1
EXHIBIT 10.15
September 17, 1999
Xxxxxx X. Xxxxxxx
00 Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Re: Release Agreement
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Dear Xxx:
This Release Agreement ("Agreement") entered into as of the date at the end
hereof is by and between Xxxxxx X. Xxxxxxx ("Employee") and the employer,
Tenneco Management Company ("Employer" or "Company"), (collectively, the
"Parties").
The Parties named above agree as follows:
1. Your employment with Employer will terminate on or before December 31,
1999 (the "Termination Date"). Effective as of the Termination Date,
you will resign all positions which you hold with Tenneco Inc. and its
subsidiaries and affiliates, except for your position as a trustee of
the Tenneco Rabbi Trust which you will continue to hold after your
Termination Date.
2. You will be entitled to the following consideration upon the later of
the Termination Date or the end of the seven-day revocation period
defined in Paragraph 28, assuming you execute this Agreement, fail to
revoke it during the seven-day period referred to in Paragraph 28,
remain in compliance with all of the terms and conditions of this
Agreement, and further assuming that your spouse executes a separate
spousal waiver agreement to be tendered to your spouse ("Effective
Date"):
- PAYMENT - You will receive a lump sum payment of $1,266,000.48,
less applicable tax withholdings and any amounts due the
Employer, as soon as administratively feasible after the
Effective Date. This payment shall be in lieu of any other
payments, wages and benefits including without limitation any
severance-type payment, except as expressly provided in this
Agreement. If you fail to execute this Agreement by November 5,
1999, or revoke or cancel this Agreement during the seven-day
period referred to
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in Paragraph 28, Employer shall not be obligated to make this
lump sum payment to you. If you revoke or cancel the Agreement
after Employer has made the lump sum payment, you shall be
obligated to return to Employer all benefits and payments
provided to you under this Agreement, including but not limited
to the lump sum payment.
- RELOCATION LOAN MODIFICATION - The Employer and you and your
spouse are parties to a June 13, 1996 Balloon Note (Fixed Rate)
(the "Note"), which has a current outstanding principal balance
of $400,000.00. The Employer hereby forgives the full principal
balance of the Note, and all accrued interest under the Note.
Accordingly, the Note is hereby canceled. The Employer shall
deliver to you a release of the mortgage, given by you to the
Employer securing the Note.
- BUSINESS EXPENSES - You will receive a payment for reimbursement
for any business expenses incurred by you on behalf of the
Employer that have been submitted for reimbursement in accordance
with the Employer's normal expense account procedures.
- EXECUTIVE INCENTIVE COMPENSATION PLAN - Should the Company
achieve the performance goals for Executive Incentive
Compensation Plan ("EICP") payouts, you will receive an adjusted
EICP Award prorated through the Termination Date. No future
payments will be made under this Plan.
- DEFERRED COMPENSATION - The balance of your Deferred Compensation
Account will be distributed, as soon as administratively feasible
after the Effective Date, in accordance with your election under
the terms of the Plan.
- RETIREMENT PLAN VESTING - Since you are a participant in the
Tenneco Retirement Plan and have completed five years of service
on the Termination Date, you are 100% vested in your accrued
benefit under the Tenneco Retirement Plan. For information
regarding your retirement benefit, call the Benefits Center at
0-000-000-0000.
- EXECUTIVE INCENTIVE COMPENSATION PLAN RETIREMENT BENEFIT - Since
you are a participant in both the Tenneco Retirement Plan and the
Executive Incentive Compensation Plan, you are eligible for
retirement benefits under the Tenneco Inc. Supplemental Executive
Retirement Plan. For information
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regarding these supplemental retirement benefits, call the
Benefits Center at 0-000-000-0000.
- ADDITIONAL SERP - Notwithstanding any other provision hereof,
Employee shall be entitled to the benefits described in the
document entitled "Xxxxxxx Special Appendix to the Tenneco Inc.
Supplemental Executive Retirement Plan", including without
limitation, deemed credit for 25 years of service and
participation.
