Exhibit 10.25



 





Exhibit 10.25




ENPRO INDUSTRIES, INC. DEFINED BENEFIT RESTORATION PLAN




(Amended and Restated Effective as of January 1, 2007)




 









 





ENPRO INDUSTRIES, INC. DEFINED BENEFIT RESTORATION PLAN

(Amended and Restated Effective as of January 1, 2007)




Table of Contents




	 	 	 	 	 	 	 
	ARTICLE I

	 	DEFINITIONS
	 	 	1	 
	 
	 	 	 	 	 	 
	Section 1.1

	 	Definitions
	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE II

	 	COMMITTEE
	 	 	2	 
	 
	 	 	 	 	 	 
	Section 2.1

	 	Committee
	 	 	2	 
	 
	 	 	 	 	 	 
	ARTICLE III

	 	BENEFITS
	 	 	3	 
	 
	 	 	 	 	 	 
	Section 3.1

	 	Eligibility for Benefits
	 	 	3	 
	Section 3.2

	 	Amount of Benefits
	 	 	3	 
	Section 3.3

	 	Timing and Method of Benefit Payment
	 	 	3	 
	Section 3.4

	 	Allocation of Benefits Among Participating Employers
	 	 	4	 
	Section 3.5

	 	Other Payment Provisions
	 	 	5	 
	 
	 	 	 	 	 	 
	ARTICLE IV

	 	AMENDMENT AND TERMINATION
	 	 	5	 
	 
	 	 	 	 	 	 
	Section 4.1

	 	Amendment or Termination of Plan
	 	 	5	 
	Section 4.2

	 	Effective Date and Procedure for Amendment or Termination
	 	 	5	 
	 
	 	 	 	 	 	 
	ARTICLE V

	 	MISCELLANEOUS PROVISIONS
	 	 	5	 
	 
	 	 	 	 	 	 
	Section 5.1

	 	Nature of Plan and Rights
	 	 	5	 
	Section 5.2

	 	Termination of Employment
	 	 	6	 
	Section 5.3

	 	Compliance with Code Section 409A
	 	 	6	 
	Section 5.4

	 	Spendthrift Provision
	 	 	6	 
	Section 5.5

	 	Employment Noncontractual
	 	 	6	 
	Section 5.6

	 	Adoption by Other Participating Employers
	 	 	6	 
	Section 5.7

	 	Applicable Law
	 	 	6	 






 









 





ENPRO INDUSTRIES, INC. DEFINED BENEFIT RESTORATION PLAN

(Amended and Restated Effective as of January 1, 2007)




Statement of Purpose




     EnPro Industries, Inc. (the “Corporation”) sponsors the EnPro Industries, Inc. Retirement
Program for Salaried Employees (the “Retirement Plan”), a tax-qualified defined benefit plan.
Benefits otherwise payable from time to time under the Retirement Plan may be limited for certain
participants or their beneficiaries as a result of the limitations of Code Sections 401(a)(17) and
415(b). In addition, certain participants in the Retirement Plan have portions of their
compensation reduced pursuant to nonqualified deferred compensation plans sponsored by the
Participating Employers. Such deferred compensation is not taken into account for purposes of
determining the amount of benefits under the Retirement Plan. The Corporation has previously
adopted the EnPro Industries, Inc. Defined Benefit Restoration Plan (the “Plan”), a nonqualified,
unfunded plan, to provide these participants and their beneficiaries with those benefits that would
have been provided under the Retirement Plan but for the limitations described above and taking
into account any deferred compensation that would have been included in compensation for purposes
of determining benefits under the Retirement Plan had it not been deferred.



     NOW, THEREFORE, for the purposes aforesaid, the Corporation hereby amends and restates the
Plan effective as of January 1, 2007, as follows:



ARTICLE I

DEFINITIONS




     Section 1.1 Definitions. Unless the context clearly indicates otherwise, when used in
the Plan:




     Amendment or Termination Date means the date on which an amendment or
the termination of the Plan is adopted by the Corporation or, if later, the
effective date of such amendment or termination.




     Beneficiary means a “beneficiary” under the Retirement Plan.




     Board means the Board of Directors of the Corporation.




     Code means the Internal Revenue Code of 1986, as amended. References
to the Code shall include the valid and binding governmental regulations, court
decisions and other regulatory and judicial authority issued or rendered
thereunder.




     Code Limitations means any one or more of the limitations and
restrictions that Sections 401(a)(17) and 415(b) of the Code place on



 









 






benefits otherwise payable from time to time to a Participant or his Beneficiary
under the Retirement Plan.




     Committee means the Compensation and Human Resources Committee of the
Board.




     Corporation means EnPro Industries, Inc. and includes any successor
thereto.




     Eligible Employee means an Employee designated as an Eligible
Employee in accordance with Section 3.1.




     Employee means an individual employed by a Participating Employer.




     Exchange Act means the Securities Exchange Act of 1934.




     Participant means any Employee who participates in the Plan in
accordance with Section 3.1.




