Common use of Cancellation of Contingent Payment Clause in Contracts

Cancellation of Contingent Payment. The Contingent Payment becoming due on a Qualifying Date shall be cancelled in its entirety, no matter whether the Buyers have disposed of any TEREX Common Stock Sale Shares during the six months period prior to such Qualifying Date, if at any time during such six months period prior to the respective Qualifying Date, the market value of TEREX Common Stock in Euro exceeds the TEREX Common Stock Guaranteed Value in Euro (as defined above) for a period of ten consecutive Business Days. The market value of TEREX Common Stock in Euro for each of these ten Business Days in Euro shall be determined in accordance with the provisions set forth in Section 2.1 which shall apply analogously. For the avoidance of doubt it is hereby set forth that the question whether the Contingent Payment shall be cancelled on one or several Qualifying Dates in Stock Purchase Agreement as of November 26, 2001 Page -26- ________________________________________________________________________________ accordance with this Section 8.3 has to be determined for each Qualifying Date separately on the basis of the development of the market value of the TEREX Common Stock during the six month period prior to the respective Qualifying Date.