Common use of Payments to Beneficiaries Clause in Contracts

Payments to Beneficiaries. (a) Within 60 days after the end of each calendar year beginning with 1998, the Company shall deliver to the Trustee a schedule (the "Payment Schedule") which reflects the benefits payable with respect to each Beneficiary, a formula or other instructions acceptable to the Trustee for determining the benefits so payable, the form in which such benefits are to be paid (as provided for or available under the Arrangements), and the date of commencement for payment of such benefits. Except as otherwise provided herein, the Trustee shall make payments to Beneficiaries in accordance with such Payment Schedule. The Trustee shall make provisions for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Arrangements and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld, and paid by the Company. (b) Notwithstanding the foregoing, after a Change in Control, the Trustee shall promptly make payments from the Trust to each and every Beneficiary who provides the Trustee with a notarized statement specifying the amount payable and affirming that such amount has both become unconditionally payable pursuant to one or more of the Arrangements and has not been, and is not being, paid directly by the Company or its successors; provided that the Trustee shall provide the Company with notice of such payments promptly, but only after, the Trustee makes them. (c) The entitlement of a Beneficiary to benefits under the Arrangements shall be determined by the Company or such party as may be designated under the Arrangements, and any claim for such benefits shall be considered and reviewed under the procedures set forth in the Arrangements. (d) The Company may make payment of benefits directly to Beneficiaries as such benefits become due under the terms of the Arrangements. The Company shall notify the Trustee of its decision to make such payment of benefits prior to the time benefits are payable to Beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Arrangements, the Company shall make the balance of each such payment as due. The Trustee shall notify the Company when existing principal and earnings are insufficient under the Payment Schedule.

Payments to Beneficiaries. (a) Within 60 days after Tenneco Business Services Inc. or such other person or entity as shall be designated by the end of each calendar year beginning with 1998, Trustees in writing in their sole discretion ("TBS") shall prepare for the Company shall deliver to the Trustee Trustees a schedule (the "Payment Schedule") ), which reflects will be revised from time to time as appropriate, that indicates the benefits amounts payable with in respect to of each Beneficiary, that provides a formula or other instructions acceptable to the Trustee Trustees for determining the benefits amounts so payable, the form in which such benefits are amount is to be paid (as provided for or available under the Arrangements)paid, and the date time of commencement for payment of such benefitsamounts. Except as otherwise provided herein, the Trustee Trustees shall cause the Trust to make payments to the Beneficiaries in accordance with such Payment Schedule, as approved or revised by the Trustees. The Trustee TBS shall make provisions provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to payments made hereunder and shall advise the payment of benefits pursuant to the terms Trustees in writing of the Arrangements amounts to be withheld and shall pay amounts withheld paid to the appropriate taxing authorities or determine that such amounts have been reported, withheld, and paid by authorities. The Trustees may rely upon the Companydetermination of the TBS without independent verification. (b) Notwithstanding the foregoing, after a Change in Control, the Trustee shall promptly make payments from the Trust to each and every Beneficiary who provides the Trustee with a notarized statement specifying the amount payable and affirming that such amount has both become unconditionally payable pursuant to one or more of the Arrangements and has not been, and is not being, paid directly by the Company or its successors; provided that the Trustee shall provide the Company with notice of such payments promptly, but only after, the Trustee makes them. (c) The entitlement of a Beneficiary Plan participant or his or her beneficiaries to benefits under the Arrangements Plan(s) shall be determined by the Company TBS or such party as may be designated it shall designate under the Arrangements, and any Plan(s). Any claim for such benefits shall be considered and reviewed under the procedures set forth in the ArrangementsPlan(s). Notwithstanding the foregoing, the Trustees may, without direction, make payments to Beneficiaries in such manner and in such amounts as the Trustees shall determine they are entitled to be paid based on the most recent information furnished to the Trustees upon which the Trustees may reasonably rely in making such determination. Notwithstanding any other provision hereof payments shall be available hereunder only to persons with respect to whom liabilities are allocated to the Packaging Group under the HR Agreement but who are excluded from coverage by the last sentence of Section 2.b. of the Pactiv Corporation Rabbi Trust and to persons who were directors of Tenneco Inc., but do not continue on the board of Tenneco Inc. or Pactiv after the Spin-off. Notwithstanding any other provision hereof, the Vice President - Law of Tenneco Europe Limited and the former general counsel of Tenneco Automotive Inc. shall be covered by this Trust to the extent obligations under their severance packages are allocated to the Packaging Group under the HR Agreement. (dc) The Company may make payment of benefits directly to Beneficiaries as such benefits become due under the terms of the Arrangements. The Company shall notify the Trustee of its decision to make such payment of benefits prior to the time benefits are payable to Beneficiaries. In addition, if If the principal of the Trust, and any earnings thereon, are not sufficient to make payments payment of benefits in accordance with the terms of the ArrangementsPlan(s), the Company Pactiv shall make the balance of each such payment as it falls due. The Trustee Trustees shall notify Pactiv at any time the Company when existing principal and earnings in the Trust are insufficient not sufficient. Neither the existence of the Trust nor its termination shall relieve Pactiv of any obligation, including any obligation allocated to the Packaging Group under the Payment ScheduleHR Agreement, except to the extent that the obligation has been discharged.

