Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Enpro Industries,Inc. HTML 788K
2: EX-4.11 Guarantee Agreement 22 90K
3: EX-4.12 Second Supplemental Indenture 6 28K
5: EX-10.13 Deferred Compensation Plan 5 26K
6: EX-10.14 Outside Directors' Phantom Share Plan 2 16K
7: EX-10.19 First Amendment to Loan Documents 8 36K
8: EX-10.20 First Amendment to Credit Agreement 12 38K
9: EX-10.21 Management Continuity Agreement/Schaub 19 83K
10: EX-10.22 Management Continuity Agreement/ Leslie 19 83K
11: EX-10.23 Managemet Continuity Agreement/ Dries 19 83K
12: EX-10.24 Management Continuity Agreement/ Driscoll 19 83K
13: EX-10.25 Management Continuity Agreement/ Magee 19 83K
14: EX-10.26 Management Continuity Agreement/ O'Reilly 19 83K
15: EX-10.27 Management Continuity Agreement/ Pomeroy Ii 19 83K
16: EX-10.28 Management Continuity Agreement/ Rehley 19 83K
17: EX-10.29 Death Benefits Agreement/ Schaub 4 23K
18: EX-10.30 Death Benefits Agreement / Leslie 4 23K
19: EX-10.31 Death Benefits Agreement / Dries 4 23K
20: EX-10.32 Death Benefits Agreement / Driscoll 4 23K
21: EX-10.33 Death Benefits Agreement / Magee 4 23K
4: EX-10.8 Amended and Restated 2002 Equity Comp. Plan 7 36K
22: EX-14 Code of Business Conduct 22 49K
23: EX-21 List of Subsidiaries 2 24K
24: EX-23 Consent of Ernst & Young LLP 1 10K
25: EX-24.1 Power of Attorney From J.P. Bolduc 1 11K
26: EX-24.2 Power of Attorney From Peter C. Browning 1 11K
27: EX-24.3 Power of Attorney From Joe T. Ford 1 11K
28: EX-24.4 Power of Attorney From James H. Hance, Jr. 1 11K
29: EX-24.5 Power of Attorney From Gordon D. Harnett 1 11K
30: EX-24.6 Power of Attorney From William R. Holland 1 11K
EX-14 — Code of Business Conduct
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EXHIBIT 14
ENPRO INDUSTRIES, INC.
CODE OF BUSINESS CONDUCT
To All EnPro Directors, Officers and Employees:
EnPro Industries, Inc. is committed to the highest standards in all aspects of
its business. To confirm that commitment, attached is the new EnPro Code of
Business Conduct. The Code, which emphasizes integrity, ethics, and fairness,
elaborates on many of the legal and ethical principles to which we must all
adhere.
We expect every director, officer and employee to comply in every respect with
all applicable laws and regulations and to conduct the Company's business in a
way that protects and promotes our valuable reputation. We will continue to
compete vigorously in the marketplace, but we will not deviate from these
fundamental principles in doing so.
All EnPro directors, officers and employees, not only in the United States, but
throughout the world, are responsible for complying with this Code. Senior
managers will be responsible for ensuring that all employees receive a copy of
the Code and will be asked annually to certify compliance with it.
Obviously, the Code cannot address every conceivable situation we face. It can
only set out general legal and ethical principles, and employees and directors
must use good judgment in applying them. If any employee, director or officer
needs further guidance regarding compliance with applicable laws and this Code,
he or she should contact an attorney in the Legal Department or the EnPro
Corporate Compliance Committee.
Ernie Schaub
President and Chief Executive Officer
CODE OF BUSINESS CONDUCT
All directors, officers and employees of EnPro Industries, Inc. and its
subsidiaries, in the United States and worldwide (collectively the "Company"),
are required to conduct business activities and operations in an ethical manner
and in compliance with applicable laws, rules, regulations, Company policies,
and the standards set forth in this Code.
It is the responsibility of each supervisor to ensure that the employees under
his or her supervision understand the laws and policies (including this Code)
that apply to such employees, to apply such policies fairly and consistently,
and to respond appropriately to any inquiries or reports of suspected
violations. It is the responsibility of all employees to comply with this Code
and all related policies.
It is the policy of the Company to prevent the occurrence of unethical or
unlawful behavior and to halt any such behavior that may occur as soon as
reasonably possible after its discovery. Violations of this Code may result in
serious consequences for the violator, including termination of employment.
I. COMPLIANCE WITH LAWS
The activities of the Company and each employee are expected to be in full
compliance with the letter and spirit of all applicable laws, rules and
regulations. It would be impossible to summarize here all the laws, rules and
regulations with which the Company and its employees must comply; this Code
refers to only a few of them.
