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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM
8-K
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Current
Report
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Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of
Report (Date of earliest event reported): May 28,
2010
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CATERPILLAR
INC.
(Exact name
of registrant as specified in its charter)
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Delaware
(State or
other jurisdiction of incorporation)
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1-768
(Commission
File Number)
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37-0602744
(IRS Employer
Identification No.)
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100
NE Adams Street, Peoria, Illinois
(Address of
principal executive offices)
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61629
(Zip
Code)
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Registrant's
telephone number, including area code: (309)
675-1000
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Former name
or former address, if changed since last report: N/A
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
230.425)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Page 1
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
officers.
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(e) On May 5, 2010,
Caterpillar Inc. (the “Company”) announced that David B. Burritt, currently Vice
President and Chief Financial Officer of the Company, will retire from the
position of Vice President and Chief Financial Officer effective June 1, 2010
and will provide transitional support as an employee of the Company until
October 1, 2010.
Mr. Burritt and the
Company entered into a Separation and Release Agreement dated May 25, 2010 (the
“Agreement”). The Agreement provides for certain usual and customary
terms and conditions relating to separation from employment including, without
limitation, releases from liability and cooperation, assistance,
non-disparagement and confidentiality provisions. The Agreement also
requires Mr. Burritt to abide by covenants regarding, among other things, a
prohibition, during the 12 months following the termination of his employment,
on the solicitation of employees, solicitation of customers and competing with
the Company. In the Agreement, the Company agrees to (i) continue Mr.
Burritt’s salary and benefits through September 30, 2010, his last day of
employment, and (ii) pay Mr. Burritt an aggregate amount of $1,347,027 at
certain times between the effective date of the Agreement and December 31,
2011.
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*********************************************************************
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SIGNATURES
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Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
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CATERPILLAR
INC.
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May 28,
2010
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By:
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/s/
James B. Buda
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James B.
Buda
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Vice
President, General Counsel and Secretary
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Page 2