Common use of Executive Compensation Clause in Contracts

Executive Compensation. (a) During the Relevant Period, the Company shall take all necessary action to ensure that its Benefit Plans comply in all respects with Section 111 of the EESA, including the provisions for Systemically Significant Failing Institutions, as implemented by any guidance or regulation thereunder, including Notice 2008-PSSFI, any amendments to Notice 2008-PSSFI, or any other guidance or regulations under Section 111 of the EESA, as the same shall be in effect from time to time (“Compensation Regulations”), and shall not adopt any new Benefit Plan (i) that does not comply therewith or (ii) that does not expressly state and require that such Benefit Plan and any compensation thereunder shall be subject to any relevant Compensation Regulations adopted, issued or released on or after the date any such Benefit Plan is adopted. To the extent that the Compensation Regulations change during the Relevant Period in a manner that requires changes to then-existing Benefit Plans, the Company shall effect such changes to its Benefit Plans as promptly as practicable after it has actual knowledge of such changes in order to be in compliance with this Section 4.10(a) (and shall be deemed to be in compliance for a reasonable period to effect such changes). (1) In addition to the requirements set forth in Section 4.10(a) above, the Company shall, during the Relevant Period, take all necessary action to limit any “golden parachute payments” to the employees of the Company and the Company Subsidiaries who participate in the Company’s Senior Partners Plan (the “Senior Partners”) to the amounts permitted by the regulations relating to participants in the EESA Capital Purchase Program and the guidelines and rules relating thereto, including the rules set forth in 31 CFR Part 30, that have been issued and are in effect as of the Commencement Date, as if such Senior Partners were Senior Executive Officers for purposes of the EESA (except that equity denominated awards settled solely in equity shall not be included in such limit on “golden parachute payments” to Senior Partners). “Senior Executive Officers” means the Company’s “senior executive officers” as defined in Section 111 of the EESA and regulations issued or to be issued thereunder, including the rules set forth in 31 CFR Part 30 or any rules that replace 31 CFR Part 30; provided that, solely for the purposes of the foregoing sentence, “Senior Executive Officers” shall mean the Company’s “senior executive officers” as defined in Section 111 of the EESA and regulations issued thereunder, including the rules set forth in 31 CFR Part 30 that have been issued and are effective as of the Commencement Date.

Executive Compensation. (a) During the Relevant Period, the Company shall take all necessary action to ensure that its Benefit Plans comply in all respects with Section 111 of the EESA, including the provisions for Systemically Significant Failing Institutions, as implemented by any guidance or regulation thereunder, including Notice 2008-PSSFI, any amendments to Notice 2008-PSSFI, or any other guidance or regulations under Section 111 of the EESA, as the same shall be in effect from time to time (“Compensation Regulations”), and shall not adopt any new Benefit Plan (i) that does not comply therewith or (ii) that does not expressly state and require that such Benefit Plan and any compensation thereunder shall be subject to any relevant Compensation Regulations adopted, issued or released on or after the date any such Benefit Plan is adopted. To the extent that the Compensation Regulations change during the Relevant Period in a manner that requires changes to then-existing Benefit Plans, the Company shall effect such changes to its Benefit Plans as promptly as practicable after it has actual knowledge of such changes in order to be in compliance with this Section 4.10(a4.9(a) (and shall be deemed to be in compliance for a reasonable period to effect such changes). (1) In addition to the requirements set forth in Section 4.10(a4.9(a) above, the Company shall, during the Relevant Period, take all necessary action to limit any “golden parachute payments” to the employees of the Company and the Company Subsidiaries who participate in the Company’s Senior Partners Plan (the “Senior Partners”) to the amounts permitted by the regulations relating to participants in the EESA Capital Purchase Program and the guidelines and rules relating thereto, including the rules set forth in 31 CFR Part 30, that have been issued and are in effect as of the Commencement Date, as if such Senior Partners were Senior Executive Officers for purposes of the EESA (except that equity denominated awards settled solely in equity shall not be included in such limit on “golden parachute payments” to Senior Partners). “Senior Executive Officers” means the Company’s “senior executive officers” as defined in Section 111 of the EESA and regulations issued or to be issued thereunder, including the rules set forth in 31 CFR Part 30 or any rules that replace 31 CFR Part 30; provided that, solely for the purposes of the foregoing sentence, “Senior Executive Officers” shall mean the Company’s “senior executive officers” as defined in Section 111 of the EESA and regulations issued thereunder, including the rules set forth in 31 CFR Part 30 that have been issued and are effective as of the Commencement Date.and

Executive Compensation. (a) During the Relevant Period, the Company shall take all necessary action to ensure that its Benefit Plans comply in all respects with Section 111 of the EESA, including the provisions for Systemically Significant Failing Institutions, as implemented by any guidance or regulation thereunder, including Notice 2008-PSSFI, any amendments to Notice 2008-PSSFI, or any other guidance or regulations under Section 111 of the EESA, as the same EnPro shall be in effect from time to time (“Compensation Regulations”), and solely responsible for any cash incentive compensation program that measures the performance of EnPro for the entire year of 2002 as though EnPro were an independent company for that time. EIP Employees shall not adopt any new Benefit Plan (i) that does not comply therewith or (ii) that does not expressly state and require that such Benefit Plan and any compensation thereunder shall be subject entitled to any relevant Compensation Regulations adopted, issued Management Incentive Plan or released on or after Senior Management Incentive Plan payment from Xxxxxxxx for the date any such Benefit Plan is adopted. To the extent that the Compensation Regulations change during the Relevant Period in a manner that requires changes to then-existing Benefit Plans, the Company shall effect such changes to its Benefit Plans as promptly as practicable after it has actual knowledge of such changes in order to be in compliance with this Section 4.10(a) (and shall be deemed to be in compliance for a reasonable period to effect such changes)year 2002. (1b) In addition to For purposes of the requirements set forth in Section 4.10(a) aboveXxxxxxxx Stock Option Plan, the Company shallDistribution Date shall result in the termination of employment for EIP Employees who are participants in such plan. As a result, during the Relevant Period, take all necessary action to limit any “golden parachute payments” to the employees of the Company unvested options shall be forfeited and the Company Subsidiaries period for exercising vested options shall expire 90 days after the Distribution Date. Options held by EIP Employees who participate in the Company’s Senior Partners Plan (the “Senior Partners”) are eligible to the amounts permitted by the regulations relating to participants in the EESA Capital Purchase Program and the guidelines and rules relating thereto, including the rules set forth in 31 CFR Part 30, that have been issued and are in effect retire as of the Commencement Distribution Date will be treated as though such employee retired as of the Distribution Date, as if such Senior Partners were Senior Executive Officers for . (c) For purposes of the EESA Xxxxxxxx Long-term Incentive Compensation (except "LTIP") program, EIP Employees who are participants in that equity denominated awards settled solely in equity shall not program will be included in such limit on “golden parachute payments” entitled to Senior Partners). “Senior Executive Officers” means the Company’s “senior executive officers” as defined in Section 111 a portion of the EESA and regulations issued or actual payout, when the applicable performance period ends, pro-rated to reflect the period of time through the Distribution Date; provided, however, that an EIP Employee must continue to be issued thereunder, including employed with EnPro or a subsidiary of EnPro on the rules set forth in 31 CFR Part 30 or any rules that replace 31 CFR Part 30; provided that, solely for the purposes last day of the foregoing sentence, “Senior Executive Officers” shall mean the Company’s “senior executive officers” as defined in Section 111 of the EESA and regulations issued thereunder, including the rules set forth in 31 CFR Part 30 that have been issued and are effective applicable performance period to be entitled to a LTIP payout pursuant to this paragraph. (d) Any Management Continuity Agreements with EIP Employees will be terminated as of the Commencement Distribution Date. (e) EnPro shall be responsible for any retention payments payable to EIP Employees after the Distribution Date pursuant to any retention agreements regardless of when such agreements were entered into. Xxxxxxxx shall provide EnPro with cash (in excess of the cash to be provided to EnPro for general working capital at the Distribution Date) in an amount sufficient to pay the retention payments which become payable upon the Distribution Date. (f) EIP Employees who owned restricted shares of Xxxxxxxx common stock shall have the Restricted Share Agreements to which they are a party amended to provide that the restrictions regarding transfer shall not cause a forfeiture of such shares on the Distribution Date, but instead shall cause a forfeiture upon termination of employment with EnPro. Xxxxxxxx shall provide EnPro with a list of EIP Employees who hold restricted shares. EnPro shall notify Xxxxxxxx in the event any EIP Employee who holds restricted shares ceases to be employed with EnPro.

Executive Compensation. (a) During the Relevant Period, the Company shall take all necessary action to ensure that its Benefit Plans comply in all respects with Section 111 of the EESA, including the provisions for Systemically Significant Failing Institutions, as implemented by any guidance or regulation thereunder, including Notice 2008-PSSFI, any amendments to Notice 2008-PSSFI, or any other guidance or regulations under Section 111 of the EESA, as the same shall be in effect from time to time (“Compensation Regulations”), and shall not adopt any new Benefit Plan (i) Effective as of the Closing Date, Purchaser shall adopt and establish a plan for the benefit of Business Employees that does contains terms and conditions (including but not comply therewith or (iilimited to eligibility requirements) that does not expressly state and require that such Benefit Plan and any compensation thereunder shall be subject are substantially similar to any relevant Compensation Regulations adopted, issued or released on or after the date any such Benefit Plan is adopted. To the extent that the Compensation Regulations change during the Relevant Period in a manner that requires changes to then-existing Benefit Plans, the Company shall effect such changes to its Benefit Plans as promptly as practicable after it has actual knowledge of such changes in order to be in compliance with this Section 4.10(a) (and shall be deemed to be in compliance for a reasonable period to effect such changes). (1) In addition to the requirements set forth in Section 4.10(a) above, the Company shall, during the Relevant Period, take all necessary action to limit any “golden parachute payments” to the employees those of the Company and the Company Subsidiaries who participate in the Company’s Senior Partners Westinghouse Executive Pension Plan (the “Senior Partners”) to the amounts permitted by the regulations relating to participants in the EESA Capital Purchase Program and the guidelines and rules relating thereto, including the rules set forth in 31 CFR Part 30, that have been issued and are in effect as of the Commencement Date, as if such Senior Partners were Senior Closing Date (the "WEC EXECUTIVE PLAN") and which provides credit for prior service and compensation under the WEC Executive Officers Plan for purposes of eligibility and benefit accrual (the EESA "PURCHASER EXECUTIVE PLAN"), provided, however, that the Purchaser Executive Plan will include provisions which are consistent with (except ii) through (iv) below and will have its benefits offset by the benefits provided under the WEC Executive Plan, the WEC Pension Plan and the Purchaser Pension Plan. The Purchaser Executive Plan shall be administered so that equity denominated awards settled the aggregate of the benefits under the WEC Executive Plan and the Purchaser Executive Plan are the same with respect to Business Employees as if the Business Employees were covered under the WEC Executive Plan and continued employment with Sellers. (ii) Purchaser shall continue the Purchaser Executive Plan without adverse effect, including provisions therein relating to early retirement and compensation increases, for a period not less than the Benefits Maintenance Period. (iii) The WEC Executive Plan shall retain liability, if any, for benefits earned to the Closing Date with respect to Business Employees, to be calculated pursuant to appropriate action to be taken by WEC with respect to the WEC Executive Plan to cause the WEC Executive Plan to take into consideration (i) credit for employment of Business Employees with the Purchaser and its Affiliates solely in equity shall not be included in such limit on “golden parachute payments” to Senior Partners). “Senior for purposes of calculating eligibility for the payment of benefits, (ii) that the Average Annual Compensation and Executive Officers” means the Company’s “senior executive officers” Benefit Service (both as defined in Section 111 the WEC Executive Plan) will be determined and frozen as of the EESA Closing Date, and regulations issued or to (iii) that the Purchaser and its Affiliates will be issued thereunder, including the rules set forth in 31 CFR Part 30 or any rules that replace 31 CFR Part 30; provided that, solely for the purposes of the foregoing sentence, “Senior Executive Officers” shall mean the Company’s “senior executive officers” considered a Designated Entity (as defined in Section 111 the WEC Executive Plan) solely for purposes of determining eligibility for the EESA payment (including suspension of payment) of benefits. Notwithstanding the foregoing, the WEC Executive Plan shall not recognize employment with the Business after the Purchaser and regulations issued thereunderits Affiliates have sold or divested the Business, including or a portion thereof as a result of a Disposition with respect to the rules set forth Business Employees who are transferred or terminated in 31 CFR Part 30 connection with such a sale or divesture. (iv) The Purchaser Executive Plan shall be solely responsible for (and the WEC Executive Plan shall not provide for) (x) any benefit that have been issued and are effective as of becomes payable with respect to Business Employees retiring after the Commencement Date.Closing Date that is the

