exv4w2w2



 







Exhibit 4.2.2




CNH GLOBAL N.V. EQUITY INCENTIVE PLAN

Form of Performance Unit Award Agreement




     THIS AWARD AGREEMENT entered into as of the 7 day of December 2005, by and between CNH Global
N.V. (the “Company”), and [First Name] [Last Name] (the “Participant”).



WITNESSETH:




     WHEREAS the Company maintains the CNH Global N.V. Equity Incentive Plan (the “Plan”) for the
benefit of eligible employees; and



     WHEREAS pursuant to the authority vested in it under the Plan, the Corporate Governance and
Compensation Committee of the Board of Directors of the Company (the “Committee”), has approved the
granting of this Award to the Participant;



     NOW, THEREFORE, the Company and the Participant agree as follows:



1. Award of Performance Units




     (a) Share Units. Subject to the terms of this Agreement and the Plan, the Participant
is hereby awarded Performance Units under the Plan in an amount specified and determined pursuant
to Schedule 1 of this Agreement. Subject to paragraph 3 below, each Performance Unit under this
Section 1(a) shall entitle the Participant to a Common Share of the Company on the Settlement Date
for that Performance Unit, as provided in paragraph 4 below.



     (b) Cash Units. Subject to the terms of this Agreement and the Plan, the Participant
is hereby awarded Performance Units under the Plan in an amount specified and determined pursuant
to Schedule 1 of this Agreement. Subject to paragraph 3 below, each Performance Unit under this
Section 1(b) shall entitle the Participant to a cash payment on the Settlement Date for that
Performance Unit at [Currency] 1.00 per Performance Unit, as provided in paragraph 4 below.



2. Vesting of Awards




     Unless forfeited earlier under paragraph 3 below, a percentage of the Performance Units
awarded in paragraph 1 above shall vest upon the Settlement Date (as defined in Section 4 below).



     In the event of the Participant’s death, Total Disability (as defined below) or other approved
leave of absence, retirement, or involuntary layoff after December 31, 2007, however, the
Participant shall vest in the Performance Units awarded according to this Award Agreement.
Additionally, upon a change in control (as determined by the



 









 







Committee) after December 31, 2007,
the Participant shall vest in the Performance Units awarded according to the provisions of this
Award Agreement.



     “Total Disability” means, as determined in good faith by the Company, the permanent inability
of the Participant, which is as a result of accident or sickness, to perform such Participant’s
occupation or employment for which the Participant is suited by reason of the Participant’s
previous training, education and experience and which results in the termination of the
Participant’s employment.



3. Forfeiture of Performance Units




     All Performance Units that have not previously vested shall be forfeited on the earlier to
occur of the following dates:




	 	(a)	 	June 30, 2008; or
	 
	 	(b)	 	the day following the Participant’s termination of employment with the
Company for any reason, except as provided in Section 2 of this Agreement; or
	 
	 	(c)	 	upon the date the Company determines the objectives set forth on Schedule 1
are not met.





4. Settlement of Performance Units




     (a) In Common Shares. As soon as practicable after each Determination Date (the
“Settlement Date”), the Company shall transfer to the Participant certificates or book entry shares
issued in the Participant’s name for the number of shares of Common Shares equal to the number of
Performance Units granted pursuant to Section 1(a) of this Award Agreement and vesting on such
date, if any; provided, however, the Company, in its sole discretion, may withhold shares of Common
Shares otherwise payable to the Participant to satisfy any applicable withholding taxes.


“Determination Date” means the date(s) that the Company determines the number of Performance Units
the Participant is entitled to receive as set forth on Schedule 1.




     (b) In Cash. As soon as practicable after each Determination Date, the Company shall
pay the Participant, in cash, an amount equal to the number of Performance Units granted pursuant
to Section 1(b) of this Award Agreement and vesting on such date, if any, multiplied by [Currency]
1.00. The Company, in its sole discretion, may withhold payment otherwise payable to the
Participant to satisfy any applicable withholding taxes. Any withholding taxes resulting from any awards under this Award Agreement shall be paid out of the
cash payment under this Section 4(b) prior to the Company withholding any Common Shares for
applicable withholding taxes.



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5. Adjustments




     The Performance Units granted in this Agreement shall be subject to adjustments by the
Committee in accordance with Section 7 of the Plan.



6. Rights as Shareholder




     The Participant shall have no rights as a shareholder with respect to any shares of Common
Shares until and unless the Participant becomes the shareholder of record of such shares. Except
as provided in Section 7 of the Plan, no adjustment shall be made for dividends or other rights for
which the record date is prior to the date on which the Participant becomes a shareholder of
record.



