{"id":40442,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/senior-officer-severance-plan-enpro-industries-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"senior-officer-severance-plan-enpro-industries-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/senior-officer-severance-plan-enpro-industries-inc.html","title":{"rendered":"Senior Officer Severance Plan – EnPro Industries Inc."},"content":{"rendered":"

EnPro Industries, Inc.
Senior Officer Severance Plan
\n(Effective as of August 4, 2010)<\/strong><\/p>\n

\n

Purpose<\/u>:<\/p>\n<\/p>\n

It is the Company153s policy to provide competitive severance benefits to its
\nSenior Officers if the Company terminates their employment without
\nCause.1<\/sup><\/p>\n<\/p>\n

ARTICLE I<\/strong>
\nDefinitions<\/strong><\/p>\n

\n

“Administrator<\/em>” means the Compensation and Human Resources Committee
\nof the Board, unless the Company designates another committee or an individual
\nto serve as Administrator.<\/p>\n<\/p>\n

“Adverse Benefit Determination<\/em>” means any of the following: a
\ndenial, reduction, or termination of, or a failure to provide or make payment
\n(in whole or in part) for, a benefit under this Plan, including any such denial,
\nreduction, termination, or failure to provide or make payment that is based on a
\ndetermination of a Senior Officer153s eligibility to participate in the Plan.<\/p>\n<\/p>\n

“Annual Incentive Amount<\/em>” means the amount that would have been
\npayable to the Senior Officer under the EnPro Industries, Inc. Senior Executive
\nAnnual Performance Plan or Management Annual Performance Plan, as applicable, at
\nthe conclusion of the year in which the Qualifying Termination occurs had the
\nSenior Officer remained employed through the end of such year, based upon the
\nCompany153s actual financial results for such year, not to exceed the amount that
\nwould have been paid had Target Performance Levels been achieved for such year.\n<\/p>\n<\/p>\n

“Base Salary<\/em>” means the regular salary paid to the Senior Officer
\nimmediately prior to the Senior Officer153s date of termination, as reflected in
\nthe Company153s payroll records. Base Salary shall not include commissions,
\nbonuses, overtime pay, incentive compensation, benefits paid under any qualified
\nor nonqualified plan, any group medical, dental or other welfare benefit plan,
\nnoncash compensation or any other additional compensation or benefits.<\/p>\n<\/p>\n

“Benefit Continuation<\/em>” means the continuation of benefits set forth
\nin Article III.B of this Plan during the Senior Officer153s Benefit Continuation
\nPeriod.<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

1<\/sup><\/p>\n<\/td>\n

<\/td>\n\n

Capitalized terms and phrases used in this Plan shall have the meanings set
\nforth in Article I.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

“Benefit Continuation Period<\/em>” means the period the Senior Officer is
\nentitled to receive Benefit Continuation as specified in the Benefits Schedule
\nset forth in Article III below.<\/p>\n

“Board<\/em>” means the board of directors of the Company from time to
\ntime.<\/p>\n

“Cause<\/em>” means (i) a Senior Officer153s commission of an act of fraud,
\ndishonesty or moral turpitude in the course of the Senior Officer153s employment
\nor that has an adverse effect on the Company, its business, reputation or
\ninterest; (ii) a Senior Officer153s commission of, indictment for or pleading
\nguilty or nolo contendere to a felony; (iii) the willful and continued failure
\nof a Senior Officer to perform any of his or her material duties with the
\nCompany (other than for any such failure resulting from the Senior Officer153s
\nincapacity due to physical or mental illness), after written notice of such
\nfailure has been provided to the Senior Officer and a reasonable opportunity to
\ncure the failure has been provided to the Senior Officer; (iv) a Senior
\nOfficer153s material violation of the Company153s code of conduct, code of ethics or
\nother written policy of the Company or a material breach by the Senior Officer
\nof a fiduciary duty or responsibility to the Company; (v) a Senior Officer153s
\nunauthorized use or disclosure of any confidential or proprietary information of
\nthe Company; (vi) the willful misconduct or gross negligence of a Senior Officer
\nwith regard to the Company or in the performance of a Senior Officer153s duties
\nthat is materially injurious to the Company; (vii) the refusal of a Senior
\nOfficer to follow the lawful directives of the Board or a more senior officer
\nwithin five days of the provision of written notice thereof to the Senior
\nOfficer; or (viii) the willful failure of a Senior Officer to cooperate in a
\nCompany investigation.<\/p>\n

“Change in Control<\/em>” means “Change in Control” as defined in the
\nEnPro Industries, Inc. 2002 Equity Compensation Plan, as amended and restated
\nfrom time to time, or in any comparable equity award plan of the Company.<\/p>\n

“Claimant” <\/em>means a Senior Officer who claims a benefit under this
\nPlan.<\/p>\n

