{"id":40102,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/management-continuity-agreement-change-in-control-enpro.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"management-continuity-agreement-change-in-control-enpro","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/management-continuity-agreement-change-in-control-enpro.html","title":{"rendered":"Management Continuity Agreement – Change in Control – EnPro Industries Inc."},"content":{"rendered":"

MANAGEMENT CONTINUITY AGREEMENT <\/strong><\/p>\n

THIS AGREEMENT<\/strong> dated as of this 15th<\/sup> day of
\nDecember 2011 between Marvin A. Riley (the “Executive”) and EnPro Industries,
\nInc., a North Carolina corporation (the “Company”).<\/p>\n

WHEREAS,<\/strong> the Company considers it essential to the best
\ninterests of its shareholders to foster the continuous employment of key
\nmanagement personnel in the event there is, or is threatened, a change in
\ncontrol of the Company; and<\/p>\n

WHEREAS<\/strong>, the Company recognizes that the uncertainty and
\nquestions which may arise among key management in connection with the
\npossibility of a change in control may result in the departure or distraction of
\nkey management personnel to the detriment of the Company and its shareholders;
\nand<\/p>\n

WHEREAS<\/strong>, the Company desires to provide certain protection
\nto Executive in the event of a change in control of the Company as set forth in
\nthis Agreement in order to induce Executive to remain in the employ of the
\nCompany notwithstanding any risks and uncertainties created by the possibility
\nof a change in control of the Company;<\/p>\n

WITNESSETH: <\/strong><\/p>\n

NOW, THEREFORE<\/strong>, in consideration of the foregoing and the
\nmutual promises herein contained, the parties agree as follows:<\/p>\n

1. Term.<\/u><\/strong> The “Term” of this Agreement shall mean the
\nperiod commencing on the date hereof and ending twenty-four (24) months after
\nsuch date; provided, however, that commencing on the date one year after the
\ndate hereof, and on each annual anniversary of such date (such date and each
\nannual anniversary thereof shall be hereinafter referred to as the “Renewal
\nDate”), the Term shall be automatically extended so as to terminate twenty-four
\n(24) months from such Renewal Date, unless at least sixty (60) days prior to the
\nRenewal Date the Company shall give notice to the Executive that the Term shall
\nnot be so extended.<\/p>\n

2. Period of Employment.<\/u><\/strong> Executive153s “Period of
\nEmployment” shall commence on the date on which a Change in Control occurs
\nduring the Term and shall end on the date that is twenty-four (24) months after
\nthe date on which such Change in Control occurs (subject to the provisions of
\nSection 20 below pursuant to which the Period of Employment may be deemed to
\nhave commenced prior to the date of a Change in Control in certain
\ncircumstances).<\/p>\n

3. Certain Definitions.<\/u><\/strong> For purposes of this
\nAgreement:<\/p>\n

“Board” shall mean the Board of Directors of the Company.<\/p>\n

“Cause” shall mean Executive153s termination of employment with the Company due
\nto (A) the willful and continued failure by Executive to substantially perform
\nExecutive153s duties with the Company, which failure causes material and
\ndemonstrable injury to the Company (other than any such failure resulting from
\nExecutive153s incapacity due to physical or mental illness), after a demand for
\nsubstantial performance is delivered<\/p>\n

\n

to Executive by the Board which specifically identifies the manner in which
\nthe Board believes that Executive has not substantially performed Executive153s
\nduties, and after Executive has been given a period (hereinafter known as the
\n“Cure Period”) of at least thirty (30) days to correct Executive153s performance,
\nor (B) the willful engaging by Executive in other gross misconduct materially
\nand demonstrably injurious to the Company. For purposes hereof, no act, or
\nfailure to act, on Executive153s part shall be considered “willful” unless
\nconclusively demonstrated to have been done, or omitted to be done, by Executive
\nnot in good faith and without reasonable belief that Executive153s action or
\nomission was in the best interests of the Company. Notwithstanding the
\nforegoing, Executive shall not be deemed to have been terminated for Cause
\nunless and until there shall have been delivered to Executive a Notice of
\nTermination which shall include a copy of a resolution duly adopted by the
\naffirmative vote of not less than three-quarters of the entire membership of the
\nBoard at a meeting of the Board called and held for the purpose (after
\nreasonable notice to Executive and an opportunity for Executive, together with
\nExecutive153s counsel, to be heard before the Board), finding that in the good
\nfaith opinion of the Board Executive was guilty of conduct set forth above in
\nclause (A) (including the expiration of the Cure Period without the correction
\nof Executive153s performance) or clause (B) above and specifying the particulars
\nthereof in detail.<\/p>\n

“Change in Control” shall mean:<\/p>\n

(i) The acquisition by any individual, entity or group (within the meaning of
\nSection 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended
\n(the “Exchange Act”)), of beneficial ownership (within the meaning of Rule 13d-3
\npromulgated under the Exchange Act) of 20% or more of either (A) the then
\noutstanding shares of common stock of the Company (the “Outstanding Company
\nCommon Stock”) or (B) the combined voting power of the then outstanding voting
\nsecurities of the Company entitled to vote generally in the election of
\ndirectors (the “Outstanding Company Voting Securities”); provided, however, that
\nthe following acquisitions shall not constitute a Change in Control: (A) any
\nacquisition directly from the Company (other than by exercise of a conversion
\nprivilege), (B) any acquisition by the Company or any of its subsidiaries, (C)
\nany acquisition by any employee benefit plan (or related trust) sponsored or
\nmaintained by the Company or any of its subsidiaries or (D) any acquisition by
\nany company with respect to which, following such acquisition, more than 70% of,
\nrespectively, the then outstanding shares of common stock of such company and
\nthe combined voting power of the then outstanding voting securities of such
\ncompany entitled to vote generally in the election of directors is then
\nbeneficially owned, directly or indirectly, by all or substantially all of the
\nindividuals and entities who were the beneficial owners, respectively, of the
\nOutstanding Company Common Stock and Outstanding Company Voting Securities
\nimmediately prior to such acquisition in substantially the same proportions as
\ntheir ownership, solely in their capacity as shareholders of the Company,
\nimmediately prior to such acquisition, of the Outstanding Company Common Stock
\nand Outstanding Company Voting Securities, as the case may be; or (ii)
\nindividuals who, as of the Distribution Date (as such term is defined in the
\nDistribution Agreement among Goodrich Corporation, EnPro Industries, Inc. and
\nColtec Industries Inc.), constitute the Board (the “Incumbent Board”) cease for
\nany reason to constitute at least a majority of the Board; provided, however,
\nthat any individual becoming a director subsequent to the Distribution Date
\nwhose election, or nomination for election by the Company153s shareholders, was
\napproved by a vote of at least a majority of the directors then comprising the
\nIncumbent Board shall be considered as though such<\/p>\n

