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Notices to Executive: To | the address listed for Executive in the personnel records of the Company. | |
Notices to the Company: | EnPro Industries, Inc. 5605 Carnegie Blvd. Suite 500 Charlotte, NC 28209 Attention: General Counsel Facsimile: (704) 731-1531 |
14
ENPRO INDUSTRIES, INC. | ||||||||
By: | /s/ William Dries | |||||||
Name: | William Dries | |||||||
Title: | Senior Vice President and Chief Financial Officer | |||||||
By: | /s/ Richard L. Magee | |||||||
Name: | Richard L. Magee | |||||||
Title: | Senior Vice President, General Counsel and Secretary | |||||||
/s/ Stephen E. Macadam | ||||||||
STEPHEN E. MACADAM |
15
Notice of Grant of Stock Options and Option Agreement | EnPro Industries, Inc. ID: 01-0583945 |
Stephen E. Macadam c/o EnPro Industries, Inc. 5605 Carnegie Blvd. Charlotte, NC United States 282094674 | Option Number: Plan: ID: | XXXXXX 20XX XXXXXXXX |
Vest | Full | |||||
Shares | Type | Vest | Expiration | |||
33,333 | On Vest Date | 4/14/2009 | 4/13/2018 | |||
33,333 | On Vest Date | 4/14/2010 | 4/13/2018 | |||
33,334 | On Vest Date | 4/14/2011 | 4/13/2018 |
EnPro Industries, Inc. | Date | |
Stephen E. Macadam | Date |
AMENDED AND RESTATED 2002 EQUITY COMPENSATION PLAN
RESTRICTED SHARES AWARD AGREEMENT
NUMBER OF | ||||||
GRANTED TO | GRANT DATE | SHARES | ||||
Stephen E. Macadam | April 14, 2008 | 53,500 |
1. | Subject to the terms and conditions of the Plan and this Agreement, the Company awards to you the number of shares of Common Stock shown above (the “Shares”). | |
2. | You acknowledge having read the Prospectus and agree to be bound by all the terms and conditions of the Plan and this Agreement. | |
3. | The Shares shall become vested on the date(s) shown on the enclosedExhibit B. Until they become vested, the Shares shall be held by the Company. While the Shares are held by the Company, you shall not have the right to sell or otherwise dispose of the Shares or any interest therein. | |
4. | Prior to vesting, you shall have the right to receive dividends on the Shares but you shall have no right to vote the Shares. | |
5. | You agree that you shall comply with (or provide adequate assurance as to future compliance with) all applicable securities laws and income tax laws as determined by the Company as a condition precedent to the release of any Shares pursuant to this Agreement. In addition, you agree that, upon request, you will furnish a letter |
Attachment 2-1
agreement providing that (i) you will not distribute or resell any of said Shares in violation of the Securities Act of 1933, as amended, (ii) you will indemnify and hold the Company harmless against all liability for any such violation and (iii) you will accept all liability for any such violation. |
6. | By executing and returning the Beneficiary Designation Form attached asExhibit C, you may designate a beneficiary to receive any Shares awarded hereunder in the event of your death while in service with the Company. If you do not designate a beneficiary or if your designated beneficiary does not survive you, then your beneficiary will be your estate. | |
7. | You acknowledge and agree that upon your termination of employment with the Company and its subsidiaries resulting in the forfeiture of any unvested Shares in accordance with paragraph 3 andExhibit B of this Agreement or otherwise in accordance with the Plan, (i) your right to receive cash dividends on, and all other rights, title or interest in, to or with respect to, unvested Shares shall automatically, without further act, terminate and (ii) the unvested Shares shall be returned to the Company. You hereby irrevocably appoint (which appointment is coupled with an interest) the Company as your agent and attorney-in-fact to take any necessary or appropriate action to cause the Shares to be returned to the Company, including without limitation executing and delivering stock powers and instruments of transfer, making endorsements and/or making, initiating or issuing instructions or entitlement orders, all in your name and on your behalf. You hereby ratify and approve all acts done by the Company as such attorney-in-fact. Without limiting the foregoing, you expressly acknowledge and agree that any transfer agent for the Shares is fully authorized and protected in relying on, and shall incur no liability in acting on, any documents, instruments, endorsements, instructions, orders or communications from the Company in connection with the Shares or the transfer thereof, and that any such transfer agent is a third party beneficiary of this Agreement. | |
8. | The existence of this award shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stocks ahead of or convertible into, or otherwise affecting the Company’s Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. | |
9. | Any notice which either party hereto may be required or permitted to give to the other shall be in writing and may be delivered personally, by intraoffice mail, by fax, by electronic mail or other electronic means, or via a postal service, postage |
Attachment 2-2
prepaid, to such electronic mail or postal address and directed to such person as the Company may notify you from time to time; and to you at your electronic mail or postal address as shown on the records of the Company from time to time, or at such other electronic mail or postal address as you, by notice to the Company, may designate in writing from time to time. | ||
