Navistar Inter. Corp. Amended and Restated Executive Stock Ownership Program



 EXHIBIT 10.82 
 

 
 NAVISTAR INTERNATIONAL CORPORATION 
 Amended and Restated 
 Executive Stock Ownership Program 
 December 16, 2008 
  
  

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 NAVISTAR INTERNATIONAL CORPORATION 
 EXECUTIVE STOCK OWNERSHIP PROGRAM 
 (Amended and restated as of
December 16, 2008) 
 INTRODUCTION 
 On
June 16, 1997, the Board of Directors (the “Board”) of Navistar International Corporation (the “Company”) approved the terms of the Executive Stock Ownership Program, as may be subsequently amended from time to time (the
“Program”), in which all officers and senior managers of the Company and its participating subsidiaries or affiliates who are employed in organization level 9 or above (or its equivalent under prior or future organization structures)
(individually, a “Participant” and collectively, the “Participants”) will participate. As a Participant, the Program requires you to make a substantial investment in the common stock of the Company. This document describes the
terms of the Program. 
 Senior management and the Board believe that, in order for the Company to become the best truck and engine company in North America,
senior management of the Company and its participating subsidiaries or affiliates must have a significant ownership stake in the Company. The Program requires you and every other member of senior management to acquire such an ownership stake,
and to do so promptly. The goal of the Program is to secure your individual commitment to the management team that intends to implement the vision for the Company and our shareowners, by requiring you to make an “at risk” investment of
personal funds as well as career success in the Company. In this way, the Program will reinforce the behavior of every member of senior management to act like an owner. 
 In connection with the adoption of the Program, the Board approved certain changes to the executive severance agreements that the Company enters into with its officers and senior managers. The new terms of the
severance agreement enhance your protection in the event of a qualifying termination of employment or a change in control of the Company. In this way, the Company is making a greater commitment to you at the same time as you are making a greater
commitment to the Company. 
 THE STOCK OWNERSHIP REQUIREMENT 
 Mandatory Ownership Requirement. The Program imposes a mandatory requirement that you own a specified amount of the Company’s common stock, $0.10 par value per share (“Stock”). Failure to continuously own the
required amounts of Stock at the times required under the Program will constitute grounds for the conversion of future annual incentive payments into Deferred Shares (as discussed below). 
 Required Levels of Stock Ownership. Under the Program, you will be required to own a number of shares of Stock calculated by reference to your base salary, a
multiplier assigned to your organization level (or its equivalent), and the average of the high and low prices of Stock (rounded down to the nearest dollar) on the date you first became subject to the Program (i.e., the date you are promoted to
organization level 9 or above (or its equivalent) or are newly hired at organization level 9 or above (or its equivalent)). The actual number of shares of Stock that you will be required to own under the Program (the “Ownership
Requirement”) will be provided to you in a written statement. Exhibit A, which is attached hereto, provides you with a sample of this written statement. 
 Subject to the Board’s right to review and amend the Program, your Ownership Requirement will not vary with changes in the market price of Stock during the life of the Program. In addition, your Ownership
Requirement will not change in the event your base salary is increased or decreased while you remain in the same organization level (or its equivalent). 
 Unless otherwise determined by the Board, in the event you are promoted to a higher organization level (or its equivalent) after you become subject to the Program, you will become subject to the Ownership Requirement applicable to that
organization level (or its equivalent), based on your then-current base salary. The additional 

  

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number of shares of Stock needed to meet your new Ownership Requirement will be calculated based on the average of the high and low prices of Stock (rounded
down to the nearest dollar) on the effective date of your promotion (net of the dollar amount associated with your original Ownership Requirement or, if applicable, each subsequent Ownership Requirement preceding the effective date of your most
recent promotion, as appropriate, using the average of the high and low prices of Stock (rounded down to the nearest dollar) on the date you first became subject to the Program or, if applicable, the effective date of each such subsequent promotion
preceding the effective date of your most recent promotion, as appropriate). For example, assume a Participant in organization level 10 (or its equivalent) is required to own 13,235 shares of Stock based on a $150,000 base salary, a multiplier of
1.5 times his base salary and a $17.00 average market price of the Stock on the date on which he or she first became subject to the Program. Further assume that the Participant is promoted to organization level 11 (or its equivalent) at a base
salary of $200,000, with a multiplier of 2.25 times his or her base salary, when the average market price of the Stock on his date of promotion is $20. The additional number of shares of Stock needed to satisfy his or her new Ownership Requirement
is 11,250, calculated as follows: 
  

