EXHIBIT 10.30
EXECUTIVE SEVERANCE AGREEMENT AMENDMENT
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THIS AGREEMENT between Navistar International Corporation, a Delaware corporation (the "Company"), its
principal operating subsidiary, International Truck and Engine Corporation (formerly named Navistar International
Transportation Corp.), a Delaware corporation ("NITC" or "INTERNATIONAL"), and [EMPLOYEE] (the "Executive"), amends
the Executive Severance Agreement ("ESA") previously entered into by the parties.
WITNESSETH
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WHEREAS, the Company, International, and the Executive desire to make several changes to the ESA in effect
among them;
NOW, THEREFORE, it is agreed that the ESA is hereby amended, effective October 17, 2000, to make the
following changes:
1. Add a new paragraph (d) §4 of the Agreement to read as follows:
(d) Anticipatory terminations. For purposes of this Agreement, the termination of an Executive's
employment shall be deemed to have been terminated following a Change in Control if: (i) the termination occurs
prior to a Change in Control (whether or not a Change in Control ever occurs) and the termination occurs at the
request or direction of a person who has entered into an agreement with the Company the consummation of which would
constitute a Change in Control or, (ii) the termination occurs prior to a Change in Control (whether or not a
Change in Control ever occurs) and the termination is otherwise in connection with or in anticipation of a Change
in Control. For purposes of this Agreement, the Executive's employment shall be deemed to have been terminated
following a Change in Control as a result of an event which constitutes a Constructive Termination, if (i) the
Executive voluntarily terminates his or her employment prior to a Change in Control (whether or not a Change in
Control ever occurs) and the circumstances or event which constitutes a Constructive Termination occurs at the
request or direction of a person who has entered into an agreement with the Company the consummation of which would
constitute a Change in Control or, (ii) the Executive voluntarily terminates his or her employment prior to a
Change in Control (whether or not a Change in Control ever occurs) and such termination or the circumstance or
event which constitutes a Constructive Termination is otherwise in connection with or in anticipation of a Change
in Control.
2. Add a new paragraph (e) §4 of the Agreement to read as follows:
(e) Paragraph 4(b) of the Agreement defines Constructive Termination. Clause (i) of Paragraph 4(b)
provides that a Constructive Termination includes an event that has a material change, adverse to the Executive.
For the purpose of these provisions, a material change, adverse to the Executive is deemed to have occurred if
Navistar International Corporation ceases to be a public company (except as a result of a transaction in which the
Company ceases to be publicly traded and the Executive has, or has the right to acquire, an equity interest,
including stock options, other than as part of a compensation program), and if the Executive is one of the
following persons:
i) An executive officer of Navistar International Corporation;
ii) An executive officer of NITC (currently named International Truck and Engine Corporation) who is on the
Executive Council of Navistar International Corporation;
iii) The Vice President of Public Affairs of NITC (currently named International Truck and Engine Corporation).
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EXHIBIT 10.30 (CONTINUED)
EXECUTIVE SEVERANCE AGREEMENT AMENDMENT
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This Paragraph 4(e) shall not be construed as a limitation on the meaning of Constructive Termination as set forth
in Paragraph 4(b).
3. Paragraph 5(a)(ii) is amended by replacing Clause(C), which relates to payment of tax counseling and
preparation expense reimbursement, to read as follows:
(C) such flexible perquisite allowance actually paid to the Executive at or prior to the time of
termination shall be retained by the Executive, and, if the termination is pursuant to a change in
control, the Executive will be paid an amount equal to one full year flexible perquisite allowance
IN WITNESS WHEREOF, the Executive has hereunto set his or her hand and, pursuant to the authorization from
its Board of Directors, the Company and INTERNATIONAL have each caused these presents to be executed in its name on
its behalf, and its corporate seal to be hereunto affixed and attested by its Secretary, all as of the day and year
first above written.
NAVISTAR INTERNATIONAL CORPORATION
By:_______________________________________
Chairman, President and
Chief Executive Officer
ATTEST:
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Secretary
(SEAL)
INTERNATIONAL TRUCK AND ENGINE CORPORATION
By:____________________________________
Chairman, President and
Chief Executive Officer
ATTEST:
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Secretary
(SEAL)
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Executive
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