Executive Compensation. (a) During the Relevant Period, the Company shall take all necessary action to ensure that its Benefit Plans comply in all respects with Section 111 of the EESA, including the provisions for Systemically Significant Failing Institutions, as implemented by any guidance or regulation thereunder, including Notice 2008-PSSFI, any amendments to Notice 2008-PSSFI, or any other guidance or regulations under Section 111 of the EESA, as the same EnPro shall be in effect from time to time (“Compensation Regulations”), and solely responsible for any cash incentive compensation program that measures the performance of EnPro for the entire year of 2002 as though EnPro were an independent company for that time. EIP Employees shall not adopt any new Benefit Plan (i) that does not comply therewith or (ii) that does not expressly state and require that such Benefit Plan and any compensation thereunder shall be subject entitled to any relevant Compensation Regulations adopted, issued Management Incentive Plan or released on or after Senior Management Incentive Plan payment from Goodrich for the date any such Benefit Plan is adopted. To the extent that the Compensation Regulations change during the Relevant Period in a manner that requires changes to then-existing Benefit Plans, the Company shall effect such changes to its Benefit Plans as promptly as practicable after it has actual knowledge of such changes in order to be in compliance with this Section 4.10(a) (and shall be deemed to be in compliance for a reasonable period to effect such changes)year 2002. (1b) In addition to For purposes of the requirements set forth in Section 4.10(a) aboveGoodrixx Xxxxx Option Plan, the Company shallDistribution Date shall result in the xxxxxxxtion of employment for EIP Employees who are participants in such plan. As a result, during the Relevant Period, take all necessary action to limit any “golden parachute payments” to the employees of the Company unvested options shall be forfeited and the Company Subsidiaries period for exercising vested options shall expire 90 days after the Distribution Date. Options held by EIP Employees who participate in the Company’s Senior Partners Plan (the “Senior Partners”) are eligible to the amounts permitted by the regulations relating to participants in the EESA Capital Purchase Program and the guidelines and rules relating thereto, including the rules set forth in 31 CFR Part 30, that have been issued and are in effect retire as of the Commencement Distribution Date will be treated as though such employee retired as of the Distribution Date, as if such Senior Partners were Senior Executive Officers for . (c) For purposes of the EESA Goodrich Long-term Incentive Compensation (except "LTIP") program, EIP Emploxxxx xxx are participants in that equity denominated awards settled solely in equity shall not program will be included in such limit on “golden parachute payments” entitled to Senior Partners). “Senior Executive Officers” means the Company’s “senior executive officers” as defined in Section 111 a portion of the EESA and regulations issued or actual payout, when the applicable performance period ends, pro-rated to reflect the period of time through the Distribution Date; provided, however, that an EIP Employee must continue to be issued thereunder, including employed with EnPro or a subsidiary of EnPro on the rules set forth in 31 CFR Part 30 or any rules that replace 31 CFR Part 30; provided that, solely for the purposes last day of the foregoing sentence, “Senior Executive Officers” shall mean the Company’s “senior executive officers” as defined in Section 111 of the EESA and regulations issued thereunder, including the rules set forth in 31 CFR Part 30 that have been issued and are effective applicable performance period to be entitled to a LTIP payout pursuant to this paragraph. (d) Any Management Continuity Agreements with EIP Employees will be terminated as of the Commencement Distribution Date. (e) EnPro shall be responsible for any retention payments payable to EIP Employees after the Distribution Date pursuant to any retention agreements regardless of when such agreements were entered into. Goodrich shall provide EnPro with cash (in excess of the cash to be pxxxxxxx to EnPro for general working capital at the Distribution Date) in an amount sufficient to pay the retention payments which become payable upon the Distribution Date. (f) EIP Employees who owned restricted shares of Goodrich common stock shall have the Restricted Share Agreements to wxxxx xxxy are a party amended to provide that the restrictions regarding transfer shall not cause a forfeiture of such shares on the Distribution Date, but instead shall cause a forfeiture upon termination of employment with EnPro. Goodrich shall provide EnPro with a list of EIP Employees who hold rexxxxxxxx shares. EnPro shall notify Goodrich in the event any EIP Employee who holds restricted shares cexxxx xx be employed with EnPro.