Payments to Beneficiaries. (a) Within 60 days after the end of each calendar year beginning with 1998year, the Company shall deliver to the Trustee a schedule (the "Payment Schedule") which reflects the benefits payable with respect to each Beneficiary, a formula or other instructions acceptable to the Trustee for determining the benefits so payable, the form in which such benefits are to be paid (as provided for or available under the ArrangementsPlans), and the date of commencement for payment of such benefits. Except as otherwise provided herein, the Trustee shall make payments to Beneficiaries in accordance with such Payment Schedule. The Trustee shall make provisions for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Arrangements Plans and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld, and paid by the Company. (b) Notwithstanding the foregoing, after . After a Change in Control, the Trustee shall promptly make payments from the Trust to each and every Beneficiary who provides the Trustee with a notarized statement specifying the amount payable and affirming that such amount has both become unconditionally payable pursuant to one or more of the Arrangements Plans and has not been, and is not being, paid directly by the Company or its successorsCompany; provided that the Trustee shall provide the Company with notice of such payments promptly, but only after, after the Trustee makes them. (cb) The entitlement of a Beneficiary to benefits under the Arrangements Plans shall be determined by the Company or such party as may be designated under the ArrangementsPlans, and any claim for such benefits shall be considered and reviewed under the procedures set forth in the ArrangementsPlans. (dc) The Company may make payment of benefits directly to Beneficiaries as such benefits become due under the terms of the ArrangementsPlans. The Company shall notify the Trustee of its decision to make such payment of benefits prior to the time benefits are payable to Beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the ArrangementsPlans, the Company shall make the balance of each such payment as due. The Trustee shall notify the Company when existing principal and earnings are insufficient under the Payment Schedule. (d) Notwithstanding any other provision of this Agreement to the contrary, the Trustee shall distribute all Trust assets to Beneficiaries as soon as immediately practicable after the Company makes any public announcement with respect to its possible inability to continue its business as a going concern. The Trustee shall make such distributions in a manner reasonably intended to provide each Beneficiary with his or her accrued benefits under the Plans.

Payments to Beneficiaries. (a) Within 60 At the time of the establishment of the Trust, or within 30 days after the end of each calendar year beginning with 1998thereafter, the Company shall deliver to the Trustee a schedule (the "“Payment Schedule"”) which reflects the benefits payable with respect to each Beneficiary, a formula or other instructions acceptable to the Trustee for determining the benefits so payable, the form in which such benefits are to be paid (as provided for or available under the Arrangements), and the date of commencement for payment of such benefits. Except as otherwise provided herein, the Trustee shall make payments to the Beneficiaries in accordance with such Payment Schedule, unless the Company shall have notified the Trustee in writing within a reasonable time before any payment date that the Beneficiary is no longer eligible to receive benefits. Such payments shall also include any net income earned as of the date of each payment upon the Company contributions, made pursuant to Sections 1(a) and 1(e) herein, allocable to each Beneficiary. The Trustee Company, as the payroll agent for the Trustee, shall make provisions for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Arrangements and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld, and paid by the Companyauthorities. (b) Notwithstanding the foregoing, after a Change in Control, the Trustee shall promptly make payments from the Trust to each and every Beneficiary who provides the Trustee with a notarized statement specifying the amount payable and affirming that such amount has both become unconditionally payable pursuant to one or more of the Arrangements and has not been, and is not being, paid directly by the Company or its successors; provided that the Trustee shall provide the Company with notice of such payments promptly, but only after, the Trustee makes them. (c) The entitlement of a Beneficiary to benefits under the Arrangements shall be determined by the Company or such party as may be designated under the Arrangements, and any claim for such benefits shall be considered and reviewed under the procedures set forth in the Arrangements. (dc) The Company may act as paying agent for the Trustee and make payment payments of benefits directly to the Beneficiaries as such benefits become due under the terms of the Arrangements. In the event that the Company makes such payments on behalf of the Trust and provides a certificate to the Trustee confirming such payments have been made, the Trustee shall reimburse the Company for the amounts paid solely from assets of the Trust. In the event of a Change in Control, each Beneficiary may direct that payments be made from the Trust, without prior notice to the acquiring company. The Company shall notify the Trustee of its decision to make such payment of benefits prior to the time benefits are payable to the Beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Arrangements, the Company shall make the balance of each such payment as due. The Trustee shall notify the Company when existing principal and earnings are insufficient under the Payment Schedule. In such case, the Company may contribute additional funds to the Trust to provide for such benefits, or if the Company does not do so, the Trustee shall make payments pro rata in proportion to the amounts owed from available funds. (d) The Trustee shall make such distributions in a manner reasonably intended to provide each Beneficiary with all of his or her benefits payable under any other Arrangement in accordance with the Payment Schedule.

