Form of Phantom Share Award Grant for Outside Directors



 Exhibit 10.7 

ENPRO INDUSTRIES, INC. 
 2002 EQUITY COMPENSATION PLAN 
 (2009 AMENDMENT AND RESTATEMENT), AS
AMENDED 
 OUTSIDE DIRECTOR 
 PHANTOM SHARES AWARD AGREEMENT 
  

									
	 GRANTED TO
	  	GRANT
DATE	 	 	NUMBER
OF
PHANTOM
SHARES	 
	 [        ]
	  	 	[        	] 	 	 	[        	] 

 This Outside Director Phantom Shares Award Agreement (the “Agreement”) is made between EnPro Industries, Inc.,
a North Carolina corporation (the “Company”), and you, an Outside Director of the Company. 
 The Company sponsors the EnPro
Industries, Inc. 2002 Equity Compensation Plan (2009 Amendment and Restatement), as amended (the “Plan”). A prospectus describing the Plan is attached as Exhibit A. The Plan itself is available upon request, and its terms and provisions
are incorporated herein by reference. When used herein, the terms which are defined in the Plan shall have the meanings given to them in the Plan, as modified herein (if applicable). 
 In accordance with Section 12 of the Plan, you and the Company mutually covenant and agree as follows: 
  

	1.	Subject to the terms and conditions of the Plan and this Agreement, the Company awards to you the number of Phantom Shares shown above. 


 

	2.	You acknowledge having read the Prospectus and agree to be bound by all the terms and conditions of the Plan and this Agreement. 


 

	3.	The Phantom Shares are fully (100%) vested. 

  

	4.	Dividend equivalents will be accrued on the Phantom Shares. Upon the payment date of each dividend declared on the Company’s Common Stock, that number of
additional Phantom Shares will be credited to the award which has an equivalent fair market value to the aggregate amount of dividends which would be paid if the number of the Phantom Shares were actual shares of the Common Stock. Dividend
equivalents shall be vested at the time the dividend is paid. 

  

	5.	Upon your termination of service as a member of the Board of Directors (the “termination date”), the Company shall pay to you all Phantom Shares credited to
you on the termination date in the form of one share of Common Stock for each whole Phantom Share, with cash for any fractional Phantom Share based on the fair market value of the Common Stock on the applicable date. The shares of Common Stock shall
be paid and delivered to you as soon as administratively practicable after the termination date, but in no event later than December 31 of the calendar year of the termination date. 


 

	6.	You agree that you shall comply with (or provide adequate assurance as to future compliance with) all applicable securities laws and income tax laws as determined by
the Company as a condition precedent to the payment of any shares of Common Stock pursuant to this Agreement. In addition, you agree that, upon request, you will furnish a letter agreement providing that (i) you will not distribute or resell
any of said shares of Common Stock in violation of the Securities Act of 1933, as amended, (ii) you will indemnify and hold the Company harmless against all liability for any such violation and (iii) you will accept all liability for any
such violation. 


  
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	7.	By executing and returning a Beneficiary Designation Form, you may designate a beneficiary to receive payment of any Phantom Shares awarded hereunder in the event of
your death while in service with the Company. If you do not designate a beneficiary or if your designated beneficiary does not survive you, then your beneficiary will be your estate. A Beneficiary Designation Form has been included in your award
package and may also be obtained by contacting the Company. 

  

	8.	The existence of this award shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stocks ahead of or
convertible into, or otherwise affecting the Company’s Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or
proceeding, whether of a similar character or otherwise. 

  

	9.	Any notice which either party hereto may be required or permitted to give to the other shall be in writing and may be delivered personally, by intraoffice mail, by fax,
by electronic mail or other electronic means, or via a postal service, postage prepaid, to such electronic mail or postal address and directed to such person as the Company may notify you from time to time; and to you at your electronic mail or
postal address as shown on the records of the Company from time to time, or at such other electronic mail or postal address as you, by notice to the Company, may designate in writing from time to time. 


 

	10.	Regardless of any action the Company takes with respect to any or all income tax, payroll tax or other tax-related withholding (“Tax-Related Items”), you
acknowledge that the ultimate liability for all Tax-Related Items owed by you is and remains your responsibility and that the Company (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection
with any aspect of this award, and (ii) does not commit to structure the terms of the grant or any aspect of the Phantom Shares to reduce or eliminate your liability for Tax-Related Items. 


