ENPRO INDUSTRIES, INC.
2002 EQUITY COMPENSATION PLAN
(2005 AMENDMENT AND RESTATEMENT)
PHANTOM SHARES AWARD AGREEMENT
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 (2005 Amendment and
Restatement) (the “Plan”). A prospectus describing the Plan has been delivered to you. 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:
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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 th