EXHIBIT 99.4
[_______], 20[__]
TENNECO INC. 2006 LONG-TERM INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
_______________________________________
Participant
Pursuant to the provisions of the Tenneco Inc. 2006 Long-Term
Incentive Plan (as the same may be amended from time to time in accordance with
its terms, the "Plan"), you were granted an Award of [_______] shares of Common
Stock of Tenneco Inc. ("Shares") as of [________] ("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.
During the applicable Restricted Period, and until all conditions
imposed on the related Restricted Shares are satisfied, such Restricted Shares
are restricted in that (i) they will be held by the Company and may not be sold,
transferred, pledged or otherwise encumbered, tendered or exchanged, or disposed
of, by you unless otherwise provided by the Plan and (ii) they are subject to
forfeiture by you under certain circumstances as described herein and in the
Plan. However, as long as the applicable Restricted Shares have not been
forfeited, during the related Restricted Period (a) you will be entitled to
receive, subject to withholding for taxes, dividends (which for tax purposes
will generally be treated as ordinary compensation) payable on the Restricted
Shares, which the Company may require to be reinvested in additional shares of
Common Stock subject to the same restrictions as the shares on which such
dividends are paid and (b) you may vote the Restricted Shares. If you remain
employed by the Company and its Subsidiaries throughout the applicable
Restricted Period and all the conditions are satisfied, or if your employment by
the Company and its Subsidiaries terminates before the termination of the
applicable Restricted Period as a result of your Retirement, death or Total
Disability, the restrictions on the related Restricted Shares will lapse, and
shares of Common Stock in an amount equal to the number of Restricted Shares as
to which the restrictions have lapsed will be delivered to you (or your
beneficiary), subject to withholding for taxes. Generally, if your employment
terminates for any other reason before the expiration of the Restricted Period,
you will forfeit the Restricted Shares unless the Committee determines
otherwise. You agree that the term "Restricted Shares" shall include any shares
or other securities which you may receive or be entitled to receive as a result
of the ownership of the original Restricted Shares, whether they are issued as a
result of a share split, share dividend, recapitalization, or other subdivision
or consolidation of shares effected without receipt of consideration by the
Company or the result of the merger or consolidation of the Company, or sale of
assets of the Company. For purposes hereof, the term "Retirement" means
termination of your employment after you have met the eligibility requirements
for early or normal retirement as established in accordance with the retirement
plan of the Company or its Subsidiaries covering you at the time such
termination occurs and the term "Total Disability" means your permanent and
total disability as determined under the rules and guidelines established by the
Company in order to qualify for long-term disability coverage under the
Company's long-term disability plan in effect at the time of such determination.
You will generally be taxed on the value of the Restricted Shares on
the date the restrictions lapse. However, as an alternative, you may elect under
Internal Revenue Code Section 83(b) to be taxed on the value of the Restricted
Shares on the Grant Date, identified above. Whether it is beneficial for you to
make this election should be determined after consultation with your personal
tax advisor. If you make this election, the value of the Restricted Shares will
be taxable to you in the year of the Grant Date, rather than in the year that
the restrictions lapse. If you choose to make this election, you must so notify
the Company in writing, file the election with the Internal Revenue Service
within thirty (30) days after the Grant Date, and promptly pay the Company the
amount it determines is needed to satisfy tax withholding requirements. You
hereby agree that the Restricted Shares shall be held by the Company during the
Restricted Period.
All distributions under the Plan, including any distribution in respect
of this Award, are subject to withholding of all applicable taxes, and the
delivery of any shares or other benefits under the Plan or this Award is
conditioned on satisfaction of the applicable tax withholding obligations.
Except as otherwise provided by the Committee, such withholding obligations may
be satisfied (a) through cash payment by the Participant, (b) through the
surrender of shares of Common Stock which the Participant already owns, or (c)
through the surrender of shares of Common Stock to which the Participant is
otherwise entitled under the Plan; provided, however, that such shares of Common
Stock under this paragraph (c) may be used to satisfy not more than the
Company's minimum statutory withholding obligation (based on minimum statutory
withholding rates for Federal and state tax purposes, including without
limitation payroll taxes, that are applicable to such supplemental taxable
income). The Company shall have the right to deduct from this Award, shares
sufficient to satisfy any tax withholdings required by law.
As a condition of this Award, you are required to execute the
acknowledgement at the bottom of the enclosed copy of this Award notice and
return the acknowledged copy of this Award notice to the Human Resources
Department of Tenneco Inc. in Lake Forest not later than thirty days
from the date on which you receive it. Also enclosed is a form by which you may
designate a beneficiary in the event of your death.
This Award is subject to all of the definitions, terms and conditions
of the Plan, a copy of which is enclosed. In the event of any discrepancy
between the provisions of the Plan and this or any other communication regarding
the Plan, the provisions of the Plan control. Capitalized terms used and not
otherwise defined herein shall have the meanings ascribed to them in the Plan.
ATTEST: TENNECO INC.
_____________________________________ __________________________________
Corporate Secretary Sr. Vice President
ACCEPTED:
_____________________________________
Participant Date
_____________________________________
Social Security Number or National ID
_____________________________________
Street Address
_____________________________________
City/State/Zip/Country
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