-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BJHd9GndpG3cSdzyMsuIirzO0QnWSh5AzDswH78zx9OCHmFvAl1O62/I4ZHnI7m6 tkN6eQYVFHlO+I77FCY5qw== 0000097216-06-000254.txt : 20060720 0000097216-06-000254.hdr.sgml : 20060720 20060720170447 ACCESSION NUMBER: 0000097216-06-000254 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060718 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060720 DATE AS OF CHANGE: 20060720 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEREX CORP CENTRAL INDEX KEY: 0000097216 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL TRUCKS TRACTORS TRAILERS & STACKERS [3537] IRS NUMBER: 341531521 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10702 FILM NUMBER: 06972278 BUSINESS ADDRESS: STREET 1: 500 POST ROAD EAST STREET 2: STE 320 CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 2032227170 MAIL ADDRESS: STREET 1: 500 POST ROAD EAST STREET 2: STE 320 CITY: WESTPORT STATE: CT ZIP: 06880 FORMER COMPANY: FORMER CONFORMED NAME: BLACK MAMMOTH CONSOLIDATED MINING CO DATE OF NAME CHANGE: 19671002 8-K 1 f8k07202006-2.htm TEREX 8K 07/20/06 OUTSIDE DIRECTORS COMP PRGM

 


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported) July 18, 2006

 

TEREX CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

Delaware

1-10702

34-1531521

(State or Other Jurisdiction

(Commission

(IRS Employer

of Incorporation)

File Number)

Identification No.)

 

 

500 Post Road East, Suite 320, Westport, Connecticut

06880

(Address of Principal Executive Offices)

(Zip Code)

                                          

Registrant's telephone number, including area code (203) 222-7170

 

NOT APPLICABLE

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


 


 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

(a)    On July 18, 2006, the Board of Directors of Terex Corporation (“Terex” or the “Company”) approved certain changes to the Company's director compensation program. While public company boards, including the Board of Directors of Terex, generally have faced increasing time commitments and demands over the past several years, and director compensation at public company boards has been increasing generally over this time, the annual retainer paid to members of the Board of Directors of Terex has remained constant since 2000.

 

In considering changes to the compensation for the Board of Directors of Terex, the Compensation Committee of the Company’s Board of Directors reviewed an analysis of the director compensation practices of 13 of the Company’s industry peers performed by an outside compensation consultant. Further, in addition to the information provided by such outside compensation consultant, the Compensation Committee also engaged a second compensation consulting firm to provide independent information and recommendations.

 

A summary of the material terms of Terex’s revised outside directors’ compensation program is filed as Exhibit 10.1 to this Form 8-K.

 

(b)       On July 18, 2006, the Board of Directors of Terex approved an award of 2,000 shares of Terex common stock to David Sachs, a director of the Company, under one of the Company’s long term incentive plans. The award was given to Mr. Sachs in recognition of the significant amount of time that he has dedicated to Terex over the past 18 months as chairperson of the Audit Committee of the Company’s Board of Directors, which additional time was in excess of the time devoted to Board and committee meetings.

 

Item 9.01. Financial Statements and Exhibits.

 

 

(c)

Exhibits

 

 

10.1

Summary of material terms of Terex Corporation Outside Directors’ Compensation Program.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: July 20, 2006

TEREX CORPORATION

 

By: /s/ Eric I Cohen

Eric I Cohen

Senior Vice President

 

 

 

 

 

 

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EXHIBIT 10.1

 

Summary of Material Terms of Terex Corporation Outside Directors’ Compensation Program

 

Directors who are employees of the Company receive no additional compensation by virtue of their being directors of the Company. For their service, outside directors receive an annual retainer, as described below. All directors of the Company are reimbursed for travel, lodging and related expenses incurred in attending Board and committee meetings.

 

The compensation program for outside directors is designed to encourage outside directors to receive a significant portion of their annual retainer for Board service in Terex common stock, $.01 par value per share (“Common Stock”), or in options for Common Stock, or both, to enable directors to defer receipt of their fees and to satisfy the Company's Common Stock ownership objective for outside directors.

 

Under the program, outside directors receive annually the equivalent of $50,000 for service as a Board member (or a prorated amount if a director’s service begins other than on the first day of the year). Each director elects annually, for the particular year, to receive this fee in (i) shares of Common Stock currently, (ii) options to purchase shares of Common Stock currently, (iii) cash (which may be deferred pursuant to the Company's Deferred Compensation Plan), or (iv) any combination of the three preceding alternatives. If a director elects to receive shares of Common Stock currently, then 40% of this amount is paid in cash to offset the tax liability related to such election. If a director elects to receive cash, this cash must be deferred pursuant to the Company's Deferred Compensation Plan and invested in the Common Stock account, unless the director has already satisfied the Company's Common Stock ownership objective described below, in which case the cash may be received currently or deferred into an interest-bearing account in the Company's Deferred Compensation Plan.

 

In addition, effective in 2006, each director will receive annually the equivalent of $60,000 in either (i) options to purchase shares of Common Stock currently or (ii) cash which must be deferred pursuant to the Company's Deferred Compensation Plan and invested in either the Common Stock account or the interest-bearing account.

 

For purposes of calculating the number of shares of Common Stock into which any fixed sum translates, Common Stock is valued at its per share closing price on the New York Stock Exchange (“NYSE”) on the day immediately preceding the grant date. For 2006, for purposes of calculating the number of options into which any fixed sum translates, each option to purchase a share is valued at 25% of the per share closing price of Common Stock on the NYSE on the day immediately preceding the grant of such option. Options have an exercise price equal to the per share closing price of Common Stock on the NYSE on the day immediately preceding the grant of such option, vest immediately upon grant and have a ten-year term.

 

Directors receive a fee of $1,000 for each Board or committee meeting attended in person and $500 for each Board or committee meeting attended telephonically. In addition, each director who serves as chairperson of a committee of the Board receives an annual retainer of $10,000, payable in cash, and each director who serves as a member of a committee (including any committee that the director chairs) receives an annual retainer of $5,000, payable in cash. For a director whose service begins other than on the first day of the year, any retainer is prorated. Directors may elect to defer receipt of retainers for committee service into the Company’s Deferred Compensation Plan.

 

Any Board or committee retainers that are deferred into the Common Stock account of the Deferred Compensation Plan receive a matching 25% contribution from the Company in Common Stock. Board retainers and committee retainers (or portions of each) may also be deferred to an interest-bearing account under the Company's Deferred Compensation Plan and earn interest, which is compounded annually. The rate of interest for 2005 was approximately 5.64% per annum. Payment of any deferral (whether in Common Stock

 

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or cash) is deferred until the director’s termination of service or such earlier date as the director specifies when electing the applicable deferral.

 

The Company's director compensation program also establishes a Common Stock ownership objective for outside directors. Each director is expected to accumulate, over their first three years of Board service, the number of shares of Common Stock that is equal in market value to three times the annual retainer for Board service ($150,000). Once this ownership objective is achieved, the director is expected to maintain such minimum ownership level. The intent is to encourage acquisition and retention of Common Stock by directors, evidencing the alignment of their interests with the interests of stockholders. To this end, each new director receives an award of shares of Common Stock having a market value of $25,000 on the date of the award. Each new director must defer receipt of this award under the Company’s Deferred Compensation Plan.

 

 

 

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