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.
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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 esta
