UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
Current Report Pursuant To
SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 21, 2013 (May 15, 2013)
TENNECO INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 1-12387 | 76-0515284 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 500 NORTH FIELD DRIVE, LAKE FOREST, ILLINOIS | 60045 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (847) 482-5000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On May 15, 2013, the stockholders of Tenneco Inc. (the “Company”) approved the Amended and Restated Tenneco Inc. 2006 Long-Term Incentive Plan (the “Plan”). The Company’s board of directors previously adopted the amendment and restatement of the Plan on March 20, 2013 subject to stockholder approval. The key modifications to the Plan were as follows:
| • |
extension of the term of the Plan by ten years to March 20, 2023 and an increase in the number of shares of common stock available for issuance under the Plan by 3,500,000; |
| • |
an increase in the multiplier used for share counting purposes in the case of “full value awards” (such as restricted stock) granted under the Plan to 1.49 for future awards; |
| • |
expansion of the ability to grant performance-based awards, including cash-incentive awards, under the Plan; |
| • |
an update of the limitations applicable on individual grants for purposes of section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and to expand the performance measures on which Code Section 162(m) performance-based compensation may be based; |
| • |
amendment of the Plan provisions limiting repricing of stock options and stock appreciation rights to further restrict the ability to reprice or substitute such awards; |
| • |
modification of share counting and share recycling provisions to reflect changes in the multiplier used for full value awards and simplification of the related provisions in limited respects; |
| • |
expansion of the type of “full value awards” that may be granted under the Plan to include any grant of common stock or a right to receive common stock in the future (including bonus stock, stock units, restricted stock, restricted stock units, deferred stock units, performance stock and performance stock units); and |
| • |
an increase in flexibility for grants of awards to eligible persons outside the United States. |
For a description of the Plan (which reflects the increase in shares reserved under the Plan as well as other amendments to the Plan that were previously adopted by the Company’s board of directors), see the Company’s definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 3, 2013, which is included as Exhibit 10.1 to this report and is incorporated herein by reference. A copy of the Plan (including the amendments) was attached as Appendix A to the Proxy Statement and is included as Exhibit 10.2 to this report and is incorporated herein by reference.
The Company is also filing as Exhibits 10.3 and 10.4 to this Form 8-K a revised form of restricted stock award for employees and stock option agreement for employees, in each case under the Plan.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
|
Exhibit No. |
Description |
|
| 10.1 | Description of the Amended and Restated Tenneco Inc. 2006 Long-Term Incentive Plan (incorporated by reference to Item 3 of the Company’s Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 3, 2013). | |
| 10.2 | Amended and Restated Tenneco Inc. 2006 Long-Term Incentive Plan (incorporated by reference to Appendix A of the Company’s Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 3, 2013). | |
| 10.3 | Form of Restricted Stock Award Agreement for Employees. | |
| 10.4 | Form of Stock Option Award Agreement for Employees. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TENNECO INC. | ||||||
| Date: May 21, 2013 | By: | /s/ James D. Harrington | ||||
| James D. Harrington | ||||||
|
Senior Vice President, General Counsel and Corporate Secretary |
||||||
Exhibit 10.3
TENNECO INC. 2006 LONG-TERM INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
|
__________________________________________________ |
| Participant |
Effective as of (the “Grant Date”), the Participant has been granted a Full Value Award under the Tenneco Inc. 2006 Long-Term Incentive Plan (the “Plan”) in the form of shares of restricted stock with respect to shares of Common Stock (“Restricted Shares”). The Award shall be subject to the following terms and conditions (sometimes referred to as this “Award Agreement”) and the terms and conditions of the Plan as the same may be amended from time to time. Terms used in this Award Agreement are defined elsewhere in this Award Agreement; provided, however, that, capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Plan.
