Exhibit 10.36
TENNECO AUTOMOTIVE INC. STOCK OWNERSHIP PLAN
BOARD OF DIRECTORS PERFORMANCE SHARE AWARD AGREEMENT
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Participant
Pursuant to the provisions of the Tenneco Automotive Inc. Stock Ownership Plan,
you were granted an Award of ______ Performance Shares, on ("Grant Date"). The
Restricted Period applicable to the Award begins on the Grant Date and ends on
______________, being at least six months after the Grant Date, subject to the
performance targets identified on Exhibit A. The performance targets may be
adjusted by the Compensation/Nominating/Governance Committee to reflect the
effects of any Corporate Transaction to the extent allowed by Internal Revenue
Code Sec. 162(m) and the regulations thereunder. During the Restricted Period,
and until all conditions imposed on the shares are satisfied, the Performance
Shares are restricted in that they may not be sold, transferred, pledged or
otherwise encumbered, or disposed of, by you. However, you will be entitled to
receive payments, equivalent in timing and amount to the dividends paid on the
Common Stock of Tenneco Automotive Inc., ("Common Stock"), as if each
Performance Share represented one full share of Common Stock, as long, during
the Restricted Period, as you continue as a member of the Board of the Tenneco
Automotive Inc. Companies. Such payments may be in the form of additional
Performance Shares subject to the same restrictions as the original shares. If
you remain a board member throughout the Restricted Period, and all the
conditions are satisfied, or if your board membership terminates before the
expiration of the Restricted Period as a result of your Retirement, Death, or
Total Disability (all as defined in the Plan), the restrictions will lapse, and
one share of Common Stock of Tenneco Automotive Inc., (or, in certain situations
based upon country of residence, a cash equivalent payment) will be delivered to
you or your beneficiary, for each Performance Share. Generally, if your board
membership terminates for any other reason before the expiration of the
Restricted Period, you will forfeit the Performance Shares unless the Committee
determines otherwise. You agree that the term "Performance 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 Performance 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.
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. not later than thirty days from the Grant Date. The Performance
Shares are transferable only by will, the laws of descent and distribution,
pursuant to a qualified domestic relations order (as defined in the Internal
Revenue Code of 1986, as amended, or Title I of the Employee Retirement Income
Security Act, or the rules thereunder), or by designation of beneficiary
(enclosed). This Award is subject to all 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.
ATTEST:
ACCEPTED: TENNECO AUTOMOTIVE INC.
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Type or Print Legal Name Date Sr. Vice President
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Signature Corporate Secretary
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Social Security Number or National ID
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Street Address
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City/State/Zip/Country
EXHIBIT A
PERFORMANCE UNIT PERFORMANCE TARGETS 2002 - 2003 (1)
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2001 - 2003 (3) THRESHOLD (5) TARGET (5) MAXIMUM (5)
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Performance Year 2001:
EVA Improvement over
EVA for 2000 (2) $TBD $TBD $TBD
% of Units Earned 8.3% 33.3% 50.0%
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Performance Year 2002:
EVA Improvement over
EVA for 2001 (2) $TBD $TBD $TBD
% of Units Earned 8.3% 3.33% 50.0%
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Performance Year 2003:
EVA Improvement over
EVA for 2002 (2) $TBD $TBD $TBD
% of Units Earned 8.4% 33.4% 50.0%
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Total 2001-2003
EVA Improvement (4) $TBD $TBD $TBD
% of Units Earned 25% 100% 150%
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(1) In the event actual EVA improvement is greater than the "Threshold" level
but less than the "Target" level for any Performance Year(s), the
percentage of Performance Units earned for such Performance Year(s) shall
be increased from the "Threshold" level (but not to or beyond the "Target"
level) using linear interpolation to reflect the extent to which the
difference between the "Threshold" and "Target" levels of EVA improvement
had actually been achieved. In the event actual EVA improvement is greater
than the "Target" level but less than the "Maximum" level for any
Performance Year(s), the percentage of Performance Units earned for such
Performance Year(s) shall be increased from the "Target" level (but not to
or beyond the "Maximum" level) using linear interpolation to reflect the
extent to which the difference between the "Target" and "Maximum" levels of
EVA improvement had actually been achieved.
(2) The Performance Targets may be adjusted by the
Compensation/Nominating/Governance Committee to reflect the effects of any
corporate transaction to the extent allowed by Internal Revenue Code Sec.
162(m) and the regulations thereunder.
(3) "EVA" referenced in the table reflects the economic value added of the
Company, as determined in accordance with the principles and procedures of
Stern Stewart & Co., Inc. EVA shall be determined by the senior management
of the Company, subject to the review and approval of the Committee and/or
Board of Directors of the Company.
(4) Final shares earned will be based on the higher of units earned on an
individual year basis or units earned on an accumulated three year basis.
(5) Threshold, Target and Maximum EVA improvement amounts are to be established
by the Committee from time to time in the Committee's discretion. Such
amounts shall be established for all grantees of Performance Unit awards
granted as of the same date, as a group and not individually. The
Committee's failure to establish such amounts shall not prejudice any
grantee's right to receive payment in respect of an Award at the "Target"
level under the circumstances described in the Award Agreement for the
Award.