{"id":38798,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/early-retirement-agreement-and-release-enpro-industries-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"early-retirement-agreement-and-release-enpro-industries-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/early-retirement-agreement-and-release-enpro-industries-inc.html","title":{"rendered":"Early Retirement Agreement and Release – EnPro Industries Inc."},"content":{"rendered":"

EARLY RETIREMENT AGREEMENT AND RELEASE <\/strong><\/p>\n

August 3, 2011<\/p>\n

Mr. William Dries<\/p>\n

Senior Vice President<\/p>\n\n\n\n
<\/td>\n\n

Re:<\/p>\n<\/td>\n

\n

Retirement Agreement and Release<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Dear Bill:<\/p>\n

This letter constitutes the Early Retirement Agreement and Release (the
\nAgreement”) between us and sets forth the definitive and mutually amicable
\nterms relating to the agreed termination, through early retirement, of your
\nemployment and the agreement by EnPro Industries, Inc. (the “Company” or
\n“Employer”) to pay you certain benefits in consideration of your agreeing to
\nretire effective September 11, 2011 (the “Termination Date”). The Company and
\nyou acknowledge and agree that this Agreement is delivered in full satisfaction
\nof, and in lieu of, any other severance benefits that may be owed to you.<\/p>\n

As you are aware, as an employee of the Company, without regard to the terms
\nof this Agreement, you are bound by a fiduciary duty and duty of loyalty to act
\nin the best interests of the Company. Therefore, in accordance with these
\nobligations and as required by this Agreement, you will not directly or
\nindirectly use or disclose any of the Company153s confidential information or
\ntrade secrets or otherwise use any such information in a manner detrimental to
\nthe Company. You further agree that, for a period extending from the Termination
\nDate through September 11, 2013, you will not directly or through any other
\nperson acting on your behalf solicit any Company employee to leave his or her
\nemployment with the Company.<\/p>\n

Please read this Agreement carefully and, if you agree with its terms, sign
\nand date it on the designated lines. Please return the signed original of this
\nAgreement to Bob McKinney, Vice President-Human Resources. Please also keep a
\ncopy of this Agreement for your files.<\/p>\n

The terms of the Agreement are as follows:<\/p>\n

1. You hereby resign, effective as of May 5, 2011, from each and every office
\nand management position with the Company and\/or the Company153s affiliates,
\nincluding without limitation as a director, officer, manager or member of any
\ncommittee. You also agree to execute documents in a form satisfactory to the
\nCompany to effectuate any such resignations. Notwithstanding such resignations,
\nyour employment with the Company will be<\/p>\n

\n

terminated effective as of the Termination Date, but prior to that time, you
\nwill remain on the payroll and will continue to be eligible to participate in
\nthe Company153s employee benefit plans.<\/p>\n

2. The Company will pay you your current base salary through the Termination
\nDate, and will also pay you for all accrued but unused vacation per the
\nCompany153s policy on the first regular payroll date following the Termination
\nDate. Except for the payments set forth in this paragraph 2 and paragraphs 3 and
\n5 below, you agree that you are not entitled to any other salary, bonus,
\nincentive, retirement or other payments from the Company, and that as of the
\ndate of this Agreement you do not have any factual dispute with the Company
\nregarding wages or salary.<\/p>\n

3. In addition to the payments described in paragraph 2 of this Agreement, in
\nlieu of any other severance benefits, the Company will pay you an early
\nretirement severance benefit equal to twelve (12) months of your current base
\nsalary. The Company will pay this benefit in installments over the Company153s
\nnormal payroll periods for the period beginning on September 12, 2011 and ending
\non September 11, 2012 (the “Severance Period”). Provided, however, the first
\ninstallment of this benefit will not be made until the revocation period
\ndescribed in paragraph 13 below expires.<\/p>\n

