EXHIBIT 10 (b)
CATERPILLAR INC.
1987 STOCK OPTION PLAN, AS AMENDED
AS OF APRIL 14, 1993
1. ESTABLISHMENT OF PLAN
Caterpillar Inc. (hereafter referred to as the "Company") proposes to grant
to selected key employees of the Company and its subsidiaries restricted stock
awards, options to purchase common stock of the Company and stock appreciation
rights in conjunction therewith for the purposes of (i) furnishing to such
employees maximum incentive through ownership of Company shares to improve
operations and increase profits and (ii) encouraging such persons to accept or
continue employment with the Company and its subsidiaries. Such restricted stock
awards, options and stock appreciation rights will be granted pursuant to the
plan herein set forth, which shall be known as the Caterpillar Inc. 1987 Stock
Option Plan (hereafter referred to as the "Plan").
The Company also proposes to grant to the members of the Company's Board of
Directors who are not officers or employees of the Company at the time of a
grant (hereinafter referred to as "Outside Directors") options to purchase
common stock of the Company pursuant to the Plan. The purpose of such option
grants is to provide incentives for highly qualified individuals to stand for
election to the Board and to continue service on the Board and to encourage
increased stock ownership by Outside Directors in order to promote long-term
stockholder value. Stock appreciation rights, restricted stock awards, and
incentive stock options, as defined in Section 422A of the Internal Revenue
Code, will not be granted to Outside Directors under the Plan.
2. STOCK RESERVED FOR OPTIONS AND RESTRICTED STOCK AWARDS
Subject to adjustment as provided in Section 3, the maximum number of
shares of the Company that may be issued upon the granting of restricted stock
awards, performance awards or the exercise of options and Stock Appreciation
Rights under the Plan or any Supplement hereto shall not exceed 7,500,000. The
shares so issued may be authorized but unissued shares, Treasury shares, or
previously issued shares purchased for purposes of the Plan. Any shares subject
to options or awards may thereafter be subject to new stock options or awards
under the Plan if there is a forfeiture of any such awards or lapse, expiration
or termination of any such option but not if there is a surrender of an option
or portion thereof pursuant to a stock appreciation right as provided hereafter
in Section 7.
3. ADJUSTMENT PROVISIONS
If there is any change in the outstanding shares of common stock without
any consideration to the Company by stock dividend, stock split-up, change in
par or no par value, or other similar event, the number and kind of shares then
remaining available for issue under the Plan shall be correspondingly changed,
and a similar adjustment shall be made in the unexercised portion of all options
then outstanding without change in the aggregate purchase price to be paid.
Options and stock appreciation rights may also contain provisions for the
continuation thereof, and for other equitable adjustments, after other changes
in the Company's shares, including changes resulting from recapitalization,
reorganization, sale, merger, consolidation, or other similar occurrence.
4. ADMINISTRATION OF THE PLAN
The authority to grant restricted stock awards, options and stock
appreciation rights to officers and employees under the Plan shall be vested in
the Stock Option and Officers' Compensation Committee (hereafter referred to as
the "Committee") consisting of not less than three members of the Board of
Directors appointed from time to time by the Board. No member of the Board shall
serve on the Committee at a time when such member is, or within one year prior
thereto has been, eligible to receive restricted stock awards, options, or stock
appreciation rights under the Plan, or restricted stock awards, options, or
stock appreciation rights under any other stock option or stock bonus plan of
the Company; provided, however, that Outside Directors who receive options under
this Plan may serve on the Committee. The Committee shall have no authority
regarding the granting of options to Outside Directors.
Subject to the provisions of the Plan, the Committee from time to time
shall determine (except as to options granted to Outside Directors) the
individuals to whom, and the time or times at which, restricted stock awards,
options, or stock appreciation rights shall be granted; the number of shares to
be subject to each restricted stock award, each option, and each stock
appreciation right; the option price per share; the extent to which stock
appreciation rights are exercisable for cash, or stock, or a combination of cash
and stock; whether restricted shares [shares of common stock issued under
restrictions which subject them to a "substantial risk of forfeiture" (as
defined in Section 83 of the Internal Revenue Code of 1986, as amended) until
the restrictions lapse] should be issued on the exercise of an option or stock
appreciation right and, if so, the nature of the restrictions; the duration of
each option; the specific restrictions applicable to restricted stock awards and
the other terms and provisions of each restricted stock award, option, and stock
appreciation right. In the case of officers to whom restricted stock awards,
options, or stock appreciation rights may be granted, the selection of such
officers and all of the foregoing determinations shall be made directly by the
Committee in its sole discretion. In the case of key employees other than
officers, the selection of such employees and all of the foregoing
determinations may be delegated by the Committee to an administrative group of
officers chosen by the Committee. Neither restricted stock awards, options, nor
stock appreciation rights granted to one employee need be identical to those
granted other employees.
