Caterpillar employee stock options

Purpose The Caterpillar Inc.

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To this end, the Plan provides for grants of stock options, restricted stock, and performance awards, or combinations thereof, to non-employee directors, officers and other key employees of the Company, on the terms and subject to the conditions set forth in the Plan. Shares Subject to the Plan 2. An additional four million Shares authorized but unissued under prior Company stock option plans shall be available for issuance under this Plan.

Shares tendered upon exercise of an option by a Plan participant may be added back and made available solely for future grants under the Plan. Administration The Committee shall have the authority to grant awards under the Plan to officers and other key employees of the Company. Except as limited by the express provisions of the Plan or by resolutions adopted by the Board, the Committee also shall have the authority and discretion to interpret the Plan, to establish and revise rules and regulations relating to the Plan, and to make any other determinations that it believes necessary or advisable for administration of the Plan.

The Committee shall be composed solely of members of the Board that are outside directors, as that term is defined in Section m of the Internal Revenue Code. The Committee shall have no authority with respect to non-employee director awards under the Plan. The fair market value for purposes of determining the exercise price shall be the mean between the high and low prices at which Shares are traded on the New York Stock Exchange the day the option is granted.

In the event this method for determining fair market value is not practicable, fair market value shall be determined by such other reasonable method as the Committee shall select. Options that are not incentive stock options as defined in Section 4. Payment of the exercise price shall be made upon exercise of all or a portion of any option. The fair market value of Shares for this purpose shall be the mean between the high and low prices at which Shares are traded on the New York Stock Exchange on the date of exercise.

Upon exercise of an option, any applicable taxes the Company is required to withhold shall be paid to the Company. Shares to be received upon exercise may be surrendered to satisfy withholding obligations.

That period shall not be less than one year, except that the Committee may permit a shorter period in the event of termination of employment by retirement or death.

Termination of employment with the Company shall terminate remaining rights under options then held; provided, however, that an option grant may provide that if employment terminates after completion of a specific period, the option may be exercised during a period of time after termination. That period may not exceed sixty months where termination of employment is caused by retirement or death or sixty days where termination results from any other cause.

If death occurs after termination of employment but during the period of time specified, such period may be extended to not more than sixty-six months after retirement, or thirty-eight months after termination of employment for any other cause. In the event of termination within two years after a Change of Control as defined in Section 8.

Notwithstanding the foregoing, the Committee may change the post-termination period of exercisability of an option provided that change does not extend the original maximum term of the option.

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Options are exercisable during the holder's lifetime only by the holder, unless the holder becomes incapacitated or disabled, in which case the option may be exercised by the holder's authorized representative.

A holder may file with the Company a written designation of beneficiaries with the authority to exercise options in the event of the holder's death. Options granted to employees below the level of Vice President may be transferred upon prior approval of the Company's Director of Compensation and Benefits pursuant to the terms of this section.

Each owner etrade options screener an equitable interest is an individual who is a Permitted Transferee. The decision to grant incentive stock options to particular persons is within caterpillar employee stock options Committee's discretion.

Incentive stock options shall not be exercisable after expiration of ten years from the date of grant. The Board may amend the Plan to comply with Section of the Internal Revenue Code or other applicable laws and to permit options previously granted to be converted to incentive stock options. Options granted to non-employee directors shall become exercisable by one-third at the end of each of the three successive one-year periods since the date of grant.

In the event of a director's death, the director's authorized representative may exercise the option within 60 months of the date of death, provided that if the director system trading gazebo after cessation of director status, the option is exercisable within 66 months of such cessation.

In no event shall an option awarded to a non-employee director be exercisable beyond the expiration date of that option. The following restrictions will currency swap definition finance imposed on Shares of restricted stock until expiration of the restriction period: Shares awarded as restricted stock will be issued subject to a restriction period set by the Committee of no less than two nor more than ten years.

The Committee, except for restrictions specified in the preceding paragraphs, shall have the discretion to remove any or all of the restrictions on a restricted stock award whenever it determines such action appropriate. Upon expiration of the restriction period, the Shares will be made available to the recipient, subject to satisfaction of applicable tax withholding requirements. The stock will be subject to a restriction period of three years from the date of grant.