In the event the Company determines that it must withhold any Tax-Related Items as a result of your participation in the Plan, you agree
as a condition of the grant of the Phantom Shares to make arrangements satisfactory to the Company to enable it to satisfy all withholding requirements, including, but not limited to, withholding any applicable Tax-Related Items from the payment of
the Phantom Shares. In addition, you authorize the Company to fulfill its withholding obligations by all legal means, including, but not limited to: withholding Tax-Related Items from your other cash compensation the Company pays to you; withholding
Tax-Related Items from the cash proceeds, if any, received upon sale of any shares of Common Stock received upon payment; and at the time of payment, withholding Phantom Shares sufficient to meet minimum withholding obligations for Tax-Related
Items. In the event that you have not advised the Company at least 21 days prior to the occurrence of any event requiring it to withhold any Tax-Related Items, you will be deemed to have irrevocably directed the Company to fulfill its withholding
obligations by withholding any applicable Tax-Related Items from the payment of the Phantom Shares. The Company may refuse to deliver shares of Common Stock upon payment if you fail to comply with any withholding obligation. 

 

	11.	In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the
Agreement, and the Agreement shall be construed and enforced as if the illegal or invalid provision had not been included. This Agreement constitutes the final understanding between you and the Company regarding the Phantom Shares. Any prior
agreements, commitments or negotiations concerning the Phantom Shares are superseded. Subject to the terms of the Plan, this Agreement may only be amended by a written instrument signed by both parties. 


  
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 IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer.

  

			
	ENPRO INDUSTRIES, INC.
		
	By:	 	  

		 	Name:
		 	Title:


  
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 ENPRO INDUSTRIES, INC. 

2002 EQUITY COMPENSATION PLAN 
 (2009 AMENDMENT AND RESTATEMENT), AS AMENDED 
 OUTSIDE DIRECTORS

 PHANTOM SHARES AWARD AGREEMENT 
 Beneficiary Designation Form 
 Please complete this form only if you haven’t already
designated a beneficiary for your Phantom Shares granted under the Plan or if you wish to change your current beneficiary designation. Completed forms should be returned to Julie Lentz at julie.lentz@enproindustries.com and by mail at 5605 Carnegie
Blvd., Suite 500, Charlotte, NC 28209-4674. 
 ************************************************************************************ 

With respect to the above described award of Phantom Shares under the EnPro Industries, Inc. 2002 Equity Compensation Plan (2009 Amendment and
Restatement), as amended (the “Plan”), I hereby designate the following person or entity as my beneficiary with respect to any payment of the Phantom Shares in the event of my death. 

If my beneficiary named below predeceases me, any such payment will be made to my estate. 

 

					
	 Name and Address
 of Beneficiary
	 	 Social Security #
	 	 Relationship

to Director

			
	  
	 	  
	 	  

			
	  
	 		 	
			
	  
	 		 	
			
		 		 	

 I understand that I may change this designation at any time by executing a new form and delivering it to the Human
Resources Department. This designation supersedes any prior beneficiary designation made by me under the Plan with respect to the Shares. 
  

							
		 		 	  

		 		 	Director’s Name (Please print)
	
Witness:                      
                                         
                                     
	 		 	  

		 		 	Signature of Director
		 		 	Date:	 	  

	 Received
by                    this             day of
        ,         .
	 	
		 		 	By:	 	  



  
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 EXHIBIT A 
 (This document constitutes part of a 
 prospectus covering securities that

 have been registered under 
 the Securities Act of 1933) 
 PROSPECTUS 

4,325,000 SHARES 
 ENPRO INDUSTRIES, INC. 
 COMMON STOCK 

 
  

AMENDED AND RESTATED 2002 EQUITY COMPENSATION PLAN 

 
  

This Prospectus relates to the offer and sale of up to 4,325,000 shares of our common stock to eligible employees under the EnPro
Industries, Inc. Amended and Restated 2002 Equity Compensation Plan (the “Plan”). The Plan was most recently approved by our Board of Directors at its February 2012 meeting and by our shareholders at the annual meeting held on May 2,
2012. The Plan terminates on February 10, 2019, unless terminated earlier by our Board of Directors. 
 The purpose of the
Plan is to promote the interests of the shareholders by providing stock-based incentives to selected employees and “Outside Directors” to align their interests with shareholders and to motivate them to put forth maximum efforts toward the
continued growth, profitability and success of our company. 
 The Plan is generally administered by the Compensation and Human
Resources Committee of our Board (the “Committee”). See “Administration” below. The Plan is not a qualified pension, profit-sharing or stock bonus plan within the meaning of Section 401(a) of the Internal Revenue Code of
1986, as amended (the “Code”). Further, in our view, the Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974. 
 For additional information concerning awards made under the Plan, please contact Steve Spradling at 704-731-1516. 
 This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended (the “Securities Act”). 

