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[TENNECO LETTERHEAD]
EXHIBIT 10.18
October 12, 1999
Dana G. Mead
c/o Tenneco Inc.
1275 King Street
Greenwich, CT 06831
Re: Release Agreement
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Dear Dana:
This Release Agreement ("Agreement") entered into as of the date at the end
hereof is by and between Dana G. Mead ("Employee") and the employer, Tenneco
Management Company ("Employer" or "Company"), (collectively, "the Parties").
The Parties named above agree as follows:
1. Your employment with Employer will terminate contemporaneously with
the distribution of Tenneco Packaging Inc. stock to the shareholders of
Tenneco Inc. (the "Termination Date").
Effective as of the Termination Date, you will resign all positions
which you hold with Tenneco Inc. and its subsidiaries and affiliates
except your position as a member of the Pension Investment Committee
from which you will resign in March of 2000. Notwithstanding the
foregoing, you will continue as the non-employee Chairman of the Board
of Directors of each of Tenneco Inc. and Tenneco Packaging Inc. and as
a trustee of the Tenneco Rabbi Trust. You will be entitled to receive
director's fees from both companies.
On your resignation and for five years thereafter, you will be provided
with an office in Greenwich, Connecticut or such other location in the
continental U.S. as you shall choose, together with secretarial and
administrative services and support.
2. You will be entitled to the following consideration upon the later of
the Termination Date or the end of the seven-day revocation period
defined in Paragraph 28, assuming you execute this Agreement, fail
to revoke it during the seven-day period
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referred to in Paragraph 28 and remain in compliance with all of the terms
and conditions of this Agreement, and further assuming that your spouse
executes a separate spousal waiver agreement to be tendered to your
spouse ("Effective Date"):
- PAYMENT - You will receive a lump sum payment equal to three times the
total of your annual salary and target bonus, less applicable tax
withholdings and any amounts due the Employer, as soon as
administratively feasible after the Effective Date but no later than
April 1, 2000. This payment shall be in lieu of any other payments,
wages and benefits including without limitation any severance-type
payment, except as expressly provided in this Agreement. If you fail to
execute this Agreement by December 3, 1999, or revoke or cancel this
Agreement during the seven-day period referred to in Paragraph 28,
Employer shall not be obligated to make lump sum payment to you. If you
revoke or cancel the Agreement after Employer has made the lump sum
payment, you shall be obligated to return to Employer all benefits and
payments provided to you under this Agreement, including but not limited
to the lump sum payment.
- RELOCATION LOAN MODIFICATION - The Employer and you and your spouse are
parties to a note (the "Note"), which Note has a current outstanding
principal balance. The Employer hereby forgives the full principal
balance of Note, and all accrued interest under the Note. Accordingly,
the Note is hereby canceled. The Employer shall deliver to you a release
of the mortgage, given by you to the Employer securing the Note.
- EXECUTIVE INCENTIVE COMPENSATION PLAN - Should the Company achieve the
performance goals for Executive Incentive Compensation Plan ("EICP")
payouts for the calendar year 1999, you will receive an adjusted target
EICP Award prorated through the Termination Date. No future payments
will be made under this Plan.
- DEFERRED COMPENSATION - The balance of your Deferred Compensation
Account will be distributed, as soon as administratively feasible after
the Effective Date, in accordance with your election under the terms of
the Plan.
- SERP - You are eligible for retirement and survivor benefits under your
Special Appendix to the Tenneco Inc. Supplemental Executive Retirement
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Plan provided, that you will be treated as though you had remained an
employee and been a participant in the Tenneco Retirement Plan until you
had attained age 65. Your special SERP will be revised to count
compensation earned in 1999 if that would increase your benefit and it
will be further revised to compute compensation as provided in the
general SERP document if that would increase your benefit.
- TENNECO INC. STOCK OPTION PLAN - You can exercise all currently
exercisable options during the remainder of your employment in
accordance with provisions of the Plan. Remaining options will become
exercisable as of the Effective Date. Since you are eligible for
retirement, your options will remain active for a period of ten (10)
years following the termination of your employment (or the remaining
term of the option, if less.) You will not be awarded any reload stock
options upon the exercise of any such options. Except as modified
herein, your stock options will continue to be subject to the rules of
the 1996 Tenneco Inc. Stock Ownership Plan as amended from time to time,
including without limitation, the provisions regarding adjustment and
amendment of outstanding options. This will result in the replacement of
one-half of these options with options on the stock of Tenneco Packaging
Inc. Both the Tenneco Packaging Inc. options and the remaining Tenneco
Inc. options shall be adjusted to reflect the economic status of the
options which existed prior to the spin-off of Tenneco Packaging in
accordance with the procedures applied generally.