Any employee with questions about his or her obligations under applicable laws
in the United States or any other country in which the Company conducts business
should seek advice from his or her supervisor, an attorney in the Legal
Department or the Corporate Compliance Committee (see Section XV of this Code).
II. CONFLICTS OF INTEREST
Employees of the Company have a primary business responsibility to the Company
and must avoid any activity that may interfere, or have the appearance of
interfering, with the performance of this responsibility. Business decisions
must be based solely on the best interests of the Company, without regard to
personal, family or other extraneous considerations.
Conflicts of interest can arise when an employee's position or responsibilities
with the Company present an opportunity for gain apart from the normal rewards
of employment. They can also arise when an employee's personal or family
interests are, or may be viewed as being, inconsistent with those of the Company
and therefore as creating conflicting loyalties. Such conflicting loyalties can
cause an employee to give preference to personal interests, either internal or
external, in situations where Company responsibilities come first.
No employee may personally benefit from his or her employment with the Company
except through compensation received directly from the Company. This prohibition
does not apply to discounts offered by merchants that are generally available to
all employees of the Company.
The following examples illustrate what the Company expects from its employees.
The list is not comprehensive, but is intended to suggest how this Code would
apply in a given situation. It is important that the spirit of this Code be
understood and observed in every instance.
- No employee shall solicit or accept, either directly or
indirectly, a payment, reward, fee, substantial gift or
gratuity, or excessive entertainment, including meals, lodging
or travel, from any present, past or prospective customer,
competitor or supplier. It is impossible to set absolute
standards for gifts that are "appropriate" rather than
"inappropriate." If gifts are of nominal value, however, and
given without obvious intent to gain inappropriate influence
or advantage, no cause for embarrassment or adverse publicity
should result. Gifts of a personal nature with a slight value,
or entertainment that is clearly in the interest of the
Company by virtue of the business contacts established, should
be regarded as acceptable. Cash or its equivalent may never be
accepted, in any amount or manner whatsoever.
- Ownership interests in competitors or concerns with which the
Company does business (excluding, for a publicly traded
company, investments not exceeding 5% of the value of the
company's outstanding equity
securities) must be approved in writing by the Corporate
Compliance Committee prior to acquisition of such ownership
interest.
- The Company encourages individual participation in civic
activities, provided such activities do not conflict with the
Company's interests.
- No employee may buy or sell assets from the Company either
corporately or in a fiduciary capacity unless the purchase or
sale is disclosed to and approved by management of the Company
with no interest in the assets.
The appearance of a conflict of interest can be as damaging to the Company as an
actual conflict. Employees should conduct themselves at all times so as to avoid
apparent conflicts. Any employee who believes he or she may have a conflict of
interest should disclose it immediately to, and seek guidance from, a member of
the Corporate Compliance Committee who is not involved in the potential conflict
or an attorney in the Legal Department. The Corporate Compliance Committee and
the Company's attorneys have sufficient authority to adequately deal with
conflict of interest transactions, including the authority to disclose such
transactions (or potential transactions) to the Company's Chief Executive
Officer and, if necessary, to the Audit Committee of the Board of Directors.
III. CORPORATE OPPORTUNITIES
No employee of the Company may take personal advantage or obtain personal gain
from an opportunity learned of or discovered during the course and scope of his
or her employment when that opportunity or discovery could be of benefit or
interest to the Company. Likewise, no employees may use Company property,
information or position for personal gain.
IV. OUTSIDE EMPLOYMENT
The Company expects each employee to be fully attentive to the interests of the
Company at all times. Accordingly, no employee may engage in any activity,
including outside employment, that places his or her interest, or the interest
of other persons or groups, ahead of the best interests of the Company. Outside
employment or other interests that could detract from an employee's work
performance must be approved in advance by the employee's supervisor. Under no
circumstances may an employee compete against the Company.
V. COMPANY RECORDS
Company records must always be prepared accurately and maintained properly, in
accordance with the Company's records management policies and all applicable
laws and regulations.
No false, artificial or deceptive entries may be made in the Company's records
for any reason. The simple rule of thumb is that the Company's books must
accurately reflect the transactions they record. In addition, it is important to
remember that Company records belong to the Company. Therefore, Company records
should not be removed from Company property except for a legitimate business
reason, and any documents so removed should be returned to Company property as
soon as practicable.
Accounting procedures and controls are prescribed by Company policies. Within
these policies, the senior officers of the operating companies have the primary
responsibility for establishing and monitoring adequate systems of internal
accounting and controls, and all employees must adhere to these controls. The
Company's auditors monitor and document compliance with these internal controls.
