ENPRO INDUSTRIES INC
MANAGEMENT CONTINUITY AGREEMENT/SCHAUB
<DOCUMENT>
<TYPE>EX-10.21
<SEQUENCE>10
<FILENAME>g81057exv10w21.txt
<DESCRIPTION>MANAGEMENT CONTINUITY AGREEMENT/SCHAUB
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.21

                         MANAGEMENT CONTINUITY AGREEMENT


         THIS AGREEMENT dated as of this 1st day of August, 2002 between Ernest
F. Schaub (the "Executive") and EnPro Industries, Inc., a North Carolina
corporation (the "Company").

         WHEREAS, the Company considers it essential to the best interests of
its shareholders to foster the continuous employment of key management personnel
in the event there is, or is threatened, a change in control of the Company; and

         WHEREAS, the Company recognizes that the uncertainty and questions
which may arise among key management in connection with the possibility of a
change in control may result in the departure or distraction of key management
personnel to the detriment of the Company and its shareholders; and

         WHEREAS, the Company desires to provide certain protection to Executive
in the event of a change in control of the Company as set forth in this
Agreement in order to induce Executive to remain in the employ of the Company
notwithstanding any risks and uncertainties created by the possibility of a
change in control of the Company;

                                   WITNESSETH:

         NOW, THEREFORE, in consideration of the foregoing and the mutual
promises herein contained, the parties agree as follows:

         1. TERM. The "Term" of this Agreement shall mean the period commencing
on the date hereof and ending thirty-six (36) months after such date; provided,
however, that commencing on the date one year after the date hereof, and on each
annual anniversary of such date (such date and each annual anniversary thereof
shall be hereinafter referred to as the "Renewal Date"), the Term shall be
automatically extended so as to terminate thirty-six (36) months from such
Renewal Date, unless at least sixty (60) days prior to the Renewal Date the
Company shall give notice to the Executive that the Term shall not be so
extended.

         2. PERIOD OF EMPLOYMENT. Executive's "Period of Employment" shall
commence on the date on which a Change in Control occurs during the Term and
shall end on the date that is thirty-six (36) months after the date on which
such Change in Control occurs (subject to the provisions of Section 20 below
pursuant to which the Period of Employment may be deemed to have commenced prior
to the date of a Change in Control in certain circumstances).

         3. CERTAIN DEFINITIONS. For purposes of this Agreement:

                  "Board" shall mean the Board of Directors of the Company.

                  "Cause" shall mean Executive's termination of employment with
         the Company due to (A) the willful and continued failure by Executive
         to substantially perform Executive's duties with the Company, which
         failure causes material and demonstrable injury to the Company (other

<PAGE>

         than any such failure resulting from Executive's incapacity due to
         physical or mental illness), after a demand for substantial performance
         is delivered to Executive by the Board which specifically identifies
         the manner in which the Board believes that Executive has not
         substantially performed Executive's duties, and after Executive has
         been given a period (hereinafter known as the "Cure Period") of at
         least thirty (30) days to correct Executive's performance, or (B) the
         willful engaging by Executive in other gross misconduct materially and
         demonstrably injurious to the Company. For purposes hereof, no act, or
         failure to act, on Executive's part shall be considered "willful"
         unless conclusively demonstrated to have been done, or omitted to be
         done, by Executive not in good faith and without reasonable belief that
         Executive's action or omission was in the best interests of the
         Company. Notwithstanding the foregoing, Executive shall not be deemed
         to have been terminated for Cause unless and until there shall have
         been delivered to Executive a Notice of Termination which shall include
         a copy of a resolution duly adopted by the affirmative vote of not less
         than three-quarters of the entire membership of the Board at a meeting
         of the Board called and held for the purpose (after reasonable notice
         to Executive and an opportunity for Executive, together with
         Executive's counsel, to be heard before the Board), finding that in the
         good faith opinion of the Board Executive was guilty of conduct set
         forth above in clause (A) (including the expiration of the Cure Period
         without the correction of Executive's performance) or clause (B) above
         and specifying the particulars thereof in detail.

                  "Change in Control" shall mean:

                           (i) The acquisition by any individual, entity or
                  group (within the meaning of Section 13(d)(3) or 14(d)(2) of
                  the Securities Exchange Act of 1934, as amended (the "Exchange
                  Act")), of beneficial ownership (within the meaning of Rule
                  13d-3 promulgated under the Exchange Act) of 20% or more of
                  either (A) the then outstanding shares of common stock of the
                  Company (the "Outstanding Company Common Stock") or (B) the
                  combined voting power of the then outstanding voting
                  securities of the Company entitled to vote generally in the
                  election of directors (the "Outstanding Company Voting
                  Securities"); provided, however, that the following
                  acquisitions shall not constitute a Change in Control: (A) any
                  acquisition directly from the Company (other than by exercise
                  of a conversion privilege), (B) any acquisition by the Company
                  or any of its subsidiaries, (C) any acquisition by any
                  employee benefit plan (or related trust) sponsored or
                  maintained by the Company or any of its subsidiaries or (D)
                  any acquisition by any company with respect to which,
                  following such acquisition, more than 70% of, respectively,
                  the then outstanding shares of common stock of such company
                  and the combined voting power of the then outstanding voting
                  securities of such company entitled to vote generally in the
                  election of directors is then beneficially owned, directly or
                  indirectly, by all or substantially all of the individuals and
                  entities who were the beneficial owners, respectively, of the
                  Outstanding Company Common Stock and Outstanding Company
                  Voting Securities immediately prior to such acquisition in
                  substantially the same proportions as their ownership, solely
                  in their capacity as shareholders of the Company, immediately
                  prior to such



