-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J1W6kQY57GZyTqQB/4zBSmm2Ok8QhIXLZUJlq41EgEbWUefDAAjpCCehaEniyKD5 VeOu3a7gYArYX4n0MCEPDA== 0000950137-05-000349.txt : 20050113 0000950137-05-000349.hdr.sgml : 20050113 20050113121533 ACCESSION NUMBER: 0000950137-05-000349 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20050113 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050113 DATE AS OF CHANGE: 20050113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TENNECO AUTOMOTIVE INC CENTRAL INDEX KEY: 0001024725 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 760515284 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12387 FILM NUMBER: 05527498 BUSINESS ADDRESS: STREET 1: 500 NORTH FIELD DRIVE CITY: LAKE FOREST STATE: IL ZIP: 60045 BUSINESS PHONE: 847-482-50 MAIL ADDRESS: STREET 1: 500 N FIELD DR STREET 2: ROOM T 2560B CITY: LAKE FOREST STATE: IL ZIP: 60045 FORMER COMPANY: FORMER CONFORMED NAME: NEW TENNECO INC DATE OF NAME CHANGE: 19961011 8-K 1 c91062e8vk.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): January 13, 2005 TENNECO AUTOMOTIVE INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-12387 76-0515284 (State or other (Commission (I.R.S. Employer of jurisdiction of File Number) Incorporation incorporation or Identification No.) organization) 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 1.01 Entry Into a Material Definitive Agreement Tenneco Automotive Inc. is filing this Current Report on Form 8-K to file the following forms of agreements that the company has adopted for use from time to time in making equity and equity-based awards to its employees pursuant to the company's long-term compensation program: (i) form of Stock Equivalent Unit Award Agreement under the 2002 Long-Term Incentive Plan, as amended, (ii) form of employee Stock Option Award Agreement under the 2002 Long-Term Incentive Plan, as amended, (iii) form of non-employee director Stock Option Award Agreement under the 2002 Long-Term Incentive Plan, as amended, (iv) form of Restricted Stock Award Agreement for employees under the 2002 Long-Term Incentive Plan, as amended, and (v) form of Restricted Stock Award Agreement for non-employee directors under the 2002 Long-Term Incentive Plan, as amended. Copies of these documents are filed as Exhibits 99.1 through 99.5 to this Current Report on Form 8-K, and are incorporated herein by reference. Item 9.01 Financial Statements and Exhibits
Exhibit No. Description - ----------- ----------- 99.1 Form of Stock Equivalent Unit Award Agreement under the 2002 Long-Term Incentive Plan, as amended. 99.2 Form of employee Stock Option Award Agreement under the 2002 Long-Term Incentive Plan, as amended. 99.3 Form of non-employee director Stock Option Award Agreement under the 2002 Long-Term Incentive Plan, as amended. 99.4 Form of Restricted Stock Award Agreement for employees under the 2002 Long-Term Incentive Plan, as amended. 99.5 Form of Restricted Stock Award Agreement for non-employee directors under the 2002 Long-Term Incentive Plan, as amended.
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 AUTOMOTIVE INC. Date: January 13, 2005 By: /s/ Kenneth R. Trammell ---------------------------- Kenneth R. Trammell Senior Vice President and Chief Financial Officer EX-99.1 2 c91062exv99w1.txt FORM OF STOCK EQUIVALENT UNIT AWARD AGREEMENT Exhibit 99.1 TENNECO AUTOMOTIVE INC. 2002 LONG-TERM INCENTIVE PLAN STOCK EQUIVALENT UNIT AWARD AGREEMENT (EMPLOYEES) [_______], [____] Participant: Pursuant to the provisions of the Tenneco Automotive Inc. 2002 Long-Term Incentive Plan (as it may be amended, the "Plan"), you were granted an Award of [______] Stock Equivalent Units, on [_______], [____] (the "Grant Date"). The Award covers calendar years 2004, 2005 and 2006 (each, a "Performance Year"). For any Performance Year, the maximum number of Stock Equivalent Units that you may earn is [______], which is one-third of your total Award and is referred to herein as the "Yearly SEU Maximum." 1. Performance Measures and Award Settlement. (a) Settlement of the Award is subject to the achievement of specified performance by the Company against the following "Performance Measures": (i) the "EVA Performance Target"; and (ii) the Company's "Stock Price Performance" compared to a "Shareholder Value Chart." For any Performance Year, the EVA Performance Target will be the targeted level of economic value added ("EVA") improvement of the Company for that Performance Year, as established in accordance with the Tenneco Automotive Inc. Value Added Incentive Compensation Plan or a successor plan (the "TAVA Plan"). The Company's current 2004 EVA Performance Target is $[______]. For any Performance Year, the Stock Price Performance will be the average of the closing prices of the Company's Common Stock on the NYSE for each of the ten NYSE trading days immediately following the Company's public announcement of its results of operations for that Performance Year (that year's "Average Period"). (b) If the Company meets its EVA Performance Target for a Performance Year, on December 31 of that Performance Year you will earn that percentage of your Yearly SEU Maximum that is determined by reference to the then-current Shareholder Value Chart. The current 2004 Shareholder Value Chart is attached as Exhibit A to this Award. The Shareholder Value Chart will show the relationship between the Company's Stock Price Performance for that Performance Year and the percentage of your Yearly SEU Maximum, if any, that will be earned for that Performance Year. (c) Following the end of each Performance Year, the Company will pay you cash in an amount equal to the total number of Stock Equivalent Units represented by this Award which