- TENNECO INC. STOCK OPTION PLAN - You can exercise all currently
exercisable options during the remainder of your employment in
accordance with provisions of the Plan. Remaining options will
become exercisable as of the Effective Date. Since you are
eligible for retirement, your options will remain active for a
period of ten (10) years following the termination of your
employment (or the remaining term of the option, if less.) You
will not be awarded any reload stock options upon the exercise of
any such options. Except as modified herein, your stock options
will continue to be subject to the rules of the 1996 Tenneco Inc.
Stock Ownership Plan as amended from time to time, including
without limitation, the provisions regarding adjustment and
amendment of outstanding options which may result in the
replacement of these options with options on the stock of Tenneco
Packaging Inc.
- TENNECO INC. PERFORMANCE SHARES - Subject to any generally
applicable earlier earn-out, at the Effective Date, all
outstanding performance shares awarded under the Stock Ownership
Plan shall be deemed to have been earned at target and shall be
paid out in Tenneco Inc. common stock.
- TENNECO INC. RESTRICTED STOCK - Subject to any generally
applicable earlier vesting, your restricted shares awarded under
the Stock Ownership Plan will vest on the Effective Date and all
applicable restrictions will lapse. A stock certificate for the
appropriate number of shares will be delivered to you as soon as
administratively feasible.
- THRIFT PLAN - You are a participant in the Tenneco Thrift Plan
and contributions to the Tenneco Thrift Plan cease upon the
termination of your employment. You may then elect to receive a
final settlement of your account balance, usually within four to
six weeks following the receipt of
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your properly completed election forms. You are 100% vested in
the account. You should contact the Benefits Center for
information about your Thrift Plan account, including any
outstanding Thrift Plan loans, and the tax consequences of the
distribution.
- MEDICAL COVERAGE CONTINUATION - If enrolled in the Tenneco
medical plan at the Termination Date, continued coverage under
the Tenneco medical plan as it may be amended from time to time
will be offered to you and your eligible dependents on an
optional basis with your sharing the cost (after-tax basis) for
up to twelve (12) months from the Termination Date. You remain
responsible for any employee contribution required by your
medical coverage choice. In the event you enroll in a group
medical plan of a new employer before the end of your
continuation period, your new coverage will be primary and
Tenneco medical coverage will be secondary as provided in the
medical plan.
Under the regular provisions of the Tenneco medical plan, if at
the time your Tenneco employment terminates, you have attained
age 5 5 and 10 years of service after age 45, you will be
entitled to retiree medical coverage. For information regarding
your Medical Benefits, call the Benefits Center at
0-000-000-0000.
- DENTAL COVERAGE CONTINUATION - If enrolled in the Tenneco dental
plan at the Termination Date, coverage under the Tenneco dental
plan as it may be amended from time to time (or the DMO option
you have elected) will be offered to you and your eligible
dependents on an optional basis with your sharing the cost
(after-tax basis) for up to twelve (12) months from the
Termination Date. You remain responsible for any employee
contribution required by your dental coverage choice. In the
event you enroll in a group dental plan of a new employer before
the end of your continuation period, your new coverage will be
primary and Tenneco dental coverage will be secondary as provided
in the dental plan.
Under the regular provisions of the Tenneco medical plan, if at
the time your Tenneco employment terminates, you have attained
age 55 and 10 years of service after age 45, you will be entitled
to retiree medical coverage. For information regarding your
Medical Benefits, call the Benefits Center at 0-000-000-0000.
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- HEALTH CARE FLEXIBLE SPENDING ACCOUNT - If enrolled in the
Tenneco health care flexible spending account at the Termination
Date, you may, under COBRA, continue your coverage choice as it
may be amended from time to time, completely at your own expense
(after-tax basis), for eighteen (18) months from the Termination
Date.
- LIFE INSURANCE CONTINUATION - Under the Tenneco basic group life
insurance plan as it may be amended from time to time, your basic
life and accidental death and dismemberment (AD&D) coverage will
continue at Company expense for twelve (12) months from the
Termination Date. An individual life insurance conversion policy
may be available following termination of Tenneco life insurance
coverage. You may not continue your supplemental or dependent
coverage past the Termination Date.
