Restricted Stock Unit Inducement Grant Award Agreement, effective as of April 1, 2020, by andbetween Tenneco Inc. and Kenneth R. Trammell

Kenneth R. Trammell (“Executive”)

Division Allocation as of Grant Date:    DRiV

As a material inducement for the Executive to commence employment as the Interim Executive Vice President and Chief Financial Officer of Tenneco Inc. (the “Company”) in accordance with the New York Stock Exchange Listing Company Manual Rule 303A.08, effective as of April 1, 2020, the Executive is hereby been granted an award of restricted stock units (“Restricted Stock Units”) with respect to 141,243 shares of the Company’s class A voting common stock, par value $0.01 per share (“Common Stock”). The Award is subject to the following terms and conditions (sometimes referred to as this “Award Agreement”). Terms used in this Award Agreement are defined elsewhere in this Award Agreement; provided, however, that, solely for convenience, capitalized terms used herein and not otherwise defined shall have the same meaning set forth in the Tenneco Inc. 2006 Long-Term Incentive Plan (the “Incentive Plan”). Notwithstanding any provision of this Award Agreement, this Award is not granted under the Incentive Plan.

1.Dividend Cash Amounts.  This Award contains the right to receive cash credits to a hypothetical bookkeeping account (a “Dividend Cash Account”) in respect of dividends paid with respect to shares of Common Stock in accordance with the following:

The Dividend Cash Amounts credited to the Executive’s Dividend Cash Account shall be subject to the same vesting provisions as the Restricted Stock Units to which the Dividend Cash Amounts relate and shall be settled in accordance with Paragraph 3.  No Dividend Cash Amounts with respect to a Restricted Stock Unit shall be credited under this Award Agreement for any period after the Vesting Date (as defined in Paragraph 2) applicable to such Restricted Stock Unit.  Amounts credited to the Executive’s Dividend Cash Account shall not be credited with any investment earnings.

2.Vesting and Forfeiture of Restricted Stock Units and Dividend Cash Amounts.  All Restricted Stock Units and Dividend Cash Amounts credited to the Executive’s Dividend Cash Account shall be unvested unless and until they become vested and nonforfeitable in accordance with this Paragraph 2.  Subject to the terms and conditions of this Award Agreement, the Restricted

Stock Units and associated Dividend Cash Amounts awarded hereunder shall vest on the earlier of August 14, 2020 or the date on which the Company appoints a successor Chief Financial Officer (each a “Vesting Date”), provided, in either case, that the Executive is continuously employed by the Company or a Subsidiary through the applicable Vesting Date.  Notwithstanding the foregoing:

All Restricted Stock Units and associated Dividend Cash Amounts that are not vested upon the Executive’s Termination Date shall immediately expire and shall be forfeited and the Executive shall have no further rights thereto.  In the event of forfeiture for any reason, the balance in the Executive’s Dividend Cash Account shall be reduced by the amount of any Dividend Cash Amounts that are forfeited. For purposes of this Agreement, “Total Disability” means an event that results in the Executive being (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company or its Subsidiaries.

3.Settlement and Payment.  Subject to the terms and conditions of this Award Agreement, Restricted Stock Units and associated Dividend Cash Amounts that have become vested in accordance with Paragraph 2 shall be paid and settled as of the applicable Vesting Date.  The date on which payment and settlement occurs is referred to as the “Settlement Date.” Unless otherwise determined by the Committee, (a) settlement of the vested Restricted Stock Units on a Settlement Date shall be made in the form of shares of Common Stock with one share of Common Stock being issued in settlement of each Restricted Stock Unit, plus an amount of cash equal to the Fair Market Value of any fractional Restricted Stock Unit being settled as of such Settlement Date and (b) settlement of the vested Dividend Cash Amounts on a Settlement Date shall be paid in a cash lump sum payment. Upon the settlement of any vested Restricted Stock Units such Restricted Stock Units shall be cancelled and upon payment of any Dividend Cash Amounts the balance in the Executive’s Dividend Cash Account shall be reduced by the amount paid to the Executive pursuant to subparagraph 3(b).

