Severability Contract Clauses (27,855)

Severability. The Employee agrees that in the event that any court of competent jurisdiction shall finally hold that any provision of this Agreement is void or constitutes an unreasonable restriction against the Employee, this Agreement shall not be rendered void but shall apply with respect to such extent as such court may judicially determine constitutes a reasonable restriction under the circumstances. If any part of this Agreement is held by a court of competent jurisdiction to be invalid, illegible or in...capable of being enforced in whole or in part by reason of any rule of law or public policy, such part shall be deemed to be severed from the remainder of this Agreement for the purpose only of the particular legal proceedings in question and all other covenants and provisions of this Agreement shall in every other respect continue in full force and effect and no covenant or provision shall be deemed dependent upon any other covenant or provision. Severability and reformation shall apply. 15 It is understood and agreed that should any portion of any clause or paragraph of this Agreement be deemed too broad to permit enforcement to its full extent or should any portion of any clause or paragraph of this Agreement be deemed unreasonable, then said clause or paragraph shall be reformed and enforced to the maximum extent permitted by law. View More

Severability. Nothing in this Agreement is intended to require or shall be construed as requiring the Corporation to do or fail to do any act in violation of applicable law. The Corporation's inability, pursuant to court order, to perform its obligations under this Agreement shall not constitute a breach of this Agreement. The provisions of this Agreement shall be severable as provided in this Section 14. If this Agreement or any portion hereof shall be invalidated on any ground by any court of competent juri...sdiction, then the Corporation shall nevertheless indemnify Indemnitee to the fullest extent permitted by any applicable portion of this Agreement that shall not have been invalidated, and the balance of this Agreement not so invalidated shall be enforceable in accordance with its terms. View More

Severability. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be enforceable under applicable law. However, if any provision of this Agreement is deemed unenforceable under applicable law by a court having jurisdiction, the provision will be unenforceable only to the extent necessary to make it enforceable without invalidating the remainder thereof or any of the remaining provisions of this Agreement.

Severability. If a provision of this Award Agreement is held invalid by a court of competent jurisdiction, the remaining provisions will 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.11. Plan Governs. The Award evidenced by this Award Agreement is granted pursuant to the Plan,... and the shares of Restricted Stock and this Award Agreement are in all respects governed by the Plan and subject to all of the terms and provisions thereof, whether such terms and provisions are incorporated in this Award Agreement by reference or are expressly cited.12. 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. ACCEPTED:TENNECO INC. ______________________________________________________________________________________________Type or Print Legal NameSenior Vice President Global Human Resources and Administration _____________________________________ (Date) _____________________________________ Signature _____________________________________ Social Security Number or National ID _____________________________________ Street Address _____________________________________ City/State/Zip/Country 4 EX-10.3 3 ten-2016930x10qexhibit103.htm EX-10.3 Exhibit EXHIBIT 10.3TENNECO INC. 2006 LONG-TERM INCENTIVE PLANRESTRICTED STOCK AWARD AGREEMENTParticipantEffective as of ______________ (the "Grant Date"), the Participant has been granted a Full Value Award under the Tenneco Inc. 2006 Long-Term Incentive Plan (the "Plan") in the form of shares of restricted stock with respect to ______ shares of Common Stock ("Restricted Shares"). The Award shall be subject to the following terms and conditions (sometimes referred to as this "Award Agreement") and the terms and conditions of the Plan as the same may be amended from time to time. Terms used in this Award Agreement are defined elsewhere in this Award Agreement; provided, however, that, capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Plan. View More

Severability. If any provision of this Warrant is held to be unenforceable under applicable law, such provision shall be excluded from this Warrant and the balance of the Warrant shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms 22. Limitation on Beneficial Ownership. Except as provided otherwise in this Section, the number of Shares that may be acquired upon the exercise of this Warrant shall be limited to the extent necessary to ensure that, aft...er giving effect to such exercise, the number of shares of Common Stock then beneficially owned by the Holder and its Affiliates and any other 10 persons or entities whose beneficial ownership of Common Stock would be aggregated with the Holder's for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (including shares held by any "group" of which the Holder is a member, but, for avoidance of doubt, excluding shares of Common Stock issuable upon conversion or exercise of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set forth herein) does not exceed 9.99% of the total number of shares of Common Stock of the Company issued and outstanding immediately after giving effect to such conversion (or deemed conversion for voting purposes) (the "Beneficial Ownership Cap"). For purposes hereof, "group" has the meaning set forth in Section 13(d) of the Exchange Act and applicable regulations of the Securities and Exchange Commission, and the percentage held by the Holder shall be determined in a manner consistent with the provisions of Section 13(d) of the Exchange Act. As used herein, the term "Affiliate" means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. With respect to the Holder, any investment fund or managed account that is managed on a discretionary basis by the same investment manager as the Holder will be deemed to be an Affiliate of the Holder. This paragraph shall be construed and administered in such manner as shall be consistent with the intent of the first sentence of this paragraph. Any provision hereof which would require a result that is not consistent with such intent shall be deemed severed herefrom and of no force or effect with respect to the exercise contemplated by this Warrant. For purposes of the foregoing, the number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrants, but shall exclude the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted shares of Series B Shares beneficially owned by the Holder or any of its affiliates and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any notes or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained in this Section beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 22, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of this Section, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company's most recent Form 10-K, Form 10-Q, or Form 8-K, as the case may be, (2) a more recent public announcement by the Company, or (3) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written request of any the Holder, the Company shall within two (2) business days following the receipt of such notice, confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the exercise of the Warrant (or portion thereof being exercised) by the Holder and its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section to correct this Section (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. View More