10. | Regardless of any action the Company or your employer takes with respect to any or all income tax, payroll tax or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items owed by you is and remains your responsibility and that the Company and/or your employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this award, including the grant and vesting of the Shares, the subsequent sale of Shares following vesting and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the Shares to reduce or eliminate your liability for Tax-Related Items. | |
In the event the Company determines that it and/or your employer must withhold any Tax-Related Items as a result of your participation in the Plan, you agree as a condition of the grant of the Shares to make arrangements satisfactory to the Company and/or your employer to enable it to satisfy all withholding requirements, including, but not limited to, withholding any applicable Tax-Related Items from the vesting and delivery of the Shares. In addition, you authorize the Company and/or your employer to fulfill its withholding obligations by all legal means, including, but not limited to: withholding Tax-Related Items from your wages, salary or other cash compensation your employer pays to you; withholding Tax-Related Items from the cash proceeds, if any, received upon sale of any Shares following vesting; and at the time of vesting, withholding Shares sufficient to meet minimum withholding obligations for Tax-Related Items. The Company may refuse to deliver Shares upon vesting if you fail to comply with any withholding obligation. | ||
11. | In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Agreement, and the Agreement shall be construed and enforced as if the illegal or invalid provision had not been included. This Agreement constitutes the final understanding between you and the Company regarding the Shares. Any prior agreements, commitments or negotiations concerning the Shares are superseded. Subject to the terms of the Plan, this Agreement may only be amended by a written instrument signed by both parties. |
Attachment 2-3
ENPRO INDUSTRIES, INC. | ||||||||
By: | ||||||||
Name: | ||||||||
Title: | ||||||||
EMPLOYEE | ||||||||
�� | ||||||||
Attachment 2-4
Attachment 2A-1
Attachment 2A-2
Attachment 2A-3
• | In no event may any individual receive awards under the Plan for a given calendar year covering in excess of 500,000 shares of our common stock. | ||
• | We will not grant ISOs covering in the aggregate more than 1,000,000 shares of our common stock during the term of the Plan. | ||
• | We will not issue more than 1,000,000 shares of our common stock in respect of performance share awards or other equity-based awards. | ||
• | We will not issue more than 150,000 shares of our common stock in respect of restricted share awards. |
Attachment 2A-4
Attachment 2A-5
Attachment 2A-6
Attachment 2A-7
Attachment 2A-8
Attachment 2A-9
AMENDED AND RESTATED 2002 EQUITY COMPENSATION PLAN
RESTRICTED SHARES AWARD AGREEMENT
AMENDED AND RESTATED 2002 EQUITY COMPENSATION PLAN
RESTRICTED SHARES AWARD AGREEMENT
Name and Address | Relationship | |||
of Beneficiary | Social Security # | to Participant | ||
Employee’s Name (Please print) | ||||||||
Witness: | ||||||||
Signature of Employee | ||||||||
Date: | ||||||||
By: | ||||||||
Attachment 4-1
Attachment 4-2
Attachment 4-3
Attachment 4-4
Attachment 4-5
Attachment 4-6
Attachment 4-7
Attachment 4-8
Attachment 4-9
Attachment 4-10
Attachment 4-11
Attachment 4-12
Attachment 4-13
Attachment 4-14
Attachment 4-15
ENPRO INDUSTRIES, INC. | ||||
By: | ||||
Name: | ||||
Title: | ||||
STEPHEN E. MACADAM | ||||
Attachment 4-16
Attachment 4, Exhibit 1
BENEFICIARY DESIGNATION
NAME | PERCENTAGE INTEREST | |||
TOTAL (CANNOT EXCEED 100%) | ||||
Attachment 4, Exhibit 2
Senior Officer Severance Plan
(Effective as of January 1, 2008)
Definitions
2 | Capitalized terms and phrases used in this Plan shall have the meanings set forth in Article I. |
Attachment 5-1
Attachment 5-2
1. | Base Salary. The Base Salary for the position is not less than the Base Salary in effect for the Senior Officer on the day before the Senior Officer’s employment with the Company was terminated; | ||
2. | Annual Performance Award. If the Senior Officer is a participant in the Company’s Senior Executive Annual Performance Plan or Management Annual Performance Plan, as applicable, the Senior Officer has the opportunity to earn an annual performance award that is comparable to the opportunity afforded the Senior Officer under the applicable Annual Performance Plan in effect on the day before the Senior Officer’s employment with the Company was terminated; and | ||
3. | Employment Location. The position does not require the Senior Officer to transfer to another employment location that is more than 50 miles farther from the Senior Officer’s residence than the Senior Officer’s previous employment location (except for travel reasonably required in performance of the Senior Officer’s responsibilities). |
Attachment 5-3
Attachment 5-4
Eligibility
Severance Benefits Provided By The Plan
Benefits Schedule | ||