									
	Level 10:	  	$150,000	  	Base Salary	  	
		  	x 1.5	  	Organization Level Multiplier	  	
		  	 	  		  		  	
		  	$225,000	  	 ̈ $17.00 =	  	13,235 Shares*	  	Original Ownership Requirement
		  		  		  	 	  	
				
	Level 11:	  	$200,000	  	Base Salary	  	
		  	x 2.25	  	Organization Level Multiplier	  	
		  	 	  		  		  	
		  	$450,000	  		  	
		  	-$224,995	  	($17.00 x 13,235 Shares)	  	
		  	 	  		  		  	
		  	$225,005	  	 ̈ $20.00 =	  	11,250 Shares*	  	Additional Ownership Requirement
		  		  		  	 	  	

  

	 *	Rounded down to the nearest number of whole shares. 

 The Board intends to
review the Ownership Requirements from time to time, and reserves the right to adjust the Ownership Requirements at any time in its complete and sole discretion to reflect, among other things, market conditions and the Company’s ongoing
executive compensation programs. 
 Time to Meet Ownership Requirement. The Ownership Requirement will be phased in, so that you will be required to
own shares of Stock representing: 
  

	 (i)
	 one-fifth of your Ownership Requirement (the “Initial Ownership Requirement”) within 6 months after the date
you become subject to the Program (the “1st Tranche Deadline”); 


  

	 (ii)
	 three-fifths of your Ownership Requirement (the “Second Ownership Requirement”) within 36 months after the
date you become subject to the Program (the “2nd Tranche Deadline”); and 


  

	(iii)	the full amount of your Ownership Requirement (the “Final Ownership Requirement”) within 60 months after the date you become subject to the Program (the “Ownership
Deadline”). 

 In the case of any promoted or newly hired Participant, any additional or new Ownership Requirement will be phased in so
that one-fifth of such additional or new Ownership Requirement must be met within 6 months after the date such Participant is promoted or newly hired, three-fifths within 36 months after such date, and in full within 60 months after such date.
Except as otherwise provided herein, deadlines applicable to any original Ownership Requirement will not be altered. 
 Restriction on Sales or
Dispositions of Stock. Once your Ownership Requirement is met, you must continue to own sufficient Stock to meet the Ownership Requirement until the Ownership Requirement lapses (as discussed below) or the Program is terminated. The Program is
intended to be indefinite in duration. However, except as otherwise specified herein or as otherwise required by applicable law, the Company reserves the right 

  

