FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED
EMPLOYMENT AND COMPENSATION AGREEMENT
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AND
COMPENSATION AGREEMENT (this "Amendment") is made and entered into as of January
1, 2005, by and between Terex Corporation, a Delaware corporation, with its
principal office located at 000 Xxxx Xxxx Xxxx, Xxxxxxxx, XX (together with its
successors and assigns permitted under this Agreement) ("Terex"), and Xxxxxx X.
XxXxx ("XxXxx"), whose address is 00 Xxxxxxxxx Xxxxxx, Xxxxxxxx, XX 00000.
W I T N E S S E T H:
WHEREAS, Terex and XxXxx are parties to that certain Second Amended and
Restated Employment and Compensation Agreement made and entered into as of
January 1, 2002 (the "Agreement");
WHEREAS, the terms of the Agreement provide for the Term of Employment (as
defined in the Agreement) to terminate on December 31, 2004;
WHEREAS, both Terex and XxXxx wish to amend the Agreement to extend the
Term of Employment through June 30, 2005, on and subject to the terms and
conditions hereof;
NOW, THEREFORE, in consideration of the mutual promises contained herein,
and for other good and valuable consideration, the parties agree as follows:
1. All terms used but not otherwise defined herein shall have the meaning
ascribed to them in the Agreement.
2. Section 2(b) of the Agreement is hereby amended to replace all
references to "December 31, 2004" with "June 30, 2005", such that such Section
2(b) shall read as follows:
"(b) Term of Employment. The Term of Employment shall commence on the date
of this Agreement and shall terminate on June 30, 2005, unless it is sooner
terminated as provided in Section 9 below or extended by agreement of the
Parties; provided, however, that, if a Change in Control shall occur on or prior
to June 30, 2005, the Term of Employment shall continue in effect until the
later of (x) 36 months after the month in which such Change in Control occurs or
(y) June 30, 2005."
3. Except as expressly modified hereby, the terms and provisions of the
Agreement shall remain in full force and effect and be enforceable against Terex
and XxXxx.
4. This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which taken
together shall constitute but one and the same agreement. Delivery of an
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executed counterpart of a signature page to this Amendment by telecopier or
facsimile shall be effective as delivery of a manually executed counterpart of
this Amendment.
5. This Amendment shall be governed by and construed in accordance with the
laws of the State of Connecticut, without regard to conflicts of law.
IN WITNESS HEREOF, Terex and XxXxx have each caused this Amendment to be
executed as of the date first written above.
/s/ Xxxxxx X. XxXxx
Xxxxxx X. XxXxx
TEREX CORPORATION
By: /s/ Xxxx X Xxxxx
Name: Xxxx X Xxxxx
Title: Senior Vice President
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