you earned for the Performance Year, if any, times the cash value of one share of Common Stock of the Company. The cash value of a share of the Company's Common Stock will be equal to the Stock Price Performance. The payment will be made no later than the next regularly scheduled payroll payment date that is at least five business days after the end of the Average Period; provided, however, that if the Company fails to announce publicly its results of operations for any Performance Year before February 15 of the next succeeding year, you may elect to receive your payment for that Performance Year on February 20 of the next succeeding year after that Performance Year (or, if that February 20 is not a business day, the next business day) based on an Average Period equal to the ten NYSE trading days ending two business days before that February 20. (d) The EVA Performance Targets and Shareholder Value Charts are to be established by the Compensation/Nominating/Governance Committee of the Board of Directors (the "Committee") from time to time in its discretion. The Committee's failure to establish any EVA Performance Target or Shareholder Value Chart will not prejudice your right to receive payment under this Award at the 100% earned level under the circumstances described in Paragraphs 4 and 6. (e) The provisions of this Paragraph 1 are subject to the provisions of any written employment agreement you may have with the Company and the Tenneco Automotive Inc. Change In Control Severance Benefit Plan for Key Executives or any successor thereto (as the same may be amended from time to time, the "Severance Plan.") 2. Aggregate Maximum and Minimum Payouts, if EVA Performance Target is Met. Notwithstanding anything to the contrary herein, if the Company achieves its EVA Performance Target for any Performance Year, the minimum aggregate payout for all outstanding Stock Equivalent Units that may be earned for that Performance Year is $5 million. This amount shall be allocated among the holders of such awards pro rata on the basis of the number of Stock Equivalent Units held. Notwithstanding anything to the contrary herein, if the Company achieves its EVA Performance Target for any Performance Year, the maximum aggregate payout for all outstanding Stock Equivalent Units granted by the Company that may be earned for that Performance Year is (a) for 2004, $15 million, and (b) for each of 2005 and 2006, $15 million plus, if applicable, the amount of any Carryover (as defined below) into that year. In each case such maximum aggregate payout will be allocated among the holders of such awards pro rata on the basis of the number of Stock Equivalent Units held. If the Company achieves its EVA Performance Target for 2004 and the total payout under all outstanding Stock Equivalent Units granted by the Company for 2004 is less than $15 million, the difference between the actual payout and $15 million will be rolled forward and available for payout under such awards for performance in 2005 or 2006 (such difference, a "Carryover"). Any Carryover remaining after payout of the Stock Equivalent Units for the 2006 Performance Year will be void, and no Award holder will have a claim to any portion of such Carryover. 3. Committee Discretion to Amend Award Agreement and/or Performance Measures. The Committee may amend or terminate this Award Agreement and/or amend any of the Performance Measures for any Performance Year at any time in its sole discretion (a) if the Committee determines that the payout yielded or that would be yielded by this Award for that Performance Year does not accurately reflect the Company's performance for that Performance Year (either because the payout is too great or the payout is too little), (b) to reflect changes in the number of outstanding Stock Equivalent Units (and similar awards) of the Company outstanding for that Performance Year (as compared to the number of such outstanding awards at the time when this Award Agreement was issued or the Performance Measure was established), (c) to reflect the effects of any corporate transaction as contemplated by the Plan, and (d) in the case of the EVA Performance Target, as contemplated by the TAVA Plan. Without limiting the foregoing, even if the Company does not achieve its EVA Performance Target for a Performance Year, the Committee may in its sole discretion (i) authorize a payout to holders of any Stock Equivalent Units granted by the Company for that Performance Year, and (ii) establish or increase a Carryover for any subsequent Performance Years. Notwithstanding the foregoing, the Committee may not amend or terminate this Award Agreement or any Performance Measure in a manner that adversely impacts your payment under this Award (x) at any time after your employment by Tenneco Automotive Inc. and its Subsidiaries terminates due to your Retirement, death or Total Disability (each as defined below), (y) if you have a separate employment agreement with the Company, at any time after your employment by Tenneco Automotive Inc. and its Subsidiaries terminates (whatever the reason), or (z) if you participate in the Severance Plan, at any time during which an amendment or termination of the Severance Plan would not be permitted by its terms. 