CNH Global N.V. Equity Incentive Plan



 Exhibit 4.2.8 
 CNH GLOBAL N.V. 
 EQUITY INCENTIVE PLAN 
 AS ADOPTED ON DECEMBER 22, 2008 AND AMENDED AND RESTATED

 EFFECTIVE JANUARY 1, 2005 
 Preamble 
 This amended and restated Equity Incentive Plan (“EIP”),
effective as of January 1, 2005, was adopted on December 22, 2008 by written consent of the Board of Directors of CNH Global N.V. (the “Company”) and will be presented to the shareholders of the Company to be ratified at their
Annual General Meeting. 
 Under the EIP umbrella, the Corporate Governance and Compensation Committee (the “Committee”) of the
Board of Directors of the Company has the authority to approve other specific stock-related plans (“Plans”), which abide by the same EIP principles and rules, and are tailored to reach specific Company objectives. 
 During its meeting of July 21, 2006, the Committee approved two new Plans; namely, the “Top Performance Plan” and the “Performance
and Leadership Bonus Plan”, attached hereto. 
 Any further amendment to, and restatement of this EIP, as well as any of the Plans, will
become effective subject only to the approval of the Committee. 
  

	1.	 Purpose of the EIP and the Plans 


 The purpose of the EIP and the Plans is to set forth principles and rules, which govern the grant of stock-related awards to top performers and key leaders of the Company, in order to foster a strong performance
culture, to reward the best performers and to align management and shareholders’ interests in achieving the Company financial objectives. 
 The Company believes that the EIP and the Plans will also assist in attracting and retaining people of outstanding training, experience and ability and will also ultimately promote the long-term success of the Company. 
  

	2.	 Definitions 


 “Award” means a grant of Company Shares, Performance Share Units, or Options (in the form of Non-Qualified Stock Options) made to a Participant under Section 8. 
 “Award Agreement” means the agreement provided in connection with an Award under Section 12. 







 “Award Date” or “Grant Date” means the date that an Award is granted, as specified in an Award
Agreement. 
 “Code” means the United States Internal Revenue Code of 1986, as amended, or any successor legislation. 
 “Company Shares” means the Company’s common shares. 
 “Fair Market Value” on any date means, with respect to a pre-2005 Award granted under this Plan, the average of the highest and the lowest sales prices of a Common Share on the Composite Tape for such
date, as reported by the National Quotation Bureau Incorporated; provided that, if no sales of Common Shares are included on the Composite Tape for such date, the Fair Market Value of a share of Common Shares on such date shall be deemed to be the
average of the highest and lowest prices of a share of Common Shares as reported on said Composite Tape for the next preceding day on which sales of Common Shares are included. 
 With respect to a post-December 31, 2004 Award granted under this Plan, “Fair Market Value” on any date means such value based on (i) the last sale before or the first sale
after the grant, (ii) the closing price on the trading day before or the trading day of the grant, or (iii) any other reasonable basis using actual transactions in such Company stock as reported by such market and consistently applied. The
determination of Fair Market Value also may be determined using an average selling price over a specified period that is within 30 days before or 30 days after the date of grant; provided that the commitment to grant the stock right is irrevocable
before the beginning of the measurement period used to determine the Option Price and the valuation method is used consistently for similar grants. In all events, Fair Market Value shall be determined in a manner consistent with Treasury Regulations
1.409A-1(b)(5)(iv). 
 Notwithstanding the forgoing provisions of this definitional section, where applicable foreign law requires that a
compensatory stock right be priced based upon a specific price averaging method and period, a stock right granted in accordance with such applicable foreign law will be treated as meeting the requirements of this definitional section, provided that
the averaging period does not exceed 30 days. 
 “Non-Qualified Stock Option” means any Option that does not qualify within the meaning of
Section 422 of the Code. 
 “Option” or “Stock Option” means any right to purchase Company Shares awarded pursuant to
Section 8(A). 
 “Option Price” means the price of an Option as determined pursuant to Section 8(A)(ii). 
 “Parent” means Fiat S.p.A., the Company’s indirect majority shareholder. 







