EXHIBIT 10.49
TENNECO INC. 2002 LONG-TERM INCENTIVE PLAN
STOCK EQUIVALENT UNIT AWARD AGREEMENT
(EMPLOYEES)
[DATE], [YEAR]
Dear Participant:
Pursuant to the provisions of the Tenneco Inc. 2002 Long-Term Incentive Plan (as
it may be amended, the "Plan"), you were granted an Award of [XXXXX] Stock
Equivalent Units, on [DATE], [YEAR] (the "Grant Date"). The Award covers
calendar years 2004, 2005 and 2006 (each, a "Performance Year"). For any
Performance Year, the maximum number of Stock Equivalent Units that you may earn
is [XXXXX], which is one-third of your total Award and is referred to herein as
the "Yearly SEU Maximum."
1. Performance Measures and Award Settlement.
(a) Settlement of the Award is subject to the achievement of specified
performance by the Company against the following "Performance Measures": (i) the
"EVA Performance Target"; and (ii) the Company's "Stock Price Performance"
compared to a "Shareholder Value Chart." The Company's 2006 EVA Performance
Target is $13 million. For the 2006 Performance Year, the Stock Price
Performance will be the average of the closing prices of the Company's Common
Stock on the NYSE for each of the ten NYSE trading days immediately following
the Company's public announcement of its results of operations for the 2006
Performance Year (that year's "Average Period").
(b) If the Company meets its EVA Performance Target for the 2006
Performance Year, on December 31 of that Performance Year you will earn that
percentage of your Yearly SEU Maximum that is determined by reference to the
then-current Shareholder Value Chart. The 2006 Shareholder Value Chart is
attached as Exhibit A to this Award. The Shareholder Value Chart will show the
relationship between the Company's Stock Price Performance for the 2006
Performance Year and the percentage of your Yearly SEU Maximum, if any, that
will be earned for that Performance Year.
(c) Following the end of the 2006 Performance Year, the Company will pay
you cash in an amount equal to the total number of Stock Equivalent Units
represented by this Award which you earned for the Performance Year, if any,
times the cash value of one share of Common Stock of the Company. The cash value
of a share of the Company's Common Stock will be equal to the Stock Price
Performance. The payment will be made no later than the next regularly scheduled
payroll payment date that is at least five business days after the end of the
Average Period; provided, however, that if the Company fails to announce
publicly its results of operations for the 2006 Performance Year before February
15 of 2007, you may elect to receive your payment for the 2006 Performance Year
on February 20 of 2007 based on an Average Period equal to the ten NYSE trading
days ending two business days before that February 20.
(d) The EVA Performance Targets and Shareholder Value Charts are to be
established by the Compensation/Nominating/Governance Committee of the Board of
Directors (the "Committee") from time to time in its discretion. The Committee's
failure to establish any EVA Performance Target or Shareholder Value Chart will
not prejudice your right to receive payment under this Award at the 100% earned
level under the circumstances described in Paragraphs 4 and 6.
(e) The provisions of this Paragraph 1 are subject to the provisions of any
written employment agreement you may have with the Company and the Tenneco Inc.
Change In Control Severance Benefit Plan for Key Executives or any successor
thereto (as the same may be amended from time to time, the "Severance Plan.")
2. Aggregate Maximum and Minimum Payouts, if EVA Performance Target is Met.
Notwithstanding anything to the contrary herein, if the Company achieves its EVA
Performance Target for 2006, the minimum
aggregate payout for all outstanding Stock Equivalent Units that may be earned
for that Performance Year is $7.0 million. This amount shall be allocated among
the holders of such awards pro rata on the basis of the number of Stock
Equivalent Units held. Notwithstanding anything to the contrary herein, if the
Company achieves its EVA Performance Target for 2006, the maximum aggregate
payout for all outstanding Stock Equivalent Units granted by the Company that
may be earned for 2006 is $15 million plus, the Carryover (as defined below).
For purposes of this award "Carryover" shall be defined to be the difference
between $15 million and the total payout under all outstanding Stock Equivalent
Units for 2005 or $7,435,350. Any amount remaining after payout of the Stock
Equivalent Units for the 2006 Performance Year will be void, and no Award holder
will have a claim to any portion of such amount.
3. Committee Discretion to Amend Award Agreement and/or Performance
Measures. The Committee may amend or terminate this Award Agreement and/or amend
any of the Performance Measures for the 2006 Performance Year at any time in its
sole discretion (a) if the Committee determines that the payout yielded or that
would be yielded by this Award for the 2006 Performance Year does not accurately
reflect the Company's performance for that Performance Year (either because the
payout is too great or the payout is too little), (b) to reflect changes in the
number of outstanding Stock Equivalent Units (and similar awards) of the Company
outstanding for that Performance Year (as compared to the number of such
outstanding awards at the time when this Award Agreement was issued or the
Performance Measure was established), (c) to reflect the effects of any
corporate transaction as contemplated by the Plan, and (d) in the case of the
EVA Performance Target, as contemplated by the TAVA Plan. Without limiting the
foregoing, even if the Company does not achieve its EVA Performance Target for a
Performance Year, the Committee may in its sole discretion (i) authorize a
payout to holders of any Stock Equivalent Units granted by the Company for that
Performance Year. Notwithstanding the foregoing, the Committee may not amend or
terminate this Award Agreement or any Performance Measure in a manner that
adversely impacts your payment under this Award (x) at any time after your
employment by Tenneco Automotive Inc. and its Subsidiaries terminates due to
your Retirement, death or Total Disability (each as defined below), (y) if you
have a separate employment agreement with the Company, at any time after your
employment by Tenneco Automotive Inc. and its Subsidiaries terminates (whatever
the reason), or (z) if you participate in the Severance Plan, at any time during
which an amendment or termination of the Severance Plan would not be permitted
by its terms.
