ex_10-1.htm


     

    
      Exhibit
10.1

      Caterpillar
Inc.

      2006
Long-Term Incentive Plan

      Restricted
Stock Units

      Subject
to Transfer Restrictions

      


      March
1, 2010

      


      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”),
you, James W. Owens, received an equity award of 300,000 restricted stock units
(the “RSUs”).  This document specifies the material terms and
provisions applicable to such award (the “RSU Award”).

      


      Vesting

      Your RSUs will
vest on November 1, 2010 (the “Vesting Date”) provided you are continuously
employed by the Company through October 31, 2010, except as otherwise provided
below. If your employment terminates for any reason other than disability or
death (as described more fully below) prior to October 31, 2010, the RSU Award
will be forfeited.

      


      Upon vesting of the
RSUs, you will receive shares of common stock of the Company 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

      During the period
between the Grant Date and the Vesting Date (the “Vesting Period”), you are not
entitled to voting rights with respect to the RSUs.  When shares of
Company common stock are issued upon vesting of the RSUs, you then will have
full voting rights with respect to the shares issued.

      


      Dividends and Other
Distributions

      During the Vesting
Period, you will not receive dividends or any other distributions (e.g., dividend equivalents)
with respect to the RSUs.  When shares of Company common stock are
issued upon vesting of the RSUs, you then will have dividend rights with respect
to the shares issued.

      


      Termination of
Employment

      Termination of
employment with the Company will impact the RSU Award as follows:

      


      
        	
                 
      

              	
                ·

              	
                Disability or
      Death: If your 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 you or your
      designated beneficiary, as applicable. For this purpose, you will be
      considered disabled if you are 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
      your 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 your
      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.

              


      

      


      Transferability of
Award

      After the RSUs vest
and shares of Company common stock are issued and the Transfer Restrictions
expire, you will have the ability to transfer your shares.

      


      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.

      


      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.

      


      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.

      


      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.

      


      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 https://hsd.cat.com/executivecompensation. If
you have any questions regarding your equity compensation under the Plan, please
contact Paul Gaeto, Director of Compensation + Benefits at (309)
675-5624.