1. Vesting and Forfeiture of Restricted Shares . All Restricted Shares shall be unvested unless and until they become vested and nonforfeitable in accordance with this Paragraph 1. Subject to the terms and conditions of this Award Agreement and the Plan, one-third (1/3) of the Restricted Shares awarded hereunder shall vest on each of the first, second and third anniversary of the Grant Date (each a “Vesting Date”), provided that the Participant is continuously employed by the Company or a Subsidiary through the applicable Vesting Date. Notwithstanding the foregoing:
| (a) | in the event that (i) either (1) the Participant satisfies the requirements for Retirement or Total Disability (each as defined below) or (2) a tax withholding obligation is incurred under local law with respect to any of the Restricted Shares, in either case, prior to the Vesting Date with respect to such Restricted Shares (the date on which the requirements of clause (i)(1) or (i)(2) are satisfied being referred to herein as the “Tax Vesting Date”) and (ii) the Participant elects to satisfy the tax withholding obligation arising on the Tax Vesting Date pursuant to subparagraph 3(c) of this Award Agreement, then, on the Tax Vesting Date, that number of Restricted Shares having a Fair Market Value (determined as of the Tax Vesting Date) equal to the amount of taxes required to be withheld pursuant to the provisions of subparagraph 3(c) with respect to all Restricted Shares for which the Vesting Date has not occurred prior to the Tax Vesting Date shall become vested and the Tax Vesting Date shall be treated as the “Vesting Date” with respect to such shares; and |
| (b) | if the Participant’s Termination Date occurs by reason of Total Disability, Retirement or death, any unvested Restricted Shares that are outstanding on the Termination Date shall vest immediately on the Termination Date and the Termination Date shall be the “Vesting Date” for purposes of this Award Agreement. |
All Restricted Shares which are not vested upon the Participant’s Termination Date shall immediately expire and shall be forfeited and the Participant shall have no further rights with
respect to such Restricted Shares. For purposes of this Award Agreement, the term “Total Disability means the Participant’s 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 and the term “Retirement” means the Participant’s Termination Date which occurs after the Participant has (I) attained age 65 or (II) attained age 55 and completed 10 years of service with the Company and its Subsidiaries (and is not a result of termination by the Company or any of its Subsidiaries for cause). Any Restricted Shares for which the Tax Vesting Date is the Vesting Date (as determined in accordance with this Paragraph 1) shall be treated as attributable to successive tranches of Restricted Shares for which a Vesting Date has not occurred as of the Tax Vesting Date (and shall reduce the number of Restricted Shares in applicable tranches that will otherwise vest on future applicable Vesting Dates), beginning with the tranche of Restricted Shares with the first Vesting Date that occurs after the Tax Vesting Date. Upon the Vesting Date with respect to any Restricted Shares, shares of Common Stock in an amount equal to the number of Restricted Shares which become vested on that Vesting Date will be delivered to the Participant (or his or her beneficiary), subject to withholding for taxes.
2. Restrictions Prior to Vesting . Prior to the Vesting Date with respect to the Restricted Shares and until all conditions imposed on the Restricted Shares are satisfied, such Restricted Shares are restricted in that (a) they will be held by the Company and may not be sold, transferred, pledged or otherwise encumbered, tendered or exchanged, or disposed of, by the Participant unless otherwise provided by the Plan and (b) they are subject to forfeiture by the Participant under certain circumstances as described herein and in the Plan. However, as long as the applicable Restricted Shares are outstanding and have not been forfeited (i) the Participant will be entitled to receive, subject to withholding for taxes, dividends payable on the Restricted Shares, which the Committee or the Company may require to be reinvested in additional shares of Common Stock subject to the same restrictions as the Restricted Shares on which such dividends are paid and (ii) the Participant may vote the Restricted Shares. The Participant agrees that the Restricted Shares (including any shares of Common Stock described in clause (ii)) shall be held by the Company prior to the Vesting Date with respect thereto.
3. Withholding . All distributions under the Plan, including any distribution in respect of this Award, are subject to withholding of all applicable taxes, and the delivery of any shares or other benefits under the Plan or this Award is conditioned on satisfaction of the applicable tax withholding obligations. Except as otherwise provided by the Committee, such withholding obligations may be satisfied, at the Participant’s election, (a) through cash payment by the Participant, (b) through the surrender of shares of Common Stock which the Participant already owns, or (c) through the surrender of shares of Common Stock to which the Participant is otherwise entitled under the Plan; provided, however, that shares of Common Stock under subparagraph (c) may be used to satisfy not more than the Company’s minimum statutory withholding obligation (based on minimum statutory withholding rates for Federal and state tax purposes, including without limitation payroll taxes, that are applicable to such supplemental taxable income). The Company shall have the right to deduct from this Award shares sufficient to satisfy any tax withholdings required by law. If the Participant makes an election in accordance with Section 83(b) of the Code to be taxed on the Restricted Shares in the year in which the Grant Date occurs, he or she must so notify the Company in writing, file the election with the Internal Revenue Service within thirty (30) days after the Grant Date, and promptly pay the Company the amount it determines is needed to satisfy tax withholding requirements.
