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Guiding Principle — You may not buy or sell — or assist others in buying or selling — securities of Tenneco or any other company if you have material inside information about the company that you learned while at Tenneco. It is your obligation to understand and comply with this policy. Definition of Material Information. It is not possible to define all categories of material information. However, information should be regarded as material if there is a substantial likelihood that it would be considered important to a reasonable investor in making an investment decision regarding the purchase or sale of securities.
Information is nonpublic if it has not yet been generally disclosed to the investing public. While it may be difficult under this standard to determine whether particular information is material, there are various categories of information that are particularly sensitive and therefore more likely to be considered material.
Examples of such information include:. Either positive or negative information may be material. Therefore, Insiders may not engage in any of the following transactions, even if they do not possess material nonpublic information:. Securities pledged as collateral can be sold without your consent in certain circumstances. This means that a sale may occur at a time when the pledgor is aware of material nonpublic information.
It is the duty of all directors, officers and employees of Tenneco to maintain the confidentiality of nonpublic information belonging or relating to Tenneco or obtained through any relationship of confidence. As described above, nonpublic information should be treated as confidential and confined to personnel who must have such information to carry out their duties, on a "need to know" basis.
This prohibition on the disclosure of nonpublic information applies specifically but not exclusively to inquiries about the Company which may be made by the financial press, investment analysts or others in the financial or investment community.
It is important that all such communications on behalf of the Company be through an appropriately designated officer under carefully controlled circumstances. If you receive any inquiries of this nature, you should follow the procedures described in the Compliance Policy Manual under the section entitled "Dissemination of Corporate Information.
This portion of the policy applies to any and all transactions involving Company securities, including without limitation open market or private purchases and sales, stock plan transactions such as an option exercise, a gift, a contribution to trust or any other transfer.
Mandatory Preclearance and Reporting. The General Counsel or his designee will then determine whether the transaction may proceed. The Company is available to assist in Section 16 reporting, however, the obligation to comply with Section 16 is personal. These Powers of Attorney enable the Company to prepare and file the Section 16 reports on a timely basis. Trades in Company securities that are executed pursuant to an approved trading plan meeting the requirements of Rule 10b of the Securities Exchange Act of a "Rule 10b Trading Plan" are not subject to pre-clearance procedures and blackout periods.
Rule 10b Trading Plans may be adopted, amended and replaced only during periods when trading is permitted and under no circumstances when the individual is in possession of material, nonpublic information about the Company. Section 16 Reporting Persons are responsible for notifying the Company immediately of any trade under a Rule 10b Trading Plan, to help facilitate Section 16 compliance.
This exemption does not apply to the sale of any shares issued upon such exercise and it does not apply to a cashless exercise of options, which is accomplished by a sale of a portion of the shares issued upon exercise of an option. Every officer, director and other employee, consultant and contractor has the individual responsibility to comply with this policy and all applicable securities laws. Pursuant to federal and state securities laws, Insiders may be subject to criminal and civil fines and penalties as well as imprisonment for engaging in transactions in the securities at a time when they have knowledge of material nonpublic information.
Examples of such information include: Quarterly financial results Known but unannounced future earnings or losses News of a pending or proposed merger News of the disposition or acquisition of significant assets New significant litigation A significant engineering issue or warranty claim The loss of a significant customer A significant governmental investigation, audit or review Changes in dividend policy Stock splits New equity or debt offerings Either positive or negative information may be material.
Therefore, Insiders may not engage in any of the following transactions, even if they do not possess material nonpublic information: Short sales of Tenneco stock. Transactions to hedge or offset the risks and benefits of ownership of Tenneco securities. Insiders may not engage in transactions that are designed to hedge or offset, or that have the effect of hedging or offsetting, any change in the value of Tenneco securities.
The prohibition includes the purchase or sale of options, warrants, puts, calls, prepaid variable forwards, equity swaps, collars, exchange funds and other derivatives.
The prohibition also applies to any other transaction that is designed to hedge or offset, or that has the effect of hedging or offsetting, any change in the value of Tenneco securities. This does not apply to your receipt of stock options or any other form of equity as part of a Company benefit plan.
Trading in Tenneco securities on margin. Short-term trading in Tenneco securities. Attachment 1 All officers and directors of Tenneco Inc. All general managers, country managers, plant managers, controllers and their respective administrative assistants.