Exhibit 10.36
TENNECO AUTOMOTIVE INC. STOCK OWNERSHIP PLAN
BOARD OF DIRECTORS PERFORMANCE SHARE AWARD AGREEMENT
Participant
Pursuant to the provisions of the Tenneco Automotive Inc. Stock Ownership Plan, you were granted an Award
of ______ Performance Shares, on ("Grant Date"). The Restricted Period applicable to the Award begins on the
Grant Date and ends on ______________, being at least six months after the Grant Date, subject to the
performance targets identified on Exhibit A. The performance targets may be adjusted by the
Compensation/Nominating/Governance Committee to reflect the effects of any Corporate Transaction to the
extent allowed by Internal Revenue Code Sec. 162(m) and the regulations thereunder. During the Restricted
Period, and until all conditions imposed on the shares are satisfied, the Performance Shares are restricted in that
they may not be sold, transferred, pledged or otherwise encumbered, or disposed of, by you. However, you will
be entitled to receive payments, equivalent in timing and amount to the dividends paid on the Common Stock of
Tenneco Automotive Inc., ("Common Stock"), as if each Performance Share represented one full share of
Common Stock, as long, during the Restricted Period, as you continue as a member of the Board of the Tenneco
Automotive Inc. Companies. Such payments may be in the form of additional Performance Shares subject to the
same restrictions as the original shares. If you remain a board member throughout the Restricted Period, and all
the conditions are satisfied, or if your board membership terminates before the expiration of the Restricted Period
as a result of your Retirement, Death, or Total Disability (all as defined in the Plan), the restrictions will lapse, and
one share of Common Stock of Tenneco Automotive Inc., (or, in certain situations based upon country of
residence, a cash equivalent payment) will be delivered to you or your beneficiary, for each Performance Share.
Generally, if your board membership terminates for any othe