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Exhibit 10.36
TENNECO AUTOMOTIVE INC. STOCK OWNERSHIP PLAN
BOARD OF DIRECTORS PERFORMANCE SHARE AWARD AGREEMENT
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Participant
Pursuant to the provisions of the Tenneco
Automotive Inc. Stock Ownership Plan,
you were granted an Award of ______
Performance Shares, on ("Grant Date"). The
Restricted Period applicable to the Award
begins on the Grant Date and ends on
______________, being at least six months
after the Grant Date, subject to the
performance targets identified on Exhibit
A. The performance targets may be
adjusted by the
Compensation/Nominating/Governance Committee to reflect the
effects of any Corporate Transaction to the
extent allowed by Internal Revenue
Code Sec. 162(m) and the regulations
thereunder. During the Restricted Period,
and until all conditions imposed on the
shares are satisfied, the Performance
Shares are restricted in that they may not
be sold, transferred, pledged or
otherwise encumbered, or disposed of, by
you. However, you will be entitled to
receive payments, equivalent in timing and
amount to the dividends paid on the
Common Stock of Tenneco Automotive Inc.,
("Common Stock"), as if each
Performance Share represented one full
share of Common Stock, as long, during
the Restricted Period, as you continue as a
member of the Board of the Tenneco
Automotive Inc. Companies. Such payments
may be in the form of additional
Performance Shares subject to the same
restrictions as the original shares. If
you remain a board member throughout the
Restricted Period, and all the
conditions are satisfied, or if your board
membership terminates before the
expiration of the Restricted Period as a
result of your Retirement, Death, or
Total Disability (all as defined in the
Plan), the restrictions will lapse, and
one share of Common Stock of Tenneco
Automotive Inc., (or, in certain situations
based upon country of residence, a cash
equivalent payment) will be delivered to
you or your beneficiary, for each
Performance Share. Generally, if your board
membership terminates for any other reason
before the expiration of the
Restricted Period, you will forfeit the
Performance Shares unless the Committee
determines otherwise. You agree that the
term "Performance 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 Performance 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.
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
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