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Exhibit 10.30
[TENNECO LOGO]
AGREEMENT
Tenneco Inc., Tenneco Management Company and Tenneco Packaging Inc.
(collectively, the "Company") on the one hand and ▇▇▇▇ ▇. ▇▇▇▇▇▇ (the
"Employee") on the other hereby agree to the following terms and conditions
regarding Employee's separation from service with the Company to assume the
position of Chairman of the Board and Chief Executive Officer of Packaging
Corporation of America ("PCA"):
1. Employee's employment with Company shall terminate of the date of the
contribution of the Containerboard Business to PCA. Effective upon such
termination, Employee hereby resigns any and all positions which he held
previously with the Company and its affiliates, including without limitation
employee benefit plans and trusts sponsored by the Company, except his position
as a director of Tenneco Inc.
2. The amounts specified below shall be deemed to be in full satisfaction of
any obligation which the Company has or may have to Employee under the letter
agreement between the Employee and the Company dated December 3, 1993 and any
other rights which the Employee has as an employee of the Company, except: (i)
the Employee's accrued benefits under plans maintained by the Company which are
qualified under Section 401(a) of the Internal Revenue Code of 1986, as
amended; and (ii) the Employee's account in the Tenneco Inc. Deferred
Compensation Plan which will be transferred to an equivalent plan maintained by
PCA.
3. The amount specified in Section 4c is in full and final payment of all
amounts due Employee under the Tenneco Inc. Supplemental Executive Retirement
Plan (the "SERP") and the ▇▇▇▇▇▇ Special Appendix thereto, and Employee shall
not accrue any additional benefits thereunder with respect to his service with
PCA.
4. Company shall pay or cause to be paid to Employee, the following amounts:
a. a severance benefit equal to three times his current annual base salary;
and three times target bonus ($1.5 million).
b. a pro rata target bonus for 1999 determined by multiplying $500,000 by a
fraction the numerator of which is the number of days which have elapsed from
January 1, 1999 through the date of termination and the denominator of which is
365;
c. a lump sum benefit from the SERP determined under the revised ▇▇▇▇▇▇
Special Appendix attached hereto as Exhibit A, and
5. All of Employee's Tenneco restricted stock will be vested and all of his
performance shares will be deemed earned.
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6. Employee hereby releases and covenants not to ▇▇▇ Tenneco or any of its
affiliates with respect to his employment or the termination thereof.
SIGNATURES
Sincerely,
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President, Human Resources
APPROVED BY:
Date: 4/8/99 /s/ ▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇
Chairman and Chief Executive Officer
AGREED AND ACCEPTED:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Date: 4/12/99
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▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ SPECIAL APPENDIX
TO THE
TENNECO INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN ("PLAN")
This Special Appendix sets forth certain special provisions of the Plan
with respect to the benefits of ▇▇▇▇ ▇. ▇▇▇▇▇▇ ("▇▇▇▇▇▇").
The aggregate monthly pension benefits to which ▇▇▇▇▇▇ shall be entitled
under the TRP, the Plan and this Special Appendix shall be no less than the
amount to which ▇▇▇▇▇▇ would have been entitled if ▇▇▇▇▇▇'▇ coverage under
International Paper defined benefit plans in effect as of December 3, 1993 had
continued from his date of hire with International Paper through October 21,
2002; provided, that (i) assumed final three-year average pay shall be
substituted for final five-year average pay; (ii) the Social Security offset
shall be disregarded; (iii) he shall be deemed to have attained age 55 except
that he shall be deemed to have attained age 58 for purposes of determining
early retirement reduction factors; and (iv) adjustment for TRP benefits shall
be determined by subtracting TRP normal retirement benefit from the
International Paper normal retirement benefit prior to applying early
retirement and other factors.
If ▇▇▇▇▇▇ dies before commencing to receive the benefits described
hereunder, his beneficiary will receive a death benefit which is the present
value of the benefits which he has accrued hereunder as of the date of his
death.