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to amend, modify, or terminate the Program at any time, in part or in its entirety, including, without limitation, with respect to any or all Participants,
regardless of any resulting income tax or other consequences to Participants. 
 Under the Program,
you may not sell or dispose of any shares of Stock that you own (as determined under the Program) at any time that you have not met the full Ownership Requirement, or to the extent the sale or disposition would cause your ownership to fall below
your full Ownership Requirement. This means, for example, that even if you own shares of Stock in excess of one-fifth of your Ownership Requirement between the 1st Tranche Deadline and the 2nd Tranche Deadline, you could not sell such excess shares. You can only sell shares of
Stock if you have met your full Ownership Requirement, and only to the extent the sale of such shares does not cause you to fall below your full Ownership Requirement. 
 In the event that you should sell or dispose of shares of Stock in violation of the Program’s requirements, such action may constitute grounds for the reduction of future equity awards and/or the conversion of
future annual incentive payments into Deferred Shares (as discussed below). The Program does not impose a legal restriction on the transferability of the shares of Stock (other than Deferred Shares acquired under the Program and Premium Share Units
awarded under the 2004 PIP, as discussed below), but imposes the potential penalty of the reduction of future equity awards and/or the conversion of future annual incentive payments into Deferred Shares (as discussed below). Thus, it is up to you to
ensure that shares of Stock subject to the Program are not sold or disposed in violation of the Program’s requirements. The Program does not prohibit a pledge of shares of Stock as security for a loan, but if the shares of Stock are sold or
disposed of as a result of such pledge (for example, due to a default by you on such loan), such sale or disposition will constitute grounds for the reduction of future equity awards and/or the conversion of future annual incentive payments into
Deferred Shares (as discussed below). Short positions and “put equivalent” derivative securities positions will be deemed a disposition for purposes of the Program. 
 If you are an officer of the Company subject to the reporting and short-swing profits liability provisions of Section 16 of the Securities Exchange Act of 1934, as amended, any purchases you make in the open
market in order to meet your Ownership Requirement will be non-exempt transactions, which could potentially be matched with any sale within less than six months before the purchase or six months after the purchase to yield short-swing profits
liability. 
 All purchases and sales of Stock in the market are subject to all applicable federal and state laws prohibiting transactions while in
possession of certain material non-public information, and to all Company policies prohibiting trading on the basis of material non-public information. Under the Company’s policies, you are required to pre-clear any transaction involving the
acquisition or sale of shares of Stock with the Company’s General Counsel or Corporate Secretary. All shares of Stock acquired or sold must be reported to the Office of the Secretary on Exhibit B, which is attached hereto. 
 Shares Deemed Owned Under the Program. Shares of Stock that count toward meeting your Ownership Requirement are shares in which you have an exclusive pecuniary
interest, and shares in which you and members of your immediate family have an exclusive pecuniary interest if such members have consented to such shares being deemed owned by you for purposes of the Program and being subject to the terms hereof.
This would include shares of Stock owned directly by you, either in record name or in a brokerage account, shares owned by you as a participant in a tax-qualified defined contribution plan sponsored by the Company or any of its subsidiaries or
affiliates (e.g. one of the Company’s 401(k) Retirement Savings Plans), shares acquired under the Company’s 2004 Performance Incentive Plan, as amended from time to time (the “2004 PIP”), shares acquired under the share purchase
features of the Program, including units representing Deferred Shares (as discussed below) and Premium Share Units awarded under the 2004 PIP (as discussed below), and shares or share units under any other plan or program of the Company or any of
its subsidiaries or affiliates if and to the extent so designated by the administrator of the Program. In addition, shares or share units of Stock held under any Company plan under which the vesting conditions are not dependent upon the achievement
of a performance 

  

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goal will count toward meeting your Ownership Requirement; provided, however, that in the event you have irrevocably elected stock withholding in connection
with an award of such shares or share units, the number of such shares or share units that count toward meeting your Ownership Requirement will be reduced to the net number of such shares or share units remaining after applying the applicable rate
of withholding (rounded down to the nearest whole share). 
 On the other hand, shares or share units of Stock held under any Company plan that may or may
not vest depending on the achievement of a performance goal will not be deemed to be owned by you until such time as such shares or share units have become vested, and shares which may be acquired upon exercise of an option (whether or not then
exercisable) will not be deemed owned by you until such option is duly exercised. In this regard, the surrender or withholding of shares of Stock to pay the exercise price or tax withholding with respect to an option or vesting of shares or share
units of Stock will not be deemed a sale or disposition of shares of Stock for purposes of the Program. Shares in which any other person (other than an immediate family member if such member has consented as aforesaid) has a pecuniary interest will
not be deemed to be owned by you for purposes of the Program, and will not be subject to restrictions on sale or disposition. 
 Lapse of Ownership
Requirement; Change in Control. Your Ownership Requirement will lapse upon your termination of employment for any reason. In addition, each Participant’s Ownership Requirement will lapse upon a Change in Control, as defined below.