Payments to Beneficiaries. (a) Within 60 days Each month, Tenneco Business Services Inc. or another subsidiary of Packaging after the end of each calendar year beginning with 1998, the Company Spin-off ("TBS") shall deliver to the Trustee Trustees and Packaging (and Tenneco in the case of Fund B) a schedule (the "Payment Schedule") which reflects that indicates the benefits amounts payable with in respect to of each Beneficiary, that provides a formula or other instructions acceptable to the Trustee Trustees for determining the benefits amounts so payable, the form in which such benefits are amount is to be paid (as provided for or available under the Arrangements)paid, and the date time of commencement for payment of such benefitsamounts. Except as otherwise provided herein, the Trustee Trustees shall cause the Trust to make payments to the Beneficiaries in accordance with such Payment Schedule, as approved or revised by the Trustees. The Trustee TBS shall make provisions provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to payments made hereunder and shall advise the payment of benefits pursuant to the terms Trustees of the Arrangements amounts to be withheld and shall pay amounts withheld paid to the appropriate taxing authorities or determine that such amounts have been reported, withheld, and paid by the Companyauthorities. (b) Notwithstanding the foregoing, after a Change in Control, the Trustee shall promptly make payments from the Trust to each and every Beneficiary who provides the Trustee with a notarized statement specifying the amount payable and affirming that such amount has both become unconditionally payable pursuant to one or more of the Arrangements and has not been, and is not being, paid directly by the Company or its successors; provided that the Trustee shall provide the Company with notice of such payments promptly, but only after, the Trustee makes them. (c) The entitlement of a Beneficiary Plan participant or his or her beneficiaries to benefits under the Arrangements Plan(s) shall be determined by the Company TBS or such party as may be designated it shall designate under the Arrangements, and any Plan(s). Any claim for such benefits shall be considered and reviewed under the procedures set forth in the ArrangementsPlan(s). Notwithstanding the foregoing, the Trustees may, without direction, make payments to Beneficiaries in such manner and in such amounts as the Trustees shall determine they are entitled to be paid (to the extent funded through Fund A) based on the most recent information furnished to the Trustees upon which the Trustees may reasonably rely in making such determination. Notwithstanding any other provision hereof (i) payments shall be available from Fund A hereunder only to persons with respect to whom liabilities are allocated to the Packaging Group under the HR Agreement but who are excluded from coverage by the last sentence of Section 2.b. of the Tenneco Packaging Inc. Rabbi Trust, and (ii) payments shall be available from Fund B hereunder only to the Professionals. (dc) The Company Packaging may make payment of benefits directly to Beneficiaries Plan participants or their beneficiaries as such benefits they become due under the terms of the ArrangementsPlan(s) and to the Professionals. The Company Packaging or Tenneco may make payments directly to the Professionals. Packaging and/or Tenneco shall notify the Trustee Trustees of its any decision to make such a payment of benefits directly to a Beneficiary prior to the time benefits are payable to Beneficiariesthe amount is due. In addition, if the principal of Fund A of the Trust, and any earnings thereon, are not sufficient to make payments payment of benefits in accordance with the terms of the ArrangementsPlan(s), the Company Packaging shall make the balance of each such payment as it falls due. If the principal of Fund B of the Trust, and any earnings thereon, are not sufficient to pay the Professionals, Packaging and Tenneco shall make the balance of each such payment as it falls due in accordance with the Distribution Agreement. The Trustee Trustees shall notify Packaging and Tenneco at any time the Company when existing principal and earnings in either Fund are insufficient not sufficient. Neither the existence of the Trust nor its termination shall relieve Packaging or Tenneco of any obligation, including any obligation allocated to Packaging Group under the Payment Schedule.HR Agreement, except to the extent that the obligation has been discharged. 2 3