- NEW OPTIONS - In addition to the options described above, you will be
granted 50,000 options on the common stock of Tenneco Packaging Inc. and
50,000 options on the common stock of Tenneco Inc. Such options shall be
granted at the fair market value of the stock of the company to which
they relate and shall have a term of not less than 10 years.
- TENNECO INC. PERFORMANCE SHARES - Subject to any generally applicable
earlier earn-out, at the Effective Date, all outstanding performance
shares awarded under the Stock Ownership Plan shall be deemed to have
been earned at target and shall be paid out in Tenneco Inc. common
stock.
- TENNECO INC. RESTRICTED STOCK - Subject to any generally applicable
earlier vesting, your restricted shares awarded under the Stock
Ownership Plan will vest on the Effective Date and all applicable
restrictions will lapse. A stock
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certificate for the appropriate number of shares will be delivered to
you as soon as administratively feasible.
- THRIFT PLAN - You are a participant in the Tenneco Inc. Thrift Plan and
contributions to the Tenneco Thrift Plan cease upon the termination of
your employment. You may then elect to receive a final settlement of
your account balance, usually within four to six weeks following the
receipt of your properly completed election forms. You are 100% vested
in the account. You should contact the Benefits Center for information
about your Thrift Plan account, including any outstanding Thrift Plan
loans, and the tax consequences of the distribution.
- MEDICAL AND DENTAL COVERAGE - You and your surviving spouse are
entitled to retiree medical and dental coverage. For information
regarding your Medical Benefits, call the Benefits Center at
1-800-444-5578. You will also be eligible for the Medical Select
Provider Program, as long as that program continues to exist.
- LIFE INSURANCE - You are entitled to retiree life insurance coverage in
accordance with generally applicable rules.
- DISABILITY AND ACCIDENT INSURANCE - Your participation in the Tenneco
Inc. Long Term Disability and Travel Accident Insurance Plans ceases
upon your termination of employment.
- BENEFIT PLANS - Except as set out in this Agreement, the provisions of
the policies or plan documents will control.
3. You acknowledge that the aggregate of all benefits set forth in Paragraph
2 of this Agreement is greater than the aggregate to which you are already
entitled. IN ADDITION TO THE OTHER RESTRICTIONS AND CONDITIONS SET FORTH
IN THIS AGREEMENT AND IN NO WAY IN LIMIT OF THOSE OTHER RESTRICTIONS AND
CONDITIONS, YOU SHALL NOT BE ENTITLED TO ANY RETENTION, SEVERANCE, OR
OTHER NON-VESTED BENEFITS SET FORTH IN THIS AGREEMENT IN THE EVENT YOU
RESIGN YOUR EMPLOYMENT PRIOR TO THE TERMINATION DATE. FURTHERMORE, IN THE
EVENT THAT YOU TRANSFER TO ANOTHER TENNECO COMPANY OR ONE OF ITS
AFFILIATES OR SUCCESSORS AS
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DEFINED IN PARAGRAPH 4, YOU SHALL FORFEIT ALL RIGHTS TO ANY RETENTION,
SEVERANCE OR OTHER NON-VESTED BENEFITS SET FORTH IN THIS AGREEMENT.
4. Except as specifically provided herein, you acknowledge that your
employment shall terminate with Employer, its direct or indirect
subsidiaries, affiliates, parents, and related companies or entities,
regardless of its or their form of business organization, including
without limitation the plans described in Paragraph 7 (all
collectively the "Employer Entities"), on the Termination Date.