 For purposes of the Program, a “Change in Control” will be deemed to have occurred if (i) any “person” or “group” (as
such terms are used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than employee or retiree benefit plans or trusts sponsored or established by the Company or any of its subsidiaries or affiliates,
including, without limitation, Navistar, Inc., and each such successor thereto, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of
the Company representing 25% or more of the combined voting power of the Company’s then outstanding securities; (ii) the following individuals cease for any reason to constitute more than three-fourths of the number of directors then
serving on the Board: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited
to, a consent solicitation relating to election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved by the vote of at least two-thirds (2/3) of the
directors then still in office or whose appointment, election or nomination was previously so approved or recommended; (iii) any dissolution or liquidation of the Company or Navistar, Inc. or sale or disposition of all or substantially all
(more than 50%) of the assets of the Company or of Navistar, Inc. occurs; or (iv) as the result of, or in connection with, any cash tender offer, exchange offer, merger or other business combination, sale of assets, proxy or consent
solicitation, contested election or substantial stock accumulation (a “Control Transaction”), the members of the Board immediately prior to the first public announcement relating to such Control Transaction shall immediately thereafter, or
within two years thereafter, cease to constitute a majority of the Board. Notwithstanding the foregoing, the sale or disposition of any or all of the assets or stock of Navistar Financial Corporation shall not be deemed a Change in Control.

 Ownership Reporting and Certification. Participants will be required to periodically file reports as to their ownership of shares of Stock under
the Program, including acquisitions, sales or dispositions of Stock. 
 ACQUISITIONS OF SHARES UNDER THE PROGRAM 
 Overview. The Program includes a number of features to enable Participants to acquire shares of Stock, as well as features to encourage or require Participants to
make a substantial and prompt commitment to meeting their Ownership Requirement. 
 Grandfathered Company Loans To Meet Ownership Requirements. In
accordance with Section 402 of the Sarbanes-Oxley Act of 2002, effective July 30, 2002, the Company no longer extends or arranges for credit to 

  

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Participants to assist them in meeting their Ownership Requirement. Any loans extended to Participants to assist them in meeting their Ownership Requirement
prior to July 30, 2002 will be grandfathered and remain in effect in accordance with the terms and conditions as contained in their promissory note. 
 Acquisitions From the Company. The Program provides for the purchase of units representing shares of Stock (“Deferred Shares”) from the Company. In addition, the Program provides for awards under the 2004 PIP of restricted
stock units (“Premium Share Units”) as an incentive to Participants to promptly acquire shares of Stock to meet their Ownership Requirement. A Participant may acquire shares of Stock from the Company as follows: 
  

	(a)	Base Salary Reduction. Up to four-fifths of your Ownership Requirement may be satisfied through base salary reduction, under which you can elect to purchase Deferred Shares
by having a portion of your future base salary reduced, on a pre-tax basis, over any period up to five years. You may elect any percentage between 10% and 50% of your future monthly base salary to be reduced and used to acquire Deferred Shares. If
you wish to make a base salary reduction election, you must complete and submit Exhibit C, which is attached hereto, to the Office of the Secretary (1) within the first 30 days after you become subject to the Program (or first become
eligible to participate in any other plan with which the Program is aggregated under applicable federal tax rules), or (2) if that 30-day period has expired, before the close of your taxable year (generally, December 31) preceding the
taxable year in which you will earn the base salary that will be reduced. Except as permitted under applicable federal tax rules, including, without limitation, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended,
and applicable regulations and other applicable guidance issued thereunder (the “Code”), your base salary reduction election is irrevocable after the applicable election deadline described above. If you make a base salary reduction
election, you will acquire Deferred Shares on each date on which the corresponding base salary reduction amount would otherwise have been payable to you in an amount determined by dividing (i) the amount of such base salary reduction to be
applied to purchase Deferred Shares by (ii) the average of the high and low prices of a share of Stock as set forth in the New York Stock Exchange Composite Transactions listing published in the Wall Street Journal or equivalent financial
publication (the “Fair Market Value”) on the date your base salary reduction would have been otherwise payable to you (or if that date is not a trading day, on the most recent previous trading date). Your base salary deduction will be
evidenced by a bookkeeping entry, backed only by the Company’s general assets that are subject to the Company’s creditors. Deferred Shares acquired through the application of your base salary reduction election will be immediately fully
vested, provided that such Deferred Shares generally will not be settled by delivery of actual Stock until your termination of employment (as described below). 

