On December 12, 2016, EnPro Industries, Inc. (the Company)
entered into a Transition Agreement and Release dated as of
December 12, 2016 (the Transition Agreement) with Kenneth D.
Walker, the Companys Senior Vice President and Chief Operating
Officer, to set forth the terms relating to the transition of his
employment. The Transition Agreement provides that Mr. Walker
will resign his employment and from all positions with the
Company and its subsidiaries effective as of the end of December
31, 2016. The Transition Agreement provides for the following
transition benefits to Mr. Walker: (i) payment, starting July 1,
2017, of transition benefits equal to 52 weeks of Mr. Walkers
current base salary payable ratably over 52 weeks on the Companys
normal payroll schedule; (ii) because his employment continues
through the end of December 31, 2016 and such awards then vest,
payment with respect to Mr. Walkers 2016 annual performance plan
award and long-term incentive plan awards for the 2014-2016
performance cycle as soon as practicable following certification
by the Compensation and Human Resources Committee of the Companys
Board of Directors (the Compensation Committee) of performance
attained for the relevant performance periods; (iii) payment in
cash with respect to long-term incentive plan awards for the
2015-2017 and 2016-2018 performance cycles, prorated by factors
of 24/36 and 12/36, respectively, up to the amount payable upon
achievement of the target level of performance, in each case as
soon as practicable following certification by the Compensation
Committee of performance attained for the relevant performance
periods; (iv) payment on the Companys first regular payroll
period in January 2017 of $109,200 plus the additional pro rata
amount Mr. Walker would otherwise have been entitled to receive,
as if his employment had been involuntarily terminated without
cause as of June 30, 2017, with respect to his restricted stock
unit awards and long-term incentive plan awards not otherwise
addressed above and including long-term incentive awards that he
would have otherwise received in 2017 and with respect to an
annual performance plan award he would have otherwise received
for 2017; (v) payment on the Companys first regular payroll
period in January 2017 of $106,000 in lieu of reimbursement of
COBRA premiums, 401(k) matching benefits and outplacement
benefits and $2,500 for legal expenses associated with the review
of the Transition Agreement; (vi) payment of tax costs associated
with certain overseas residency in accordance with the Companys
policy, including payment of related accounting services
expenses; and (vii) transfer to Mr. Walker of the laptop computer
which has been used by him to conduct Company business. Such
payments are subject to applicable required withholding.

In the Transition Agreement, Mr. Walker agreed to extend the term
of his employee non-solicitation and non-competition obligations
under his existing Business Protection Agreement with the Company
to January 31, 2019. The Transition Agreement also includes
provisions with respect to confidentiality, non-disparagement and
ongoing assistance obligations of Mr. Walker and the release of
claims by Mr. Walker.

On December 12, 2016, the Company and Mr. Walker entered into a
Consulting Agreement dated as of January 1, 2017 (the Consulting
Agreement). to the Consulting Agreement, Mr. Walker is to
provide, during the period commencing January 1, 2017 and ending
on June 30, 2017, transitional support to the Company regarding
all matters within the scope of his prior responsibilities with
the Company and such other duties and projects as assigned by the
Chief Executive Officer of the Company or determined necessary or
desirable by Mr. Walker and approved by the Companys Chief
Executive Officer. The Consulting Agreement provides that Mr.
Walker is