5. In exchange for the compensation and benefits described in Paragraph
2, you release and discharge any and all Employer Entities as defined
in Paragraph 4 and any and all of their past and present subsidiaries,
affiliates, parents, related companies, persons and entities,
directors, employees, officers, agents, partners, insurers, attorneys,
trustees, administrators and fiduciaries (all collectively the
"Released Parties") from any and all claims, demands, and causes of
action, whether arising in contract, tort or any other theory of
action, whether arising in law or equity, whether known or unknown,
accrued or unaccrued, asserted or unasserted, from the beginning of
time up to the effective date of this Agreement, except for those
obligations created by or arising out of this Agreement. You expressly
waive the benefit of any statute or rule of law which, if applied to
this Agreement, would otherwise exclude from its binding effect any
claim against any Released Party not now known by you to exist. Except
as necessary for you to enforce this Agreement, this Agreement is
intended to be a general release that extinguishes all claims by you
against any Employer Entity. Without limiting the generality of this
Paragraph, if you commence or continue any claim in violation of this
Agreement, the Released Party shall be entitled to assert this
Agreement as a bar to such action or proceeding.
6. Without in any way limiting the generality of the foregoing, this
Agreement constitutes a full release and disclaimer of any and all
claims arising or accruing up to the effective date of this Agreement,
including but not limited to any claims arising out of or in any way
connected with or relating to the termination of your employment and
any claims arising out of or in any way connected with or related to
your employment with Employer or any other Employer Entity up to the
effective date of this Agreement. The scope of this waiver includes
but is not limited to claims arising under 29 U.S.C. Section 1981, the
Age Discrimination in Employment Act of 1967 as amended (29 U.S.C.
Section 621), Title VII of the Civil Rights Act of 1964 as amended,
(42 U.S.C. Section 2000e), the Americans With
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Disabilities Act (42 U.S.C. Section 12101), the Worker Adjustment
Retraining and Notification Act (29 U.S.C. Section 2101), the Family
and Medical Leave Act of 1993 (29 U.S.C. Section 2601), the
Connecticut Human Rights and Opportunities Act, the Connecticut Family
and Medical Leave laws (Conn. Gen. Stat. 31-51cc to 31-51gg and Ct.
Legis. 96-140, effective January 1, 1997), the Texas Human Rights Act,
(Tex. Rev. Civ. Stat. Art. 5221k), the Illinois Human Rights Act, the
Wisconsin Fair Employment Act, the New York Human Rights Law, the New
York Equal Pay Law, the New York Rights of Persons with a Disability
Law, the New York Equal Rights Law, the National Labor Relations Act,
any claims for breach of contract, wrongful or retaliatory discharge,
tortious action, inaction or interference of any sort, and any claim
under any other state, local or federal statute, regulation or
ordinance, or common law cause of action.
7. It is expressly agreed that the payments described in Paragraph 2 of
this Agreement are in full and complete satisfaction of any and all
liabilities or obligations which any Employer Entity, including any
plan, fund or program sponsored, maintained or contributed to by any
Employer Entity, has or may have to you under or with respect to any
employee benefit plan described in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), any
payment or other item excluded from the definition of "employee
welfare benefit plan", "employee pension benefit plan" or "employee
benefit plan" under the rules of 29 C.F.R. Section 2510.3-1, 2510.3-2
or 2510.3-3, as the case may be, and any employee benefit plan
described in Section 4 of ERISA. It is further agreed that the
payments described in this Agreement exceed in value anything to which
you may be already entitled.
8. You represent that you have not assigned or transferred, or purported
to assign or transfer, to any person or entity, any claim or any
portion thereof or interest therein against a Released Party.
9. You represent that as of the Termination Date, you will have turned
over to Employer all originals and copies of expense reports, notes,
memoranda, records, documents, Employer manuals, credit cards, pass
keys, computer diskettes, office equipment, sales records and data,
and all other information or property, no matter how produced,
reproduced or maintained, which you have in your possession and
pertain to the business of any Employer Entity, including but not
limited to lists of customers, prices, marketing plans, strategies,
documents relating to the legal rights and obligations of any Employer
Entity, the work product
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of any attorney employed or retained by any Employer Entity, and
other confidential materials or information obtained by you in the
course of your employment; except for those such memoranda and other
documents referred to herein, as are necessary and appropriate for
your conduct of your duties as non-executive Chairman of Tenneco Inc.
and Tenneco Packaging Inc.
