\nARTICLE 1 CONTINUATION OF EMPLOYMENT……………………………………………….. 2<\/p>\n Section 1.01 Continuation of Employment……………………………………….. 2<\/p>\n
ARTICLE 2 COLLECTIVE BARGAINING……………………………………………………. 2<\/p>\n
Section 2.01 Collective Bargaining Agreements and Compliance
\n with Local Customs and Law……………………………………….. 2<\/p>\n
ARTICLE 3 BENEFIT PLANS…………………………………………………………… 2<\/p>\n
Section 3.01 Defined Benefit Pension Plans…………………………………….. 2<\/p>\n
Section 3.02 Defined Contribution Plans……………………………………….. 3<\/p>\n
Section 3.03 Health and Welfare Plans…………………………………………. 4<\/p>\n
Section 3.04 Retiree Medical and Life Insurance Coverage………………………… 4<\/p>\n
Section 3.05 Certain Non-qualified Benefit Plans……………………………….. 5<\/p>\n
ARTICLE 4 EXECUTIVE COMPENSATION…………………………………………………… 5<\/p>\n
Section 4.01 Executive Compensation…………………………………………… 5<\/p>\n
ARTICLE 5 EMPLOYEE CLAIMS…………………………………………………………. 6<\/p>\n
Section 5.01 Claims of Employees……………………………………………… 6<\/p>\n
ARTICLE 6 GENERAL………………………………………………………………… 7<\/p>\n
Section 6.01 Notices………………………………………………………… 7<\/p>\n
Section 6.02 Interpretation………………………………………………….. 8<\/p>\n
Section 6.03 Amendments; No Waivers…………………………………………… 8<\/p>\n
Section 6.04 Nonexclusive Remedies……………………………………………. 8<\/p>\n
Section 6.05 Successors and Assigns…………………………………………… 9<\/p>\n
Section 6.06 Third-Party Beneficiaries………………………………………… 9<\/p>\n
Section 6.07 Governing Law…………………………………………………… 9<\/p>\n
Section 6.08 Counterparts; Effectiveness………………………………………. 9<\/p>\n
Section 6.09 Entire Agreement………………………………………………… 9<\/p>\n
Section 6.10 Severability……………………………………………………. 9<\/p>\n
Section 6.11 Termination…………………………………………………….. 9<\/p>\n
Section 6.12 Survival……………………………………………………….. 10
\n<\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n
EMPLOYEE MATTERS AGREEMENT<\/p>\n
Employee Matters Agreement, dated as of May 31, 2002 (this
\n“AGREEMENT”) by and between Goodrich Corporation, a New York corporation, with
\nits principal corporate offices located in Charlotte, North Carolina
\n(“GOODRICH”), and EnPro Industries, Inc., a North Carolina corporation, with
\nits principal corporate offices located in Charlotte, North Carolina. For
\npurposes of this Agreement, the term “ENPRO” shall refer to EnPro Industries,
\nInc. and all the subsidiaries of EnPro Industries, Inc. on or after the
\nDistribution Date (as defined below) including Coltec Industries Inc (“COLTEC”)
\nand its direct and indirect subsidiaries.<\/p>\n
RECITALS<\/p>\n
A. The Board of Directors of Goodrich has determined that it is
\nin the best interests of Goodrich and its shareholders to separate Goodrich’s
\nengineered industrial products business from its other existing businesses.<\/p>\n
B. The Board of Directors of Goodrich, after consultation with
\nGoodrich’s management and financial and legal advisors, has determined that it
\nis appropriate and in the best interests of Goodrich and the Goodrich
\nShareholders to divest Goodrich’s indirect ownership interest in the EnPro
\nBusiness, through a pro rata distribution of all of the EnPro Common Stock to
\nthe Goodrich Shareholders pursuant to the terms and subject to the conditions
\nof this Agreement (the “DISTRIBUTION”). The date of such distribution, for
\npurposes of this Agreement, shall be referred to as the “DISTRIBUTION DATE”.<\/p>\n
C. Goodrich and EnPro are entering into a Distribution Agreement
