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CODE SECTION 409A AMENDMENT
TO
TENNECO INC. SUPPLEMENTAL RETIREMENT PLAN
WHEREAS, Tenneco
Inc. (the “Company”) has established the Tenneco Inc.
Supplemental Retirement Plan (also referred to as the
“SERP,” the “Plan”); and
WHEREAS, amendment
of the Plan for compliance with Section 409A of the Internal
Revenue Code of 1986, as amended, and the Treasury regulations
issued thereunder now is considered desirable;
NOW, THEREFORE, by
virtue and in exercise of the power reserved to the Company and
granted to the Compensation/Nominating/Governance Committee of the
Company’s Board of Directors by Section 11 of the Plan
and pursuant to the authority delegated to the undersigned officer
of the Company, the Plan be and is amended, effective
January 1, 2008, in the following particulars:
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1.
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By
deleting the first paragraph of Section 4 of the Plan in its
entirety and substituting the following:
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“The Plan
Benefit shall be paid in a single lump sum payment within
90 days after the Participant’s separation from service
(but in no event prior to the date on which the Participant attains
age 55 and has completed at least 10 years of service with the
Company or age 65 if the Participant has fewer than 10 years
of service with the Company upon his separation from
service).”
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2.
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By
adding the following new Section 12:
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(a) The
time and form of payment of the Participant’s Plan Benefit as
described in Section 4, if any, shall be made in accordance with
such Section, provided that with respect to termination of
employment for reasons other than death, the payment at such time
can be characterized as a ‘short-term deferral’ for
purposes of Code Se
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