                                       2
<PAGE>

                  acquisition, of the Outstanding Company Common Stock and
                  Outstanding Company Voting Securities, as the case may be; or

                           (ii) individuals who, as of the Distribution Date (as
                  such term is defined in the Distribution Agreement among
                  Goodrich Corporation, EnPro Industries, Inc. and Coltec
                  Industries Inc), constitute the Board (the "Incumbent Board")
                  cease for any reason to constitute at least a majority of the
                  Board; provided, however, that any individual becoming a
                  director subsequent to the Distribution Date whose election,
                  or nomination for election by the Company's shareholders, was
                  approved by a vote of at least a majority of the directors
                  then comprising the Incumbent Board shall be considered as
                  though such individual were a member of the Incumbent Board,
                  but excluding, for this purpose, any such individual whose
                  initial assumption of office occurs as a result of either an
                  actual or threatened election contest; or

                           (iii) consummation of a reorganization, merger or
                  consolidation, in each case, with respect to which all or
                  substantially all of the individuals and entities who were the
                  beneficial owners, respectively, of the Outstanding Company
                  Common Stock and Outstanding Company Voting Securities
                  immediately prior to such reorganization, merger or
                  consolidation, do not, following such reorganization, merger
                  or consolidation, beneficially own, directly or indirectly,
                  solely in their capacity as shareholders of the Company, more
                  than 70% of, respectively, the then outstanding shares of
                  common stock and the combined voting power of the then
                  outstanding voting securities entitled to vote generally in
                  the election of directors, as the case may be, of the company
                  resulting from such reorganization, merger or consolidation in
                  substantially the same proportions as their ownership,
                  immediately prior to such reorganization, merger or
                  consolidation of the Outstanding Company Common Stock and
                  Outstanding Company Voting Securities, as the case may be; or

                           (iv) consummation of (A) a complete liquidation or
                  dissolution of the Company or (B) a sale or other disposition
                  of all or substantially all of the assets of the Company,
                  other than to a company, with respect to which following such
                  sale or other disposition, more than 70% of, respectively, the
                  then outstanding shares of common stock of such company and
                  the combined voting power of the then outstanding voting
                  securities of such company entitled to vote generally in the
                  election of directors is then beneficially owned, directly or
                  indirectly, by all or substantially all of the individuals and
                  entities, solely in their capacity as shareholders of the
                  Company, who were the beneficial owners, respectively, of the
                  Outstanding Company Common Stock and Outstanding Company
                  Voting Securities immediately prior to such sale or other
                  disposition in substantially the same proportion as their
                  ownership, immediately prior to such sale or other
                  disposition, of the Outstanding Company Common Stock and
                  Outstanding Company Voting Securities, as the case may be.



                                       3
<PAGE>

                  "Date of Termination" is as defined in Section 8 below.

                  "Good Reason" shall mean:

                           (i) without Executive's express written consent, (A)
                  the assignment to Executive of any new duties or
                  responsibilities substantially inconsistent in character with
                  Executive's duties and responsibilities within the Company
                  immediately prior to a Change in Control, (B) any substantial
                  adverse change in Executive's duties and responsibilities as
                  in effect immediately prior to a Change in Control, including,
                  but not limited to, a reduction in duties or responsibilities
                  which occurs because the Company is no longer an independent
                  publicly-held entity, (C) any removal of Executive from or any
                  failure to re-elect Executive to any director position of the
                  Company, (D) a change in the annual or long term incentive
                  plan in which Executive currently participates such that
                  Executive's opportunity to earn incentive compensation is
                  impaired, (E) a material reduction in the aggregate value of
                  Company perquisites made available to Executive, (F) an
                  elimination or material impairment of Executive's ability to
                  participate in retirement plans comparable to those in which
                  Executive currently participates, (G) any substantial increase
                  in Executive's obligation to travel on the Company's business
                  over Executive's present business travel obligations, or (H)
                  an elimination or material impairment of Executive's ability
                  to receive stock options with values comparable to those
                  Executive was granted within the one year period preceding the
                  commencement of the Period of Employment;

                           (ii) the failure of the Company to comply with any
                  other of its obligations under Section 4 herein;

                           (iii) the relocation of the offices of the Company at
                  which Executive was employed immediately prior to the Change
                  in Control to a location which is more than fifty (50) miles
                  from such prior location, or the failure of the Company to (A)
                  pay or reimburse Executive, in accordance with the Company's
                  relocation policy for its employees in existence immediately
                  prior to a Change in Control, for all reasonable costs and
                  expenses; plus "gross ups" referred to in such policy incurred
                  by Executive relating to a change of Executive's principal
                  residence in connection with any relocation of the Company's
                  offices to which Executive consents, and (B) indemnify
                  Executive against any loss (defined as the difference between
                  the actual sale price of such residence and the higher of (1)
                  Executive's aggregate investment in such residence or (2) the
                  fair market value of such residence as determined by the
                  relocation management organization used by the Company
                  immediately prior to the Change in Control (or other real
                  estate appraiser designated by Executive and reasonably
                  satisfactory to the Company)) realized in the



                                       4
<PAGE>

                  sale of Executive's principal residence in connection with any
                  such change of residence;

                           (iv) the failure of the Company to obtain the
                  assumption of and the agreement to perform this Agreement by
                  any successor as contemplated in Section 11 hereof; or

                           (v) any purported termination of Executive's
                  employment during the Period of Employment which is not
                  effected pursuant to a Notice of Termination satisfying the
                  requirements of Section 7 hereof.