4. Retirement, Death and Total Disability. Notwithstanding anything to the contrary contained herein or in any written employment agreement you may have with the Company (subject, however, to any applicable provisions of the Severance Plan and the provisions hereof related thereto), if your employment by Tenneco Automotive Inc. and its Subsidiaries terminates on or before the end of any Performance Year as a result of your Retirement, death or Total Disability, (A) you will be deemed to have earned your Yearly SEU Maximum under this Award for that Performance Year and any subsequent Performance Year and (B) within 60 days following such termination, you or your beneficiary will be entitled to receive a cash payment equal to the total number of Stock Equivalent Units represented by this Award which you have been deemed to earn pursuant to the immediately preceding sentence times the cash value of one share of common stock of the Company (which shall be equal to the average of the closing sales prices of the Company's common stock on the NYSE for the ten trading days immediately following such termination). For purposes hereof, the term "Retirement" means termination of your employment after you have met the eligibility requirements for early or normal retirement as established in accordance with the retirement plan of the Company or its Subsidiaries covering you at the time such termination occurs and the term "Total Disability" means your 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. 5. Termination in Other Circumstances. Notwithstanding anything to the contrary contained herein (subject, however, to any applicable provisions of the Severance Plan or any written employment agreement you may have with the Company and the provisions hereof related thereto), if your employment with Tenneco Automotive Inc. and its Subsidiaries terminates other than as a result of your Retirement, death or Total Disability, you will forfeit the Stock Equivalent Units evidenced by this Award for each Performance Year that ends on or after your date of termination, unless the Committee determines otherwise. 6. Fair Market Value Payment in Certain Cases. If you are entitled to receive payment for the fair market value of this Award pursuant to the Plan or the Severance Plan, that fair market value will be equal to, at least, the amount you would have received hereunder (based on the then-current fair market value of the Company's Common Stock as determined by reference to the average closing prices therefor on the NYSE for the ten trading days prior to the date on which you become entitled to payment) as if (1) your service had continued through the end of the last Performance Year and (2) you had earned your Yearly SEU Maximum for each Performance Year not completed prior to the date on which you became entitled to receive payment for the fair market value of this Award. 7. Withholding Taxes. As set forth in the Plan, the Company shall be entitled to withhold from any payment due hereunder an amount sufficient to satisfy any federal, state, local or other withholding taxes. 8. Miscellaneous. As a condition of this Award, you are required to execute the acknowledgment at the bottom of the enclosed copy of this Award notice and return the acknowledged copy of this Award notice to the Human Resources Department of Tenneco Automotive Inc. not later than October 15, 2004. By accepting this Award, you agree and acknowledge that you have received and read the copy of the Plan and that you accept this Award subject to the terms and conditions of the Plan. The Stock Equivalent Units are transferable only by will, the laws of descent and distribution, pursuant to a qualified domestic relations order, or by designation of beneficiary in the event of death (enclosed). This Award is subject to all the definitions, terms and conditions of the Plan, a copy of which is enclosed. To the extent any provision of this Award conflicts with applicable law, the Committee shall have the discretion to modify or amend this Award, or adopt additional terms and or conditions, as may be deemed necessary or advisable in order to comply with the local, state, federal or foreign laws and regulations of any jurisdiction. For purposes of the Severance Plan, this Award shall constitute "Stock Equivalent Units" to the extent the Severance Plan is applicable to you (provided, however, that the operation of the Severance Plan and Section 6 of the Plan shall not result in any duplication of payment to you). In the event of any discrepancy between the provisions of the Plan and this or any other communication regarding the Plan, the provisions of the Plan control. This Award shall be binding upon and inure to the benefit of the Company and its successors and assigns, on the one hand, and you and your permitted transferees, on the other hand. TENNECO AUTOMOTIVE INC.: By: --------------------------------------------- Name: Richard P. Schneider Title: Sr. Vice President Global Administration EMPLOYEE: - ------------------------------------------------- Signature - ------------------------------------------------- Type or Print Legal name - ------------------------------------------------- Social Security Number or Natural ID - ------------------------------------------------- Address - ------------------------------------------------- City/State/Zip/Country EX-99.2 3 c91062exv99w2.txt FORM OF EMPLOYEE STOCK OPTION AWARD AGREEMENT Exhibit 99.2 TENNECO AUTOMOTIVE INC. 2002 LONG-TERM INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (Employees) THIS AWARD AGREEMENT (the "Agreement") is made and entered into as of the ____ day of _______, ____ by and between Tenneco Automotive Inc., a Delaware corporation (the "Company"), and _________ (the "Participant"). WITNESSETH: WHEREAS, the Board of Directors of the Company has adopted the Tenneco Automotive Inc. 2002 Long-Term Incentive Plan (as the same may be amended from time to time in accordance with its terms, the "Plan") (capitalized terms used and not otherwise defined herein shall have the meanings given thereto in the Plan, a copy of which is attached hereto and incorporated by reference herein); and WHEREAS, pursuant to the authority vested in it under the Plan, the Compensation/ Nominating/Governance Committee of the Board of Directors of the Company (the "Committee") has approved the granting of the Award hereinafter described to the Participant. NOW, THEREFORE, the Company and the Participant hereby agree as follows: 1. Award of Option. The Company hereby grants the Participant an option (the "Option"), which shall be an NQO (a non-qualified stock option), to purchase_______ shares (the "Option Shares") of Common Stock of the Company at the Exercise Price of $[fair market value on grant date] per share, subject to adjustment in accordance with the Plan, on the terms and subject to the conditions set forth herein and in the Plan (the "Award Date" for the Option shall be the date of this Agreement). 