AMENDMENT NO. 2
TO
TENNECO AUTOMOTIVE INC. CHANGE IN CONTROL
SEVERANCE BENEFIT PLAN FOR KEY EXECUTIVES
WHEREAS, Tenneco
Inc. (the “Company”) has established the Tenneco
Automotive Inc. Change in Control Severance Benefit Plan for Key
Executives (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 by
Section 8 of the Plan and pursuant to the authority delegated
to the undersigned officer of the Company by resolution of its
Board of Directors, the Plan be and is amended, effective
January 1, 2008, in the following particulars:
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1.
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By
adding the following two paragraphs as new paragraphs K. and L.,
respectively, to Section 1, by redesignating the prior
paragraphs K. and L. as paragraphs M. and N. of Section 1 and
by redesignating the subsequent paragraphs of Section 1
appropriately:
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“K.
‘ Section 409A’ means Section 409A of
the Internal Revenue Code and Treasury regulations promulgated
thereunder (and any successor federal or state statute or
regulations).
L.
‘Separation’ and the terms ‘separation from
service,’ ‘termination,’ ‘termination of
employment,’ ‘discharge from employment’ and
variations thereof, as used in the Plan, are intended to mean a
separation from service or termination of employment that
constitutes a ‘separation from service’ under
Section 409A.”
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2.
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By
deleting paragraph C. of Section 3 in its entirety and
substituting the following:
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“All
deferred compensation (and earnings accrued thereon) credited to
the account of a Key Executive under any deferred compensation
plan, program or arrangement of the Tenneco Companies shall be paid
to such Key Executive pursuant to and in accordance with the terms
of such plan, program or arrangement.”
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3.
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By
deleting paragraph G. of Section 3 in its entirety and
substituting the following:
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“The Company shall provide
each Key Executive with reasonable outplacement services consistent
with past practices of the Company with respect to officers at such
level prior to the Change in Control. The Company shall pay, or
shall reimburse the Key Executive for, the costs and expenses of
such outplacement services prior to the end of the second calendar
year following the calendar year in which the Key Executive’s
employment terminates.”
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4.
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By
deleting paragraph H. of Section 3 in its entirety and
substituting the following:
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“Subject
to Section 15, if a Key Executive receives other cash
severance benefits from Tenneco Companies, the amount of severance
benefit to which the Key Executive is entitled under
Section 3(A) or (B) above shall be considered to be
satisfied to the extent of such other cash severance
payment.”
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5.
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By
adding the following new sentence at the end of the clause
(ii) of Section 4:
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“Notwithstanding anything to the contrary
in this clause (ii), the time or schedule of any payment of any
Performance Units, Stock Equivalent Units or Dividend Equivalents
may not be accelerated except as otherwise permitted under
Section 409A.”
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6.
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By
deleting Section 5 in its entirety and substituting the
following:
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“5.
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Method of Payment
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A.
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The
Company shall pay, or cause to be paid, the cash severance benefits
under the Plan to the Key Executive in a single cash sum within
30 days following the later of the Key Executive’s
separation from service as an employee with the Tenneco Companies
and submission of a claim as required by Section 12 of the
Plan, provided that the payment at such time can be characterized
as a ‘short-term deferral’ for purposes of
Section 409A or as otherwise exempt from the provisions of
Section 409A, or if any portion of the payment cannot be so
characterized, and the Key Executive is a ‘specified
employee’ under Section 409A, such portion of the
payment shall be delayed until the earlier to occur of the Key
Executive’s death or the date that is six months and one day
following the Key Executive’s separation from service. Except
for withholdings required by law to satisfy local, state, federal
and foreign tax withholding requirements, and except as otherwise
provided in Section 3(H) above, no offset nor any other
reduction shall be taken in paying such benefit.
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B.
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Reimbursement of expenses incurred
by the Key Executive pursuant to Section 3(F) shall be made
promptly and in no event later than December 31 of the year
following the year in which such expenses were incurred, and the
amount of expenses eligible for reimbursement, or in-kind benefits
provided, in any year shall not affect the amount of expenses
eligible for reimbursement, or in-kind benefits to be provided, in
any other year, except for any limit on the amount of expenses that
may be reimbursed
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