\n(the “DISTRIBUTION AGREEMENT”) and other Ancillary Agreements (as defined in
\nthe Distribution Agreement), including this Agreement, that set forth the
\nmatters relating to the relationship and the respective rights and obligations
\nof Goodrich and EnPro to one another following the Distribution.<\/p>\n
D. In connection with the Distribution, Goodrich and EnPro have
\nagreed to enter into this Agreement for the purpose of allocating
\nresponsibilities, liabilities and assets associated with employee compensation,
\nemployee benefits and other employment-related matters.<\/p>\n
AGREEMENT<\/p>\n
NOW, THEREFORE, in consideration of the foregoing, the mutual
\ncovenants and undertakings contained in this Agreement, and other good and
\nvaluable consideration, the receipt and sufficiency of which are hereby
\nacknowledged, Goodrich and EnPro hereby agree as follows:<\/p>\n
ARTICLE 1<\/p>\n
CONTINUATION OF EMPLOYMENT<\/p>\n
Section 1.01 Continuation of Employment. For purposes of this
\nAgreement, the term “EIP EMPLOYEES” refers to employees within the Engineered
\nIndustrial Products Segment of Goodrich who will become or continue to be
\nemployees of EnPro or U.S. subsidiaries of EnPro following the Distribution
\nDate as well as those Goodrich corporate employees who have been designated as
\nEnPro employees. EnPro shall not be obligated under this Agreement to continue
\nthe employment of any EIP Employee after the Distribution Date. EIP Employees
\non long-term disability (“LTD”) on the Distribution Date shall not become
\nemployees of EnPro unless such employee is covered under the plan known as the
\n“Long Term Disability Benefit Plan for Eligible Employees of Garlock Inc” (the
\n“GARLOCK LTD PLAN”). Any employee receiving benefits under the Garlock LTD Plan
\nshall remain an employee of Garlock Sealing Technologies LLC or a subsidiary
\nthereof. With respect to any employee or retiree of any foreign subsidiary of
\nEnPro, the compensation and benefits payable to such employee or retiree shall
\ncontinue to be the responsibility of such foreign subsidiary.<\/p>\n
ARTICLE 2<\/p>\n
COLLECTIVE BARGAINING<\/p>\n
Section 2.01 Collective Bargaining Agreements and Compliance with
\nLocal Customs and Law. Effective as of the Distribution Date, EnPro or its
\nsubsidiaries shall assume each collective bargaining agreement that relates to
\nany EIP Employees and shall assume all liabilities, responsibilities and
\nobligations, including the obligation to negotiate in good faith with respect
\nto such collective bargaining agreements. EnPro shall continue to observe any
\nforeign national master agreements applicable to any EIP Employees. EnPro shall
\ncomply with local customs and legislation relating to employment including
\nstaff councils, where required.<\/p>\n
ARTICLE 3<\/p>\n
BENEFIT PLANS<\/p>\n
Section 3.01 Defined Benefit Pension Plans.<\/p>\n
(a) Neither EnPro nor any of its subsidiaries shall
\nbecome sponsoring employers of the following plans which are sponsored by
\nGoodrich:<\/p>\n
(i) Goodrich Corporation Employees’ Pension
\n Plan (the “GOODRICH PLAN”); and<\/p>\n
(ii) Goodrich Corporation Wage Employees’
\n Pension Plan.<\/p>\n
2<\/p>\n
(b) Neither Goodrich nor any of its subsidiaries shall
\nbecome sponsoring employers of the following plans which are sponsored by
\nColtec or Garlock Sealing Technologies LLC (the “COLTEC PLANS”):<\/p>\n