In addition, you will remain eligible to receive pro rata payments under the
\nCompany153s Annual Performance Plan (APP) and Long-Term Incentive Plan (LTIP). The
\nAPP payment for 2011 will be the higher of (a) your “target” amount under the
\nplan or (b) the amount calculated under the terms of the plan as if you had
\nworked the entire year, in either case (a) or (b) with such resulting amount
\nthen prorated using 253\/365 as the fraction representing the number of days
\nworked in 2011. The payment of the amount so determined will be made in the
\nordinary course in or around February 2012. In the case of the LTIP, the
\npayments will be calculated and paid pursuant to the terms of the applicable
\nLTIP award agreements between you and the Company as follows: (i) for the
\n2009-2011 LTIP performance cycle, the amount will be calculated under the terms
\nof the plan as if you had worked the entire period and then will be prorated
\nusing 28\/36 as the fraction representing the number of completed months prior to
\nthe Termination Date; and (ii) for the 2010-2012 LTIP performance cycle, the
\namount will be calculated under the terms of the plan as if you had worked the
\nentire period and then will be prorated using 16\/36 as the fraction representing
\nthe number of completed months prior to the Termination Date. These pro-rata
\npayments will be made as soon as practicable following the certification of
\nperformance for the relevant performance period(s) by the Compensation and Human
\nResources Committee of the Company153s Board of Directors.<\/p>\n

4. The payments described in paragraphs 2 and 3 of this Agreement will be
\nmade though the Company153s normal payroll process. All such payments shall be
\nsubject to normal withholdings as required or authorized by state and federal
\nlaw. These payments will be direct-deposited to your bank account in accordance
\nwith your previous instructions regarding direct deposit of your paychecks.<\/p>\n

2<\/p>\n

\n

5. The termination of your employment with the Company is a “qualifying
\nevent” under COBRA with respect to your coverage under the Company153s health
\ninsurance and dental plans; thus, you will be provided an opportunity to
\ncontinue to have health and dental insurance coverage through the Company153s
\nplans after the termination of your employment, as required by COBRA (and on the
\nterms and conditions required by COBRA); you will receive a separate notice of
\nthese COBRA rights in order to allow you the chance to decide whether to elect
\n(and pay for) COBRA continuation coverage. However, for the duration of the
\nSeverance Period, you will only be required to pay a COBRA premium that is equal
\nto the amount you pay for medical and dental coverage as an active employee
\nimmediately prior to the Termination Date.<\/p>\n

Your eligibility for other employee benefits provided by the Company shall
\ncease as of the Termination Date; provided, however, that your vested benefit
\nunder any retirement plan sponsored by the Company (including the EnPro
\nIndustries, Inc. Defined Benefit Plan, the EnPro Industries, Inc. Defined
\nBenefit Restoration Plan (the “Restoration Plan”), the Supplemental Executive
\nRetirement Plan (the “SERP”), the EnPro Industries, Inc. Retirement Savings Plan
\nfor Salaried Employees, and the EnPro Industries, Inc. Deferred Compensation
\nPlan (the “Deferred Compensation Plan”)) shall remain vested and shall be
\ndistributed to you in accordance with the terms of such retirement plans. In the
\ncase of payments due under the Restoration Plan, the SERP and the Deferred
\nCompensation Plan, in order to comply with IRC Section 409A, no such payments
\nshall be made prior to six months following the Termination Date. The total
\namount due under the Restoration Plan and the SERP is $738,817. Said amount
\nshall be in addition to your portion of that certain life insurance policy
\nissued by The Lincoln National Life Insurance Company (Policy # JP5541405) which
\nhas a cash surrender value of $1,538,946 as of March 1, 2011.<\/p>\n

You will also have the right (i) to receive payment pursuant to the terms of
\nthe Company153s welfare plans for claims under such plans arising prior to the
\nTermination Date; (ii) to exercise any conversion rights provided to you under
\nthe terms of the Company153s benefit plans; and (iii) to receive reimbursement
\nfrom the Company of expenses you incurred prior to the Termination Date,
\nprovided that such expenses are submitted to the Company no later than thirty
\n(30) days after the Termination Date and are otherwise reimbursable under the
\nterms of the Company153s policies with respect to the same.<\/p>\n

6. You hereby waive any right to receive outplacement services that otherwise
\nwould be provided pursuant to the Company153s Senior Officer Severance Policy.\n<\/p>\n

7. Except as set forth in the preceding paragraphs, the Company shall have no
\nobligation to make or provide any further payments or benefits to you or for
\nyour benefit, and you will not have the right to participate in or receive any
\nbenefit under any employee benefit plan of the Company, any fringe benefit plan
\nof the Company, or any other plan, policy or arrangement of the Company
\nproviding benefits or perquisites to employees of the Company generally or
\nindividually.<\/p>\n

