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): April 28, 2015 (April 27, 2015)
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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On April 27, 2015, Tenneco Inc. (the “Company”) adopted the Second Amendment to Tenneco Inc. Change in Control Severance Benefit Plan for Key Executives (the “Plan”). The purpose of the amendment is to eliminate change in control parachute excise tax gross-up payments to executives who become eligible for the Plan on or after January 1, 2014 (“Post-2013 Participants”), including Brian J. Kesseler, who joined the Company in 2015 as Chief Operating Officer.
The amendment also provides that, if a Post-2013 Participant becomes entitled to payments or benefits under the Plan in the event of a change in control, his payments and benefits (“Payments”) will be reduced to the extent necessary to avoid imposition of a change in control parachute excise tax if such reduction would allow the Post-2013 Participant to retain a greater amount of Payments than the individual would retain if the Payments were made without the reduction (after taking into account the Post-2013 Participant’s payment of the excise tax).
| Item 9.01 | Financial Statements and Exhibits |
|
Exhibit
|
Description |
|
| 10.1 | Second Amendment to Tenneco Inc. Change in Control Severance Benefit Plan for Key Executives | |
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: April 28, 2015 | By: |
/s/ James D. Harrington |
||||
| James D. Harrington | ||||||
| Senior Vice President, General Counsel and Corporate Secretary | ||||||
Exhibit 10.1
SECOND AMENDMENT TO
TENNECO INC. CHANGE IN CONTROL
SEVERANCE BENEFIT PLAN FOR KEY EXECUTIVE
(As Amended and Restated Effective as of December 12, 2007)
WHEREAS, Tenneco Inc. (the “Company”) maintains the Tenneco Inc. Change in Control Severance Benefit Plan for Key Executives (as amended and restated effective as of December 12, 2007) (the “Plan”);
WHEREAS, pursuant to the terms of the Plan, the Board of Directors of the Company has the authority to amend the Plan, subject to certain restrictions that are not currently applicable; and
WHEREAS, it is now desirable to amend the Plan to modify the provisions relating to tax gross-up payments.
NOW, THEREFORE, the Plan is hereby amended, effective as of April 27, 2015 in the following particulars:
1. By adding the following as the last sentence of Section 5(A) of the Plan:
“The foregoing provisions of this Section 5(A) shall not apply to any Key Executive who first becomes a member of Executive Group I on or after January 1, 2014.”
2. By adding the following as the last sentence of Section 5(B) of the Plan:
“The foregoing provisions of this Section 5(B) shall not apply to any Key Executive who first becomes a member of Executive Group II or III on or after January 1, 2014.”
3. By redesignating Sections 5(C), (D), (E) and (F), respectively, of the Plan as Sections 5(D), (E), (F) and (G) thereof, respectively; by changing all cross references in the Plan to Sections 5(C), (D) (E) and (F), respectively, to cross references to Sections 5(D), (E), (F) and (G) thereof, respectively, to reflect the redesignation of the foregoing Sections; and by adding the following new Section 5(C) to the Plan:
| “C. | If the Key Executive is a member of Executive Group I, II or III immediately prior to the Change in Control and became a member of any of the applicable Executive Groups on or after January 1, 2014 and if any portion of the Payments shall be subject to the Excise Tax, then the Payments shall be reduced by the Company to the extent necessary so that no portion of the Payments to the Key Executive is subject to the Excise Tax if such reduction would result in the Key Executive retaining an amount, determined after application of the Excise Tax on the Payments, that is greater than the amount the Key Executive would retain if the Payments were made without such reduction. In no event shall a Key Executive described in this Section 5(C) be entitled to a Gross-Up Payment.” |
IN WITNESS WHEREOF, the Company has caused the Plan to be amended as set forth herein by its authorized officer.
| TENNECO INC. | ||
| By: |
/s/ Gregg A. Bolt |
|
| Name: |
Gregg A. Bolt |
|
2