                  "Incapacity Discharge" means Executive's termination of
         employment with the Company if, as a result of Executive's incapacity
         due to physical or mental illness, Executive shall have been absent
         from Executive's duties with the Company on a full-time basis for
         one-hundred twenty (120) consecutive business days, and within thirty
         (30) days after a written Notice of Termination is given, Executive
         shall not have returned to the full-time performance of Executive's
         duties.

                  "Mandatory Retirement Date" shall mean the compulsory
         retirement date, if any, established by the Company for those
         executives of the Company who, by reason of their positions and the
         size of their nonforfeitable annual retirement benefits under the
         Company's pension, profit-sharing, and deferred compensation plans, are
         exempt from, the provisions of the Age Discrimination in Employment
         Act, 29 U.S.C. Sections 621, et seq, which date shall not in any event
         be earlier for any executive than the last day of the month in which
         such Executive reaches age 65.

                  "Notice of Termination" is as defined in Section 7 below.

                  "Payment Period" shall mean thirty-six (36) months, provided
         that the Payment Period shall not exceed the number of whole calendar
         months between the Executive's Date of Termination and Mandatory
         Retirement Date (if applicable).

         4. COMPENSATION DURING PERIOD OF EMPLOYMENT. For so long during
Executive's Period of Employment as Executive is an employee of the Company, the
Company shall be obligated to compensate Executive as follows:

                  (a) Executive shall continue to receive Executive's full base
salary at the rate in effect immediately prior to the Change in Control.
Executive's base salary shall be increased annually, with each such increase due
on the anniversary date of Executive's most recent previous increase. Each such
increase shall be no less than an amount which at least equals on a percentage
basis the mean of the annualized percentage increases in base salary for all
elected officers of the Company during the two full calendar years immediately
preceding the Change in Control.

                  (b) Executive shall continue to participate in all benefit and
compensation plans (including but not limited to the Equity Compensation Plan,
Long-Term Incentive Program, Performance Share Deferred Compensation Plan,
Annual Performance Plan,



                                       5
<PAGE>

Executive Life Insurance Program, Deferred Compensation Plan, Defined Benefit
Restoration Plan, Supplemental Executive Retirement Plan, pension plan, savings
plan, flexible benefits plan, life insurance plan, health and accident plan or
disability plan) in which Executive was participating immediately prior to the
Change in Control, or in plans providing substantially similar benefits, in
either case upon terms and conditions and at levels at least as favorable as
those provided to Executive under the plans in which Executive was participating
immediately prior to the Change in Control;

                  (c) Executive shall continue to receive all fringe benefits,
perquisites, and similar arrangements which Executive was entitled to receive
immediately prior to the Change in Control; and

                  (d) Executive shall continue to receive annually the number of
paid vacation days and holidays Executive was entitled to receive immediately
prior to the Change in Control.

         5. COMPENSATION UPON TERMINATION OF EMPLOYMENT. The following
provisions set forth the benefits that may become payable to Executive upon
termination of employment with the Company during the Period of Employment in
accordance with, and subject to, the provisions of Section 6 below:

                  (a) By not later than the fifth business day following the
Date of Termination, the Company shall pay Executive in a lump sum an amount
equal to the sum of the following:

                           (i) any base salary that is earned but unpaid as of
                  the Date of Termination;

                           (ii) a pro rata portion of the "target incentive
                  amount" under the Annual Performance Plan for the calendar
                  year in which the Date of Termination occurs (based on the
                  number of calendar days in such calendar year completed
                  through the Date of Termination); and

                           (iii) a pro rata portion of the "calculated market
                  value" of the phantom Performance Shares, if any, awarded to
                  Executive under the Company's Long-Term Incentive Program (the
                  "LTIP") for each Plan Cycle under the LTIP that has not been
                  completed as of the Date of Termination, determined as
                  follows:

                                    (A) The performance for each such Plan Cycle
                           under the applicable LTIP award agreement shall be
                           determined based on (x) for any completed calendar
                           year of the Plan Cycle as of the Date of Termination,
                           actual performance for the calendar year, (y) for the
                           calendar year in which the Date of Termination occurs
                           if at least one calendar quarter has been completed
                           during such calendar year, the greater of target
                           performance for the calendar year or actual
                           performance for the completed calendar quarter(s) for
                           the calendar year annualized for the year, and (z)
                           for any other calendar years of the Plan Cycle,
                           target performance for the calendar year.



                                       6
<PAGE>

                                    (B) The number of phantom Performance Shares
                           for each such Plan Cycle shall be adjusted in
                           accordance with the formula set forth in the
                           applicable LTIP award agreement based on the
                           performance for the Plan Cycle determined under
                           paragraph (A) above.

                                    (C) The pro rata portion of the "calculated
                           market value" of the number of phantom Performance
                           Shares adjusted in accordance with paragraph (B)
                           above shall be based on the number of calendar days
                           in the Plan Cycle completed through the Date of
                           Termination.

Section 5(c) below sets for the method for determining the "target incentive
amount" under the Annual Performance Plan and the "calculated market value" of
phantom Performance Shares under the LTIP. Any amounts payable under Sections
5(a)(ii) or (iii) above shall be offset dollar-for-dollar by any pro rata
payments otherwise provided for under the Annual Performance Plan or the LTIP.

                  (b) In lieu of any salary payments that Executive would have
received if he had continued in the employment of the Company during the Payment
Period, the Company shall pay to Executive in a lump sum, by not later than the
fifth business day following the Date of Termination, an amount equal to
one-twelfth of Executive's annualized base salary in effect immediately prior to
the Date of Termination, multiplied by the number of months in the Payment
Period.