Payments to Beneficiaries. (a) Within 60 days after Each month, Tenneco Business Services Inc. or such other person or entity as shall be designated by the end of each calendar year beginning with 1998, the Company Trustees in their sole discretion ("TBS") shall deliver to the Trustee Trustees and Packaging (and Tenneco in the case of Fund B) a schedule (the "Payment Schedule") which reflects that indicates the benefits amounts payable with in respect to of each Beneficiary, that provides a formula or other instructions acceptable to the Trustee Trustees for determining the benefits amounts so payable, the form in which such benefits are amount is to be paid (as provided for or available under the Arrangements)paid, and the date time of commencement for payment of such benefitsamounts. Except as otherwise provided herein, the Trustee Trustees shall cause the Trust to make payments to the Beneficiaries in accordance with such Payment Schedule, as approved or revised by the Trustees. The Trustee TBS shall make provisions provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to payments made hereunder and shall advise the payment of benefits pursuant to the terms Trustees of the Arrangements amounts to be withheld and shall pay amounts withheld paid to the appropriate taxing authorities or determine that such amounts have been reported, withheld, and paid by the Companyauthorities. (b) Notwithstanding the foregoing, after a Change in Control, the Trustee shall promptly make payments from the Trust to each and every Beneficiary who provides the Trustee with a notarized statement specifying the amount payable and affirming that such amount has both become unconditionally payable pursuant to one or more of the Arrangements and has not been, and is not being, paid directly by the Company or its successors; provided that the Trustee shall provide the Company with notice of such payments promptly, but only after, the Trustee makes them. (c) The entitlement of a Beneficiary Plan participant or his or her beneficiaries to benefits under the Arrangements Plan(s) shall be determined by the Company TBS or such party as may be designated it shall designate under the Arrangements, and any Plan(s). Any claim for such benefits shall be considered and reviewed under the procedures set forth in the ArrangementsPlan(s). Notwithstanding the foregoing, the Trustees may, without direction, make payments to Beneficiaries in such manner and in such amounts as the Trustees shall determine they are entitled to be paid (to the extent funded through Fund A) based on the most recent information furnished to the Trustees upon which the Trustees may reasonably rely in making such determination. Notwithstanding any other provision hereof (i) payments shall be available from Fund A hereunder only to persons with respect to whom liabilities are allocated to the Packaging Group under the HR Agreement but who are excluded from coverage by the last sentence of Section 2.b. of the Tenneco Packaging Inc. Rabbi Trust and to persons who were directors of Tenneco Inc., but do not continue on the board of Tenneco or Packaging after the Spin-off, and (ii) payments shall be available from Fund B hereunder only to the Professionals. (dc) The Company Packaging may make payment of benefits directly to Beneficiaries Plan participants or their beneficiaries as such benefits they become due under the terms of the ArrangementsPlan(s) and to the Professionals. The Company Packaging or Tenneco may make payments directly to the Professionals. Packaging and/or Tenneco shall notify the Trustee Trustees of its any decision to make such a payment of benefits directly to a Beneficiary prior to the time benefits are payable to Beneficiariesthe amount is due. In addition, if the principal of Fund A of the Trust, and any earnings thereon, are not sufficient to make payments payment of benefits in accordance with the terms of the ArrangementsPlan(s), the Company Packaging shall make the balance of each such payment as it falls due. If the principal of Fund B of the Trust, and any earnings thereon, are not sufficient to pay the Professionals, Packaging and Tenneco shall make the balance of each such payment as it falls due in accordance with the Distribution Agreement. The Trustee Trustees shall notify Packaging and Tenneco at any time the Company when existing principal and earnings in either Fund are insufficient not sufficient. Neither the existence of the Trust nor its termination shall relieve Packaging or Tenneco of any obligation, including any obligation allocated to Packaging Group under the Payment Schedule.HR Agreement, except to the extent that the obligation has been discharged. 2 3