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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) March 31, 2005
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 (the "Company" or "Terex") is
disclosing the following item which the SEC may deem to be a material definitive
agreement.
The Board of Directors (the "Board") and the stockholders of Terex have
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.
At a meeting held on March 31, 2005, the Compensation Committee of the
Board approved 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 2005 fiscal year. A summary of the
material terms of the performance targets is filed as Exhibit 10.1 to this Form
8-K.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
10.1 Summary of material terms of CEO 2005 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: April 6, 2005
TEREX CORPORATION
By: /s/ Eric I Cohen
Eric I Cohen
Senior Vice President