Participants are required to achieve their Stock Ownership Guideline within five years of becoming subject to the Guidelines. If a participant’s Stock Ownership Guideline increases because of a change in title, a five-year period to achieve the incremental guideline begins in January following the year of the title change. Once achieved, ownership of the guideline amount must be maintained for as long as the individual is subject to these Stock Ownership Guidelines.
The CNG Committee will review participant’s compliance (or progress towards compliance) with these Stock Ownership Guidelines annually, typically at its meeting in March. In its sole discretion, the CNG Committee may impose such conditions, restrictions or limitations on any participant as it determines to be necessary or appropriate in order to achieve the purposes of these Stock Ownership Guidelines. For example, the CNG Committee may mandate that a participant retain (and not transfer) all or a portion of any shares delivered to the participant through Tenneco’s compensation plans or otherwise restrict the participant’s transfer of previously owned shares.
There may be instances in which the Stock Ownership Guidelines would place a severe hardship on the participant or prevent the participant from complying with a court order, such as a divorce settlement. In these instances, the participant must submit a request in writing to Tenneco’s Vice President of Global Human Resources that summarizes the circumstances and describes the extent to which an exemption is being requested. The CNG Committee will make the final decision as to whether an exemption will be granted. If such a request is granted in whole or part, Tenneco’s Vice President of Global Human Resources will work with the participant to develop an alternative stock ownership plan that reflects the CNG Committee’s determination.