Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Terex Corporation ("Terex" or the "Company") announced on October 12, 2021 that John D. Sheehan, currently Senior Vice President and Chief Financial Officer, will be stepping down from that role effective December 31, 2021 and is retiring from the Company effective April 1, 2022.

Julie A. Beck, 59, will join Terex as Senior Vice President, Finance effective November 1, 2021 and become Senior Vice President and Chief Financial Officer effective January 1, 2022. Ms. Beck most recently served as Senior Vice President and Chief Financial Officer for Nova Chemicals Corporation, a producer of plastics and chemicals, from February 2016 through June 2021 and as Special Advisor to the Chief Executive Officer through September 2021. Prior to joining Nova, Ms. Beck worked in a variety of senior positions for Joy Global Inc., including Vice President, Finance and Chief Financial Officer of Joy Mining Machinery. Previously, Ms. Beck held a number of financial positions of increasing responsibility at Rockwell Automation, Temple-Inland, Norwood Promotional Products and Journal Register Company, including serving as Chief Financial Officer at Norwood Promotional Products and Journal Register Company. Ms. Beck began her career with Deloitte LLP in public accounting. Ms. Beck also currently serves on the Board of Invacare Corporation.

Ms. Beck's annual base salary will be $575,000, which will be reviewed annually by Terex in accordance with its normal review process, and she will be eligible for an incentive bonus with a target set at 75% of her annual salary. Subject to compliance with all applicable laws, Ms. Beck will receive an initial sign-on grant of shares of Terex common stock worth approximately $200,000, which will vest ratably over a three year period. Ms. Beck will also be eligible for a 2022 long-term incentive award in the amount of $1,200,000, which will be both time and performance based. The timing and form of this award will be consistent with the timing and form of similar 2022 long term incentive awards granted to other Terex executives.

Ms. Beck will be offered a Change in Control and Severance Agreement in form and terms substantially similar to that provided to other executive officers of Terex, which will provide for one year of salary, bonus and benefits upon the occurrence of certain events.

Ms. Beck also will be eligible to participate in the Terex Corporation Defined Contribution Supplemental Executive Retirement Plan, which provides for an annual contribution of 10% of her annual salary and bonus.

Ms. Beck will be eligible to participate in the Company's ERISA Excess Plan or Deferred Compensation Plan and will receive relocation assistance in connection with her move to the Norwalk, Connecticut area.

Ms. Beck will also be subject to customary non-compete and confidentiality provisions.

The foregoing summary is qualified in its entirety by reference to Ms. Beck's offer letter dated October 8, 2021, a copy of which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.

In connection with Mr. Sheehan's retirement and in recognition of Mr. Sheehan's age and tenure with the Company (and consistent with how the Company handles other long-tenured team members who retire from the Company in good standing), Mr. Sheehan's unvested time-based and performance-based shares where the performance has already been achieved will vest upon his retirement and his unvested performance-based shares where the performance period has not yet been completed will continue to vest in accordance with their terms.

The Company issued a press release on October 12, 2021 announcing Mr. Sheehan's retirement and Ms. Beck's upcoming appointment. A copy of this press release is included as Exhibit 99.1 and is hereby incorporated by reference into this Form 8-K.


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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release of Terex Corporation issued on October 12, 2021.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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