8-KLeadership ChangesExhibits & Filings

CATERPILLAR INC 8-K Report, Executive Changes (Mar 3, 2010)

Filed March 3, 2010For Securities:CAT

Summary

This Form 8-K filing from Caterpillar Inc. (CAT) on March 2, 2010, primarily concerns a significant equity award granted to its Chairman and Chief Executive Officer, James W. Owens. On March 1, 2010, Mr. Owens received 300,000 restricted stock units (RSUs) under the Company's 2006 Long-Term Incentive Plan. This award is a key component of executive compensation, designed to align leadership interests with shareholder value over the medium term. Investors should note that the RSUs are subject to specific vesting and transfer restrictions. The award is scheduled to vest on November 1, 2010, contingent upon Mr. Owens' continued employment through October 31, 2010. Upon vesting, shares will be issued, subject to mandatory tax withholdings and a three-year restriction on transferability, which can be lifted earlier in the event of a Change in Control or death. Termination of employment for reasons other than disability or death prior to the vesting date will result in forfeiture of the award.

Key Highlights

  • 1Caterpillar Inc. granted 300,000 restricted stock units (RSUs) to CEO James W. Owens on March 1, 2010.
  • 2The RSU award is part of the Company's 2006 Long-Term Incentive Plan.
  • 3The RSUs are scheduled to vest on November 1, 2010, provided Mr. Owens remains employed through October 31, 2010.
  • 4Upon vesting, shares of common stock will be issued, less amounts withheld for taxes.
  • 5Issued shares will be subject to a three-year restriction on transferability, expiring on the third anniversary of the grant date, a Change in Control, or death.
  • 6In case of termination due to disability or death before November 1, 2010, the RSUs will fully vest without transfer restrictions.
  • 7Termination for any other reason prior to vesting will result in forfeiture of the award.

Frequently Asked Questions

The primary purpose of this 8-K filing is to disclose a material equity award granted to Caterpillar's Chairman and CEO, James W. Owens, which falls under Item 5.02 concerning departures, elections, or appointments of directors or officers and compensatory arrangements.

The RSUs are scheduled to vest on November 1, 2010. Upon vesting, provided Mr. Owens is still employed, Caterpillar will issue shares of common stock. However, these shares will be subject to transfer restrictions for three years from the grant date (March 1, 2010), unless a Change in Control occurs or Mr. Owens passes away.

If Mr. Owens' employment terminates for any reason other than disability or death before November 1, 2010, all non-vested RSUs will be immediately forfeited. In the event of termination due to disability or death, the RSUs will fully vest, and shares will be issued without transfer restrictions.

No, Mr. Owens is not entitled to voting rights or dividend payments on the RSUs until the award vests and actual shares of Caterpillar common stock are issued.