Under the regular provisions of the Tenneco basic group life
insurance plan, if at the time your Tenneco employment
terminates, you are eligible for an immediately payable
retirement benefit under the Tenneco Inc. Supplemental Executive
Retirement Plan, you may be entitled to retiree insurance
coverage. For information regarding retiree life insurance, call
the Benefits Center at 0-000-000-0000.
- DISABILITY AND ACCIDENT INSURANCE - Your participation in the
Tenneco Inc. Long Term Disability and Travel Accident Insurance
Plans ceases upon your termination of employment.
- BENEFIT PLANS - Except as set out in this Agreement, the
provisions of the policies or plan documents will control.
- VACATION - If applicable, employer will pay you an amount equal
to earned and unused vacation for 1999, subject to withholding of
taxes.
- COMPUTER/OFFICE EQUIPMENT - Employer will transfer to you, upon
your payment of $500.00, ownership of the office equipment as
identified on Exhibit C, however, no license or other right to
use any computer software is granted to you by virtue of this
transfer. Further, no property identified in Exhibit C that is
leased by the Employer will transfer to you under this Agreement.
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3. You acknowledge that the aggregate of all benefits set forth in
Paragraph 2 of this Agreement is greater than the aggregate to which
you are already entitled. IN ADDITION TO THE OTHER RESTRICTIONS AND
CONDITIONS SET FORTH IN THIS AGREEMENT AND IN NO WAY IN LIMIT OF THOSE
OTHER RESTRICTIONS AND CONDITIONS, YOU SHALL NOT BE ENTITLED TO ANY
RETENTION, SEVERANCE, OR OTHER NON-VESTED BENEFITS SET FORTH IN THIS
AGREEMENT IN THE EVENT YOU RESIGN YOUR EMPLOYMENT PRIOR TO THE
TERMINATION DATE. FURTHERMORE, IN THE EVENT THAT YOU TRANSFER TO
ANOTHER TENNECO COMPANY OR ONE OF ITS AFFILIATES OR SUCCESSORS AS
DEFINED IN PARAGRAPH 4, YOU SHALL FORFEIT ALL RIGHTS TO ANY RETENTION,
SEVERANCE OR OTHER NON-VESTED BENEFITS SET FORTH IN THIS AGREEMENT.
4. You acknowledge that your employment shall terminate with Employer,
its direct or indirect subsidiaries, affiliates, parents, and related
companies or entities, regardless of its or their form of business
organization, including without limitation the plans described in
Paragraph 7 (all collectively the "Employer Entities"), on or before
the Termination Date.
5. In exchange for the compensation and benefits described in Paragraph
2, you release and discharge any and all Employer Entities as defined
in Paragraph 4 and any and all of their past and present subsidiaries,
affiliates, parents, related companies, persons and entities,
directors, employees, officers, agents, partners, insurers, attorneys,
trustees, administrators and fiduciaries (all collectively the
"Released Parties") from any and all claims, demands, and causes- of
action, whether arising in contract, tort or any other theory of
action, whether arising in law or equity, whether known or unknown,
accrued or unaccrued, asserted or unasserted, from the effective date
of this Agreement, except for those obligations created by or arising
out of this Agreement. You expressly waive the benefit of any statute
or rule of law which, if applied to this Agreement, would otherwise
exclude from its binding effect any claim against any Released Party
not now known by you to exist. Except as necessary for you to enforce
this Agreement, this Agreement is intended to be a general release
that extinguishes all claims by you against any Employer Entity.
Without limiting the generality of this Paragraph, if you commence or
continue any claim in violation of this Agreement, the Released Party
shall be entitled to assert this Agreement as a bar to such action or
proceeding.