2. Term of Option. Except in the event of the earlier lapse or termination of the Option in accordance with this 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 Award Date and until 3:00 p.m., Lake Forest, Illinois, time on the day that immediately precedes the tenth anniversary of the date of the Award 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 Agreement. 3. Conditions of Exercise. (a) The Option shall vest, and the Options Shares shall become available for purchase as to all such Option Shares for which the Option has not theretofore been exercised, after the anniversary dates indicated below:
Anniversary Of Fraction of Total Option Shares Award Date Available for Purchase -------------- ------------------------------- 1st 1/3 2nd 2/3 3rd All
1 (b) Other Limitations and Provisions. (i) Notwithstanding the foregoing, all Option Shares for which the Option has not theretofore been exercised shall become available for purchase if the participant's employment with the Company and its Subsidiaries terminates by (A) Retirement, (B) Total Disability of the Participant, or (C) death of the Participant while employed by the Company or one of its Subsidiaries; provided however, the Committee may allow the Participant to exercise the Option at any time, in the Committee's sole discretion. For purposes hereof, the term "Retirement" means termination of employment after the Participant has met the eligibility requirements for early or normal retirement as established in accordance with the retirement plan of the Company or its Subsidiaries covering such Participant at the time such termination occurs and the term "Total Disability" means 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. (ii) At any time the Option is in effect and Option Shares are available for purchase thereunder, the Option may be exercised in whole or in part. 4. Manner of Exercise. Each Option shall be exercisable in whole or in part, and any such exercise shall be deemed to have occurred on the latest of (i) the date of exercise designated in the written notice referred to in subparagraph (a) below, (ii) if the date so designated is not a business day, the first business day following such date, or (iii) the earliest business day by which the Company has received all of the following: (a) Written notice, in such form as the Company may require, designating, among other things, the date of exercise and the number of Option Shares to be purchased. (b) Payment of the aggregate Exercise Price for the Option Shares to be purchased with respect to such exercise by delivery of: (i) cash, a personal check or bank draft; or (ii) at the option of the Participant, 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; or (iii) a combination of the methods described in clauses (i) and (ii) above; or (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; or (v) such other form of payment as the Committee shall authorize on or before the exercise date. (c) Any other documentation that the Company may reasonably require. 2 5. Delivery by the Company. As promptly as practicable after receipt of all items described in Paragraph 4, the Company shall deliver to the Participant certificates issued in Participant's name for the number of shares of Common Stock purchased by the Participant (and not sold or withheld as contemplated by Paragraph 4) upon exercise of all or any applicable portion of the Option. 6. Lapse of Options. Unless otherwise determined by the Committee in its sole discretion, the Option shall lapse at (and shall not be exercisable after) the time specified below: (a) If the Participant's employment with the Company and its Subsidiaries terminates by (A) Retirement, (B) Total Disability of the Participant, or (C) death of the Participant while employed by the Company or one of its Subsidiaries, the Option shall lapse at 3:00 p.m. Lake Forest, Illinois, time on the third anniversary of the date of such termination of employment (subject to earlier termination pursuant to Paragraph 2 hereof or as otherwise provided in the Plan); and (b) If the Participant's employment with the Company and its Subsidiaries terminates for any reason not specified in Paragraph 6(a), or if the Participant's employing Tenneco Company ceases to be a Tenneco Company, the Option shall lapse immediately upon such termination or cessation unless the Committee determines otherwise. 7. Adjustments. The Option granted hereby, the number and kind of shares subject to the Option and the purchase price per share shall be subject to adjustments by the Committee in accordance with Section 5.2(f) of the Plan. 8. Taxes. All distributions under the Plan, including any distribution in respect of this Option, are subject to withholding of all applicable taxes, and the delivery of any shares or other benefits under the Plan or this Option is conditioned on satisfaction of the applicable tax withholding obligations. Except as otherwise provided by the Committee, such withholding obligations may be satisfied (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 such shares of Common Stock under this paragraph (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). 