EXHIBIT 10.8
ENPRO INDUSTRIES, INC.
AMENDED AND RESTATED 2002 EQUITY COMPENSATION PLAN
1. PURPOSE. The purpose of this Plan is to promote the interests of the
shareholders by providing stock-based incentives to selected employees to align
their interests with shareholders and to motivate them to put forth maximum
efforts toward the continued growth, profitability and success of EnPro
Industries, Inc. (the "Company"). In furtherance of this objective, stock
options, performance shares, restricted shares, phantom shares, common stock of
the Company ("Common Stock"), and/or other incentive awards may be granted in
accordance with the provisions of this Plan. This Plan is subject to the
approval of the shareholders of the Company.
2. ADMINISTRATION. This Plan is to be administered by the Compensation
and Human Resources Committee or any successor committee (the "Committee") of
the Board of Directors of the Company (the "Board"). The Committee shall consist
of at least three members who shall not be eligible to participate in this Plan.
The Committee shall have full power and authority to construe, interpret and
administer this Plan. All decisions, actions or interpretations of the Committee
shall be final, conclusive and binding on all parties.
The Committee may delegate to the Chief Executive Officer and to other
senior officers of the Company the authority to make awards under this Plan with
respect to not more than ten percent of the shares authorized under this Plan,
pursuant to such conditions and limitations as the Committee may establish,
except that only the Committee may make awards to participants who are subject
to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
3. SHARES AVAILABLE FOR THIS PLAN. Subject to Section 16 hereof, the
maximum number of shares of Common Stock that shall be available for delivery
pursuant to the provisions of this Plan shall be equal to 3,600,000 shares of
Common Stock. Such shares may be either authorized but unissued shares or
treasury shares.
For purposes of calculating the number of shares of Common Stock
available for delivery under this Plan, (i) the grant of a Performance Share
Award (as defined in Section 8) or other unit or phantom share award shall be
deemed to be equal to the maximum number of shares of Common Stock that may be
issued under the award and (ii) where the value of an award is variable on the
date it is granted, the value shall be deemed to be the maximum limitation of
the award. Awards payable solely in cash will not reduce the number of shares of
Common Stock available for awards granted under this Plan.
If the exercise price of any stock option granted under this Plan is
satisfied by tendering shares of Common Stock to the Company (by either actual
delivery or by attestation), only the number of shares of Common Stock issued
net of the shares of Common Stock tendered shall be deemed delivered for
purposes of determining the maximum number of shares of Common Stock available
for delivery under this Plan.
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Any shares awarded under this Plan that are not issued or otherwise are
returned to the Company, whether because awards have been forfeited, lapsed,
expired, been canceled, withheld to satisfy withholding tax obligations or
otherwise, shall again be available for other awards under this Plan.
4. LIMITATION ON AWARDS. Subject to Section 16 hereof, (a) no
individual employee may receive awards under this Plan with respect to more than
500,000 shares in any calendar year, (b) the maximum number of shares of Common
Stock that may be issued pursuant to options designated as Incentive Stock
Options (as defined in Section 7) shall be 1,000,000 shares, (c) the maximum
number of shares of Common Stock that may be issued pursuant to Performance
Share Awards (as defined in Section 8) and Other Awards (as defined in Section
11) shall be 1,000,000 shares, and (d) the maximum number of shares of Common
Stock that may be issued pursuant to Restricted Share Awards (as defined in
Section 10) shall be 150,000 shares.
5. TERM. No awards may be granted under this Plan after May 22, 2012.
6. ELIGIBILITY. Awards under this Plan may be made to any salaried,
full-time employee of the Company or any subsidiary corporation of which more
than 50% of the voting stock is owned by the Company. Directors who are not
full-time employees are not eligible to participate.
7. STOCK OPTIONS. The Committee may, in its discretion, from time to
time grant to eligible employees options to purchase Common Stock, at a price
not less than 100% of the fair market value of the Common Stock on the date
immediately preceding the date of grant (the "option price"), subject to the
conditions set forth in this Plan. Notwithstanding Section 27 hereof, in no
event may the Committee reduce the option price of any stock option grant after
it is made, except in connection with a Corporate Reorganization (as defined in
Section 16), nor may the Committee agree to exchange a new lower priced option
for an outstanding higher priced option.