                  (c) By not later than the fifth day following the Date of
Termination, the Company shall pay Executive in a lump sum an amount equal to
the sum of:

                           (i) under the Annual Performance Plan (and in lieu of
                  any further awards under the Annual Performance Plan that
                  Executive would have received if he had continued in the
                  employment of the Company during the Payment Period), the
                  number of months in the Payment Period multiplied by the
                  greatest of one-twelfth of: (A) the amount most recently paid
                  to Executive for a full calendar year; (B) Executive's "target
                  incentive amount" for the calendar year in which his Date of
                  Termination occurs; or (C) Executive's "target incentive
                  amount" in effect prior to the Change in Control for the
                  calendar year in which the Change in Control occurs; plus, if
                  applicable,

                           (ii) under the LTIP (and in lieu of any further
                  grants under the LTIP that Executive would have received if he
                  had continued in the employment of the Company during the
                  Payment Period), twenty-four (24) multiplied by the greatest
                  of: (A) with respect to the most recently completed Plan Cycle
                  as of the Date of Termination, one-twelfth of the "calculated
                  market value" of the Performance Shares actually awarded
                  Executive (including the value of any Performance Shares
                  Executive may have elected to defer under the Performance
                  Share Deferred Compensation Program); (B) with respect to the
                  most recently commenced Plan Cycle under the LTIP (if
                  Executive is a participant in such Plan Cycle) prior to
                  Executive's Date of Termination, one-twelfth of the
                  "calculated



                                       7
<PAGE>

                  market value" of the phantom Performance Shares, if any,
                  awarded to Executive; or (C) with respect to the most recently
                  commenced Plan Cycle prior to the date of the occurrence of
                  the Change in Control, one-twelfth of the "calculated market
                  value" of the phantom Performance Shares, if any, awarded to
                  Executive.

                           For purposes of this Section 5, Executive's "target
incentive amount" under the Annual Performance Plan for a given calendar year
(i.e., the calendar year in which the Date of Termination occurs or the Change
in Control occurs, as applicable) is determined by multiplying (i) Executive's
annualized total gross base salary for the calendar year by (ii) the incentive
target percentage which is applicable to Executive's incentive category under
the Annual Performance Plan for the calendar year. For purposes of this Section
5, the "calculated market value" of each Performance Share actually awarded upon
completion of a Plan Cycle, Performance Share deferred under the Performance
Share Deferred Compensation Program or phantom Performance Share granted under
the LTIP shall be the mean of the high and low prices of the Company's common
stock on the relevant date 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 a sale was made multiplied by the number
of shares involved in the calculation. The relevant date for Section 5(a)(iii)
and clauses 5(c)(ii)(B) and 5(c)(ii)(C) is the date upon which the Compensation
Committee ("Committee") of the Board of Directors awarded the phantom
Performance Shares in question; for clause 5(c)(ii)(A) the relevant date is the
date on which the Committee made a determination of attainment of financial
objectives and awarded Performance Shares (including any Performance Shares
Executive may have elected to defer under the Performance Share Deferred
Compensation Program).

                           Any payments received pursuant to Sections 5(c)(i) or
(ii) above shall be in addition to, and not in lieu of, any payments required to
be made to Executive as the result of the happening of an event that would
constitute a change in control pursuant to the provisions of the Annual
Performance Plan or LTIP, as applicable.

                  (d) If Executive is under age 55, or over the age of 55 but
not eligible to retire, at the Date of Termination the Company shall maintain in
full force and effect, for Executive's continued benefit, for the Payment
Period, all health and welfare benefit plans and programs or arrangements in
which Executive was entitled to participate immediately prior to the Date of
Termination (or such other comparable plans, programs or arrangements that
provide, in the aggregate, benefits which have an economic value at least as
favorable to Executive as those plans, programs and arrangements in which
Executive participated prior to the Date of Termination), as long as Executive's
continued participation is possible under the general terms and provisions of
such plans and programs. In the event that Executive's participation in any such
plan or program is barred or modified, the Company shall provide Executive with
benefits substantially similar to those to which Executive would have been
entitled to receive under such plans and programs, had Executive continued to
participate in them as an Executive of the Company plus an amount in cash equal
to the amount necessary to cause the amount of the aggregate after-tax
compensation and employee benefits Executive receive pursuant to this provision
to be equal to the aggregate after-tax value of the benefits which Executive
would have received if Executive continued to receive such benefits as an
employee. If Executive is age 55 or over and eligible to retire on the Date of
Termination, the Company shall provide



                                       8
<PAGE>

Executive with those health and welfare benefits to which Executive would be
entitled under the Company's general retirement policies if Executive retired on
the Date of Termination with the Company paying that percentage of the premium
cost of the plans which it would have paid under the terms of the plans in
effect immediately prior to the Change of Control with respect to individuals
who retire at age 65, regardless of Executive's actual age on the Termination
Date, provided such benefits would be at least equal to those which would have
been payable if Executive had been eligible to retire and had retired
immediately prior to the Change in Control.

                  (e) The Company shall for the Payment Period continue, and
Executive shall be entitled to receive fringe benefit programs, perquisites, and
similar arrangements (which, by way of illustration and not limitation, shall
include: company car, health, dining and country club memberships, financial
planning services, telecommunications services, home security systems and the
like) which in the aggregate have an economic value at least as favorable to
Executive as those Executive was entitled to receive or participate in
immediately prior to the Date of Termination. In addition and notwithstanding
any provision of the Company's 2002 Equity Compensation Plan (or any comparable
equity award plan of the Company) or any applicable award agreement thereunder
to the contrary, Executive may exercise any of Executive's stock options that
are vested as of Executive's Date of Termination at any time during the Payment
Period (but not exceeding the original expiration date of the options).

