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MarketScreener Homepage  >  Equities  >  Nyse  >  Tenneco Inc    TEN

TENNECO INC (TEN)
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TENNECO INC : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

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02/09/2018 | 10:24pm CEST

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On February 7, 2018, Tenneco Inc. (the "Company") adopted a new annual bonus plan known as the Tenneco Inc. Annual Incentive Plan (the "Plan"). The purpose of the Plan is to enable the Company to provide a cash bonus program that fosters a culture of performance and ownership and to reward continuing improvements in stockholder value. The Plan will be administered by the Company's Board of Directors or its Compensation/Nominating/Governance Committee, which shall be responsible for determining who is eligible to participate, the target and actual AIP Bonus (as defined in the Plan, including the performance targets upon which the AIP Bonus will be based), the level of satisfaction of the performance targets and the actual amount of the AIP Bonus that will be paid to Plan participants upon satisfaction of the performance targets. A participant must generally remain employed by the Company or an affiliate through the applicable payment date for an AIP Bonus in order to receive payment of that AIP Bonus under the Plan; provided, however, that a participant may receive a payment in respect of his or her AIP Bonus in the event his or her termination of employment occurs prior to the applicable payment date due to the participant's death, Retirement or Disability. In this paragraph, Retirement and Disability have the meanings given to such terms in the Plan.

The Company also adopted a form of restricted stock unit award agreement (the "RSU Agreement") and performance share unit award agreement (the "PSU Agreement") for long-term incentive awards to employees commencing in 2018, in each case under the Company's 2006 Long-Term Incentive Plan (as amended from time to time).

Each participant receiving an award under an RSU Agreement will receive an award of time-based restricted stock units (the "Company RSUs") and associated dividend cash amounts under the Company's 2006 Long-Term Incentive Plan, subject to forfeiture and the restrictions set forth therein. The Company RSUs and associated dividend cash amounts vest one-third on each of the first, second and third anniversaries of the grant date, subject to the participant's continued employment with the Company or a subsidiary through the applicable vesting date. The Company RSUs and associated dividend cash amounts are subject to accelerated vesting in the event of a Change in Control or a participant's termination of employment due to Total Disability, death or Retirement. In this paragraph, Change in Control, Total Disability, and Retirement have the meanings given to such terms in the RSU Agreement or the Company's 2006 Long-Term Incentive Plan.

Each participant receiving an award under a PSU Agreement will receive an award of performance share units ("Company PSUs") under the Company's 2006 Long-Term Incentive Plan, subject to forfeiture and the restrictions set forth therein. The PSU Agreement provides for a three year performance term, and the participant must generally remain continuously employed with the Company or a subsidiary through the settlement date to receive the Company PSUs. Half of each grant vests based on the Company's Relative TSR Performance (as defined in the PSU Agreement) and the remaining half of each grant vests based on the Company's Cumulative EVA Performance (as defined in the PSU Agreement). The Company PSUs are subject to accelerated vesting in the event of a Change in Control or a participant's termination of employment due to Total Disability, death or Retirement. In this paragraph, Change in Control, Total Disability, and Retirement have the meanings given to such terms in the PSU Agreement or the Company's 2006 Long-Term Incentive Plan.

The foregoing summaries are qualified in their entirety by reference to the full texts of the Plan, the RSU Agreement and the PSU Agreement, which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Form 8-K, and are incorporated herein by reference.

--------------------------------------------------------------------------------

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS



Exhibit
  No.                                     Description

 10.1          Tenneco Inc. Annual Incentive Plan

 10.2          Form of Restricted Stock Unit Award Agreement under the Tenneco Inc.
             2006 Long-Term Incentive Plan (grants after 2017)

 10.3          Form of Performance Share Unit Award Agreement under the Tenneco
             Inc. 2006 Long-Term Incentive Plan (grants after 2017)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

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