7. Employment




     Neither the granting of this Award nor any term or provision of this Agreement shall
constitute or be evidence of any understanding, expressed or implied, on the part of the Company to
employ the Participant for any period of time.



8. Nontransferability




     During the Participant’s lifetime, this Award shall not be transferable (voluntarily or
involuntarily) by the Participant. The benefits of the Award shall pass, upon death, to the
beneficiary designated by the Participant on a form provided by, and filed prior to death with, the
Company. If no designation is made or if the designated beneficiary does not survive the
Participant’s death, the Award shall pass by will or the laws of descent and distribution.



9. Definitions




     Except where the context clearly implies or indicates the contrary, a word, term, or phrase
used in the Plan is similarly used in this Agreement.



10. Amendment




     This Agreement may be amended by the Committee at any time, provided that no such amendment,
without the written consent of the Participant, shall adversely affect the rights of the
Participant granted hereunder.



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11. Miscellaneous





	 	(a)	 	Compliance with Internal Revenue Code Section 409A. All provisions
of this Performance Unit Award Agreement and the related Long Term Incentive Plan are
intended to comply with the requirements of Internal Revenue Code 409A, and shall be
construed and interpreted in accordance with such intent. To the extent that an
amount under the Performance Unit Award Agreement or the Plan is subject to Code
Section 409A, the amount shall be paid in a manner that will comply with Code Section
409A and any administrative guidance issued thereunder.
	 
	 	(b)	 	Headings. The headings in this Agreement are inserted for
convenience only and shall have no significance in the interpretation of this
Agreement.
	 
	 	(c)	 	Entire Agreement. This Agreement contains the entire agreement
between the parties with respect to the transactions contemplated hereunder and
supersedes any prior arrangements or understandings with respect thereto, written or
oral. No agreements or representations, oral or otherwise, expressed or implied, with
respect to the subject matter hereof have been made by either party which are not set
forth expressly in this Agreement (including the Plan).
	 
	 	(d)	 	Successors. The terms and conditions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
heirs, personal representatives and successors.
	 
	 	(e)	 	Governing Law. In the event of any inconsistency between the terms
of this Agreement and the Plan, the terms of the Plan shall control. This Agreement
shall be governed by and construed in accordance with the laws of the State of
Delaware applicable to agreements made and entirely to be performed within such
jurisdiction except to the extent federal law may be applicable.
	 
	 	(f)	 	Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same instrument.










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     IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of the day and
year first above written.



	 	 	 	 	 
	CNH GLOBAL N.V.

	 	 	 	 
	 
	 	 	 	 
	By
	 	 	 	 
	 
	 	 	 	 
	Roberto Pucci

Senior Vice President

Human Resources
	 	 	 	 
	 
	 	 	 	 
	ACCEPTED:
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	Participant

	 	Date	 	 






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SCHEDULE 1

CALCULATION OF AWARD




Potential Performance Units if





	 	a)	 	the Company achieves 7.2 % cumulative trading profit margin for the CNH fiscal years
of 2005-2007;
	 
	 	b)	 	an annual bonus is earned by the Participant pursuant to the annual bonus rules of
the Company for 2 of the 3 plan years of the 2005-2007 cycle, and
	 
	 	c)	 	the Company achieves the threshold for an annual bonus pursuant to the annual bonus
rules of the Company for at least 2 of the 3 plan years of the cycle of 2005-2007:





	 	 	 	 	 	 	 
	 	 	Threshold	 	 	 	Maximum
	 	 	(Target – 10%)	 	Target	 	(Target + 15%)
	2005-2007 Cumulative

Trading Profit Margin %:

	 	7.2 %
	 	8.0 %
	 	9.2 %
	 
	 	 	 	 	 	 
	[Name]
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Section 1(a) Award1:

	 	[Threshold Shares]
	 	[Target Shares]
	 	[Maximum Shares]
	 
	 	 	 	 	 	 
	Section 1(b) Award2:

	 	[Threshold Cash]
	 	[Target Cash]
	 	[Maximum Cash]





The Target means achievement by the Company of the targeted amount of trading profit divided by net
revenue of the Company, as determined by the Company in its sole discretion.



If the amount of trading profit divided by net revenue of the Company falls between the Threshold
and the Target or between the Target and the Maximum, the amount of Performance Units awarded shall
be interpolated accordingly.

Each Section 1(a) Performance Unit equals one share of Common Shares of the Company.






 




			
	1	 	Each Section 1(a) Performance Unit
equals one share of Common Shares of the Company.
	 
	2	 	Each Section 1(b) Performance Unit
equals [Currency] 1.00 .






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