Job Title | Base Salary and Benefit Continuation Period | |
President & Chief Executive Officer | 24 months of Base Salary and Benefit Continuation | |
Chief Operating Officer, Executive Vice Presidents, Senior Vice Presidents, Corporate Vice Presidents and Division Presidents | 12 months of Base Salary and Benefit Continuation |
Attachment 5-5
1. | Medical and Dental Coverage. Subject to (i) the Senior Officer’s timely election of continuation coverage under COBRA; and (ii) the Senior Officer’s continued co-payment of premiums at the same level and cost to the Senior Officer as if the Senior Officer were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), the Company shall pay the applicable COBRA continuation coverage premiums under the Company’s health and dental plans applicable to the Senior Officer. These payments shall continue until the sooner of: (a) the end of the Benefit Continuation Period; (b) the date the Senior Officer ceases to be eligible for COBRA or (c) the date the Senior Officer commences other employment that offers a health care program. If a Senior Officer or any of his or her dependents cease to be eligible for COBRA, the Company’s obligation to pay any premium for such person shall cease, but the Company’s obligation to pay the premium for the Senior Officer or any dependent who is still eligible for COBRA shall continue. The Senior Officer shall promptly notify the Company if he or she commences other employment that offers a health care program. | ||
With respect to the President and Chief Executive Officer, and provided there has been a timely election of COBRA and payment of premiums as provided above, the Company shall pay for comparable medical and dental coverage from the end of the COBRA continuation period until the earlier of: (i) 24 months after the President and Chief Executive Officer’s termination date; (ii) the date on which the President and Chief Executive Officer obtains employment that offers a health care program or (iii) the date on which the President and Chief Executive Officer becomes eligible for Medicare. During such period, the President and Chief Executive Officer shall continue to be responsible for payment of premiums at the same level and cost that he or she would have paid for health and dental coverage had he or she remained an active employee of the Company. Provided, however, that if the monthly cost of the comparable medical and dental coverage for such period exceeds the Prior Health Costs, the Company — in lieu of such payment — shall be permitted to pay directly to the President and Chief Executive Officer, on a monthly basis, an amount equal to the Prior Health Costs for such period. | |||
2. | Company-Paid Life Insurance Coverage. If the Senior Officer had Company-paid life insurance coverage at the time of the Senior Officer’s Qualifying Termination, the Company shall continue such coverage during the Senior Officer’s Benefit Continuation Period. The amount of Company-paid life insurance coverage that the Company shall continue for the Senior Officer shall be the amount of Company-paid life insurance coverage that the Senior Officer had at the time of the Senior Officer’s Qualifying Termination, and the Senior Officer shall continue to contribute for such coverage as if he or she had continued as an active employee of the Company. The Senior Officer’s Company-paid life insurance shall end when the Senior Officer becomes employed by a new employer which offers life insurance benefits to its employees. The foregoing shall not apply to any life insurance policies that may be used to fund the Company’s retirement obligations to the Senior Officer, portions of which policies may be transferred |
Attachment 5-6
to the Senior Officer from time to time in accordance with such written agreements as may be in effect at the time of transfer. | |||
3. | Stock Option Exercisability. Notwithstanding any provision of the Company’s 2002 Equity Compensation Plan (or any comparable equity award plan of the Company) or any applicable award agreement thereunder to the contrary, the Senior Officer may exercise any of the Senior Officer’s stock options that are vested as of the date of the Senior Officer’s Qualifying Termination at any time during the Benefit Continuation Period (but not exceeding the original expiration date of the options). | ||
4. | Outplacement Services. The Company shall provide the Senior Officer with outplacement services during the Benefit Continuation Period in a form, manner and with a scope and level of benefits determined in the Administrator’s discretion. |
Attachment 5-7
D. | Pro-rata LTIP Award. |
E. | Conditions. |
1. | Releases and Waivers of Claims.Any amounts payable under, or benefits provided pursuant to, this Plan shall be payable or provided only if the Senior Officer delivers to the Company and does not revoke a general release of all claims of any kind whatsoever that the Senior Officer has or may have against the Company and its officers, directors and employees, whether known or unknown, as of the date of the Senior Officer’s termination of employment, in such form as reasonably requested by the Company. | ||