The Committee, at the time of granting to any employee an option to
purchase shares under this Plan, shall fix the terms and conditions upon which
such option may be exercised, and may designate options as incentive stock
options ("Incentive Stock Options") pursuant to Section 422 of the Internal
Revenue Code of 1986, as amended (the "Internal Revenue Code") or any other
statutory stock option that may be permitted under the Internal Revenue Code
from time to time, provided, however that (i) the date on which such options
shall expire, if not exercised, may not be later than seven years after the date
of grant of the option, (ii) the terms and conditions of Incentive Stock Options
must be in accordance with the qualification requirements of the Internal
Revenue Code and (iii) the provisions of any other statutory stock option
permitted under the Internal Revenue Code must be consistent with applicable
Internal Revenue Code requirements.
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Within the foregoing limitations, the Committee shall have the
authority in its discretion to specify all other terms and conditions relating
to stock options, including but not limited to provisions for the exercise of
options in installments, the time limits during which options may be exercised,
and in lieu of payment in cash, the exercise in whole or in part of options by
tendering Common Stock owned by the employee, valued at the fair market value on
the date of exercise or other acceptable forms of consideration equal in value
to the option price. The Committee may, in its discretion, issue rules or
conditions with respect to utilization of Common Stock for all or part of the
option price, including limitations on the pyramiding of shares.
8. PERFORMANCE SHARE AWARDS. The Committee may make awards
("Performance Share Awards") in Common Stock or phantom shares subject to
conditions established by the Committee that may include attainment of specific
Performance Objectives (as defined below). Performance Share Awards may include
the awarding of additional shares upon attainment of the specified Performance
Objectives. Any Restricted Share Award which is conditioned upon attainment of
specific Performance Objectives shall have a minimum performance period of one
year, except in the case of death, disability or retirement and except as
otherwise provided pursuant to Section 25.
9. PERFORMANCE OBJECTIVES. Performance objectives that may be used
under this Plan include Net Income, Pretax Income, Consolidated Operating
Income, Segment Operating Income, Return on Equity, Operating Income Return on
Net Capital Employed, Return on Assets, Cash Flow (with or without regard to
asbestos), Working Capital, Share Appreciation, Total Shareholder Return, Total
Business Return (calculated utilizing Earnings Before Interest, Taxes,
Depreciation and Amortization and cash flow) and Earnings Per Share of Common
Stock of the Company (the "Performance Objectives").
10. RESTRICTED SHARES. The Committee may make awards in Common Stock
subject to conditions, if any, established by the Committee which may include
continued service with the Company or its subsidiaries ("Restricted Share
Awards"). Any Restricted Share Award which is conditioned upon continued
employment shall be conditioned upon continued employment for a minimum period
of three years following the award, except in the case of death, disability or
retirement and except as otherwise provided pursuant to Section 25.
11. OTHER AWARDS. The Committee may make awards authorized under this
Plan in units or phantom shares, the value of which is based, in whole or in
part, on the value of Common Stock, in lieu of making such awards in Common
Stock ("Other Awards"). The Committee may provide for Other Awards to be paid in
cash, in Common Stock, or in a combination of both cash and Common Stock, under
such terms and conditions as in its discretion it deems appropriate.
12. DEFERRED AWARDS. The Committee may permit recipients of awards to
elect to defer receipt of such awards, either in cash or in Common Stock, under
such terms and conditions that the Committee may prescribe. The Committee may
authorize the Company to establish various trusts or make other arrangements
with respect to any deferred awards.
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13. FAIR MARKET VALUE. For all purposes of this Plan the fair market
value of a share of Common Stock shall be the mean of the high and low prices of
Common Stock on the relevant date (as of 4:00 P.M. Eastern Standard Time) as
reported on the New York Stock Exchange -- Composite Transactions listing (or
similar report), or, if no sale was made on such date, then on the next
preceding day on which such a sale was made.