 
  

The date of this Prospectus is May 9, 2012. 







 SUMMARY OF PLAN 

The following summary of the Plan is subject to, and qualified in its entirety by reference to, all the provisions of the Plan, a copy
of which may be obtained upon request. 
 Eligibility 
 Salaried, full-time employees of us or of our subsidiaries may participate in the Plan. The Committee, in its discretion, will select the award recipients and the nature and amount of any awards. The
Committee may, within certain limits, delegate to our CEO and other senior officers authority to make such award determinations. 
 In addition, members of our Board of Directors and any of our subsidiary corporations of which we own more than 50% of the voting stock, excluding directors who are employees or former employees of us or
our subsidiaries within five years after their termination of employment (“Outside Directors”) are eligible to receive awards of phantom shares as described below. 
 Number of Shares 
 There are 4,325,000 shares of our common stock available
for issuance under the Plan. If an award made under the Plan terminates, expires, lapses or is canceled, the shares covered by that award remain available for issuance under the Plan. However, shares used to pay any option exercise price or to
satisfy a tax withholding obligation are deemed to constitute shares delivered under the Plan and will not be available for future issuance under the Plan. Shares of our common stock issued pursuant to the Plan may be original issue shares or
treasury shares. 
 Awards to Eligible Employees 
 Pursuant to the Plan, the Committee may award eligible employees incentive stock options (“ISOs”), nonqualified stock options (“NQSOs”), stock appreciation rights (“SARs”),
performance shares, restricted stock units, restricted stock shares and other awards. Each award will be evidenced by an award document setting forth the terms and provisions applicable to the award. 

Stock Options. The Plan provides for the grant of options to purchase shares of our common stock at option prices which are not
less than the fair market value of shares of our common stock on the grant date. In making an option award, the Committee determines whether the award will be either an ISO or NQSO. The Committee also establishes all of the other terms and
conditions of each option award at the time of grant, including any vesting requirements. The applicable award document will specify the term of the option (up to a maximum of ten years), and the extent to which options may be exercised during their
terms, including in the event of your death, disability or termination of employment. You may pay the option exercise price either in cash or by tendering shares of our common stock with a fair market value at the date of the exercise equal to the
portion of the exercise price which you do not pay in cash. In addition, the Committee may from time to time allow cashless exercises by any means which it determines to be consistent with the Plan’s purposes and applicable law. You will have
no rights as a shareholder until you become the holder of record of shares of our common stock issued upon exercise of such stock options. 
 Stock Appreciation Rights. The Plan also provides for the grant of SARs, which entitle holders, upon exercise, to receive shares of our common stock with a value equal to the difference between
(i) the fair market value on the exercise date of the shares with respect to which an SAR is exercised and (ii) the grant price of the SAR, which shall not be less than the fair market value of such shares on the grant date. The Committee
establishes all of the terms and conditions of each SAR at the time of grant, including any vesting requirements; provided that the term may not exceed ten years from the grant date and each SAR must be settled only in common stock. 

Performance Shares. The Committee may make awards of performance shares (which may be actual shares of our common stock or phantom
shares) subject to conditions established by the Committee that may include attainment of specific performance objectives. Performance share awards may include the awarding of additional shares upon attainment of the specified performance
objectives. 
 Restricted Shares. A restricted share is an actual share of our common stock issued in your name that is
subject to certain vesting requirements and which we hold until the applicable vesting date, at which time the share is released to you. The Committee establishes all of the terms and conditions of each award at the time of grant, including any
vesting requirements, which are set forth in an award document. Restricted share awards that vest based on continued employment generally have a minimum three-year vesting period, though they may vest earlier in the event of death, disability or
retirement. Prior to vesting, you may vote and receive cash dividends with respect to restricted shares as specified in your award document. 

