0001024725-15-000005 Sample Contracts

RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • February 25th, 2015 • Tenneco Inc • Motor vehicle parts & accessories • Illinois

Effective as of January 14, 2015 (the “Grant Date”), the Participant has been granted a Full Value Award under the Tenneco Inc. 2006 Long-Term Incentive Plan (the “Plan”) in the form of shares of restricted stock with respect to 83,474 shares of Common Stock (“Restricted Shares”). The Award shall be subject to the following terms and conditions (sometimes referred to as this “Award Agreement”) and the terms and conditions of the Plan as the same may be amended from time to time. Terms used in this Award Agreement are defined elsewhere in this Award Agreement; provided, however, that, capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Plan.

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RETIREMENT AGREEMENT AND GENERAL RELEASE
Retirement Agreement • February 25th, 2015 • Tenneco Inc • Motor vehicle parts & accessories • Illinois

The parties to this Retirement Agreement and General Release, (the “Agreement”), entered into this 30th day of December 2014 are Hari Nair (“Employee”), Tenneco Automotive Operating Company Inc. (“Tenneco” or “Employer”), a Delaware corporation and a subsidiary corporation of Tenneco Inc., and Tenneco Inc., collectively referred to as the “Parties.” References to the employment agreement by and between Employee and Tenneco, Inc., dated June 1, 2001, as amended on June 5, 2007 and December 2008, shall be referred to herein as the “Employment Agreement.”

AGREEMENT AND GENERAL RELEASE
Agreement and General Release • February 25th, 2015 • Tenneco Inc • Motor vehicle parts & accessories • Illinois

The parties to this Agreement and General Release, (the "Agreement"), entered into this 3rd day of December, 2014 are Neal A. Yanos ("Employee") and Tenneco Automotive Operating Company Inc. ("Tenneco" or “Employer”), a Delaware corporation and a subsidiary corporation of Tenneco Inc., sometimes referred to collectively as the "parties."

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