2<\/p>\n

\n

individual were a member of the Incumbent Board, but excluding, for this
\npurpose, any such individual whose initial assumption of office occurs as a
\nresult of either an actual or threatened election contest; or (iii) consummation
\nof a reorganization, merger or consolidation, in each case, with respect to
\nwhich all or substantially all of the individuals and entities who were the
\nbeneficial owners, respectively, of the Outstanding Company Common Stock and
\nOutstanding Company Voting Securities immediately prior to such reorganization,
\nmerger or consolidation, do not, following such reorganization, merger or
\nconsolidation, beneficially own, directly or indirectly, solely in their
\ncapacity as shareholders of the Company, more than 70% of, respectively, the
\nthen outstanding shares of common stock and the combined voting power of the
\nthen outstanding voting securities entitled to vote generally in the election of
\ndirectors, as the case may be, of the company resulting from such
\nreorganization, merger or consolidation in substantially the same proportions as
\ntheir ownership, immediately prior to such reorganization, merger or
\nconsolidation of the Outstanding Company Common Stock and Outstanding Company
\nVoting Securities, as the case may be; or (iv) consummation of (A) a complete
\nliquidation or dissolution of the Company or (B) a sale or other disposition of
\nall or substantially all of the assets of the Company, other than to a company,
\nwith respect to which following such sale or other disposition, more than 70%
\nof, respectively, the then outstanding shares of common stock of such company
\nand the combined voting power of the then outstanding voting securities of such
\ncompany entitled to vote generally in the election of directors is then
\nbeneficially owned, directly or indirectly, by all or substantially all of the
\nindividuals and entities, solely in their capacity as shareholders of the
\nCompany, who were the beneficial owners, respectively, of the Outstanding
\nCompany Common Stock and Outstanding Company Voting Securities immediately prior
\nto such sale or other disposition in substantially the same proportion as their
\nownership, immediately prior to such sale or other disposition, of the
\nOutstanding Company Common Stock and Outstanding Company Voting Securities, as
\nthe case may be.<\/p>\n

“Date of Termination” is as defined in Section 8 below.<\/p>\n

“Good Reason” shall mean:<\/p>\n

(i) without Executive153s express written consent, (A) the assignment to
\nExecutive of any new duties or responsibilities substantially inconsistent in
\ncharacter with Executive153s duties and responsibilities within the Company
\nimmediately prior to a Change in Control, (B) any substantial adverse change in
\nExecutive153s duties and responsibilities as in effect immediately prior to a
\nChange in Control, including, but not limited to, a reduction in duties or
\nresponsibilities which occurs because the Company is no longer an independent
\npublicly-held entity, (C) any removal of Executive from or any failure to
\nre-elect Executive to any director position of the Company, (D) a change in the
\nannual or long term incentive plan in which Executive currently participates
\nsuch that Executive153s opportunity to earn incentive compensation is impaired,
\n(E) a material reduction in the aggregate value of Company perquisites made
\navailable to Executive, (F) an elimination or material impairment of Executive153s
\nability to participate in retirement plans comparable to those in which
\nExecutive currently participates, (G) any substantial increase in Executive153s
\nobligation to travel on the Company153s business over Executive153s present business
\ntravel obligations, or (H) an elimination or material impairment of Executive153s
\nability to receive stock options with values comparable to those Executive was
\ngranted within the one year period preceding the commencement of the Period of
\nEmployment; (ii) the failure of the Company to comply with any other of its
\nobligations<\/p>\n

3<\/p>\n

\n

under Section 4 herein; (iii) the relocation of the offices of the Company at
\nwhich Executive was employed immediately prior to the Change in Control to a
\nlocation which is more than fifty (50) miles from such prior location, or the
\nfailure of the Company to (A) pay or reimburse Executive, in accordance with the
\nCompany153s relocation policy for its employees in existence immediately prior to
\na Change in Control, for all reasonable costs and expenses; plus “gross ups”
\nreferred to in such policy incurred by Executive relating to a change of
\nExecutive153s principal residence in connection with any relocation of the
\nCompany153s offices to which Executive consents, and (B) indemnify Executive
\nagainst any loss (defined as the difference between the actual sale price of
\nsuch residence and the higher of (1) Executive153s aggregate investment in such
\nresidence or (2) the fair market value of such residence as determined by the
\nrelocation management organization used by the Company immediately prior to the
\nChange in Control (or other real estate appraiser designated by Executive and
\nreasonably satisfactory to the Company)) realized in the sale of Executive153s
\nprincipal residence in connection with any such change of residence; (iv) the
\nfailure of the Company to obtain the assumption of and the agreement to perform
\nthis Agreement by any successor as contemplated in Section 11 hereof; or (v) any
\npurported termination of Executive153s employment during the Period of Employment
\nwhich is not effected pursuant to a Notice of Termination satisfying the
\nrequirements of Section 7 hereof.<\/p>\n