(i) Retirement Program for Employees of Coltec
\n Industries Inc and Affiliated Companies (the “COLTEC PENSION PLAN”);<\/p>\n
(ii) Quincy Division Unit Pension Plan; and<\/p>\n
(iii) Pension Plan for Hourly Employees of the
\n Garlock Sealing Technologies Division (Palmyra, New York) of Garlock
\n Inc.<\/p>\n
(c) With respect to any EIP Employee who is a
\nparticipant in the Goodrich Plan, the Distribution Date shall constitute a
\ntermination of employment for purposes of such plan; provided, however, that
\nall such employees shall be deemed vested under such plan on the Distribution
\nDate. The Coltec Pension Plan shall be amended to provide that EIP Employees
\nwho are participants in the Goodrich Plan and who do not elect to commence the
\npayment of pension benefits under the Goodrich Plan prior to or on the
\nDistribution Date shall receive credit (for purposes of vesting and benefit
\ndetermination) for all service and earnings accrued under the Goodrich Plan;
\nprovided, however, that the amount payable under the Coltec Plan shall be
\noffset by any amount payable from the Goodrich Plan. The Coltec Pension Plan
\nshall be further amended to provide that EIP Employees who are participants in
\nthe Goodrich Plan who elect to commence payment of pension benefits under the
\nGoodrich Plan on or prior to the Distribution Date shall receive credit for
\nservice accrued under the Goodrich Plan for vesting purposes, but shall receive
\nno such credit for benefit determination purposes and such participant’s
\nbenefit under the Coltec Pension Plan shall not be offset by benefits paid
\nunder the Goodrich Plan.<\/p>\n
(d) In December 2001, all liabilities and associated
\nassets relating to current retirees within the Coltec Pension Plan, active
\nemployees who will be employed by Goodrich or a subsidiary of Goodrich after
\nthe Distribution Date, and former employees who were vested in the Coltec
\nPension Plan were transferred from the Coltec Pension Plan to the Goodrich
\nPlan. Goodrich shall cause one or more transfers of liabilities and assets
\nbetween the Goodrich Plan and the Coltec Pension Plan to reflect changes in the
\nemployment status of EIP Employees or other employees that participate in these
\nplans that occur between November 2001 and the Distribution Date. Any transfer
\nof assets pursuant to this true-up process shall reflect the termination value
\nof the liabilities; provided, however that such transfer shall comply with
\nSection 414 of the Internal Revenue Code.<\/p>\n
Section 3.02 Defined Contribution Plans.<\/p>\n
(a) Neither EnPro nor any of its subsidiaries shall
\nbecome sponsoring employers of the following plans which are sponsored by
\nGoodrich (the “GOODRICH 401(K) PLANS”):<\/p>\n
(i) Goodrich Corporation Employees’ Savings
\n Plan;<\/p>\n
3<\/p>\n
(ii) Goodrich Corporation Wage Employees’
\n Savings Plan; and<\/p>\n
(iii) Goodrich Corporation Savings Plan for Rohr
\n Employees.<\/p>\n
(b) Neither Goodrich nor any of its subsidiaries shall
\n become sponsoring employers of the following plans which are sponsored
\n by Coltec (the “COLTEC DC PLANS”):<\/p>\n
(i) Coltec Industries Inc Retirement Savings
\n Plan; and<\/p>\n
(ii) Coltec Industries Inc Retirement
\n Accumulation Plan.<\/p>\n
(c) Goodrich shall not have any responsibilities or
\nobligations with respect to the Coltec DC Plans after the Distribution Date.
