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: BARR KEVIN A (Senior V. P. Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-26	Common Stock, par value $.01	F	1765	$43.60	Disposed	144242	Direct
2014-02-26	Common Stock, par value $.01	A	11468	—	Acquired	155710	Direct
2014-02-26	Common Stock, par value $.01	A	5734	—	Acquired	161444	Direct
2014-02-26	Common Stock, par value $.01	A	5734	—	Acquired	167178	Direct
2014-02-26	Common Stock, par value $.01	D	2585	—	Disposed	164593	Direct
2014-02-27	Common Stock, par value $.01	S	3297	$44.20	Disposed	161296	Direct
2014-02-27	Common Stock, par value $.01	I	0	—	Acquired	1894	Indirect

Footnotes

F1: Shares are being withheld for payment of the tax liability associated with the scheduled vesting of a previously granted restricted stock award.

F2: Shares granted pursuant to one of the Company's long-term incentive plans with the award vesting as follows: 1/3 on February 26, 2015; 1/3 on February 26, 2016 and 1/3 on February 26, 2017.

F3: 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.

F4: 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.

F5: Reflects shares of restricted stock forfeited by Mr. Barr pursuant to the terms of performance based awards granted in 2011, 2012 and 2013.