“COBRA” <\/em>means the Consolidated Budget Omnibus Reconciliation Act of
\n1985, as amended.<\/p>\n

“Compensation Committee<\/em>” means the Compensation and Human Resources
\nCommittee of the Board of Directors of the Company.<\/p>\n

“Company<\/em>” means EnPro Industries, Inc., its affiliates and any
\nsuccessors thereto.<\/p>\n

2<\/p>\n

\n

“Disability<\/em>” means the physical or mental impairment of a Senior
\nOfficer that would qualify as a disability under the Company153s long-term
\ndisability plan without regard to any waiting periods set forth in such plan.\n<\/p>\n

“Interim LTIP Payment<\/em>” has the meaning provided in the LTIP Plan.\n<\/p>\n

“LTIP Amount<\/em>” means the amount that would have been payable to the
\nSenior Officer under the LTIP Plan at the conclusion of the Performance Period
\nhad the Senior Officer remained employed through the end of the Performance
\nPeriod, based upon the Company153s actual financial results for the Performance
\nPeriod, not to exceed the amount that would have been payable had Target
\nPerformance Levels been achieved for such period.<\/p>\n

“The LTIP Plan<\/em>” means the EnPro Industries, Inc. Long-Term Incentive
\nPlan as amended from time to time.<\/p>\n

“Months of Service<\/em>” means, with respect to a given Performance
\nPeriod, each completed month of employment service by a Senior Officer following
\nthe grant date of an award under the LTIP Plan.<\/p>\n

“Offer of Comparable Employment<\/em>” means an offer of employment that
\nhas each of the following features:<\/p>\n\n\n\n\n\n\n\n
<\/td>\n\n

1.<\/p>\n<\/td>\n

<\/td>\n\n

Base Salary<\/u>. The Base Salary for the position is not less than the
\nBase Salary in effect for the Senior Officer on the day before the Senior
\nOfficer153s employment with the Company was terminated;<\/p>\n<\/td>\n<\/tr>\n

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

2.<\/p>\n<\/td>\n

<\/td>\n\n

Annual Performance Award<\/u>. If the Senior Officer is a participant in
\nthe Company153s Senior Executive Annual Performance Plan or Management Annual
\nPerformance Plan, as applicable, the Senior Officer has the opportunity to earn
\nan annual performance award that is comparable to the opportunity afforded the
\nSenior Officer under the applicable Annual Performance Plan in effect on the day
\nbefore the Senior Officer153s employment with the Company was terminated; and<\/p>\n<\/td>\n<\/tr>\n

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

3.<\/p>\n<\/td>\n

<\/td>\n\n

Employment Location<\/u>. The position does not require the Senior Officer
\nto transfer to another employment location that is more than 50 miles farther
\nfrom the Senior Officer153s residence than the Senior Officer153s previous
\nemployment location (except for travel reasonably required in performance of the
\nSenior Officer153s responsibilities).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

3<\/p>\n

\n\n\n\n
<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

“Performance Period<\/em>” means each multi-year performance cycle
\napplicable to an award under the LTIP Plan.<\/p>\n

“Plan<\/em>” means the EnPro Industries, Inc. Senior Officer Severance
\nPlan.<\/p>\n

“Prior Health Costs<\/em>” means the average monthly amount previously
\nexpended by the Company for the continued participation by the President and
\nChief Executive Officer of the Company in the Company153s medical and dental
\nplans.<\/p>\n

“Qualifying Termination<\/em>” means the termination of a Senior Officer153s
\nemployment by the Company without Cause. A “Qualifying Termination” does not
\ninclude (i) a termination of employment by the Senior Officer; (ii) a
\ntermination of the Senior Officer153s employment by the Company with Cause; (iii)
\na termination of a Senior Officer153s employment on account of the Senior
\nOfficer153s retirement, death or Disability; (iv) the “termination” by the Company
\nof a Senior Officer153s employment with an affiliate of the Company, if the Senior
\nOfficer continues employment with another affiliate of the Company; or (v) a
\ntermination of employment by the Company following or in connection with the
\nSale of a Business Unit in which the Senior Officer receives an Offer of
\nComparable Employment.<\/p>\n

“Sale of a Business Unit<\/em>” means the sale of one of the Company153s
\nbusiness units (whether a subsidiary or unincorporated division) accomplished
\nthrough a stock sale, asset sale, outsourcing transaction, joint venture
\ntransaction or other business transaction or combination.<\/p>\n

“Senior Officer<\/em>” means the President and Chief Executive Officer, a
\nSenior Vice President, a Corporate Vice President or a Division President of the
\nCompany. A Senior Officer does not include contract employees or consultants.\n<\/p>\n