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6. Without in any way limiting the generality of the foregoing, this
Agreement constitutes a full release and disclaimer of any and all
claims arising or accruing up to the effective date of this Agreement,
including but not limited to any claims arising out of or in any way
connected with or relating to the termination of your employment and
any claims arising out of or in any way connected with or related to
your employment with Employer or any other Employer Entity up to the
effective date of this Agreement. The scope of this waiver includes
but is not limited to claims arising under 29 U.S.C. (s) 1981, the
Age Discrimination in Employment Act of 1967 as amended (29 U.S.C. (s)
621), Title VII of the Civil Rights Act of 1964 as amended, (42
U.S.C.ss.2000e), the Americans With Disabilities Act (42 U.S.C.
ss.1210 1), the Worker Adjustment Retraining and Notification Act (29
X.X.X.xx. 2101), the Family and Medical Leave Act of 1993 (29
U.S.C.ss.2601), the Connecticut Human Rights and Opportunities Act,
the Connecticut Family and Medical Leave laws (Conn. Gen. Stat. 31-5 1
cc to 31-51 gg and Ct. Legis. 96-140, effective January 1, 1997), the
Texas Human Rights Act, (Tex. Rev. Civ. Stat. Art. 5221k), the
Illinois Human Rights Act, the Wisconsin Fair Employment Act, the New
York Human Rights Law, the New York Equal Pay Law, the New York Rights
of Persons with a Disability Law, the New York Equal Rights Law, the
National Labor Relations Act, any claims for breach of contract,
wrongful or retaliatory discharge, tortious action, inaction or
interference of any sort, and any claim under any other state, local
or federal statute, regulation or ordinance, or common law cause of
action.
7. It is expressly agreed that the payments described in Paragraph 2 of
this Agreement are in full and complete satisfaction of any and all
liabilities or obligations which any Employer Entity, including any
plan, fund or program sponsored, maintained or contributed to by any
Employer Entity, has or may have to you under or with respect to any
employee benefit plan described in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), any
payment or other item excluded from the definition of "employee
welfare benefit plan", "employee pension benefit plan" or "employee
benefit plan" under the rules of 29 C.F.R. Section 2510.3-1, 2510.3-2
or 2510.3-3, as the case may be, and any employee benefit plan
described in Section 4 of ERISA. It is further agreed that the
payments described in this Agreement exceed in value anything to which
you may be already entitled.
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8. You represent that you have not assigned or transferred, or purported
to assign or transfer, to any person or entity, any claim or any
portion thereof or interest therein against a Released Party.
9. You represent that as of the Termination Date, you will have turned
over to Employer all originals and copies of expense reports, notes,
memoranda, records, documents, Employer manuals, credit cards, pass
keys, computers, computer diskettes, office equipment, sales records
and data, and all other information or property, no matter how
produced, reproduced or maintained, which you have in your possession
and pertain to the business of any Employer Entity, including but not
limited to lists of customers, prices, marketing plans, strategies,
documents relating to the legal rights and obligations of any Employer
Entity, the work product of any attorney employed or retained by any
Employer Entity, and other confidential materials or information
obtained by you in the course of your employment.
10. You acknowledge that the business and services of all Employer
Entities are highly specialized and that the following information is
not generally known, is highly confidential and constitutes trade
secrets: proprietary technical and business information relating to
any Employer Entity's plans, analysis or strategies concerning
international or domestic acquisitions, possible acquisitions or new
ventures; development plans or introduction plans for products or
services; unannounced products or services; operation costs; pricing
of products or services; research and development; personnel
information; manufacturing processes; installation, service and
distribution procedures and processes; customer lists; any know-how
relating to the design, manufacture, and marketing of any Employer
Entity's services and products, including components and parts
thereof, non-public information acquired by you concerning the
requirements and specifications of any Employer Entity's agents,
vendors, contractors, customers and potential customers; non-public
financial information, business and marketing plans, pricing and price
lists; non-public matters relating to employee benefit plans;
quotations or proposals given to agents or customers or received from
suppliers; documents relating to any Employer Entity's legal rights
and obligations; the work product of any attorney employed by or
retained by any Employer Entity; and any other information which is
sufficiently secret to derive economic value from not being generally
known.