 “Parent Group” means the Parent and any entity that directly or indirectly controls, or
is controlled by, or is under common control with, the Company. 
 “Participant” means an employee of, or any other
individual providing services to, the Company or any of its subsidiaries, who has been selected by the Committee to receive an Award under the EIP or any of the Plans. 
 “Settlement Date” means the date or dates upon which Company Shares are to be delivered to the Participant and the Option Price to be paid. 
 “Vesting Date” means, as to the Options, the date at which the Option is exercised and the underlying Company Shares are purchased by the Participant at the Option Price; as to
the Company Shares or the Performance Share Units, the date at which the Company Shares are actually transferred into the ownership of the Participant, subject to compliance with the Award conditions or attainment of the Company objectives
established in the Award Agreement. 
  

	3.	 Term 


 The EIP and
the Plans shall remain in effect until terminated in accordance with Section 13. After termination of the EIP, no further Awards may be granted, but outstanding Awards shall remain effective in accordance with their terms and the terms of the
EIP and the Plans. 
  

	4.	 Plan Administration 


  

	 	A.	 The Committee shall be responsible for administering the Plan. 


  


	 	i.	 Powers 


 The
Committee shall have full and exclusive discretionary power to interpret the EIP and the Plans and to determine eligibility for benefits and to adopt such rules, regulations and guidelines for administering the EIP and the Plans as the Committee may
deem necessary or proper. Such power shall include, but not be limited to, selecting Award recipients, establishing all Award terms and conditions, including new terms and conditions for any equitable adjustment relating to any corporate
reorganization pursuant to Section 7, converting Company Shares, Performance Share Units or Options to Parent securities (shares or options), and adopting modifications and amendments to the EIP, any of the Plans or any Award Agreement,
including without limitation, any that are necessary to comply with the laws of the countries in which the Company or any of its subsidiaries operate; provided however that, subject to Section 7 and except as otherwise specifically provided in
the Award Agreement, no such modification or 








	 	ii.	 amendment shall impair the rights of any Participant, without his consent, in any Award previously granted under the EIP or any of the Plans.



  

	 	iii.	 Delegation 


 The
Committee may allocate all or any portion of its powers to any one or more of its members and may delegate all or any part of its powers to any person or persons selected by it. To the extent that the Committee has allocated or delegated any portion
of its powers, references herein to the Committee shall include, with respect to such powers, the person or persons to whom they have been allocated or delegated. 
  

	 	B.	 The Committee may employ attorneys, consultants, accountants and other persons, and the Committee, the Company and its officers and directors shall be entitled
to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Participants, the Company and all other
interested persons. No member of the Committee shall be personally liable for any action, determination, or interpretation made in good faith with respect to the EIP, any of the Plans or Awards or Award Agreements, and all members of the Committee
shall be fully protected by the Company, to the fullest extent permitted by applicable law, in respect of any such action, determination or interpretation. 


  

	5.	 Eligibility 


 Awards
will be limited to persons who are Participants. In determining the persons to whom Awards shall be made, the Committee shall, in its discretion, take into account the nature of the person’s duties, past and potential contributions to the
success of the Company and such other factors as the Committee shall deem relevant in connection with accomplishing the purposes of the EIP or any of the Plans. A director of the Company, who is not also a Participant, shall not be eligible to
receive an Award. A person who has received an Award or Awards may receive an additional Award or Awards. 
  

	6.	 Company Shares Subject to the EIP or any of the Plans 


  

	 	A.	Subject to adjustment pursuant to Section 7, the maximum number of Company Shares that shall be available and reserved for issuance under the EIP or any of the Plans shall be
ratified or approved each year by the Company shareholders at the Annual General Meeting (the “AGM”) or any Extraordinary General Meeting (the “EGM”) of the Company, to which the item will be submitted 









	 	B.	 for ratification or approval, followed by the filing of the appropriate form with the SEC and listing agreement with the NYSE. 


  

	 	C.	 Company Shares that may be issued under the EIP or any of the Plans may be either authorized and unissued shares, or issued shares that have been reacquired by
the Company and are being held as treasury shares. 


