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Exhibit 99.2
PERSONAL AND CONFIDENTIAL
Gregg Sherrill
2010 E. Windsor Place, #E
Milwaukee, WI
53202
Dear Gregg:
On behalf of the Board of Directors of Tenneco Inc. (the
"Company"), I am
pleased to set forth and confirm the terms and conditions of your
employment as
Chairman and Chief Executive Officer of the Company;
1. Term. Your
employment will commence as of January 15, 2007. You will
report
to
and serve at the pleasure of the Board of Directors of the Company
(the
"Board").
2. 2007 Cash
Compensation. For 2007, you will be paid an annual base salary
of
$875,000 and will be eligible for an annual performance bonus, with
a
target bonus of $875,000, subject to fulfillment of applicable
performance
goals.
3. 2007 Equity
Awards. For 2007, you will receive the following awards under
the
Company's 2006 Long-Term Incentive Plan: (i) 100,000
non-qualified
stock options with a seven year term, (ii) 55,000 shares of
restricted
stock and (iii) stock equivalent units for the 2007-2009
performance period
with
a value at target of $700,000. Such stock options and shares of
restricted stock awards will be awarded when 2007 awards are made
to senior
executives at Tenneco Inc. generally (currently scheduled for
January
2007), and shall each vest in three equal installments on each of
the first
three anniversaries of the date of grant. Other terms and
conditions will
be
consistent with those offered to other senior executives at the
Company.
The
performance criteria and vesting of the stock equivalent units
shall be
determined by the Compensation Committee at the time such terms
are
established for other recipients of awards for the 2007-2009
performance
period.
4. Inducement
Compensation. As an inducement to accept our offer of
employment
and
in consideration of compensation foregone from your current
emp
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