9. Rights as Stockholder. The Participant shall have no rights as a stockholder with respect to any shares of Common Stock subject to the Option until and unless the Participant becomes the stockholder of record of such shares. Except as provided in Paragraph 7, no adjustment shall be made for dividends or other rights for which the record date is prior to the date on which the Participant becomes such shareholder of record. 10. Employment. Neither the granting of the Option or any term or provision of this Agreement shall constitute or be evidence of any understanding, expressed or implied, on the part of the Company or any of its Subsidiaries to employ the Participant for any period of time. 11. Nontransferability. During the Participant's lifetime, the Options shall not be transferable (voluntarily or involuntarily) and are exercisable only by the Participant or, during his disability, by his legal representative. The Options shall pass, upon death, to the beneficiary designated by the Participant on a form provided by, and filed prior to death with, the Company. 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 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. 3 12. Amendment. This Agreement may be amended, without the consent of the Participant, as follows: (a) The Agreement may be cancelled or amended by the Committee at any time if the Committee determines that cancellation or amendment is necessary or advisable because of any change or clarification after the Award Date of any applicable law or governmental regulation, including any applicable federal or state securities law; and (b) Subject to any required approval by Company stockholders, the Committee may amend or cancel this Agreement at any time for reasons other than those stated in subparagraph (a) above; provided, that no amendment or cancellation may, in the absence of written consent to the change by the Participant (or, if the Participant is not then living, the affected beneficiary), adversely affect the rights of the Participant or any beneficiary under this Award prior to the date such amendment is adopted by the Board (it being understood that adjustments pursuant to Section 5.2(f) of the Plan shall not be subject to the foregoing limitations). 13. Miscellaneous. (a) Headings. The headings in this Agreement are inserted for convenience only and shall have no significance in the interpretation of this Agreement. (b) Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the transactions contemplated hereunder and supersedes any prior arrangements or understandings with respect thereto, written or oral. No agreements or representations, oral or otherwise expressed or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement (including the Plan). (c) Successors. The terms and conditions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representative and successors. (d) Governing Documents and Law. In the event of any inconsistency between the terms of this Agreement and the Plan, the terms of the Plan shall control. The validity, construction and effect of this Agreement, and any actions taken or relating to this Agreement, shall be determined in accordance with the laws of the State of Illinois and applicable federal law. (e) Counterparts. This 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. 4 IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of the date and year first above written. ATTEST: ACCEPTED: TENNECO AUTOMOTIVE INC. /s/ Richard P. Schneider - ------------------------------------- ----------------------------------- Type or Print Legal Name (Date) Sr. Vice President - ------------------------------------- ----------------------------------- Signature Corporate Secretary - ------------------------------------- Social Security Number or National ID - ------------------------------------- Street Address - ------------------------------------- City/State/Zip/Country 5 EX-99.3 4 c91062exv99w3.txt FORM OF NON-EMPLOYEE DIRECTOR STOCK OPTION AWARD AGREEMENT Exhibit 99.3 TENNECO AUTOMOTIVE INC. 2002 LONG-TERM INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (Non-Employee Directors) THIS AWARD AGREEMENT (the "Agreement") is made and entered into as of the ____ day of _______, ____ by and between Tenneco Automotive Inc., a Delaware corporation (the "Company"), and ______ (the "Participant"). WITNESSETH: WHEREAS, the Board of Directors of the Company has adopted the Tenneco Automotive Inc. 2002 Long-Term Incentive Plan (as the same may be amended from time to time in accordance with its terms, the "Plan") (capitalized terms used and not otherwise defined herein shall have the meanings given thereto in the Plan, a copy of which is attached hereto and incorporated by reference herein); and WHEREAS, pursuant to the authority vested in it under the Plan, the Compensation/ Nominating/Governance Committee of the Board of Directors of the Company (the "Committee") has approved the granting of the Award hereinafter described to the Participant. NOW, THEREFORE, the Company and the Participant hereby agree as follows: 1. Award of Option. The Company hereby grants the Participant an option (the "Option"), which shall be an NQO (a non-qualified stock option), to purchase _______ shares (the "Option Shares") of Common Stock of the Company at the Exercise Price of $[fair market value] per share, subject to adjustment in accordance with the Plan, on the terms and subject to the conditions set forth herein and in the Plan (the "Award Date" for the Option shall be the date of this Agreement). 