11. You shall maintain in the strictest confidence and will not, directly
or indirectly, use, intentionally or inadvertently, publish or
otherwise disclose to any person or entity whatever, any trade
secrets, or any confidential, proprietary or other non-public
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information of or belonging to any Employer Entity -or any agent,
joint venturer, contractor, customer, vendor or supplier of any
Employer Entity (collectively, the "Confidential Information"),
regardless of its form without the prior written explicit consent of
Employer. You shall take reasonable precautions to protect the
inadvertent disclosure of Confidential Information. Your obligations
under this Agreement with respect to Confidential Information shall
extend for the period that such information is not generally known
outside of the relevant Employer Entity for reasons other than
disclosure or disclosures made by you or on your behalf. All duties
and obligations set forth in this Agreement shall be in addition to
those which exist under statute and at common law and shall not negate
but shall be in addition to or coextensive with those obligations
arising under any agreements or documents executed by you during your
employment with Employer. Should you be served with legal process
seeking to compel disclosure of any such information, you shall notify
the General Counsel of Employer immediately.
12. Paragraphs 10 - 11 hereof shall be deemed to consist of a series of
separate covenants. Should a determination be made by a court of
competent jurisdiction that the character, duration, or geographical
scope of those provisions are unreasonable in light of the
circumstances as they then exist, then it is the intention and the
agreement of the Parties that these shall be construed by the court in
such a manner as to impose only those restrictions on your conduct
which are reasonable in light of the circumstances as they then exist
and as are necessary to assure the relevant Employer Entity of their
intended benefit. If, in any judicial proceeding, a court shall refuse
to enforce all of the separate covenants because, taken together, they
are more extensive than necessary to assure the relevant Employer
Entity of the intended benefit, then it is expressly understood and
agreed that those of such covenants which, if modified or eliminated,
would permit the remaining separate covenants to be enforced in such
proceeding, shall, for the purpose of such proceeding, be deemed
modified or eliminated in order to enforce the remaining provisions.
13. In expansion and not in limitation of Paragraphs 9, 10, and 11,
hereof, it is specifically provided that among the communications,
publications and disclosures forbidden or restricted by such
Paragraphs, are any such communications, publications or disclosures
by means of electronic, computer, print or other media, including
without limitation, any use of the Internet, chat rooms, bulletin
boards web sites, etc.
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You hereby agree that Employer would suffer significant damages, which
would be difficult to completely quantify in the event you or any
Affiliate breached the provisions of Paragraphs 9, 10, or 11 of this
Agreement. You acknowledge that any violation of any such Paragraphs
by you or by an Affiliate shall be treated as a material breach and
that you shall pay to Employer either $50,000 in total liquidated
damages, or, alternatively, the actual damages suffered by Employer as
a result of the breach if Employer is able to adequately establish
that actual total damages exceeded $50,000. You hereby acknowledge and
agree that as of the September 17, 1999, $50,000 represents a
reasonable estimate of the minimum damages that Employer can be
expected to incur as a result of any such breach.
14. Nothing in this Agreement shall be construed as an admission of any
wrongdoing by any person or entity.
15. The Parties agree to cooperate fully and to execute any and all
supplementary documents and to take all additional actions that may be
necessary or appropriate to give full force to the terms and intent of
this Agreement that are not inconsistent with its terms.
16. You shall provide thorough and accurate information and testimony
voluntarily to or on behalf of any Employer Entity, regarding any
investigation or court case initiated by or against any Employer
Entity or by any government agency, but you agree not to disclose or
to discuss with anyone who is not directing or assisting in any
Employer Entity investigation or case, other than your attorney, the
fact of or the subject matter of any investigation, except as required
by law. You will cooperate with the Employer Entity and promptly
provide such information. If the Employer Entity requests information,
it will attempt to work with you to arrange times that reasonably
accommodate you, and will reimburse you for commuting, parking or
other similar expenses and, to the extent permitted by law, will
reasonably compensate you for any significant imposition on your time
by the request.