\nAny participant in the Coltec DC Plans who will not become an EIP Employee
\nshall have their balance transferred to one of the Goodrich 401(k) Plans,
\ndepending on their employment status.<\/p>\n
(d) With respect to any EIP Employee who is a
\nparticipant in a Goodrich 401(k) Plan, the Distribution Date shall constitute a
\ntermination of employment for purposes of such plan and any affected employee
\nshall have the right to take any action authorized by the plan in the event of
\na termination of employment, including the right to rollover the account
\nbalance to the Coltec DC Plans.<\/p>\n
Section 3.03 Health and Welfare Plans. EnPro shall not assume any
\nemployee health and welfare benefit plans of Goodrich but, instead, shall enter
\ninto contracts with third party benefit providers to maintain medical, dental,
\nlife insurance, long-term disability insurance and flexible spending account
\nbenefits through 2002 that are substantially the same as benefits available to
\nEIP Employees immediately prior to the Distribution Date. EIP Employees shall
\ncease participation in the health and welfare benefit plans of Goodrich as of
\nthe Distribution Date and shall commence participation in the health and
\nwelfare benefit plans provided by EnPro. Health and welfare benefit plan claims
\nincurred by EIP Employees prior to the Distribution Date shall continue to be
\nprocessed and paid under the Goodrich health and welfare plans. EnPro shall
\nreimburse Goodrich for Goodrich’s out-of-pocket expenses from any health and
\nwelfare claim of an EIP Employee incurred prior to the Distribution Date but
\npaid by Goodrich after the Distribution Date; provided, however, that Goodrich
\nshall continue to pay such claims in the ordinary course prior to the
\nDistribution Date. For health and welfare claims incurred before the
\nDistribution Date, EnPro shall be entitled to the benefit of any third party
\n(i.e. non-captive) insurance coverage maintained by Goodrich in respect of such
\nclaims.<\/p>\n
Section 3.04 Retiree Medical and Life Insurance Coverage.
\nFollowing the Distribution Date, EnPro or the responsible subsidiary of EnPro,
\nas the case may be, shall provide retiree medical or life insurance coverage to
\n(i) any active, retired or terminated employee participating in the Quincy
\nDivision Unit Pension Plan or the Pension Plan for Hourly Employees of the
\nGarlock Sealing Technologies Division (Palmyra, New York) of Garlock Inc who is
\ncurrently or who later becomes entitled to such coverage, (ii) any EIP Employee
\nwho retires after the Distribution Date who is currently or who later becomes
\nentitled to such coverage, and (iii) any person who is<\/p>\n
4<\/p>\n
currently or who later becomes entitled to such coverage who was an employee of
\na Discontinued Operation, as defined below. Goodrich shall continue to provide
\nretiree medical and life insurance coverage for all other retirees entitled to
\nsuch coverage on the Distribution Date. For purposes of this Agreement, the
\nterm “DISCONTINUED OPERATION” refers to any business owned directly or
\nindirectly by Coltec or its predecessors which ceased operating or was divested
\nprior to July 1999, including, but not limited to, Crucible Inc., Colt Firearms
\nDivision of Colt Industries Inc, Holley Automotive Inc, Holley Performance
\nProducts Inc, Farnam Sealing Systems, Inc, Lubrikup Company, Precision Seal
\nCorporation, and the Valves and Industrial Plastics Division of Coltec
\nIndustrial Products, Inc. This Section 3.04 is not intended to create any
\nobligation to provide benefits to any retiree, but rather, is intended merely
\nto allocate such obligations to the extent they may already exist.<\/p>\n
Section 3.05 Certain Non-qualified Benefit Plans. Goodrich shall
\namend its Savings Benefit Restoration Plan (“SBRP”) and the Coltec Industries
\nInc Benefits Equalization Plan (“BEP”) (which will be sponsored by a subsidiary
\nof Goodrich after the Distribution Date) to permit EIP Employees to remain
\nparticipants in such plans after the termination of employment with Goodrich or
\na subsidiary of Goodrich. The accrued benefit in any non-qualified plan shall
\nremain frozen except to the extent such benefit may change as a result of
\ninvestment earnings pursuant to the terms of the plan after the Distribution
\nDate. The amendment shall provide that participation shall cease upon the
\nemployee’s termination of employment from EnPro. Goodrich shall provide EnPro
\nwith a list of EIP Employees who are participants in the SBRP or the BEP. EnPro
\nshall notify Goodrich in the event any EIP Employee who is a participant in the
\nSBRP or the BEP ceases to be employed with EnPro.<\/p>\n
ARTICLE 4<\/p>\n
EXECUTIVE COMPENSATION<\/p>\n
Section 4.01 Executive Compensation.<\/p>\n
(a) EnPro shall be solely responsible for any cash
\nincentive compensation program that measures the performance of EnPro for the
\nentire year of 2002 as though EnPro were an independent company for that time.
