EXHIBIT 10.15
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SUPPLEMENTAL PENSION AGREEMENT
BETWEEN
XXXX X. XXXX
AND
TENNECO INC.
In consideration of his services to Tenneco Inc. and Tenneco
Management Company (collectively, the "Company") and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company hereby establishes the supplemental pension plan (the "Plan") described
herein for the benefit of Xxxx X. Xxxx ("Xxxx") and his Beneficiaries, as that
term is defined herein, and the parties hereto agree as follows, effective
September 12, 1995:
1. Xxxx shall be entitled to monthly pension benefits from the
Company in the amount determined under Section 2 hereof commencing on the first
day of the calendar month immediately following the termination of his
employment with the Company.
2. The monthly pension benefits to which Xxxx shall be entitled shall
be equal to the greater of (a) or (b), where
(a) equals the benefits to which Xxxx would be entitled under the
Tenneco Inc. Retirement Plan (the "TRP"), Tenneco Inc. Benefit
Equalization Plan and Tenneco Inc. Supplemental Executive
Retirement Plan, computed using Final Average Earnings, as
defined in Section 3 hereof, and Years of Credited Service, as
defined in Section 4 hereof, and substituting the rules of
Sections 1, 5 and 6 hereof for the generally applicable rules of
such plans; and
(b) equals 2.48% of Xxxx'x Final Average Earnings, as defined in
Section 3 hereof, times his Years of Credited Services, as
defined in Section 4 hereof, but not exceeding 20 Years of
Credited Service.
3. "Final Average Earnings" means the quotient of (i) Xxxx'x
Earnings, as defined below, for the 3 calendar years in which his Earnings were
the highest in the 5 consecutive calendar year period ending prior to his
termination of employment, divided by (ii) 36. "Earnings" means regular base
salary plus Executive Incentive Compensation Plan bonus earned (regardless of
when paid) with respect to that period.
4. "Years of Credit Service" means the total of (i) 14 2/3 plus (ii)
Xxxx'x Actual Tenneco Service, as defined below. "Actual Tenneco Service" means
the period, in whole years and fractions thereof with each month or portion
thereof counting as one-twelfth of one year, from April 1, 1992 through the date
of Xxxx'x termination of employment with the Company.
5. The benefits provided hereunder shall be paid in the joint and
50% survivor form of annuity if Xxxx is married at the time benefits are to
commence-- i.e., to Xxxx for life and, after his death, 50% of the monthly
amount payable during Xxxx'x life continuing to the spouse, if any, to whom he
was legally married at the date of the commencement of payment of benefits
hereunder and to whom he was so married on the date of his death. There shall be
no reduction in the amount of the benefits payable during Xxxx'x life on account
of payment in the joint and 50% survivor form. The benefits provided hereunder
shall be paid in the life only form of annuity if Xxxx is not married at the
time that benefit payments are to commence. Subject to the rules stated in the
immediately following paragraph, Xxxx may elect to receive such benefits in
another form which is the actuarial equivalent of the normal form of benefit
specified above for his marital status at the time in question. At Xxxx'x
election, the Company will purchase and distribute to him an annuity contract
issued by an insurance company acceptable to Xxxx to provide such benefits.
If his termination of employment is effective after he attains age 62
or earlier with the consent of the Company, Xxxx may elect to receive such
benefits in the form of a lump sum distribution. If a lump sum distribution is
elected, it shall be computed under the assumptions then in use with respect to
the Tenneco Inc. Retirement Plan, or its successor; provided, that in no event
shall the interest assumption be greater than the Pension Benefit Guaranty
Corporation immediate annuity interest rate in effect as of January 1 of the
year in which the payment is to be made, and provided further that the mortality
table shall be no less favorable to Xxxx or his Beneficiary than the 1983 group
annuity table, 50% male, 50% female mix.
6. If Xxxx dies before commencing to receive the benefits described
hereunder, his Beneficiary will receive a death benefit in a lump sum
distribution which is the present value of the benefits which he has accrued
hereunder as of the date of his death computed in accordance with the rules set
forth herein, including the interest assumption specified in Section 5 hereof.
Without limiting the generality of the foregoing, it is specifically provided
that the special alterative death benefit called for by the TRP as in effect on
December 31, 1994, shall apply if that produces a higher benefit. Xxxx'x
Beneficiary shall be the person or entity which he has designated on a form
filed with the Company prior to his death. If, at the time of his death, no
valid beneficiary designation is on file, his Beneficiary shall be his spouse,
or, if his spouse does not survive him, his estate.
7. The benefits provided hereunder are in lieu of any benefits to
which Xxxx might otherwise be entitled under the Tenneco Inc. Retirement Plan,
Tenneco Inc. Benefit Equalization Plan or Tenneco Inc. Supplemental Executive
Retirement Plan, but shall not adversely affect his entitlement to benefits
under any other plan, fund or program maintained by the Company, not shall
benefits provided under any other such plan fund or program be offset against or
otherwise reduce the benefits provided for hereunder.
8. This Plan shall be administered by the Company, and the Company
shall bear all costs of administration.
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9. This Plan contains all of the terms agreed upon by the parties
with respect to the subject matter hereof and supersedes all prior agreements,
arrangements and communications between the parties dealing with such subject
matter, whether oral or written, including, without limitation, Section 9 of
that certain agreement among the parties dated March 12, 1992.
10. Benefits provided for hereunder may not be assigned or
hypothecated, and to the extent permitted by law, no such benefits shall be
subject to legal process or attachment for the payment of any claims against any
person entitled to receive the same.
11. If it shall be found that any person to whom a payment is due
hereunder is unable to care for his affairs because of physical or mental
disability, as determined by a licensed physician, the Company shall have the
authority to cause the payments becoming due such person to be made to the
legally appointed guardian of any such person or the spouse, brother, sister, or
other person as it shall determine. Payments made pursuant to such power shall
operate as a complete discharge of the Company.
12. The Plan shall be construed, regulated and administered according
to the laws of the State of Texas.
13. This Plan shall be binding upon any successor (whether direct or
indirect, by purchase, merger, consolidation, or otherwise) to all or
substantially all of the business and/or assets of the Company in the same
manner and to the same extent that the Company would be bound to perform if no
such succession had taken place.
14. This Plan may be amended or terminated only by written agreement
between and among the parties hereto.
XXXX X. XXXX
Xxxx X. Xxxx
TENNECO MANAGEMENT COMPANY
By: XXXXXX X. XXXXXXX
Its: Senior Vice President and chief Financial
Officer
TENNECO INC.
By: XXXX X. XXXXXXX
Its: Vice President and Secretary
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