Commencing with the 1988 annual meeting of stockholders, options with a
term of ten years and one day shall be granted to each Outside Director for
1,000 shares of the Company's common stock effective as of the close of each
annual meeting of the stockholders (i) at which such individual is elected a
director or (ii) following which such individual will continue to serve as a
director as a member of a continuing class of directors. Any option so granted
shall be a nonqualified stock option. In the event any change in the outstanding
shares of the Company's common stock occurs and an adjustment is made in the
unexercised portion of options outstanding, as provided in Section 3 above, a
similar adjustment shall be made in the number of shares to be granted to
Outside Directors thereafter under this paragraph.
Subject to the provisions of the Plan specifically governing options
granted or to be granted to Outside Directors, the Committee may also interpret
the Plan; prescribe, amend and rescind rules and regulations relating to the
Plan; and make all other determinations necessary or advisable for the
administration of the Plan. The determinations of the Committee shall be made in
accordance with its judgment as to the best interests of the Company and its
stockholders and in accordance with the purposes of the Plan. The Committee's
determinations shall in all cases be conclusive.
A majority of the members of the Committee shall constitute a quorum, and
all determinations of the Committee shall be made by a majority of its members.
Any determination of the Committee may be made, without notice or meeting, by
the written consent of a majority of the Committee members.
5. ELIGIBILITY
Restricted stock awards, options, and stock appreciation rights may be
granted to officers and other key employees of the Company or of its present or
future subsidiaries. Options will be granted to Outside Directors as provided in
Section 4 hereof.
A director of the Company or a subsidiary who is not also an employee of
the Company or a subsidiary shall not be eligible to receive a restricted stock
award, stock appreciation right, or an alternative stock option. An employee or
officer who has been granted a restricted stock award, option, or stock
appreciation right under this or any other stock option plan may or may not be
granted additional restricted stock awards, options, and stock appreciation
rights at the direction of the Committee.
OPTIONS AND STOCK APPRECIATION RIGHTS
6. OPTION PRICE
The per share option price shall not be less than 100% of the fair market
value of the common stock at the time the option is granted. The per share
option price of options granted to Outside Directors shall be 100% of the market
value of the common stock at the time an option is granted.
7. STOCK APPRECIATION RIGHTS
Stock appreciation rights will permit the holder to elect to surrender any
option or any portion thereof which is then exercisable and receive in exchange
therefor shares of common stock, cash, or a combination thereof. Such stock,
cash, or combination shall have an aggregate value equal to the excess of the
fair market value of one share of common stock over the purchase price specified
in such option multiplied by the number of shares of common stock covered by
such option or portion thereof which is so surrendered. The fair market value of
one share of common stock shall equal (a) in the case of such a holder who is
not a Company officer, the mean of the highest and lowest quoted selling price
of shares of the Company's common stock on the New York Stock Exchange on the
date of surrender and (b) in the case of such a holder who is a Company officer,
but subject to the provisions of the succeeding sentence, the highest of the
means of the highest and lowest quoted selling price of shares of the Company's
common stock on the New York Stock Exchange determined for each day occurring
during the window period during which such election to surrender the option or
portion thereof is made; and the window period is the applicable period for
making such an election (currently ten business days) prescribed from time to
time pursuant to Rule 16b-3 promulgated under the Securities Exchange Act of
1934. In the case of such a holder who is a Company officer, the fair market
value of one share of common stock with respect to the surrender of an incentive
stock option granted, shall equal the mean of the highest and lowest quoted
selling price of shares of the Company's common stock on the New York Stock
Exchange on the date of surrender unless it is specifically provided in the
option form, or any amendment thereto, that the valuation described in item (b)
above shall apply. In the case of any option holder who at the time of an
election is an officer of the Company, each election to receive cash alone or in
combination with stock shall be subject to the approval of the Committee in its
sole discretion.