  

	(b)	 Annual Incentive Reduction. Your Ownership Requirement may be satisfied through annual incentive reduction, under which you can elect to purchase Deferred
Shares by having a portion of any future annual incentive payments, if any, (from all plans sponsored by the Company or any of its subsidiaries or affiliates) reduced, on a pre-tax basis. You may elect any percentage between 50% and 100% of any of
your future annual incentives payments, if any, to be reduced on an annual basis and used to acquire Deferred Shares. If you wish to make an annual incentive reduction election, you must complete and submit Exhibit D, which is attached
hereto, to the Office of the Secretary (1) within the first 30 days after you become subject to the Program (or first become eligible to participate in any other plan with which the Program is aggregated under applicable federal tax rules), or
(2) if that 30-day period has expired, on or before the date that is six months before the end of the fiscal year to which your future annual incentive payment (if any) relates, provided that you perform services continuously from the later of
the beginning of the fiscal year to which your future annual incentive payment relates or the date on which the Board establishes the performance criteria for the fiscal year to which your future annual incentive payment relates through the date
your election is made. Except as permitted under applicable federal tax rules, including, without limitation, the requirements of Code Section 409A, your annual incentive reduction election is irrevocable after the applicable election deadline
described above. If you make an annual incentive reduction election, you will acquire Deferred Shares at the date on which your annual incentive payment (if any) would otherwise have been payable to you in an amount determined by dividing
(i) the amount of such annual incentive payment to be applied to the purchase Deferred Shares by (ii) the Fair Market Value of a share of Stock at the date 



  

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the annual incentive payment (if any) would have been otherwise payable to you (or if that date is not a trading day, on the most recent previous trading
day). Your annual incentive reduction will be evidenced by a bookkeeping entry, backed only by the Company’s general assets that are subject to the Company’s creditors. Deferred Shares acquired through the application of your annual
incentive reduction election will be immediately fully vested, provided that such Deferred Shares generally will not be settled by delivery of actual Stock until your termination of employment (as described below). In the event that you fail at any
time to meet your Ownership Requirement within the timeframes prescribed herein, then 100% of all future annual incentive payments to which you may become entitled under any plan sponsored by the Company or any of its subsidiaries or affiliates will
automatically be applied to purchase Deferred Shares until your Ownership Requirement has been met. 


  

	(c)	Premium Share Units. Premium Share Units will be awarded to the Participant under the 2004 PIP as a reward for certain acquisitions of shares of Stock, as follows:


  

	 	 (1)
	 To the extent any shares of Stock comprising your Initial Ownership Requirement consist of shares or share units of
Stock awarded by the Company (but only to the extent such share units are vested, unless the Administrator determines otherwise), or are purchased on or before the 60th day after you become subject to the Program (or, if applicable, become subject to a new Ownership Requirement) in the open market or from the Company (including by exercise of options or Deferred Shares acquired by
base salary reduction, but excluding all Premium Share Units and Deferred Shares acquired by annual incentive payment reduction) using personal funds or funds obtained from a source other than the Company, you will be awarded Premium Share Units
under the 2004 PIP (as of the date you fulfill the tranche requirement) equal to 15% of such shares of Stock. To the extent any shares of Stock comprising your Second Ownership Requirement (less your Initial Ownership Requirement) consist of shares
or share units of Stock awarded by the Company (but only to the extent such share units are vested, unless the Administrator determines otherwise), or are purchased on or before the 18th month after the date you become subject to the Program (or, if applicable, become subject to a new Ownership Requirement) in the open market or from the Company (including by
exercise of options or Deferred Shares acquired by base salary reduction, but excluding all Premium Share Units and Deferred Shares acquired by annual incentive payment reduction), you will be awarded Premium Share Units under the 2004 PIP (as of
the date you fulfill the tranche requirement) equal to 25% of such shares of Stock. To the extent any shares of Stock comprising your Final Ownership Requirement (less your First Ownership Requirement and Second Ownership Requirement) consist of
shares or share units of Stock awarded by the Company (but only to the extent such share units are vested, unless the Administrator determines otherwise), or are purchased on or before the 36th
 month after the date you become subject to the Program (or, if applicable, become subject to a new Ownership Requirement), in the open market or from the Company (including by exercise of options or
Deferred Shares acquired by base salary reduction but excluding all Premium Share Units and Deferred Shares acquired by annual incentive payment reduction), you will be awarded Premium Share Units under the 2004 PIP (as of the date you fulfill the
tranche requirement) equal to 25% of such shares of Stock. 


