UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 8-K
Current Report
Pursuant To Section 13 or 15(d) of the
Securities Exchange Act of 1934
------------------------
Date of Report (Date of earliest event reported): March 6, 2007
TENNECO INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-12387 76-0515284
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
500 NORTH FIELD DRIVE, LAKE FOREST, ILLINOIS 60045
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (847) 482-5000
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On March 6, 2007, the Compensation/Nominating/Governance Committee of the
Board of Directors approved a new stock equivalent unit award program for the
company's senior management. The program was adopted under the company's 2006
Long-Term Incentive Plan.
In general, stock equivalent unit awards granted under the program will be
earned and payable after the end of a three-year performance period that begins
with the year in which the grant is made. Initially, there will be two phase-in
awards, one for 2007 and one for 2008, where the awards granted will be earned
and payable after the end of a one-year performance period. The number of units
earned will be determined based on the company's level of total stockholder
return over the relevant performance period. The stock equivalent units will be
payable in cash in an amount equal to the number of units earned under the
applicable award multiplied by the value of a share of common stock at the time
of payment (based on the average closing price for the company's common stock
during the 10 days following the release of the company's annual earnings).
In connection with the approval of this program, on March 6 awards of stock
equivalent units in the following amounts were granted to the company's named
executive officers:
2007-2009 AWARD 2007 "PHASE-IN" AWARD
--------------- ---------------------
Gregg Sherrill 28,000 28,000
Kenneth Trammell 11,200 11,200
Hari Nair 11,200 11,200
Neal Yanos 7 ,360 7,360
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TENNECO INC.
Date: March 12, 2007 By: /s/ J. Jeffrey Zimmerman
--------------------------------
J. Jeffrey Zimmerman
Vice President and Secretary