AMENDMENT TO THE TEREX
CORPORATION
2005 DEFERRED COMPENSATION
PLAN
WHEREAS, Terex Corporation, a
Delaware corporation located at 200 Nyala Farm Road, Westport, CT
06880 (the "Corporation") adopted the Terex Corporation 2005
Deferred Compensation Plan,effective January 1, 2005 (the "Plan");
and
WHEREAS, the Corporation wishes to
amend the Plan;
NOW, THEREFORE, the Plan is hereby
amended, effective as of January 1, 2009, except as otherwise
specifically provided, as follows:
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1.
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Section 2.l. is hereby amended to
read as follows:
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“Key Employee
Limitation : The
following limitation is intended to comply with Section 409A.
Notwithstanding any Deferral Election, Retirement Plus Election, or
provision of this Plan to the contrary, distribution of the
Deferred Compensation Account or Retirement Plus Account payable by
reason of a Participant’s Termination of Employment or
Retirement to a Participant who is a Key Employee, shall not be
made before six months after such separation from service or the
Participant’s death, if earlier. At the end of such six-month
period, amounts that would have been payable but for the Key
Employee Limitation shall be paid in a lump sum, without interest,
on the first day of the seventh month following the
Participant’s Termination of Employment or Retirement, as
applicable, and remaining payments shall commence as indicated on
the relevant Deferral Elections, Retirement Plus Elections, or the
Plan, as applicable.”
2. Sections
2.q. through 2.s. and Sections 2.t. through 2.u. are hereby
renumbered Sections 2.t. through 2.v. and Sections 2.x. through
2.y., respectively; all references to any of such Section numbers
are hereby replaced with the adjusted Section numbers; and new
Sections 2.q., 2.r., 2.s. and 2.w. are added to the Plan to read as
follows:
“q.
Retirement Plus Account : An account shall be established on
behalf of each Retirement Plus Participant under Section
4.g.
r.
Retirement Plus Election : The form or other method of
deferral acceptable to the Corporation that provides for a
Retirement Plus Participant to elect the time and form amounts
credited to his or her Retirement Plus Account will be distributed.
A Retirement Plus Election must be completed by the Retirement Plus
Participant and submitted to the Corporation within 30 days after
being selected to participate in the Plan.
s.
Retirement Plus Participant : An employee of the Corporation
who is a senior officer or other key employee who has been selected
by the Compensation Committee of the Board of Directors of the
Corporation (the “Committee”) to receive a benefit
described in Section 4.g on or after November 1, 2008. Depending on
the context, references herein to Participant shall sometimes
include Retirement Plus Participant.”
and
“w.
Vesting Date : The earliest to occur of the date on which
the Retirement Plus Participant (i) completes ten Years of
Participation, (ii) terminates employment with the Corporation and
its affiliates after attaining age 65, or (iii) terminates
employment with the Corporation and its affiliates either by the
Corporation without “Cause” (as defined in Section
5.b.(7) below) or by
such Participant for “Good
Reason” (as defined in the Terex Corporation Supplemental
Executive Retirement Plan (the
“SERP”)).”
3. Section
2.u. (as renumbered above) is hereby amended by adding the phrase
“or the Retirement Plus Account, as applicable,”
immediately following the phrase “Deferred Compensation
Account” each time the latter appears therein.
4. Section
4 is hereby amended by renaming the Section as follows: “
Deferred Compensation Account, Earnings, Corporation Matching
and Retirement Plus Contributions .”
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5.
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Section 4 is hereby amended by adding a new
Section 4.g. to read as follows:
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“g.
Retirement Plus Contributions . For each Plan Year in which
the Retirement Plus Participant was employed by the Company for at
least six months, the Retirement Plus Account of each Retirement
Plus Participant shall be credited, for bookkeeping purposes, with
an amount equal to ten percent of the base salary and annual bonus
paid pursuant to the Company’s annual incentive compensation
plan then in existence to each such Participant for such Plan Year
(“Retirement Plus Contributions”). Retirement Plus
Contributions for annual bonuses shall be credited to the
Retirement Plus Accounts within 180 days following the date on
which the annual bonus is paid and Retirement Plus Contributions
for salary shall be credited to the Retirement Plus Accounts within
180 days following the end of the year in which the salary is
earned; provided that in the event of the Participant’s
Retirement, death, Disability (as defined in Section 5.b.(4)), or
Termination of Employment prior to the date such amounts are
credited to his or her Retirement Plus Account, the Company will
credit the appropriate amounts to such Account prior to
distribution. Amounts credited to Retirement Plus Accounts shall be
credited with earnings and losses as measured by the Bond Index
selected by the Corporation from time to time.”
6. Section
5.a. is hereby amended by replacing the term “ Amount
” at the beginning thereof with the phrase “
Deferred Compensation Account ”.
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7.
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Section 5.a.(6) is hereby deleted in its
entirety, effective as of January 1, 2005.
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8.
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A new Section 5.a.(7) is hereby added to the
Plan to read in its entirety as follows:
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“(7)
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Transition Elections . Notwithstanding anything contained herein to
the contrary:
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(i) A
Participant may, during the Plan Year ending on Dec