Stock appreciation rights may be granted as part of a stock option or as a
separate right to any holder of any option theretofore or then being granted
under this Plan. A stock appreciation right shall be exercisable upon any
additional terms and conditions (including, without limitation, the issuance of
restricted shares and the imposition of restrictions upon the timing of
exercise) which may be determined as provided in Section 4 of the Plan.
In the event of the exercise of a stock appreciation right, the number of
shares reserved for issuance under the Plan shall be reduced by the number of
shares of common stock covered by such option or portion thereof which is
surrendered in connection with such exercise. No fractional shares shall be
issued on the exercise of a stock appreciation right.
8. EXERCISE OF OPTIONS AND STOCK APPRECIATION RIGHTS
Options (other than options granted to Outside Directors) shall be
exercisable in such installments and during such periods as may be fixed by the
Committee at the time of granting. Options granted to Outside Directors shall
become exercisable as follows: one-third at the end of each of the three
successive one-year periods commencing on the date of each option grant.
Notwithstanding any other provision hereof, no option and no stock appreciation
right shall be exercisable after the expiration of ten years and one day from
the date such option or stock appreciation right is granted, provided that no
incentive stock option (or related stock appreciation right) shall be
exercisable after the expiration of ten years from the date such option is
granted.
Payment of the purchase price shall be made upon exercise of all or a
portion of any option. Such payment shall be made pursuant to rules adopted by
the Committee and the Company in cash or by the tendering (through one
transaction or in a series of consecutive transactions) of shares of common
stock of the Company having a fair market value equal to 100% of such purchase
price or by any combination thereof. The fair market value of a share of common
stock so tendered shall be the mean of the highest and lowest quoted selling
price of shares of the Company's common stock on the New York Stock Exchange on
date of exercise. In addition, on the exercise of an option, surrender of a
stock appreciation right, or upon the granting of any restricted stock award or
performance award, any applicable taxes which the Company is required to
withhold shall be paid to the Company and any information which the Company
deems necessary shall be provided to the Company. In fulfilling its withholding
obligation, the Company may withhold a portion of any shares to be issued to
satisfy such withholding obligation in accordance with rules promulgated by the
Committee, in its sole discretion.
9. TERMINATION OF EMPLOYMENT
Each option granted to an officer or employee shall, and each stock
appreciation right granted to an officer or employee may, in the Committee's
sole discretion require a period or periods of continued employment with the
Company and/or its subsidiaries before it may be exercised in whole or in part.
No such period shall be less than one year except that the Committee may permit
a shorter period in the event of termination of employment by reason of
retirement or death.
Termination of the employment with the Company and its subsidiaries of an
officer or employee who holds an option shall terminate any remaining rights
under options and stock appreciation rights then held by such holder except as
hereinafter provided.
Each option and stock appreciation right granted to an officer or employee
may provide that if employment of the holder with the Company and its
subsidiaries terminates after completion of a period of employment so specified,
the option or stock appreciation right may be exercised (to the extent then
exercisable) by the holder (or, in the event of the holder's death, by whoever
shall have received the holder's rights under the option or stock appreciation
right) during a specified period of time after such termination of employment.
Such a specified period of time may not exceed sixty months where termination of
employment is caused by retirement or death and sixty days where it results from
any other cause; provided that if death occurs after termination of employment
but during the period of time so specified, such period may be extended to not
more than sixty-six months after retirement, or thirty-eight months after
termination of employment for any other cause. In the event that any such option
or stock appreciation right granted under the Plan has a specified period for
exercise after retirement or death which is less than the maximum period
permitted under this section, the Committee may modify such option or right to
extend such specified period up to such maximum period.
Such options and stock appreciation rights shall not be affected by
authorized leaves of absence or by any change of employment so long as the
holder continues to be an employee of the Company or a subsidiary. Nothing in
the Plan or in any such option or stock appreciation right shall interfere with
or limit in any way the right of the Company or of any of its subsidiaries to
terminate any employee's employment at any time, nor confer upon any employee
any right to continue in the employ of the Company or any of its subsidiaries.
Notwithstanding the foregoing, the Committee may change the post-termination
period of exercisability of an option or stock appreciation right provided that
no such change shall extend the original maximum term of the option or stock
appreciation right.