10. You acknowledge that the business and services of all Employer
Entities are highly specialized and that the following information is
not generally known, is highly confidential and constitutes trade
secrets: proprietary technical and business information relating to
any Employer Entity's plans, analysis or strategies concerning
international or domestic acquisitions, possible acquisitions or new
ventures; development plans or introduction plans for products or
services; unannounced products or services; operation costs; pricing of
products or services; research and development; personnel information;
manufacturing processes; installation, service and distribution
procedures and processes; customer lists; any know-how relating to the
design, manufacture, and marketing of any Employer Entity's services
and products, including components and parts thereof; non-public
information acquired by you concerning the requirements and
specifications of any Employer Entity's agents, vendors, contractors,
customers and potential customers; non-public financial information,
business and marketing plans, pricing and price lists; non-public
matters relating to employee benefit plans; quotations or proposals
given to agents or customers or received from suppliers; documents
relating to any Employer Entity's legal rights and obligations; the
work product of any attorney employed by or retained by any Employer
Entity; and any other information which is sufficiently secret to
derive economic value from not being generally known.
11. You shall maintain in the strictest confidence and will not, directly
or indirectly, use, intentionally or inadvertently, publish
or otherwise disclose to any person or entity whatever, any trade
secrets, or any confidential, proprietary or other non-public
information of or belonging to any Employer Entity or any agent, joint
venturer, contractor, customer, vendor or supplier of any Employer
Entity (collectively, the "Confidential Information"), regardless of
its form without the prior written explicit consent of Employer. You
shall take reasonable precautions to protect the inadvertent
disclosure of Confidential Information. Your obligations under this
Agreement with respect to Confidential Information shall extend for
the period that such information is not generally known outside of the
relevant Employer Entity for reasons other than disclosure or
disclosures made by you or on your behalf. All duties and obligations
set forth in this Agreement shall be in
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addition to those which exist under statute and at common law and
shall not negate but shall be in addition to or coextensive with those
obligations arising under any agreements or documents executed by you
during your employment with Employer. Should you be served with legal
process seeking to compel disclosure of any such information, you
shall notify the General Counsel of Employer immediately.
12. Paragraphs 10 - 11 hereof shall be deemed to consist of a series of
separate covenants. Should a determination be made by a court of
competent jurisdiction that the character, duration, or geographical
scope of those provisions are unreasonable in light of the
circumstances as they then exist, then it is the intention and the
agreement of the Parties that these shall be construed by the court in
such a manner as to impose only those restrictions on your conduct
which are reasonable in light of the circumstances as they then exist
and as are necessary to assure the relevant Employer Entity of their
intended benefit. If, in any judicial proceeding, a court shall refuse
to enforce all of the separate covenants because, taken together, they
are more extensive than necessary to assure the relevant Employer
Entity of the intended benefit, then it is expressly understood and
agreed that those of such covenants which, if modified or eliminated,
would permit the remaining separate covenants to be enforced in such
proceeding, shall, for the purpose of such proceeding, be deemed
modified or eliminated in order to enforce the remaining provisions.
13. In expansion and not in limitation of Paragraphs 9, 10, and 11,
hereof, it is specifically provided that among the communications,
publications and disclosures forbidden or restricted by such
Paragraphs, are any such communications, publications or disclosures
by means of electronic, computer, print or other media, including
without limitation, any use of the Internet, chat rooms, bulletin
boards, web sites, etc.
You hereby agree that Employer would suffer significant damages, which
would be difficult to completely quantify in the event you or any
Affiliate breached the provisions of Paragraphs 9, 10, or 11 of this
Agreement. You acknowledge that any violation of any such Paragraphs
by you or by any Affiliate shall be treated as a material breach and
that you shall pay to Employer either $50,000 in total liquidated
damages, or, alternatively, the actual damages suffered by Employer as
a result of the breach if Employer is able to adequately establish
that its actual total damages exceeded $50,000. You hereby acknowledge
and agree that as of the date
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of this Agreement $50,000 represents a reasonable estimate of the
minimum damages that Employer can be expected to incur as a result of
any such breach.
14. Nothing in this Agreement shall be construed as an admission of any
wrongdoing by any person or entity.
15. The Parties agree to cooperate fully and to execute any and all
supplementary documents and to take all additional actions that may be
necessary or appropriate to give full force to the terms and intent of
this Agreement that are not inconsistent with its terms.