     Participating Employers means (i) the Corporation, (ii) each other
participating employer under the Retirement Plan on the date hereof that is part
of the same controlled group of corporations as the Corporation and (iii) any
other incorporated or unincorporated trade or business which may hereafter adopt
both the Retirement Plan and the Plan.




     Plan means the EnPro Industries, Inc. Defined Benefit Restoration
Plan, as the same may be amended from time to time.




     Retirement Plan means the EnPro Industries, Inc. Retirement Program
for Salaried Employees.




     Retirement Plan Compensation means compensation used for purposes of
determining the amount of benefits under the Retirement Plan.


Any capitalized terms used in the Plan that are defined in the documents comprising the Retirement
Plan have the meanings assigned to them in the Retirement Plan, unless such terms are otherwise
defined above in this Article or unless the context clearly indicates otherwise.




ARTICLE II

COMMITTEE




     Section 2.1 Committee. The Plan shall be administered by the Committee. In that
regard, the Committee 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 by action of a majority of its members in office from time to time. The Committee 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 Committee 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 Committee 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 Committee’s exercise of such discretion shall be conclusive and binding on all affected parties
as long as it is not arbitrary or capricious. The Committee may delegate any of its duties and
powers hereunder to the extent permitted by applicable law.



ARTICLE III

BENEFITS




     Section 3.1 Eligibility for Benefits. The Committee shall designate which Employees
of the Corporation or any other Participating Employer shall be Eligible Employees. The Plan is
intended to limit eligibility to a “select group of management or highly compensated employees”
within the meaning of the Employee Retirement Income Security Act of 1974, as amended.



     Section 3.2 Amount of Benefits. Subject to the provisions of Article IV, the amount
of benefits payable from time to time under the Plan to a Participant or a Participant’s
Beneficiary who is eligible for benefits under the Plan shall be that amount, payable in accordance
with Section 3.3, that is equal to the excess, if any, of Amount A and Amount B,
where:




Amount A is the amount of benefits that would be payable from time to time
under the Retirement Plan to such Participant or Beneficiary if (i) the Code
Limitations did not apply to the Retirement Plan and (ii) Retirement Plan
Compensation under the Retirement Plan included any compensation deferred by the
Participant (or the deceased Participant in the case of benefits payable to a
Beneficiary) under any nonqualified deferred compensation plans sponsored by the
Participating Employers so long as such deferred compensation would have been
included in Retirement Plan Compensation had it not been deferred (ignoring the
Code Section 401(a)(17) limitation for this purpose); and




Amount B is the amount of benefits actually payable from time to time
under the Retirement Plan to such Participant or Beneficiary (i) after application
of the Code Limitations and (ii) excluding any such deferred compensation from
Retirement Plan Compensation.




     Section 3.3 Timing and Method of Benefit Payment. Except as otherwise required by the
last sentence of this Section, the present value of a Participant’s vested



 









 







benefits determined under Section 3.2 shall be payable to the Participant (or to the Participant’s
Beneficiary in the event of the Participant’s death) in a single cash payment as soon as
administratively practicable after the date of the Participant’s termination of employment with the
Participating Employers, reduced for any applicable payroll and withholding taxes. For purposes
hereof, such present value shall be determined as follows, depending on whether the Participant has
attained the Participant’s Earliest Retirement Age as of the date of the Participant’s termination
of employment with Participating Employers:




	 	(i)	 	Earliest Retirement Age Attained. If the Participant has attained
the Participant’s Earliest Retirement Age under the Retirement Plan as of the date of
the Participant’s termination of employment with the Participating Employers, then the
present value of the vested benefits under this Plan shall be determined by: (A)
assuming the benefits would commence as soon as administratively practicable after
termination of employment in a singe life annuity; (B) if the Participant’s
termination of employment occurs prior to the Participant’s Normal Retirement Age,
reducing the amount of the assumed annuity payments for commencement prior to Normal
Retirement Age in accordance with the provisions of the Retirement Plan as in effect
at the time of termination of employment; and (C) determining the present value of
those annuity payments using the actuarial assumptions in effect under the Retirement
Plan at the time of termination of employment used for purposes of determining the
single sum value of benefits under the Retirement Plan.
	 
	 	(ii)	 	Earliest Retirement Age Not Attained. If the Participant has not
attained the Participant’s Earliest Retirement Age under the Retirement Plan as of the
date of the Participant’s termination of employment with the Participating Employers,
then the present value of the vested benefits under this Plan shall be determined by:
(A) assuming the benefits would commence at the Participant’s Normal Retirement Age in
a singe life annuity; and (B) determining the present value of the those annuity
payments using the actuarial assumptions in effect under the Retirement Plan at the
time of termination of employment used for purposes of determining the single sum
value of benefits under the Retirement Plan.





     Notwithstanding any other provision of this Section or the Plan to the contrary, to the extent
applicable, in no event shall any payment hereunder be made to a “specified employee” within the
meaning of Code Section 409A earlier than six months after the date of the Participant’s
termination of employment with the Participating Employers, except in connection with the
Participant’s death.