Employees shall cooperate completely and forthrightly with the Company's
internal and independent auditors.
No employee may engage in, allow or conceal any financial or bookkeeping
irregularity.
VI. COMPANY FUNDS AND PROPERTY
Company employees must protect the Company's assets and ensure their efficient
use for legitimate business purposes. Each employee is personally accountable
for Company funds and property over which he or she has control. Purchases of
products and services from suppliers must be made solely on the basis of
quality, price, service and other relevant considerations. No Company funds or
other property shall be used for any unlawful purpose, such as to secure special
privileges or benefits through the payment of bribes or other illegal payments.
No employee may engage in any act that involves theft, fraud, embezzlement,
misappropriation or wrongful conversion of any property, including Company
property, regardless of whether or not such act could result in a criminal
proceeding. This prohibition includes unauthorized use of the Company's
communications equipment, computers and related facilities or other Company
assets, including proprietary information and trade secrets.
While on Company business, employees must also adhere to the Company travel
policy, including all policies and procedures relating to expense reporting and
reimbursement.
Gifts, favors and entertainment may be given to others at Company expense only
if they are consistent with law and accepted business practices and if they are
of sufficiently limited value and in a form that could not reasonably be
construed as a bribe or payoff. Gifts in the form of cash or its equivalent are
prohibited. Likewise, secret commissions or other compensation to employees of
customers or their family members or associates are prohibited.
Company employees working outside the United States must comply with all
applicable tax and currency control laws of the principal country in which they
work. No such employee residing abroad shall be paid any commission or any other
part of his or her compensation elsewhere than in his or her country of
residence if the Company has knowledge that such payment would violate any local
income tax or exchange control laws. The same goes for any payments to third
parties for goods and services; no such payments should be made to a third party
in a country other than that in which the party resides, maintains a place of
business or has rendered the services for which payment is made if the Company
has knowledge that such a payment method would violate any local income tax or
exchange laws.
VII. SAFETY AND HEALTH
Workplace safety and health are paramount concerns and are conditions of
employment at the Company worldwide. Employees must adhere to applicable health
and safety laws and regulations and all related Company policies designed to
ensure safe working conditions, including the Company's substance abuse policy.
Employees are responsible for working safely and are expected to participate
actively in training and in identifying and alerting management to potential
hazards and unsafe practices.
The senior management of each operating business is responsible for adopting
appropriate policies and procedures to assure workplace safety in accordance
with all applicable national and local laws, and for ensuring compliance with
company-wide policies regarding health and safety.
VIII. EQUAL OPPORTUNITY AND HARASSMENT-FREE EMPLOYMENT
The Company is an equal opportunity employer. The Company's policy is to select
and place employees on the basis of qualification for work to be performed, as
required by applicable laws, without discrimination in terms of race, religion,
national origin, color, sex, age, status as a qualified individual with a
disability or other status protected by law. The Company insists that all
employees refrain from any act that is designed to cause or does cause unlawful
employment discrimination with respect to any term or condition of employment.
The Company is also committed to the goal of providing a safe, secure,
productive and healthy work environment free from harassment of any kind. The
Company insists that all employees refrain from any act that is designed to
cause or does cause harassment or intimidation, including sexual harassment. The
Company will not tolerate any form of harassment or intimidation by any
employee.
IX. ENVIRONMENTAL PROTECTION
The Company is committed to full compliance with national, state and local
environmental laws and regulations at all operating facilities in the United
States and worldwide. The Company's environmental obligations include, but are
not limited to, obtaining and maintaining all environmental permits and
approvals required for the conduct of the Company's operations, the proper
handling, storage and disposal of regulated materials and timely and accurate
submission of required reports to the proper government agencies.
Employees are expected to understand and act in accordance with their
obligations under environmental laws, including any new or modified obligations
as they are established. Employees must report suspected violations of those
laws to their supervisors. It shall be the obligation of all supervisors to
investigate any reported violation and to ensure that timely and effective
remedial action is taken where appropriate.
The Company will ensure compliance with this Code through vigilant
self-monitoring and the continual training, education, encouragement and, where
necessary, discipline of employees at all levels. The Company will not tolerate
the falsification of data or the reporting of false information regarding
environmental compliance within the Company or to government agencies.
The Company is also committed to full compliance with all laws and regulations
governing its products, including all applicable national and local laws
governing product safety and related issues. The Company has adopted
company-wide policies regarding environmental compliance.
X. COMPETITION AND CONTACTS WITH COMPETITORS
The concept of free and open competition underlies the antitrust laws in the
United States and other countries where the Company conducts business.
