TENNECO INC. (NASDAQ:TEN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On December21, 2016, Tenneco Inc. (the Company) announced that
Josep Fornos will no longer serve as the Companys Executive Vice
President Enterprise Business Initiatives, effective March31,
2017, and will retire from the Company on March31, 2018.

On December15, 2016, Mr.Fornos entered into a Leave and
Termination Agreement (the Spain Agreement) with Tenneco
Automotive Iberica, S.A., a wholly owned subsidiary of the
Company, and a Transaction Regarding the Termination of the
Employment Agreement (together with the Spain Agreement, the
Agreements) with Tenneco Automotive Europe BVBA, a wholly owned
subsidiary of the Company. The Agreements provide for the
repatriation of Mr.Fornos to Spain from Belgium, replace the
terms of Mr.Fornos existing employment agreements with the
Companys affiliates and provide for a paid leave of absence
beginning April1, 2017 until Mr.Fornos retirement. to the Spanish
Agreement, Mr.Fornos will receive (a)relocation and moving
expenses from Belgium to Spain, (b)an annual base salary of
465,000 Euros during his leave of absence, paid monthly in
arrears, (c)a bonus for the Companys 2016 performance period in
accordance with the Tenneco Inc. Executive Bonus Plan, (d)a bonus
for the Companys 2017 performance period at his target amount of
395,250 Euros, to be paid in the first quarter of 2018, (e) a
lump sum payment of 300,000 Euros upon his retirement,
(f)benefits during his leave of absence including a housing
allowance, company car, medical benefits, tax preparation, life
and disability coverage, reimbursements for any direct
contributions to the Spanish social security program and
contributions to the Companys Spanish deferred contribution plan,
and (g)title to his company car. Mr.Fornos will retain any
previously granted incentive awards in accordance with the
applicable plans; however, Mr.Fornos will receive no awards in
2017 or 2018.

Mr.Fornos will remain Executive Vice President Enterprise
Business Initiatives until March31, 2017 to assist with
transition efforts.

The foregoing summaries of the Agreements do not purport to be
complete and are subject to, and qualified in their entirety by,
the full text of the Agreements attached hereto as Exhibits 10.1
and 10.2 and incorporated herein by reference.

(d) Exhibits.

About TENNECO INC. (NASDAQ:TEN)