                  (f) The Company shall, in addition to the benefits to which
Executive is entitled under the retirement plans or programs sponsored by the
Company or its affiliates in which Executive participates (including without
limitation any Supplemental Executive Retirement Plan in which Executive
participates, if applicable), pay Executive in a lump sum in cash by no later
than the fifth day following the Date of Termination an amount equal to the
actuarial equivalent of the retirement pension to which Executive would have
been entitled under the terms of such retirement plans or programs had Executive
accumulated additional years of continuous service under such plans equal in
length to Executive's Payment Period. The length of the Payment Period will be
added to total years of continuous service for determining vesting, the amount
of benefit accrual, to the age which Executive will be considered to be for the
purposes of determining eligibility for normal or early retirement calculations
and the age used for determining the amount of any actuarial reduction. For the
purposes of calculating the additional benefit accrual under this paragraph, the
amount of compensation Executive will be deemed to have received during each
month of Executive's Payment Period shall be equal to the sum of Executive's
annual base salary prorated on a monthly basis as provided for under Section
4(a) immediately prior to the Date of Termination (including salary increases),
plus under the Company's Annual Performance Plan the greatest of one-twelfth of:

                           (i) the amount most recently paid to Executive for a
                  full calendar year,

                           (ii) Executive's "target incentive amount" for the
                  calendar year in which Executive's Date of Termination occurs,
                  or



                                       9
<PAGE>

                           (iii) Executive's "target incentive amount" in effect
                  prior to the Change in Control for the calendar year in which
                  the Change in Control occurs.

Attached as Exhibit 1 is an illustration, not intending to be exhaustive, of
examples of how inclusion of the Payment Period may affect the calculation of
Executive's retirement benefit.

                  (g) In no event shall any amount payable to Executive
described in this Section 5 be considered compensation or earnings under any
pension, savings or other retirement plan of the Company.

         6. TERMINATION.

                  (a) TERMINATION WITHOUT COMPENSATION. If Executive's
employment is terminated for any of the following reasons, Executive shall not
be entitled by virtue of this Agreement to any of the benefits provided in the
foregoing Section 5:

                           (i) If, prior to the commencement of the Period of
                  Employment, Executive's employment with the Company is
                  terminated at any time for any reason, including without
                  limitation due to (A) Executive's death, (B) an Incapacity
                  Discharge, (C) a termination initiated by the Company with or
                  without Cause or (D) resignation, retirement or other
                  termination initiated by Executive with or without Good
                  Reason, subject, however, to the provisions of Section 20
                  below.

                           (ii) If Executive's employment with the Company is
                  terminated during the Period of Employment with Cause.

                           (iii) If Executive resigns, retires or otherwise
                  voluntarily terminates employment with the Company during the
                  Period of Employment without Good Reason.

                  (b) TERMINATION WITH COMPENSATION. If Executive's employment
is terminated for any of the following reasons, Executive shall be entitled by
virtue of this Agreement to the benefits provided in the foregoing Section 5 as
follows:

                           (i) If, during the Period of Employment, the Company
                  discharges Executive other than for Cause, Executive shall
                  receive all of the benefits and payments provided in Section
                  5.

                           (ii) Executive may terminate his employment with the
                  Company at any time during the Period of Employment for Good
                  Reason ("Good Reason Termination") and shall receive all of
                  the benefits and payments provided in Section 5.

                           (iii) If, during the Period of Employment, Executive
                  either (A) retires from employment with the Company or (B) if
                  the Company discharges Executive due to an Incapacity
                  Discharge, in either case while Executive has cause to


                                       10
<PAGE>

                  terminate his employment as a Good Reason Termination (whether
                  or not Executive has provided Notice of Termination to the
                  Company pursuant to Section 7), Executive shall receive all of
                  the benefits and payments provided in Section 5.

                           (iv) If Executive dies while employed by the Company
                  during the Period of Employment while having cause to
                  terminate his employment as a Good Reason Termination (whether
                  or not Executive has provided Notice of Termination to the
                  Company pursuant to Section 7), Executive's beneficiary or
                  beneficiaries named on Exhibit 2 to this Agreement (or
                  Executive's estate if he has not named a beneficiary) shall be
                  entitled to receive those payments provided under Sections
                  5(a), 5(b) and 5(c) of this Agreement in addition to any
                  benefits that such beneficiaries would be entitled under any
                  other plan, program or policy of the Company as a result of
                  Executive's employment with the Company.

                           (v) Executive may become eligible for the benefits
                  and payments under Section 5 for termination of employment
                  prior to a Change in Control in accordance with, and subject
                  to, the provisions of Section 20 below.

         7. NOTICE OF TERMINATION. Any termination of Executive's employment by
the Company or any termination by Executive as a Good Reason Termination shall
be communicated by written notice to the other party hereto. For purposes of
this Agreement, such notice shall be referred to as a "Notice of Termination."
Such notice shall, to the extent applicable, set forth the specific reason for
termination, and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of Executive's
employment under the provision so indicated.

         8. DATE OF TERMINATION. "Date of Termination" shall mean:

                  (a) If Executive terminates Executive's employment as a Good
Reason Termination, the date specified in the Notice of Termination, but in no
event more than sixty (60) days after Notice of Termination is given.