3<\/p>\n

\n

8. You acknowledge that the contents of this Agreement are confidential, and
\nyou agree that you will not disclose or discuss the facts or nature of this
\nAgreement with any person other than your spouse, financial advisor and legal
\ncounsel, provided that such persons have agreed to keep the terms hereof
\nconfidential. You agree that you will not make disparaging remarks to anyone
\nabout the Company or its practices, any management personnel or any other
\nemployee, or any statements that disrupt or impair the Company153s normal, ongoing
\nbusiness operations, or that harm the Company153s reputation with its employees,
\ncustomers, suppliers or the public. You agree that you will not, directly or
\nindirectly, use or disclose to anyone any information that the Company deems to
\nbe confidential or proprietary, including without limitation any trade secrets
\nor customer information. You agree that if you make any such disparaging remarks
\nor disclose confidential or proprietary information, the Company shall be
\nentitled to cease its performance under this Agreement and\/or to institute
\naction against you for appropriate legal and equitable relief. You further agree
\nthat if the Company ceases performance under this Agreement pursuant to the
\npreceding sentence, then the Release set forth in paragraph 11 shall remain in
\nfull force and effect. For clarity, nothing in this paragraph will preclude you
\nfrom engaging in lawful competition with the Company after the Termination Date.\n<\/p>\n

(b) You acknowledge that the Confidential Information is owned or licensed by
\nthe Company or its affiliates; is unique, valuable, proprietary and
\nconfidential; and derives independent actual or potential commercial value from
\nnot being generally known or available to the public. You hereby relinquish, and
\nagree that you will not at any time claim, any right, title or interest of any
\nkind in or to any Confidential Information.<\/p>\n

(c) You agree that you will maintain the confidentiality of the Confidential
\nInformation at all times after the Termination Date and will not, at any time,
\ndirectly or indirectly, use any Confidential Information for your own benefit or
\nfor the benefit of any other person, reveal or disclose any Confidential
\nInformation to any person or remove or aid in the removal from the Company153s or
\nits affiliates153 premises of any Confidential Information. The covenants in this
\nparagraph will not apply to information that (i) is or becomes available to the
\ngeneral public through no breach of this Agreement by you or breach by any other
\nperson of a duty of confidentiality to the Company or its affiliates; (ii) you
\nare required to disclose by applicable law, rule, regulation or court order;
\nprovided, however, that you will notify the Company in writing of such required
\ndisclosure as much in advance as practicable in the circumstances and cooperate
\nwith the Company to limit the scope of such disclosure; or (iii) information
\nthat was within your possession prior to its being furnished to you by the
\nCompany or the Company153s affiliates.<\/p>\n

9. Release.<\/strong> Except for any claims that you may have for
\nworkers153 compensation benefits, for pension benefits or for welfare benefits
\nexpressly referenced by this Agreement (which are not released by this
\nAgreement), you agree to and do release and forever discharge the Company, any
\nrelated or successor corporation or affiliate (including but not limited to any
\nparent or subsidiary, and including but not limited to EnPro Industries, Inc.,
\nand Coltec Industries Inc), together with each of their insurers, benefit plans
\nand programs, and all of<\/p>\n

