0001024725-20-000004 Sample Contracts

CASH RETENTION AGREEMENT
Cash Retention Agreement • March 2nd, 2020 • Tenneco Inc • Motor vehicle parts & accessories • Illinois

This CASH RETENTION AGREEMENT (this “Agreement”), dated as of November 13, 2019 (the “Effective Date”), is by and between Tenneco Inc. (“Tenneco” together with its subsidiaries and affiliates, the “Company Group”), and Peng Guo (the “Executive”).

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TENNECO INC. 2006 LONG-TERM INCENTIVE PLAN CASH-SETTLED RESTRICTED STOCK UNIT AWARD AGREEMENT
Award Agreement • March 2nd, 2020 • Tenneco Inc • Motor vehicle parts & accessories • Illinois

Effective as of [Grant Date] (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 [Number of Awards Granted] cash-settled restricted stock units (“Restricted Stock Units”), where each vested Restricted Stock Unit shall have a value equal to the Fair Market Value of one share of Common Stock on the applicable Settlement Date (as defined 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.

TENNECO INC. 2006 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • March 2nd, 2020 • Tenneco Inc • Motor vehicle parts & accessories • Illinois

Effective as of [Grant Date] (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 restricted stock units with respect to [Number of Awards Granted] shares of Common Stock (“Restricted Stock Units”). 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.

TENNECO INC. CASH-SETTLED LONG-TERM PERFORMANCE UNIT AWARD AGREEMENT (2020-2022 Performance Period)
Term Performance Unit Award Agreement • March 2nd, 2020 • Tenneco Inc • Motor vehicle parts & accessories • Illinois

Effective as of [Grant Date] (the “Grant Date”), the Participant has been granted a Cash Incentive Award (the “Award”) under the Tenneco Inc. 2006 Long-Term Incentive Plan (the “Plan”). 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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