9A. TERMINATION OF OUTSIDE DIRECTORSHIP
No period of continued service as an Outside Director following the grant
of an option shall be required to render exercisable an option granted to an
Outside Director in the event an Outside Director holding an option which has
not become exercisable or has not been fully exercised shall cease to be an
Outside Director. In such event any such option may be exercised at any time
within sixty months of the date such Director ceased to be a Director. In the
event an Outside Director shall die holding an option which has not become
exercisable or has not been fully exercised, his executors, administrators,
heirs or distributees, as the case may be, may exercise such option at any time
within sixty months of the date of such death provided that if death occurs
after the date an Outside Director ceases to be a Director, such option shall be
exercisable within sixty-six months of such date. In no event, however, shall an
option which has expired by its terms be exercisable.
10. INCENTIVE STOCK OPTIONS
Notwithstanding anything contained herein to the contrary, there may be
granted under the Plan, other than to Outside Directors, incentive stock options
as defined in Section 422A of the Internal Revenue Code as it may be amended
from time to time. The Committee from time to time shall determine whether any
incentive stock options shall be granted. It shall also determine in its full
discretion the individuals to whom, and the time or times at which, any such
grants shall be made. Incentive stock options shall not by their terms be
transferable by the holder other than by will or the laws of descent and
distribution and shall be exercisable during the holder's lifetime only by the
holder. The aggregate fair market value (determined at the time the option is
granted) of the stock with respect to which incentive stock options are
exercisable for the first time by the holder during any calendar year (under all
incentive stock option plans of the Company) shall not exceed $100,000;
provided, however, that all or any portion of an option which cannot be
exercised as an incentive stock option because of such limitation may be
converted by the Committee to an option other than an incentive stock option.
The Board of Directors of the Company may amend the Plan from time to time as
may be necessary (1) to comply with Section 422A of the Internal Revenue Code,
or other sections of the Code or other applicable laws or regulations, and (2)
to permit any options granted as, or converted to, incentive stock options to
have all of the features provided for incentive stock options in the applicable
laws and regulations.
11. TRANSFERABILITY OF OPTIONS AND STOCK APPRECIATION RIGHTS
Options and stock appreciation rights shall not be transferable otherwise
than by will or the laws of descent and distribution, and shall be exercisable,
during the holder's lifetime, only by the holder except in the case of holder's
incapacity or disability when such options and stock appreciation rights may be
exercised by the holder's duly appointed guardian or representative.
A holder, however, may file with the Company a written designation of a
beneficiary or beneficiaries (subject to such limitations as to the classes and
number of beneficiaries and contingent beneficiaries and such other limitations
as the Committee from time to time may prescribe) to exercise, in the event of
the death of the optionee, an option or stock appreciation right, subject to the
provisions of the Plan. A holder may from time to time revoke or change any such
designation of beneficiary and any designation of beneficiary under the Plan
shall be controlling over any other disposition, testamentary or otherwise;
provided, however, that if the Committee shall be in doubt as to the right of
any such beneficiary to exercise any option or stock appreciation right, the
Committee may determine to recognize only an exercise by the legal
representative of the optionee, in which case the Company, the Committee and the
members thereof shall not be under any further liability to anyone.
RESTRICTED STOCK AWARDS
12. GRANTING OF AWARDS
The Committee from time to time may determine whether any restricted stock
awards shall be granted to other than an Outside Director either alone or in
combination with the granting of options under the Plan. The Committee will in
so granting establish the time, conditions and restrictions in connection with
the issuance or transfer of a restricted stock award, including the restriction
period which may differ with respect to each grantee.
13. SHARES AND RESTRICTIONS
Restricted stock awards will be made from shares of Company common stock
otherwise available for stock option grants under the Plan. During the
restriction period the grantee shall have a beneficial interest in the
restricted stock and all rights and privileges of a stockholder with respect
thereto, including the right to vote and receive dividends, subject to the
restrictions imposed by the Committee at the time of grant.
The following restrictions will be imposed on shares of common stock issued
as a restricted stock award until the expiration of the restricted period:
(a) The grantee shall not be entitled to delivery of the stock
certificate which certificate shall be held in escrow by the
secretary of the Committee.
(b) None of the stock issued as a restricted stock award may be
transferred other than by will or by the laws of descent and
distribution.
(c) Stock issued as a restricted stock award shall be forfeited and
the stock certificate shall be returned to the Company if the
grantee terminates employment with the Company and its
subsidiaries except for termination due to retirement after a
specified age, disability, death or other special circumstances
approved by the Committee.