                  (b) If Executive's employment is terminated with Cause, the
date on which a Notice of Termination is given, except that the Date of
Termination shall not be any date prior to the date on which the Cure Period
expires without the correction of Executive's performance (if applicable).

                  (c) If Executive's employment pursuant to this Agreement is
terminated following absence due to physical incapacity as an Incapacity
Discharge, then the Date of Termination shall be thirty (30) days after Notice
of Termination is given (provided that Executive shall not have returned to the
performance of Executive's duties on a full-time basis during such thirty (30)
day period).

                  (d) A termination of employment by either the Company or by
Executive shall not affect any rights Executive or Executive's surviving spouse
or beneficiaries may have



                                       11
<PAGE>

pursuant to any other agreement or plan of the Company providing benefits to
Executive, except as provided in such agreement or plan.

         9. CERTAIN ADDITIONAL PAYMENTS.

                  (a) Anything in this Agreement to the contrary
notwithstanding, in the event it shall be determined that any payment or
distribution by the Company to Executive or for Executive's benefit (whether
paid or payable or distributed or distributable pursuant to the terms of this
Agreement or otherwise, but determined without regard to any additional payments
required under this Section 9) (a "Payment") would be subject to the excise tax
imposed by Section 4999 (or any successor provisions) of the Internal Revenue
Code of 1986, as amended (the "Code"), or any interest or penalty is incurred by
Executive with respect to such excise tax (such excise tax, together with any
such interest and penalties, is hereinafter collectively referred to as the
"Excise Tax"), then Executive shall be entitled to receive an additional payment
(a "Gross-Up Payment") in an amount such that after payment by Executive of all
taxes (including any interest or penalties imposed with respect to such taxes),
including, without limitation, any income taxes (and any interest and penalties
imposed with respect thereto) and Excise Tax imposed on the Gross-Up Payment,
Executive retains an amount of the Gross-Up Payment equal to the Excise Tax
imposed upon the Payments.

                  (b) Subject to the provisions of Section 9(c), all
determinations required to be made under this Section 9, including whether and
when such a Gross-Up Payment is required and the amount of such Gross-Up Payment
and the assumptions to be utilized in arriving at such determination, shall be
made by Ernst & Young (or their successors) (the "Accounting Firm") which shall
provide detailed supporting calculations both to the Company and to Executive
within fifteen (15) business days of the receipt of notice from Executive that
there has been a Payment, or such earlier time as is requested by the Company.
In the event that the Accounting Firm is serving as accountant or auditor for
the individual, entity or group effecting the Change in Control, Executive shall
appoint another nationally recognized accounting firm to make the determinations
required hereunder (which accounting firm shall then be referred to as the
Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall
be borne solely by the Company. Any Gross-Up Payment as determined pursuant to
this Section 9, shall be paid by the Company to Executive within five (5) days
of the receipt of the Accounting Firm's determination. If the Accounting Firm
determines that no Excise Tax is payable by Executive, it shall furnish
Executive with a written opinion that failure to report the Excise Tax on
Executive's applicable federal income tax return would not result in the
imposition of a negligence or similar penalty. Any determination by the
Accounting Firm shall be binding upon the Company and Executive. As a result of
the uncertainty of the application of Section 4999 of the Code at the time of
the initial determination by the Accounting Firm hereunder, it is possible that
Gross-Up Payments which will not have been made by the Company should have been
made ("Underpayment"). In the event that the Company exhausts its remedies
pursuant to Section 9(c) And Executive thereafter is required to make a payment
of any Excise Tax, the Accounting Firm shall determine the amount of the
Underpayment that has occurred and any such Underpayment shall be promptly paid
by the Company to Executive or for Executive's benefit.



                                       12
<PAGE>

                  (c) Executive shall notify the Company in writing of any claim
by the Internal Revenue Service that, if successful, would require the payment
by the Company of the Gross-Up Payment. Such notification shall be given as soon
as practicable but no later than ten (10) business days after Executive or his
representative is informed in writing of such claim and shall apprise the
Company of the nature of such claim and the date on which such claim is
requested to be paid. Executive shall not pay such claim prior to the expiration
of the thirty (30) day period following the date on which Executive gives such
notice to the Company (or such shorter period ending on the date that any
payment of taxes with respect to such claim is due). If the Company notifies
Executive in writing prior to the expiration of such period that it desires to
contest such claim, Executive shall:

                           (i) give the Company any information reasonably
                  requested by the Company relating to such claim,

                           (ii) take such action in connection with contesting
                  such claim as the Company shall reasonably request in writing
                  from time to time, including, without limitation, accepting
                  legal representation with respect to such claim by an attorney
                  reasonably selected by the Company,

                           (iii) cooperate with the Company in good faith in
                  order effectively to contest such claim, and

                           (iv) permit the Company to participate in any
                  proceedings relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold Executive harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses. Without limitation on the foregoing provisions of
this Section 9(c), the Company shall control all proceedings taken in connection
with such contest and, at its sole option, may pursue or forego any and all
administrative appeals, proceedings, hearings and conferences with the taxing
authority in respect of any such claim and may, at its sole option, either
direct Executive to pay the tax claimed and sue for a refund or contest the
claim in any permissible manner, and Executive agree to prosecute such contest
to a determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that if the Company directs Executive to pay such
claim and sue for a refund, the Company shall advance the amount of such payment
to Executive, on an interest-free basis and shall indemnify and hold Executive
harmless, on an after-tax basis, from any Excise Tax or income tax (including
interest or penalties with respect thereto) imposed with respect to such advance
or with respect to any imputed income with respect to such advance; and further
provided that any extension of the statute of limitations relating to payment of
taxes for Executive's taxable year with respect to which such contested amount
is claimed to be due is limited solely to such contested amount. Furthermore,
the Company's control of the contest shall be limited to issues with respect to
which a Gross-Up Payment would be payable hereunder and Executive shall be


                                       13
<PAGE>

entitled to settle or contest, as the case may be, any other issue raised by the
Internal Revenue Service or any other taxing authority.

