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[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
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