\nEIP Employees shall not be entitled to any Management Incentive Plan or Senior
\nManagement Incentive Plan payment from Goodrich for the year 2002.<\/p>\n
(b) For purposes of the Goodrich Stock Option Plan, the
\nDistribution Date shall result in the termination of employment for EIP
\nEmployees who are participants in such plan. As a result, all unvested options
\nshall be forfeited and the period for exercising vested options shall expire 90
\ndays after the Distribution Date. Options held by EIP Employees who are
\neligible to retire as of the Distribution Date will be treated as though such
\nemployee retired as of the Distribution Date.<\/p>\n
5<\/p>\n
(c) For purposes of the Goodrich Long-term Incentive
\nCompensation (“LTIP”) program, EIP Employees who are participants in that
\nprogram will be entitled to a portion of the actual payout, when the applicable
\nperformance period ends, pro-rated to reflect the period of time through the
\nDistribution Date; provided, however, that an EIP Employee must continue to be
\nemployed with EnPro or a subsidiary of EnPro on the last day of the applicable
\nperformance period to be entitled to a LTIP payout pursuant to this paragraph.<\/p>\n
(d) Any Management Continuity Agreements with EIP
\nEmployees will be terminated as of the Distribution Date.<\/p>\n
(e) EnPro shall be responsible for any retention
\npayments payable to EIP Employees after the Distribution Date pursuant to any
\nretention agreements regardless of when such agreements were entered into.
\nGoodrich shall provide EnPro with cash (in excess of the cash to be provided to
\nEnPro for general working capital at the Distribution Date) in an amount
\nsufficient to pay the retention payments which become payable upon the
\nDistribution Date.<\/p>\n
(f) EIP Employees who owned restricted shares of
\nGoodrich common stock shall have the Restricted Share Agreements to which they
\nare a party amended to provide that the restrictions regarding transfer shall
\nnot cause a forfeiture of such shares on the Distribution Date, but instead
\nshall cause a forfeiture upon termination of employment with EnPro. Goodrich
\nshall provide EnPro with a list of EIP Employees who hold restricted shares.
\nEnPro shall notify Goodrich in the event any EIP Employee who holds restricted
\nshares ceases to be employed with EnPro.<\/p>\n
ARTICLE 5<\/p>\n
EMPLOYEE CLAIMS<\/p>\n
Section 5.01 Claims of Employees. For purposes of this Agreement,
\nthe term “EMPLOYMENT-RELATED CLAIM” shall refer to any liability or claim
\nrelating to the employment, or the termination of employment, of any current or
\nformer employee of EnPro or its direct or indirect subsidiaries, including
\nColtec and its predecessors, which claims shall include, but not be limited to,
\nclaims alleging wrongful termination, unlawful discrimination, breach of
\nemployment contract, workers’ injury claims covered by various workers’
\ncompensation laws, violations of various employee health and safety
\nrequirements and severance expenses. EnPro, or the responsible subsidiary of
\nEnPro, shall bear sole responsibility for any uninsured Employment-related
\nClaim not paid or liquidated as of the Distribution Date incurred either
\nbefore, on or after the Distribution Date, except for Employment-related Claims
\nrelated to employees of businesses and subsidiaries that are transferred to
\nGoodrich as part of the dividend of Coltec’s aerospace business for which
\nGoodrich, or the responsible subsidiary of Goodrich, shall bear sole
