1
EXHIBIT 10.15
FORM OF
RELEASE AGREEMENT
[TENNECO LETTERHEAD]
Xxxx X. Xxxx
c/o Tenneco Inc.
0000 Xxxx Xxxxxx
Xxxxxxxxx, XX 00000
Re: Release Agreement
Dear Xxxx:
This Release Agreement ("Agreement") entered into as of the date at the end
hereof is by and between Xxxx X. Xxxx ("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 contemporaneously with the
distribution of Tenneco Packaging Inc. stock to the shareholders of
Tenneco Inc. (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 your position as a member of the Pension Investment Committee
from which you will resign in March of 2000. Notwithstanding the
foregoing, you will continue as the non-employee Chairman of the Board
of Directors of each of Tenneco Inc. and Tenneco Packaging Inc. and as
a trustee of the Tenneco Rabbi Trust. You will be entitled to receive
director's fees from both companies.
On your resignation and for five years thereafter, you will be provided
with an office in Greenwich, Connecticut or such other location in the
continental U.S. as you shall choose, together with secretarial and
administrative services and support.
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
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referred to in Paragraph 28 and 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 equal to three times
the total of your annual salary and target bonus, less applicable
tax withholdings and any amounts due the Employer, as soon as
administratively feasible after the Effective Date but no later
than April 1, 2000. 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 December 3,
1999, or revoke or cancel this Agreement during the seven-day
period referred to in Paragraph 28, Employer shall not be
obligated to make 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 note (the "Note"), which Note has a
current outstanding principal balance. 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.
- EXECUTIVE INCENTIVE COMPENSATION PLAN - Should the Company achieve
the performance goals for Executive Incentive Compensation Plan
("EICP") payouts for the calendar year 1999, you will receive an
adjusted target 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.
- SERP - You are eligible for retirement and survivor benefits under
your Special Appendix to the Tenneco Inc. Supplemental Executive
Retirement
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Plan provided, that you will be treated as though you had remained
an employee and been a participant in the Tenneco Retirement Plan
until you had attained age 65. Your special SERP will be revised
to count compensation earned in 1999 if that would increase your
benefit and it will be further revised to compute compensation as
provided in the general SERP document if that would increase your
benefit.
- 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. This will result in the
replacement of one-half of these options with options on the stock
of Tenneco Packaging Inc. Both the Tenneco Packaging Inc. options
and the remaining Tenneco Inc. options shall be adjusted to
reflect the economic status of the options which existed prior to
the spin-off of Tenneco Packaging in accordance with the
procedures applied generally.
- NEW OPTIONS - In addition to the options described above, you will
be granted 50,000 options on the common stock of Tenneco Packaging
Inc. and 50,000 options on the common stock of Tenneco Inc. Such
options shall be granted at the fair market value of the stock of
the company to which they relate and shall have a term of not
less than 10 years.
- 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
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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 Inc. 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 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 AND DENTAL COVERAGE - You and your surviving spouse are
entitled to retiree medical and dental coverage. For information
regarding your Medical Benefits, call the Benefits Center at
0-000-000-0000. You will also be eligible for the Medical Select
Provider Program, as long as that program continues to exist.
- LIFE INSURANCE - You are entitled to retiree life insurance
coverage in accordance with generally applicable rules.
- 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.
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
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DEFINED IN PARAGRAPH 4, YOU SHALL FORFEIT ALL RIGHTS TO ANY RETENTION,
SEVERANCE OR OTHER NON-VESTED BENEFITS SET FORTH IN THIS AGREEMENT.
4. Except as specifically provided herein, 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 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 beginning of
time up to 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.
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.ss.1981, the Age
Discrimination in Employment Act of 1967 as amended (29 U.S.C.ss.621),
Title VII of the Civil Rights Act of 1964 as amended, (42
U.S.C.ss.2000e), the Americans With
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Disabilities Act (42 U.S.C. ss. 12101), the Worker Adjustment
Retraining and Notification Act (29 U.S.C. ss. 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. 31-51cc to 31-51gg 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.
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
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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; except for those such memoranda and other documents
referred to herein, as are necessary and appropriate for your conduct
of your duties as non-executive Chairman of Tenneco Inc. and Tenneco
Packaging Inc.
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 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
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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.
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 any 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 its
actual total damages exceeded $50,000. You hereby acknowledge and agree
that as of the date
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of this Agreement $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 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, 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.
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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.
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
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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 ________________. You shall
have forty-seven days, or until ________________ 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
Administrative Department on January 1, 1999 and, (ii)
terminate your employment on your Termination Date, and (iii)
agree on or before December 3, 1999 to terminate your
employment under the terms of a valid separation agreement,
by executing this Agreement.
b) The decision that you would no longer be the CEO of Tenneco
Inc. was a mutual decision made by and between you and the
Board of Directors. No other employees were considered.
Accordingly, this was not made as part of any group
termination decision.
c) Nevertheless, the Company has decided to provide you with
information that you may consider relevant in assessing the
waiver of age discrimination claims. Certain other employees
are separating from service in connection with Tenneco's
corporate restructuring and as a result, are eligible for
Tenneco's severance 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.
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.
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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,
Xxxxx X. Xxxxx
Director and Chairman of the Compensation and Benefits Committee
Tenneco Inc. Board of Directors
AGREED AND ACCEPTED:
Dated as of:
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Xxxx X. Xxxx
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MODIFICATION OF RELEASE AGREEMENT
The parties hereto have entered into the Release Agreement, dated _______,
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,
_________________ ("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 its
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 six
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.
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:
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[Name of Officer]
TENNECO INC.
By:
--------------------------------
Name:
Title:
TENNECO MANAGEMENT COMPANY
By:
--------------------------------
Name:
Title:
