exv10w61






Exhibit 10.61




TENNECO INC. CHANGE IN CONTROL

SEVERANCE BENEFIT PLAN FOR KEY EXECUTIVES

As Amended and Restated Effective December 12, 2007

(the “Plan”)




     The Plan as established by Tenneco Inc., a Delaware corporation, effective on November 4,
1999, has been amended and restated and renamed effective December 12, 2007 (the “Effective Date”).
The purpose of the Plan is to induce key employees to enter into, or continue their services or
employment with, and to steadfastly serve the Company if and when a Change in Control (as defined
below) is threatened, despite attendant career uncertainties, by committing the Company to provide
severance benefits in the event their employment terminates as a result of a Change in Control.




	1.	 	Definitions






	 	A.	 	“Change in Control” means any of the following events (but no event other
than one of the following events):






	 	(1)	 	any person, alone or together with any of its affiliates or
associates, becomes the beneficial owner, directly or indirectly, of
securities of the Company representing twenty percent (20%) or more of either
the Company’s then outstanding shares of common stock or the combined voting
power of the Company’s then outstanding securities having general voting
rights; provided, however, that, notwithstanding the foregoing, a Change in
Control shall not be deemed to occur pursuant to this clause (1) solely
because the requisite percentage of either the Company’s then outstanding
shares of common stock or the combined voting power of the Company’s then
outstanding securities having general voting rights is acquired by one or more
employee benefit plans maintained by one or more Tenneco Companies; or
	 
	 	(2)	 	members of the Incumbent Board cease to constitute a majority
of the Company Board; or
	 
	 	(3)	 	the consummation of any plan of merger, consolidation, share
exchange or combination between the Company and any person, including without
limitation becoming a subsidiary of any other person, or the consummation of
any sale, exchange or other disposition of all or substantially all of the
Company’s assets (any such transaction, a “Business Combination”) without all
or substantially all of the persons who are the beneficial owners of the then
outstanding shares of the common stock of the Company (“Outstanding Common
Stock”) or of the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of
directors (the “Outstanding Voting




 









 






	 	 	 	Securities”) immediately prior to such Business Combination constituting
the beneficial owners, directly or indirectly, of fifty percent (50%) or
more of, respectively, the outstanding shares of common stock and the
combined voting power of the outstanding voting securities entitled to
vote generally in the election of directors, as the case may be, of the
entity resulting from such Business Combination (including, without
limitation, an entity which as a result of such transaction owns the
Company or all or substantially all of the Company’s assets either
directly or through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such Business
Combination, of the Outstanding Common Stock and the Outstanding Voting
Securities, as the case may be; or
	 
	 	(4)	 	the Company’s stockholders approve a plan of complete
liquidation or dissolution of the Company.






	 	B.	 	“Committee” means the Compensation/Nominating/Governance Committee of the
Company Board or any successor thereto.
	 
	 	C.	 	“Company” means Tenneco Inc., a Delaware corporation, and any successors
thereto as provided in Section 11.
	 
	 	D.	 	“Company Board” means the Board of Directors of the Company.
	 
	 	E.	 	“Competing Business” means any business or activity that (1) competes with
any Tenneco Company for which the Key Executive performed services or the Key
Executive was involved in for the purposes of making strategic or other material
business decisions and involves (2) (a) the same or substantially similar types of
products or services (individually or collectively) manufactured, marketed or sold by
any Tenneco Company during the term of such Key Executive’s employment with the
Tenneco Companies or (b) products or services so similar in nature to that of any
Tenneco Company during the term of such Key Executive’s employment with the Tenneco
Companies (or that any Tenneco Company will soon thereafter offer) that they would be
reasonably likely to displace substantial business opportunities or customers of the
Tenneco Companies.
	 
	 	F.	 	“Confidential Information” means Trade Secrets as well as information
acquired by the Key Executive in the course and scope of his or her activities during
such Key Executive’s employment with the Tenneco Companies, including information
acquired from third parties, that:






	 	(1)	 	is not generally known or disseminated outside the Tenneco
Companies (such as non-public information);




2









 






	 	(2)	 	is designated or marked by any Tenneco Company as
“confidential” or reasonably should be considered confidential or proprietary;
or
	 
	 	(3)	 	any Tenneco Company indicates through its policies,
procedures, or other instructions should not be disclosed to anyone outside
the Tenneco Companies.






	 	 	 	Without limiting the foregoing definitions, some examples of Confidential
Information under the Plan include:






	 	(1)	 	matters of a technical nature, such as scientific, trade or
engineering secrets, “know-how”, formulae, secret processes, inventions, and
research and development plans or projects regarding existing and prospective
customers and products or services;
	 
	 	(2)	 	information about costs, profits, markets, sales, customer
lists, customer needs, customer preferences and customer purchasing histories,
supplier lists, internal financial data, personnel evaluations, non-public
information about automotive devices or products of any Tenneco Company
(including future plans about them), information and material provided by
third parties in confidence and/or with nondisclosure restrictions, computer
access passwords, and internal market studies or surveys; and
	 
	 	(3)	 	any other information or matters of a similar nature.






	 	G.	 	“Constructive Termination” will be deemed to have occurred if, upon or
following the Change in Control, a Key Executive separates from service with all
Tenneco Companies after the Tenneco Companies, by action or inaction, and without the
Key Executive’s express prior written consent:






	 	(1)	 	materially diminish in any manner the Key Executive’s status,
position, duties or responsibilities with the Tenneco Companies from those in
effect immediately prior to the Change in Control (without limiting the
generality of the foregoing, for purposes of this clause (1) a material
diminution will be deemed to have occurred if the Key Executive does not
maintain the same or greater status, position, duties and responsibilities
with the ultimate parent corporation of a controlled group of corporations of
which the Company is a member upon consummation of the transaction or
transactions constituting the Change in Control);
	 
	 	(2)	 	materially reduce the Key Executive’s then current annual
cash compensation from the Tenneco Companies below the sum of (a) the Key
Executive’s annual base salary or annual base compensation from the Tenneco
Companies in effect immediately




3









 






	 	 	 	prior to the Change in Control and (b) the Key Executive’s targeted annual
award under the Executive Incentive Compensation Plan for the calendar
year completed immediately prior to the Change in Control; provided,
however, a material reduction for purposes of this clause (2) shall not be
deemed to have occurred if the Key Executive’s then current annual cash
compensation is reduced as part of an overall cost reduction program that
affects all senior executives of the Tenneco Company and does not
disproportionately affect the Key Executive;
	 
	 	(3)	 	cause a material reduction in (a) the level of aggregate
Tenneco Companies-paid medical benefit, life insurance and disability plan
coverages; or (b) the aggregate rate of Tenneco Companies-paid thrift/savings
plan contributions and of Tenneco Companies-paid defined benefit retirement
plan benefit accrual, from those coverages and rates in effect immediately
prior to the Change in Control; provided, however, a material reduction for
purposes of this clause (3) shall not be deemed to have occurred if a
reduction as described in subclause (a) or (b) occurs as part of an overall
cost reduction program that affects all senior executives of the Tenneco
Company and does not disproportionately affect the Key Executive;
	 
	 	(4)	 	effectively require the Key Executive to relocate because of
a transfer of the Key Executive’s place of employment with the Tenneco
Companies from the place where the Key Executive was employed immediately
prior to the Change in Control (for purposes of the foregoing, a transfer of
place of employment shall be deemed to require a Key Executive to relocate if
such transfer is greater than 50 miles from the place where the Key Executive
was employed immediately prior to the Change in Control); or
	 
	 	(5)	 	materially breach any provision of the Plan.






	 	 	 	A Constructive Termination will be deemed to have occurred for all Key Executives
if any successor to the Company in a Business Combination described in Section
1(A)(3) above constituting a Change in Control fails to assume, in writing, all of
the Company’s obligations under the Plan promptly upon consummation of such Change
in Control.
	 
	 	 	 	Notwithstanding anything to the contrary in this Section 1(G), a Constructive
Termination will not be deemed to have occurred unless the Key Executive delivers
to the Company a written notice of the existence of a condition described in this
Section 1(G) within 90 days after the Key Executive has actual knowledge of the
existence of such condition, and the Key Executive does not terminate his
employment due to Constructive Termination until the Key Executive has given the
Company at least 30




4









 






	 	 	 	days in which to cure the condition set forth in the written notice and if such
condition is not cured by the 30th day, the Key Executive’s employment shall
terminate on such date.
	 
	 	 	 	In addition, a determination that a Key Executive has been Constructively
Terminated for purposes of eligibility for benefits under this Plan shall be based
solely on the criteria set forth in this Section 1(G) and the Key Executive’s
eligibility or application for, or receipt of, any retirement benefits from any
Tenneco Company following separation from service shall have no bearing on such
determination.






	 	H.	 	“Disability” shall mean the permanent and total disability as determined
under the rules and guidelines established by a Tenneco Company in order to qualify
for long-term disability coverage under the Tenneco Company’s long-term disability
plan in effect at the time.
	 
	 	I.	 	“Discharge for Cause” shall be deemed to have occurred only if, following the
Change in Control, a Key Executive is discharged by any of the Tenneco Companies from
employment because:






	 	(1)	 	the Key Executive has engaged in serious misconduct or
willfully or materially violated, or willfully or materially failed to comply
with, the Company’s Corporate Compliance Policies or Statement of Business
Principles in his or her capacity as an employee of any of the Tenneco
Companies; or
	 
	 	(2)	 	the Key Executive has willfully and continually failed
(unless due to incapacity resulting from physical or mental illness) to
substantially perform the duties of his or her employment by any of the
Tenneco Companies after written demand for substantial performance is
delivered to the Key Executive by any of the Tenneco Companies specifically
identifying the manner in which the Key Executive has not substantially
performed such duties.






	 	 	 	Notwithstanding the foregoing, a Key Executive who, immediately prior to the Change
in Control, is a member of Executive Group I or II shall not be deemed to have been
Discharged for Cause unless a written notice has been delivered to the Key
Executive stating that the Tenneco Companies have terminated the Key Executive’s
employment, which notice shall include a resolution, adopted by at least a
three-quarter’s vote of the Incumbent Board (after the Key Executive has been
provided with reasonable notice and an opportunity, together with counsel, for a
hearing before the entire Incumbent Board), finding that the Key Executive has
engaged in the conduct set forth in clause (1) or (2) of the preceding sentence.




5









 












	 	J.	 	“Executive Group I,” from and after the Effective Date, shall consist of the
Chief Executive Officer of the Company.
	 
	 	K.	 	“Executive Group II,” from and after the Effective Date, shall consist of
each individual,






	 	(1)	 	who is not a member of Executive Group I, and
	 
	 	(2)	 	who, immediately prior to the Change in Control, is an
employee of a Tenneco Company who reports directly to the Chief Executive
Officer of the Company and is in an executive salary grade of 6 or higher.






	 	L.	 	“Executive Group III,” from and after the Effective Date, shall consist of
each individual,






	 	(1)	 	who is not a member of Executive Group I or II, and
	 
	 	(2)	 	who, immediately prior to the Change in Control, is an
employee of a Tenneco Company who is critical to the negotiation or
consummation of a corporate transaction and who has been designated by the
Chief Executive Officer of the Company, in writing before the Change in
Control, with the approval of the Committee, as a member of Executive Group
III. In no event shall Executive Group III contain more than ten (10)
members.






	 	M.	 	“Executive Incentive Compensation Plan” means the Tenneco Inc. Value Added
Incentive Compensation Plan and any successor thereto.
	 
	 	N.	 	“Incumbent Board” means






	 	(1)	 	the members of the Company Board on the Effective Date, to
the extent that they continue to serve as members of the Company Board; and
	 
	 	(2)	 	any individual who becomes a member of the Company Board
after the Effective Date, (a) upon the death or disability or retirement of,
and as the successor to or replacement for, a member of the Company Board or
(b) if his or her election or nomination for election as a director is
approved by a vote of at least a majority of the then Incumbent Board, except
that a director whose initial assumption of office is in connection with an
actual or threatened election contest, including but not limited to a consent
solicitation, relating to the election of directors of the Company shall not
be considered a member of the Incumbent Board for purposes of this subclause
(b).




6









 












	 	O.	 	“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended.
	 
	 	P.	 	“Key Executive” means an individual who, immediately prior to the Change in
Control, is a member of Executive Group I, Executive Group II, or Executive Group III.
	 
	 	Q.	 	“Prohibited Area” means countries in North America and Europe, Brazil,
Mexico, China, Russia and India, all of which are the geographic areas in which the
Tenneco Companies conduct a preponderance of their business and in which the Key
Executive provides substantive services to the benefit of the Tenneco Companies.
	 
	 	R.	 	“Section 409A” means Section 409A of the Internal Revenue Code and
regulations promulgated thereunder (and any similar or successor federal or state
statute or regulations).
	 
	 	S.	 	“Stock Plans” means the 1996 Tenneco Inc. Stock Ownership Plan, the Tenneco
Automotive Inc. Stock Ownership Plan, the Tenneco Automotive Inc. 2002 Long-Term
Incentive Plan, the Tenneco Inc. 2006 Long-Term Incentive Plan and any other
equity-based or stock-based plan, program or arrangement of a Tenneco Company, and any
successors thereto.
	 
	 	T.	 	“Tenneco Company” and “Tenneco Companies” mean the Company and any stock
corporation of which a majority of the voting common or capital stock is owned
directly or indirectly by the Company.
	 
	 	U.	 	“Threatened Change in Control” means (1) any publicly disclosed proposal,
offer, actual or proposed purchase of stock or other action which, if consummated,
would, in the opinion of the Incumbent Board, constitute a Change in Control,
including the Company entering into an agreement, the consummation of which would
result in a Change in Control or (2) the adoption of a resolution by the Incumbent
Board that a Threatened Change in Control has occurred.
	 
	 	V.	 	“Threatened Change in Control Period” means the period beginning on the date
a Threatened Change in Control occurs and ending on the earlier of (1) the date the
proposal, offer, actual or proposed purchase of stock or other action is formally
withdrawn or the Incumbent Board has determined that the circumstances which
constituted the Threatened Change in Control no longer exist or (2) the date a Change
in Control occurs.
	 
	 	W.	 	“Trade Secrets” mean information of special value, not generally known to the
public that any Tenneco Company has taken steps to maintain as secret from persons
other than those selected by any Tenneco Company.






	 	 	For purposes of the definitions in Section 1 and the Plan, the terms “associate,”
“affiliate,” “person,” and “beneficial owner” shall have the respective meanings




7









 






	 	 	set forth in Sections 3(a) and 13(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and the regulations promulgated thereunder, and the regulations
promulgated under Section 12 of the Exchange Act. For purposes of the Plan, the terms
“separation,” “separation from service,” termination” and “termination of employment,” and
variations thereof, as used in the Plan, are intended to mean a separation from service or
termination of employment that constitutes a “separation from service” under Section 409A.






	2.	 	Eligibility for Benefits.






	 	 	If (i) within two years after a Change in Control, a Key Executive is separated from
service as an employee with the Tenneco Companies (a) because the Key Executive is
discharged by the Tenneco Companies, provided that such discharge is not a Discharge for
Cause nor a discharge due to the death or Disability of the Key Executive, or (b) because
of Constructive Termination, and (ii) throughout the period beginning with the Change in
Control and ending with such separation from service with the Tenneco Companies, the Key
Executive remains an employee of the Tenneco Companies, such Key Executive shall be
entitled to receive the benefits described in Sections 3 and 5 below, payable in accordance
with Section 4 below to the extent applicable.






	3.	 	Severance Benefits.






	 	A.	 	If the Key Executive is a member of Executive Group I immediately prior to
the Change in Control – a cash amount equal to three times the sum of (a) the Key
Executive’s annual base salary in effect immediately prior to the Change in Control,
plus (b) the Key Executive’s targeted annual award under the Executive Incentive
Compensation Plan as in effect immediately prior to the Change in Control.
	 
	 	B.	 	If the Key Executive is a member of Executive Group II immediately prior to
the Change in Control – a cash amount equal to two times the sum of (a) the Key
Executive’s annual base salary in effect immediately prior to the Change in Control,
plus (b) the Key Executive’s targeted annual award under the Executive Incentive
Compensation Plan as in effect immediately prior to the Change in Control.
	 
	 	C.	 	If the Key Executive is a member of Executive Group III immediately prior to
the Change in Control –– a cash amount equal to one times the sum of (a) the Key
Executive’s annual base salary in effect immediately prior to the Change in Control,
plus (b) the Key Executive’s targeted annual award under the Executive Incentive
Compensation Plan as in effect immediately prior to the Change in Control.
	 
	 	D.	 	All deferred compensation (and earnings accrued thereon) credited to the
account of a Key Executive under any deferred compensation plan, program or
arrangement of the Tenneco Companies shall be paid to such




8









 






	 	 	 	Key Executive pursuant to and in accordance with the terms of such plan, program or
arrangement.
	 
	 	E.	 	A cash amount equal to the sum of (a) any incentive compensation which has
been allocated or awarded to such Key Executive under the Executive Incentive
Compensation Plan for a completed calendar year or other measuring period preceding
the Key Executive’s separation from service but has not yet been paid and (b) a pro
rata portion to the date of the Key Executive’s separation from service with the
Tenneco Companies of the aggregate value of all incentive compensation awards to such
Key Executive under the Executive Incentive Compensation Plan for the current calendar
year or other measuring period, calculated as if all conditions for receiving the
targeted annual award amount with respect to all such awards had been met,
notwithstanding any provision of the Executive Incentive Compensation Plan to the
contrary.
	 
	 	F.	 	Any outstanding awards under the Stock Plans held by the Key Executive shall
continue to be subject to the terms and conditions of the applicable Stock Plan and
award agreement.
	 
	 	G.	 	The Key Executive and his or her eligible dependents, if any, shall continue
to be covered by the health, life and disability plans applicable to comparably
situated active employees as in effect from time to time and subject to the rules
thereof for the period described below. For persons entitled to Executive Group I
benefits, and their eligible dependents, the period is three years from his or her
separation from service. For persons entitled to Executive Group II benefits, and
their eligible dependents, the period is two years from his or her separation from
service. For persons entitled to Executive Group III benefits, and their eligible
dependents, the period is one year from his or her separation from service. This
period of coverage will not count against the minimum period of health coverage
required by the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), and
persons covered by this provision will be afforded their applicable COBRA rights at
the end of the health coverage provided herein.
	 
	 	H.	 	The Company shall provide each Key Executive with reasonable outplacement
services at a cost not to exceed $25,000 during the 12 months following his or her
separation from service.




9









 












	4.	 	Method of Payment.






	 	A.	 	The Company shall pay, or cause to be paid, the cash severance benefits under
the Plan to the Key Executive in a single cash sum within 30 days following the later
of the Key Executive’s separation from service as an employee with the Tenneco
Companies and submission of a claim as required by Section 17 of the Plan, provided
that the payment at such time can be characterized as a “short-term deferral” for
purposes of Section 409A or as otherwise exempt from the provisions of Section 409A,
or if any portion of the payment cannot be so characterized, and the Key Executive is
a “specified employee” under Section 409A, such portion of the payment shall be
delayed until the earlier to occur of the Key Executive’s death or the date that is
six months and one day following the Key Executive’s separation from service. Except
for withholdings required by law to satisfy local, state, federal and foreign tax
withholding requirements, no offset nor any other reduction shall be taken in paying
such benefit.
	 
	 	B.	 	Reimbursement of expenses incurred by the Key Executive pursuant to Section
3(G) shall be made promptly and in no event later than December 31 of the year
following the year in which such expenses were incurred, and the amount of expenses
eligible for reimbursement, or in-kind benefits provided, in any year shall not affect
the amount of expenses eligible for reimbursement, or in-kind benefits to be provided,
in any other year, except for any limit on the amount of expenses that may be
reimbursed under an arrangement described in Section 105(b) of the Internal Revenue
Code. If the Key Executive is a “specified employee” under Section 409A, the full
cost of the continuation or provision of life and disability plan coverages (but not
health plan coverages) under Section 3(G) shall be paid by the Key Executive until the
earlier to occur of the Key Executive’s death or the date that is six months and one
day following the Key Executive’s separation from service, and such cost shall be
reimbursed by the Company to, or on behalf of, the Key Executive in a lump sum cash
payment on the earlier to occur of the Key Executive’s death or the date that is six
months and one day following the Key Executive’s separation from service.






	5.	 	Gross-Up Payment.






	 	A.	 	If the Key Executive is a member of Executive Group I immediately prior to
the Change in Control and any portion of the payments described herein, and/or any
other payments no matter the source of such payments, that are paid or payable or
distributed or distributable to such Key Executive shall be subject to the tax imposed
by Section 4999 of the Internal Revenue Code (the “Excise Tax”) (the portion of such
payments which are subject to the Excise Tax being referred to herein as the
“Payments”), the Company shall pay to the affected Key Executive, not




10









 






	 	 	 	later than 30th day following the date the Key Executive becomes subject
to the Excise Tax an additional amount (the “Gross-Up Payment”), such that the net
amount retained by the Key Executive after deduction of the Excise Tax on such
Payments, and all federal, state, local and foreign income and employment tax
(assuming the Key Executive is in the highest marginal tax bracket), interest and
penalties and Excise Tax on the Gross-Up Payment, shall be equal to the amount
which would have been retained by the Key Executive had the payments not been
subject to the Excise Tax.






	 	B.	 	If the Key Executive is a member of Executive Group II or III immediately
prior to the Change in Control and if any portion of the payments described herein,
and/or any other payments no matter the source of such payments, that are paid or
payable or distributed or distributable to such Key Executive shall be subject to the
Excise Tax, then the Payments shall be reduced by the Company to the extent necessary
so that no portion of the Payments to the Key Executive is subject to the Excise Tax.
Notwithstanding the preceding sentence, if the Key Executive’s aggregate “parachute
payments,” as such term is defined under Internal Revenue Code Section 280G, exceed an
amount equal to 3.45 times the Key Executive’s “base amount,” as such term is defined
under Internal Revenue Code Section 280G, then the Company shall pay to the affected
Key Executive, not later than the 30th day following the date the Key Executive
becomes subject to the Excise Tax an additional amount (also, a “Gross-Up Payment”),
such that the net amount retained by the Key Executive after deduction of the Excise
Tax on such Payments, and all federal, state, local and foreign income and employment
tax (assuming the Key Executive is in the highest marginal tax bracket), interest and
penalties and Excise Tax on the Gross-Up Payment, shall be equal to the amount which
would have been retained by the Key Executive had the payments not been subject to the
Excise Tax.
	 
	 	C.	 	The independent public accounting firm serving as the Company’s auditing
firm, or such other accounting firm, law firm or professional consulting services
provider of national reputation and experience reasonably acceptable to the Company
and the Key Executive (the “Accountants”) shall make in writing in good faith all
calculations and determinations under this Section 5, including the assumptions to be
used in arriving at any calculations. For purposes of making the calculations and
determinations under this Section 5, the Accountants and each other party may make
reasonable assumptions and approximations concerning the application of Internal
Revenue Code Sections 280G and 4999. The Company and the affected Key Executive shall
furnish to the Accountants and each other such information and documents as the
Accountants and each other may reasonably request to make the calculations and
determinations under this Section 5. The Company shall bear all costs the Accountants
incur in connection with any calculations contemplated




11









 






	 	 	 	hereby. As a result of the uncertainty in the application of Section 4999 of the
Internal Revenue Code at the time of the initial determination by the Accountants
hereunder, it is possible that Gross-Up Payments which will not have been made by
the Company should have been made (“Underpayment”), consistent with the
calculations required to be made hereunder. In the event that the Company exhausts
its remedies pursuant to Section 5(D) and the Key Executive thereafter is required
to make a payment of any Excise Tax, the Accountants shall determine the amount of
the Underpayment that has occurred and any such Underpayment shall be promptly paid
by the Company to or for the benefit of the Key Executive.
	 
	 	D.	 	The Key Executive shall notify the Company in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by the Company
of the Gross-Up Payment. Such notification shall be given as soon as practicable but
no later than 10 business days after the Key Executive is informed in writing of such
claim and shall apprise the Company of the nature of such claim and the date on which
such claim is requested to be paid. The Key Executive shall not pay such claim prior
to the expiration of the 30-day period following the date on which the Key Executive
gives such notice to the Company (or such shorter period ending on the date that any
payment of taxes with respect to such claim is due). If the Company notifies the Key
Executive in writing prior to the expiration of such period that it desires to contest
such claim, the Key Executive shall:






	 	(1)	 	give the Company any information reasonably requested by the
Company relating to such claim,
	 
	 	(2)	 	take such action in connection with contesting such claim as
the Company shall reasonably request in writing from time to time, including,
without limitation, accepting legal representation with respect to such claim
by an attorney reasonably selected by the Company,
	 
	 	(3)	 	cooperate with the Company in good faith in order effectively
to contest such claim, and
	 
	 	(4)	 	permit the Company to participate in any proceedings relating
to such claim;






	 	 	 	provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection with
such contest and shall indemnify and hold the Key Executive harmless, on an
after-tax basis, for any Excise Tax or federal, state, local or foreign income tax
(including interest and penalties with respect thereto) imposed as a result of such
representation and payment of




12









 






	 	 	 	costs and expenses. Without limitation on the foregoing provisions of this Section
5(D), the Company shall control all proceedings taken in connection with such
contest and, at its sole option, may pursue or forgo any and all administrative
appeals, proceedings, hearings and conferences with the taxing authority in respect
of such claim and may, at its sole discretion, either pay the tax claimed to the
appropriate taxing authority on behalf of the Key Executive and direct the Key
Executive to sue for a refund or contest the claim in any permissible manner, and
the Key Executive agrees to prosecute such contest to a determination before any
administrative tribunal, in a court of initial jurisdiction and in one or more
appellate courts, as the Company shall determine; provided, however, if the Company
pays such claim and directs the Key Executive to sue for a refund, the Company
shall indemnify and hold the Key Executive harmless, on an after-tax basis, from
any Excise Tax or federal, state, local or foreign income tax (including interest
or penalties) imposed with respect to such payment or with respect to any imputed
income in connection with such payment; and provided, further, any extension of the
statute of limitations relating to payment of taxes for the taxable year of the Key
Executive with respect to which such contested amount is claimed to be due is
limited solely to such contested amount. Furthermore, the Company’s control of the
contest shall be limited to issues with respect to which a Gross-Up Payment would
be payable hereunder and the Key Executive shall be entitled to settle or contest,
as the case may be, any other issue raised by the Internal Revenue Service or any
other taxing authority.
	 
	 	E.	 	If, after the receipt by the Key Executive of an amount advanced by the
Company pursuant to Section 5(D), the Key Executive becomes entitled to receive any
refund with respect to such claim, the Key Executive shall (subject to the Company’s
complying with the requirements of Section 5(D)) promptly pay to the Company the
amount of such refund (together with any interest paid or credited thereon after taxes
applicable thereto). If, after the receipt by the Key Executive of an amount advanced
by the Company pursuant to Section 5(D), a determination is made that the Key
Executive shall not be entitled to any refund with respect to such claim and the
Company does not notify the Key Executive in writing of its intent to contest such
denial of refund prior to the expiration of 30 days after such determination, then
such advance shall be forgiven and shall not be required to be repaid and the amount
of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment
required to be paid.
	 
	 	F.	 	Notwithstanding anything to the contrary in the foregoing provisions of this
Section 5, the payment of the Gross-Up Payment shall be made no later than two and
one-half months after the end of the calendar year in which the right to such payment
is no longer subject to a “substantial risk of forfeiture” (as such term is described
under Section 409A); except if the Gross-Up Payment is a “deferral of compensation”
(as such term is




