Ex-10.9



 


Exhibit 10.9


ENPRO INDUSTRIES, INC.

DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

(as amended and restated effective March 1, 2004)



     1.     INTRODUCTION. EnPro Industries, Inc. (the “Company”) maintains the
EnPro Industries, Inc. Deferred Compensation Plan for Non-Employee Directors
(the “Plan”). This document constitutes an amendment and restatement of the
Plan effective March 1, 2004. It is the intent of the Company that amounts
deferred under the Plan by a Non-Employee Director shall not be taxable to the
Non-Employee Director for income tax purposes until the time they are actually
received by the Non-Employee Director. The provisions of the Plan shall be
construed and interpreted to give effect to this intent.


     2.     DEFINITIONS.


     “Accounts” of a Participant mean collectively the Participant’s Cash
Account and Stock Account.


     “Board” means the members of the Board of Directors of the Company.


     “Cash Account” means the account maintained in dollars on the books of the
Company to record a Participant’s interest under the Plan attributable to any
amounts deferred by the Participant into the Cash Account pursuant to Section
6(b) below, as adjusted from time to time pursuant to the terms of the Plan.


     “Common Stock” means the common stock of the Company.


     “Company” is defined in Section 1 as EnPro Industries, Inc. and
includes any successor thereto.


     “Fair Market Value” of a share of Common Stock shall be the mean of the
high and low prices of Common Stock on the relevant date (as of 4:00 P.M.
Eastern Standard Time) as reported on the New York Stock Exchange — Composite
Transactions listing (or similar report), or, if no sale was made on such date,
then on the next preceding day on which such a sale was made.


     “Meeting Fees” means the fees a Non-Employee Director receives for
attending meetings of the Board and any committee of the Board, as well as any
fee a Non-Employee Director receives for serving as chairman of any committee
of the Board.


     “Non-Employee Directors” means members of the Board who are not employees
of the Company or any affiliate of the Company.


     “Participant” means any Non-Employee Director who makes an election to
participate in the Plan in accordance with Section 5. Participant shall also
include any former Non-Employee Director who continues to have an Account
maintained under the Plan.


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     “Plan” is defined in Section 1 as this plan: the EnPro Industries, Inc.
Deferred Compensation Plan for Non-Employee Directors, as the same may be
amended from time to time.


     “Plan Administrator” means a committee consisting of the Chief Executive
Officer of the Company and two other officers of the Company selected by him.


     “Plan Year” means a calendar year, provided that the first Plan Year shall
commence on the effective date of the Plan and end on December 31, 2002.


     "Retainer” means the cash portion of the annual retainer paid by the
Company to a Non-Employee Director, and does not include the portion of the
annual retainer (if any) paid in the form of “Performance Shares.”


     “Stock Account” means the account maintained in Stock Units on the books
of the Company to record a Participant’s interest under the Plan attributable
to any amounts deferred by the Participant into the Stock Account pursuant to
Section 6(b) below, as adjusted from time to time pursuant to the terms of the
Plan.


     “Stock Unit” means a unit having a value as of a given date equal to the
Fair Market Value of one (1) share of Common Stock on such date.


     3.     ADMINISTRATION. The Plan shall be administered by the Plan
Administrator. In that regard, the Plan Administrator shall be empowered to
interpret the provisions of the Plan and to perform and exercise all of the
duties and powers granted to it under the terms of the Plan. The Plan
Administrator may adopt such rules and regulations for the administration of
the Plan as are consistent with the terms hereof and shall keep adequate
records of its proceedings and acts. All interpretations and decisions made
(both as to law and fact) and other action taken by the Plan Administrator with
respect to the Plan shall be conclusive and binding upon all parties having or
claiming to have an interest under the Plan. Not in limitation of the
foregoing, the Plan Administrator shall have the discretion to decide any
factual or interpretative issues that may arise in connection with its
administration of the Plan (including without limitation any determination as
to claims for benefits hereunder), and the Plan Administrator’s exercise of
such discretion shall be conclusive and binding on all affected parties as long
as it is not arbitrary or capricious. The Plan Administrator may delegate any
of its duties and powers hereunder to the extent permitted by applicable law.


     4.     PARTICIPATION. Each Non-Employee shall become a Participant in the
Plan by filing the written Election Form described in Section 5 with the Plan
Administrator with respect to Retainers and Meeting Fees payable to the
Non-Employee Director for such Non-Employee Director’s services as a member of
the Board. If a person ceases to be a Non-Employee Director but continues to
serve as a Director, the person shall no longer be eligible to make deferral
elections under the Plan.


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     5.     DEFERRAL ELECTIONS.


     (a)  Elections to Defer. Each Participant may elect to defer receipt of
all or a portion of such Participant’s Retainer and Meeting Fees at such times
and pursuant to such procedures as set forth in paragraph (b) of this Section
5, such amounts to be credited to the Participant’s Accounts as described in
Section 6 and to become payable in accordance with the provisions of Section 7.


     (b)  Form and Timing of Elections. To be effective, elections to defer all
or any portion of the Retainer or Meeting Fees for a Plan Year must be made on
such form and pursuant to such procedures as the Plan Administrator may
establish from time to time. The election must be made prior to the start of
the applicable Plan Year or at such other times as the Plan Administrator may
determine (consistent with the purpose of the Plan set forth in Section 1). An
election to defer for a Plan Year shall continue in effect for each subsequent
Plan Year unless revoked or modified by the Participant in accordance with
procedures established by the Plan Administrator.


     6.     ESTABLISHMENT OF AND ADJUSTMENT OF ACCOUNTS.


     (a)  Establishment of Accounts. The Company shall establish and maintain a
Cash Account and a Stock Account for each Participant. Each Account shall be
designated by the name of the Participant for whom established. Each Account
shall be maintained on the books of the Company until full payment of the
balance thereof has been made to the applicable Participant (or the
beneficiaries of a deceased Participant). No funds shall be set aside or
earmarked for any Account, which shall be purely a bookkeeping device.


     (b)  Direction of Deferrals into Cash Account or Stock Account. Any amount
deferred by a Participant shall be credited to the Participant’s Cash Account
or Stock Account as the Participant shall elect at such times, on such forms
and pursuant to such procedures as the Plan Administrator may establish from
time to time in accordance with Section 5(b). If no election is made, any
amount deferred shall be credited to the Participant’s Cash Account. To the
extent any amount is to be credited to a Participant’s Cash Account, such
amount shall be credited to the Cash Account as of the date the amount would
have otherwise been paid to the Participant. To the extent any amount is to be
credited to a Participant’s Stock Account, the Stock Account shall be credited
as of the date the amount would have otherwise been paid to the Participant
with the number of whole and fractional Stock Units equal to the applicable
dollar amount divided by the Fair Market Value of a share of Common Stock on
such date. A Participant may not subsequently reallocate amounts between the
Cash Account and Stock Account after the deferrals have been credited.


     (c)  Account Adjustments: Cash Account. The Plan Administrator shall
designate from time to time one or more investment vehicle(s) in which the Cash
Accounts of Participants shall be deemed to be invested. The investment
vehicle(s) may be designated by reference to the deemed investments available
under the management deferred compensation plan. Each Participant shall
designate the investment vehicle(s) in which his or her Cash Account shall be


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deemed to be invested according to the procedures developed by the Plan
Administrator, except as otherwise required by the terms of the Plan. The
Company shall not be under any obligation to acquire or invest in any of the
deemed investment vehicle(s) under this subparagraph, and any acquisition of or
investment in a deemed investment vehicle by the Company shall be made in the
name of the Company and shall remain the sole property of the Company. The
Plan Administrator shall also establish from time to time a default fund into
which a Participant’s Cash Account shall be deemed to be invested if the
Participant fails to provide investment instructions pursuant to this Section
6(c).