4.Withholding.  This Award and any distribution in respect of this Award, are subject to withholding of all applicable taxes, and the delivery of any cash or other benefits under this Award is conditioned on satisfaction of the applicable tax withholding obligations. Such withholding obligations may be satisfied, at the Executive’s election, (a) through cash payment by the Executive or (b) through the surrender of cash or shares of Common Stock to which the Executive is otherwise entitled under this Award; provided, however, that any withholding obligations with respect to any Executive shall be satisfied by the method set forth in subparagraph 4(b) (through the withholding of shares otherwise payable pursuant to this Award) unless the Executive otherwise elects in accordance with this Paragraph 4; and provided further that any withholding with respect to payments of Dividend Cash Amounts shall be satisfied by the method set forth in subparagraph 4(a). The amount withheld in the form of shares of Common Stock

under this Paragraph 4 may not exceed the minimum statutory withholding obligation (based on the minimum statutory withholding rates for Federal and state purposes, including, without limitation, payroll taxes) unless otherwise elected by the Executive, in no event shall the Executive be permitted to elect less than the minimum statutory withholding obligation, and in no event shall the Executive be permitted to elect to have an amount withheld in the form of shares of Common Stock pursuant to this Paragraph 4 that exceeds the maximum individual tax rate for the employee in applicable jurisdictions.

5.Transferability.  This Award is not transferable except as designated by the Executive by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order.

6.Heirs and Successors.  If any benefits deliverable to the Executive under this Award Agreement have not been delivered at the time of the Executive’s death, such benefits shall be delivered to the Executive’s Designated Beneficiary, in accordance with the provisions of this Award Agreement. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Executive in a writing filed with the Company in such form and at such time as the Company shall require and in accordance with such rules and procedures established by the Company. If a deceased Executive fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Executive, any rights that would have been exercisable by the Executive and any benefits distributable to the Executive shall be distributed to the legal representative of the estate of the Executive.

7.Administration.  The authority to administer and interpret this Award and this Award Agreement shall be vested in the Committee, and the Committee shall have all powers with respect to this Award and this Award Agreement as it would have if the Award was made under the Incentive Plan. Any interpretation of this Award or this Award Agreement by the Committee and any decision made by it with respect to this Award or this Award Agreement is final and binding on all persons.

8.Adjustment of Award. The number of Restricted Stock Units awarded pursuant to this Award may be adjusted by the Committee in a manner consistent with Section 5.2 of the Incentive Plan to reflect certain corporate transactions which affect the number, type or value of the Restricted Stock Units.

9.Notices.  Any notice required or permitted under this Award Agreement shall be deemed given when delivered personally, or when deposited in a United States Post Office, postage prepaid, addressed, as appropriate, to the Committee or the Company at the Company’s principal offices, to the Executive at the Executive’s address as last known by the Company or, in any case, such other address as one party may designate in writing to the other.

10.Amendments.  The Committee may amend this Award Agreement, provided that, no amendment or termination may, in the absence of written consent to the change by the affected Executive (or, if the Executive is not then living, the affected beneficiary), adversely affect the rights of any Executive or beneficiary under this Award Agreement prior to the date such amendment or termination is adopted by the Committee. Adjustments described in Paragraph 8 shall not be subject to the terms of this Paragraph 10.

11.Unfunded Obligation. The Award shall not be funded, no trust, escrow or other provisions shall be established to secure payments and distributions due hereunder and this Award shall be regarded as unfunded for purposes of the Employee Retirement Income Security Act of 1974, as amended, and the Code. The Executive shall be treated as a general, unsecured creditor of the Company with respect to amounts payable hereunder, and shall have no rights to any specific assets of the Company. Without limiting the generality of the foregoing, any amounts credited to the Dividend Cash Account will remain general assets of the Company and shall be payable solely from the general assets of the Company.

12.Severability.  If a provision of this Award Agreement is held invalid by a court of competent jurisdiction, the remaining provisions shall nonetheless be enforceable according to their terms.  Further, if any provision is held to be overbroad as written, that provision shall be amended to narrow its application to the extent necessary to make the provision enforceable according to applicable law and enforced as amended.

13.Other Terms. 

14.Counterparts. This Award Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

15.Special Section 409A Rules.  It is intended that any amounts payable under this Award Agreement shall either be exempt from or comply with section 409A of the Code. The provisions of this Award shall be construed and interpreted in accordance with section 409A of the Code. Notwithstanding any other provision of this Award Agreement to the contrary, if any payment or benefit hereunder is subject to section 409A of the Code, and if such payment or benefit is to be paid or provided on account of the Executive’s termination of employment (or other separation from service):

made or provided prior to the first day of the seventh month following the Executive’s separation from service or termination of employment, such payment or benefit shall be delayed until the first day of the seventh month following the Executive’s termination of employment or separation from service; and

EXECUTIVE:                        TENNECO INC.:

                            

/s/ Kenneth R. Trammell                 /s/ Kaled Awada