“Target Performance Levels<\/em>” means, for a Senior Officer, the
\nfinancial or other goals established as the “target” performance goals for a
\ngiven performance period under (i) the Company153s Senior Executive Annual
\nPerformance Plan or Management Annual Performance Plan, as applicable and (ii)
\nthe LTIP Plan.<\/p>\n

4<\/p>\n

\n

ARTICLE II<\/strong>
\nEligibility<\/strong><\/p>\n

A Senior Officer is eligible to receive severance benefits under this Plan if
\nthe Senior Officer experiences a Qualifying Termination and signs and does not
\nrevoke a release and waiver of all claims and a non-competition and
\nnon-solicitation agreement in form and substance reasonably acceptable to the
\nCompany for a term that expires at the end of the applicable severance period.
\nIf the Senior Officer is covered by a management continuity agreement or a
\nchange-of-control agreement and becomes entitled to payments or benefits
\nthereunder, no benefits shall be payable under this Plan.<\/p>\n

ARTICLE III<\/strong>
\nSeverance Benefits Provided By The Plan<\/strong><\/p>\n

An eligible Senior Officer shall be afforded Base Salary, Benefit
\nContinuation and a pro-rata bonus payment as set forth below.<\/p>\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Benefits Schedule<\/p>\n<\/td>\n

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

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

<\/td>\n\n

Base Salary and Benefit Continuation Period<\/p>\n<\/td>\n<\/tr>\n

\n

President & Chief Executive Officer<\/p>\n<\/td>\n

<\/td>\n\n

24 months of Base Salary and Benefit Continuation<\/p>\n<\/td>\n<\/tr>\n

\n

Chief Operating Officer, Executive Vice Presidents, Senior Vice Presidents,
\nCorporate Vice Presidents and Division Presidents<\/p>\n<\/td>\n

<\/td>\n\n

12 months of Base Salary and Benefit Continuation<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A. Base Salary<\/u>.<\/p>\n

A Senior Officer who experiences a Qualifying Termination shall be entitled
\nto receive his or her Base Salary during the period set forth above. The
\nAdministrator has the sole and exclusive discretion to pay this amount: (i) in
\nthe form of salary continuation payments distributed on normal payroll dates in
\naccordance with the Company153s regular payroll practices for the Benefit
\nContinuation Period or (ii) in a lump sum, which lump sum shall be payable no
\nlater than March 15 of the year following termination of the Senior Officer153s
\nemployment.<\/p>\n

Provided, further, that if the total severance benefits payable hereunder to
\nthe Senior Officer exceed two (2) times the maximum amount that may be taken
\ninto account under a qualified plan pursuant to I.R.C. \u00a7 401(a)(17), as provided
\nin 26<\/p>\n

5<\/p>\n

\n

C.F.R. \u00a7 1.409A-1(b)(9)(iii)(A)(2<\/u>), such benefits shall be payable in
\na lump sum no later than March 15 of the year following termination of the
\nSenior Officer153s employment.<\/p>\n

B. Benefit Continuation.<\/u><\/p>\n

A Senior Officer who experiences a Qualifying Termination shall be entitled
\nto receive medical and dental coverage, an extended stock option exercise period
\nand outplacement services according to the terms set forth below. In order to be
\neligible to receive continued medical and dental coverage, the Senior Officer
\nmust have been the recipient of such benefits immediately prior to the Senior
\nOfficer153s Qualifying Termination. The components of Benefit Continuation are as
\nfollows:<\/p>\n\n\n\n\n\n
<\/td>\n\n

1.<\/p>\n<\/td>\n

<\/td>\n\n

Medical and Dental Coverage<\/em>. Subject to (i) the Senior Officer153s
\ntimely election of continuation coverage under COBRA; and (ii) the Senior
\nOfficer153s continued co-payment of premiums at the same level and cost to the
\nSenior Officer as if the Senior Officer were an employee of the Company
\n(excluding, for purposes of calculating cost, an employee153s ability to pay
\npremiums with pre-tax dollars), the Company shall pay the applicable COBRA
\ncontinuation coverage premiums under the Company153s health and dental plans
\napplicable to the Senior Officer. These payments shall continue until the sooner
\nof: (a) the end of the Benefit Continuation Period; (b) the date the Senior
\nOfficer ceases to be eligible for COBRA or (c) the date the Senior Officer
\ncommences other employment that offers a health care program. If a Senior
\nOfficer or any of his or her dependents cease to be eligible for COBRA, the
\nCompany153s obligation to pay any premium for such person shall cease, but the
\nCompany153s obligation to pay the premium for the Senior Officer or any dependent
\nwho is still eligible for COBRA shall continue. The Senior Officer shall
\npromptly notify the Company if he or she commences other employment that offers
\na health care program.<\/p>\n<\/td>\n<\/tr>\n

