Exhibit 10.63
January 15, 2007
TENNECO INC.
RESTRICTED STOCK AWARD AGREEMENT
You are hereby granted an Award (the
“Award”) of 125,000 shares of Common Stock of Tenneco
Inc. (“Shares”) as of January 15, 2007
(“Grant Date”). The “Restricted Period”
applicable to this Award begins on the Grant Date and ends
(i) as to the first one-third of the Shares, on the first
anniversary of the Grant Date, (ii) as to the second one-third
of the Shares, on the second anniversary of the Grant Date and
(iii) as to the remaining one-third of the Shares, on the
third anniversary of the Grant Date. As used herein the term
“Restricted Shares” means any Shares subject to this
Award and for which the Restricted Period remains in effect.
During the applicable Restricted
Period, and until all conditions imposed on the related Restricted
Shares are satisfied, such Restricted Shares are restricted in that
(i) they will be held by the Company and may not be sold,
transferred, pledged or otherwise encumbered, tendered or
exchanged, or disposed of, by you except as otherwise provided by
the Compensation/Nominating/Governance Committee of the
Company’s Board of Directors (the “Committee”) or
except as designated by you by will or by the laws of descent and
distribution and (ii) they are subject to forfeiture by you
under certain circumstances as described herein. However, as long
as the applicable Restricted Shares have not been forfeited, during
the related Restricted Period (a) you will be entitled to receive,
subject to withholding for taxes, dividends (which for tax purposes
will generally be treated as ordinary compensation) payable on the
Restricted Shares, which the Company may require to be reinvested
in additional shares of Common Stock subject to the same
restrictions as the shares on which such dividends are paid and
(b) you may vote the Restricted Shares. If you remain employed
by the Company and its subsidiaries (the
“Subsidiaries”) throughout the applicable Restricted
Period and all the conditions are satisfied, or if your employment
by the Company and its Subsidiaries is involuntarily terminated for
any reason other than Cause before the termination of the
applicable Restricted Period or is terminated as a result of your
death or Total Disability, the restrictions on the related
Restricted Shares will lapse, and shares of Common Stock in an
amount equal to the number of Restricted Shares as to which the
restrictions have lapsed will be delivered to you (or your
beneficiary), subject to withholding for taxes. If your employment
terminates for any other reason before the expiration of the
Restricted Period, you will forfeit the Restricted Shares unless
the Committee determines otherwise. You agree that the term
“Restricted 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 Restricted 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. For purposes hereof, the term “Total
Disability” means your 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; and the term “Cause” means your
(i) fraud, embezzlement, or theft in connection with your
employment, (ii) gross negligence in the performance of your
duties or (iii) conviction, guilty plea or plea of nolo contender
with respect to a felony.
You will generally be taxed on the
value of the Restricted Shares on the date the restrictions lapse.
However, as an alternative, you may elect under Internal Revenue
Code Section 83(b) to be taxed on the value of the Restricted
Shares on the Grant Date, identified above. Whether it is
beneficial for you to make this election should be determined after
consultation with your personal tax advisor. If you make this
election, the value of the Restricted Shares will be taxable to you
in the year of the Grant Date, rather than in the year that the
restriction