2. | Cooperation.As a condition to the receipt of any severance benefits hereunder, the Senior Officer shall be deemed to have agreed to the provisions of this Article III.E(2). Upon the receipt of reasonable notice from the Company (including its outside counsel), the Senior Officer agrees that during the Benefit Continuation Period, the Senior Officer will respond and provide information with regard to matters concerning which the Senior Officer has knowledge as a result of the Senior Officer’s employment with the Company, and will provide reasonable assistance to the Company and its respective representatives in defense of any claims that may be made against the Company to the extent that such claims may relate to the period of the Senior Officer’s employment. The Senior Officer also agrees to inform the Company promptly (to the extent the Senior Officer is legally permitted to do so) if the Senior Officer is asked to assist in any investigation of or claim asserted against the Company. Upon presentation of appropriate documentation, the Company shall pay or reimburse the Senior Officer for all reasonable out-of-pocket travel, duplicating or telephonic expenses incurred by the Senior Officer in complying with this section. | ||
3. | Re-employment.If during the Senior Officer’s Benefit Continuation Period, the Senior Officer becomes re-employed with the Company, all benefits provided to the Senior |
Attachment 5-8
Officer hereunder shall terminate. Upon such termination, the Senior Officer shall be permitted to retain any lump sum amounts paid to him or her hereunder before becoming reemployed. | |||
4. | Confidentiality and Noncompetition Compliance.If the Administrator determines that the Senior Officer has breached any duty of confidentiality, non-solicitation or non-competition the Senior Officer owes to the Company, the Senior Officer shall forfeit all further benefits payable to the Senior Officer under this Plan and shall, at the Administrator’s direction, be required to repay to the Company any benefits the Senior Officer received from the Company under this Plan. In such case, the Administrator may offset any such repayment against any other amounts that the Company owes to the Senior Officer. |
Plan Administration
Claims And Appeals Procedure
Attachment 5-9
Attn: Senior Vice President — Human Resources (Severance Claim)
5605 Carnegie Blvd., Suite 500
Charlotte, NC 28209
Any claim should include the following: |
1. | The specific reason(s) for the Adverse Benefit Determination; |
Attachment 5-10
2. | Reference to the specific Plan provisions on which the determination is based; | ||
3. | A description of any additional material or information necessary for the Claimant to perfect the claim and an explanation of why such material or information is necessary; and | ||
4. | A description of the Plan’s appeal (review) procedures and the time limits applicable to such procedures, including a statement of the Claimant’s right to bring a civil action under ERISA § 502(a) following an Adverse Benefit Determination on appeal. |
1. | General procedure. The Administrator shall notify a Claimant of the Administrator’s benefit determination upon appeal within a reasonable period of time, but not later than 60 days after receipt of the Claimant’s appeal. However, the Administrator may determine that special circumstances (such as the need to hold a hearing) require an extension of time for processing the claim. If the Administrator determines that an extension of time, not to exceed 60 days, for processing is required, written notice of the extension shall be furnished to the Claimant prior to the termination of the initial 60-day period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Administrator expects to render the determination on appeal. | ||
2. | Calculating time periods. For the purposes of this Article V.F, the period of time within which a benefit determination on appeal is required to be made shall begin at the time an appeal is filed in accordance with the Plan’s appeal filing requirements, without regard to whether all the information necessary to make a benefit determination on appeal accompanies the filing. In the event that a period of time is extended as provided above for the determination of a claim on appeal due to a Claimant’s failure to submit information necessary to decide an appeal of an Adverse Benefit Determination, the period for making the benefit determination on appeal shall be tolled from the date on which the notification of the extension is sent to the Claimant until the date on which the Claimant responds to the request for additional information. |
Attachment 5-11
3. | Furnishing documents. In the case of an Adverse Benefit Determination on appeal, the Administrator shall provide such access to, and copies of, documents, records, and other information described in subsections G(3) and (4) below as is appropriate. |
1. | The specific reason(s) for the Adverse Benefit Determination; | ||
2. | Reference to the specific Plan provisions on which the benefit determination is based; | ||
3. | A statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant (as defined in Article V.J below) to the Claimant’s claim for benefits; and | ||
4. | A statement of the Claimant’s right to bring a civil action under ERISA § 502(a). |
Miscellaneous
Attachment 5-12
Attachment 5-13
Attachment 5-14
Attachment 5-15