0001024725-19-000004 Sample Contracts

TENNECO INC. PERFORMANCE SHARE UNIT AWARD AGREEMENT (______-______Performance Period)
Performance Share Unit Award Agreement • March 18th, 2019 • Tenneco Inc • Motor vehicle parts & accessories • Illinois

Effective as of [Grant Date] (the “Grant Date”), the Participant has been granted a Full Value Award (the “Award”) under the Tenneco Inc. 2006 Long-Term Incentive Plan (the “Plan”) in the form of performance share units (“PSUs”) with respect to the number of shares of Common Stock (“Target PSUs”) set forth herein. The Award is 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 has been and 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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FEDERAL-MOGUL LLC POWERTRAIN SEGMENT LTIP AWARD AGREEMENT For the Period January 1, 2017 – December 31, 2019
Ltip Award Agreement • March 18th, 2019 • Tenneco Inc • Motor vehicle parts & accessories • New York

THIS LTIP AWARD AGREEMENT (the “Agreement”) is made by and between Federal-Mogul LLC (Powertrain segment), a Delaware corporation (the “Company”), and [Name], an officer or employee of the Company or a subsidiary of the Company (the “Participant”) effective as of January 1, 2017.

TENNECO INC. 2006 LONG-TERM INCENTIVE PLAN SPECIAL RESTRICTED STOCK UNIT AND CASH INCENTIVE AWARD AGREEMENT
Incentive Award Agreement • March 18th, 2019 • Tenneco Inc • Motor vehicle parts & accessories • Illinois

Effective as of December 10, 2018 (the “Grant Date”), the Participant has been granted (a) a Full Value Award under the Tenneco Inc. 2006 Long-Term Incentive Plan (the “Plan”) in the form of restricted stock units with respect to 23,020 shares of Common Stock (“Restricted Stock Units”) and (b) a Cash Incentive Award under the Plan in an amount equal to $250,000 (the “Cash Incentive Award”). The Award is 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 has been and 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. The term “Award” as referred to herein includes both the Full Value Award and the Cash Incentive Award.

FEDERAL-MOGUL LLC MOTORPARTS SEGMENT LTIP AWARD AGREEMENT For the Period January 1, 2017 – December 31, 2019
Ltip Award Agreement • March 18th, 2019 • Tenneco Inc • Motor vehicle parts & accessories • New York

THIS LTIP AWARD AGREEMENT (the “Agreement”) is made by and between Federal-Mogul LLC (Motorparts segment), a Delaware corporation (the “Company”), and [Name], an officer or employee of the Company or a subsidiary of the Company (the “Participant”) effective as of January 1, 2017.

LTIP AWARD AGREEMENT
Ltip Award Agreement • March 18th, 2019 • Tenneco Inc • Motor vehicle parts & accessories • New York

THIS LTIP AWARD AGREEMENT (the “Agreement”) is made by and between Federal-Mogul LLC (Motorparts segment), a Delaware corporation (the “Company”), and [●], an officer or employee of the Company or a subsidiary of the Company (the “Participant”) effective as of January 1, 2018.

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