“Incapacity Discharge” means Executive153s termination of employment with the
\nCompany if, as a result of Executive153s incapacity due to physical or mental
\nillness, Executive shall have been absent from Executive153s duties with the
\nCompany on a full-time basis for one-hundred twenty (120) consecutive business
\ndays, and within thirty (30) days after a written Notice of Termination is
\ngiven, Executive shall not have returned to the full-time performance of
\nExecutive153s duties.<\/p>\n

“Mandatory Retirement Date” shall mean the compulsory retirement date, if
\nany, established by the Company for those executives of the Company who, by
\nreason of their positions and the size of their nonforfeitable annual retirement
\nbenefits under the Company153s pension, profit-sharing, and deferred compensation
\nplans, are exempt from, the provisions of the Age Discrimination in Employment
\nAct, 29 U.S.C. Sections 621, et seq., which date shall not in any event be
\nearlier for any executive than the last day of the month in which such Executive
\nreaches age 65.<\/p>\n

“Notice of Termination” is as defined in Section 7 below.<\/p>\n

“Payment Period” shall mean twenty-four (24) months, provided that the
\nPayment Period shall not exceed the number of whole calendar months between the
\nExecutive153s Date of Termination and Mandatory Retirement Date (if applicable).\n<\/p>\n

4. Compensation During Period of Employment.<\/u><\/strong> For so
\nlong during Executive153s Period of Employment as Executive is an employee of the
\nCompany, the Company shall be obligated to compensate Executive as follows:<\/p>\n

(a) Executive shall continue to receive Executive153s full base salary at the
\nrate in effect immediately prior to the Change in Control. Executive153s base
\nsalary shall be increased annually, with each such increase due on the
\nanniversary date of Executive153s most recent previous increase. Each such
\nincrease shall be no less than an amount which<\/p>\n

4<\/p>\n

\n

at least equals on a percentage basis the mean of the annualized percentage
\nincreases in base salary for all elected officers of the Company during the two
\nfull calendar years immediately preceding the Change in Control.<\/p>\n

(b) Executive shall continue to participate in all benefit and compensation
\nplans (including but not limited to the Equity Compensation Plan, Long-Term
\nIncentive Program, Performance Share Deferred Compensation Plan, Annual
\nPerformance Plan, Executive Life Insurance Program, Deferred Compensation Plan,
\n401(K) plan, savings plan, flexible benefits plan, life insurance plan, health
\nand accident plan or disability plan) in which Executive was participating
\nimmediately prior to the Change in Control, or in plans providing substantially
\nsimilar benefits, in either case upon terms and conditions and at levels at
\nleast as favorable as those provided to Executive under the plans in which
\nExecutive was participating immediately prior to the Change in Control;<\/p>\n

(c) Executive shall continue to receive all fringe benefits, perquisites, and
\nsimilar arrangements which Executive was entitled to receive immediately prior
\nto the Change in Control; and<\/p>\n

(d) Executive shall continue to receive annually the number of paid vacation
\ndays and holidays Executive was entitled to receive immediately prior to the
\nChange in Control.<\/p>\n

5. Compensation Upon Termination of Employment.<\/u><\/strong> The
\nfollowing provisions set forth the benefits that may become payable to Executive
\nupon termination of employment with the Company during the Period of Employment
\nin accordance with, and subject to, the provisions of Section 6 below:<\/p>\n

(a) By not later than the fifth business day following the Date of
\nTermination, the Company shall pay Executive in a lump sum an amount equal to
\nthe sum of the following:<\/p>\n

(i) any base salary that is earned but unpaid as of the Date of Termination;\n<\/p>\n

(ii) a pro rata portion of the “target incentive amount” under the Annual
\nPerformance Plan for the calendar year in which the Date of Termination occurs
\n(based on the number of calendar days in such calendar year completed through
\nthe Date of Termination); and<\/p>\n

(iii) a pro rata portion of the “calculated market value” of the phantom
\nPerformance Shares, if any, awarded to Executive under the Company153s Long-Term
\nIncentive Program (the “LTIP”) for each Plan Cycle under the LTIP that has not
\nbeen completed as of the Date of Termination, determined as follows:<\/p>\n

(A) The performance for each such Plan Cycle under the applicable LTIP award
\nagreement shall be determined based on (x) for any completed calendar year of
\nthe Plan Cycle as of the Date of Termination, actual performance for the
\ncalendar year, (y) for the calendar year in which the Date of Termination occurs
\nif at least one calendar quarter has been completed during such calendar year,
\nthe greater of target<\/p>\n

5<\/p>\n

\n

performance for the calendar year or actual performance for the completed
\ncalendar quarter(s) for the calendar year annualized for the year, and (z) for
\nany other calendar years of the Plan Cycle, target performance for the calendar
\nyear.<\/p>\n

(B) The number of phantom Performance Shares for each such Plan Cycle shall
\nbe adjusted in accordance with the formula set forth in the applicable LTIP
\naward agreement based on the performance for the Plan Cycle determined under
\nparagraph (A) above.<\/p>\n

(C) The pro rata portion of the “calculated market value” of the number of
\nphantom Performance Shares adjusted in accordance with paragraph (B) above shall
\nbe based on the number of calendar days in the Plan Cycle completed through the
\nDate of Termination.<\/p>\n

Section 5(c) below sets for the method for determining the “target incentive
\namount” under the Annual Performance Plan and the “calculated market value” of
\nphantom Performance Shares under the LTIP. Any amounts payable under Sections
\n5(a)(ii) or (iii) above shall be offset dollar-for-dollar by any pro rata
\npayments otherwise provided for under the Annual Performance Plan or the LTIP.\n<\/p>\n

(b) In lieu of any salary payments that Executive would have received if he
\nhad continued in the employment of the Company during the Payment Period, the
\nCompany shall pay to Executive in a lump sum, by not later than the fifth
\nbusiness day following the Date of Termination, an amount equal to one-twelfth
\nof Executive153s annualized base salary in effect immediately prior to the Date of
\nTermination, multiplied by the number of months in the Payment Period.<\/p>\n