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

With respect to the President and Chief Executive Officer, and provided there
\nhas been a timely election of COBRA and payment of premiums as provided above,
\nthe Company shall pay for comparable medical and dental coverage from the end of
\nthe COBRA continuation period until the earlier of: (i) 24 months after the
\nPresident and Chief Executive Officer153s termination date; (ii) the date on which
\nthe President and Chief Executive Officer obtains employment that offers a
\nhealth care program or (iii) the date on which the President and Chief Executive
\nOfficer becomes eligible for Medicare. During such period, the President and
\nChief<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

6<\/p>\n

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

Executive Officer shall continue to be responsible for payment of premiums at
\nthe same level and cost that he or she would have paid for health and dental
\ncoverage had he or she remained an active employee of the Company. Provided,
\nhowever, that if the monthly cost of the comparable medical and dental coverage
\nfor such period exceeds the Prior Health Costs, the Company : in lieu of such
\npayment : shall be permitted to pay directly to the President and Chief
\nExecutive Officer, on a monthly basis, an amount equal to the Prior Health Costs
\nfor such period.<\/p>\n<\/td>\n<\/tr>\n

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

2.<\/p>\n<\/td>\n

<\/td>\n\n

Stock Option Exercisability<\/em>. Notwithstanding any provision of the
\nCompany153s 2002 Equity Compensation Plan (or any comparable equity award plan of
\nthe Company) or any applicable award agreement thereunder to the contrary, the
\nSenior Officer may exercise any of the Senior Officer153s stock options that are
\nvested as of the date of the Senior Officer153s Qualifying Termination at any time
\nduring the Benefit Continuation Period (but not exceeding the original
\nexpiration date of the options).<\/p>\n<\/td>\n<\/tr>\n

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

3.<\/p>\n<\/td>\n

<\/td>\n\n

Outplacement Services<\/em>. The Company shall provide the Senior Officer
\nwith outplacement services during the Benefit Continuation Period in a form,
\nmanner and with a scope and level of benefits determined in the Administrator153s
\ndiscretion.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

C. Pro-rata Bonus.<\/u><\/p>\n

A Senior Officer who experiences a Qualifying Termination shall be entitled
\nto receive a pro-rata portion of the Senior Officer153s Annual Incentive Amount
\n(based upon the period of time from the beginning of the applicable performance
\nperiod through the Senior Officer153s termination date) in a lump sum cash payment
\nmade no later than March 15 of the year following termination of the Senior
\nOfficer153s employment.<\/p>\n

D. Pro-rata LTIP Award<\/u>.<\/p>\n

A Senior Officer who experiences a Qualifying Termination shall be entitled
\nto receive a pro-rata portion of the award amount that would have been paid to
\nthe Senior Officer under the LTIP Plan. This amount shall equal the product of
\n(i) the Months of Service divided by the total number of months in the given
\nPerformance Period and (ii) the LTIP Amount, less<\/u> (iii) any Interim LTIP
\nPayment paid or payable to the Senior Officer. This pro-rata portion shall be
\npaid not later than March 15 of the year following the end of the applicable
\nPerformance Period, but no earlier than six months following the Senior
\nOfficer153s<\/p>\n

7<\/p>\n

\n

termination if the Senior Officer is a “specified employee” as defined in
\nI.R.C. \u00a7 409A.<\/p>\n

E. Conditions<\/u>.<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

1.<\/p>\n<\/td>\n

<\/td>\n\n

Releases and Waivers of Claims. <\/em>Any amounts payable under, or
\nbenefits provided pursuant to, this Plan shall be payable or provided only if
\nthe Senior Officer delivers to the Company and does not revoke a general release
\nof all claims of any kind whatsoever that the Senior Officer has or may have
\nagainst the Company and its officers, directors and employees, whether known or
\nunknown, as of the date of the Senior Officer153s termination of employment, in
\nsuch form as reasonably requested by the Company.<\/p>\n<\/td>\n<\/tr>\n

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

2.<\/p>\n<\/td>\n

<\/td>\n\n

Cooperation. <\/em>As a condition to the receipt of any severance benefits
\nhereunder, the Senior Officer shall be deemed to have agreed to the provisions
\nof this Article III.E(2). Upon the receipt of reasonable notice from the Company
\n(including its outside counsel), the Senior Officer agrees that during the
\nBenefit Continuation Period, the Senior Officer will respond and provide
\ninformation with regard to matters concerning which the Senior Officer has
\nknowledge as a result of the Senior Officer153s employment with the Company, and
\nwill provide reasonable assistance to the Company and its respective
\nrepresentatives in defense of any claims that may be made against the Company to
\nthe extent that such claims may relate to the period of the Senior Officer153s
\nemployment. The Senior Officer also agrees to inform the Company promptly (to
\nthe extent the Senior Officer is legally permitted to do so) if the Senior
\nOfficer is asked to assist in any investigation of or claim asserted against the
\nCompany. Upon presentation of appropriate documentation, the Company shall pay
\nor reimburse the Senior Officer for all reasonable out-of-pocket travel,
\nduplicating or telephonic expenses incurred by the Senior Officer in complying
\nwith this section.<\/p>\n<\/td>\n<\/tr>\n