2. Term of Option. Except in the event of the earlier lapse or termination of the Option in accordance with this 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 Award Date and until 3:00 p.m., Lake Forest, Illinois, time on the day that immediately precedes the tenth anniversary of the date of the Award 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 Agreement. 3. Conditions of Exercise. (a) The Option shall vest, and the Options Shares shall become available for purchase as to all such Option Shares for which the Option has not theretofore been exercised, on the date which is six months after the Award Date. (b) Other Limitations and Provisions. (i) Notwithstanding the foregoing, all Option Shares for which the Option has not theretofore been exercised shall become available for purchase if the participant's service as a director of the Company terminates by (A) Retirement, (B) Total Disability of the Participant, or (C) death of the Participant while a director of the Company; provided however, the Committee may allow the Participant to exercise the Option at any time, in the Committee's sole discretion. For purposes hereof, the term "Retirement" means termination of service as a director after the Participant has met the eligibility requirements for early or normal retirement as established in 1 accordance with the retirement plan of the Company at the time such termination occurs (determined as if the Participant were an employee of the Company at the time) and the term "Total Disability" means 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. (ii) At any time the Option is in effect and Option Shares are available for purchase thereunder, the Option may be exercised in whole or in part. 4. Manner of Exercise. Each Option shall be exercisable in whole or in part, and any such exercise shall be deemed to have occurred on the latest of (i) the date of exercise designated in the written notice referred to in subparagraph (a) below, (ii) if the date so designated is not a business day, the first business day following such date, or (iii) the earliest business day by which the Company has received all of the following: (a) Written notice, in such form as the Company may require, designating, among other things, the date of exercise and the number of Option Shares to be purchased. (b) Payment of the aggregate Exercise Price for the Option Shares to be purchased with respect to such exercise by delivery of: (i) cash, a personal check or bank draft; or (ii) at the option of the Participant, 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; or (iii) a combination of the methods described in clauses (i) and (ii) above; or (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; or (v) such other form of payment as the Committee shall authorize on or before the exercise date. (c) Any other documentation that the Company may reasonably require. 5. Delivery by the Company. As promptly as practicable after receipt of all items described in Paragraph 4, the Company shall deliver to the Participant certificates issued in Participant's name for the number of shares of Common Stock purchased by the Participant (and not sold or withheld as contemplated by Paragraph 4) upon exercise of all or any applicable portion of the Option. 6. Lapse of Options. Unless otherwise determined by the Committee in its sole discretion, the Option shall lapse at (and shall not be exercisable after) the time specified below: 2 (a) If the Participant's service as a director of the Company terminates by (A) Retirement, (B) Total Disability of the Participant, or (C) death of the Participant while a director of the Company, the Option shall lapse at 3:00 p.m. Lake Forest, Illinois, time on the third anniversary of the date of such termination of employment (subject to earlier termination pursuant to Paragraph 2 hereof or as otherwise provided in the Plan); and (b) If the Participant's service as a director of the Company terminates for any reason not specified in Paragraph 6(a), the Option shall lapse immediately upon such termination unless the Committee determines otherwise. 7. Adjustments. The Option granted hereby, the number and kind of shares subject to the Option and the purchase price per share shall be subject to adjustments by the Committee in accordance with Section 5.2(f) of the Plan. 8. Taxes. All distributions under the Plan, including any distribution in respect of this Option, are subject to withholding of all applicable taxes, and the delivery of any shares or other benefits under the Plan or this Option is conditioned on satisfaction of the applicable tax withholding obligations. Except as otherwise provided by the Committee, such withholding obligations may be satisfied (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 such shares of Common Stock under this paragraph (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). 9. Rights as Stockholder. The Participant shall have no rights as a stockholder with respect to any shares of Common Stock subject to the Option until and unless the Participant becomes the stockholder of record of such shares. Except as provided in Paragraph 7, no adjustment shall be made for dividends or other rights for which the record date is prior to the date on which the Participant becomes such shareholder of record. 