SETTLEMENT AGREEMENT, dated this 11th day of April, 2008 (this “Agreement”), by and among Steel Partners II, L.P., Steel Partners II GP LLC, Steel Partners II Master Fund L.P., Steel Partners LLC, Warren G. Lichtenstein, James R. Henderson, John J....Settlement Agreement • April 11th, 2008 • Enpro Industries, Inc • Gaskets, packg & sealg devices & rubber & plastics hose • New York
WHEREAS, the Steel Partners Group (i) is engaged in a solicitation of proxies for the election of an opposition slate of nominees (the “Contested Election”) to the Company’s Board of Directors (the “Board”) at the 2008 annual meeting of shareholders of the Company (the “2008 Annual Meeting”) and (ii) has taken certain actions in furtherance thereof, including but not limited to filing a definitive proxy statement with the United States Securities and Exchange Commission (the “SEC”) on March 26, 2008 (the “Steel Partners Group Proxy Statement”) and, in the letter dated as of February 12, 2008 and other communications related thereto, requesting to inspect certain of the Company’s books and records pursuant to Section 55-16-02 of the North Carolina Business Corporation Act (such letter and related requests, the “Demand”); and
