TEN Tenneco Inc

Effective April 1, 2020, Tenneco Inc. (the “Company”) amended and restated (the “Amendment”) the Tenneco Automotive Operating Company Inc. Severance Benefit Plan and Summary Plan Description (the “Plan” ) which was adopted by the Company on July 20, 2018. The Amendment constitutes an amendment, restatement and continuation of the Plan and applies to any termination occurring after March 31, 2020.

The Amendment provides that the cash severance payment and medical subsidy payment to which a participant is entitled under the Plan will be paid in substantially equal installments in accordance with normal payroll practices beginning on the payment date, which is generally the 70th day following the termination date, and continuing during the severance period. The Amendment also provides that participants will not be entitled to severance payments or benefits, including cash severance payments, medical subsidy payments or outplacement services, for periods after the participant obtains “Alternative Employment.”

“Alternative Employment” means employment with an entity other than the Company or certain of its subsidiaries that begins after the participant’s termination date and regardless of whether the employment is comparable in any aspect to the participant’s employment with the Company and its subsidiaries immediately prior to the participant’s termination date, subject to exceptions approved in writing by the administrative committee which consists of the Company’s Chief Executive Officer, Chief Financial Officer and Chief Human Resources Officer.

The Plan provides that payments and benefits are provided under the Plan only in the case of “Covered Termination” which includes a termination for Good Reason. The Amendment modifies the definition of “Good Reason” to provide that an across-the-board reduction of salary for substantially all similarly-situated employees does not constitute a basis for a Good Reason termination under the Plan.