13









 






	 	 	 	described under Section 409A), then the following provisions of this Section 5(F)
shall apply. If the Gross-Up Payment is a deferral of compensation, (i) payment of
the portion of the Gross-Up Payment that is taxes shall not be made later than
December 31 of the year next following the year in which the Excise Tax is remitted
to the taxing authority; (ii) payment of the portion of the Gross-Up Payment that
is interest or penalties incurred by the Key Executive with respect to such taxes
shall not be made later than December 31 of the year next following the year in
which the Key Executive incurs such interest or penalties, as applicable; and (iii)
reimbursement of expenses incurred due to a tax audit or litigation addressing the
existence or amount of a tax liability, whether federal, state, local or foreign,
shall not be made later than the end of the year following the year in which the
taxes that are the subject of the audit or litigation are remitted to the taxing
authority, or where as a result of such audit or litigation no taxes are remitted,
the end of the year following the year in which the audit is completed or there is
a final nonapplicable settlement or other resolution of the litigation. If the
Gross-Up Payment is a deferral of compensation, the amount of interest and
penalties eligible for payment or reimbursement in any year shall not affect the
amount of such interest and penalties eligible for payment or reimbursement in any
other year, nor shall such right to payment or reimbursement be subject to
liquidation or exchange for another benefit. Notwithstanding the foregoing
provisions of this Section 5(F) that are applicable to deferrals of compensation,
if (i) the Gross-Up Payment is a deferral of compensation, (ii) the Key Executive
is a “specified employee” under Section 409A upon the Key Executive’s separation
from service, and (iii) all or any portion of the Gross-Up Payment is considered
made upon the Key Executive’s separation from service, the portion of the Gross-Up
Payment which is considered made upon the Key Executive’s separation from service
shall not be made until the earlier to occur of the Key Executive’s death or the
date that is six months and one day following the Key Executive’s separation from
service.






	6.	 	Noncompetition. Without the prior written consent of the Company Board (which may be
withheld in the Company Board’s sole discretion), so long as the Key Executive is an employee
of a Tenneco Company and for a one-year period thereafter (or, in the case of a Key Executive
who is a member of Executive Group I immediately prior to his or her separation from service,
for a two-year period thereafter), by accepting participation in the Plan, the Key Executive
agrees that he or she shall not anywhere in the Prohibited Area, for himself or herself or as
an officer, employee, manager, operator, principal, owner, partner, shareholder, advisor,
consultant of, or lender to, any individual or other person that is engaged or participates in
or carries out a Competing Business or is actively planning or preparing to enter into a
Competing Business, for his or her own account or the benefit of any other, engage or
participate in or assist or otherwise be connected with a Competing Business. Such
prohibition shall not




14









 






	 	 	apply to the Key Executive’s passive ownership of not more than five percent (5%) of a
publicly-traded company.
	 
	7.	 	No Solicitation or Interference. So long as the Key Executive is an employee of a
Tenneco Company and for a one-year period thereafter (or, in the case of a Key Executive who
is a member of Executive Group I immediately prior to his or her separation from service, for
a two-year period thereafter), the Key Executive agrees, by accepting participation in the
Plan, that he or she shall not, whether for his or her own account or for the account or
benefit of any other person, throughout the Prohibited Area:






	 	A.	 	request, induce or attempt to influence (1) any customer of a Tenneco Company
to limit, curtail, cancel or terminate any business it transacts with, or products or
services it receives from or sells to, or (2) any person employed by (or otherwise
engaged in providing services for or on behalf of) any Tenneco Company to limit,
curtail, cancel or terminate any employment, consulting or other service arrangement
with any Tenneco Company. Such prohibition shall expressly extend to any hiring or
enticing away (or any attempt to hire or entice away) any employee or consultant of a
Tenneco Company;
	 
	 	B.	 	solicit from or sell to any customer any products or services that any
Tenneco Company provides or is capable of providing to such customer and that are the
same as or substantially similar to the products or services that any Tenneco Company
sold or provided while the Key Executive was employed with, or providing services to,
any Tenneco Company;
	 
	 	C.	 	contact or solicit any customer for the purpose of discussing (1) services or
products that are competitive with and the same or closely similar to those offered by
any Tenneco Company or (2) any past or present business of any Tenneco Company;
	 
	 	D.	 	request, induce or attempt to influence any supplier, distributor or other
person with which any Tenneco Company has a business relationship to limit, curtail,
cancel or terminate any business it transacts with any Tenneco Company; or
	 
	 	E.	 	otherwise interfere with the relationship of any Tenneco Company with any
person which is, or within one year prior to the Key Executive’s date of termination
was, doing business with, employed by or otherwise engaged in performing services for,
any Tenneco Company.






	8.	 	Confidential Information. During the period of the Key Executive’s employment with
the Tenneco Companies and at all times thereafter, the Key Executive shall hold in secrecy for
the Company all Confidential Information that may come to his or her knowledge, may have come
to his or her attention or may have come into his or her possession or control while employed
by a Tenneco Company (or




15









 






	 	 	otherwise performing services for any Tenneco Company). Notwithstanding the preceding
sentence, the Key Executive shall not be required to maintain the confidentiality of any
Confidential Information which (a) is or becomes available to the public or others in the
industry generally (other than as a result of disclosure or inappropriate use, or caused,
by the Key Executive in violation of this Section 8) or (b) the Key Executive is compelled
to disclose under any applicable laws, regulations or directives of any government agency,
tribunal or authority having jurisdiction in the matter or under subpoena. Except as
expressly required in the performance of his or her duties to the Tenneco Companies, the
Key Executive shall not use for his or her own benefit or disclose (or permit or cause the
disclosure of) to any person, directly or indirectly, any Confidential Information unless
such use or disclosure has been specifically authorized in writing by the Company in
advance. During the Key Executive’s employment and as necessary to perform his or her
duties, the Company will provide and grant the Key Executive access to the Confidential
Information. The Key Executive recognizes that any Confidential Information is of a highly
competitive value and that the Confidential Information could be used to the competitive
and financial detriment of any Tenneco Company if misused or disclosed by the Key
Executive.
	 
	9.	 	Reasonableness; Remedies. The Key Executive acknowledges, by accepting participation
in the Plan, that each of the restrictions set forth in Sections 6, 7, and 8 is reasonable and
necessary for the protection of the Company’s business and opportunities (and those of the
Tenneco Companies) and that a breach of any of the covenants contained in Section 6, 7 or 8
would result in material irreparable injury to the Tenneco Companies for which there is no
adequate remedy at law and that it will not be possible to measure damages for such injuries
precisely. Accordingly, each Tenneco Company shall be entitled to the remedies of injunction
and specific performance, or either of such remedies, as well as all other remedies to which
any Tenneco Company may be entitled, at law, in equity or otherwise, without the need for the
posting of a bond or by the posting of the minimum bond that may otherwise be required by law
or court order.
	 
