Exhibit 10.21
NAVISTAR 1998 SUPPLEMENTAL STOCK PLAN
SECTION I
PURPOSE OF THE PLAN
The purpose of this Navistar 1998 Supplemental Stock Plan ("Plan") is to
provide an additional plan for the issuance of stock options and restricted
stock for shares of the common stock of Navistar International Corporation to
employees of Navistar International Corporation and its subsidiaries
("Corporation") to attract and retain highly qualified personnel, to provide key
employees who hold positions of major responsibility the opportunity to earn
incentive awards commensurate with the quality of individual performance, the
achievement of performance goals and ultimately the increase in shareowner
value. This Plan is separate from and intended to supplement the Navistar 1994
Performance Incentive Plan ("1994 Plan"). The Plan replaces the Navistar
International Corporation 1998 Interim Stock Plan for grants or awards of stock
made on and after the date of adoption of this Plan.
SECTION II
DEFINITIONS
The terms used in this Plan are defined as specified in the 1994 Plan
unless the context indicates to the contrary.
SECTION III
ELIGIBILITY
Management will, from time to time, select and recommend to the Committee
on Compensation and Governance of the Board of Directors of Navistar
International Corporation ("Committee")(formerly named the Committee on
Organization) Employees who are to become Participants in the Plan. Employees
will be selected from those who, in the opinion of management, have substantial
responsibility in a managerial or professional capacity. Employees selected for
participation in the Plan may also be participants in the 1994 Plan, and
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participation in this Plan will not be considered participation in a plan that
would affect their participation in the 1994 Plan.
SECTION IV
STOCK OPTIONS
The Committee may grant Nonqualified Stock Options to Participants in the
amount and at the time that the Committee approves. No Incentive Stock Options
shall be granted under this Plan. Options shall be granted under the same terms
and conditions as options granted under the 1994 Plan, as amended from time to
time, but subject to the limitation on the number of shares contained in this
Plan, and subject to the limitation that only treasury shares, and not newly
issued shares, may be used for any grant.
SECTION V
RESTRICTED SHARES
The Committee may award restricted shares for the purposes and under the
same terms and conditions as specified in Sections VI and VIII, and the other
provisions of the 1994 Plan, but subject to the limitations on the number of
shares contained in this Plan, and subject to the limitation that only treasury
shares, and not newly issued shares, may be used for any award to an officer of
the Corporation.
SECTION VI
ADMINISTRATION OF THE PLAN
Full power and authority to construe, interpret and administer the Plan is
vested in the Committee. Decisions of the Committee will be final, conclusive
and binding upon all parties, including the Corporation, shareowners and
employees. The foregoing will include, but will not be limited to, all
determinations by the Committee as to (i) the approval of Employees for
participation in the Plan, (ii) the amount of the Awards, (iii) the performance
levels at which different percentages of the Awards would be earned and all
subsequent adjustments to such levels and (iv) the determination of all Awards.
Any person who accepts any Award hereunder agrees to accept as final, conclusive
and binding all determinations of the Committee. The Committee will have the
right, in the case of employees not employed in the United States, to vary from
the provision of the Plan to the extent the Committee deems appropriate in order
to preserve the incentive features of the Plan.
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SECTION VII
MODIFICATION, AMENDMENT OR TERMINATION
The Committee may modify without the consent of the Participant (i) the
Plan, (ii) the terms of any option previously granted or (iii) the terms of
Restricted Shares previously awarded at any time, provided that, no such
modification will, without the approval of the Board of Directors of the
Corporation, increase the number of shares of Common Stock available hereunder.
The Committee may terminate the Plan at any time.
SECTION VIII
RESERVATION OF SHARES
The total number of shares of stock reserved and available for delivery
pursuant to this Plan is 2 million shares of common stock of Navistar
International Corporation. The number of shares reserved and available shall be
increased by shares of stock subject to an option or award under this Plan or
any other plan that is cancelled, expired, forfeited, settled in cash or
otherwise terminated without a delivery of shares to the participant of the
plan, including shares used to pay the option exercised price of an option
issued under the Plan or any other plan or to pay taxes with respect to such an
option. Only treasury shares, and not newly issued shares, may be reserved and
made available for delivery.
SECTION IX
TERM OF THE PLAN
The Plan shall be effective on the date of adoption by the Board of
Directors and continue through December 16, 2003.
SECTION X
GOVERNING LAW
The Plan will be governed by and interpreted pursuant to the laws of the
State of Delaware, the place of incorporation of the Corporation.
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