(c) By not later than the fifth day following the Date of Termination, the
\nCompany shall pay Executive in a lump sum an amount equal to the sum of:<\/p>\n

(i) under the Annual Performance Plan (and in lieu of any further awards
\nunder the Annual Performance Plan that Executive would have received if he had
\ncontinued in the employment of the Company during the Payment Period), the
\nnumber of months in the Payment Period multiplied by the greatest of one-twelfth
\nof: (A) the amount most recently paid to Executive for a full calendar year; (B)
\nExecutive153s “target incentive amount” for the calendar year in which his Date of
\nTermination occurs; or (C) Executive153s “target incentive amount” in effect prior
\nto the Change in Control for the calendar year in which the Change in Control
\noccurs; plus, if applicable,<\/p>\n

(ii) under the LTIP (and in lieu of any further grants under the LTIP that
\nExecutive would have received if he had continued in the employment of the
\nCompany during the Payment Period), sixteen (16) multiplied by the greatest of:
\n(A) with respect to the most recently completed Plan Cycle as of the Date of
\nTermination, one-twelfth of the “calculated market value” of the Performance
\nShares actually awarded Executive (including the value of any Performance Shares
\nExecutive may have elected to defer under the Performance Share Deferred
\nCompensation Program); (B) with respect to the most recently<\/p>\n

6<\/p>\n

\n

commenced Plan Cycle under the LTIP (if Executive is a participant in such
\nPlan Cycle) prior to Executive153s Date of Termination, one-twelfth of the
\n“calculated market value” of the phantom Performance Shares, if any, awarded to
\nExecutive; or (C) with respect to the most recently commenced Plan Cycle prior
\nto the date of the occurrence of the Change in Control, one-twelfth of the
\n“calculated market value” of the phantom Performance Shares, if any, awarded to
\nExecutive.<\/p>\n

For purposes of this Section 5, Executive153s “target incentive amount” under
\nthe Annual Performance Plan for a given calendar year (i.e., the calendar year
\nin which the Date of Termination occurs or the Change in Control occurs, as
\napplicable) is determined by multiplying (i) Executive153s annualized total gross
\nbase salary for the calendar year by (ii) the incentive target percentage which
\nis applicable to Executive153s incentive category under the Annual Performance
\nPlan for the calendar year. For purposes of this Section 5, the “calculated
\nmarket value” of each Performance Share actually awarded upon completion of a
\nPlan Cycle, Performance Share deferred under the Performance Share Deferred
\nCompensation Program or phantom Performance Share granted under the LTIP shall
\nbe the mean of the high and low prices of the Company153s common stock on the
\nrelevant date as reported on the New York Stock Exchange Composite Transactions
\nlisting (or similar report), or, if no sale was made on such date, then on the
\nnext preceding day on which a sale was made multiplied by the number of shares
\ninvolved in the calculation. The relevant date for Section 5(a)(iii) and clauses
\n5(c)(ii)(B) and 5(c)(ii)(C) is the date upon which the Compensation Committee
\n(“Committee”) of the Board of Directors awarded the phantom Performance Shares
\nin question; for clause 5(c)(ii)(A) the relevant date is the date on which the
\nCommittee made a determination of attainment of financial objectives and awarded
\nPerformance Shares (including any Performance Shares Executive may have elected
\nto defer under the Performance Share Deferred Compensation Program).<\/p>\n

Any payments received pursuant to Sections 5(c)(i) or (ii) above shall be in
\naddition to, and not in lieu of, any payments required to be made to Executive
\nas the result of the happening of an event that would constitute a change in
\ncontrol pursuant to the provisions of the Annual Performance Plan or LTIP, as
\napplicable.<\/p>\n

(d) By not later than the fifth day following the Date of Termination, the
\nCompany shall pay Executive in a lump sum an amount equal to the sum of:<\/p>\n

(i) If Executive is under age 55, or over the age of 55 but not eligible to
\nretire, at the Date of Termination the present value of all health and welfare
\nbenefits the Executive would have been entitled to had the Executive continued
\nas an employee of the Company during the Payment Period and been entitled to or
\nparticipated in the same health and welfare benefits during the Payment Period
\nas immediately prior to the Date of Termination plus an amount in cash equal to
\nthe amount necessary to cause the amount of the aggregate after-tax lump sum
\npayment the Executive receives pursuant to this provision to be equal to the
\naggregate after-tax value of the benefits which Executive would have received if
\nExecutive continued to receive such benefits as an employee; or<\/p>\n

7<\/p>\n

\n

(ii) If Executive is age 55 or over and eligible to retire on the Date of
\nTermination, the present value of the health and welfare benefits to which
\nExecutive would have been entitled under the Company153s general retirement
\npolicies if Executive retired on the Date of Termination with the Company paying
\nthat percentage of the premium cost of the plans which it would have paid under
\nthe terms of the plans in effect immediately prior to the Change of Control with
\nrespect to individuals who retire at age 65, regardless of Executive153s actual
\nage on the Termination Date, provided such lump sum value would be at least
\nequal to the lump sum value of the benefits which would have been payable if
\nExecutive had been eligible to retire and had retired immediately prior to the
\nChange in Control.<\/p>\n

(e) By not later than the fifth day following the Date of Termination, the
\nCompany shall pay Executive in a lump sum an amount equal to the sum of the
\npresent value of the fringe benefit programs, perquisites (if any), and similar
\narrangements the Executive would have been entitled to receive had the Executive
\ncontinued in employment with the Company for the Payment Period and been
\nentitled to or participated in the same such benefits during the Payment Period
\nas immediately prior to the Date of Termination. In addition and notwithstanding
\nany provision of the Company153s 2002 Equity Compensation Plan (or any comparable
\nequity award plan of the Company) or any applicable award agreement thereunder
\nto the contrary, Executive may exercise any of Executive153s stock options that
\nare vested as of Executive153s Date of Termination at any time during the Payment
\nPeriod (but not exceeding the original expiration date of the options).<\/p>\n