4<\/p>\n

\n

their past and present officers, directors, employees, administrators and
\ntrustees (collectively the “Parties Released by this Agreement”) from any and
\nall losses, expenses, liabilities, claims, rights and entitlements of every kind
\nand description (collectively referred to as “Claims”), whether known or
\nunknown, that you have now or may later claim to have had against any of the
\nParties Released by this Agreement arising out of anything that has occurred up
\nthrough the date that you sign this Agreement, including, without limitation,
\nany Claims arising out of your employment or termination of employment with the
\nCompany. This release includes, but is not limited to, any Claims for back pay,
\nreinstatement, personal injuries, breach of contract (express or implied),
\nbreach of any covenant of good faith and fair dealing (express or implied), or
\nfor recovery of any losses or other damages to you or your property based on any
\nalleged violation of Title VII of the Civil Rights Act of 1964, 42 U.S.C. \u00a7
\n2000e et<\/u> seq<\/u>. (prohibiting discrimination on account of race, sex,
\ncolor, national origin or religion); the Age Discrimination in Employment Act of
\n1967, 29 U.S.C. \u00a7 621 et<\/u> seq<\/u>. (prohibiting discrimination on
\naccount of age); the Americans With Disabilities Act of 1990, 42 U.S.C. \u00a7 12101
\net<\/u> seq<\/u>. (prohibiting discrimination on account of disabilities);
\nthe Employee Retirement Income Security Act of 1974, 29 U.S.C. \u00a7 1001 et<\/u>
\nseq<\/u>.; the North Carolina Equal Employment Practice Act, N.C. Gen. Stat. \u00a7
\n143-422.2 et<\/u> seq<\/u>.; the North Carolina Handicapped Persons
\nProtection Act, N.C. Gen. Stat. \u00a7 168A-1 et<\/u> seq<\/u>.; the North
\nCarolina Retaliatory Employment Discrimination Act, N.C. Gen. Stat. \u00a7 \u00a7 95-240
\net<\/u> seq<\/u>.; or any other federal, state or local statutory or common
\nlaw. You further agree that this release may be pleaded as a complete bar to any
\naction or suit before any court or administrative body. (This release does not
\napply to Claims that arise out of events that occur after the date you sign this
\nAgreement).<\/p>\n

You acknowledge that you may have sustained or may yet sustain damages,
\ncosts, or expenses that are presently unknown and that relate to Claims between
\nyou and the Parties Released by this Agreement. You expressly waive and
\nrelinquish all rights and benefits which you may have under any state or federal
\nstatute or common-law principle that would otherwise limit the effect of this
\nAgreement to Claims known or suspected prior to the date you sign this
\nAgreement, and do so understanding and acknowledging the significance and
\nconsequences of such specific waiver.<\/p>\n

Thus, for the purpose of implementing a full and complete release and
\ndischarge of the Parties Released by this Agreement, you expressly acknowledge
\nthat this Agreement is intended to include in its effect, without limitation,
\nall Claims which you do not know or suspect to exist in your favor at the time
\nyou sign this Agreement, and that this Agreement contemplates the extinguishment
\nof any such Claim or Claims.<\/p>\n

You further agree that you will not hereafter file or pursue any lawsuits
\nagainst any of the Parties Released by this Agreement concerning any Claim or
\nClaims listed in this paragraph 9 of the Agreement.<\/p>\n

Provided, however, that nothing herein shall prohibit you from filing a
\ncharge or complaint with any governmental agency or from cooperating with any
\nfederal or state<\/p>\n

5<\/p>\n

\n

governmental inquiry or investigation. You agree forever to waive any right
\nto monetary recovery from the Company or its affiliates in the event any
\nadministrative agency or other public or governmental authority, individual or
\ngroup of individuals pursues any claim on your behalf, and you agree you will
\nnot request or accept anything of value from the Company or its affiliates not
\nprovided for in this Agreement as compensation or damages.<\/p>\n

10. You further agree that, during the Severance Period, you will provide
\nreasonable assistance with respect to ongoing matters of the Company or its
\naffiliates, including any investigation, dispute or litigation or other
\ncommercial matters, including answering questions and providing details of
\nmatters you handled while an employee of the Company so that your duties may be
\ntransitioned and these ongoing matters handled without undue interruption, your
\ncurrent employment permitting, upon the request of the Company and at no cost
\nexcept reimbursement of out-of-pocket costs.<\/p>\n

You agree that, after the end of the Severance Period, on appropriate advance
\nnotice, you will, if so requested by the Company or its affiliates, provide
\nreasonable assistance or information related to any employment or business
\ndispute, investigation, proceeding or litigation (threatened or pending)
\ninvolving the Company or its affiliates and will freely cooperate and assist the
\nCompany or its affiliates in good faith and to the best of your ability, your
\nthen current employment permitting. In such cases, the Company will reimburse
\nyou for out of pocket expenses and pay you a reasonable hourly rate as
\ncompensation for your time spent on the Company153s behalf, unless prohibited by
\napplicable law.<\/p>\n

