Letter AgreementLetter Agreement • February 3rd, 2017 • Marcato Capital Management Lp • Industrial trucks, tractors, trailors & stackers • New York
You have represented to us that, as of the date hereof, the persons listed on Schedule A to this Letter (the “Marcato Group”) are the beneficial owner, in the aggregate, of 5,517,382 shares (the “Current Marcato Share Amount”) of the common stock (“Common Stock”) of Terex Corporation (the “Company”). Given its ownership of the Company’s common stock, the Marcato Group has requested that Matthew Hepler (“Designee”) be appointed as a member of the Terex Board of Directors (the “Board”). This Letter will serve to confirm our discussions concerning your request, and supersedes and replaces the Confidentiality Agreement dated as November 28, 2016 between the parties, which is hereby terminated. Certain terms used in this Letter have the meanings set forth in Schedule B to this Letter.