16. You shall provide thorough and accurate information and testimony
voluntarily to or on behalf of any Employer Entity, regarding any
investigation or court case initiated by or against any Employer
Entity or by any government agency, but you agree not to disclose or
to discuss with anyone who is not directing or assisting in any
Employer Entity investigation or case, other than your attorney, the
fact of or the subject matter of any investigation, except as required
by law. You will cooperate with the Employer Entity and promptly
provide such information. If the Employer Entity requests information,
it will attempt to work with you to arrange times that reasonably
accommodate you, and will reimburse you for commuting, parking or
other similar expenses and, to the extent permitted by law, will
reasonably compensate you for any significant imposition on your time
by the request.
17. You acknowledge that any employment or contractual relationship
between you and any and all Employer Entities, including but not
limited to the Employer, will terminate by virtue of this Agreement on
the Termination Date. In consideration of this Agreement, you waive
any and all employment rights that you now have with any Employer
Entity, except as otherwise expressly provided in this Agreement. You
agree not to seek reinstatement, reemployment, or future employment as
a new employee, and no Employer Entity has an obligation, contractual
or otherwise, to employ or reemploy, hire or rehire, or recall or
reinstate you in the future.
18. You agree to keep confidential the terms, conditions, and amounts set
forth in this Agreement and not to disclose any information relating
to this Agreement to any employee or former employee of any Employer
Entity except as required by law or a court of competent jurisdiction.
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19. It is further agreed that if any provision of this Agreement
contravenes the law of any state or jurisdiction where this Agreement
is to be performed or enforced, such provision shall be deemed not to
be a part of this Agreement, and the other provisions of this
Agreement, shall remain in full force and effect.
20. The failure of the Employer to exercise any rights under this
Agreement upon any breach or threatened breach by you shall not
constitute a waiver of any rights arising by reason of other or similar
breaches.
21. You shall have not right of assignment or transfer of any rights
herein or any sums that may accrue to you hereunder, nor shall any
creditor or other claimant have any right to assert any interest in or
right to receive such sums either by voluntary or involuntary act on
their part, by any writ or garnishment or attachment or otherwise.
22. The rights and obligations of the Parties shall be construed and
enforced in accordance with, and governed by, the laws of the State
of Connecticut without regard to that or any other state's rules
regarding conflict of laws. The language of all parts of this
Agreement shall in all cases be construed as a whole, according to its
fair meaning and not strictly for or against any of the Parties.
23. This Agreement shall be binding upon and inure to the benefit of the
respective successors, heirs, assigns, administrators, executors and
legal representatives of the Parties and other entities described in
this Agreement.
24. You warrant that no promise or inducement to enter into this Agreement
has been offered or made except as set forth in this Agreement, that
you are entering into this Agreement without any threat or coercion
and without reliance on any statement or representation made on behalf
of any Employer Entity or by any person employed by or representing any
Employer Entity, except for the written provisions and promises
contained in this Agreement.
25. This Agreement constitutes the entire agreement and understanding
between the Parties with regard to all matters, including but not
limited to your employment, the cessation of your employment from
Employer, payments owed to you, and the other subject matters
addressed in this Agreement. This Agreement supersedes and replaces
all prior commitments, negotiations and all agreements proposed
or otherwise, whether written or oral, concerning the subject matters
contained in this
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Agreement. This Agreement is an integrated document and the
consideration stated herein is the sole consideration for this
Agreement.
26. This Agreement is being delivered to you on October 15, 1999. You
shall have forty-seven days, or until December 3, 1999, to decide
whether to sign the Agreement and be bound by its terms.
27. Employer informs you of the following:
a) In order to be eligible for the benefits contained in this
Release Agreement, you must; (i) have worked in the
Administrative Department on January 1, 1999 and, (ii)
terminate your employment on your Termination Date, and (iii)
agree on or before December 3, 1999 to terminate your
employment under the terms of a valid separation agreement, by
executing this Agreement.
b) The decision that you would no longer be the CEO of Tenneco
Inc. was a mutual decision made by and between you and the
Board of Directors. No other employees were considered.
Accordingly, this was not made as part of any group
termination decision.
c) Nevertheless, the Company has decided to provide you with
information that you may consider relevant in assessing the
waiver of age discrimination claims. Certain other employees
are separating from service in connection with Tenneco's
corporate restructuring and as a result, are eligible for
Tenneco's severance program.