11. You agree that you will not retain or destroy, and will promptly return
\nto the Company by the Termination Date, any and all Company property in your
\npossession or subject to your control, including but not limited to, keys,
\ncredit and identification cards, Company-provided vehicles or equipment,
\ncomputers or any other items provided to you by the Company for your use,
\ntogether with all written or recorded materials, documents, computer discs,
\nplans, records, or other papers or electronic information related to the
\nCompany153s business affairs. You represent that you have not and will not copy,
\ndownload, store or retain software, documents or other materials or files
\noriginating with or belonging to the Company, and that you have not retained
\ncopies of any Company property or materials, including on any computer tape,
\ndiskette, disc, flash drive or any form of storage media, whether portable or
\ninstalled.<\/p>\n

12. This Agreement will take the place of all previous agreements between you
\nand the Company, and it contains the entire agreement between you and the
\nCompany regarding the termination of your employment. It is not, and shall not
\nbe construed as, an admission or indication that the Company has engaged in any
\nwrongful or unlawful conduct of any kind. Neither you nor the Company will be
\nbound by any statements or representations not contained in this Agreement.<\/p>\n

13. By signing this Agreement, you acknowledge that you have
\ncarefully read and fully understand it and are signing it voluntarily. You
\nacknowledge that the<\/strong><\/p>\n

6<\/p>\n

\n

Company has encouraged and advised you to consult with an attorney
\nprior to executing the Agreement. You also acknowledge that you have had the
\nopportunity to obtain all advice and information you deem necessary about
\nmatters related to this Agreement. You acknowledge that you have been given a
\nperiod of at least twenty-one (21) days after receiving this Agreement to
\nconsider its terms before signing it. In addition, you have seven (7) days after
\nsigning this Agreement and release to revoke your acceptance by delivering a
\nsigned notice of revocation to Bob McKinney. Upon delivery of a timely notice of
\nrevocation, this Agreement will be null and void and neither the Company nor you
\nwill have any rights or obligations under it. Accordingly, this Agreement and
\nrelease shall not become effective or enforceable until the seven-day revocation
\nperiod has expired. If your signature is not revoked by you during the seven-day
\nperiod, it shall be deemed accepted and this Agreement will take effect on the
\neighth (8<\/strong>th<\/sup><\/strong>) day. <\/strong><\/p>\n

14. If any provision of this Agreement (or any subpart thereof) is
\nunenforceable or is held to be unenforceable, you agree that such provision
\nshall be fully severable, and this Agreement and its terms shall be construed
\nand enforced as if such unenforceable provision had never been a part of this
\nAgreement. Under such circumstances, the remaining provisions of the Agreement
\nshall remain in full force and effect, and a court construing the unenforceable
\nprovision shall add to this Agreement and make a part of it, in lieu of the
\nunenforceable provision, a provision as similar in terms and effect to such
\nunenforceable provision as may be enforceable.<\/p>\n

15. This Agreement can only be modified in a writing executed in the same
\nmanner as this Agreement. This Agreement shall be construed in accordance with
\nthe laws of the State of North Carolina.<\/p>\n

I HAVE READ THIS AGREEMENT. I UNDERSTAND ITS TERMS AND CONDITIONS. I
\nHAVE NOT BEEN COERCED INTO SIGNING THIS AGREEMENT, AND I VOLUNTARILY AGREE TO
\nABIDE BY ITS TERMS BECAUSE THEY ARE SATISFACTORY TO ME. NO PROMISE OR INDUCEMENT
\nOF ANY KIND HAS BEEN MADE TO ME BY THE COMPANY OR ANYONE ELSE TO CAUSE ME TO
\nSIGN THIS AGREEMENT, EXCEPT AS SET FORTH ABOVE. I ACKNOWLEDGE THAT THE SPECIAL
\nEXIT BENEFIT THAT I WILL RECEIVE AS A RESULT OF SIGNING THIS AGREEMENT IS
\nADEQUATE AND THE ONLY CONSIDERATION FOR THIS AGREEMENT. <\/strong><\/p>\n

(Signatures on next page)<\/p>\n

7<\/p>\n

\n

This Agreement has been executed by both parties on August 3, 2011, to be
\neffective as of May 5, 2011.<\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

\/s\/ William Dries <\/u><\/p>\n<\/td>\n<\/tr>\n

\n

William Dries<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

EnPro Industries, Inc.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

\/s\/ Robert P. McKinney <\/u><\/p>\n<\/td>\n<\/tr>\n

\n

By: Robert P. McKinney<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

8<\/p>\n

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