(f) The Company shall, in addition to the benefits to which Executive is
\nentitled under the retirement plans or programs sponsored by the Company or its
\naffiliates in which Executive participates (including without limitation any
\nSupplemental Executive Retirement Plan in which Executive participates, if
\napplicable), pay Executive in a lump sum in cash by no later than the fifth day
\nfollowing the Date of Termination an amount equal to the actuarial equivalent of
\nthe retirement pension to which Executive would have been entitled under the
\nterms of such retirement plans or programs had Executive accumulated additional
\nyears of continuous service under such plans equal in length to Executive153s
\nPayment Period. The length of the Payment Period will be added to total years of
\ncontinuous service for determining vesting, the amount of benefit accrual, to
\nthe age which Executive will be considered to be for the purposes of determining
\neligibility for normal or early retirement calculations and the age used for
\ndetermining the amount of any actuarial reduction. For the purposes of
\ncalculating the additional benefit accrual under this paragraph, the amount of
\ncompensation Executive will be deemed to have received during each month of
\nExecutive153s Payment Period shall be equal to the sum of Executive153s annual base
\nsalary prorated on a monthly basis as provided for under Section 4(a)
\nimmediately prior to the Date of Termination (including salary increases), plus
\nunder the Company153s Annual Performance Plan the greatest of one-twelfth of:<\/p>\n

(i) the amount most recently paid to Executive for a full calendar year,<\/p>\n

(ii) Executive153s “target incentive amount” for the calendar year in which
\nExecutive153s Date of Termination occurs, or<\/p>\n

8<\/p>\n

\n

(iii) Executive153s “target incentive amount” in effect prior to the Change in
\nControl for the calendar year in which the Change in Control occurs. Attached as
\nExhibit 1 is an illustration, not intending to be exhaustive, of examples of how
\ninclusion of the Payment Period may affect the calculation of Executive153s
\nretirement benefit.<\/p>\n

(g) In no event shall any amount payable to Executive described in this
\nSection 5 be considered compensation or earnings under any pension, savings or
\nother retirement plan of the Company.<\/p>\n

6. Termination.<\/u><\/strong><\/p>\n

(a) Termination Without Compensation. <\/strong>If Executive153s
\nemployment is terminated for any of the following reasons, Executive shall not
\nbe entitled by virtue of this Agreement to any of the benefits provided in the
\nforegoing Section 5:<\/p>\n

(i) If, prior to the commencement of the Period of Employment, Executive153s
\nemployment with the Company is terminated at any time for any reason, including
\nwithout limitation due to (A) Executive153s death, (B) an Incapacity Discharge,
\n(C) a termination initiated by the Company with or without Cause or (D)
\nresignation, retirement or other termination initiated by Executive with or
\nwithout Good Reason, subject, however, to the provisions of Section 20 below.\n<\/p>\n

(ii) If Executive153s employment with the Company is terminated during the
\nPeriod of Employment with Cause.<\/p>\n

(iii) If Executive resigns, retires or otherwise voluntarily terminates
\nemployment with the Company during the Period of Employment without Good Reason.\n<\/p>\n

(b) Termination with Compensation. <\/strong>If Executive153s employment
\nis terminated for any of the following reasons, Executive shall be entitled by
\nvirtue of this Agreement to the benefits provided in the foregoing Section 5 as
\nfollows:<\/p>\n

(i) If, during the Period of Employment, the Company discharges Executive
\nother than for Cause, Executive shall receive all of the benefits and payments
\nprovided in Section 5.<\/p>\n

(ii) Executive may terminate his employment with the Company at any time
\nduring the Period of Employment for Good Reason (“Good Reason Termination”) and
\nshall receive all of the benefits and payments provided in Section 5.<\/p>\n

(iii) If, during the Period of Employment, Executive either (A) retires from
\nemployment with the Company or (B) if the Company discharges Executive due to an
\nIncapacity Discharge, in either case while Executive has cause to terminate his
\nemployment as a Good Reason Termination (whether or not Executive has provided
\nNotice of Termination to the Company pursuant to Section 7), Executive shall
\nreceive all of the benefits and payments provided in Section 5.<\/p>\n

9<\/p>\n

\n

(iv) If Executive dies while employed by the Company during the Period of
\nEmployment while having cause to terminate his employment as a Good Reason
\nTermination (whether or not Executive has provided Notice of Termination to the
\nCompany pursuant to Section 7), Executive153s beneficiary or beneficiaries named
\non Exhibit 2 to this Agreement (or Executive153s estate if he has not named a
\nbeneficiary) shall be entitled to receive those payments provided under Sections
\n5(a), 5(b) and 5(c) of this Agreement in addition to any benefits that such
\nbeneficiaries would be entitled under any other plan, program or policy of the
\nCompany as a result of Executive153s employment with the Company.<\/p>\n

(v) Executive may become eligible for the benefits and payments under Section
\n5 for termination of employment prior to a Change in Control in accordance with,
\nand subject to, the provisions of Section 20 below.<\/p>\n

7. Notice of Termination.<\/u> <\/strong>Any termination of
\nExecutive153s employment by the Company or any termination by Executive as a Good
\nReason Termination shall be communicated by written notice to the other party
\nhereto. For purposes of this Agreement, such notice shall be referred to as a
\n“Notice of Termination.” Such notice shall, to the extent applicable, set forth
\nthe specific reason for termination, and shall set forth in reasonable detail
\nthe facts and circumstances claimed to provide a basis for termination of
\nExecutive153s employment under the provision so indicated.<\/p>\n

8. Date of Termination.<\/u> <\/strong>“Date of Termination” shall
\nmean:<\/p>\n

(a) If Executive terminates Executive153s employment as a Good Reason
\nTermination, the date specified in the Notice of Termination, but in no event
\nmore than sixty (60) days after Notice of Termination is given.<\/p>\n

(b) If Executive153s employment is terminated with Cause, the date on which a
\nNotice of Termination is given, except that the Date of Termination shall not be
\nany date prior to the date on which the Cure Period expires without the
\ncorrection of Executive153s performance (if applicable).<\/p>\n