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

3.<\/p>\n<\/td>\n

<\/td>\n\n

Re-employment. <\/em>If during the Senior Officer153s Benefit Continuation
\nPeriod, the Senior Officer becomes re-employed with the Company, all benefits
\nprovided to the Senior Officer hereunder shall terminate. Upon such termination,
\nthe Senior Officer shall be permitted to retain any lump sum amounts paid to him
\nor her hereunder before becoming reemployed.<\/p>\n<\/td>\n<\/tr>\n

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

4.<\/p>\n<\/td>\n

<\/td>\n\n

Confidentiality and Noncompetition Compliance. <\/em>The Senior Officer
\nsigns a non-competition and non-solicitation agreement in form and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

8<\/p>\n

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

substance reasonably acceptable to the Company for a term that expires at the
\nend of the applicable severance period. It is intended that the Base Salary paid
\nto the Senior Officer shall be deemed adequate consideration for the
\nnon-competition and non-solicitation agreement. If the Administrator determines
\nthat the Senior Officer has breached any duty of confidentiality,
\nnon-solicitation or non-competition the Senior Officer owes to the Company, the
\nSenior Officer shall forfeit all further benefits payable to the Senior Officer
\nunder this Plan and shall, at the Administrator153s direction, be required to
\nrepay to the Company any benefits the Senior Officer received from the Company
\nunder this Plan. In such case, the Administrator may offset any such repayment
\nagainst any other amounts that the Company owes to the Senior Officer.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE IV<\/strong>
\nPlan Administration<\/strong><\/p>\n

This Plan shall be administered by the Administrator on behalf of the Company
\n(as plan administrator under Section 3(16)(A) of ERISA). In that regard, the
\nAdministrator shall be empowered and shall have full discretion to interpret all
\nprovisions of this Plan, make all eligibility decisions and to perform all of
\nthe duties and powers granted to it under the terms of this Plan. The
\nAdministrator may adopt such rules and regulations for the administration of
\nthis Plan as are consistent with the terms hereof and shall keep adequate
\nrecords of its proceedings and acts. All interpretations and decisions made
\n(both as to law and fact) and other action taken by the Administrator with
\nrespect to this Plan shall be conclusive and binding upon all parties having or
\nclaiming to have an interest under this Plan. Not in limitation of the
\nforegoing, the Administrator shall have full discretionary authority to decide
\nany factual or interpretative issues that may arise in connection with its
\nadministration of this Plan (including without limitation any determination as
\nto eligibility and the amount of benefits payable under this Plan), and the
\nAdministrator153s exercise of such discretionary authority shall be conclusive and
\nbinding on all affected parties as long as it is not determined by a court of
\nlaw to be arbitrary and capricious. The Administrator may delegate any of the
\nAdministrator153s duties and powers hereunder to the extent permitted by
\napplicable law.<\/p>\n

9<\/p>\n

\n

ARTICLE V<\/strong>
\nClaims And Appeals Procedure<\/strong><\/p>\n

A. A Claimant shall have the right to submit a claim for benefits under the
\nPlan and to appeal any denial of a claim for benefits. Any request for a Plan
\nbenefit or to clarify the Claimant153s rights to future benefits under the terms
\nof the Plan shall be considered to be a claim. (However, this claims procedure
\ndoes not govern casual inquiries about benefits or the circumstances under which
\nbenefits might be paid under the terms of the Plan, nor does it govern a request
\nfor a determination regarding eligibility for coverage except such a
\ndetermination as is requested or necessary in connection with a claim for
\nbenefits.) An authorized representative of the Claimant may act on behalf of the
\nClaimant in pursuing a benefit claim or appeal of an Adverse Benefit
\nDetermination. The individual or individuals responsible for deciding the
\nbenefit claim or appeal, as applicable, may require the representative to
\nprovide reasonable written proof that the representative has in fact been
\nauthorized to act on behalf of the Claimant. The Plan requires no fee or other
\ncost for the making of a claim or appealing an Adverse Benefit Determination.\n<\/p>\n

B. A claim for benefits will be considered as having been made when submitted
\nin writing by the Claimant to the Administrator, in care of:<\/p>\n

EnPro Industries, Inc.
\nAttn: Senior Vice President : Human Resources (Severance Claim)
\n5605 Carnegie Blvd., Suite 500
\nCharlotte, NC 28209<\/p>\n

Any claim should include the following:<\/p>\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

Claimant153s name, address, telephone number, and social security number.<\/p>\n<\/td>\n<\/tr>\n