     Section 3.4 Allocation of Benefits Among Participating Employers. The benefits
payable under the Plan to a particular Participant or Beneficiary shall be allocated among the
Participating Employers in such proportion as shall reasonably reflect the proportion of such
Participant’s benefits under the Plan that are attributable to



 









 







such Participant’s employment by, and compensation from, the respective Participating Employers (or
their predecessors in interest).



     Section 3.5 Other Payment Provisions. The Participating Employers shall withhold from
any payment to a Participant or Beneficiary under the Plan any federal, state or local income or
employment taxes required by law to be withheld from such payment and shall remit such taxes to the
proper taxing authority. If a Participant or Beneficiary entitled to receive any benefits
hereunder is a minor or is deemed by the Committee or is adjudged to be legally incapable of giving
a valid receipt and discharge for such benefits, they will be paid to the duly appointed guardian
of such minor or incompetent or to such other legally appointed person as the Committee may
designate. Such payment shall, to the extent made, be deemed a complete discharge of any liability
for such payment under the Plan.



ARTICLE IV

AMENDMENT AND TERMINATION




     Section 4.1 Amendment or Termination of Plan. The Corporation shall have the right
and power at any time and from time to time to amend the Plan in whole or in part, on behalf of all
Participating Employers, and at any time to terminate the Plan or any Participating Employer’s
participation hereunder; provided, however, that no such amendment or termination
shall reduce the amount of a Participant’s Plan benefits accrued through the date of such amendment
or termination, or further defer the due dates for the payment of such benefits, without the
consent of the affected person. In connection with any termination of the Plan, the Corporation
shall have the authority to cause the Plan benefits of all current and former Participants (and
Beneficiary of any deceased Participants) to be paid in a single sum payment as of a date
determined by the Corporation or to otherwise accelerate the payment of all Plan benefits in such
manner as the Corporation shall determine in its discretion.



     Section 4.2 Effective Date and Procedure for Amendment or Termination. Any amendment
to the Plan or termination of the Plan may be retroactive to the extent not prohibited by
applicable law. Any amendment to the Plan or termination of the Plan shall be made by the
Corporation by resolution of the Board and shall not require the approval or consent of any
Participant or Beneficiary in order to be effective except to the extent otherwise required by
Section 4.1 above.



ARTICLE V

MISCELLANEOUS PROVISIONS




     Section 5.1 Nature of Plan and Rights. The Plan is an unfunded plan that is separate
and distinct from the Retirement Plan. All benefits payable under the Plan shall be paid by the
Participating Employers out of their general assets. The rights of any Participant or Beneficiary
created by the Plan shall be that of a general, unsecured creditor of the Participating Employers,
and nothing in the Plan, and no action taken pursuant to the provisions of the Plan, shall create
or be construed to create a trust of any



 









 







kind or a fiduciary relationship between the Participating Employers, the Committee and any
Participant, Beneficiary or other person. No assets of any of the Participating Employers may be
segregated for the benefit of any Participant or Beneficiary in any manner which would put such
assets beyond the reach of the general creditors of the Participating Employers, and the rights of
any Participant or Beneficiary to receive any benefits or payments under the Plan shall be no
greater than the right of any general, unsecured creditor of the Participating Employers.



     Section 5.2 Termination of Employment. For the purposes of the Plan, an Employee’s
employment with a Participating Employer shall not be considered to have terminated so long as the
Employee is in the employ of any Participating Employer or other affiliated company.



     Section 5.3 Compliance with Code Section 409A. The Plan is intended to comply with
Code Section 409A, and official guidance issued thereunder. Notwithstanding any provision of the
Plan to the contrary, the Plan shall be interpreted, operated and administered consistent with this
intent.



     Section 5.4 Spendthrift Provision. To the extent permitted by law, none of the
benefits payable under the Plan shall be subject to the claim of any creditor of any Participant or
Beneficiary or to any legal process by any creditor of any Participant or Beneficiary, and no
Participant or Beneficiary entitled to benefits hereunder shall have any right whatsoever to
alienate, commute, anticipate or assign any benefits under the Plan.



     Section 5.5 Employment Noncontractual. The establishment of the Plan shall not
enlarge or otherwise affect the terms of any Employee’s employment with his Participating Employer,
and such Participating Employer may terminate the employment of the Employee as freely and with the
same effect as if the Plan had not been established.



     Section 5.6 Adoption by Other Participating Employers. The Plan may be adopted by any
Participating Employer participating under the Retirement Plan, such adoption to be effective as of
the date specified by such Participating Employer at the time of adoption.



     Section 5.7 Applicable Law. The Plan shall be governed and construed in accordance
with the laws of the State of North Carolina, except to the extent such laws are preempted by the
laws of the United States of America.



 









 





     IN WITNESS WHEREOF, this instrument has been executed by the Corporation on December 13, 2006.



	 	 	 	 	 
	 	 	ENPRO INDUSTRIES, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John R. Smith
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Senior Vice President — Human Resources