  

	 	(2)	Deferred Shares acquired by base salary reduction will be counted as shares of Stock owned by the Participant for purposes of determining a Participant’s eligibility to earn
Premium Share Units. 

  

	 	(3)	 If you acquire Deferred Shares as a result of your election to reduce 50% of any future annual incentive payment, you will be awarded Premium Share Units under the
2004 PIP equal to 5% of the number of Deferred Shares so acquired. If you acquire Deferred Shares as a result of your election to reduce 100% of any future annual incentive payment, you will be awarded Premium Share Units under the 2004 PIP equal to
15% of the number of Deferred Shares so acquired. If you acquire Deferred Shares as a result of your election to reduce more than 50% but less than 100% of any future annual incentive payment, you will be awarded Premium Share Units under the 2004
PIP in an amount determined by interpolating on a straight-line basis between 5% and 15% of the number of Deferred Shares so acquired. Notwithstanding the foregoing, no Premium Share Units will be awarded to you as a result of the automatic
reduction of any future annual incentive payment to purchase Deferred Shares 



  

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attributable to your failure to meet your Ownership Requirement within the required timeframes prescribed under the Program. Premium Share Units awarded to
you in connection with an annual incentive will be award as of the date the annual incentive payment would otherwise have been payable to you. 


 Terms of Deferred Shares and Premium Share Units. Premium Share Units will be granted and issued to each Participant under and in accordance with the terms and conditions of the 2004 PIP. Deferred Shares and Premium Share Units will
be credited to a Participant’s account in whole shares (rounded down to the nearest whole number). The holder of a Deferred Share or Premium Share Unit is not a shareholder of the Company and is not entitled to dividends, to vote, or to other
rights of a shareholder. The holder of a Deferred Share or Premium Share Unit will generally be paid a cash dividend equal to the amount of any dividend paid on one share of Stock times the number of Deferred Shares and Premium Share Units credited
to his or her account on a record date for such dividend; provided that, to the extent any dividend paid to shareholders of the Company constitutes an extraordinary dividend, in lieu of making such cash payment to the Participant, such amount shall
be deemed reinvested in additional Deferred Shares or Premium Share Units (as the case may be) at the Fair Market Value of a share of Stock at the dividend payment date. Deferred Shares and Premium Share Units may not be transferred or disposed of
by a Participant. 
 All Premium Share Units are forfeitable until such time as they have vested. Deferred Shares acquired by application of salary reduction
or by application of annual incentive payments are immediately fully vested at all times. To the extent an amount otherwise payable to the Participant in the form of cash dividend equivalent is to be deemed reinvested in additional Premium Share
Units under the 2004 PIP, such Premium Share Units so acquired through dividend reinvestment on nonvested Premium Share Units (“Original Shares”) will vest at such times and in such proportion to the vesting of the Original Shares.
Additional Deferred Shares and Premium Share Units acquired through the deemed dividend reinvestment on Deferred Shares or vested Premium Share Units will be immediately fully vested. Except as described above with respect to the deemed dividend
reinvestment in additional Premium Share Units, Premium Share Units shall vest in three equal installments on each of the first three anniversaries of the date on which such Premium Share Units are awarded, or earlier upon the occurrence of a Change
in Control or termination of employment due to death, total and permanent disability, or qualified retirement in accordance with the terms of the 2004 PIP. In the event a Participant’s termination of employment with the Company or its
subsidiaries or affiliates for any other reason, any nonvested Premium Share Units shall be immediately forfeited. In addition, in the event a Participant sells or otherwise disposes of the underlying shares of Stock which were used in the
measurement for awarding Premium Share Units, then all of the Participant’s related nonvested Premium Share Units shall be immediately forfeited. A Participant shall not be treated as having sold or otherwise disposed of such underlying shares
of Stock used in the measurement for awarding Premium Share Units unless he or she has sold or disposed of shares of Stock in excess of the number of his or her shares of Stock in respect of which no Premium Share Units were awarded. 
 Each Deferred Share and each vested Premium Share Unit will be settled by delivery of one share of Stock. Such settlement shall occur within ten days after a
Participant’s termination of employment (or, in the case of a Participant’s retirement, such later date as may have been elected by a Participant under procedures approved by the Program administrator); provided, however, that settlement
shall be accelerated to the date of a Change in Control (subject to any deferral of settlement as may have been elected by a Participant under procedures approved by the Program administrator). If and to the extent any settlement of a Deferred Share
or vested Premium Share Unit under the Program is subject to and would otherwise violate the requirements under Code Section 409A: (1) a termination for settlement purposes shall not occur unless and until the Participant incurs a
“separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h) (using “at least 80 percent” to determine the controlled group of corporations and businesses) (“Separation From Service”);
(2) a retirement for settlement purposes shall not occur unless and until the Participant incurs a Separation From Service on or after attaining age 55 and completing 10 or more years of credited service, as defined under the Navistar, Inc.
Retirement Plan for Salaried Employees (determined without regard to whether the Participant is eligible to participate thereunder); (3) a Change in Control for settlement purposes shall not occur unless and 