  
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 Restricted Stock Units. The Committee may make awards of restricted stock units which
is the right to receive our common stock upon the vesting of the restricted stock unit. The Committee establishes all of the terms and conditions of each award at the time of grant, including any vesting requirements, which are set forth in an award
document. Restricted stock units that vest based on continued employment generally have a minimum three-year vesting period, though they may vest earlier in the event of death, disability or retirement. If we pay any common stock dividends prior to
the vesting of the restricted stock units, recipients of the restricted stock units will not be entitled to receive any such dividends when such dividends are paid. Recipients have no right to vote any restricted stock units on any matter presented
to a vote of the company’s shareholders. Upon vesting, the recipient would be entitled to receive, for each restricted stock units vesting, one share of common stock plus a cash payment equal to the aggregate amount of cash dividends paid with
respect to one share of common stock from the date the award was made to and including the date of vesting. 
 Other
Awards. The Committee may make other awards under the Plan in units or phantom shares, the value of which is based, in whole or in part, on the value of our common stock. The Committee may provide that such awards are to be paid in cash, in
shares, or in a combination of both cash and shares, under such terms and conditions as the Committee may establish, which are set forth in an award document. 
 Awards of Phantom Shares to Outside Directors 
 Pursuant to the Plan, the
Committee will make a one-time grant of phantom shares, in an amount to be determined by the Committee, to each Outside Director upon his or her election to the board. Thereafter, each Outside Director will receive an annual grant of phantom shares,
in an amount and on terms determined by the Committee. In addition, the Committee may, from time to time, make additional grants of phantom shares to Outside Directors. 
 The terms and provisions of the phantom shares are as follows: 
 Vesting.
Phantom shares granted to Outside Directors are fully vested at grant. 
 Dividend Equivalents. Dividend equivalents
accrue on all phantom shares granted to Outside Directors. Upon the payment date of each dividend declared on our common stock, that number of additional phantom shares will be credited to each Outside Director’s award which has an equivalent
fair market value to the aggregate amount of dividends which would be paid if the number of the Outside Director’s phantom shares were actual shares of the common stock. Dividend equivalents are vested at the time the dividend is paid.

 Payment. Upon termination of service of an Outside Director as a member of the Board of Directors (the
“termination date”), we will pay to the Outside Director all phantom shares credited to the Outside Director on the termination date in the form of one share of our common stock for each whole phantom share, with cash for any fractional
phantom share based on the fair market value of our common stock on the applicable date. The shares of common stock are paid and delivered as soon as administratively practicable after the termination date. 

Fair Market Value 
 For
all purposes of the Plan, the fair market value of a share of our common stock will be the closing selling price on the relevant date (as of 4:00 p.m. New York, New York time), as reported on the New York Stock Exchange – Composite Transactions
listing (or similar report), or, if no sale was made on such date, on the next preceding day on which a sale was made. 
 Award Limits

 The following limits apply to awards made under the Plan: 

 

	 	•	 	 In no event may any individual receive awards under the Plan for a given calendar year covering in excess of 500,000 shares of our common stock; and



  

	 	•	 	 We will not grant ISOs covering in the aggregate more than 1,000,000 shares of our common stock during the term of the Plan.




  
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 Transferability of Awards 
 You may not transfer any award granted under this Plan other than by will or the laws of descent and distribution or by such other means as the Committee may approve from time to time. 

Withholding for Payment of Taxes 
 The Committee will have the right to determine the amount of any Federal, state or local required withholding tax, and may require that any such required withholding tax be satisfied by withholding shares
of our common stock or other amounts which would otherwise be payable under this Plan. 
 Changes in Capitalization and Similar Changes

 In the event of any corporate event or transaction (including a change in common stock or capitalization or our company),
such as a merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin off, or other distribution of stock or property or our company, a
combination or exchange of our common stock, dividend in kind or other similar change in capital structure, number of outstanding shares of our common stock, distribution (other than normal cash dividends) to our shareholders or any similar
corporate event or transaction, the aggregate number of shares of our common stock with respect to which awards may be made under the Plan, and the terms, types of shares and number of shares of any outstanding awards under the Plan will be
equitably adjusted by the Committee in its discretion to preserve the benefit of the award for both you and us. 
 Change in Control

 The Plan provides that, in the event of a change in control of our company (as defined in the Plan), all options will be
fully exercisable as of the date of the change in control and will remain exercisable for a period of two years thereafter (not to exceed the original award term). The Committee may also take actions with respect to outstanding awards of SARS,
performance shares, restricted stock units, restricted shares or other awards. 
 Amendment and Termination of Plan 

Our Board of Directors has the power to amend, modify or terminate the Plan on a prospective basis, provided that the Board of Directors
may condition any amendment to the Plan on shareholder approval if it deems shareholder approval to be necessary or appropriate. 

