Exhibit 10.43
TENNECO AUTOMOTIVE INC.
SUPPLEMENTAL RETIREMENT PLAN
[SRP]
Tenneco Automotive Inc. Supplemental Retirement Plan
The Tenneco Automotive Inc. Supplemental Retirement Plan (the "Plan")
is hereby established by Tenneco Automotive Inc. (the "Company") effective
January 1, 2005. The Plan is an unfunded plan for the purpose of providing
retirement benefits with respect to certain employees that are equal to
retirement benefits lost under the Tenneco Automotive Inc. Retirement Plan for
Salaried Employees (the "Retirement Plan") as a result of the imposition of the
limitations contained in the Internal Revenue Code of 1986, as amended (the
"Code"). The portion of the Plan that provides for benefits limited by Code
Section 415 is maintained as an "excess benefit plan" as described in Section
3(36) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"). The other benefits provided for under the Plan are only available to
a "select group of management or highly compensated employees" as determined by
the Compensation/Nominating/Governance Committee of the Board of Directors of
the Company (the "Committee"), and the portion of the Plan providing such
benefits is intended to satisfy the ERISA exemption requirements for a plan
limited to such group. Capitalized terms not defined herein shall have the
meaning ascribed to such term in the Retirement Plan.
1. Effective Date.
The Plan is a new plan established effective January 1, 2005 (the
"Effective Date").
2. Eligibility.
An employee shall be a "Participant" in this Plan if the employee is a
participant in the Retirement Plan or is provided a benefit under
Section 12 hereof.
3. Amount of Benefit.
The benefit payable under the Plan to a Participant, or the
Participant's Eligible Spouse, Eligible Child(ren) or other eligible
beneficiary(ies), all as determined under the provisions of the
Retirement Plan (the "Plan Benefit"), shall equal the excess, if any,
of (a) over (b) where:
(a) is the benefit that would be paid under the Retirement Plan if the
provisions of the Retirement Plan were administered without regard to
the limitations imposed by the Code and, only with respect to
Participants who, at any time, were executive incentive level
participants in the Company's Value Added "TAVA" Incentive Compensation
Plan (the "TAVA Plan"), if Final Average Compensation, as computed
under the Retirement Plan, were determined on the basis of compensation
paid during the three calendar years (of the five calendar year period
ending no later than the calendar year immediately preceding his or her
termination or retirement) for which such compensation is the highest,
and increased by the quotient of (i) the total of the cash bonuses, as
defined below, paid to the Participant in the three calendar years
(during the same five calendar year period ending no later than the
calendar year immediately preceding his or her termination or
retirement) for which such total is the highest, divided by (ii) three
or such lesser number of calendar years (included in such period) in
which such bonuses were paid to the
Participant; provided, that the calendar year including his or her
termination or retirement shall be included if such event follows the
payment of regular bonuses for that year; and provided, that bonuses
and salary, respectively, deferred at the election of the Participant
shall be counted only in the year that they would have been paid
absent such election, and provided, further, that the foregoing
language shall be applied to count bonuses which relate to a calendar
year as paid in that year, for example, 2005 bonuses will be counted
in 2005 notwithstanding the fact that they are actually paid in 2006;
and
(b) is the total benefit that is payable under the Retirement Plan,
the Tenneco Retirement Plan (and any successor thereto) and the
Tenneco Automotive Inc. Supplemental Executive Retirement Plan.
Notwithstanding the foregoing, if, except as otherwise provided in
writing, an employee is granted credit for purposes of benefit accrual
under the Retirement Plan for service rendered prior to the time that
the employee became a participant in the Retirement Plan, such employee
shall be credited with such service under this Plan only if and to the
extent determined by the Committee. Unless otherwise provided in
writing, no benefit shall be payable under the Plan unless a benefit
also is payable under the Retirement Plan.
Cash bonus means only cash bonuses paid under the TAVA Plan and other
cash bonuses as the Committee determines.
4. Form of Benefit.
The Plan Benefit shall be in the form of a single lump sum payment and
shall be payable as soon as practicable after the Participant's
separation of service; provided, however, that with respect to any
Participant who is a "key employee" as defined by Section
409A(a)(2)(B)(i) of the Code, payment of the Plan Benefit shall be made
no earlier than six months from Participant's separation of service
with the Company.
The actuarial factors set forth in the Retirement Plan shall be used to
compute Plan Benefits, provided that, for purposes of a lump sum
payment, the interest rate used shall be the annual rate of interest on
30 year Treasury securities as specified by the IRS for the second
calendar month preceding the first day of the plan year during which
the annuity starting date occurs, and the applicable mortality table
described in Rev. Rul. 95-6, 1995-1 C.B. (page 80), or in such other
formal guidance as may be issued from time to time by the IRS.
5. Termination of Participation in 2005.
If a Participant separates from service with the Company in 2005, such
Participant may elect, in a writing filed with the Committee, to
terminate his/her participation in the Plan for 2005. Any amounts would
be payable to the Participant and subject to immediate taxation.
6. Unfunded Plan.
The Plan shall be maintained as an unfunded non-qualified deferred
compensation plan. All benefits under this Plan shall be payable from
the general assets of the Company. No person shall be entitled to
receive any benefits under this Plan from the funds of the Retirement
Plan.
7. No Assignment.
No benefit under this Plan shall be assignable or alienable or
subjected, by attachment or otherwise, to the claims of creditors of
any person.
8. No Guarantee of Employment.
This Plan shall not be construed to give any Participant the right to
be retained in the employment of the Company or any of its affiliates.
9. Operation and Administration.
This Plan shall be operated under the direction of and administration
of the Committee.
The Committee shall have the sole and complete authority and discretion
to interpret the terms and provisions of the Plan and to adopt, alter
and repeal such administrative rules, regulations and practices
governing the operation of the Plan, and to determine facts under the
Plan as it shall from time to time deem advisable.
The Committee's decision in all matters involving the interpretation
and application of this Plan shall be final and binding. The Committee
shall establish a claims procedure which consistent with the claims
procedures employed under the Retirement Plan.
10. Governing Law.
To the extent not preempted by federal law, this Plan shall be
construed, administered and enforced in accordance with the laws of the
State of Illinois.
11. Amendment and Discontinuance.
The Company reserves the right, by action of the Committee, to amend or
discontinue the Plan. However, no such amendment or discontinuance
shall impair or adversely affect any benefits accrued under this Plan
as of the date of such action.
12. Special Appendix.
The Company may from time to time determine to provide certain persons
additional supplemental pension benefits, which may be reflected in a
Special Appendix hereto or in such other document as the Company shall
determine. References in a Special Appendix or such other document to
the "Plan" are to this Plan.
IN WITNESS WHEREOF, the Company has cause this Plan to be executed on its behalf
by the respective officers thereunder duly authorized, as of the Effective Date.
TENNECO AUTOMOTIVE INC.
/s/ RICHARD P. SCHNEIDER
------------------------
By: Richard P. Schneider
Its: Senior Vice President,
Global Administration