  

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until it constitutes a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5); (4) in the event the
Participant is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) (including any elections made by the Company described therein) any settlement otherwise resulting from a Separation From Service
shall occur on the earlier of (a) first business day six months after the date of the Participant’s Separation From Service or (b) the date of the Participant’s death; (5) such settlement will be deemed to occur under
conditions that cause the settlement to comply with Code Section 409A and the Program shall be construed, administered, and/or amended (if permitted under Code Section 409A) to achieve that objective; and (6) in the event of any
inconsistency between the terms of this Program and Code Section 409A, Code Section 409A shall prevail and govern. 
 Deferred Shares will be
automatically and appropriately adjusted in the event of stock splits, stock dividends and other extraordinary, special, and non-recurring dividends, and other extraordinary corporate events. Premium Share Units will be automatically and
appropriately adjusted in the event of a change in capitalization of the Company in accordance with the terms of the 2004 PIP. 
 Right to Put Shares to
the Company. A Participant under the Program has the right, in the event of a Change in Control by action of the UAW or the Supplemental Trust, to “put” to the Company any shares of Stock acquired by the Participant on and after the
date such Participant becomes subject to the Program (other than Premium Share Units) and owned under the Program immediately prior to the Change in Control, on the following terms and conditions (the “Put Right”). The Put Right represents
a right of the Participant to sell, and an obligation of the Company to buy, each share of Stock (other than a Premium Share Unit) acquired under the Program, exercisable by the Participant during a period of 30 days following such Change in Control
(as defined above). The purchase price (“strike price”) payable by the Company to the Participant for each share to be sold to the Company upon a Participant’s exercise of the Put Right shall equal the amount paid per share by the
Participant; provided, however, that if the Participant exercises the Put Right as to all shares purchased with a loan from the Company under the Program, the purchase price for such shares shall be deemed to be the greater of the aggregate purchase
price of such shares or the unpaid balance (principal plus accrued interest) on the loan, and such purchase price shall be applied to the repayment in full of such unpaid loan balance (with any remaining amount paid to the Participant together with
interest thereon as specified in their promissory note). 
 The Participant may exercise the Put Right as to all or less than all of the shares of Stock
subject to the Put Right, and shall identify such shares in a manner sufficient to identify the original purchase price of the shares as to which the Put Right is exercised. 
 Notwithstanding the Company’s power to terminate or amend the Program, the Company may not terminate or amend the Put Right following a Change in Control in a manner adverse to a Participant without his or her
written consent. 
  

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