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Exhibit 10.23
AMENDMENT NO. 1
TO
TENNECO AUTOMOTIVE INC. CHANGE IN CONTROL
SEVERANCE BENEFIT PLAN FOR KEY EXECUTIVES
This Amendment No. 1 (the "Amendment") to the Tenneco Automotive Inc.
Change in Control Severance Benefit Plan for Key Executives (the "Plan") is
hereby adopted by Tenneco Automotive Inc. (the "Company") effective as of May 9,
2000. Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed to such terms in the Plan.
1. AMENDMENT TO SECTION 3 OF THE PLAN.
Paragraph E. of Section 3 of the Plan is hereby amended in its entirety to
read as follows:
"E. Intentionally omitted."
2. AMENDMENT TO SECTION 4 OF THE PLAN.
Section 4 of the Plan is hereby amended in its entirety to read as follows:
"4. OTHER BENEFITS. Upon a Change in Control, and without regard to the Key
Executive's employment status following such Change in Control:
(i) All Stock Options granted under the Company's Stock Ownership
Plan or any other similar plan maintained by the Company
shall become immediately vested and remain exercisable for
the lesser of 36 months or the remaining life of the option.
The term "Stock Option" shall have the meaning ascribed
thereto in the Company's Stock Ownership Plan.
(ii) The Key Executive shall be entitled to be paid in cash the
total of the fair market value, determined immediately prior
to the Change in Control, of any Restricted Stock, Stock
Appreciation Rights, Performance Units, Stock Equivalent
Units and Dividend Equivalents which he or she held
immediately prior to such Change in Control. The terms
"Restricted Stock," "Stock Appreciation Rights,"
"Performance Units," "Stock Equivalent Units" and "Dividend
Equivalents" shall have the meanings ascribed to those terms
in the Company's Stock Ownership Plan."
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3. NO OTHER CHANGES.
Except to the extent expressly amended by the terms of this Amendment, all
provisions of the Plan shall remain in full force and effect following the date
hereof and shall not be modified by this Amendment.
IN WITNESS WHEREOF, the Company has caused the Plan to be amended as set
forth herein by its respective officers thereunder duly authorized, effective as
of May 9, 2000.
TENNECO AUTOMOTIVE INC.
By: /s/ Richard P. Schneider
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Name: Richard P. Schneider
Title: SVP - Global Administration