     The intervals at which each Cash Account shall be adjusted shall be as
determined by the Plan Administrator from time to time. The Plan Administrator
may determine the frequency of Cash Account adjustments by reference to the
frequency of account adjustments under the management deferred compensation
plan. The amount of the adjustment shall equal the amount that the
Participant’s Cash Account would have earned (or lost) for the period since the
last adjustment had the Cash Account actually been invested in the deemed
investment vehicle(s) designated by the Participant for such period pursuant to
this Section 6(c).


     (d)  Account Adjustments: Stock Account. Each Stock Account shall be
credited additional whole or fractional Stock Units for cash dividends paid on
the Common Stock based on the number of Stock Units in the Stock Account on the
applicable dividend record date and calculated based on the Fair Market Value
of the Common Stock on the applicable dividend payment date. Each Stock
Account shall
also be equitably adjusted as determined by the Plan Administrator in the
event of any stock dividend, stock split or similar change in the
capitalization of the Company.


     7.     PAYMENT.


     (a)  Payment Options. At the time a Participant first makes an election to
defer a Retainer or Meeting Fees under the Plan, the Participant shall be given
the opportunity to elect one of the following payment options: (i) a single
payment, (ii) annual installments over a period of 5 years, or (iii) annual
installments over a period of 10 years. A Participant’s payment election shall
be made on the election form used by the Participant for making such
Participant’s initial deferral election. Such election shall be effective with
respect to all payments of Retainers and Meeting Fees deferred under the Plan
by the Participant. If a Participant fails to duly elect a payment option, the
method of payment shall be a single payment. After the initial deferral
election, a Participant may elect one of the other payment options listed above
on such form and pursuant to such procedures as established by the Plan
Administrator from time to time, provided that any such election may not become
effective until at least six (6) months after the election is made and only if
the Participant continues to serve as a Director through such effective date.
Only one new payment election may be submitted during any Plan Year. Upon
becoming effective, the new payment election shall apply with respect to all
amounts deferred under the Plan by the Participant, including amounts deferred
under the Plan before the election became effective.


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     (b)  Single Payment. If a Participant to whom the single payment applies
terminates service as a member of the Board, such Participant’s Accounts shall
continue to be adjusted under Section 6 through the end of the calendar year in
which such termination occurs. The final balance of the Participant’s Accounts
as of such date shall be paid in a single payment to the Participant (or to the
Participant’s designated beneficiary if the Participant dies prior to
distribution of such Participant’s Account) by January 31 of the following
calendar year. The Cash Account shall be payable in cash, and the Stock
Account shall be payable by delivery of one share of Common Stock for each
whole Stock Unit, with cash for any fractional Stock Unit (based on the Fair
Market Value of the Common Stock as of December 31 of the calendar year in
which termination occurs).


     (c)  Annual Installments. If a Participant to whom the annual installments
method applies terminates service as a member of the Board, the amount of such
annual installments shall be calculated and paid pursuant to the provisions of
this Section 7(c). The Participant’s Accounts shall continue to be credited
with adjustments under Sections 6 above until the Accounts are fully paid out.
The first installment shall be paid by January 31 of the calendar year
immediately following the calendar year in which such termination of services
occurs, and each subsequent installment shall be paid by January 31 of each
subsequent calendar year. Each payment shall be equal to (i) the sum of the
Participant’s balance in each Account as of December 31 of the calendar year
immediately preceding the calendar year of payment, multiplied by (ii) a
fraction, the numerator of which is one and the denominator is the number of
installments remaining, including the current year’s payment. The portion of
each installment payable from the Cash Account shall be paid in cash, and the
portion of each installment payable from the Stock Account shall be payable by
delivery of one share of Common Stock for each whole Stock Unit, with cash for
any fractional Stock Unit (based on the Fair Market Value of the Common Stock
as of December 31 of the calendar year immediately preceding the calendar year
of payment). In the event of the Participant’s death, any remaining annual
installments shall be paid to the Participant’s designated beneficiary.