Shares awarded as a restricted stock award will be issued subject to a
restriction period set by the Committee of no less than two nor more than ten
years. The Committee except for the restrictions specified in the preceding
paragraphs shall have the discretion to remove any or all of the restrictions on
a restricted stock award
whenever it may determine that such action is appropriate. Upon the expiration
of the restriction period with respect to any shares of a restricted stock
award, a stock certificate will be delivered out of escrow, subject to
satisfaction by the grantee of the applicable withholding tax requirements,
without charge to the grantee.
GENERAL PROVISIONS
14. AMENDMENT AND TERMINATION
The Plan may be terminated at any time by the Board of Directors except
with respect to any restricted stock awards, options, or stock appreciation
rights then outstanding. Also, the Board may, from time to time, amend the Plan
as it may deem proper and in the best interests of the Company or as may be
necessary to comply with any applicable laws or regulations, provided that no
such amendment shall (i) increase the total number of shares which may be issued
under the Plan, (ii) reduce the minimum purchase price or otherwise materially
increase the benefits under the Plan, (iii) change the basis for valuing stock
appreciation rights, (iv) impair any outstanding option, stock appreciation
right or restricted stock award without the consent of the holder, (v) alter the
class of employees eligible to receive options, stock appreciation rights or
restricted stock awards, or (vi) amend any provision of the Plan insofar as it
applies specifically to options granted or to be granted to Outside Directors,
unless, in each case, such amendment is required in order to assure the Plan's
continued compliance with applicable securities laws, including Rule 16b-3 under
the Securities Exchange Act of 1934.
15. MISCELLANEOUS
For purposes of this Plan:
(i) The term "subsidiary" means any corporation in which the Company owns,
directly or indirectly, at least 35% of the total combined voting power of all
classes of stock; except that for purposes of any option subject to the
provisions of Section 425 of the Internal Revenue Code, as amended, the term
- -subsidiary+ means any corporation in an unbroken chain of corporations
beginning with the Company if, at the time of the granting of an option, each of
the corporations other than the last corporation in the unbroken chain owns
stock possessing 50% or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.
(ii) "Retirement" as used herein means retirement under any pension or
retirement plan of the Company or of a subsidiary, or termination of employment
with the Company or a subsidiary, by action of the employing company, because of
disability.
CATERPILLAR INC.
LONG TERM INCENTIVE SUPPLEMENT
ARTICLE I-PURPOSE
The provisions of this Long Term Incentive Supplement (the "Supplement")
shall supplement the provisions of the Caterpillar Inc. 1987 Stock Option Plan
(the "Plan") and, unless otherwise expressly qualified by the context of the
Supplement, the conditions contained in the Plan shall be applicable to the
Supplement and terms used in the Supplement shall have the meanings defined in
the Plan.
The purposes of the Supplement are to (i) strengthen the commonality of
interest between management and Caterpillar Inc.'s stockholders, (ii) link
effectively executive motivation and compensation with Caterpillar Inc.'s
performance, (iii) provide incentives and rewards for key executives to
accomplish Caterpillar Inc.'s goals and objectives over the long term, (iv)
offer a comprehensive and competitive total compensation program, and (v)
attract and retain executives of high caliber and ability.
ARTICLE II-DEFINITIONS
For purposes of the Supplement:
2.1 "AWARD" shall mean the sum of the cash amount and/or restricted stock
awarded to a Participant following the conclusion of a Performance Period in
which Performance Measures were met or exceeded.
2.2 "DISABILITY" shall mean the total and permanent disability of a Participant
as defined by any Caterpillar Inc. long-term disability plan in effect for such
Participant.
2.3 "PARTICIPANT" shall mean any employee of Caterpillar Inc. or any subsidiary
of Caterpillar Inc. holding a position which the Committee has determined is
eligible to participate in the Supplement.
2.4 "PERFORMANCE MEASURES" shall mean the criteria established by the Committee
at the beginning of each Performance Period as the basis for making Awards.
2.5 "PERFORMANCE PERIOD" shall mean any period of time determined by the
Committee for which the Performance Measures are established.
ARTICLE III-TERM OF PLAN
This Supplement shall be effective from the 1st day of January, 1993, and shall
remain in effect until terminated by the Board of Directors of Caterpillar, Inc.