Compliance with such laws is mandatory. In the United States, the Sherman Act
and its state law counterparts prohibit businesses from entering into
agreements, express or implied, that unreasonably restrain trade.
Employees may not enter into discussions or agreements with competitors or
suppliers that would in any way violate or be construed as a violation of such
laws. For instance, there shall be no discussions with competitors regarding the
pricing of products, terms and conditions of sale, credit terms, costs, product
specifications, customer activities or similar items. Certain agreements are
considered so inherently anticompetitive as to be criminal in nature (e.g.,
price fixing, bid rigging, customer or territorial allocation, group boycotts)
and can result in the imposition of substantial monetary penalties and jail
sentences.
Employees are encouraged to contact an attorney in the Legal Department if they
have any doubt about the legality of a proposed course of action. In addition,
the Company will make anti-trust training materials and educational
opportunities available to those employees who may face anti-trust issues from
time to time.
If employees become aware of possible violations of any antitrust laws, they
should report the suspected violations to an attorney in the Legal Department
immediately.
XI. FAIR DEALING
Each employee of the Company is expected to deal fairly with the Company's
customers, suppliers, competitors and other employees. It is a violation of
Company policy to take unfair advantage of anyone through manipulation,
concealment, abuse of confidential information, misrepresentation of material
facts or any other unfair or deceptive practice.
XII. SECURITIES AND INSIDER TRADING
The Company is committed to complying with all federal and state securities laws
and regulations. These laws, along with the rules of the New York Stock
Exchange, impose certain obligations on publicly-held corporations and the
persons associated with them. It is important that employees in no way
compromise the position of the Company with the disclosure ("leaking" or
"tipping") of non-public information to outsiders or to other employees who do
not require the information in the performance of their duties. No employee with
knowledge of non-public ("inside") information should use the information for
his or her own benefit. This means that no employee may trade in Company
securities when he or she has knowledge of material inside information except
for regular purchases under the Company's employee benefit plans.
"Material" information is any information that an investor might consider
important in deciding whether to buy, sell or hold securities. Examples of some
types of material information are financial results, financial forecasts,
possible mergers, acquisitions, joint ventures, other purchases or sales of or
investments in companies, obtaining or losing important contracts, important
product developments, major litigation developments and major changes in
business direction.
Information is considered to be "non-public" unless it has been adequately
disclosed to the public. Examples of effective disclosure include public filings
with securities regulatory authorities and issuance of press releases. The
information must not only be disclosed; there must also be adequate time for the
market as a whole to digest the information.
The Company's officers, directors and certain other personnel specified in the
Company's policy entitled "Securities Trades by Company Personnel" are obligated
to have all transactions in Company securities pre-cleared by the Company's
General Counsel or a designated attorney in the Legal Department. Trades will be
discouraged late in a quarter and not permitted after the end of a quarter until
the third business day after earnings are released (a "black-out period").
Following a black-out period, the Company has a suggested "window period" for
trading which begins on the third business day after an earnings release and
ends fifteen business days later. During a window period, the presumption will
be that trading is permissible absent any material, non-public information or
other special circumstances. Employees are encouraged to contact an attorney in
the Legal Department with questions concerning specific transactions and to
review the Company's insider trading policy in its entirety.
XIII. DEALING WITH GOVERNMENT OFFICIALS
All dealings with government officials, including, but not limited to lobbying,
political contributions to candidates, meetings with government agencies,
communications with public officials and contracting with government agencies,
shall be done in accordance with all applicable national, state and local laws
and regulations in each country in which the Company conducts business.
No employee shall offer or promise a payment or reward of any kind, directly or
indirectly, to any federal, state or local government official in order to
secure preferential treatment for the Company or its employees.
No employee shall offer or promise a payment or reward of any kind, directly or
indirectly, to a federal, state or local government official for or because of
an official act performed or to be performed by that official.
No employee shall offer or promise any federal, state or local government
official gifts, entertainment, gratuities, meals, lodging, travel or similar
items that are designed to influence such official.
It is the policy of the Company to cooperate fully with all legal and reasonable
government investigations. Accordingly, Company employees shall comply with any
and all lawful requests from government investigators and, consistent with
preserving the Company's legal rights, shall cooperate in lawful government
inquiries. No employee shall make a false or misleading written or oral
statement to a government official with regard to any matter involving a
government inquiry into Company matters.
Employees should contact an attorney in the Legal Department when presented with
any such government request or inquiry. Employees with questions about contacts
with government officials should seek guidance from an attorney in the Legal
Department.
Individual employees are free to participate in political activities or make
personal political contributions, but may not use Company funds or other
resources. No employee may make a political contribution on behalf of the
Company without permission from a member of the Corporate Compliance Committee,
and then only after an attorney in the Legal Department has affirmed the
legality and propriety of such a contribution.
