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EXHIBIT 10.67
TENNECO INC.
LONG TERM PERFORMANCE UNIT AWARD AGREEMENT
(2008)
, 2008
Dear Participant:
Pursuant to the provisions of the Tenneco Inc. (the "Company")
2006
Long-Term Incentive Plan (the "Plan"), you were granted an Award
(the "Award")
of ______ Long Term Performance Units (the "Units"), on
, 2008. The
Award covers calendar year 2008 (the "Performance Period").
1.
Defined
Terms.
(a) "Total Shareholder Return or TSR" means, as to any given
calendar
year, the amount (expressed as a percentage) equal to (i) (A) the
closing
sales price of a share of the Company's common stock on the New
York Stock
Exchange ("NYSE") on the last business day of such year, minus (B)
the
closing sales price of a share of the Company's common stock on the
NYSE on
the
last business day of the prior year, plus (C) the amount of any
dividends per share of the Company's common stock declared during
such year
and
paid, divided by (ii) the closing sales price of a share of the
Company's common stock on the NYSE on the last business day of the
prior
year
(b) "Stock Price" means the average of the closing prices of
the
Company's common stock on the NYSE for each of the ten NYSE trading
days
immediately following the Company's public announcement of its
results of
operations for the Performance Period (the "Average Period").
2.
Performance and
Award Settlement.
(a) If the Company's TSR for the Performance Period is zero or
a
positive number, on December 31 of the Performance Period you will
earn
that
amount of your Units that is equal to (i) the number of Units,
multiplied by (ii) the Unit Payout Modifier as defined in and
determined
pursuant to Exhibit A to this Award; provided, however, that the
maximum
Unit
Payout Modifier shall be 1.67. If the Company's TSR for the
Performance Period does not equal or exceed zero, you will not earn
any of
your
Units.
(b) Following the end of the Performance Period, the Company will
pay
you
cash in an amount equal to the total number of Units represented
by
this
Award which you earned for the Performance Period, if any, times
the
cash
value of one share of common stock of the Company. The cash value
of a
share of the Company's common stock will be equal to the Stock
Price. The
payment will be made no later than the next regularly scheduled
payroll
payment date that is at least five business days after the end of
the
Average Period; provided, however, that if the Company fails to
announce
publicly its results of operations for the Performance Period
before
February 15 of 2009, you may elect to receive your payment for
the
Performance Period on February 20 of 2009 based on an Average
Period equal
to
the ten NYSE trading days ending two business days before that
February
20.
(c) The provisions of this Paragraph 2 are subject to the
provisions
of
any written employment agreement you may have with the Company and
the
Tenneco Inc. Change In
Control Severance Benefit Plan for Key Executives or
any
successor thereto (as the same may be amended from time to time,
the
"Severance Plan").
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3.
Committee
Discretion to Amend Award.
The Committee may amend or terminate this Award at any time in
its
sole
discretion (a) to exercise downward discretion in the amount
payable
under this Award if the Committee determines that the payout
yielded or
that
would be yielded by this Award for the Performance Period does
not
accurately reflect the Company's performance for the Performance
Period
because the payout is too great, (b) to reflect changes in the
number of
outstanding Long Term Performance Units (and similar awards) of the
Company
outstanding for the Performance Period (as compared to t
