Exhibit 10.45
TENNECO AUTOMOTIVE INC.
SUPPLEMENTAL PENSION PLAN FOR MANAGEMENT
TENNECO AUTOMOTIVE INC.
SUPPLEMENTAL PENSION PLAN FOR MANAGEMENT
Purpose
The Tenneco Automotive Inc. Supplemental Pension Plan for Management (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. The benefits
provided 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 Plan is intended to satisfy the exemption requirements of the Employee
Retirement Income Security Act of 1974, as amended, for a plan limited to such a
group.
The Plan
1. Effective Date.
The Plan as set forth herein is effective as of January 1, 2005 (the
"Effective Date").
2. Eligibility.
The employees indicated on Appendix A, attached hereto, shall be eligible
to participate in the Plan as of the Effective Date. After the Effective Date,
the Committee, in its discretion, shall determine which other employees are
eligible to participate in the Plan, provided that such employees also satisfy
the eligibility and participation requirements of the Tenneco Automotive Inc.
Retirement Plan for Salaried Employees (the "Salaried Retirement Plan"). All
employees that are listed on Appendix A or that are selected by the Committee
under this Section 2 shall be deemed "Participants" under the Plan.
3. Plan Benefit.
Subject to the terms and conditions of the Plan, the retirement benefit
payable under the Plan (the "Plan Benefit") to any Participant shall be an
amount equal to the excess, if any, of (a) over (b) where:
(a) is an amount equal to 4% of the Participant's Compensation (as defined
below) times the Participant's Years of Service (as determined in
accordance with the terms of the Salaried Retirement Plan; and
(b) is the total amount (if any) that is payable under the Tenneco
Retirement Plan (or any successor thereto), the Salaried Retirement
Plan (or any successor thereto), the Tenneco Automotive Inc. Key
Executive Pension Plan, the Tenneco
Automotive Inc. Supplemental Executive Retirement Plan and the Tenneco
Automotive Inc. Supplemental Retirement Plan, including any special
supplemental benefit payable with respect to the Participants.
For purposes of the Plan, the term "Compensation" with respect to any
Participant means the average annual base salary and bonus paid to the
Participant by the Company and its affiliates for the three year period (or
if less, his total period of employment with the Company and its
affiliates) ending on the date on which his employment with the Company and
its affiliates terminates for any reason (the "Termination Date").
Notwithstanding the foregoing provisions of this Section 3, in no event
shall the amount determined under paragraph (a) next above with respect to
any Participant exceed 50% of the Participant's Compensation
4. Payment and Calculation of Plan Benefits.
The Plan Benefit shall be payable in the form of a single lump sum payment
and shall be payable as soon as practicable after the later of (a) a
Participant's Termination Date or (b) the date on which he attains age 55;
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 any benefit shall
be made no earlier than six months from Participant's Termination Date with the
Company.
The single lump sum payment shall be calculated using the applicable
interest rate (as defined in Section 417(e)(3)(A)(ii)(II) of the Internal
Revenue Code (the "Code")) for the second calendar month preceding the first day
of the calendar year during which the benefit payments are to commence and the
applicable mortality table (as defined in Section 417(e)(3)(A)(ii)(I) of the
Code).
5. Surviving Spouse Death Benefits.
If a Participant dies before the date as of which payment of his Plan
Benefit is to be paid under the Plan and there is an Eligible Spouse (as defined
in the Salaried Retirement Plan), a "Surviving Spouse Death Benefit" shall be
paid to the Eligible Spouse; provided however, that payment of the Surviving
Spouse Death Benefit shall not be made prior to the date on which the
Participant would have attained age 55. The Surviving Spouse Death Benefit
payable to an Eligible Spouse under the Plan shall be the actuarial equivalent
of 50% of the monthly benefit amount to which the Participant would have been
entitled if:
(a) he had commenced receipt of his Plan Benefit as of the date on which
he attained age 55;
(b) his benefit was paid in the form of a Qualified Joint and Survivor
Benefit (as defined in the Salaried Retirement Plan); and
(c) his benefit was based on his Years of Service and Compensation as of
the actual date of his death (or, if earlier, his Termination Date).
The Surviving Spouse Death Benefit shall be calculated and payable in accordance
with the rules set forth in Section 4 above.
6. 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.
7. Unfunded Plan.
This 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 benefit hereunder shall be paid from the funds
of any qualified plan maintained by the Company.
8. 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.
9. 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.
10. Operation and Administration.
The Plan shall be operated under the direction of and administered by 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 is consistent with the claims procedures
employed under the Salaried Retirement Plan.
11. Governing Law.
To the extent permitted by federal law, this Plan shall be construed,
administered and enforced in accordance with the laws of the State of Illinois.
12. Amendment and Discontinuance.
The Company reserves the right, by action of the chief executive officer,
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.
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
Appendix A
Participants
Mark P. Frissora
Richard P. Schneider
Mark A. McCollum
Timothy R. Donovan
Timothy E. Jackson