0001193125-13-229440 Sample Contracts

TENNECO INC. 2006 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • May 21st, 2013 • 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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TENNECO INC. 2006 LONG-TERM INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (Employees — 7 Year Term)
Non-Qualified Stock Option Award Agreement • May 21st, 2013 • Tenneco Inc • Motor vehicle parts & accessories • Illinois

Effective as of (the “Grant Date”), the Participant has been granted an Option under the Tenneco Inc. 2006 Long-Term Incentive Plan (the “Plan”) with respect to shares of Common Stock (the “Option Shares”) at an Exercise Price of $ . The Option is intended to be a non-qualified stock option (“NQO”). 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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