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

Claimant153s dates of employment with the Company.<\/p>\n<\/td>\n<\/tr>\n

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

Claimant153s job title and position with Company.<\/p>\n<\/td>\n<\/tr>\n

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

The reasons for Claimant153s termination of employment; and<\/p>\n<\/td>\n<\/tr>\n

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

A statement of the reasons why Claimant is entitled to severance benefits
\nunder the Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

10<\/p>\n

\n\n\n\n
<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

C. The Administrator will determine whether, or to what extent, the claim may
\nbe allowed or denied under the terms of the Plan. If the claim is wholly or
\npartially denied, the Administrator shall notify the Claimant of the Plan153s
\nAdverse Benefit Determination within a reasonable period of time, but not later
\nthan 90 days after the Administrator receives the claim, unless the
\nAdministrator determines that special circumstances require an extension of time
\nfor processing the claim.<\/p>\n

If such an extension of time for processing is required, written notice of
\nthe extension shall be furnished to the Claimant prior to the termination of the
\ninitial 90-day period. Such extension may not exceed an additional 90 days from
\nthe end of the initial 90-day period. The extension notice shall indicate the
\nspecial circumstances requiring an extension of time and the date by which the
\nAdministrator expects to render the final decision.<\/p>\n

For the purposes of this Article V.C, the period of time within which a
\nbenefit determination is required to be made shall begin at the time a claim is
\nfiled in accordance with the Plan153s filing requirements, without regard to
\nwhether all the information necessary to make a benefit determination
\naccompanies the filing.<\/p>\n

D. The Administrator shall provide the Claimant with written or electronic
\nnotification of any Adverse Benefit Determination. Any electronic notification
\nshall comply with the standards imposed by 29 CFR \u00a7 2520.104b-1(c)(i), (iii) and
\n(iv). The notification shall set forth, in a manner calculated to be understood
\nby the Claimant:<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

1.<\/p>\n<\/td>\n

<\/td>\n\n

The specific reason(s) for the Adverse Benefit Determination;<\/p>\n<\/td>\n<\/tr>\n

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

2.<\/p>\n<\/td>\n

<\/td>\n\n

Reference to the specific Plan provisions on which the determination is
\nbased;<\/p>\n<\/td>\n<\/tr>\n

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

3.<\/p>\n<\/td>\n

<\/td>\n\n

A description of any additional material or information necessary for the
\nClaimant to perfect the claim and an explanation of why such material or
\ninformation is necessary; and<\/p>\n<\/td>\n<\/tr>\n

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

4.<\/p>\n<\/td>\n

<\/td>\n\n

A description of the Plan153s appeal (review) procedures and the time limits
\napplicable to such procedures, including a statement of the Claimant153s right to
\nbring a civil action under ERISA \u00a7 502(a) following an Adverse Benefit
\nDetermination on appeal.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

E. The Claimant may appeal an Adverse Benefit Determination to the
\nAdministrator. The Administrator shall conduct a full and fair review of each
\nappealed claim and its denial. The Claimant shall have at least 60 days
\nfollowing<\/p>\n

11<\/p>\n

\n

receipt of a notification of an Adverse Benefit Determination within which to
\nappeal the determination.<\/p>\n

F. The appeal of an Adverse Benefit Determination must be made in writing. In
\nconnection with making such request, the Claimant may submit written comments,
\ndocuments, records, and other information relating to the claim for benefits.
\nUpon written request, the Claimant shall be provided, free of charge, reasonable
\naccess to, and copies of, all documents, records and other information relevant
\n(as defined in Article V.J below) to the Claimant153s claim for benefits. In
\nconsidering the appeal the Administrator shall take into account all comments,
\ndocuments, records, and other information submitted by the Claimant relating to
\nthe claim, without regard to whether such information was submitted or
\nconsidered in connection with the initial benefit determination.<\/p>\n\n\n\n\n\n\n\n
<\/td>\n\n

1.<\/p>\n<\/td>\n

<\/td>\n\n

General procedure<\/em>. The Administrator shall notify a Claimant of the
\nAdministrator153s benefit determination upon appeal within a reasonable period of
\ntime, but not later than 60 days after receipt of the Claimant153s appeal.
\nHowever, the Administrator may determine that special circumstances (such as the
\nneed to hold a hearing) require an extension of time for processing the claim.
\nIf the Administrator determines that an extension of time, not to exceed 60
\ndays, for processing is required, written notice of the extension shall be
\nfurnished to the Claimant prior to the termination of the initial 60-day period.
\nThe extension notice shall indicate the special circumstances requiring an
\nextension of time and the date by which the Administrator expects to render the
\ndetermination on appeal.<\/p>\n<\/td>\n<\/tr>\n

