0001024725-16-000041 Sample Contracts

TENNECO INC. THREE YEAR LONG TERM PERFORMANCE UNIT AWARD AGREEMENT (______- ______Performance Period)
Long Term Performance Unit Award Agreement • November 4th, 2016 • Tenneco Inc • Motor vehicle parts & accessories • Illinois
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RE: Amendment to Outstanding Restricted Stock and Long Term Performance Unit (“LTPU”) Award Agreements
Amendment to Outstanding Restricted Stock and Long Term Performance Unit Award Agreements • November 4th, 2016 • Tenneco Inc • Motor vehicle parts & accessories

You are receiving this notice because you are the holder of Restricted Stock Awards and/or LTPU Awards granted under the Tenneco Inc. 2006 Long-Term Incentive Plan (the “LTIP”). Recently, there were some changes in the accounting rules applicable to equity-based compensation that permitted us to amend the LTIP and outstanding awards to make the tax withholding provisions more flexible for participants.

RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • November 4th, 2016 • Tenneco Inc • Motor vehicle parts & accessories • Illinois

Effective as of ______________ (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 ______ 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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