ex_10-1.htm


    EXHIBIT 10.1

    
      Caterpillar
Inc.

      2006
Long-Term Incentive Plan

      Restricted
Stock Units

      


      [INSERT
GRANT DATE]

      


      If you were awarded
restricted stock units (“RSUs”) on [INSERT GRANT DATE] (the “Grant Date”)
pursuant to the Caterpillar Inc. 2006 Long-Term Incentive Plan (the “Plan”),
this document specifies the material terms and provisions applicable to such
award (the “RSU Award”).

      


      Vesting

      The RSU Award is
subject to a three-year cliff vesting period. The RSU Award will become fully
vested on the third anniversary of the Grant Date (the “Vesting Date”). If you
terminate employment prior to the Vesting Date for any reason other than
long-service separation, disability, death or in connection with a change of
control (as described more fully below), the RSU Award will be
forfeited.

      


      Upon vesting of the
RSU Award, you will receive unrestricted shares of common stock of Caterpillar
Inc. (the “Company”) equal to the number of RSUs.  For example, if you
were granted 250 RSUs, you will receive 250 shares of Company common stock as of
the Vesting Date, less any shares withheld to satisfy any applicable income and
payroll tax withholding requirements.

      


      Voting
Rights

      During the period
between the Grant Date and the Vesting Date (the “Restriction Period), you are
not entitled to any voting rights with respect to the RSUs.  When
shares are actually issued, you then will have full voting rights with respect
to those shares.

      


      Dividends and Other
Distributions

      During the
Restriction Period, you will not receive dividends or any other distributions
(e.g., dividend
equivalents) with respect to the RSU Award.  When shares are actually
issued, you then will have dividend rights with respect to those
shares.

      


      Termination of
Employment

      Your termination of
employment with the Company and its subsidiaries prior to the Vesting Date will
impact the RSU Award as follows:

      


      
        	
                ·  

              	
                Long-Service
      Separation

              


      

      If your employment
with the Company and/or any subsidiary or affiliate terminates by reason of
long-service separation (i.e., after attainment of age
55 with 10 or more years of service), to the extent that you were continuously
employed by the Company and/or any subsidiary or affiliate for six months
immediately following the Grant Date, your RSU Award will become fully vested
and shares of Company common stock will be issued to you as soon as
administratively feasible following: (1) the Vesting Date; or (2) the date which
is six months following the date of your termination of employment (the
“Six-Month Date”), if the Six-Month Date is earlier than the Vesting
Date.  In no event, however, will the shares be issued later than
March 15th of
the calendar year immediately following the calendar year during which the
Vesting Date or the Six-Month Date occurs, as applicable.

      


      
        	
                ·  

              	
                Disability

              


      

      If your employment
with the Company and/or any subsidiary or affiliate terminates by reason of
disability, to the extent that you were continuously employed by the Company
and/or any subsidiary or affiliate for six months immediately following the
Grant Date, your RSU Award will become fully vested and shares of Company common
stock will be issued to you as soon as administratively feasible following: (1)
the Vesting Date; or (2) the date which is six months following the date of your
termination of employment (the “Six-Month Date”), if the Six-Month Date is
earlier than the Vesting Date.  In no event, however, will the shares
be issued later than March 15th of
the calendar year immediately following the calendar year during which the
Vesting Date or the Six-Month Date occurs, as applicable.

      


      
        	
                ·  

              	
                Death

              


      

      If your employment
with the Company and/or any subsidiary or affiliate terminates by reason of
death, to the extent that you were continuously employed by the Company and/or
any subsidiary or affiliate for six months immediately following the Grant Date,
your RSU Award will become fully vested and shares of Company common stock will
be issued to your beneficiary or your estate (as applicable), as soon as
administratively feasible following the date of your death but in no event later
than March 15th of
the calendar year immediately following the calendar year during which your
death occurs.

