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NPO > SEC Filings for NPO > Form 8-K on 9-Apr-2009All Recent SEC Filings

Show all filings for ENPRO INDUSTRIES, INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ENPRO INDUSTRIES, INC


9-Apr-2009

Other Events


Item 8.01 Other Events.
The following table, which is in the format of the table included in Item 12 of our Annual Report on Form 10-K for the year ended December 31, 2008, presents information as of March 31, 2009, with respect to our Amended and Restated 2002 Equity Compensation Plan (the "Equity Compensation Plan"), the only shareholder-approved compensation plan or arrangement under which we have equity securities authorized for issuance, and our Deferred Compensation Plan for Non-Employee Directors.

                                                                                                                                  Number of Securities
                                                                                                                             Remaining Available for Future
                                                                   Number of Securities                                              Issuance Under
                                                                    to be Issued Upon              Weighted-Average                Equity Compensation
                                                                 Exercise of Outstanding          Exercise Price of                 Plans (Excluding
                                                                    Options, Warrants            Outstanding Options,            Securities Reflected in
                      Plan Category                                     and Rights               Warrants and Rights                   Column (a))
                                                                           (a)                           (b)                               (c)
Equity compensation plans approved by security holders                     1,184,852 (1)           $       9.43 (2)                         749,617

Equity compensation plans not approved by security holders                    34,670                         (2 )                                (3 )

Total                                                                      1,219,522 (1)           $       9.43 (2)                         749,617 (3)

(1) Includes 667,064 shares issuable under outstanding unexercised options, 33,229 shares issuable under phantom share awards made to non-employee directors, and 484,479 performance shares at the maximum levels payable for the 2007 - 2009 and 2008 - 2010 performance cycles under the Equity Compensation Plan and does not include the 85,603 restricted shares of our common stock issued under the Equity Compensation Plan that remain subject to forfeiture. As of March 31, 2009, the weighted average remaining life of such options was 3.43 years. No awards of performance shares have been made with respect to the 2009 - 2011 performance cycle.

(2) The weighted average exercise price does not take into account awards of performance shares or phantom shares made under the Equity Compensation Plan and shares deliverable under the Deferred Compensation Plan for Non-Employee Directors.

(3) The Deferred Compensation Plan for Non-Employee Directors does not establish a maximum amount of shares deliverable under that plan.

Non-employee directors may participate in our Deferred Compensation Plan for Non-Employee Directors. Under this plan, non-employee directors may defer receipt of all or part of the cash portion of their annual retainer fee. Participants choose between two investment alternatives, a cash account and a stock account. Deferred fees in a director's cash account are credited with an investment return based on the director's selection from the same menu of investment options available under our Retirement Savings Plan for Salaried Employees. Deferred fees in a director's stock account are credited with stock units at then fair market value of our common stock, which units thereafter have a value on a given date equal to the fair market value of one share of our common stock on that date. All amounts deferred are payable when a director retires from the board.
At March 31, 2009, there were a total of 85,603 restricted shares of our common stock issued under the Equity Compensation Plan that remain subject to forfeiture. The foregoing amount does not include an inducement award of 53,500 restricted shares of our common stock made to our Chief Executive Officer, Stephen E. Macadam, in 2008 outside the Equity Compensation Plan, one-third of which shares vest on the third anniversary of the date of grant, one-third vest on the fourth anniversary of the date of grant and the final one-third vest on the fifth anniversary of the date of grant.


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