Employment Letter from Terex Corporation signed by John Sheehan on February 5, 2017

You will be compensated at the rate of $25,000 per BI-WEEKLY pay period which annualizes to $650,000.  

You will be eligible to participate in the Terex Management Incentive Bonus Plan effective on your date of hire with a target set at 75% of your base salary (pro-rated for partial year participation). The eligibility for and elements of the Plan are adjusted each year by the Company and typically include formulas based on both Terex financial performance as well as individual performance. You can earn more or less than your target amount based on Terex’s financial performance and your individual performance and achievement of goals. Each year, you will be issued a copy of the Plan for that year setting forth the details, including conditions for payout, for that year. The details will be presented to you shortly after you begin employment.

Subject to compliance with all applicable laws, and conditioned on the formal ratification by the Compensation Committee of the Board of Directors, you will be a participant in the Terex Corporation 2009 Omnibus Incentive Plan. Under this Plan, you will receive an initial grant of shares of Restricted Stock. In determining the number of shares the company will use a one-time valuation number of $1,600,000 whereby $1,600,000 will be divided by the closing price of Terex stock on the last business day of the month in which your employment begins to determine the appropriate number of shares. The Restricted Stock provided for you in this letter will then be issued to you on the last business day of the month during which your employment begins with the Company (the “Grant Date”). All shares vest ratably over a three (3) year period based on the Grant Date. Additional details will be presented to you shortly after you begin employment. Future eligibility, frequency, type, or amount of awards will be linked to company financial performance and individual performance and vary over time.

In addition, subject to compliance with all applicable laws, and conditioned on the formal ratification of the Compensation Committee of the Board of Directors, you will be eligible for a 2017 long term incentive award in the amount of $1,950,000, 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 2017 long term incentive awards granted to other Terex executives. Subject to your performance and Company performance, you can anticipate that future annual long term incentive awards will be approximately three (3) times your annual base salary, with the amount, timing and form subject to the approval of the Compensation Committee of the Board of Directors.

You will be eligible to participate in either the Terex Deferred Compensation Plan (“DCP”) or the ERISA Excess Plan (“EEP”) offered to senior level executives. Both the DCP and EEP Plan provide alternatives for use in deferring income taxes. There is a 25% matching contribution on eligible deferrals to the Terex Stock Fund in the DCP. There is a matching contribution of up to 5% for eligible deferrals to the EEP.

You will be eligible to participate in the Terex Corporation Defined Contribution Supplemental Executive Retirement Plan which provides for an annual contribution of 10% of your annual salary and bonus earned to be deposited to the Bond Fund of the DCP. Upon hire, you will receive credit for five (5) Years of Participation, as defined in the DCP, which will be applied to the ten (10) Years of Participation requirement for vesting purposes. Additional details of this plan will be provided to you separately.

The Company will provide change in control and severance protection upon commencement of your employment, which will be for twenty-four (24) months of salary, bonus, and benefits, in accordance with the provisions of the Change in Control and Severance Agreement provided to you simultaneously herewith (the “Severance Agreement” and such severance as defined therein, “Severance”).

You will receive relocation reimbursement as outlined on the attachment “Relocation Expense Reimbursement.” Should you resign or be released for cause, as determined by the Company in its sole discretion, within one (1) year of relocation, you would be required to repay the Company a prorated amount of the total relocation expenses based on the number of full months of employment after relocation (e.g. if after relocation you worked for 9 months and then resigned, you would be required to repay twenty-five percent of your relocation expenses).

You will be eligible for twenty working days (20) of paid vacation annually. This will be pro-rated for your first year, based on your date of hire.

Following two (2) years of service and subject to the approval of the Board of Directors of Terex Corporation, you will have the ability to serve as an external member on a Board of Directors.

Terex Corporation currently offers a comprehensive benefits program including medical, dental, vision, life insurance, and disability benefits, a 401 (k) plan with a Company match, and an employee stock purchase plan with a Company match. Benefits for eligible team members become effective 1^st of the month coinciding with or following 30 days of employment unless otherwise noted. Additional details will be mailed to you under separate cover.

Your employment with Terex Corporation will start on a date to be arranged but it is expected to start on or before February 27, 2017.

You agree that you will not at any time, either during your employment with Terex or thereafter, divulge to any person, firm or corporation outside of Terex Corporation, any confidential or privileged information or trade secrets received by you during the course of your employment, with regard to the financial, business operations, manufacturing methods, processes, know-how, or procedures of Terex Corporation, or any of its affiliated

You agree that you will not at any time during the period of your employment hereunder engage in any business or own or control any interest in, or act as a director, officer, team member, agent or consultant of, any firm, corporation, partnership or other entity, directly or indirectly engaged in the business being conducted by Terex Corporation, or its affiliated companies, parent or subsidiaries, or which manufactures or sells products which are in direct competition with the products sold by Terex Corporation, or its affiliated companies, parent or subsidiaries.