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

2.<\/p>\n<\/td>\n

<\/td>\n\n

Calculating time periods<\/em>. For the purposes of this Article V.F, the
\nperiod of time within which a benefit determination on appeal is required to be
\nmade shall begin at the time an appeal is filed in accordance with the Plan153s
\nappeal filing requirements, without regard to whether all the information
\nnecessary to make a benefit determination on appeal accompanies the filing. In
\nthe event that a period of time is extended as provided above for the
\ndetermination of a claim on appeal due to a Claimant153s failure to submit
\ninformation necessary to decide an appeal of an Adverse Benefit Determination,
\nthe period for making the benefit determination on appeal shall be tolled from
\nthe date on which the notification of the extension is sent to the Claimant
\nuntil the date on which the Claimant responds to the request for additional
\ninformation.<\/p>\n<\/td>\n<\/tr>\n

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

3.<\/p>\n<\/td>\n

<\/td>\n\n

Furnishing documents<\/em>. In the case of an Adverse Benefit
\nDetermination on appeal, the Administrator shall provide such<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

12<\/p>\n

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

access to, and copies of, documents, records, and other information described
\nin subsections G(3) and (4) below as is appropriate.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

G. The Administrator shall provide a Claimant with written or electronic
\nnotification of the benefit determination on appeal. Any electronic notification
\nshall comply with the standards imposed by 29 CFR \u00a7 2520.104b-1(c)(i), (iii) and
\n(iv). In the case of an Adverse Benefit Determination on appeal, the
\nnotification shall set forth, in a manner calculated to be understood by the
\nClaimant:<\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

1.<\/p>\n<\/td>\n

<\/td>\n\n

The specific reason(s) for the Adverse Benefit Determination;<\/p>\n<\/td>\n<\/tr>\n

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

2.<\/p>\n<\/td>\n

<\/td>\n\n

Reference to the specific Plan provisions on which the benefit determination
\nis based;<\/p>\n<\/td>\n<\/tr>\n

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

3.<\/p>\n<\/td>\n

<\/td>\n\n

A statement that the Claimant is entitled to receive, upon request and free
\nof charge, reasonable access to, and copies of, all documents, records, and
\nother information relevant (as defined in Article V.J below) to the Claimant153s
\nclaim for benefits; and<\/p>\n<\/td>\n<\/tr>\n

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

4.<\/p>\n<\/td>\n

<\/td>\n\n

A statement of the Claimant153s right to bring a civil action under ERISA \u00a7
\n502(a).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

H. A Claimant must exhaust his or her rights to file a claim and to appeal an
\nAdverse Benefit Determination before bringing any civil action to recover
\nbenefits due to him under the terms of the Plan, to enforce his or her rights
\nunder the terms of the Plan, or to clarify his or her rights to future benefits
\nunder the terms of the Plan.<\/p>\n

I. Benefit claim determinations and decisions on appeals shall be made in
\naccordance with governing Plan documents. The Plan153s provisions shall be applied
\nconsistently with respect to similarly situated claimants. The Administrator
\nshall maintain complete records of its proceedings in deciding claims and
\nappeals. The Administrator shall maintain its records in a manner that permits
\nit to refer, and it shall so refer, to prior decisions to ensure that the Plan153s
\nprovisions are applied consistently with respect to similarly situated
\nclaimants.<\/p>\n

J. For the purposes of this Claims and Appeal Procedure, a document, record,
\nor other information shall be considered “relevant” to a Claimant153s claim if
\nsuch document, record, or other information (i) was relied upon in making the
\nbenefit determination; (ii) was submitted, considered, or generated in the
\ncourse of making the benefit determination, without regard to whether such
\ndocument, record, or other information was relied upon in making the benefit
\ndetermination;<\/p>\n

13<\/p>\n

\n

or (iii) demonstrates compliance with the administrative processes and
\nsafeguards required pursuant to Article V.I above in making the benefit
\ndetermination.<\/p>\n

ARTICLE VI<\/strong>
\nMiscellaneous<\/strong><\/p>\n

A. Benefits Unfunded.<\/u><\/p>\n

This Plan shall at all times be entirely unfunded and no provision shall at
\nany time be made with respect to segregating assets, accounts or funds of the
\nCompany for payment of any benefits under this Plan. No Senior Officer shall
\nhave any interest in any particular asset, account or fund of the Company by
\nreason of the right to receive benefits under this Plan and any such Senior
\nOfficer shall have only the rights of a general unsecured creditor of the
\nCompany with respect to any rights under this Plan. This Plan constitutes an
\nunfunded compensation arrangement for members of a select group of the Company153s
\nmanagement, and any exemptions under ERISA, as applicable to such arrangement,
\nshall be applicable to the Plan.<\/p>\n

B. Exclusion of Payments from Plan Compensation<\/u>.<\/p>\n

No payments or benefits provided under this Plan shall be considered
\ncompensation or earnings under any pension, savings or retirement plan sponsored
\nby the Company, and shall not be eligible for any matching contribution,
\ndeferral or the like provided by any benefit plan sponsored by the Company.<\/p>\n