      


      
        	
                ·  

              	
                Change of
      Control

              


      

      In the event that a
change of control of the Company occurs during the Restriction Period and your
employment is terminated without cause or for good reason within 12 months of
such change of control, then to the extent that you were continuously employed
by the Company and/or any subsidiary or affiliate for six months immediately
following the Grant Date, your RSU Award will become fully vested and shares of
Company common stock will be issued to you as soon as administratively feasible
following: (1) the Vesting Date; or (2) the date which is six months following
the date of your termination of employment (the “Six-Month Date”), if the
Six-Month Date is earlier than the Vesting Date.  In no event,
however, will the shares be issued later than March 15th of
the calendar year immediately following the calendar year during which the
Vesting Date or the Six-Month Date occurs, as applicable.

      


      
        	
                ·  

              	
                Other

              


      

      If your employment
with the Company and/or any subsidiary or affiliate terminates prior to the
Vesting Date for any reason other than long-service separation, disability,
death or in connection with a change of control, all RSUs with respect to this
RSU Award will lapse and shall be immediately forfeited.

      


      Transferability of
Award

      Subject to certain
exceptions set forth in the Plan, the RSU Award may not be assigned,
transferred, pledged or hypothecated in any way.  The RSU Award is not
subject to execution, attachment or similar process. Any attempt at such,
contrary to the provisions of the Plan, will be null and void and without
effect.  Note that once a RSU Award vests and shares of Company common
stock are actually issued, you will have the ability to transfer those
shares.

      


      Designation of
Beneficiary

      If you have not done
so already, you are encouraged to designate a beneficiary (or beneficiaries) to
whom your benefits under the Plan will be paid upon your death. If you do not
designate a beneficiary, any benefits payable pursuant to the Plan upon your
death will be paid to your estate.

      


      Administration of the
Plan

      The RSU Award shall
at all times be subject to the terms and provisions of the Plan and the Plan
shall be administered in accordance with the terms of, and as provided in, the
Plan. In the event of conflict between the terms and provisions of this document
and the terms and provisions of the Plan, the provisions of the Plan shall
control.

      


      Code
Section 409A

      It is intended that this RSU Award document and the
administration of the RSU award comply with Section 409A of the Internal
Revenue Code of 1986, as amended, and the Treasury Regulations promulgated and
other official guidance issued thereunder (“Code
Section 409A”), to the extent applicable.  The Plan and this RSU Award
document shall be interpreted and construed on a basis consistent with such
intent.  Notwithstanding anything contained herein to the contrary, no
shares may be issued unless in compliance with Code Section 409A to the
extent that Code Section 409A applies.  The Committee reserves the right (including the right
to delegate such right) to unilaterally amend this RSU Award document (and thus
the terms of the RSU Award) without your consent solely in order to maintain an
exclusion from the application of, or to maintain compliance with, Code
Section 409A.  Your acceptance of this RSU Award constitutes
acknowledgement and consent to such rights of the Committee.

      


      Tax
Impact

      Please refer to the
Plan prospectus for a general description of the U.S. federal tax consequences
of an RSU Award. You may also wish to consult with your personal tax advisor
regarding how the RSU Award impacts your individual tax
situation.  Nothing contained in this
RSU Award document or in the Plan prospectus shall be construed as a guarantee
of any particular tax effect for any benefits or amounts deferred or paid
pursuant to this RSU Award document.

      


      Compliance with Securities
Laws

      The Company will
take steps required to achieve compliance with all applicable U.S. federal and
state securities laws (and others, including registration requirements) and with
the rules and practices of the stock exchanges upon which the stock of the
Company is listed. Provisions are made within the Plan covering the effect of
stock dividends, stock splits, changes in par value, changes in kind of stock,
sale, merger, recapitalization, reorganization, etc.

      


      Effect on Other
Benefits

      The RSU Award is not
intended to impact the coverage of or the amount of any other employee benefit
plans in which you participate that are sponsored by the Company and any of its
subsidiaries or affiliates.

      


      Acceptance of
Award

      Your acceptance of
this RSU Award constitutes acknowledgement and consent to the terms of the RSU
Award as described in this RSU Award document.

      


      Further
Information

      For more detailed
information about the Plan, please refer to the Plan prospectus or the Plan
itself. Copies of the prospectus and the Plan can be obtained from the Executive
Compensation intranet Web site at Cat@work under the Compensation + Benefits
tab. If you have any questions regarding your equity compensation under the
Plan, please contact Paul Gaeto, Director of Compensation + Benefits at (309)
675-5624.