With respect to the Company's operations outside the United States, all
employees must comply with the Foreign Corrupt Practices Act. That law generally
prohibits the giving of money or other benefits or items of value to a foreign
official or political party for the
purpose of obtaining or retaining business or to otherwise induce the official
to give or obtain favorable business treatment for the Company. The law does
allow nominal payments to clerical-type personnel in certain circumstances. Any
employee considering or asked to make such a payment should consult his or her
supervisor and an attorney in the Legal Department in advance. Such payments
should be made only if absolutely necessary to obtain or expedite the required
service, and any such payments should be accurately and completely recorded in
the Company's records.
XIV. CONFIDENTIAL INFORMATION
In the normal course of business, there will be instances in which employees may
be entrusted with confidential or privileged information. That information most
often will involve facts, plans or other aspects of the Company's business that
are not in the public domain and will, on occasion, involve information that has
been entrusted to the Company by customers, suppliers or others with whom the
Company has a relationship.
All employees possessing confidential information regarding the Company or any
of its customers or suppliers have a duty not to disclose such information
outside the Company or to employees who do not have a need to know such
information, except where disclosure is authorized or legally required.
Employees possessing confidential information shall not use such information for
personal gain.
All employees are expected to comply with the terms and conditions of any and
all confidentiality, non-disclosure and patent agreements signed by them when
accepting employment.
Questions regarding what is or is not confidential or privileged information
should be directed to the employee's supervisor.
XV. COMPLIANCE AND REPORTING
The Company has appointed a committee (the "Corporate Compliance Committee") to
ensure that this Code and the Company's related policies will govern the
business activities of all Company employees. The membership of the Corporate
Compliance Committee will consist of senior executives of the Company and will
be published from time to time. Any employee who has questions about this Code
or how it applies in particular circumstances is encouraged to seek guidance
from his or her supervisor, an attorney in the Legal Department or the Corporate
Compliance Committee.
Employees should report any suspected noncompliance with these policies to their
supervisor, an attorney in the Legal Department or any member of the Corporate
Compliance Committee. The Company will promptly undertake an investigation into
any report that it receives. The investigation will be sufficient in size and
scope to address the report, and will be handled discreetly and with due
sensitivity to all persons involved in the investigation. If requested, and to
the extent possible, the Company will keep the identity of the reporting
employee and all disclosures made in accordance with this Code confidential. No
employee will be subject to any disciplinary or retaliatory action for
reasonably and in good faith reporting any suspected violation. Submission of
knowingly false reports, however, constitutes a violation of this Code and will
result in disciplinary action.
Failure to comply with this Code can have severe consequences for both the
individuals involved and the Company. The Company will take appropriate
disciplinary action for violations of this Code, including termination of
employment. Disciplinary action may be taken:
- Against employees who authorize or participate directly and,
in appropriate circumstances, indirectly in actions that are a
violation of this Code or any related policies.
- Against employees who fail to report a violation of this Code
or any related policy or who withhold any relevant information
concerning a violation of which they became aware.
- Against the violator's supervisor, to the extent the
circumstances of the violation reflect inadequate supervision
or lack of diligence.
- Against any employee who attempts to retaliate, directly or
indirectly, or encourages others to do so, against an employee
who reports a violation or cooperates with an investigation of
such violation.
If an employee believes that a supervisor to whom a suspected violation has been
reported has not taken appropriate action, the employee should contact an
attorney in the Legal Department or the Corporate Compliance Committee. The
Corporate Compliance Committee can be reached by contacting Robert P. McKinney
at (704) 731-1526.
The Board of Directors (and not the Corporate Compliance Committee) is the only
body authorized to waive compliance with this Code as it relates to any
executive officer or director of the Company. With respect to the Company's
Chief Executive Officer and Chief Financial Officer, the Board of Directors also
has the authority to investigate (or supervise the investigation of) alleged
violations of this Code and to determine the appropriate consequences for
violations by such individuals.
ENPRO INDUSTRIES, INC.
CODE OF BUSINESS CONDUCT
EMPLOYEE CERTIFICATION
I have received a copy of the Company's Code of Business Conduct and have read
and understand the Code. I agree that my continued employment is dependent on my
compliance with the Company's policies as set forth in the Code. I accept that I
have an obligation to report any violation of these policies in the manner set
forth in the Code.
---------------------------------- -------------------------------------
Employee's Signature Date
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Employee's Name (Please Print) Employee Location
Please complete this form and return it to your local Human Resources Department
for permanent retention in your personnel file.
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