\nresponsibility. Goodrich shall remain responsible for all Employment-related
\nClaims incurred prior to the Distribution Date that are insured by third
\nparties. EnPro shall reimburse Goodrich for Goodrich’s out-of-pocket expenses
\n(including legal and<\/p>\n
6<\/p>\n
administrative costs) from Employment-related Claims incurred prior to the
\nDistribution Date but paid by Goodrich after the Distribution Date; provided,
\nhowever, that Goodrich shall continue to pay uninsured liabilities and claims
\nin the ordinary course prior to the Distribution Date. Goodrich shall reimburse
\nEnPro for EnPro’s out-of-pocket expenses (including legal and administrative
\ncosts) paid by EnPro on or after the Distribution Date from Employment-related
\nClaims related to employees of businesses and subsidiaries that are transferred
\nto Goodrich as part of the dividend of Coltec’s aerospace business.<\/p>\n
ARTICLE 6<\/p>\n
GENERAL<\/p>\n
Section 6.01 Notices. All notices, requests, consents and other
\ncommunications hereunder must be in writing and will be deemed to have been
\nduly given (a) when received if personally delivered or sent by facsimile, (b)
\none business day after being sent by nationally recognized overnight delivery
\nservice, or (c) five business days after being sent by nationally registered or
\ncertified mail, return receipt requested, postage prepaid, and in each case
\naddressed as follows (any party by written notice to the other party in the
\nmanner prescribed by this section may change the address or the persons to whom
\nnotices thereof shall be directed):<\/p>\n
To Goodrich at:<\/p>\n
Goodrich Corporation
\n Four Coliseum Centre
\n 2730 West Tyvola Road
\n Charlotte, North Carolina 28217
\n Fax: (704) 423-7011
\n Attention: General Counsel<\/p>\n
with a copy to:<\/p>\n
Jones, Day, Reavis & Pogue
\n North Point
\n 901 Lakeside Avenue
\n Cleveland, Ohio 44114
\n Fax: (216) 579-0212
\n Attention: David P. Porter, Esq.<\/p>\n
To EnPro at:<\/p>\n
EnPro Industries, Inc.
\n 5605 Carnegie Boulevard, Suite 500
\n Charlotte, North Carolina 28209-4674
\n Fax: (704) 731-1531
\n Attention: General Counsel<\/p>\n
7<\/p>\n
with a copy to:<\/p>\n
Robinson, Bradshaw & Hinson P.A.
\n 101 North Tryon Street, Suite 1900
\n Charlotte, North Carolina 28246-1900
\n Fax: (704) 378-4000
\n Attention: Stephen M. Lynch, Esq.<\/p>\n
Section 6.02 Interpretation. The headings contained in this
\nAgreement are solely for convenience of reference and shall not be given any
\neffect in the construction or interpretation of this Agreement. Whenever the
\nword “including” is used in this Agreement, it shall be deemed to be followed
\nby the words “without limitation.” Whenever a reference is made in this
\nAgreement to a “party” or “parties,” such reference shall be to a party or
\nparties to this Agreement unless otherwise indicated. The use of any gender
\nherein shall be deemed to be or include the other genders and the use of the
\nsingular herein shall be deemed to include the plural (and vice versa),
\nwherever appropriate. Whenever a reference is made in this Agreement to an
\nArticle or Section, such reference shall be to an Article or Section of this
\nAgreement unless otherwise indicated. The use of the words “hereof” and
\n“herein” and words of similar import shall refer to this entire Agreement and
\nnot to any particular section, subsection, clause, paragraph or other
\nsubdivision of this Agreement, unless the context clearly indicates otherwise.