(c) If Executive153s employment pursuant to this Agreement is terminated
\nfollowing absence due to physical incapacity as an Incapacity Discharge, then
\nthe Date of Termination shall be thirty (30) days after Notice of Termination is
\ngiven (provided that Executive shall not have returned to the performance of
\nExecutive153s duties on a full-time basis during such thirty (30) day period).\n<\/p>\n

(d) A termination of employment by either the Company or by Executive shall
\nnot affect any rights Executive or Executive153s surviving spouse or beneficiaries
\nmay have pursuant to any other agreement or plan of the Company providing
\nbenefits to Executive, except as provided in such agreement or plan.<\/p>\n

10<\/p>\n

\n

9. Adjustments to Payments.<\/u> <\/strong><\/p>\n

(a) Anything in this Agreement to the contrary notwithstanding, in the event
\nit shall be determined that any payment or distribution by the Company to
\nExecutive or for Executive153s benefit (whether paid or payable or distributed or
\ndistributable pursuant to the terms of this Agreement or otherwise (the
\n“Payments”) would be subject to the excise tax imposed by Section 4999 (or any
\nsuccessor provisions) of the Internal Revenue Code of 1986, as amended (the
\n“Code”), or any interest or penalty is incurred by Executive with respect to
\nsuch excise tax (such excise tax, together with any such interest and penalties,
\nis hereinafter collectively referred to as the “Excise Tax”), then the Payments
\nshall be reduced (but not below zero) if and to the extent that such reduction
\nwould result in Executive retaining a larger amount, on an after-tax basis
\n(taking into account federal, state and local income taxes and the imposition of
\nthe Excise Tax), than if Executive received all of the Payments. The Company
\nshall reduce or eliminate the Payments, by first reducing or eliminating the
\nportion of the Payments which are not payable in cash and then by reducing or
\neliminating cash payments, in each case in reverse order beginning with payments
\nor benefits which are to be paid the farthest in time from the determination.\n<\/p>\n

(b) All determinations required to be made under this Section 9, including
\nwhether and when an adjustment to any Payments is required and, if applicable,
\nwhich Payments are to be so adjusted, shall be made by PricewaterhouseCoopers
\nLLC (or their successors) (the “Accounting Firm”) which shall provide detailed
\nsupporting calculations both to the Company and to Executive within fifteen (15)
\nbusiness days of the receipt of notice from Executive that there has been a
\nPayment, or such earlier time as is requested by the Company. In the event that
\nthe Accounting Firm is serving as accountant or auditor for the individual,
\nentity or group effecting the Change in Control, Executive shall appoint another
\nnationally recognized accounting firm to make the determinations required
\nhereunder (which accounting firm shall then be referred to as the Accounting
\nFirm hereunder). All fees and expenses of the Accounting Firm shall be borne
\nsolely by the Company. If the Accounting Firm determines that no Excise Tax is
\npayable by Executive, it shall furnish Executive with a written opinion that
\nfailure to report the Excise Tax on Executive153s applicable federal income tax
\nreturn would not result in the imposition of a negligence or similar penalty.
\nAny determination by the Accounting Firm shall be binding upon the Company and
\nExecutive.<\/p>\n

10. No Obligation to Mitigate Damages, No Effect on Other
\nContractual Rights.<\/u><\/strong> Executive shall not be required to refund the
\namount of any payment or employee benefit provided for or otherwise mitigate
\ndamages under this Agreement by seeking or accepting other employment or
\notherwise, nor shall the amount of any payment required to be made under this
\nAgreement be reduced by any compensation earned by Executive as the result of
\nany employment by another employer after the date of termination of Executive153s
\nemployment with the Company, or otherwise. Upon receipt of written notice from
\nExecutive that Executive has been reemployed by another company or entity on a
\nfull-time basis, benefits, fringe benefits and perquisites otherwise receivable
\nby Executive pursuant to Sections 5(d) or 5(e) related to life, health,
\ndisability and accident insurance plans and programs and other similar benefits,
\ncompany cars, financial planning, country club memberships, and the like (but
\nnot incentive compensation, LTIP, pension plans or other similar plans and
\nprograms) shall be reduced to the extent comparable benefits are made available
\nto Executive at his new employment and any such benefits actually received by
\nExecutive shall be reported to the Company by Executive.<\/p>\n

11<\/p>\n

\n

The provisions of the Agreement, and any payment or benefit provided for
\nhereunder shall not reduce any amount otherwise payable, or in any way diminish
\nExecutive153s existing rights, or rights which would occur solely as a result of
\nthe passage of time, under any other agreement, contract, plan or arrangement
\nwith the Company.<\/p>\n

11. Successors and Binding Agreement.<\/u><\/strong><\/p>\n

(a) The Company shall require any successor (whether direct or indirect, by
\npurchase, merger, consolidation or otherwise) to all or substantially all of the
\nbusiness or assets of the Company, by agreement in form and substance
\nsatisfactory to Executive, to assume and agree to perform this Agreement.<\/p>\n

(b) This Agreement shall be binding upon the Company and any successor of or
\nto the Company, including, without limitation, any person acquiring directly or
\nindirectly all or substantially all of the assets of the Company whether by
\nmerger, consolidation, sale or otherwise (and such successor shall thereafter be
\ndeemed the “Company” for the purposes of this Agreement), but shall not
\notherwise be assignable by the Company.<\/p>\n

(c) This Agreement shall inure to the benefit of and be enforceable by
\nExecutive and Executive153s personal or legal representatives, executors,
\nadministrators, successors, heirs, distributees, devisees and legatees. If
\nExecutive should die while any amounts would still be payable to Executive
\npursuant to Sections 5 and 6 hereunder if Executive had continued to live, all
\nsuch amounts, unless otherwise provided herein, shall be paid in accordance with
\nthe terms of this Agreement to Executive153s devisee, legatee, or other designee
\nor, if there be no such designee, to Executive153s estate.<\/p>\n