  

	7.	 Corporate Reorganization and Equitable Adjustments 


 In the event of any merger, reorganization, consolidation, recapitalization, separation, liquidation, stock dividend, extraordinary dividend, spin-off, split-up, rights offering, share combination, minority
shareholders buy-out or going private transaction, change in control of the Company or any other change in the corporate structure of the Company affecting the Company Shares, their number, kind or price, and therefore any Award granted or to be
granted under the EIP or any of the Plans, the Committee shall take any such equitable adjustment that it may deem appropriate, in its sole discretion, including, but not limited to, substitution with shares or options of the Parent and concerning
any item of the Award or provision of the Award Agreement, in order to preserve the benefits already made available, or potential benefits to be made available, under the EIP or any of the Plans. 
  

	8.	 Awards 


 The
Committee shall determine the type and amount of any Award (in Stock Options, Company Shares or Performance Share Units) to be granted to any Participant under the EIP or any of the Plans, and also in combination with, in replacement of, or as the
payment form for, grants or rights under any other existing employee benefit or compensation plan of the Company. 
  

	 	A.	 Stock Options 


  

	 	i.	 Pre-2005 Grants. The Committee may grant any Participant one or more ISOs, Non-Qualified Stock Options, or both, in each case with or without SARs or
Reload Stock Options or any other form of Award. Stock Options granted pursuant to this Plan shall be subject to such additional terms, conditions, or restrictions as may be provided in the Award Agreement relating to such Stock Option.  



  

	 	    	 Post-December 31, 2004 Grants. The Committee may grant any Participant one or more ISOs, Non-Qualified Stock Options, or both, in each case with or
without SARs or Reload Stock Options or any other form of Award. Stock Options granted pursuant to this Plan shall be subject to such additional terms, conditions, or restrictions as may be provided in the Award Agreement relating to such Stock
Option. Notwithstanding any 










	 	ii.	 provision herein to the contrary, Non-Qualified Stock Options shall be subject to the following terms, conditions or restrictions: 



 

	 	1.	 The Option Price may never be less than the Fair Market Value of the underlying stock (disregarding lapse restrictions as defined in Treasury Regulation
Section 1.83-3(i)) on the date the Non-Qualified Stock Option is granted and the number of shares subject to the Non-Qualified Stock Option is fixed on the original date of grant of such Option; 


  

	 	2.	 The transfer or exercise of the Non-Qualified Stock Option is subject to taxation under Code Section 83 and Treasury Regulation Section 1.83-7; and



  

	 	3.	 The Non-Qualified Stock Option does not include any feature for the deferral of compensation other than the deferral of recognition of income until the later of
the following: 


  

	 	a.	The exercise or disposition of the Non-Qualified Stock Option under Treasury Regulation Section 1.83-7, or 

  

	 	b.	 The time the stock acquired pursuant to the exercise of the Non-Qualified Stock Option first becomes substantially vested (as defined in Treasury Regulation
Section 1.83-3(b)). 


  

	 	iii.	 Option Price for Stock Options Granted Pre-2005. The Option Price of a Stock Option shall be determined in the manner set forth by the Committee but shall
not be less than 100% of the lesser of (a) the Fair Market Value of a Common Share on the Award Date or (b) the average Fair Market Value of a Common Share during the 30 trading days immediately preceding the Award Date; provided, however,
that in the case of a Non-Qualified Stock Option granted retroactively in tandem with or as substitution for another Award, the Option Price shall not be less than the price that the Committee determines necessary to preserve the value of such other
Award on the date of substitution; and provided further that, to the extent provided in a written offer of employment, the Option Price of a Stock Option shall not be less than 100% of the Fair Market Value of a Common Share on such other date
specified in the offer letter but not earlier than the date of offer. 


  

	 	iv.	 Manner of Payment of Option Price. The Option Price shall be paid in full at the time of the exercise of the Stock Option (except that, in the case of an
exercise arrangement approved by the Committee in accordance with clause (c) below, payment 










	 	v.	 may be made as soon as practicable after the exercise) and may be paid in any of the following methods or combinations thereof: 


  

	 	1.	 in United States dollars in cash, check, bank draft or money order payable to the order of the Company; 


  

	 	2.	 by the tendering, either by actual delivery or by attestation, Common Shares acceptable to the Committee (but excluding any shares acquired from the Company
unless such shares were acquired and vested more than six months prior to the date tendered under this clause (b)) having an aggregate Fair Market Value on the date of such exercise equal to the Option Price; or 


  

	 	3.	 in any other manner that the Committee shall approve, including without limitation, any arrangement that the Committee may establish to enable Participants to
simultaneously exercise Stock Options and sell the shares of Common Shares acquired thereby and apply the proceeds to the payment of the Option Price therefor. 