C. Non-Exclusivity of Rights<\/u>.<\/p>\n

This Plan shall not prevent or limit the right of a Senior Officer to receive
\nany base salary, pension or welfare benefit, bonus or other payment provided by
\nthe Company to the Senior Officer, except for such rights as the Senior Officer
\nmay have specifically waived in writing or as otherwise expressly set forth in
\nthis Plan. Amounts that are vested benefits or which the Senior Officer is
\notherwise entitled to receive under any other employee benefit plan or program
\nprovided by the Company shall be payable in accordance with the terms of such
\nplan or program. Any award that becomes vested in connection with a Change in
\nControl that occurs prior to a Qualifying Termination shall be payable in
\naccordance with the written agreement pursuant to which such award was granted.\n<\/p>\n

D. Taxation.<\/u><\/p>\n

All benefits provided under this Plan shall be subject to applicable federal,
\nstate and local payroll and withholding taxes. The Company shall have the right
\nto make such provisions as it deems necessary or appropriate to satisfy any
\nobligations it may have<\/p>\n

14<\/p>\n

\n

to withhold federal, state or local income or other taxes incurred by reason
\nof payments pursuant to this Plan.<\/p>\n

E. Non-Alienation.<\/u><\/p>\n

No interest of the Senior Officer, or right to receive any payment under this
\nPlan, shall be subject in any manner to sale, transfer, assignment, pledge,
\nattachment, garnishment, or other alienation or encumbrance of any kind, nor may
\nsuch interest or right be taken, voluntarily or involuntarily, for the
\nsatisfaction of the obligations or debts of, or other claims against, the Senior
\nOfficer or the Senior Officer153s spouse or beneficiary, including claims for
\nalimony, support, separate maintenance, and claims in bankruptcy proceedings.\n<\/p>\n

F. No Employment Contract.<\/u><\/p>\n

Nothing contained in this Plan shall confer upon any Senior Officer the right
\nto be retained in the service of the Company nor limit the right of the Company
\nto discharge or otherwise discipline any Senior Officer or modify the terms and
\nconditions of his or her employment.<\/p>\n

G. Successors.<\/u><\/p>\n

For purposes of this Plan, the “Company” shall include any and all successors
\nand assignees, whether direct or indirect, by purchase, merger, consolidation or
\notherwise, to all or substantially all of the business or assets of the Company
\nand such successors and assignees shall perform the Company153s obligations under
\nthis Plan, in the same manner and to the same extent that the Company would be
\nrequired to perform if no such succession or assignment had taken place.<\/p>\n

H. Severability.<\/u><\/p>\n

In the event any provision of this Plan is held illegal or invalid, the
\nremaining provisions of this Plan shall not be affected thereby, unless such
\ndetermination shall render impossible or impracticable the functioning of this
\nPlan and in such case, an appropriate provision or provisions shall be adopted,
\nin the discretion of the Administrator, so that this Plan may continue to
\nfunction properly.<\/p>\n

15<\/p>\n

\n

I. Modification or Rescission of Plan<\/u>.<\/p>\n

The Company reserves the right to amend or terminate, in whole or in part,
\nany or all of the provisions of the Plan at any time. Any such amendment shall
\nbe effective only if contained in a written instrument adopted by resolution of
\nthe Administrator or the Board. Notwithstanding anything in this Plan to the
\ncontrary, if the Company becomes obligated to make any payment to any Senior
\nOfficer hereunder, then this Plan shall remain in effect for such purposes until
\nall of the Company153s obligations to such Senior Officer hereunder shall be
\nfulfilled.<\/p>\n

Notwithstanding anything in this Plan to the contrary, if there is a Change
\nin Control, then for a period of two (2) years following the Change in Control,
\nthis Plan may not be modified or rescinded in any way that adversely affects the
\nrights of persons who are eligible Senior Officers on the day before the Change
\nin Control.<\/p>\n

J. Entire Agreement.<\/u><\/p>\n

Except as specified herein, and in any management continuity agreement or
\nchange-in-control agreement, this Plan sets forth the entire obligations of the
\nCompany with respect to the subject matter hereof and supersedes all existing
\nseverance plans, agreements and understandings (whether oral or written) between
\nthe Company and Senior Officers with respect to the subject matter herein.<\/p>\n

K. Applicable Law.<\/u><\/p>\n

This Plan shall be governed by, and construed and enforced in accordance
\nwith, the Employee Retirement Income Security Act of 1974 or, if not preempted,
\nthe substantive laws of the State of North Carolina (without giving effect to
\nchoice-of-law provisions).<\/p>\n

16<\/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-40442","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\/40442","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=40442"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40442"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40442"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40442"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}