10. Employment or Service. Neither the granting of the Option or any term or provision of this Agreement shall constitute or be evidence of any understanding, expressed or implied, on the part of the Company or any of its Subsidiaries to employ the Participant or retain the Participant in service as a director for any period of time. 11. Nontransferability. During the Participant's lifetime, the Options shall not be transferable (voluntarily or involuntarily) and are exercisable only by the Participant or, during his disability, by his legal representative. The Options shall pass, upon death, to the beneficiary designated by the Participant on a form provided by, and filed prior to death with, the Company. 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 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. 12. Amendment. This Agreement may be amended, without the consent of the Participant, as follows: (a) The Agreement may be cancelled or amended by the Committee at any time if the Committee determines that cancellation or amendment is necessary or advisable because of any change or clarification after the Award Date of any applicable law or governmental regulation, including any applicable federal or state securities law; and 3 (b) Subject to any required approval by Company stockholders, the Committee may amend or cancel this Agreement at any time for reasons other than those stated in subparagraph (a) above; provided, that no amendment or cancellation may, in the absence of written consent to the change by the Participant (or, if the Participant is not then living, the affected beneficiary), adversely affect the rights of the Participant or any beneficiary under this Award prior to the date such amendment is adopted by the Board (it being understood that adjustments pursuant to Section 5.2(f) of the Plan shall not be subject to the foregoing limitations). 13. Miscellaneous. (a) Headings. The headings in this Agreement are inserted for convenience only and shall have no significance in the interpretation of this Agreement. (b) Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the transactions contemplated hereunder and supersedes any prior arrangements or understandings with respect thereto, written or oral. No agreements or representations, oral or otherwise expressed or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement (including the Plan). (c) Successors. The terms and conditions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representative and successors. (d) Governing Documents and Law. In the event of any inconsistency between the terms of this Agreement and the Plan, the terms of the Plan shall control. The validity, construction and effect of this Agreement, and any actions taken or relating to this Agreement, shall be determined in accordance with the laws of the State of Illinois and applicable federal law. (e) Counterparts. This 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. 4 IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of the date and year first above written. ATTEST: ACCEPTED: TENNECO AUTOMOTIVE INC. - ------------------------------------- ------------------------------------ Type or Print Legal Name (Date) Sr. Vice President - ------------------------------------- ------------------------------------ Signature Corporate Secretary - ------------------------------------- ------------------------------------ Social Security Number or National ID - ------------------------------------- Street Address - ------------------------------------- City/State/Zip/Country 5 EX-99.4 5 c91062exv99w4.txt FORM OF RESTRICTED STOCK AWARD AGREEMENT FOR EMPLOYEES Exhibit 99.4 ______, ____ TENNECO AUTOMOTIVE INC. 2002 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT - -------------------------- Participant Pursuant to the provisions of the Tenneco Automotive Inc. 2002 Long-Term Incentive Plan (as the same may be amended from time to time in accordance with its terms, the "Plan"), you were granted an Award of __________ shares of Common Stock of Tenneco Automotive Inc. ("Restricted Shares") as of __________, ___ ("Grant Date"). The "Restricted Period" applicable to this Award begins on the Grant Date and ends on the date which is three years after the Grant Date. During the Restricted Period, and until all conditions imposed on the Restricted Shares are satisfied, the Restricted Shares are restricted in that (i) they will be held by the Company and may not be sold, transferred, pledged or otherwise encumbered, tendered or exchanged, or disposed of, by you unless otherwise provided by the Plan and (ii) they are subject to forfeiture by you under certain circumstances as described herein and in the Plan. However, as long as the Restricted Shares have not been forfeited, during the Restricted Period (a) you will be entitled to receive, subject to withholding for taxes, dividends (which for tax purposes will generally be treated as ordinary compensation) payable on the Restricted Shares, which the Company may require to be reinvested in additional shares of Common Stock subject to the same restrictions as the shares on which such dividends are paid and (b) you may vote the Restricted Shares. If you remain employed by the Company and its Subsidiaries throughout the Restricted Period and all the conditions are satisfied, or if your employment by the Company and its Subsidiaries terminates before the termination of the Restricted Period as a result of your Retirement, death or Total Disability, the restrictions on the Restricted Shares will lapse, and shares of Common Stock in an amount equal to the number of Restricted Shares as to which the restrictions have lapsed will be delivered to you (or your beneficiary), subject to withholding for taxes. Generally, if your employment terminates for any other reason before the expiration of the Restricted Period, you will forfeit the Restricted Shares unless the Committee determines otherwise. You