Amendment No. 1 to Navistar International Corporation 2004 Performance Incentive Plan

Summary

This amendment updates the Navistar International Corporation 2004 Performance Incentive Plan. It clarifies that the committee overseeing the plan can adjust how performance goals are measured, but cannot increase awards that are meant to qualify for certain performance-based exceptions, though they can reduce them. It also states that any performance-based equity award must have a performance period of at least one year.

EX-10.40 6 exhibit10_40.htm EXHIBIT 10-40 Exhibit 10-40

EXHIBIT 10.40

AMENDMENT NO. 1
TO THE
NAVISTAR INTERNATIONAL CORPORATION
2004 PERFORMANCE INCENTIVE PLAN

1.         Section VI(3) is hereby replaced in its entirety by the following:

    (3) The Committee shall have the discretion to adjust the determination of the degree of attainment of the preestablished goals; provided that the Awards that are designated to qualify for Performance-Based Exception may not be adjusted upward (although the Committee shall retain the discretion to adjust such Awards downward). In no event shall the Performance Period for any performance-based equity Award be less than one year.



























E-8