\nEach party stipulates and agrees that the rule of construction to the effect
\nthat any ambiguities are to be resolved against the drafting party shall not be
\nemployed in the interpretation of this Agreement to favor any party against the
\nother, and that no party, including any drafting party, shall have the benefit
\nof any legal presumption (including “meaning of the authors”) or the detriment
\nof any burden of proof by reason of any ambiguity or uncertain meaning
\ncontained in this Agreement.<\/p>\n
Section 6.03 Amendments; No Waivers.<\/p>\n
(a) Any provision of this Agreement may be amended or
\nwaived if, and only if, such amendment or waiver is in writing and signed, in
\nthe case of an amendment, by each party, or in the case of a waiver, by the
\nparty against whom the waiver is to be effective.<\/p>\n
(b) No failure or delay by any party in exercising any
\nright, power or privilege hereunder shall operate as a waiver thereof nor shall
\nany single or partial exercise thereof preclude any other or further exercise
\nthereof or the exercise of any other right, power or privilege.<\/p>\n
Section 6.04 Nonexclusive Remedies. The rights and remedies herein
\nprovided shall be cumulative and not exclusive of any rights or remedies
\nprovided by law.<\/p>\n
8<\/p>\n
Section 6.05 Successors and Assigns. The provisions of this
\nAgreement shall be binding upon and inure to the benefit of the parties hereto
\nand their respective successors and assigns; provided that neither party may
\nassign, delegate or otherwise transfer any of its rights or obligations under
\nthis Agreement without the prior written consent of the other party, which
\nconsent shall not be unreasonably withheld.<\/p>\n
Section 6.06 Third-Party Beneficiaries. Nothing contained in this
\nAgreement is intended to nor shall it confer upon any Person or entity, other
\nthan the parties hereto and their respective subsidiaries, successors and
\npermitted assigns, any benefit, right or remedies under or by reason of this
\nAgreement.<\/p>\n
Section 6.07 Governing Law. This Agreement shall be construed in
\naccordance with and governed by the law of the State of New York, without
\nregard to the conflict of laws principles thereof.<\/p>\n
Section 6.08 Counterparts; Effectiveness. This Agreement may be
\nsigned in any number of counterparts, each of which shall be an original, with
\nthe same effect as if the signatures thereto and hereto were upon the same
\ninstrument.<\/p>\n
Section 6.09 Entire Agreement. This Agreement, the Ancillary
\nAgreements and the Distribution Agreement constitute the entire understanding
\nof the parties with respect to the subject matter hereof and thereof and
\nsupersede all prior agreements, understandings and negotiations, both written
\nand oral, between the parties with respect to the subject matter hereof and
\nthereof. No representation, inducement, promise, understanding, condition or
\nwarranty not set forth herein or in the Ancillary Agreements and the
\nDistribution Agreement has been made or relied upon by any party. This
\nAgreement is not intended to address, and should not be interpreted to address,
\nthe matters specifically and expressly covered by the Distribution Agreement or
\nan Ancillary Agreement.<\/p>\n
Section 6.10 Severability. If any one or more of the provisions
\ncontained in this Agreement should be declared invalid, illegal or
\nunenforceable in any respect, the validity, legality and enforceability of the
\nremaining provisions contained in this Agreement shall not in any way be
\naffected or impaired thereby so long as the economic or legal substance of the
\ntransactions contemplated hereby is not affected in any manner materially
\nadverse to any party. Upon such a declaration, the parties shall modify this
\nAgreement so as to effect the original intent of the parties as closely as
\npossible in an acceptable manner so that the transactions contemplated hereby
\nare consummated as originally contemplated to the fullest extent possible.<\/p>\n
Section 6.11 Termination. This Agreement may be terminated and the
\nDistribution abandoned at any time prior to the Distribution and in the sole
\ndiscretion of the Goodrich Board of Directors without the approval of EnPro or
\nof Goodrich’s shareholders. In the event of such termination, no party shall
\nhave any liability of any kind to any other party on account of such
\ntermination.<\/p>\n
9<\/p>\n
Section 6.12 Survival. All covenants and agreements of the parties
\ncontained in this Agreement shall survive the Distribution Date.<\/p>\n
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]<\/p>\n
10<\/p>\n
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
\nbe duly executed by their respective authorized officers as of the date first
\nabove written.<\/p>\n
GOODRICH CORPORATION<\/p>\n
By: \/s\/ Kenneth L. Wagner
\n —————————————–
\n Name: Kenneth L. Wagner
\n Title: Assistant Secretary<\/p>\n
ENPRO INDUSTRIES, INC.<\/p>\n
By: \/s\/ Richard L. Magee
\n —————————————–
\n Name: Richard L. Magee
\n Title: Senior Vice President, Secretary
\n and General Counsel<\/p>\n
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