ARTICLE IV-PAYMENT AND AMOUNT OF BENEFITS
4.1 PAYMENT OF AWARDS-Awards shall be paid in cash, shares of restricted stock,
or a combination of cash and restricted stock as determined by the Committee in
its sole discretion. A check for any cash Award or a certificate for shares of
restricted stock awarded shall be delivered to each Participant not later than
90 days following the end of the relevant Performance Period. The number of
Caterpillar Inc. shares of restricted stock awarded shall be determined by
dividing the portion of the Award payable in restricted stock by the average of
the high and low price of Caterpillar Inc. shares on the New York Stock Exchange
on the last business day of the Performance Period for which payment is made.
The terms of any such restricted stock shall be determined by the Committee in
its sole discretion subject to the restrictions of Section 13 of the Plan.
Federal, state and local taxes will be withheld as appropriate.
4.2 AMOUNT OF AWARD-Prior to the beginning of any Performance Period, the
Committee in its sole discretion will determine the target award for each salary
grade or position for all Participants. The Award amount will be calculated by
multiplying such target award by the percentage of the Award payable based on
attainment of the applicable Performance Measures.
4.3 REQUIRED EMPLOYMENT-An eligible Participant shall receive an Award under
this Supplement for a Performance Period provided he is actively employed by
Caterpillar Inc. on the last day of the Performance Period, except for a
Participant whose employment terminates during a Performance Period by reason of
death, disability, or retirement in which case a prorated Award shall be paid
for the time during the Performance Period that he was actively employed.
Participants who are employed on the last day of the Performance Period but were
not Participants for the entire Performance Period shall receive an Award
prorated for that part of the Performance Period for which they were
Participants.
ARTICLE V-ADMINISTRATION
5.1 AUTHORITY-The Supplement shall be administered by the Committee which shall
have full power and authority to administer and interpret the Supplement within
its terms. The Committee's authority shall include, but not be limited to, (i)
selecting participants, (ii) determining the timing, amounts and composition of
Awards, (iii) setting the duration of Performance Periods, (iv) establishing
performance goals for the Performance Periods, and (v) measuring such
performance at the end of each Performance Period.
All decisions made by the Committee shall be final and binding and shall be
given the maximum deference provided by law.
5.2 ADJUSTMENTS OF COMPANY PERFORMANCE MEASURES-At any time during a
Performance Period, the Committee may, in its discretion, increase or decrease
previously set Performance Measures for such Performance Period to reflect
changes in tax laws, regulations or rulings; changes in accounting principles or
practices; mergers, acquisitions or divestitures; major technical innovations;
or extraordinary, nonrecurring or unusual items.
5.3 SUSPENSION AND TERMINATION-The Committee and/or the Board of Directors of
Caterpillar Inc. may suspend or terminate this Supplement at any time. In such
event, all Performance Periods then in effect shall be deemed to have ended on
the effective date of such suspension or termination, the applicable Performance
Measures shall be appropriately prorated and modified to apply to the shortened
Performance Periods, and Awards shall be appropriately prorated and based upon
results accomplished over the time intervals from the start of each respective
Performance Period through the effective date of suspension or termination.
5.4 RULES AND REGULATIONS-The Committee may adopt from time to time such rules
and regulations as it reasonably deems appropriate to assist in administration
of this Supplement.
ARTICLE VI-MISCELLANEOUS
6.1 OTHER BENEFIT PLANS-No Award amount shall be taken into account under the
Retirement Income Plan, the Employees' Investment Plan, the Insurance Benefits
Plan, or any other employee benefit plan or payroll practice of Caterpillar Inc.
or its subsidiaries.
6.2 BENEFICIARIES-If an Employee is deceased at the time any benefit is payable
to him, the amount of such benefit shall be payable to the same person or
persons and in the same proportionate amount as shall be payable to the
beneficiary or beneficiaries for his basic life insurance under the applicable
insurance plan of Caterpillar Inc. or its subsidiaries, or if no beneficiary is
so designated, to the executor of his estate.
6.3 EMPLOYMENT RIGHTS-Participation in the Supplement will not give any
Participant the right to be retained in the service of Caterpillar Inc., or its
subsidiaries, nor shall such participation provide any right or claim to any
benefit under the Supplement unless such right or claim has specifically accrued
under the terms of the Supplement.
6.4 GENDER AND NUMBER-Where the context permits, words in the masculine gender
shall include the feminine gender, the plural shall include the singular, and
the singular shall include the plural.
6.5 GOVERNING LAW-The Supplement shall be construed in accordance with and
governed by the laws of the State of Illinois.