Executive Compensation. (a) During the Relevant Period, the Company shall take all necessary action to ensure that its Benefit Plans comply in all respects with Section 111 of the EESA, including the provisions for Systemically Significant Failing Institutions, as implemented by any guidance or regulation thereunder, including Notice 2008-PSSFI, any amendments to Notice 2008-PSSFI, or any other guidance or regulations under Section 111 of the EESA, as the same shall be in effect from time to time (“Compensation Regulations”), and shall not adopt any new Benefit Plan (i) that does not comply therewith or (ii) that does not expressly state and require that such Benefit Plan and any compensation thereunder shall be subject to any relevant Compensation Regulations adopted, issued or released on or after the date any such Benefit Plan is adopted. To the extent that the Compensation Regulations change during the Relevant Period in a manner that requires changes to then-existing Benefit Plans, the Company shall effect such changes to its Benefit Plans as promptly as practicable after it has actual knowledge of such changes in order to be in compliance with this Section 4.10(a4.9(a) (and shall be deemed to be in compliance for a reasonable period to effect such changes). (1) In addition to the requirements set forth in Section 4.10(a4.9(a) above, the Company shall, during the Relevant Period, take all necessary action to limit any “golden parachute payments” to the employees of the Company and the Company Subsidiaries who participate in the Company’s Senior Partners Plan (the “Senior Partners”) to the amounts permitted by the regulations relating to participants in the EESA Capital Purchase Program and the guidelines and rules relating thereto, including the rules set forth in 31 CFR Part 30, that have been issued and are in effect as of the Commencement Closing Date, as if such Senior Partners were Senior Executive Officers for purposes of the EESA (except that equity denominated awards settled solely in equity shall not be included in such limit on “golden parachute payments” to Senior Partners). “Senior Executive Officers” means the Company’s “senior executive officers” as defined in Section 111 of the EESA and regulations issued or to be issued thereunder, including the rules set forth in 31 CFR Part 30 or any rules that replace 31 CFR Part 30; provided that, solely for the purposes of the foregoing sentence, “Senior Executive Officers” shall mean the Company’s “senior executive officers” as defined in Section 111 of the EESA and regulations issued thereunder, including the rules set forth in 31 CFR Part 30 that have been issued and are effective as of the Commencement Closing Date.