28. In addition, the Parties agree that even after signing the Agreement,
you shall have the right to revoke or cancel it only within seven days
after signing it. This cancellation or revocation can be accomplished
by delivery of a written notification if you wish to revoke the
Agreement to the Vice President of Human Resources. In the event that
this Agreement is canceled or revoked by you, Employer shall have no
obligation to meet any of the commitments described in this Agreement.
29. You acknowledge that you have been advised and encouraged by Employer
to consult your own attorney prior to signing this Agreement, and that
you execute this Agreement voluntarily.
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30. You acknowledge that you have read this Agreement and that you
understand that the Agreement will have the effect of waiving any
action or recovery you might pursue, including breach of contract,
personal injury, discrimination on the basis of race, age, sex,
national origin, citizenship, religion, veteran status, handicap, or
disability and any other claims arising prior to the date of the
Agreement.
Please return the executed original of this letter to Stephen J. Smith,
Vice President Human Resources, 1275 King Street, Greenwich, Connecticut
06831.
Sincerely,
/s/ Larry D. Brady
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Director and Chairman of the Compensation and Benefits Committee
Tenneco Inc. Board of Directors
AGREED AND ACCEPTED:
/s/ Dana G. Mead Dated as of: October 18, 1999
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Dana G. Mead
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[TENNECO LOGO]
MODIFICATION OF RELEASE AGREEMENT
The parties hereto have entered into the Release Agreement, dated October
12, 1999 (the "Release Agreement").
This Modification supersedes and amends the Release Agreement as and to
the extent set forth herein.
Notwithstanding any provision of the Release agreement to the contrary,
Dana G. Mead ("Officer") shall not be deemed to have waived any rights to
indemnification, contribution or reimbursement to which Officer is or would
otherwise be entitled by contract, operation of law or otherwise, including
without limitation, under and pursuant to the Delaware General Corporation Law,
the certificate of incorporation of Tenneco Inc., the By-Laws of Tenneco Inc.,
any contract, the Tenneco Rabbi Trust or any insurance policy or other similar
arrangement at any time maintained by Tenneco Inc. or any of its subsidiaries or
any right in respect or resulting from any legal, accounting, financial or other
advice provided to Tenneco Inc. or any of its subsidiaries or Officer by any
legal counsel, accountant, financial advisor, engineer, consultant or other
similar person, firm or corporation in the discharge of such Officer's
employment as an officer, director or employee of Tenneco Inc. or any of it
subsidiaries or as a representative of Tenneco Inc. or any of its subsidiaries.
Neither Tenneco Inc. nor any of its subsidiaries will, for a period of ten years
from the date of the spin-off described below, amend or modify or terminate any
such certificate of incorporation, by-law, contract, insurance policy or other
arrangement if the effect thereof could be to eliminate or diminish the
protection afforded the Officer thereby in any material respect.
Officer shall also retain, without cost to Officer, the benefit of all the
liability insurance coverage maintained by Tenneco Inc., Tenneco Packaging Inc.,
Tenneco Automotive Inc. or otherwise, including, without limitation, the Tenneco
Inc. Director and Officer and Fiduciary "run-off" insurance policies to be
purchased in connection with the Tenneco Packaging Inc. spin-off. Tenneco Inc.
and Tenneco Management Company each further agrees jointly and severally to
purchase and keep in force, at their sole expense, such coverage for its full
term and to deliver proof of such coverage to Officer.
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Nothing contained herein or in the Release Agreement shall be deemed to be
a waiver or discharge of any right which the Officer has or may have if the
effect of any such waiver or discharge would be to abrogate or diminish any
right the Officer or Tenneco Inc. or any of its subsidiaries has or may have
under any insurance policy or other similar arrangement.
Dated: October 18, 1999
----------------
/s/ Dana G. Mead
- -----------------------
Dana G. Mead
TENNECO INC.
By: /s/ Karl A. Stewart
------------------------------------------
Karl A. Stewart
Vice President and Corporate Secretary
TENNECO MANAGEMENT COMPANY
By: /s/ Stephen J. Smith
------------------------------------------
Stephen J. Smith
Vice President, Human Resources
-2-