17. You acknowledge that any employment or contractual relationship
between you and any and all Employer Entities, including but not
limited to the Employer, will terminate by virtue of this Agreement on
or before the Termination Date. In consideration of this Agreement,
you waive any and all employment rights that you now have with any
Employer Entity, except as otherwise expressly provided in this
Agreement. You agree not to seek reinstatement, reemployment, or
future employment as a new employee, and no Employer Entity has an
obligation,
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contractual or otherwise, to employ or reemploy, hire or rehire, or
recall or reinstate you in the future.
18. You agree to keep confidential the terms, conditions, and amounts set
forth in this Agreement and not to disclose any information relating
to this Agreement to any employee or former employee of any Employer
Entity except as required by law, or a court of competent
jurisdiction.
19. It is further agreed that if any provision of this Agreement
contravenes the law of any state or jurisdiction where this Agreement
is to be performed or enforced, such provision shall be deemed not to
be a part of this Agreement, and the other provisions of this
Agreement, shall remain in full force and effect.
20. The failure of the Employer to exercise any rights under this
Agreement upon any breach or threatened breach by you shall not
constitute a waiver of any rights arising by reason of other or
similar breaches.
21. You shall have no right of assignment or transfer of any rights herein
or any sums that may accrue to you hereunder, nor shall any creditor
or other claimant have any right to assert any interest in or right to
receive such sums either by voluntary or involuntary act on their
part, by any writ or garnishment or attachment or otherwise.
22. The rights and obligations of the Parties shall be construed and
enforced in accordance with, and governed by, the laws of the State of
Connecticut without regard to that or any other state's rules
regarding conflict of laws. The language of all parts of this
Agreement shall in all cases be construed as a whole, according to its
fair meaning and not strictly for or against any of the Parties.
23. This Agreement shall be binding upon and inure to the benefit of the
respective successors, heirs, assigns, administrators, executors and
legal representatives of the Parties and other entities described in
this Agreement.
24. You warrant that no promise or inducement to enter into this Agreement
has been offered or made except as set forth in this Agreement, that
you are entering into this Agreement without any threat or coercion
and without reliance on any statement or representation made on behalf
of any Employer Entity or by any person employed by or representing
any Employer Entity, except for the written provisions and promises
contained in this Agreement.
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25. This Agreement constitutes the entire agreement and understanding
between the Parties with regard to all matters, including but not
limited to your employment, the cessation of your employment from
Employer, payments owed to you, and the other subject matters
addressed in this Agreement. This Agreement supersedes and replaces
all prior commitments, negotiations and all agreements proposed or
otherwise, whether written or oral, concerning the subject matters
contained in this Agreement. This Agreement is an integrated document
and the consideration stated herein is the sole consideration for this
Agreement.
26. This Agreement is being delivered to you on September 17, 1999. You
shall have fifty days, or until November 5, 1999, to decide whether to
sign the Agreement and be bound by its terms.
27. Employer informs you of the following:
a) In order to be eligible for the benefits. contained in this
Release Agreement, you must: (i) have worked in the Finance
Department on January 1, 1999 and, (ii) terminate your
employment on or before your Termination Date, and (iii)
agree on or before November 5, 1999 to terminate your
employment under the terms of a valid separation agreement,
by executing this Agreement.
b) This severance program covers the following class, unit or
group of individuals: employees in Tenneco Management
Company terminated pursuant to a reduction-in-force.
c) Attached at Exhibit A, this Agreement contains the job
titles and ages of all individuals in the Company eligible
or selected for the program.
d) Attached at Exhibit B, this Agreement contains the job
titles and ages of all individuals in the Company who are
not eligible or selected for the program.
28. In addition, the Parties agree that even after signing the Agreement,
you shall have the right to revoke or cancel it only within seven days
after signing it. This cancellation or revocation can be accomplished
by delivery of a written notification if you wish to revoke the
Agreement to the Vice President of Human Resources. In the event that
this Agreement is canceled or revoked by you, Employer shall have no
obligation to meet any of the commitments described in this Agreement.
