Common use of Reduction of Contingent Payment Clause in Contracts

Reduction of Contingent Payment. The Maximum Contingent Payment for each specific Qualifying Date shall be subject to a pro rata reduction with respect to any sales of TEREX Common Stock Sale Shares by the Buyers during (i) the 18 months of the Lock Up period prior to the first Qualifying Date or (ii) the six months of the Lock Up Period prior to each Qualifying Date thereafter, if and when the consideration for one TEREX Common Stock Sale Shares disposed of in such sale exceeded the TEREX Common Stock Guaranteed Value. The pro rata reduction of the Maximum Contingent Payment for the respective Qualifying Date shall be calculated as follows: (a) The Maximum Contingent Payment for the first Qualifying Date shall be cancelled in its entirety, if, during the 18 months of the Lock Up Period prior to the first Qualifying Date, the Buyers have disposed of 25% of all TEREX Common Stock Sale Shares during such period for a consideration per share of TEREX Common Stock exceeding the TEREX Common Stock Guaranteed Value. (b) The Maximum Contingent Payment for the second and each subsequent Qualifying Date shall be cancelled in its entirety if, during the six months of the Lock Up Period prior to the respective Qualifying Date, the Buyers have disposed of 25% of all TEREX Common Stock Sale Shares during such period for a consideration per share of TEREX Common Stock exceeding the TEREX Common Stock Guaranteed Value. (c) If the Buyers have disposed of less than 25% of all TEREX Common Stock Sale Shares for a consideration per share of TEREX Common Stock exceeding the TEREX Common Stock Guaranteed Value during such period, the reduction will be calculated pro rata to the relation of the percentage of the TEREX Common Stock Sale Shares disposed of in such period for a consideration per share of TEREX Common Stock exceeding the TEREX Common Stock Guaranteed Value to 25% of all TEREX Common Stock Sale Shares. Stock Purchase Agreement as of November 26, 2001 Page -25- ________________________________________________________________________________ (d) If the Buyers have, during (i) the 18 month period prior to the first Qualifying Date or (ii) the six month period prior to a Qualifying Date thereafter disposed of more then 25% of all TEREX Common Stock Sale Shares for a consideration per share of TEREX Common Stock exceeding the TEREX Common Stock Guaranteed Value, then the percentage of TEREX Common Stock Sale Shares exceeding 25% of all TEREX Common Stock Sale Shares shall lead to a pro rata reduction of the Maximum Contingent Payment becoming due on the following Qualifying Date calculated in accordance with sub-sections (a) , (b) and (c) above. An example for the calculation of the reduction of each Maximum Contingent Payment in case the Buyers have within designated period prior to any Qualifying Date have disposed of TEREX Common Stock Sale Shares for a consideration for one TEREX Common Stock Sale Share exceeding the TEREX Common Stock Guaranteed Value is, for explanatory purposes, contained in Annex 8.2. For the avoidance of doubt it is hereby set forth, that the respective Maximum Contingent Payment shall only be reduced with respect to the number of TEREX Common Stock Sale Shares which were disposed of for a consideration for one TEREX Common Stock Sale Share exceeding the TEREX Common Stock Guaranteed Value. Any disposal of TEREX Common Stock Sale Shares for a consideration which does not exceed such price, shall not lead to any reduction of the Maximum Contingent Payment at all.