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EXHIBIT 99.2
TENNECO AUTOMOTIVE INC. 2002 LONG-TERM INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
(Employees -- 7 Year Term)
THIS AWARD AGREEMENT (the "Agreement") is made and entered into
as of
the [___] day of [____], [____] by and between Tenneco
Automotive Inc., a
Delaware corporation (the "Company"), and [____] (the
"Participant").
WITNESSETH:
WHEREAS, the Board of Directors of the Company has adopted the
Tenneco
Automotive Inc. 2002 Long-Term Incentive Plan (as the same may
be amended from
time to time in accordance with its terms, the "Plan")
(capitalized terms used
and not otherwise defined herein shall have the meanings given
thereto in the
Plan, a copy of which is attached hereto and incorporated by
reference herein);
and
WHEREAS, pursuant to the authority vested in it under the Plan,
the
Compensation/Nominating/Governance Committee of the Board of
Directors of the
Company (the "Committee") has approved the granting of the Award
hereinafter
described to the Participant.
NOW, THEREFORE, the Company and the Participant hereby agree
as
follows:
1. Award of Option. The Company hereby grants the Participant an
option
(the "Option"), which shall be an NQO (a non-qualified stock
option), to
purchase [_______] shares (the "Option Shares") of Common Stock
of the Company
at the Exercise Price of [FAIR MARKET VALUE] per share, subject
to adjustment in
accordance with the Plan, on the terms and subject to the
conditions set forth
herein and in the Plan (the "Award Date" for the Option shall be
the date of
this Agreement).
2. Term of Option. Except in the event of the earlier lapse
or
termination of the Option in accordance with this Agreement or
the Plan, as to
all Option Shares for which the Option has not theretofore been
exercised, the
Option shall be in effect during the period commencing on the
Award Date and
until 3:00 p.m., Lake Forest, Illinois, time on the day that
immediately
precedes the seventh anniversary of the date of the Award Date;
provided
however, that the Participant's right to exercise the Option and
purchase the
Option Shares shall be subject to the conditions set forth in
this Agreement.
3. Conditions of Exercise.
(a) The Option shall vest, and the Options Shares shall
become
available for purchase as to all such Option Shares for which
the Option has not
theretofore been exercised, after the anniversary dates
indicated below:
<TABLE>
<CAPTION>
Anniversary Of Fraction of Total Option Shares
Award Date Available for Purchase
-------------- -------------------------------
<S> <C>
1st 1/3
2nd 2/3
3rd All
</TABLE>
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(b) Other Limitations and Provisions.
(i) Notwithstanding the foregoing, all Option Shares for
which
the Option has not theretofore been exercised shall become
available
for purchase if the participant's employment with the Company
and its
Subsidiaries terminates by (A) Retirement, (B) Total Disability
of the
Participant, or (C) death of the Participant while employed by
the
Company or one of its Subsidiaries; provided however, the
Committee may
allow the Participant to exercise the Option at any time, in
the
Committee's sole discretion. For purposes hereof, the term
"Retirement"
means termination of employment after the Participant has met
the
eligibility requirements for early or normal retirement as
established
in accordance with the retirement plan of the Company or its
Subsidiaries covering such Participant at the time such
termination
occurs and the term "Total Disability" means 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.
(ii) At any time the Option is in effect and Option Shares
are
available for purchase thereunder, the Option may be exercised
in whole
or in part.
4. Manner of Exercise. Each Option shall be exercisable in whole
or in
part, and any such exercise shall be deemed to have occurred on
the latest of
(i) the date of exercise designated in the written notice
referred to in
subparagraph (a) below, (ii) if the date so designated is not a
business day,
the first business day following such date, or (iii) the
earliest business day
by which the Company has received all of the following:
(a) Written notice, in such form as the Company may require,
designating, among other things, the date of exercise and the
number of Option
Shares to be purchased.
(b) Payment of the aggregate Exercise Price for the Option
Shares to be
purchased with respect to such exercise by delivery of:
(i) cash, a personal check or bank draft; or
(ii) at the option of the Participant, shares of Common
Stock having a Fair Market Value on the date of
exercise equal to such aggregate Exercise Price;
provided however, that the shares that are tendered
must have been held by the Participant for at least
six (6) months prior to their tender to satisfy the
Exercise Price or must have been purchased on the
open market; or
(iii) a combination of the methods described in clauses (i)
and (ii) above; or
(iv) payment pursuant to any ar
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