FORM OF
OPTION AGREEMENT
UNDER THE
TEREX CORPORATION
2000 INCENTIVE PLAN
Agreement, made as of the [DATE] between TEREX CORPORATION, a Delaware
corporation, having an office at 000 Xxxx Xxxx Xxxx, Xxxxxxxx, Xxxxxxxxxxx 00000
(hereinafter called the "Corporation") and [OPTIONEE NAME] (the "Participant").
W I T N E S S E T H:
The Corporation hereby grants to the Participant as of [GRANT DATE] ("Date
of Grant") options to purchase [#####] shares of the common stock of the
Corporation of the par value of $.01 per share at $[STRIKE PRICE] per share
subject to the following terms and conditions:
1. Forfeitures and Vesting. Options are not exercisable until vested.
Options shall vest in accordance with the following schedule:
Anniversary of
Date of Grant Participant is vested in:
---------------- -------------------------
1st 25% of the options
2nd 50% of the options
3rd 75% of the options
4th 100% of the options
When the Participant terminates employment with the Corporation and its
subsidiaries and affiliates, all non-vested options shall be forfeited, except
in the case of the Participant's death or Disability. 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.
Non-vested options which have not been forfeited as provided for in the first
sentence of this paragraph shall become fully vested at the earliest to occur of
(i) the date set forth in the vesting schedule above, (ii) the Participant's
death or Disability, and (iii) a Change in the Control of the Corporation. The
options shall expire on [OPTION EXPIRATION DATE].
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2. Exercise of Options. Vested options shall only be exercisable by the
Participant while the Participant is in active employment with the Corporation
or a subsidiary or affiliate of the Corporation, except that vested options may
be exercisable (i) in the case of the Participant's death or Disability, during
a twelve-month period following such death or Disability, (ii) during a
six-month period commencing on the date of the Participant's termination of
employment by the Corporation, and (iii) during the three-year period commencing
on the date of a Change in Control of the Corporation. In no event may the
options be exercised after the expiration date of the options.
3. Transfer Restrictions. The options are not transferable except that in
the event of the Participant's death, options may be exercised by the executor
or administrator of the Participant's estate or the Participant's distributee
until the options expire in accordance with paragraphs 1 and 2 hereof.
4. Payment on Exercise of Option. Vested options may be exercised at the
office of the Corporation in Westport, Connecticut (or at such other location as
determined by the Committee) with respect to a part or all of the shares covered
by such options. The option price for the shares for which options are exercised
shall be paid on the date of exercise in cash or by certified check or bank
check, or on such other terms as the Committee determines. For information on
other available terms, contact the Human Resources Department. The value of any
share of common stock delivered in payment of the option price shall be its
Market Price at the time the option is exercised.
5. Issuance of Shares. Upon the exercise of an option with respect to a
part or all of the shares in the manner and within the time herein provided, the
Corporation shall issue and deliver to the Participant the number of shares of
its common stock with respect to which the option was exercised.
6. Plan. These options are either incentive stock options or nonqualified
stock options 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.
7. Withholding Taxes. In order to enable the Corporation to meet any
applicable U.S. federal, state or local withholding tax requirements arising as
a result of the exercise of an option, a Participant shall pay the Corporation
the amount of tax to be withheld.
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. This Agreement shall be interpreted and construed in
accordance with the laws of the State of Delaware.
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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]
_______________________________
[OPTIONEE NAME]
Address: _________________________________________
Social Security No.: ______________________________
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