12. Notices.<\/u> <\/strong>For the purposes of this Agreement,
\nnotices and all other communications provided for in the Agreement shall be in
\nwriting and shall be deemed to have been duly given when delivered or mailed by
\nUnited States registered mail, return receipt requested, postage prepaid,
\naddressed to the respective addresses set forth on the first page of this
\nAgreement, provided that all notices to the Company shall be directed to the
\nattention of the Chief Executive Officer of the Company with a copy to the
\nSecretary of the Company, or to such other address as either party may have
\nfurnished to the other in writing, except that notices of change of address
\nshall be effective only upon receipt.<\/p>\n

13. Governing Law.<\/u><\/strong> The validity, interpretation,
\nconstruction and performance of this Agreement shall be governed by the laws of
\nthe State of North Carolina, without giving effect to the principles of conflict
\nof laws of such State.<\/p>\n

14. Miscellaneous.<\/u><\/strong> No provisions of this Agreement
\nmay be modified, waived or discharged, and this Agreement may not be terminated
\nbefore the end of the Term, unless such waiver, modification, discharge or
\ntermination is agreed to in a writing signed by Executive and the Company. No
\nwaiver by either party hereto at any time of any breach by the other party
\nhereto or compliance with, any condition or provision of this Agreement to be
\nperformed by such other party shall be deemed a waiver of similar or dissimilar
\nprovisions or conditions at the same<\/p>\n

12<\/p>\n

\n

or at any prior or subsequent time. No agreements or representations, oral or
\notherwise, express or implied, with respect to the subject matter hereof, have
\nbeen made by either party which is not set forth expressly in this Agreement.\n<\/p>\n

15. Validity.<\/u><\/strong> The invalidity or unenforceability of
\nany provisions of this Agreement shall not affect the validity or enforceability
\nof any other provision of this Agreement, which shall remain in full force and
\neffect.<\/p>\n

16. Counterparts.<\/u><\/strong> This Agreement may be executed in
\none or more counterparts, each of which shall be deemed to be an original, but
\nall of which together will constitute one and the same agreement.<\/p>\n

17. Withholding of Taxes.<\/u><\/strong> The Company may withhold
\nfrom any amounts payable under this Agreement all federal, state, city or other
\ntaxes as shall be required pursuant to any law or government regulation or
\nruling.<\/p>\n

18. Nonassignability.<\/u><\/strong> This Agreement is personal in
\nnature and neither of the parties hereto shall, without the consent of the
\nother, assign or transfer this Agreement or any rights or obligations hereunder,
\nexcept as provided in Section 11 above. Without limiting the foregoing,
\nExecutive153s right to receive payments hereunder shall not be assignable or
\ntransferable, whether by pledge, creation of a security interest or otherwise,
\nother than by a transfer by Executive153s will or by the laws of descent and
\ndistribution and in the event of any attempted assignment or transfer contrary
\nto this Section 18 the Company shall have no liability to pay any amounts so
\nattempted to be assigned or transferred.<\/p>\n

19. Legal Fees and Expenses.<\/u><\/strong> If a Change in Control
\nshall have occurred, thereafter the Company shall pay and be solely responsible
\nfor any and all attorneys153 and related fees and expenses incurred by Executive
\nto successfully (in whole or in part and whether by modification of the
\nCompany153s position, agreement, compromise, settlement, or administrative or
\njudicial determination) enforce this Agreement or any provision hereof or as a
\nresult of the Company or any Shareholder of the Company contesting the validity
\nor enforceability of this Agreement or any provision hereof. To secure the
\nforegoing obligation, the Company shall, within 90 days after being requested by
\nExecutive to do so, enter into a contract with an insurance company, open a
\nletter of credit or establish an escrow in a form satisfactory to Executive.
\nNotwithstanding the provisions of this Section 19 to the contrary, in no event
\nshall any payments made to Executive under this Section 19 be made for expenses
\nincurred by Executive following the end of the second calendar year following
\nthe calendar year in which Executive153s Date of Termination occurs, provided that
\nthe period during which reimbursement for such expenses may be made may extend
\nto the end of the third calendar year in which Executive153s Date of Termination
\noccurs.<\/p>\n

20. Employment Rights.<\/u><\/strong> Nothing expressed or implied
\nin this Agreement shall create any right or duty on Executive153s part or on the
\npart of the Company to have Executive remain in the employment of the Company
\nprior to the commencement of the Period of Employment; provided, however, that
\nany termination or purported termination of Executive153s employment by the
\nCompany without Cause, or termination of Executive153s employment by Executive
\nunder circumstances that would constitute Good Reason had a Change in Control
\noccurred, in either case following the commencement of any discussion with a
\nthird party, or the announcement by a third party of the commencement of, or the
\nintention to commence a tender<\/p>\n

13<\/p>\n

\n

offer, or other intention to acquire all or a portion of the equity
\nsecurities of the Company that ultimately results in a Change in Control shall
\nbe deemed to be a termination of Executive153s employment after a Change in
\nControl for purposes of (i) this Agreement and both the Period of Employment and
\nthe Payment Period shall be deemed to have begun on the day prior to such
\ntermination and (ii) the Company153s Equity Compensation Plan as if the Change in
\nControl had occurred on the day prior to such termination (resulting in the full
\nvesting and extended exercisability of the Executive153s outstanding stock options
\nunder, and in accordance with, the provisions of the Equity Compensation Plan).\n<\/p>\n

21. Right of Setoff.<\/u><\/strong> There shall be no right of
\nsetoff or counterclaim against, or delay in, any payment by the Company to
\nExecutive or Executive153s designated beneficiary or beneficiaries provided for in
\nthis Agreement in respect of any claim against Executive or any debt or
\nobligation owed by Executive, whether arising hereunder or otherwise.<\/p>\n

