December 30, 2014 12924 N. Cobblestone Court Mequon, WI 53097 Dear Brian: (February 25th, 2015)
I am pleased to provide for your consideration this letter offering employment to be Chief Operating Officer of Tenneco Inc.
TENNECO INC. EXCESS BENEFIT PLAN (As Amended and Restated Effective as of January 1, 2007) (February 27th, 2009)
Code Section 409a Amendment to Letter Agreement (February 27th, 2009)
THIS CODE SECTION 409A AMENDMENT (the Amendment) is made this day of December, 2008 by and between Tenneco Inc. (the Company) and Gregg Sherrill (the Employee).
Name Current Salary 2007 Target Bonus ---- -------------- ----------------- Gregg Sherrill $950,000 $950,000 Hari N. Nair $625,000 $468,750 Kenneth R. Trammell $500,000 $350,000 Neal A. Yanos $388,125 $232,875 Timothy E. Jackson $393,300 $235,980 (February 29th, 2008)
Summary of 2007 Named Executive Officer Compensation (March 1st, 2007)
The table below shows the current annual salary and 2007 target bonus under the Tenneco Inc. Value Added (TAVA) Incentive Plan for the Companys Chief Executive Officer, the Companys Chief Financial Officer and each of the next three most highly compensated officers of the Company other than the Chief Executive Officer or Chief Financial Officer (based on compensation received during 2006).
Tenneco Inc. Restricted Stock Award Agreement (March 1st, 2007)
You are hereby granted an Award (the Award) of 125,000 shares of Common Stock of Tenneco Inc. (Shares) as of January 15, 2007 (Grant Date). The Restricted Period applicable to this Award begins on the Grant Date and ends (i) as to the first one-third of the Shares, on the first anniversary of the Grant Date, (ii) as to the second one-third of the Shares, on the second anniversary of the Grant Date and (iii) as to the remaining one-third of the Shares, on the third anniversary of the Grant Date. As used herein the term Restricted Shares means any Shares subject to this Award and for which the Restricted Period remains in effect.
Contract (January 16th, 2007)
[TENNECO INC. LETTERHEAD] PERSONAL AND CONFIDENTIAL Gregg Sherrill 2010 E. Windsor Place, #E Milwaukee, WI 532021 Dear Gregg:: Per our conversations, Tenneco Inc. (the "Company"), as a condition to your employment as Chairman and Chief Executive Officer of the Company, has requested that you agree as follows: 1. Non-Competition You agree that for a period of one year after the termination of active employment by the Company and its subsidiaries and affiliates, you shall not, except as permitted by the Company's prior written consent, in any capacity in which Confidential Information or Trade Secrets of the Company would reasonably be regarded as useful, engage in, be employed by, or in any way advise or act for any business which is a competitor of the Company or any of its subsidiaries or affiliates with respect to any of the products or services provided by the Company or any of its subsidiaries or affiliates and within the national and international geographic markets served
Contract (January 5th, 2007)
Exhibit 99.2 PERSONAL AND CONFIDENTIAL Gregg Sherrill 2010 E. Windsor Place, #E Milwaukee, WI 53202 Dear Gregg: On behalf of the Board of Directors of Tenneco Inc. (the "Company"), I am pleased to set forth and confirm the terms and conditions of your employment as Chairman and Chief Executive Officer of the Company; 1. Term. Your employment will commence as of January 15, 2007. You will report to and serve at the pleasure of the Board of Directors of the Company (the "Board"). 2. 2007 Cash Compensation. For 2007, you will be paid an annual base salary of $875,000 and will be eligible for an annual performance bonus, with a target bonus of $875,000, subject to fulfillment of applicable performance goals. 3. 2007 Equity Awards. For 2007, you will receive the following awards under the Company's 2006 Long-Term Incentive Plan: (i) 100,000 non-qualified stock options with a seven year term, (ii) 55,000 shares of restricted stock and (i