Executive Compensation. (a) During the Relevant Period, the Company shall take all necessary action to ensure that its Benefit Plans comply in all respects with Section 111 of the EESA, including the provisions for Systemically Significant Failing Institutions, as implemented by any guidance or regulation thereunder, including Notice 2008-PSSFI, any amendments to Notice 2008-PSSFI, or any other guidance or regulations under Section 111 of the EESA, as the same shall be in effect from time to time (“Compensation Regulations”), and shall not adopt any new Benefit Plan (i) Effective as of the Closing Date, ---------------------- Purchaser shall adopt and establish a plan for the benefit of Business Employees that does contains terms and conditions (including but not comply therewith or (iilimited to eligibility requirements) that does not expressly state and require that such Benefit Plan and any compensation thereunder shall be subject are substantially similar to any relevant Compensation Regulations adopted, issued or released on or after the date any such Benefit Plan is adopted. To the extent that the Compensation Regulations change during the Relevant Period in a manner that requires changes to then-existing Benefit Plans, the Company shall effect such changes to its Benefit Plans as promptly as practicable after it has actual knowledge of such changes in order to be in compliance with this Section 4.10(a) (and shall be deemed to be in compliance for a reasonable period to effect such changes). (1) In addition to the requirements set forth in Section 4.10(a) above, the Company shall, during the Relevant Period, take all necessary action to limit any “golden parachute payments” to the employees those of the Company and the Company Subsidiaries who participate in the Company’s Senior Partners Westinghouse Executive Pension Plan (the “Senior Partners”) to the amounts permitted by the regulations relating to participants in the EESA Capital Purchase Program and the guidelines and rules relating thereto, including the rules set forth in 31 CFR Part 30, that have been issued and are in effect as of the Commencement Date, as if such Senior Partners were Senior Closing Date (the "WELCO Executive Officers --------------- Plan") and which provides credit for prior service and compensation under the ---- WELCO Executive Plan for purposes of eligibility and benefit accrual (the EESA "Purchaser Executive Plan"), provided, however, that the Purchaser Executive ------------------------ Plan will include provisions which are consistent with (except ii) through (iv) below and will have its benefits offset by the benefits provided under the WELCO Executive Plan, the WELCO Pension Plan and the Purchaser Pension Plan. The Purchaser Executive Plan shall be administered so that equity denominated awards settled the aggregate of the benefits under the WELCO Executive Plan and the Purchaser Executive Plan are the same with respect to Business Employees as if the Business Employees were covered under the WELCO Executive Plan and continued employment with Sellers. (ii) Purchaser shall continue the Purchaser Executive Plan without adverse effect, including provisions therein relating to early retirement and compensation increases, for a period not less than the Benefits Maintenance Period. (iii) The WELCO Executive Plan shall retain liability, if any, for benefits earned to the Closing Date with respect to Business Employees, to be calculated pursuant to appropriate action to be taken by CBS with respect to the WELCO Executive Plan to cause the WELCO Executive Plan to take into consideration (i) credit for employment of Business Employees with the Purchaser and its Affiliates solely in equity shall not be included in such limit on “golden parachute payments” to Senior Partners). “Senior for purposes of calculating eligibility for the payment of benefits, (ii) that the Average Annual Compensation and Executive Officers” means the Company’s “senior executive officers” Benefit Service (both as defined in Section 111 the WELCO Executive Plan) will be determined and frozen as of the EESA Closing Date, and regulations issued or to (iii) that the Purchaser and its Affiliates will be issued thereunder, including the rules set forth in 31 CFR Part 30 or any rules that replace 31 CFR Part 30; provided that, solely for the purposes of the foregoing sentence, “Senior Executive Officers” shall mean the Company’s “senior executive officers” considered a Designated Entity (as defined in the WELCO Executive Plan) solely for purposes of determining eligibility for the payment (including suspension of payment) of benefits. Notwithstanding the foregoing, the WELCO Executive Plan shall not recognize employment with the Business after the Purchaser and its Affiliates have sold or divested the Business, or a portion thereof as a result of a Disposition with respect to the Business Employees who are transferred or terminated in connection with such a sale or divesture. (iv) The Purchaser Executive Plan (or, if none, Purchaser) shall be solely responsible for (and the WELCO Executive Plan shall not provide for) (x) any benefit that becomes payable with respect to Business Employees retiring after the Closing Date that is the result of a Pension Event (i.e. the benefit would not be payable absent such an event) or (y) any other early retirement subsidy or supplement that is not described in (iii) above. (v) Purchaser shall indemnify CBS for any actuarial losses (based on the same actuarial assumptions and methods used for purposes of determining actuarial losses under Section 111 5.5(d)(iv)) with respect to the CBS Executive Plan resulting from any Business Employee commencing the receipt of benefits prior to their Normal Retirement Date (as defined in the EESA WELCO Pension Plan) and regulations issued thereunderthat is attributable to a Pension Event. Purchaser shall cooperate with WELCO in providing data to CBS to enable the determination of actuarial losses. Notwithstanding any other provision in this Agreement to the contrary, including this indemnity shall survive the rules set forth in 31 CFR Part 30 that have been issued and are effective as of the Commencement DateClosing Date without limitation.