During the restriction period, the recipient shall have a beneficial interest in the restricted stock and all associated rights and black crowes shake your money maker youtube of a stockholder, including the right to vote and brokers accepting penny stock certificates dividends.

The following restrictions will be imposed on restricted stock until expiration of the restricted period: Shares awarded under this Section 5. During the restriction period, the recipient shall have a beneficial interest in the restricted stock and all associated rights and privileges of a stockholder except as discussed below. The following restrictions will be imposed on restricted stock awarded under this Section 5.

Upon tax deferred stock options of service, restricted shares will be made available to the recipient subject to satisfaction of applicable tax withholding requirements; provided, however, that if the recipient has not served on the Board for at least five years at the time of such termination, all restricted shares awarded under this Section 5.

Pursuant to termination of the Company's Directors' Retirement Plan effective December 31,each director continuing in office was awarded an amount of restricted stock equal to the accumulated value of past pension accruals as determined by the Company's actuary.

Those shares will be subject to the same restrictions as shares awarded annually pursuant to this Section 5. Shares of restricted stock that were granted or awarded prior to January 1,shall be subject to the same restrictions and provisions as determined in 5.

The Committee shall have sole discretion to determine persons eligible to participate, the Performance Period, Company performance factors applicable to the award "Performance Measures"and the method of Performance Award calculation.

At the time the Committee establishes a Performance Period for a particular award, it shall also establish Performance Measures and targets to be attained relative to those measures "Performance Targets".

Performance Measures may be based on any of the following factors, alone or in combination, as the Committee deems appropriate: The Committee may establish the peer group referenced above and amend the peer group as the Committee determines desirable. Performance Targets may include a minimum, maximum and target level of performance with the size of Performance Awards based on the level attained. Once established, Performance Targets and Performance Measures shall not be changed during the Performance Period; provided, however, that the Committee may eliminate or decrease the amount of a Performance Award otherwise payable to a participant.

Upon completion of a Performance Period, the Committee shall determine the Company's performance in relation to the Performance Targets for that period and certify in writing the extent to which Performance Targets were satisfied.

Performance Awards shall be made not later than 90 days following the end of the relevant Performance Period. The fair market value of Shares to be awarded shall be determined by the average of the high and low price of Shares on the New York Stock Exchange on the last business day of the Performance Period. Federal, state and local taxes will be withheld as appropriate.

If a participant terminates employment during the Performance Period by reason of death, disability or retirement, a payout based on the time of employment during the Performance Period shall be distributed. Participants employed on the last day of the Performance Period, but not for the entire Performance Period, shall receive a payout prorated for that part of the Performance Period for which they were participants.

If the participant is deceased at the time of Performance Award payment, the payment shall be made to the recipient's designated representative. Election to Receive Non-Employee Director Fees in Shares Effective April 8,non-employee directors shall have the option of receiving all or a portion of their annual retainer fees, as well as fees for attendance at meetings of the Board and committees of the Board including any Committee Chairman stipendin the form of Shares.

The number of Shares that may be issued pursuant to such election shall be based on the amount of cash compensation subject to the election divided by the fair market value of one Share on the date such cash compensation is payable. The fair market value shall be the mean between the high and low prices at which Shares are traded on the New York Stock Exchange on payable date.

Shares provided pursuant to the election shall be held in book-entry form by the Company on behalf of the non-employee director.

CATERPILLAR INC

Upon request, the Company shall deliver Shares so held to the non-employee director. While held in book-entry form, the Shares shall have all associated rights and privileges, including voting rights and the right to receive dividends.

Change of Control 8. Amendment and Termination The Board may terminate the Plan at any time, except with respect to grants and awards then outstanding.

The Board may amend the Plan without shareholder approval, unless such approval is necessary to comply with applicable laws, including provisions of the Exchange Act or Internal Revenue Code. Regulatory Compliance Notwithstanding any other provision of the Plan, the issuance or delivery of any Shares may be postponed for such period as may be required to comply with any applicable requirements of any national securities exchange or any requirements under any other law or regulation applicable to the issuance or delivery of such Shares.

The Company shall not be obligated to issue or deliver any Shares if such issuance or delivery shall constitute a violation of any provision of any law or regulation of any governmental authority or national securities exchange. Effective Date The Plan shall be effective upon its approval by the Company's stockholders at the Annual Meeting of Stockholders.