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4. Administration . The authority to manage and control the operation and administration of this Award shall be vested in the Committee, and the Committee shall have all powers with respect to the Award and this Award Agreement as it has with respect to the Plan. Any interpretation of the Award or this Award Agreement by the Committee and any decision made by it with respect to the Award or the Award Agreement is final and binding on all persons.
5. Adjustment of Award . The number of Restricted Shares awarded pursuant to this Award Agreement may be adjusted by the Committee in accordance with the terms of the Plan to reflect certain corporate transactions which affect the number, type or value of the Restricted Shares. The Participant agrees that the term Restricted Shares shall include any shares or other securities which the Participant may receive or be entitled to receive as a result of the ownership of the original Restricted Shares, whether they are issued as a result of a share split, share dividend, recapitalization, or other subdivision or consolidation of shares effected without receipt of consideration by the Company or the result of the merger or consolidation of the Company, or sale of assets of the Company.
6. Notices . Any notice required or permitted under this Award Agreement shall be deemed given when delivered personally, or when deposited in a United States Post Office, postage prepaid, addressed, as appropriate, to the Committee or the Company at the Company’s principal offices, to the Participant at the Participant’s address as last known by the Company or, in any case, such other address as one party may designate in writing to the other.
7. Governing Law . The validity, construction and effect of this Award Agreement shall be determined in accordance with the laws of the State of Illinois and applicable federal law.
8. Amendments . The Board may, at any time, amend or terminate the Plan, and the Committee may amend this Award Agreement, provided that, except as provided in the Plan, no amendment or termination may, in the absence of written consent to the change by the affected Participant (or, if the Participant is not then living, the affected beneficiary), adversely affect the rights of any Participant or beneficiary under this Award Agreement prior to the date such amendment or termination is adopted by the Board or the Committee, as the case may be.
9. Award Not Contract of Employment . The Award does not constitute a contract of employment or continued service, and the grant of the Award will not give the Participant the right to be retained in the employ or service of the Company or any Subsidiary, nor any right or claim to any benefit under the Plan or this Award Agreement, unless such right or claim has specifically accrued under the terms of the Plan and this Award Agreement.
10. Severability . If a provision of this Award Agreement is held invalid by a court of competent jurisdiction, the remaining provisions will nonetheless be enforceable according to their terms. Further, if any provision is held to be overbroad as written, that provision shall be amended to narrow its application to the extent necessary to make the provision enforceable according to applicable law and enforced as amended.
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11. Plan Governs . The Award evidenced by this Award Agreement is granted pursuant to the Plan, and the Restricted Shares and this Award Agreement are in all respects governed by the Plan and subject to all of the terms and provisions thereof, whether such terms and provisions are incorporated in this Award Agreement by reference or are expressly cited.
12. Counterparts . This Award Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.
| ACCEPTED: | TENNECO INC. | |
| _________________________________________ | ____________________________________________ | |
| Type or Print Legal Name |
Senior Vice President Global Human Resources and Administration |
|
| _________________________________________ | ||
| (Date) | ||
| _________________________________________ | ||
| Signature | ||
| ________ _________________________________ | ||
| Social Security Number or National ID | ||
| _________________________________________ | ||
| Street Address | ||
| _________________________________________ | ||
| City/State/Zip/Country | ||
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Exhibit 10.4
TENNECO INC. 2006 LONG-TERM INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
(Employees — 7 Year Term)
|
_____________________________________ |
| Participant |
Effective as of (the “Grant Date”), the Participant has been granted an Option under the Tenneco Inc. 2006 Long-Term Incentive Plan (the “Plan”) with respect to shares of Common Stock (the “Option Shares”) at an Exercise Price of $ . The Option is intended to be a non-qualified stock option (“NQO”). The Award shall be subject to the following terms and conditions (sometimes referred to as this “Award Agreement”) and the terms and conditions of the Plan as the same may be amended from time to time. Terms used in this Award Agreement are defined elsewhere in this Award Agreement; provided, however, that, capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Plan.
1. Term of Option . Except in the event of the earlier lapse or termination of the Option in accordance with this Award Agreement or the Plan, as to all Option Shares for which the Option has not theretofore been exercised, the Option shall be in effect during the period commencing on the Grant Date and until 3:00 p.m., Lake Forest, Illinois, time on the day that immediately precedes the seventh anniversary of the date of the Grant Date; provided however, that the Participant’s right to exercise the Option and purchase the Option Shares shall be subject to the conditions set forth in this Award Agreement.