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29. You acknowledge that you have been advised and encouraged by Employer
to consult your own attorney prior to signing this Agreement, and that
you execute this Agreement voluntarily.
30. You acknowledge that you have read this Agreement and that you
understand that the Agreement will have the effect of waiving any
action or recovery you might pursue, including breach of contract,
personal injury, discrimination on the basis of race, age, sex,
national origin, citizenship, religion, veteran status, handicap, or
disability and any other claims arising prior to the date of the
Agreement.
Please return the executed original of this letter to Xxxxxxx X. Xxxxx,
Vice President Human Resources, 0000 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxx
00000.
Sincerely,
/s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Vice President Human Resources
Tenneco Inc.
/s/ Xxxx X. Xxxx
-------------------------------------
Xxxx X. Xxxx
Chairman and Chief Executive Officer
AGREED AND ACCEPTED:
/s/ Xxxxxx X. Xxxxxxx Date: November 3, 1999
------------------------------------- ----------------------
Xxxxxx X. Xxxxxxx
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MODIFICATION OF RELEASE AGREEMENT
The parties hereto have entered into the Release Agreement, dated
September 17, 1999 (the "Release Agreement").
This Modification supersedes and amends the Release Agreement as and
to the extent set forth herein.
Notwithstanding any provision of the Release agreement to the
contrary, Xxxxxx X. Xxxxxxx ("Officer") shall not be deemed to have waived any
rights to indemnification, contribution or reimbursement to which Officer is or
would otherwise be entitled by contract, operation of law or otherwise,
including without limitation, under and pursuant to the Delaware General
Corporation Law, the certificate of incorporation of Tenneco Inc., the By-Laws
of Tenneco Inc., any contract, the Tenneco Rabbi Trust or any insurance policy
or other similar arrangement at any time maintained by Tenneco Inc. or any of
its subsidiaries or any right in respect or resulting from any legal,
accounting, financial or other advice provided to Tenneco Inc. or any of its
subsidiaries or Officer by any legal counsel, accountant, financial advisor,
engineer, consultant or other similar person, firm or corporation in the
discharge of such Officer's employment as an officer, director or employee of
Tenneco Inc. or any of it subsidiaries or as a representative of Tenneco Inc. or
any of its subsidiaries. Neither Tenneco Inc. nor any of its subsidiaries will,
for a period of ten years from the date of the spin-off described below, amend
or modify or terminate any such certificate of incorporation, by-law, contract,
insurance policy or other arrangement if the effect thereof could be to
eliminate or diminish the protection afforded the Officer thereby in any
material respect.
Officer shall also retain, without cost to Officer, the benefit of all
the liability insurance coverage maintained by Tenneco Inc., Tenneco Packaging
Inc., Tenneco Automotive Inc. or otherwise, including, without limitation, the
Tenneco Inc. Director and Officer and Fiduciary "run-off" insurance policies to
be purchased in connection with the Tenneco Packaging Inc. spin-off. Tenneco
Inc. and Tenneco Management Company each further agrees jointly and severally to
purchase and keep in force, at their sole expense, such coverage for its full
term and to deliver proof of such coverage to Officer.
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Nothing contained herein or in the Release Agreement shall be deemed
to be a waiver or discharge of any right which the Officer has or may have if
the effect of any such waiver or discharge would be to abrogate or diminish any
right the Officer or Tenneco Inc. or any of its subsidiaries has or may have
under any insurance policy or other similar arrangement.
Dated: November 3, 1999
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/s/ Xxxxxx X. Xxxxxxx
--------------------------------
Xxxxxx X. Xxxxxxx
TENNECO INC.
By: /s/ Xxxx X. Xxxx
-------------------------------------
Xxxx X. Xxxx
Chairman and Chief Executive Officer
TENNECO MANAGEMENT COMPANY
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------------
Xxxxxxx X. Xxxxx
Vice President Human Resources
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