TEREX CORP — Director's Dealing 2014

Feb 28, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEREX CORP (TEX)
CIK: 0000097216
Period of Report: 2014-02-26

Reporting Person: DEFEO RONALD M (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-26	Common Stock, par value $.01	A	29190	—	Acquired	1628736	Direct
2014-02-26	Common Stock, par value $.01	A	29190	—	Acquired	1657926	Direct
2014-02-26	Common Stock, par value $.01	D	30980	—	Disposed	1626946	Direct
2014-02-26	Common Stock, par value $.01	I	0	—	Acquired	9726	Indirect

Footnotes

F1: Shares granted pursuant to one of the Company's long-term incentive plans with the award scheduled to vest in the first quarter of 2017 if the Company achieves a targeted percentile rank against a peer group of companies for three year annualized total shareholder return ("TSR") for the period January 1, 2014 - December 31, 2016. The number of shares in this grant are subject to adjustment, up or down, based upon attainment above or below the targeted percentile rank.

F2: Shares granted pursuant to one of the Company's long-term incentive plans with the award scheduled to vest in the first quarter of 2017 if the Company achieves a targeted return on invested capital ("ROIC") in each of 2014, 2015 and 2016. The number of shares in this grant are subject to adjustment, up or down, based upon attainment above or below the targeted ROIC.

F3: Reflects shares of restricted stock forfeited by Mr. DeFeo pursuant to the terms of performance based awards granted in 2011, 2012 and 2013.