CATERPILLAR INC. (NYSE:CAT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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CATERPILLAR INC. (NYSE:CAT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 6, 2018, Robert B. Charter provided notice of his decision to retire as Group President, Customer & Dealer Support of Caterpillar Inc. (the "Company"), effective June 1, 2018.

In connection with Mr. Charter’s retirement, the Company has entered into a Retention and Retirement Agreement with Mr. Charter (the “Agreement”), dated April 6, 2018. to the terms of the Agreement:

Mr. Charter will receive a cash payment of $2,967,125 payable as soon as practicable after his retirement.

Mr. Charter’s outstanding equity awards will be treated in accordance with their terms, except that the performance-based restricted stock unit award granted to Mr. Charter in 2017 will remain outstanding following Mr. Charter’s retirement. to their terms, the equity awards made to Mr. Charter in March 2018 will be forfeited in their entirety and provide no value to Mr. Charter.

The Company has agreed to waive the application of the provision of its relocation policy that would otherwise require Mr. Charter to reimburse the Company for relocation allowances and benefits provided by the Company to Mr. Charter in connection with his relocation to Deerfield, Illinois.

The Agreement also contains various covenants, including restrictive covenants relating to non-competition, non-solicitation, non-disparagement, confidentiality and cooperation.

The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 10.1 and is incorporated herein by reference.

The Company issued a press release in connection with Mr. Charter’s retirement, which press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibit:

10.1 Retention and Retirement Agreement, dated April 6, 2018.
99.1 Press Release, dated April 9, 2018.


CATERPILLAR INC Exhibit
EX-10.1 2 exhibit101retentionandre.htm EXHIBIT 10.1 exhibit101retentionandre Caterpillar: Confidential Green RETENTION AND RETIREMENT AGREEMENT THIS AGREEMENT,…
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About CATERPILLAR INC. (NYSE:CAT)

Caterpillar Inc. is a manufacturer of construction and mining equipment, diesel and natural gas engines, industrial gas turbines and diesel-electric locomotives. The Company operates through its three product segments: Resource Industries, Construction Industries, and Energy & Transportation. It also provides financing and related services through its Financial Products segment. Its Construction Industries segment provides machinery for infrastructure and building construction applications. Its Resource Industries segment offers machinery for mine and quarry applications. Its Energy & Transportation segment offers reciprocating engines, generator sets, gas turbines and turbine-related services, diesel-electric locomotives and other rail-related products and services. Its Financial Products segment conducts its business through Caterpillar Financial Services Corporation (Cat Financial). Cat Financial provides retail and wholesale financing alternatives for Caterpillar products.