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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) October 6, 2005
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TEREX CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-10702 34-1531521
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
500 Post Road East, Suite 320, Westport, Connecticut 06880
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (203) 222-7170
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NOT APPLICABLE
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(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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement.
In compliance with a Frequently Asked Questions Bulletin on Form 8-K
issued on November 23, 2004 by the Division of Corporate Finance of the
Securities and Exchange Commission ("SEC"), Terex Corporation ("Terex" or the
"Company") is disclosing the following items which the SEC may deem to be
material definitive agreements.
The Board and the stockholders of Terex previously adopted the Terex
Corporation 2004 Annual Incentive Compensation Plan (the "Annual Plan"), which
provides for incentive compensation in the form of an annual bonus to key
executives of Terex upon satisfaction of certain performance measures. Terex has
previously filed the Annual Plan with the SEC as an exhibit to its Form 10-Q for
the quarter ended March 31, 2004. In 2004, the Board approved the performance
targets to be applied under the Annual Plan for determining bonuses for all
Annual Plan participants with respect to the Company's 2004 fiscal year.
A summary of the material terms of the performance targets to be
applied under the Annual Plan for determining bonuses for Annual Plan
participants (other than Terex's Chief Executive Officer) with respect to the
Company's 2004 fiscal year is filed as Exhibit 10.1 to this Form 8-K. A summary
of the material terms of the performance targets to be applied under the Annual
Plan for determining the bonus for Ronald M. DeFeo, the Company's Chief
Executive Officer, with respect to the Company's 2004 fiscal year is filed as
Exhibit 10.2 to this Form 8-K. The material terms of the performance targets to
be applied under the Annual Plan for determining bonuses for all Annual Plan
participants with respect to the Company's 2005 fiscal year were previously
filed with the SEC on Forms 8-K on January 6, 2005 and April 6, 2005.
Bonuses for the Company's 2004 fiscal year were delayed in being paid
to the Company's named executive officers (as defined in the regulations to the
Securities and Exchange Act of 1934) pending the completion of the Company's
financial restatement process. On October 6, 2005, a partial bonus for the
Company's 2004 fiscal year was paid to one of the named executive officers of
the Company consistent with the performance targets described in Exhibit 10.1.
It is anticipated that bonuses for the Company's 2004 fiscal year will be paid
to the other named executive officers in the future. When such bonuses are paid,
the payments will be consistent with the performance targets described in
Exhibits 10.1 and 10.2, as applicable.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
10.1 Summary of material terms of non-CEO 2004 performance targets under
the Terex Corporation 2004 Annual Incentive Compensation Plan.
10.2 Summary of material terms of CEO 2004 performance targets under the
Terex Corporation 2004 Annual Incentive Compensation Plan.
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: October 12, 2005
TEREX CORPORATION
By: /s/ Eric I Cohen
Eric I Cohen
Senior Vice President