                  (d) If, after the receipt by Executive of an amount advanced
by the Company pursuant to Section 9(c), Executive become entitled to receive
any refund with respect to such claim, Executive shall (subject to the Company's
complying with the requirements of Section 9(c)) promptly pay to the Company the
amount of such refund (together with any interest paid or credited thereon after
taxes applicable thereto). If, after the receipt by Executive of an amount
advanced by the Company pursuant to Section 9(c), a determination is made that
Executive shall not be entitled to any refund with respect to such claim and the
Company does not notify Executive in writing of its intent to contest such
denial of refund prior to the expiration of thirty (30) days after such
determination, then such advance shall be forgiven and shall not be required to
be repaid and the amount of such advance shall offset, to the extent thereof,
the amount of Gross-Up Payment required to be paid.

         10. NO OBLIGATION TO MITIGATE DAMAGES; NO EFFECT ON OTHER CONTRACTUAL
RIGHTS. Executive shall not be required to refund the amount of any payment or
employee benefit provided for or otherwise mitigate damages under this Agreement
by seeking or accepting other employment or otherwise, nor shall the amount of
any payment required to be made under this Agreement be reduced by any
compensation earned by Executive as the result of any employment by another
employer after the date of termination of Executive's employment with the
Company, or otherwise. Upon receipt of written notice from Executive that
Executive has been reemployed by another company or entity on a full-time basis,
benefits, fringe benefits and perquisites otherwise receivable by Executive
pursuant to Sections 5(d) or 5(e) related to life, health, disability and
accident insurance plans and programs and other similar benefits, company cars,
financial planning, country club memberships, and the like (but not incentive
compensation, LTIP, pension plans or other similar plans and programs) shall be
reduced to the extent comparable benefits are made available to Executive at his
new employment and any such benefits actually received by Executive shall be
reported to the Company by Executive.

                  The provisions of the Agreement, and any payment or benefit
provided for hereunder shall not reduce any amount otherwise payable, or in any
way diminish Executive's existing rights, or rights which would occur solely as
a result of the passage of time, under any other agreement, contract, plan or
arrangement with the Company.

         11. SUCCESSORS AND BINDING AGREEMENT.

                  (a) The Company shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company, by agreement in form
and substance satisfactory to Executive, to assume and agree to perform this
Agreement.

                  (b) This Agreement shall be binding upon the Company and any
successor of or to the Company, including, without limitation, any person
acquiring directly or indirectly all or substantially all of the assets of the
Company whether by merger, consolidation, sale or otherwise (and such successor
shall thereafter be deemed "the Company" for the purposes of this Agreement),
but shall not otherwise be assignable by the Company.



                                       14
<PAGE>

                  (c) This Agreement shall inure to the benefit of and be
enforceable by Executive and Executive's personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees and
legatees. If Executive should die while any amounts would still be payable to
Executive pursuant to Sections 5 and 6 hereunder if Executive had continued to
live, all such amounts, unless otherwise provided herein, shall be paid in
accordance with the terms of this Agreement to Executive's devisee, legatee, or
other designee or, if there be no such designee, to Executive's estate.

         12. NOTICES. For the purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, addressed to the
respective addresses set forth on the first page of this Agreement, provided
that all notices to the Company shall be directed to the attention of the Chief
Executive Officer of the Company with a copy to the Secretary of the Company, or
to such other address as either party may have furnished to the other in
writing, except that notices of change of address shall be effective only upon
receipt.

         13. GOVERNING LAW. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of
North Carolina, without giving effect to the principles of conflict of laws of
such State.

         14. MISCELLANEOUS. No provisions of this Agreement may be modified,
waived or discharged, and this Agreement may not be terminated before the end of
the Term, unless such waiver, modification, discharge or termination is agreed
to in a writing signed by Executive and the Company. No waiver by either party
hereto at any time of any breach by the other party hereto or compliance with,
any condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time. No agreements or representations,
oral or otherwise, express or implied, with respect to the subject matter
hereof, have been made by either party which is not set forth expressly in this
Agreement.

         15. VALIDITY. The invalidity or unenforceability of any provisions of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.

         16. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together will constitute one and the same agreement.

         17. WITHHOLDING OF TAXES. The Company may withhold from any amounts
payable under this Agreement all federal, state, city or other taxes as shall be
required pursuant to any law or government regulation or ruling.

         18. NONASSIGNABILITY. This Agreement is personal in nature and neither
of the parties hereto shall, without the consent of the other, assign or
transfer this Agreement or any rights or obligations hereunder, except as
provided in Section 11 above. Without limiting the



                                       15
<PAGE>

foregoing, Executive's right to receive payments hereunder shall not be
assignable or transferable, whether by pledge, creation of a security interest
or otherwise, other than by a transfer by Executive's will or by the laws of
descent and distribution and in the event of any attempted assignment or
transfer contrary to this Section 18 the Company shall have no liability to pay
any amounts so attempted to be assigned or transferred.