	10.	 	Extension; Survival. By acceptance of participation in the Plan, the Key Executive
agrees that the time periods identified in Section 6, 7 and 8 will be stayed, and the
Company’s obligation to make any payments or provide any benefits under the Plan shall be
suspended, during the period of any breach or violation by the Key Executive of the covenants
contained in such Sections. Each of the provisions of Sections 6, 7 and 8 is fundamental to
the Company’s willingness to enter into this Plan and for it to provide for the severance and
other benefits described in the Plan, none of which the Company was required to do prior to
the date hereof. Further, it is the express intent and desire of the Company that each
provision of Sections 6, 7 and 8 be enforced to the fullest extent permitted by law. If any
part of Section 6, 7 or 8, or any provision hereof, is deemed illegal, void, unenforceable or
overly broad (including as to time, scope and geography), such provision shall be reformed to
the fullest extent possible to ensure its enforceability or if such reformation is deemed
impossible then such




16









 






	 	 	provision shall be severed from the Plan, but the remainder of the Plan (expressly
including any other provision of Sections 6, 7 and 8) shall remain in full force and
effect.
	 
	11.	 	Assignment. No Key Executive may assign, transfer, convey, mortgage, hypothecate, or
in any way encumber any benefit payable under the Plan, nor shall the Key Executive have any
right to receive any benefit under the Plan except at the time, in the amount and in the
manner provided in the Plan, provided that the rights of a Key Executive under the Plan may be
enforced by the Key Executive’s heirs, dependents, beneficiaries and legal representatives.





This Plan may and shall be assigned or transferred to, and shall be binding upon and shall
inure to the benefit of, any successor of the Company, and any such successor shall be
deemed substituted for all purposes of “the Company” under the provisions of the Plan. As
used in the preceding sentence, the term “successor” shall mean any person, firm,
corporation, or business entity which at any time, whether by merger, purchase or
otherwise, acquires all, or substantially all, of the assets or business of the Company.
Notwithstanding such assignment, the Company shall remain, with such successor, jointly and
severally liable for all obligations under the Plan, which, except as herein provided, may
not be assigned by the Company.
	 
	12.	 	No Mitigation. It will be difficult, and may be impossible, for the Key Executive to
find reasonably comparable employment following the termination of the Key Executive’s
employment, and the protective provisions under Sections 6, 7 and 8 will further limit the
employment opportunities for the Key Executive. The Key Executive shall not be required to
seek other employment, or otherwise, to mitigate any payment provided under the Plan.
	 
	13.	 	Plan Amendment and Termination. The Plan may be terminated or amended at any time by
the Board of Directors provided that during a Threatened Change in Control Period, the Plan
may not be terminated or amended in any manner that reduces the benefits to a Key Executives
or adversely affects the rights of a Key Executive under the Plan. In the event of a Change
in Control, no amendment, or termination, made on or after the date of the Change in Control
shall apply to any Key Executive until the expiration of two years and thirty-one days from
the date of the Change in Control.
	 
	14.	 	Funding. The Company shall pay, or cause to be paid, any severance benefit under the
Plan out of the general assets of the Tenneco Companies. Nothing contained herein shall
preclude the Company from establishing a grantor trust through which assets to satisfy
obligations under the Plan may be set aside to provide for benefit payments to Key Executives
and their dependents or beneficiaries. Any assets or property held by such trust shall be
subject to the claims of general creditors of the Company, but only upon the insolvency or
bankruptcy of the Company and only to the extent that the assets or property held by such
trust are attributable to contributions made by the Company. No person




17









 






	 	 	other than the Company shall, by virtue of the provisions of the Plan, have any interest in
such funds.
	 
	15.	 	Controlling Law. The Plan shall be interpreted under the laws of the State of
Illinois, without regard to its conflicts of laws provisions, except to the extent that
federal law preempts the laws of the State of Illinois.
	 
	16.	 	Plan Administrator. The Company is the Plan Administrator, and it shall have the
authority to control and manage the operation of this Plan with the authority to construe and
interpret the Plan, and to determine all questions of eligibility to participate in the Plan,
in its sole discretion.
	 
	17.	 	Making a Claim.






	 	A.	 	Submission of a Claim. In order to claim a severance benefit under
this Plan, a Key Executive need only advise the Plan Administrator in writing that the
Key Executive’s employment with the Tenneco Companies has terminated and that the Key
Executive claims a severance benefit under the Plan and of the mailing address to
which the severance benefit or related correspondence is to be sent.
	 
	 	B.	 	Denial of Claim. If a Key Executive has made a claim for benefits
under this Plan and any portion of the claim is denied, the Plan Administrator will
furnish the Key Executive with a written notice stating the specific reasons for the
denial, specific reference to pertinent Plan provisions upon which the denial was
based, a description of any additional information or material necessary to perfect
the claim, an explanation of why such information or material is necessary, and a
description of the Plan’s appeal procedures and time frames, including a statement of
the Key Executive’s right to bring a civil action following an adverse decision on
appeal.
	 
	 	 	 	The claim will be deemed accepted if the Plan Administrator does not approve the
claim and fails to notify the Key Executive within 90 days after receipt of the
claim, plus any extension of time for processing the claim, not to exceed 90
additional days, as special circumstances require. To obtain an extension, the
Plan Administrator must advise the Key Executive in writing during the initial 90
days if an extension is necessary, stating the special circumstances requiring the
extension and the date by which the Key Executive can expect the Plan
Administrator’s decision regarding the claim.
	 
