|
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
|
||||
 |
||||
|
FORM
8-K
|
||||
|
Current
Report
|
||||
|
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
|
||||
|
Date of
Report (Date of earliest event reported): March 1,
2010
|
||||
|
CATERPILLAR
INC.
(Exact name
of registrant as specified in its charter)
|
||||
|
Delaware
(State or
other jurisdiction of incorporation)
|
||||
|
1-768
(Commission
File Number)
|
37-0602744
(IRS Employer
Identification No.)
|
|||
|
100
NE Adams Street, Peoria, Illinois
(Address of
principal executive offices)
|
61629
(Zip
Code)
|
|||
|
Registrant's
telephone number, including area code: (309)
675-1000
|
||||
|
Former name
or former address, if changed since last report: N/A
|
||||
|
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
||||
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|||
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
230.425)
|
|||
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|||
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
|||
|
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
On March 1, 2010
(the “Grant Date”), pursuant to an equity award grant made by Caterpillar Inc.
(the “Company”) under the Company’s 2006 Long-Term Incentive Plan (the “Plan”),
James W. Owens, Chairman and Chief Executive Officer of the Company received an
equity award of 300,000 restricted stock units (the “RSUs”).
The terms and
conditions of Mr. Owens’ award are attached hereto as Exhibit
10.1. The following is a summary of the terms and conditions that
apply to the RSUs awarded to Mr. Owens pursuant to the Plan (the “RSU
Award”):
Vesting
|
|
·
|
The RSUs will
vest on November 1, 2010 (the “Vesting Date”) provided Mr. Owens is
continuously employed by the Company through October 31, 2010, except as
otherwise provided below.
|
|
|
·
|
Upon vesting
of the RSUs, the Company will issue shares of common stock equal to the
number of RSUs awarded, less any shares withheld to satisfy mandatory tax
withholding requirements. The shares of Company common stock will be
issued with Transfer Restrictions (as described
below).
|
Voting Rights and Dividends
and Other Distributions
|
|
·
|
Mr. Owens
will not be entitled to any voting rights or to receive dividends or any
other distributions (e.g., dividend
equivalents) with respect to the RSUs until the RSUs vest and shares
of Company common stock are issued.
|
Termination of
Employment
Termination of
employment with the Company impacts the RSU Award as follows:
|
|
·
|
Disability or
Death: If employment
terminates on, or prior to, October 31, 2010, by reason of disability or
death, the RSUs will become fully vested and shares of Company common
stock, without Transfer Restrictions, will be issued either to Mr. Owens
or his designated beneficiary, as applicable. For this purpose, Mr. Owens
will be considered disabled if he is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or
mental impairment that can be expected to result in death or can be
expected to last for a continuous period of not less than 12
months.
|
|
|
·
|
Other: If
Mr. Owens’ employment with the Company terminates for any reason other
than disability or death prior to October 31, 2010, all non-vested RSUs
will be immediately forfeited.
|
Transfer
Restrictions
If the RSUs become
fully vested on November 1, 2010, shares of Company common stock will be issued
subject to the following terms and conditions:
|
|
·
|
Transfer
Restrictions: The shares may not be assigned,
transferred, pledged or hypothecated in any way (the “Transfer
Restrictions”) until three-years after the Grant Date. The
Transfer Restrictions will expire on the third anniversary of the Grant
Date, upon a “Change in Control” as defined in the Plan or upon
death.
|
|
|
·
|
Voting
Rights: The shares will have full voting rights from the
time the RSUs vest and shares of Company common stock are
issued.
|
|
|
·
|
Dividends and Other
Distributions: The shares will have full dividend rights
from the time the RSUs vest and shares of Company common stock are
issued.
|
|
Item
9.01.
|
Financial
Statements and Exhibits.
|
|
(d)
|
Exhibits:
|
|
|
Terms
Applicable to Awards of Restricted Stock Units with Transfer
Restrictions
|
||
|
*********************************************************************
|
|
SIGNATURES
|
|||
|
Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
|
|||
|
CATERPILLAR
INC.
|
|||
|
By:
|
/s/
James B. Buda
|
||
|
Dated: March
3, 2010
|
James B.
Buda
|
||
|
Vice
President, General Counsel and Secretary
|
|||