         19. LEGAL FEES AND EXPENSES. If a Change in Control shall have
occurred, thereafter the Company shall pay and be solely responsible for any and
all attorneys' and related fees and expenses incurred by Executive to
successfully (in whole or in part and whether by modification of the Company's
position, agreement, compromise, settlement, or administrative or judicial
determination) enforce this Agreement or any provision hereof or as a result of
the Company or any Shareholder of the Company contesting the validity or
enforceability of this Agreement or any provision hereof. To secure the
foregoing obligation, the Company shall, within 90 days after being requested by
Executive to do so, enter into a contract with an insurance company, open a
letter of credit or establish an escrow in a form satisfactory to Executive.

         20. EMPLOYMENT RIGHTS. Nothing expressed or implied in this Agreement
shall create any right or duty on Executive's part or on the part of the Company
to have Executive remain in the employment of the Company prior to the
commencement of the Period of Employment; provided, however, that any
termination or purported termination of Executive's employment by the Company
without Cause, or termination of Executive's employment by Executive under
circumstances that would constitute Good Reason had a Change in Control
occurred, in either case following the commencement of any discussion with a
third party, or the announcement by a third party of the commencement of, or the
intention to commence a tender offer, or other intention to acquire all or a
portion of the equity securities of the Company that ultimately results in a
Change in Control shall be deemed to be a termination of Executive's employment
after a Change in Control for purposes of (i) this Agreement and both the Period
of Employment and the Payment Period shall be deemed to have begun on the day
prior to such termination and (ii) the Company's Equity Compensation Plan as if
the Change in Control had occurred on the day prior to such termination
(resulting in the full vesting and extended exercisability of the Executive's
outstanding stock options under, and in accordance with, the provisions of the
Equity Compensation Plan).

         21. RIGHT OF SETOFF. There shall be no right of setoff or counterclaim
against, or delay in, any payment by the Company to Executive or Executive's
designated beneficiary or beneficiaries provided for in this Agreement in
respect of any claim against Executive or any debt or obligation owed by
Executive, whether arising hereunder or otherwise.

         22. RIGHTS TO OTHER BENEFITS. The existence of the Agreement and
Executive's rights hereunder shall be in addition to, and not in lieu of,
Executive's rights under any other of the Company's compensation and benefit
plans and programs, and under any other contract or agreement between Executive
and the Company.

                                       16
<PAGE>

         23. PRIOR AGREEMENTS. This Agreement supersedes and replaces any and
all prior agreements and understandings between the Company and the Executive
with respect to the subject matter hereof. Any such prior agreements and
understandings are no longer in force or effect.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the Effective Date.

                                    ENPRO INDUSTRIES, INC.


                                    By:        /s/ Richard C. Driscoll
                                         ---------------------------------------
                                         Name:   Richard C. Driscoll
                                         Title:  Senior Vice President, Human
                                                   Resources and Administration



                                               /s/ Ernest F. Schaub
                                         ---------------------------------------
                                                           ERNEST F. SCHAUB




                                       17
<PAGE>


                                    EXHIBIT 1

         A. If as of Executive's Date of Termination Executive's years of
continuous service under the applicable retirement plans for purposes of
determining eligibility for normal or early retirement plus the length of
Executive's Payment Period is at least 5, then

                  1. If as of Executive's Date of Termination Executive's age
         plus the length of Executive's Payment Period is at least 65,
         Executive's retirement benefit under Section 5(f) will be calculated as
         a "normal retirement" benefit to which Executive would have been
         entitled under the terms of the retirement plan in which Executive
         participates had Executive accumulated benefit service under the
         retirement plan that included the Payment Period; and

                  2. If as of Executive's Date of Termination Executive's age
         plus the length of Executive's Payment Period is at least 55 but less
         than 65, Executive's retirement benefit under Section 5(f) will be
         calculated as an "early retirement" benefit to which Executive would
         have been entitled under the terms of the retirement plan in which
         Executive participates had Executive accumulated benefit service under
         the retirement plan that included the Payment Period. The actuarial
         reduction used shall be the actuarial reduction factor for early
         retirement, calculated to Executive's actual age plus the length of
         Executive's Payment Period, at Executive's Date of Termination.

         B. If as of Executive's Date of Termination the sum of Executive's
years of continuous service under the applicable retirement plans for purposes
of determining eligibility for normal or early retirement plus the length of
Executive's Payment Period is less than 5, or Executive's age plus the length of
Executive's Payment Period is less than 55, Executive's retirement benefit under
Section 5(f) will be calculated as a "deferred vested pension" to which
Executive would have been entitled under the terms of the retirement plans in
which Executive participates had Executive accumulated benefit service under the
retirement plan that included the Payment Period. The actuarial reduction used
shall be the actuarial reduction factor for a deferred vested pension,
calculated to Executive's actual age at Executive's Date of Termination plus the
length of Executive's Payment Period.

         C. For purposes of Section 5(f), "actuarial equivalent" shall be
determined using the same methods and assumptions as those utilized under the
Company's retirement plans and programs immediately prior to the Change in
Control.

<PAGE>


                                    EXHIBIT 2

                             BENEFICIARY DESIGNATION

I hereby designate the following person(s) as a beneficiary for the purposes of
Section 6(b)(iv) to the extent of the percentage interest listed next to their
name:


---------------------------------------------- --------------------------------

                NAME                                 PERCENTAGE INTEREST
---------------------------------------------- --------------------------------


---------------------------------------------- --------------------------------


---------------------------------------------- --------------------------------


---------------------------------------------- --------------------------------


---------------------------------------------- --------------------------------


---------------------------------------------- --------------------------------


---------------------------------------------- --------------------------------

          TOTAL (CANNOT EXCEED 100%)
---------------------------------------------- --------------------------------





</TEXT>
</DOCUMENT>