14. TERMINATION OF EMPLOYMENT. The Committee may make such provisions
as it, in its sole discretion, may deem appropriate with respect to the effect,
if any, the termination of employment will have on any grants or awards under
this Plan.
15. ASSIGNABILITY. Options and any related appreciation rights and
other awards granted under this Plan shall not be transferable by the grantee
other than by will or the laws of descent and distribution or by such other
means as the Committee may approve from time to time.
16. CORPORATE REORGANIZATION. In the event of any change in corporate
capitalization (including, but not limited to, a change in the number of shares
of Common Stock outstanding), such as a stock split or a corporate transaction,
such as any merger, consolidation, separation, including a spin-off, or other
distribution of stock or property of the Company, any reorganization (whether or
not such reorganization comes within the definition of such term in Section 368
of the Internal Revenue Code) or any partial or complete liquidation of the
Company, (a "Corporate Reorganization"), the Committee or the Board may make
such substitution or adjustments in the aggregate number and kind of shares
reserved for issuance under this Plan, and the maximum limitation on the number
of awards that may be granted to any participant, in the number, kind and option
price of shares subject to outstanding stock options, in the number and kind of
shares subject to other outstanding awards granted under this Plan and/or such
other equitable substitution or adjustments as it may determine to be
appropriate in its sole discretion; provided, however, that the number of shares
subject to any award shall always be a whole number.
17. COMMITTEE'S DETERMINATION. The Committee's determinations under
this Plan including without limitation, determinations of the employees to
receive awards or grants, the form, amount and timing of such awards or grants,
the terms and provisions of such awards or grants and the agreements evidencing
same, and the establishment of Performance Objectives need not be uniform and
may be made by the Committee selectively among employees who receive, or are
eligible to receive awards or grants under this Plan whether or not such
employees are similarly situated. The Committee may, with the consent of the
participant, modify any determination it previously made.
18. LEAVE OF ABSENCE OR OTHER CHANGE IN EMPLOYMENT STATUS. The
Committee shall be entitled to make such rules, regulations and determinations
as it deems appropriate under this Plan in respect of any leave of absence taken
by an employee or any other change in employment status, such as a change from
full time employment to a consulting relationship, of an employee relative to
any grant or award. Without limiting the generality of the foregoing, the
Committee shall be entitled to determine (i) whether or not any such leave of
absence or other change in employment status shall constitute a termination of
employment within the meaning of
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this Plan and (ii) the impact, if any, of any such leave of absence or other
change in employment status on awards under this Plan theretofore made to any
employee who takes such leave of absence or otherwise changes his or her
employment status.
19. WITHHOLDING TAXES. The Committee or its designee shall have the
right to determine the amount of any Federal, state or local required
withholding tax, and may require that any such required withholding tax be
satisfied by withholding shares of Common Stock or other amounts which would
otherwise be payable under this Plan.
20. RETENTION OF SHARES. If shares of Common Stock are awarded subject
to attainment of Performance Objectives, continued service with the Company or
other conditions, the shares may be registered in the employees' names when
initially awarded, but possession of certificates for the shares shall be
retained by the Secretary of the Company for the benefit of the employees, or
shares may be registered in book entry form only, in both cases subject to the
terms of this Plan and the conditions of the particular awards.
21. DIVIDENDS AND VOTING. The Committee may permit each participant to
receive or accrue dividends and other distributions made with respect to such
awards under such terms and conditions as in its discretion it deems
appropriate. With respect to shares actually issued, the Committee under such
terms and conditions as in its discretion it deems appropriate, may permit the
participant to vote or execute proxies with respect to such registered shares.
22. FORFEITURE OF AWARDS. Any awards or parts thereof made under this
Plan which are subject to Performance Objectives or other conditions which are
not satisfied, shall be forfeited, and any shares of Common Stock issued shall
revert to the Treasury of the Company.