22. Rights to Other Benefits.<\/u><\/strong> The existence of the
\nAgreement and Executive153s rights hereunder shall be in addition to, and not in
\nlieu of, Executive153s rights under any other of the Company153s compensation and
\nbenefit plans and programs, and under any other contract or agreement between
\nExecutive and the Company.<\/p>\n

23. Prior Agreements.<\/u><\/strong> This Agreement supersedes and
\nreplaces any and all prior agreements and understandings between the Company and
\nthe Executive with respect to the subject matter hereof. Any such prior
\nagreements and understandings are no longer in force or effect.<\/p>\n

24. Compliance with Section 409A of the Internal Revenue Code.<\/u>
\n<\/strong>Any payments under this Agreement that are deemed to be deferred
\ncompensation subject to the requirements of Section 409A (“Section 409A”) of the
\nInternal Revenue Code of 1986, as amended, are intended to comply with the
\nrequirements of Section 409A. To this end and notwithstanding any other
\nprovision of this Agreement to the contrary, if at the time of Executive153s
\ntermination of employment with the Company, (i) the Company153s securities are
\npublicly traded on an established securities market; (ii) Executive is a
\n“specified employee” (as defined in Section 409A); and (iii) the deferral of the
\ncommencement of any payments or benefits otherwise payable pursuant to this
\nAgreement as a result of such termination of employment is necessary in order to
\nprevent any accelerated or additional tax under Section 409A, then the Company
\nwill defer the commencement of such payments (without any reduction in amount
\nultimately paid or provided to Executive) that are not paid within the
\nshort-term deferral rule under Section 409A (and any regulations thereunder) or
\nwithin the “involuntary separation” exemption of Treasury Regulation \u00a7
\n1.409A-1(b)(9)(iii). Such deferral shall last until the date that is six (6)
\nmonths following Executive153s termination of employment with the Company (or the
\nearliest date as is permitted under Section 409A). Any amounts the payment of
\nwhich are so deferred shall be paid in a lump sum payment within ten (10) days
\nafter the end of such deferral period. If Executive dies during the deferral
\nperiod prior to the payment of any deferred amount, then the unpaid deferred
\namount shall be paid to the personal representative of Executive153s estate within
\nsixty (60) days after the date of Executive153s death. For purposes of Section
\n409A, the right to a series of installment payments under this Agreement shall
\nbe treated as a right to a series of separate payments.<\/p>\n

14<\/p>\n

\n

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
\nEffective Date.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ENPRO INDUSTRIES, INC.<\/strong><\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

\/s\/ Stephen E. Macadam<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

Stephen E. Macadam<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

President and Chief Executive Officer<\/p>\n<\/td>\n<\/tr>\n

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

\/s\/ Marvin A. Riley<\/p>\n<\/td>\n<\/tr>\n

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

Marvin A. Riley<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

15<\/p>\n

\n

EXHIBIT 1 <\/strong><\/p>\n

A. If as of Executive153s Date of Termination Executive153s years of continuous
\nservice under the applicable retirement plans for purposes of determining
\neligibility for normal or early retirement plus the length of Executive153s
\nPayment Period is at least 5, then<\/p>\n

1. If as of Executive153s Date of Termination Executive153s age plus the length
\nof Executive153s Payment Period is at least 65, Executive153s retirement benefit
\nunder Section 5(f) will be calculated as a “normal retirement” benefit to which
\nExecutive would have been entitled under the terms of the retirement plan in
\nwhich Executive participates had Executive accumulated benefit service under the
\nretirement plan that included the Payment Period; and<\/p>\n

2. If as of Executive153s Date of Termination Executive153s age plus the length
\nof Executive153s Payment Period is at least 55 but less than 65, Executive153s
\nretirement benefit under Section 5(f) will be calculated as an “early
\nretirement” benefit to which Executive would have been entitled under the terms
\nof the retirement plan in which Executive participates had Executive accumulated
\nbenefit service under the retirement plan that included the Payment Period. The
\nactuarial reduction used shall be the actuarial reduction factor for early
\nretirement, calculated to Executive153s actual age plus the length of Executive153s
\nPayment Period, at Executive153s Date of Termination.<\/p>\n

B. If as of Executive153s Date of Termination the sum of Executive153s years of
\ncontinuous service under the applicable retirement plans for purposes of
\ndetermining eligibility for normal or early retirement plus the length of
\nExecutive153s Payment Period is less than 5, or Executive153s age plus the length of
\nExecutive153s Payment Period is less than 55, Executive153s retirement benefit under
\nSection 5(f) will be calculated as a “deferred vested pension” to which
\nExecutive would have been entitled under the terms of the retirement plans in
\nwhich Executive participates had Executive accumulated benefit service under the
\nretirement plan that included the Payment Period. The actuarial reduction used
\nshall be the actuarial reduction factor for a deferred vested pension,
\ncalculated to Executive153s actual age at Executive153s Date of Termination plus the
\nlength of Executive153s Payment Period.<\/p>\n

C. For purposes of Section 5(f), “actuarial equivalent” shall be determined
\nusing the same methods and assumptions as those utilized under the Company153s
\nretirement plans and programs immediately prior to the Change in Control.<\/p>\n

\n

EXHIBIT 2 <\/strong><\/p>\n

BENEFICIARY DESIGNATION <\/strong><\/p>\n

I hereby designate the following person(s) as a beneficiary for the purposes
\nof Section 6(b)(iv) to the extent of the percentage interest listed next to
\ntheir name:<\/p>\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

NAME<\/p>\n<\/td>\n

<\/td>\n\n

PERCENTAGE INTEREST<\/p>\n<\/td>\n<\/tr>\n

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

TOTAL (CANNOT EXCEED 100%)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7453],"corporate_contracts_industries":[9459],"corporate_contracts_types":[9539,9551],"class_list":["post-40102","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-enpro-industries-inc","corporate_contracts_industries-manufacturing__rubber","corporate_contracts_types-compensation","corporate_contracts_types-compensation__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40102","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40102"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40102"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40102"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40102"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}