	 	C.	 	Review Procedure. Within 60 days after the date of written notice
denying any benefits, the Key Executive or the Key Executive’s authorized
representative may write the Plan Administrator requesting a review of that decision
by the Company Board or the Committee.




The request for review may contain such issues and comments as the Key Executive
wishes to have considered in the review. The Key Executive




18









 






	 	 	 	may also review pertinent documents in the Plan Administrator’s possession. The
Company Board or the Committee will make a final determination with respect to the
claim as soon as practicable. The Plan Administrator will advise the Key Executive
of the determination in writing and will set forth the specific reasons for the
determination and the specific references to any pertinent Plan provisions upon
which the determination is based. The written notice will also contain a statement
that the Key Executive is entitled to receive, upon request and free of charge,
reasonable access to and copies of all documents, records, and other information
relevant to his or her claim. The Plan Administrator will also include in the
notice a statement describing any voluntary appeal procedures offered by the Plan
and the Key Executive’s right to obtain information about such procedures, and a
statement of the Key Executive’s right to bring an action under the Employee
Retirement Income Security Act of 1974, as amended.



The claim will be deemed accepted on review if the Plan Administrator fails to give
the Key Executive written notice of final determination within 60 days receipt of
the request for review, plus any extension of time for completing the review, not
to exceed 60 additional days, as special circumstances require. To obtain an
extension, the Plan Administrator must advise the Key Executive in writing during
the initial 60 days if any extension is necessary, stating the special
circumstances requiring the extension and the date by which the Key Executive can
expect the Company Board’s or the Committee’s decision regarding the review of the
claim.






	18.	 	Legal Fees and Costs. In the event a Key Executive initiates legal action to enforce
his or her right to any benefit under this Plan, the Company shall pay all reasonable legal
fees and costs incurred by the Key Executive in connection with such legal action, provided
that the Key Executive prevails on any material issue that is the subject of the legal action.
If the prevailing party is the Key Executive, the payment or reimbursement of legal fees and
costs shall be made no later than two and one-half months after the end of the calendar year
in which the right to such payment or reimbursement is no longer subject to a “substantial
risk of forfeiture” (as such term is described under Section 409A); except if the payment or
reimbursement of legal fees and costs is a “deferral of compensation” (as such term is
described under Section 409A), payment or reimbursement of such expenses shall be made
promptly and in no event later than December 31 of the year following the year in which such
expenses were incurred, and the amount of such expenses eligible for payment or reimbursement
in any year shall not affect the amount of such expenses eligible for payment or reimbursement
in any other year, nor shall such right to payment or reimbursement be subject to liquidation
or exchange for another benefit. Notwithstanding the foregoing sentence, if the payment or
reimbursement of legal fees and costs is a deferral of compensation and the Key Executive is a
“specified employee” under Section 409A upon the Key Executive’s separation from service,
payment or reimbursement of any legal




19









 






	 	 	fees and costs shall not be made until the earlier to occur of the Key Executive’s death or
the date that is six months and one day following the Key Executive’s separation from
service.
	 
	19.	 	Severability. If for any reason any provision or provisions of the Plan are
determined invalid or unenforceable, the validity and effect of the other provisions of the
Plan shall not be affected thereby.
	 
	20.	 	Notices. Any notice required or permitted under the Plan shall be given in writing
and shall be deemed to have been effectively made or given if personally delivered, or if sent
via U.S. mail or recognized overnight delivery service or sent via confirmed e-mail or
facsimile to the other party at its address set forth below in this Section 20, or at such
other address as such party may designate by written notice to the other party hereto. Any
effective notice hereunder shall be deemed given on the date personally delivered, three
business days after mailed via U.S. mail or one business day after it is sent via overnight
delivery service or via confirmed e-mail or facsimile, as the case may be, to the following
address:
	 
	 	 	If to the Company, the Company Board, any Tenneco Company or the Committee:
	 
	 	 	Tenneco Inc.

500 North Field Drive

Lake Forest, IL 60045

Attn. General Counsel

Telephone No.: (847) 482-5053

Facsimile No.: (847) 482-5040
	 
	 	 	If to the Executive:
	 
	 	 	At the most recent address on file with the Company.






	21.	 	Prohibition on Acceleration of Payments.






The time or schedule of any payment or amount scheduled to be paid pursuant to the terms of
the Plan may not be accelerated except as otherwise permitted under Section 409A and the
guidance and Treasury Regulations issued thereunder.




	22.	 	Section 409A.






The Plan and the benefits provided hereunder are intended to comply with Section 409A to
the extent applicable thereto. Notwithstanding any provision of the Plan to the contrary,
the Plan shall be interpreted and construed consistent with this intent. Notwithstanding
the foregoing, the Tenneco Companies shall not be required to assume any increased economic
burden in connection therewith.



20









 






	23.	 	Nonduplication.






The Key Executive shall be entitled to receive any greater, or otherwise more favorable,
cash severance benefit or Excise Tax gross-up payment under any other plan, program or
arrangement with a Tenneco Company. If the Key Executive is entitled to receive a cash
severance benefit or Excise Tax gross-up payment under any other plan, program or
arrangement with a Tenneco Company, the amount of cash severance benefit to which the Key
Executive is entitled under Section 3 or Gross-Up Payment to which the Executive is
entitled under Section 5 of the Plan shall be considered to be satisfied to the extent of
such other similar benefit.



21









 





     IN WITNESS WHEREOF, the Company has caused the Plan to be executed on its behalf by its
officer duly authorized, on the day and year set forth below.



	 	 	 	 	 	 	 
	 	 	TENNECO INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Richard P. Schneider	 	 
	 

	 	 	 	 

	 	 
	 

	 	Its	 	Senior Vice President — Global
Administration	 	 
	 

	 	 	 	 	 	 





Date:
December 24, 2008





22