[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
by the Company or any of its subsidiaries or affiliates. This restriction shall
also apply to any ownership or other financial interest in such a competitor
except the ownership of less than five percent of the shares of any corporation
whose shares are listed on a recognized stock exchange or trade in an
over-the-counter market. You agree that the scope of this covenant is reasonably
necessary for the Company's protection from unfair competition.
2. Confidential Information. (a) You agree to hold in a fiduciary capacity for
the benefit of the Company all secret or confidential information, knowledge or
data relating to the Company or any of its subsidiaries or affiliates, and their
respective businesses, which shall have been obtained by you during your
employment by the Company or any of its subsidiaries or affiliates (collectively
"Confidential Information") and which shall not be or become public knowledge
(other than by your acts or acts of your representatives in violation of this
letter agreement). During your employment and for two years after termination of
your employment with the Company or any of its subsidiaries or affiliates, you,
except as may otherwise be required by law or legal process, shall not use any
such Confidential Information except on behalf of the Company and its
subsidiaries and affiliates and shall not communicate or divulge any such
Confidential Information to anyone other than the Company and those designated
by it. Nothing in this paragraph is intended or shall be construed to limit in
any way your independent duty not to misappropriate Trade Secrets of the
Company.
(b) "Trade Secret" means information of the Company or any of its
subsidiaries or affiliates, including a formula, pattern, compilation, program,
device, method, technique or process, that derives independent economic value,
actual or potential, from not being generally
known to, and not being readily ascertainable by proper means by, other persons
who can obtain economic value from its disclosure or use, and that is the
subject of efforts by the Company or any of its subsidiaries or affiliates to
maintain its secrecy that are reasonable under the circumstances. During your
employment with the Company and its subsidiaries and affiliates, you shall
preserve and protect Trade Secrets from unauthorized use or disclosure, and
after termination of such employment, you shall not use or disclose any Trade
Secret until such time as that Trade Secret is no longer a secret as a result of
circumstances other than a misappropriation involving you.
Please acknowledge your agreement with these terms by executing a copy of this
letter in the space provided below and returning it to me.
Sincerely,
TENNECO INC.
By: /s/ Timothy R. Donovan
----------------------
Timothy R. Donovan
Its: Executive Vice President and
General Counsel
ACKNOWLEDGED and ACCEPTED
/s/ Gregg Sherrill
Date: January 15, 2007