  

	 	vi.	 Reload Stock Options. The Committee may award Reload Stock Options to any Participant either in combination with other Awards or in separate Award
Agreements that grant Reload Stock Options upon exercise of outstanding Stock Options granted under this Plan or otherwise. 


  

	 	B.	 Company Shares 


 The Committee may award Company Shares to any Participant. Awards of Company Shares may be unrestricted or may be subject to such restrictions and conditions as are established by the Committee and set forth in the Award Agreement, which
may include, but are not limited to, continued service with the Company, achievement of specific business objectives, and other measurements of individual or business unit or Company performance. 
  

	 	C.	 Performance Share Units 


 Performance Share Units shall be based on attainment, over a specified period, of individual performance levels, as assessed by the Committee or the Company, or of other targets that may include, but shall not be limited to, trading profit
(or operating income after restructuring), trading cash flow, earnings per share, total shareholder return, return on shareholders’ equity, and cumulative return on net assets employed. Performance Share Units may be settled in Company Shares
or cash or both. 








	9.	 Settlements 


 Settlement of Awards may be in the form of cash, Company Shares, other Awards, or in combinations thereof as the Committee shall determine, and with such other conditions or restrictions as it may impose. 
  

	10.	 Transferability 


 Except as otherwise provided by an Award Agreement, no Awards under the EIP or any of the Plans shall be assignable, alienable, saleable or otherwise transferable other than by Will or the laws of descent and distribution. 
  

	11.	 Ceasing to be Eligible or Becoming Eligible During the Term of a Plan 


 In the event a Participant ceases to be eligible during the term of the EIP or any of the Plans for any reason, including, but not limited to, the transfer to any other entity of the Parent
Group, or a new employee becomes eligible for the EIP or any of the Plans for any reason, including, but not limited to, the transfer from any entity of the Parent Group, an internal promotion or a new hire, the existing Award may be converted or
adjusted, or a new Award may be granted, as the case may be, in any manner that the Committee, or any person delegated by it under Clause 4.A (ii), may deem appropriate, including, without limitation, a lower or higher amount of Company Shares or
Stock Options, or a cash only amount or a conversion into shares or stock options of the Parent. 
  

	12.	 Award Agreements 


 Awards under the EIP or any of the Plans shall be evidenced by Award Agreements that set forth the details, conditions and limitations for each Award, which may include the term of the Award, the provisions applicable in the event the
Participant ceases to be eligible during the term of the EIP or any of the Plans for any reason (including, but not limited to, termination of employment, death, total disability, approved leave of absence, retirement, involuntary lay-off, transfer
to any other entity which is a member of the Parent Group), the provisions applicable in the event there is a change in the Company’s corporate structure or any other corporate reorganization pursuant to Section 7, and the Company’s
or Committee’s authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind any Award, subject to the terms and conditions of the EIP or any of the Plans. Electronic signature serves as a permissible proxy to physical
signature for the purpose of acceptance of the terms and conditions of the Award Agreement. 
  

	13.	 Termination 


 The
Committee may terminate the EIP or any of the Plans at any time provided, however, that no termination shall impair the rights of any Participant, without his or her consent, in any Award previously granted under the EIP or any of the Plans.