4. Retirement, Death and Total Disability. Notwithstanding anything to the
contrary contained herein or in any written employment agreement you may have
with the Company (subject, however, to any applicable provisions of the
Severance Plan and the provisions hereof related thereto), if your employment by
Tenneco Inc. and its Subsidiaries terminates on or before the end of the 2006
Performance Year as a result of your Retirement, death or Total Disability, (A)
you will be deemed to have earned your Yearly SEU Maximum under this Award for
that Performance Year and (B) within 60 days following such termination, you or
your beneficiary will be entitled to receive a cash payment equal to the total
number of Stock Equivalent Units represented by this Award which you have been
deemed to earn pursuant to the immediately preceding sentence times the cash
value of one share of common stock of the Company (which shall be equal to the
average of the closing sales prices of the Company's common stock on the NYSE
for the ten trading days immediately following such termination). For purposes
hereof, the term "Retirement" means termination of your employment after you
have met the eligibility requirements for early or normal retirement as
established in accordance with the retirement plan of the Company or its
Subsidiaries covering you at the time such termination occurs and the term
"Total Disability" means your permanent and total disability as determined under
the rules and guidelines established by the Company in order to qualify for
long-term disability coverage under the Company's long-term disability plan in
effect at the time of such determination.
5. Termination in Other Circumstances. Notwithstanding anything to the
contrary contained herein (subject, however, to any applicable provisions of the
Severance Plan or any written employment agreement you may have with the Company
and the provisions hereof related thereto), if your employment with Tenneco Inc.
and its Subsidiaries terminates other than as a result of your Retirement, death
or Total Disability, you will forfeit the Stock Equivalent Units evidenced by
this Award for each Performance Year that ends on or after your date of
termination, unless the Committee determines otherwise..
6. Fair Market Value Payment in Certain Cases. If you are entitled to
receive payment for the fair market value of this Award pursuant to the Plan or
the Severance Plan, that fair market value will be equal to, at
least, the amount you would have received hereunder (based on the then-current
fair market value of the Company's Common Stock as determined by reference to
the average closing prices therefor on the NYSE for the ten trading days prior
to the date on which you become entitled to payment) as if (1) your service had
continued through the end of the last Performance Year and (2) you had earned
your Yearly SEU Maximum for the 2006 Performance Year.
7. Withholding Taxes. As set forth in the Plan, the Company shall be
entitled to withhold from any payment due hereunder an amount sufficient to
satisfy any federal, state, local or other withholding taxes.
8. Miscellaneous. As a condition of this Award, you are required to execute
the acknowledgment at the bottom of the enclosed copy of this Award notice and
return the acknowledged copy of this Award notice to the Human Resources
Department of Tenneco Inc. not later than [DATE], [YEAR]. By accepting this
Award, you agree and acknowledge that you have received and read the copy of the
Plan and that you accept this Award subject to the terms and conditions of the
Plan. The Stock Equivalent Units are transferable only by will, the laws of
descent and distribution, pursuant to a qualified domestic relations order, or
by designation of beneficiary in the event of death (enclosed). This Award is
subject to all the definitions, terms and conditions of the Plan, a copy of
which is enclosed. To the extent any provision of this Award conflicts with
applicable law, the Committee shall have the discretion to modify or amend this
Award, or adopt additional terms and or conditions, as may be deemed necessary
or advisable in order to comply with the local, state, federal or foreign laws
and regulations of any jurisdiction. For purposes of the Severance Plan, this
Award shall constitute "Stock Equivalent Units" to the extent the Severance Plan
is applicable to you (provided, however, that the operation of the Severance
Plan and Section 6 of the Plan shall not result in any duplication of payment to
you). In the event of any discrepancy between the provisions of the Plan and
this or any other communication regarding the Plan, the provisions of the Plan
control. This Award shall be binding upon and inure to the benefit of the
Company and its successors and assigns, on the one hand, and you and your
permitted transferees, on the other hand. This Award supercedes and replaces any
prior Stock Equivalent Unit Award Agreement provided to you.
TENNECO INC.:
By:
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Name:
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Title:
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EMPLOYEE:
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Signature
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Type or Print Legal name
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Social Security Number of Natural ID
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Address
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City/State/Zip/Country