Administration 
 The Plan
is administered by the Committee. Under the Plan, the Committee has the authority to (i) select the employees to receive awards from time to time, (ii) make awards in such amounts as it determines, (iii) impose limitations,
restrictions and conditions upon awards as it deems appropriate, (iv) establish performance targets and allocation formulas for awards of performance shares, restricted shares or other awards intended to be “qualified performance-based
compensation” under Code Section 162(m), (v) certify the attainment of performance goals, if applicable, as required by Code Section 162(m), (vi) interpret the Plan and adopt, amend and rescind administrative guidelines and
other rules and regulations relating to the Plan, (vii) correct any defect or omission or reconcile any inconsistency in the Plan or any award granted thereunder and (viii) make all other determinations and take all other actions necessary
or advisable for the implementation and administration of the Plan. The Committee may delegate its authority under the Plan to the extent permitted by applicable law. All determinations and decisions made by the Committee pursuant to the Plan will
be final, conclusive and binding. 
 Code Section 162(m) 
 Because stock options and SARs granted under the Plan must have an exercise price equal at least to fair market value at the date of grant, compensation from the exercise of stock options and SARs should
be treated as “qualified performance-based compensation” for Code Section 162(m) purposes. 
 In addition, the
Plan authorizes the Committee to make awards of performance shares, restricted shares and other awards that are conditioned on the satisfaction of certain performance criteria. For awards intended to result in “qualified performance-based
compensation,” the Committee will establish prior to or within 90 days after the start of the applicable performance period the applicable performance conditions. The Committee may select from the following performance measures for such
purpose: total sales, sales growth (with or excluding acquisitions), revenue-based measures for particular products, product lines or product groups, net income (before or after asbestos charges and/or other selected items), earnings per


  
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share of Common Stock (before or after asbestos and/or other selected items), pretax income (before or after asbestos charges and/or other selected items), consolidated operating income (pre or
post-tax and before or after asbestos charges and/or other selected items), segment operating income (pre or post-tax and before or after asbestos charges and/or other selected items), earnings before interest and taxes (before or after asbestos
charges and/or other selected items), earnings before interest, taxes, depreciation and amortization (before or after asbestos charges and/or other selected items), free cash flow (pre or post-tax and before or after asbestos charges and/or other
selected items), asbestos-related cash outflows (or changes in asbestos-related cash outflow), new asbestos commitments (or changes in new asbestos commitments), return on equity, assets, investment, invested capital, capital, total or net capital
employed, or sales (pre or post-tax and before or after asbestos charges and/or other selected items), cash flow return on investments, total shareholder return, Common Stock price increases, total business return (before or after asbestos charges
and/or other selected items), economic value added or similar “after cost of capital” measures, return on sales or margin rate, in total or for a particular product, product line or product group, working capital (or any of its components
or related metrics), working capital improvement, market share, measures of customer satisfaction (including survey results or other measures of satisfaction), safety (determined by reference to recordable or lost time rates, first aids, near misses
or a combination of two or more such measures or other measures), measures of operating efficiency such as productivity, cost of non-conformance, cost of quality, on time delivery and efficiency ratio and strategic objectives with specifically
identified areas of emphasis such as cost reduction, acquisition assimilation synergies, acquisitions or organization restructuring. The Committee will state the performance conditions in the form of an objective, nondiscretionary formula and will
certify in writing the attainment of such performance conditions prior to any payout with respect to such awards. The Committee in its discretion may adjust downward the permissible amount of any such award, even if the performance objective is
achieved. 
 CERTAIN FEDERAL INCOME TAX CONSEQUENCES 

The following is a general summary of the current federal income tax consequences of the granting and exercise of stock options and of
awards of common stock (including both performance shares and restricted stock), phantom stock, stock units and SARs under the Plan. It does not attempt to describe all possible federal or other tax consequences of participation in the Plan.
Furthermore, the tax consequences of awards made under the Plan are complex and subject to change, and some variation of the described rules may be applicable to any particular participant’s tax situation. The summary assumes in each case that
there will no violation of the deferred compensation rules of the Internal Revenue Service, which would subject the affected participants to immediate taxation and penalties on unvested awards. 

