0000950134-08-000555 Sample Contracts

RETENTION AGREEMENT
Retention Agreement • January 15th, 2008 • Asv Inc /Mn/ • Construction machinery & equip • New York

This Retention Agreement (the “Agreement”), dated as of January 13, 2008 is made and entered into by and between Mark S. Glasnapp (the “Employee”), Terex Corporation, a Delaware corporation (the “Parent”) and A.S.V., Inc., a Minnesota corporation (the “Company”).

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Short Form Merger Option Agreement
Short Form Merger Option Agreement • January 15th, 2008 • Asv Inc /Mn/ • Construction machinery & equip • Delaware

This AGREEMENT, dated as of January 13, 2008 (this “Option Agreement”), among A.S.V., Inc., a Minnesota corporation (the “Company”), Terex Corporation, a Delaware corporation, (“Parent”), and Terex Minnesota, Inc., a Minnesota corporation and wholly owned subsidiary of Parent (“Sub”).

RETENTION AGREEMENT
Retention Agreement • January 15th, 2008 • Asv Inc /Mn/ • Construction machinery & equip • New York

This Retention Agreement (the “Agreement”), dated as of January 13, 2008 is made and entered into by and between Thomas R. Karges (the “Employee”), Terex Corporation, a Delaware corporation (the “Parent”) and A.S.V., Inc., a Minnesota corporation (the “Company”).

TENDER, VOTING AND OPTION AGREEMENT
Tender, Voting and Option Agreement • January 15th, 2008 • Asv Inc /Mn/ • Construction machinery & equip • Delaware

This Agreement (this “Agreement”), dated as of January 13, 2008, is entered into by and among Caterpillar Inc., a Delaware corporation (the “Shareholder”), Terex Corporation, a Delaware corporation (“Parent”) and Terex Minnesota, Inc. (“Sub”), a Minnesota corporation and a wholly-owned subsidiary of Parent.

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