     (d)  Other Payment Provisions. Subject to the provisions Section 8, a
Participant shall not be paid any portion of the Participant’s Accounts prior
to the Participant’s termination of service as a member of the Board. Any
payment hereunder shall be subject to applicable withholding taxes. If any
amount becomes payable under the provisions of the Plan to a Participant,
beneficiary or other person who is a
minor or an incompetent, whether or not declared incompetent by a court,
such amount may be paid directly to the minor or incompetent person or to such
person’s legal representative (or attorney-in-fact in the case of an
incompetent) as the Plan Administrator, in its sole discretion, may decide, and
the Plan Administrator shall not be liable to any person for any such decision
or any payment pursuant thereto. Participants shall designate a beneficiary
under the Plan on a form furnished by the Plan Administrator, and if a
Participant does not have a beneficiary designation in effect, the designated
beneficiary shall be the Participant’s estate.


     (e)  Account Statements. Each Participant shall receive an annual
statement of the balance in the Participant’s Accounts.


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     8.     TERMINATION AND AMENDMENT. The Board may terminate the Plan at any
time so that no further amounts shall be credited to Accounts or may, from time
to time, amend the Plan, without the consent of Participants or beneficiaries;
provided, however, that no such amendment or termination shall reduce the
amount actually credited to a Participant’s Accounts under the Plan on the date
of such amendment or termination or further defer the due dates for the payment
of such amounts without the consent of the affected Participant or beneficiary.
Notwithstanding any provision of the Plan to the contrary, in connection with
any termination of the Plan the Board shall have the authority to cause the
Accounts of all Participants to be paid in a single payment as of a date
determined by the Board or to otherwise accelerate the payment of Accounts in
such manner as the Board shall determine in its discretion.


     9.     APPLICABLE LAW. The Plan shall be construed, administered, regulated
and governed in all respects under and by the laws of the United States to the
extent applicable, and to the extent such laws are not applicable, by the laws
of the state of North Carolina.


     10.     COMPLIANCE WITH LAWS AND REGULATIONS. Notwithstanding any other
provisions of this Plan, the issuance or delivery of any shares of Common Stock
may be postponed for such period as may be required to comply with any
applicable requirements of any national securities exchange or any requirements
under any other law or regulation applicable to the issuance or delivery of
such shares, and the Company shall not be obligated to issue or deliver any
such shares if the issuance or delivery thereof shall constitute a violation of
any provision of any law or any regulation of any governmental authority,
whether foreign or domestic, or any national securities exchange.


     11.     MISCELLANEOUS. A Participant’s rights and interests under the Plan
may not be assigned or transferred by the Participant. The Plan shall be an
unsecured, unfunded arrangement. To the extent the Participant acquires a
right to receive payments from the Company under the Plan, such right shall be
no greater than the right of any unsecured general creditor of the Company.
The Company shall not be required to segregate any amounts credited to any
Accounts, which shall be established merely as an accounting convenience.
Nothing contained herein shall be deemed to create a trust of any kind or any
fiduciary relationship between the Company and any Participant. The Plan shall
be binding on the Company and any successor in interest of the Company.


     IN WITNESS WHEREOF, this instrument has been executed by an authorized
officer of the Company as of the 27th day of February, 2004.



	 	 	 	 	 	 	 
	 	 	
 	 	 	 	 
	 	 	 	 	ENPRO INDUSTRIES, INC.	 	 



	 	 	 	 	 	 	 
	 	 	 	 	By:
	 	     /s/ Richard C. Driscoll
	 	 	 	 	 	 	

	 	 	 	 	 	 	Name:  Richard C. Driscoll

Title:    Senior Vice President



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