Stock Ownership Plan

EXHIBIT 10.10


TENNECO AUTOMOTIVE INC.
STOCK OWNERSHIP PLAN


1. Purpose


The purpose of the Tenneco Automotive Stock Ownership Plan (the "Plan") is to promote the long-term success of Tenneco Automotive Inc., formerly known as Tenneco Inc. (the "Company") for the benefit of shareholders by encouraging its directors, officers and key employees to have meaningful investments in the Company so that, as stockholders themselves, those individuals will be more likely to represent the views and interest of other stockholders and by providing incentives to such directors, officers and key employees for continued service. The Company believes that the possibility of participation under the Plan will provide this group of directors, officers and employees an incentive to perform more effectively and will assist the Company in attracting and retaining people of outstanding training, experience and ability. This document amends and restates the 1996 Tenneco Inc. Stock Ownership Plan effective December 1, 1999.


2. Definitions


"Automotive Company" means the Company and any stock corporation of which a majority of the voting common or capital stock is owned directly or indirectly by the Company and any other company designated as such by the Committee, but only during the period of such ownership or designation.


"Award" means an award or grant made to a Participant under Section 8.


"Award Agreement" means the agreement provided in connection with an Award under Section 12.


"Award Date" means the date that an Award is made, as specified in an Award Agreement.


"Code" means the Internal Revenue Code of 1986, as amended, or any successor legislation.


"Committee" means the Compensation / Nominating / Governance Committee of the Board of Directors of the Company, or any successor committee thereto.


"Common Stock" means the Company's common stock.


"Covered Employees" shall have the meaning specified in Section 162(m)(3) of the Code.


"Dividend Equivalent" means an amount equal to the amount of the cash dividends that are declared and become payable after the Award Date for the Award to which it relates and on or before the Settlement Date for such Award.


"Fair Market Value" on any date means the average of the highest and the lowest sales prices of a share of Common Stock on the Composite Tape for such date, as reported by the National Quotation Bureau Incorporated, provided that if (i) no sales of Common Stock are included on the Composite Tape for such date, or (ii) in the opinion of the Committee, the sales of Common Stock on such date are insufficient to constitute a representative market, then the


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Fair Market Value of a share of Common Stock on such date shall be deemed to be the average of the highest and lowest prices of a share of Common Stock as reported on said Composite Tape for the next preceding day on which (x) sales of Common Stock are included and (y) the circumstances described in this clause (ii) do not exist.


"ISO" means any Stock Option designated in an Award Agreement as an "Incentive Stock Option" within the meaning of Section 422 of the Code.


"Non-Qualified Stock Option" means any Stock Option that is not an ISO.


"Option Price" means the purchase price of one share of Common Stock under a Stock Option.


"Participant" means a director, employee or officer of an Automotive Company who has been selected by the Committee to receive an Award under the Plan.


"Performance Unit" means an Award denominated in cash, the amount of which may be based on the performance of the Participant, of an Automotive Company or of any subsidiary or division thereof.


"Reload Stock Option" means a Stock Option (i) that is awarded, either automatically in accordance with the terms of an Award Agreement in which one or more other Awards are made or by separate Award, upon the exercise of a Stock Option granted under this Plan or otherwise where the Option Price is paid by the option holder by delivery of shares of Common Stock on the Settlement Date for such exercise and (ii) that entitles such holder to purchase the number of shares so delivered for an Option Price equal to the Fair Market Value of a share of Common Stock on such Settlement Date.


"Restricted Stock" means shares of Common Stock subject to restrictions and conditions pursuant to Section 8(c).


"Settlement Date" means, (i) with respect to any Stock Option that has been exercised in whole or in part, the date or dates upon which shares of Common Stock are to be delivered to the Participant and the Option Price therefor paid, (ii) with respect to any SARs that have been exercised, the date or dates upon which a cash payment is to be made to the Participant, or in the case of SARs that are to be settled in shares of Common Stock, the date or dates upon which such shares are to be delivered to the Participant, (iii) with respect to Performance Units, the date or dates upon which cash or shares of Common Stock are to be delivered to the Participant, (iv) with respect to Dividend Equivalents, the date upon which payment thereof is to be made, and (v) with respect to Stock Equivalent Units, the date upon which payment thereof is to be made, in each case, determined in accordance with the terms of the Award Agreement under which any Award was made.


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"Stock Appreciation Right" or "SAR" means an Award that entitles the Participant to receive on the Settlement Date an amount equal to the excess of


(i) the Fair Market Value of one share of Common Stock on the date of
exercise of the SAR over


(ii) the Fair Market Value of one share of Common Stock on the Award
Date or any other higher amount specified in the Award Agreement.


"Stock Equivalent Unit" means an Award that entitles the Participant to receive on the Settlement Date an amount equal to the Fair Market Value of one share of Common Stock on such date.


"Stock Option" or "Option" means any right to purchase shares of Common Stock (including a Reload Stock Option) awarded pursuant to Section 8(a).


3. Term


The Plan shall be effective as of October 8, 1996 and shall remain in effect through December 31, 2001. After termination of the Plan, no further Awards may be granted other than Reload Stock Options granted in accordance with Award Agreements existing as of the termination of the Plan, but outstanding Awards shall remain effective in accordance with their terms and the terms of the Plan.


4. Plan Administration


(a) The Committee shall be responsible for administering the Plan.


(i) Composition of the Committee. The Committee shall be comprised
of two or more members of the Board of Directors, all of whom shall be
"non-employee directors" as defined in Rule 16b-3 and "outside
directors" as that term is used in Section 162 of the Code and the
regulations promulgated thereunder.


(ii) Powers. The Committee shall have full and exclusive
discretionary power to interpret the Plan and to determine eligibility
for benefits and to adopt such rules, regulations and guidelines for
administering the Plan as the Committee may deem necessary or proper.
Such power shall include, but not be limited to, selecting Award
recipients, establishing all Award terms and conditions and, subject to
Section 13, adopting modifications and amendments to the Plan or any
Award Agreement, including without limitation, any that are necessary
to comply with the laws of the countries in which the Company or its
affiliates operate.


(iii) Delegation. The Committee may delegate to one more of its
members or to one or more agents or advisors such non-discretionary
administrative duties as it may deem advisable, and the Committee or
any person to whom it has delegated duties as aforesaid may employ one
or more persons to render advice with respect to any responsibility the
Committee or such persons may have under the Plan.


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(b) The Committee may employee attorneys, consultants, accountants and other persons, and the Committee, the Company and its officers and directors shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Participants, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination, or interpretation made in good faith with respect to the Plan or Awards, and all members of the Committee shall be fully protected by the Company, to the fullest extent permitted by applicable law, in respect to any such action, determination and interpretation.


5. Eligibility


Awards will be limited to persons who are directors, officers, or key employees of the Automotive Companies. In determining the persons to whom Awards shall be made, the Committee shall, in its discretion, take into account the nature of the person's duties, past and potential contributions to the success of the Automotive Companies and such other factors as the Committee shall deem relevant in connect ...