agree that the term "Restricted Shares" shall include any shares or other securities which you 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. For purposes hereof, the term "Retirement" means termination of your employment after you have met the eligibility requirements for early or normal retirement as established in accordance with the retirement plan of the Company or its Subsidiaries covering you at the time such termination occurs and the term "Total Disability" means your 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. You will generally be taxed on the value of the Restricted Shares on the date the restrictions lapse. However, as an alternative, you may elect under Internal Revenue Code Section 83(b) to be taxed on the value of the Restricted Shares on the Grant Date, identified above. Whether it is beneficial for you to make this election should be determined after consultation with your personal tax advisor. If you make this election, the value of the Restricted Shares will be taxable to you in the year of the Grant Date, rather than in the year that the restrictions lapse. If you choose to make this election, you 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. You hereby agree that the Restricted Shares shall be held by the Company during the Restricted Period. 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 (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 such shares of Common Stock under this paragraph (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. As a condition of this Award, you are required to execute the acknowledgement at the bottom of the enclosed copy of this Award notice and return the acknowledged copy of this Award notice to the Human Resources Department of Tenneco Automotive Inc. in Lake Forest not later than thirty days from the date on which you receive it. Also enclosed is a form by which you may designate a beneficiary in the event of your death. This Award is subject to all of the definitions, terms and conditions of the Plan, a copy of which is enclosed. In the event of any discrepancy between the provisions of the Plan and this or any other communication regarding the Plan, the provisions of the Plan control. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Plan. 1 ATTEST: TENNECO AUTOMOTIVE INC. - ------------------------------------- ------------------------------------ Corporate Secretary Sr. Vice President ACCEPTED: - ------------------------------------- ------------------------------------ Participant Date - ------------------------------------- ------------------------------------ Social Security Number or National ID - ------------------------------------- Street Address - ------------------------------------- City/State/Zip/Country 2 EX-99.5 6 c91062exv99w5.txt FORM OF RESTRICTED STOCK AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS Exhibit 99.5 TENNECO AUTOMOTIVE BOARD OF DIRECTORS RESTRICTED STOCK NOTIFICATION ================================================================================ - ------------------------ Director Pursuant to the Tenneco Automotive (the "Company") 2002 Long Term Incentive Plan, as amended, _____ shares (the "Restricted Shares") of the Company's Common Stock have been issued to you by the Company. The stock certificate representing said Restricted Shares was registered in your name, effective as of ____________ (the "Registration Date") and the Restricted Shares are subject to the following restrictions: (1) the Restricted Shares may not be sold, transferred, assigned, pledged or otherwise encumbered and are subject to forfeiture if you cease to serve on the Company's Board of Directors prior to the expiration of the "Restricted Period"; and (2) the "Restricted Period" is the period from the date hereof through the date of your normal retirement from the Company's Board of Directors, unless you are disabled or die, or the Compensation/Nominating/ Governance Committee of the Company's Board of Directors, at its discretion, determines otherwise. During the Restricted Period, you will be entitled to vote the Restricted Shares and receive dividends. Under current tax law, you will generally be taxed on the value of the Restricted Shares on the date the restrictions lapse. However, as an alternative, you may elect under Internal Revenue Code Section 83(b) to be taxed on the value of the Restricted Shares on the Registration Date, identified above. Whether it is beneficial for you to make this election is something you should decide after consultation with your personal tax advisor. If you make this election, the value of the Restricted Shares will be taxable to you in the year of the Registration Date, rather than in the year that the restrictions lapse. Should you choose to make this election, you must so notify the Company in writing and file the election with the Internal Revenue Service within thirty (30) days of the Registration Date. As a condition for this transaction, you are required to execute the acknowledgment at the bottom of the enclosed copy of this notification and return the acknowledged copy of this notification to Karl A. Stewart, Corporate Secretary, Tenneco Automotive by not later than thirty days from the Registration Date. Also enclosed is a form by which you may designate beneficiary for such shares. ACKNOWLEDGED AND AGREED TO: TENNECO AUTOMOTIVE - ---------------------------------- ------------------------------------ Signature (Date) Senior Vice President - ---------------------------------- ------------------------------------ Legal Name (Type or Print) Secretary - ---------------------------------- - ---------------------------------- City/State/Zip -----END PRIVACY-ENHANCED MESSAGE-----