (the “Memo”).

 

Pursuant to the Memo, Mr. Filipov is to receive an annual base salary of $450,000 and will be eligible to participate in the Company’s incentive bonus plan with a bonus target set at 75% of his base salary, based on the performance of the Company and Mr. Filipov’s individual performance.

 

Mr. Filipov will continue to be eligible to receive annual long term incentive awards, as well as continue to be eligible to participate in the Company’s Supplemental Executive Retirement Plan and Deferred Compensation Plan.

 

Mr. Filipov will receive relocation assistance in connection with his move to the Westport, Connecticut area, a housing allowance, use of a Company vehicle, tuition reimbursement for his children’s schooling and financial planning and tax protection assistance.

 

A copy of the Memo is included as Exhibit 10.1 to this Form 8-K.

 

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