	14.	 Tax Withholding 


 The
Company shall have the right to: (i) make deductions from any settlement of an Award made under the EIP or any of the Plans, including the delivery or vesting of shares, or require shares or cash or both be withheld from any Award, in each case
in an amount sufficient to satisfy withholding of any applicable federal, state or local taxes required by law; or (ii) take such other action as may be necessary or appropriate to satisfy any such withholding obligations. The Committee may
determine the manner in which such tax withholding may be satisfied, and may permit Company Shares (rounded up to the next whole number) to be used to satisfy required tax withholding based on the Fair Market Value of any such Company Shares, as of
the Settlement Date of the applicable Award. 
 Without limiting the foregoing, all Awards under the Plan shall be subject to reimbursement
by the Participant of any fringe benefit tax, wherever payable by the Company – in respect of any Stock Options, Company Shares or Performance Share Units. The Company shall have the right to recover such fringe benefit tax by deducting an
appropriate sum from all grants paid in cash, or from other wages paid to the Participant. In case of Stock Options and other Awards paid in Company Stock, the Company may require the Participant or any other person receiving such shares to pay to
the Company the amount of such fringe benefit tax with respect to such Awards or the Company may deduct from other wages paid by the Company the amount of any fringe benefit tax payable by the Company with respect to such Awards. 
  

	15.	 Other Company Benefit and Compensation Programs 


 Unless otherwise specifically determined by the Committee, settlements of Awards received by a Participant under the EIP or any of the Plans shall not be deemed a part of the Participant’s regular, recurring
compensation for purposes of calculating payments or benefits from any Company benefit plan, severance program or severance pay law of any country. Further, the Company may adopt other compensation programs, plans or arrangements as it deems
appropriate or necessary. 
  

	16.	 Unfunded Plan 


 Unless otherwise determined by the Committee, the EIP or any of the Plans shall be unfunded and shall not create (or be construed to create) a trust or a separate fund or funds. Neither the EIP nor any of the Plans shall establish a
fiduciary relationship between the Company and any Participant or other person. To the extent any person holds any rights by virtue of a grant awarded under the EIP or any of the Plans, such right (unless otherwise determined by the Committee) shall
be not greater than the right of an unsecured general creditor of the Company. 








	17.	 Future Rights 


 No
person shall have any claim or right to be granted an Award under the EIP or any of the Plans, and no Participant shall have any right under the EIP or any of the Plans to be retained in the employment of the Company or any of its subsidiaries.

  

	18.	 Governing Law 


 The
validity, construction and effect of the EIP or any of the Plans, and any actions taken or relating to the EIP or any of the Plans, shall be determined in accordance with the laws of the State of Delaware, U.S.A. 
  

	19.	 Successors and Assigns 


 The EIP or any of the Plans shall be binding on all successors and assigns of a Participant, including, without limitation, the estate of such Participant and the executor, administrator or trustee of such estate, or any receiver or trustee
in bankruptcy or representative of the Participant’s creditors. 
  

	20.	 General Restrictions 


  

	 	A.	 Notwithstanding any provision to the contrary, the Company shall have no liability to deliver any Award or make any other distribution of benefits under the EIP
or any of the Plans unless such delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the United States Securities Act of 1933), and the Company Shares involved in such Award are
authorized for listing on the NYSE. 


  

	 	B.	 To the extent that the EIP or any of the Plans provides for the issuance of Company Shares, the issuance will be effected on a non-certificated basis.



  

	 	C.	 Except as otherwise provided in any Award Agreement, a Participant shall have no rights as a shareholder of the Company until he or she becomes the holder of
record of Company Shares. 


  

	 	D.	 BY ACCEPTING ANY AWARD AGREEMENT UNDER THE EIP OR ANY OF THE PLANS, THE PARTICIPANT EXPRESSLY AND IRREVOCABLY AGREES TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF
ANY FEDERAL OR STATE COURT LOCATED IN WILMINGTON, DELAWARE, U.S.A. IN RESPECT OF ANY MATTER THAT IS NOT OTHERWISE ARBITRATED OR RESOLVED ACCORDING TO SECTION 21. This includes any action or proceeding to compel arbitration or to enforce an
arbitration award. 










	21.	 Arbitration 


 Any and
every dispute or difference arising under, or in relation to the EIP or any of the Plans, including any dispute or difference as to the validity, meaning or effect hereof, shall be finally settled by Arbitration in Wilmington, Delaware, under the
Rules of the United States Federal Arbitration Act. The arbitration award shall be final and binding and shall deal with the question of the costs of arbitration and all matters relating thereto. The arbitrator is not empowered to award damages in
excess of reasonable actual damages.