0000808450-14-000060 Sample Contracts

NAVISTAR INTERNATIONAL CORPORATION
Rights Agreement • September 3rd, 2014 • Navistar International Corp • Motor vehicles & passenger car bodies • New York

The following instruments of Navistar International Corporation and its principal subsidiary Navistar, Inc., and its indirect subsidiary Navistar Financial Corporation, defining the rights of security holders are incorporated herein by reference.

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REVISED AND AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENT
Side Agreement • September 3rd, 2014 • Navistar International Corp • Motor vehicles & passenger car bodies • Illinois

This Executive Severance Agreement (the “Agreement”), amended and restated as of January 1, 2014 (the “Effective Date”), is between and among Navistar International Corporation, a Delaware corporation (the “Company”), its principal operating subsidiary, Navistar, Inc., a Delaware corporation (“NAVISTAR, INC.”), and [NAME] (the “Executive”) (each a “Party” and collectively, the “Parties”). For purposes of this Agreement, “NIC” shall mean the Company and all of its, direct or indirect, wholly-owned subsidiaries, including, without limitation, NAVISTAR, INC., and “NAVISTAR, INC.” shall mean only Navistar, Inc., unless the context clearly indicates the contrary. This Agreement shall not become effective prior to the execution of a written release agreement in a form acceptable to the Company and substantially in the form attached hereto as Exhibit A hereto and the expiration (without revocation) of the revocation period applicable to such release (the “Initial Release”).

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