Incentive Stock Options. An employee who is granted an ISO under the Plan will not be subject to federal income tax upon the
grant or exercise of the option. However, upon the exercise of an ISO, the difference between the exercise price for the option and its fair market value on the date of exercise, which is commonly referred to as the spread, is a tax preference item
that must be taken into account in determining the employee’s alternative minimum tax. If the employee disposes of the shares in the same year the option was exercised, there are no alternative minimum tax implications. Generally, the employee
can recover any alternative minimum tax liability paid as a credit against ordinary income taxes owed in future years. 
 In the
event of a sale of the shares received upon exercise of an ISO after two years from the date of grant and one year after the date of exercise (which we refer to as the “Holding Period”), any appreciation of the shares received above the
exercise price should be a capital gain. The current federal tax rate applicable to long-term capital gains is 15 percent. 

We will not be entitled to a tax deduction with respect to the grant or exercise of an ISO, or with respect to any disposition of such
shares after the Holding Period. However, if shares acquired pursuant to the exercise of an ISO are sold by the employee before the end of the Holding Period, any gain on the sale will be ordinary income for the taxable year in which the sale
occurs. Income will be realized only to the extent the amount received upon sale exceeds the employee’s adjusted basis for the stock. We will be entitled to a tax deduction in the amount of the ordinary income realized by the employee.

 Non-incentive Stock Options. An employee who is granted an NQSO under the Plan will not be subject to federal
income tax upon the grant of the option, and we will not be entitled to a tax deduction by reason of such grant. Upon exercise of an NQSO, the spread or excess of the fair market value of the shares on the exercise date over the option price will be
considered compensation taxable as ordinary income to the employee. Because it is treated as compensation, the spread is subject to withholding of applicable payroll taxes. We may claim a tax deduction in the amount of the taxable compensation
realized by the employee. 
 Common Stock Awards. Common stock awards made without restrictions are subject to
federal tax to the recipient and are deductible to our company. Stock awards with restrictions (including both performance shares, restricted stock units and restricted shares) generally will not be subject to federal tax upon grant, and we will not
be entitled to a tax deduction upon grant. When the restrictions lapse, the fair market value of shares free of restrictions will be considered compensation taxable as ordinary income to the employee and we may claim a tax deduction at the same time
in the same amount. 

  
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 Phantom Stock, Stock Unit Awards and SARs. A director or employee who is granted
a phantom share, stock unit or SAR award under the Plan will not be subject to federal tax upon the grant of the award and we will not be entitled to a tax deduction by reason of such grant. However, when common stock or cash is delivered to the
participant pursuant to such an award, the participant will recognize ordinary income equal to the fair market value of the shares or cash delivered under the award, and we may claim a tax deduction at the same time in the same amount. 

RESTRICTIONS ON RESALE 
 If you are one of our “affiliates” as defined in Rule 405 under the Securities Act, resales of shares of our common stock that you acquire under awards under the Plan will be subject to the
volume, manner of sale and reporting requirements of Rule 144 under the Securities Act unless we register your shares under the Securities Act for resale pursuant to a separate prospectus. If you have been designated as one of our reporting officers
for purposes of Section 16(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), resales of shares of our common stock that you acquire under awards pursuant to the Plan may be “matched” with nonexempt purchases of
our common stock within the previous or following six months for purposes of the “short-swing profits” recovery provisions of Section 16(b). Further, in no event may you sell shares of our common stock, whether acquired pursuant to
the Plan or otherwise, if you are in possession of material information regarding our company that has not been publicly disclosed. 
 You are advised to consult with counsel regarding your status as an affiliate and as a Section 16(b) reporting officer and the application of other federal and state securities laws to resales of
shares of our common stock that you acquire pursuant to the Plan. 
 ADDITIONAL INFORMATION 

We have filed a registration statement with respect to the shares of our common stock offered under the Plan with the Securities and
Exchange Commission under the Securities Act. This registration statement incorporates by reference certain documents including our most recent Annual Report on Form 10-K and all subsequent reports on Form 10-K, Form 10-Q and Form 8-K, our proxy
statements, and a description of our common stock filed under the Exchange Act, which documents are also incorporated by reference in this Prospectus. 
 We will promptly furnish, without charge, on your request, a copy of any of the documents incorporated by reference in the registration statement and in this Prospectus (other than exhibits to such
documents which are not specifically incorporated by reference in such documents), as well as our most recent Annual Report to Shareholders, if any, and any and all documents supplementing or updating the information contained in this Prospectus
(including Plan information previously delivered, if requested). Such requests should be addressed to: EnPro Industries, Inc., 5605 Carnegie Boulevard, Suite 500, Charlotte, North Carolina, 28209-4674, Attn: Julie Lentz. 

  
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