Stock Ownership Guidelines

Governance

I. Purpose

Tenneco’s Stock Ownership Guidelines align the interests of executives with the interests of stockholders and promote Tenneco’s commitment to sound corporate governance.

II. Participation

These Stock Ownership Guidelines apply to Tenneco’s Chairman and Chief Executive Officer, Chief Operating Officer, Executive Vice Presidents, Senior Vice Presidents, Vice Presidents and Non-Management Directors.

III. Determination of Guidelines

Stock ownership guidelines are determined as a multiple of an executive's base salary or a Non-Management Director’s annual retainer and are then converted to a fixed number of shares. In calculating the applicable number of shares as of a given date, the stock price to be used shall be the average stock price over the twenty trading days prior to such date. The individual guidelines established for each participant are as follows:

  • Chairman and Chief Executive Officer - 6x annual base salary;
  • Chief Operating Officer and Chief Financial Officer - 4x annual base salary;
  • Executive Vice Presidents and Senior Vice Presidents – 3x annual base salary;
  • Vice Presidents – 1x annual base salary; and
  • Non-Management Directors - 5x annual retainer fee.

The Compensation/Nominating/Governance Committee of Tenneco’s Board of Directors (the “CNG Committee”) may, from time to time, temporarily suspend, reevaluate and revise participants’ guidelines to give effect to changes in Tenneco’s common stock or other factors it deems relevant.

IV. Counting Shares Owned

Stock that counts towards satisfaction of Tenneco’s Stock Ownership Guidelines includes:

  • Shares owned outright by the participant or his or her immediate family members residing in the same household;
  • Stock held in Tenneco’s Employee Stock Ownership Plan;
  • Restricted stock issued and held as part of an executive’s long term compensation, whether or not vested;
  • Shares acquired upon stock option exercises or vestings of restricted stock that the participant continues to hold; and
  • Shares or share equivalent units underlying deferred fees paid to directors.

V. Compliance with the Guidelines

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.

VI. Administration

These Stock Ownership Guidelines are interpreted by the CNG Committee and administered by Tenneco’s Vice President of Global Human Resources.