Exhibit 10.29 AMENDMENT NO. 1 TO THE NAVISTAR INTERNATIONAL CORPORATION STOCK OWNERSHIP PROGRAM (Effective as of April 17, 2001) WHEREAS, On June 16, 1997 the Board of Directors of Navistar International Corporation (the "Company") approved the terms of the Stock Ownership Program (the "Plan") in which all officers and senior managers in Pay Levels 9-12 (the "Participants") participate; WHEREAS, it is desired to amend the Plan to refinance and extend the term of certain Company loans provided to Participants under the Plan; and WHEREAS, it is desired to amend other provisions of the Plan. NOW THEREFORE, the Plan is hereby amended as follows: 1. At the request of a Participant, the Company will refinance any Company loans provided to the Participant under the Plan that are outstanding on the date hereof. A Participant requesting a refinancing will file a request with the Company and execute an Amended Promissory Note in the form attached hereto as Exhibit E ("Amended Promissory Note"), which will be substituted in its entirety for the existing Promissory Note executed by the Participant in connection with his or her participation in the Plan ("Existing Promissory Note"). Interest will accrue on the Amended Promissory Note at the Applicable Federal Rate in effect on the date the Participant request such refinancing, compounded annually. The refinanced loan will have a term of nine (9) years from the date of the Amended Promissory Note, subject to accelerated maturity in connection with certain terminations of employment, as stated in the Amended Promissory Note, and otherwise in accordance with the terms of the Plan, as amended hereby. 2. The Section of the Plan entitled "Company Loan to Meet Two-Thirds of Ownership Requirements" is ----------------------------------------------------------- hereby restated in its entirety to read as follows: "Company Loan To Meet Two-Thirds of Ownership Requirement. To assist Participants in meeting their ---------------------------------------------------------- Ownership Requirement, the Company will provide financing for a purchase of shares by the Participant on the following terms: o The Company will lend to a Participant at any time an amount sufficient to enable the Participant to purchase two-thirds of his or her Ownership Requirement. o A Participant requesting a loan will file an application and execute a Note in the forms attached hereto as Exhibits C and D, respectively. o The loan will have a term of nine years with payment of principal and accrued interest due at maturity in a balloon payment, subject to accelerated maturity in connection with certain terminations of employment, as stated below. A sale, pledge, or other disposition of the shares acquired with the loan will not result in an acceleration of the maturity of the loan. You may voluntarily repay all or any part of the loan or interest thereon prior to maturity, without penalty. E-6 EXHIBIT 10.29 (CONTINUED) AMENDMENT NO. 1 TO THE NAVISTAR INTERNATIONAL CORPORATION STOCK OWNERSHIP PROGRAM o The following provisions apply to the loan in the event of the Participant's termination of employment by the Company (and any subsidiary of the Company which employs the Participant). The term "Retirement" means voluntary termination of employment with the Company (and/or any subsidiary of the Company which employs the Participant) following which the Participant is eligible promptly to commence receiving benefits from a qualified pension plan maintained by the Company or any of its subsidiaries. - In the event of the Participant's termination by the Company for any reason (other than termination by the Participant due to Retirement or Participant's death or disability), the Participant shall be required to (i) immediately post collateral of a type acceptable to the Company having a fair market value (or, if the Company is then subject to Regulation G promulgated by the Federal Reserve Board, a "loan value" as defined in Regulation G) equal to the lesser of (x) the aggregate amount of the accrued interest and principal then outstanding on the loan and (y) the aggregate fair market value, at the date of such termination, of the shares purchased with the original loan, and (ii) within 45 days of termination repay in full the aggregate amount of the accrued interest and principal then outstanding on the loan. - In the event of termination by the Participant due to Retirement, the Participant shall be required to (i) immediately post collateral of a type acceptable to the Company having a fair market value (or, if the Company is then subject to Regulation G promulgated by the Federal Reserve Board, a "loan value" as defined in Regulation G) equal to the lesser of (x) the aggregate amount of the accrued interest and principal then outstanding on the loan and (y) the aggregate fair market value, at the date of such termination, of the shares purchased with the original loan, and (ii) repay in full the aggregate amount of the accrued interest and principal then outstanding on the loan on the earlier of (x) the third anniversary of the date of the Participant's Retirement or (y) the expiration of the original term of the loan. - In the event of the Participant's termination of employment due to death or disability, and if the amount of the unpaid accrued interest and principal of the loan 60 days after the date of termination exceeds the then aggregate fair market value of the shares purchased with the original loan, the Company will forgive, as of such date, the portion of the accrued interest and principal of the loan in excess of such aggregate fair market value of such shares, and the remaining accrued interest and principal amount of the loan shall be immediately due and payable. o The exercise of the Put Right (as defined below) following a Change in Control will be deemed a voluntary early repayment of the loan, so that the proceeds of an exercise of such Put Right will be first applied to the accrued interest and principal of the Participant's loan. E-7 EXHIBIT 10.29 (CONTINUED) AMENDMENT NO. 1 TO THE NAVISTAR INTERNATIONAL CORPORATION STOCK OWNERSHIP PROGRAM o Interest will accrue on the loan at the Applicable Federal Rate in effect on the loan commencement date, compounded annually. However, interest is payable only at maturity, except as noted above in the event of certain terminations or upon a voluntary repayment of the loan. o The loan will be a "full recourse" loan, meaning that you will be obligated to repay the loan with interest even if the value of the shares purchased with the loan is less than the amount of such repayment; thus, you will be personally at risk with respect to your purchase. o The loan will be "unsecured" except as noted above in the event of certain terminations." 3. The form of Promissory Note attached as Exhibit D to the Plan is hereby deleted in its entirety and replaced with the form of "Promissory Note" attached hereto as Exhibit D. IN WITNESS WHEREOF, the undersigned Plan Administrator certifies that the Company based upon action by its Board of Directors dated April 17, 2001, has caused this Amendment No. 1 to be adopted. /s/Pamela J. Hamilton ------------------ Pamela J. Hamilton Senior Vice President, Human Resources and Administration E-8
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10-Q Filing
Navistar International (NAV) 10-Q2001 Q3 Quarterly report
Filed: 13 Sep 01, 12:00am