23. CONTINUED EMPLOYMENT. Nothing in this Plan or in any agreement
entered into pursuant to this Plan shall confer upon any employee the right to
continue in the employment of the Company or affect any right which the Company
may have to terminate the employment of such employee.
24. CHANGE IN CONTROL. For purposes of this Plan, a "Change in Control"
shall mean:
(i) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 20% or more of either (A) the then outstanding shares of Common Stock (the
"Outstanding Company Common Stock") or (B) the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Company Voting Securities"); provided,
however, that the following acquisitions shall not constitute a Change in
Control: (A) any acquisition directly from the Company (other than by exercise
of a conversion privilege), (B) any acquisition by the Company or any of its
subsidiaries, (C) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any of its subsidiaries or (D)
any acquisition by any company with respect to which, following such
acquisition, more than 70% of, respectively, the then outstanding shares of
common stock of such company and the
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combined voting power of the then outstanding voting securities of such company
entitled to vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the individuals
and entities who were the beneficial owners, respectively, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities immediately prior
to such acquisition in substantially the same proportions as their ownership,
solely in their capacity as shareholders of the Company, immediately prior to
such acquisition, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities, as the case may be; or
(ii) individuals who, as of the Effective Date, constitute the Board
(the "Incumbent Board"), cease for any reason to constitute at least a majority
of the Board; provided, however, that any individual becoming a director
subsequent to the Effective Date whose election, or nomination for election by
the Company's shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of either an actual or threatened election contest; or
(iii) consummation of a reorganization, merger or consolidation, in
each case, with respect to which all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities immediately prior
to such reorganization, merger or consolidation, do not, following such
reorganization, merger or consolidation, beneficially own, directly or
indirectly, solely in their capacity as shareholders of the Company, more than
70% of, respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the company
resulting from such reorganization, merger or consolidation in substantially the
same proportions as their ownership, immediately prior to such reorganization,
merger or consolidation of the Outstanding Company Common Stock and Outstanding
Company Voting Securities, as the case may be; or
(iv) consummation of (A) a complete liquidation or dissolution of the
Company or (B) a sale or other disposition of all or substantially all of the
assets of the Company, other than to a company, with respect to which following
such sale or other disposition, more than 70% of, respectively, the then
outstanding shares of common stock of such company and the combined voting power
of the then outstanding voting securities of such company to vote generally in
the election of directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities, solely in their
capacity as shareholders of the Company, who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and Outstanding Company
Voting Securities immediately prior to such sale or other disposition in
substantially the same proportion as their ownership, immediately prior to such
sale or other disposition, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be.
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25. EFFECT OF CHANGE IN CONTROL. In the event of a Change in Control,
options and any related appreciation rights that are not then exercisable shall
become immediately exercisable, and, notwithstanding any other provisions of
this Plan or any award agreement, shall remain exercisable for no less than the
shorter of (i) two years or (ii) the remainder of the full term of the option or
appreciation right. The Committee may make such provision with respect to other
awards under this Plan as it deems appropriate in its discretion.
26. COMPLIANCE WITH LAWS AND REGULATIONS. Notwithstanding any other
provisions of this Plan, the issuance or delivery of any shares may be postponed
for such period as may be required to comply with any applicable requirements of
any national securities exchange or any requirements under any other law or
regulation applicable to the issuance or delivery of such shares, and the
Company shall not be obligated to issue or deliver any such shares if the
issuance or delivery thereof shall constitute a violation of any provision of
any law or any regulation of any governmental authority, whether foreign or
domestic, or any national securities exchange.
27. AMENDMENT. The Board of Directors of the Company may alter or amend
this Plan, in whole or in part, from time to time, or terminate this Plan at any
time; provided, however, that no such action shall adversely affect any rights
or obligations with respect to awards previously made under this Plan unless the
action is taken in order to comply with applicable law, stock exchange rules or
accounting rules; and, provided, further, that no amendment which has the effect
of increasing the number of shares subject to this Plan (other than in
connection with a Corporate Reorganization) shall be made without the approval
of the Company's shareholders.
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