Severability. Whenever possible, each provision of this Letter Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Letter Agreement, or any clause thereof, shall be determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, in whole or in part, such provision or clause shall be limited or modified in its application to the minimum extent necessary to make such provision or clause valid, legal and enforcea...ble, and the remaining provisions and clauses of this Letter Agreement shall remain fully enforceable and binding on the parties. View More

Severability. The invalidity or unenforceability of any provision of this Agreement or any covenant herein contained shall not affect the validity or enforceability of any other provision or covenant hereof or herein contained and any such invalid provision or covenant shall be deemed to be severable.

Severability. If any provision of this Agreement or the application thereof is held invalid, any such invalidity shall not affect other provisions or applications of this Agreement that can be given effect without the invalid provisions or application.. 8. Other Agreements Unaffected. Except as expressly provided herein, this Agreement shall have no effect on any other agreement between the Executive and the Company or any of its affiliates, and any such other agreement shall remain in full force and effect i...n accordance with its terms, including, for the avoidance of doubt, that certain Noncompete Agreement, dated May 1, 2007, between the Company and the Executive. View More

Severability. This Agreement is intended to be severable. In the event that any one or more of the provisions of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. Moreover, if any one or more of the provisions contained in this Agreement is held to be excessively broad as to duration, scope, activity or subject, such provisions will be construed by limiting and reducing them... so as to be enforceable to the maximum extent compatible with applicable law. View More

Severability. This Agreement shall become effective and enforceable on the eighth (8th) day following its execution by Executive, provided Executive does not exercise Executive's right of revocation as described above (the "Effective Date"). If Executive revokes Executive's signature, this Agreement will be without force or effect, and Executive shall not be entitled to any of the rights and benefits hereunder. Delivered to Executive for Executive's consideration this 5th day of December, 2016. Comerica Incor...porated By: /s/ John D. Buchanan Name:John D. Buchanan Title:Executive Vice President, Governance, Regulatory Relations & Legal AffairsDate:December 21, 2016 Restrictive Covenants and General Release Agreement 21 of 22 I, PAT FAUBION, HAVING READ THE FOREGOING SEPARATION AND RESTRICTIVE COVENANTS AGREEMENT, UNDERSTANDING ITS CONTENT AND HAVING HAD AN OPPORTUNITY, AND BEEN ADVISED, TO CONSULT WITH COUNSEL OF MY CHOICE, DO HEREBY KNOWINGLY AND VOLUNTARILY SIGN THIS AGREEMENT, THEREBY AGREEING TO THE TERMS THEREOF AND WAIVING AND RELEASING MY CLAIMS, ON December 11, 2016. /s/ Pat Faubion Pat Faubion Restrictive Covenants and General Release Agreement 22 of 22 EX-10.19C 7 cma-201610k_ex1019c.htm FAUBION RESTRICTIVE COVENANTS AND GENERAL RELEASE AGREEMENT Exhibit RESTRICTIVE COVENANTS AND GENERAL RELEASE AGREEMENTTHIS RESTRICTIVE COVENANTS AND GENERAL RELEASE AGREEMENT (the "Agreement") is entered into on December 11, 2016 between Pat Faubion (hereafter "Executive") and Comerica Incorporated, a Delaware corporation, for the benefit of Comerica Incorporated, Comerica Bank, a Texas banking association, all of their past, present and future subsidiaries, affiliates, predecessors, and successors, and all of their subsidiaries and affiliates, (hereafter all individually and collectively referred to as "Comerica"). This Agreement sets forth the complete understanding and agreement between Comerica and Executive relating to Executive's employment and cessation of employment with Comerica. This Agreement shall be effective as of the Effective Date (as defined in Paragraph 18 below), and in the event the Effective Date does not occur, this Agreement shall be void ab initio.Accordingly, Executive and Comerica hereby agree as follows:1.Separation from Employment. Executive and Comerica agree that Executive's employment with Comerica shall terminate effective January 3, 2017 (the "Separation Date"). View More