ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
On January 7, 2020, the Board of Directors (the "Board") of Tenneco Inc. (the
"Company") announced that Brian J. Kesseler will serve as the sole Chief
Executive Officer of the Company. The Company announced that Roger J. Wood will
no longer serve as the Company's Co-Chief Executive Officer and is resigning
from the Board, effective immediately. As a result, the size of the Board has
been reduced to 10 directors.
In addition, the Company intends to enter into a separation agreement with
Mr. Wood, pursuant to which he will be entitled to receive those benefits to
which he was entitled pursuant to his offer letter from the Company, dated
July 20, 2018, subject to a customary release and such other documents as the
Company may reasonably request, including (i) accrued wages and unused vacation
through his termination date; (ii) two (2) times the sum of his base salary and
target bonus for 2020, paid in a lump sum within 60 days; and (iii) a cash
payment equal to the employer portion of his medical coverage for one year,
payable in a lump sum within 60 days.
A copy of the Company's press release announcing Mr. Wood's departure is filed
as Exhibit 99.1 and incorporated by reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit
No. Description
99.1 Press Release issued January 7, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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