2. Vesting and Conditions on Exercise . The Option shall vest, and the Option Shares shall become available for purchase as to all or any portion of the Option Shares for which the Option has not theretofore been exercised, after the anniversary dates indicated below provided that the Participant’s Termination Date has not occurred as of the applicable anniversary:
|
Anniversary Of Grant Date |
Fraction of Total Option
Shares
Available for Purchase |
|
|
1 st |
1 / 3 | |
|
2 nd |
2 / 3 | |
|
3 rd |
All |
Except as otherwise provided by the Committee or this Award Agreement, any portion of the Option that is not vested and exercisable as of the Participant’s Termination Date shall be immediately forfeited and the Participant shall have no further rights with respect thereto. Notwithstanding the foregoing, the Option shall vest and shall become exercisable and all Option Shares for which the Option has not theretofore been exercised shall become available for purchase if the Participant’s Termination Date occurs on account of (a) Retirement, (b) Total Disability, or (c) death. For purposes hereof, the term “Retirement” means termination of the Participant’s employment after the Participant has (i) attained age 65 or (ii) attained age 55 and completed 10 years of service with the Company and its Subsidiaries (and is not a result of
termination by the Company or any of its Subsidiaries for cause) and the term “Total Disability” means the Participant’s 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.
3. Expiration . Unless otherwise determined by the Committee in its sole discretion, the Option shall expire and shall no longer be exercisable after the earlier to occur of 3:00 p.m. Lake Forest, Illinois Time on the day that immediately precedes the seventh anniversary of the Grant Date or the Expiration Date (determined in accordance with the Plan).
4. Manner of Exercise . The Participant (or, in the event of his death, his estate or personal representative) may exercise any portion of the Option that is exercisable by taking all of the following actions:
| (a) | Providing written notice of exercise to the Committee or its designee, in such form as the Committee may require, designating, among other things, the date of exercise and the number of Option Shares to be purchased; |
| (b) | Paying to the Company the aggregate Exercise Price for the Option Shares to be purchased with respect to such exercise by one of the following methods: (i) delivery of cash, a personal check or bank draft; (ii) delivery of shares of Common Stock having a Fair Market Value on the date of exercise equal to such aggregate Exercise Price; provided however, that the shares that are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Exercise Price or must have been purchased on the open market; (iii) a combination of the methods described in clauses (i) and (ii) above; (iv) payment pursuant to any arrangement that the Company maintains to enable the Participant to elect to pay the Exercise Price upon the exercise of the Option by irrevocably authorizing a third party to sell shares of Common Stock (or a sufficient portion of the shares of Common Stock) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise (“broker assisted cashless exercise”); or (v) such other form of payment as the Committee shall authorize on or before the exercise date; and |
| (c) | Providing any other documentation that the Committee may require. |
The exercise of the Option shall be deemed to have occurred on the latest of (1) the date of exercise designated in the written notice referred to in subparagraph (a) below, (2) if the date so designated is not a business day, the first business day following such date, or (3) the earliest business day by which the Participant has provided all of the foregoing information; provided, however, that if the Participant elects to pay the Exercise Price pursuant to a broker assisted cashless exercise, payment of the Exercise Price may be made as soon as practicable following exercise. As promptly as practicable after receipt of all items described in this Paragraph 4 and exercise of the Option, the Company shall issue (in book entry or such other form as determined by the Company) shares of Common Stock purchased by the Participant (and not sold or withheld as contemplated by Paragraph 6) upon exercise of all or any applicable portion of the Option.
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5. Withholding . All distributions under the Plan, including any distribution in respect of this Award, are subject to withholding of all applicable taxes, and the delivery of any shares or other benefits under the Plan or this Award is conditioned on satisfaction of the applicable tax withholding obligations. Except as otherwise provided by the Committee, such withholding obligations may be satisfied, at the Participant’s election, (a) through cash payment by the Participant, (b) through the surrender of shares of Common Stock which the Participant already owns, or (c) through the surrender of shares of Common Stock to which the Participant is otherwise entitled under the Plan; provided, however, that shares of Common Stock under subparagraph (c) may be used to satisfy not more than the Company’s minimum statutory withholding obligation (based on minimum statutory withholding rates for Federal and state tax purposes, including without limitation payroll taxes, that are applicable to such supplemental taxable income). A Participant who exercises pursuant to a “cashless exercise” or similar transaction will be deemed to have elected to have subparagraph (a) apply and any other Participant will be deemed to have elected to have subparagraph (c) apply, unless the Participant otherwise notifies the Committee in advance. The Company shall have the right to deduct from this Award shares sufficient to satisfy any tax withholdings required by law.
6. Nontransferability . During the Participant’s lifetime, the Option shall not be transferable (voluntarily or involuntarily) and shall be exercisable only by the Participant or, during his disability, by his legal representative. The Option shall pass, upon death, to the beneficiary designated by the Participant on a form provided by, and filed prior to death with, the Committee. If no designation is made or if the designated beneficiary does not survive the Participant’s death, the Option shall pass by will or the laws of descent and distribution. Following the Participant’s death, the Option, if exercisable in accordance with this Award Agreement, may be exercised by the person to whom such option or right passes according to the foregoing or by such person’s estate, heirs or devisees.
Notwithstanding anything herein to the contrary, during the Participant’s lifetime, the Participant may transfer the Options to a Family Member provided that the transfer is not for value. For purposes of this Award Agreement, “Family Member” shall mean (a) any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, of the Participant, (b) any person sharing the Participant’s household (other than a tenant or employee), (c) a trust in which any of the persons described in clause (a) and/or clause (b) have more than fifty percent of the beneficial interest, (d) a foundation in which the Participant or any of the persons described in clause (a) and/or clause (b) control the management of assets, and (e) any other entity in which the Participant or any of the persons described in clause (a) and/or clause (b) own more than fifty percent of the voting interests.
7. Administration . The authority to manage and control the operation and administration of this Award shall be vested in the Committee, and the Committee shall have all powers with respect to the Award and this Award Agreement as it has with respect to the Plan. Any interpretation of the Award or this Award Agreement by the Committee and any decision made by it with respect to the Award or this Award Agreement is final and binding on all persons.
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8. Adjustment of Award . The Option granted hereby, the number and kind of shares subject to the Option and the Exercise Price per share shall be subject to adjustments by the Committee in accordance with the terms of the Plan.
9. Notices . Any notice required or permitted under this Award Agreement shall be deemed given when delivered personally, or when deposited in a United States Post Office, postage prepaid, addressed, as appropriate, to the Committee or the Company at the Company’s principal offices, to the Participant at the Participant’s address as last known by the Company or, in any case, such other address as one party may designate in writing to the other.
10. Governing Law . The validity, construction and effect of this Award Agreement shall be determined in accordance with the laws of the State of Illinois and applicable federal law.
11. Amendments . The Board may, at any time, amend or terminate the Plan, and the Committee may amend this Award Agreement, provided that, except as provided in the Plan, no amendment or termination may, in the absence of written consent to the change by the affected Participant (or, if the Participant is not then living, the affected beneficiary), adversely affect the rights of any Participant or beneficiary under this Award Agreement prior to the date such amendment or termination is adopted by the Board or the Committee, as the case may be.
12. Award Not Contract of Employment . The Award does not constitute a contract of employment or continued service, and the grant of the Award will not give the Participant the right to be retained in the employ or service of the Company or any Subsidiary, nor any right or claim to any benefit under the Plan or this Award Agreement, unless such right or claim has specifically accrued under the terms of the Plan and this Award Agreement.
13. Severability . If a provision of this Award Agreement is held invalid by a court of competent jurisdiction, the remaining provisions will nonetheless be enforceable according to their terms. Further, if any provision is held to be overbroad as written, that provision shall be amended to narrow its application to the extent necessary to make the provision enforceable according to applicable law and enforced as amended.
14. Plan Governs . The Award evidenced by this Award Agreement is granted pursuant to the Plan, and the Option and this Award Agreement are in all respects governed by the Plan and subject to all of the terms and provisions thereof, whether such terms and provisions are incorporated in this Award Agreement by reference or are expressly cited.
15. Counterparts . This Award Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.
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| ACCEPTED: | TENNECO INC. | |
| _________________________________________ | ____________________________________________ | |
| Type or Print Legal Name |
Senior Vice President Global Human Resources and Administration |
|
| _________________________________________ | ||
| (Date) | ||
| _________________________________________ | ||
| Signature | ||
| ________ _________________________________ | ||
| Social Security Number or National ID | ||
| _________________________________________ | ||
| Street Address | ||
| _________________________________________ | ||
| City/State/Zip/Country | ||
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