ARMSTRONG WORLD INDUSTRIES INC (Form: 8-K, Received: 01/10/2011 16:30:54)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 10, 2011 (January 4, 2011)

ARMSTRONG WORLD INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	1-2116	23-0366390
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

P.O. Box 3001, Lancaster, Pennsylvania	17604
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:

(717) 397-0611

__________________ NA _____________________

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

□ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

□ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 5 – Corporate Governance and Management

Item 5.02(c). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Armstrong World Industries, Inc. (the “Company”) has announced the appointment of Victor Grizzle to the position of Executive Vice President, Armstrong Building Products. Mr. Grizzle will begin employment with the Company effective on or about January 17, 2011. A press release is attached hereto as Exhibit 99.1.

Mr. Grizzle, 49, has 23 years of experience in process improvement, sales, marketing and global business leadership. He comes to the Company from Valmont Industries, a $2 billion global leader of infrastructure support structures for utility, telecom and lighting markets, and manufacturer of mechanized irrigation equipment for large scale farming, where he was group president, Global Structures, Coatings and Tubing and International, since 2005. Prior to Valmont, Mr. Grizzle was president of the commercial power division of EaglePicher Corporation, a $700 million diversified manufacturer and marketer of advanced technology and industrial products for space, defense, automotive, filtration, pharmaceutical, environmental and commercial applications. Before that, he spent 16 years at General Electric Corporation, progressing through a number of sales, marketing and technical leadership roles to general manager, Greater China Operations, GE Plastics, in 2001, and then to Americas Business Leader, Core Products GE Silicones, from 2003 to 2004. Mr. Grizzle graduated from California Polytechnic University with a Bachelor of Science in Mechanical Engineering.

As described in an offer letter from the Company dated December 23, 2010, which was accepted by Mr. Grizzle on January 4, 2011 (the “Letter”), the Company will employ Mr. Grizzle as Executive Vice President, Armstrong Building Products. The Letter is attached hereto as Exhibit 99.2.

The Letter provides that Mr. Grizzle will be paid an annual base salary of $450,000. He is also eligible to earn an annual target bonus of 75% of base salary based upon the terms and conditions in the Company’s Management Achievement Plan. For 2011, Mr. Grizzle will only be eligible for a bonus based on the actual number of weeks worked by Mr. Grizzle. In addition, Mr. Grizzle will be eligible to participate in the Company’s executive Bonus Replacement Retirement Plan, which allows Mr. Grizzle to defer a small portion of income (up to $20,000) into a qualified, tax-deferred plan, beginning in 2012. He will also be eligible to participate in the Company’s long-term incentive plan beginning in 2011. Actual awards will be determined by the Management Development and Compensation Committee based on Mr. Grizzle’s and the Company’s performance and other applicable factors.

Mr. Grizzle will also be eligible to participate in the retirement and employee benefit plans that are generally available to the executives of the Company. He will also be eligible for certain perquisites generally available to the executives of the Company, a yearly physical paid by the Company and up to $4,500 as reimbursement for personal financial planning and tax preparation services.

In addition to his compensation package, Mr. Grizzle will receive a one-time special grant with an award value of $500,000 (the “Award”). Half of the Award will be comprised of time-vested stock options and half will be comprised of time-vested restricted stock units. The stock options will vest and the restrictions on the restricted stock units will lapse in three equal installments on the first, second, and third anniversary of the grant date. The Management Development and Compensation Committee may settle the restricted stock units in cash if insufficient shares are available at the end of the restriction periods. Additional terms and conditions will be provided at the time of the grant.

The Company will also provide Mr. Grizzle with relocation services, including: a relocation allowance of $10,000; participation in the Company’s home purchase program; a loss on sale payment, if needed, of up to $50,000 with tax assistance payments; reimbursement of up to 1% on loan origination fees and discount points (and normal closing costs); 60% tax assistance payments on normal closing costs; travel and moving expenses to the new location; temporary accommodations at the new location, if needed; and certain other relocation expenses.

If Mr. Grizzle’s employment is terminated for any reason other than voluntary resignation or for cause, he will receive a minimum severance payment equal to one year of base salary plus a pro-rata target bonus. He will also receive health care and life insurance benefits for 12 months following termination of employment or until he is eligible for benefits from a new employer, if earlier.

Subject to Board approval, Mr. Grizzle will be offered an Indemnification Agreement and a Change in Control Agreement with the Company. The Indemnification Agreement is expected to be substantially in the form of the Indemnification Agreements generally offered to directors and officers of the Company, and would provide indemnification against liabilities relating to Mr. Grizzle’s service as an officer of the Company. The Change in Control Agreement is expected to contain provisions similar to those provided to other senior Company officers, including severance benefits amounting to two times the sum of Mr. Grizzle’s base salary and annual target bonus. In the event of a Change in Control, the Change in Control Agreement will extend for two years from the date of the Change in Control event. If a Change in Control termination occurs prior to the completion of a bonus plan year, Mr. Grizzle would receive a prorated bonus based on actual results achieved in the bonus plan year during which the termination occurs. Mr. Grizzle’s health, disability and life insurance benefits would continue for two years following a Change in Control termination, or until eligible for benefits from a new employer.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

No. 99.1

Press Release of Armstrong World Industries, Inc. dated January 10, 2011, announcing the election of Victor Grizzle to the position of Executive Vice President, Armstrong Building Products.

No. 99.2

Offer Letter from Armstrong World Industries, Inc. to Victor Grizzle dated December 23, 2010.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ARMSTRONG WORLD INDUSTRIES, INC.
By:	/s/Jeffrey D. Nickel
	Jeffrey D. Nickel
	Senior Vice President, Secretary and General Counsel

Date:

January 10, 2011

Armstrong World Industries Names Victor Grizzle

Executive Vice President, Armstrong Building Products

LANCASTER, PA, January 10, 2011 – Armstrong World Industries, Inc. (“Armstrong”) (NYSE:AWI) has named Victor “Vic” Grizzle executive vice president, Armstrong Building Products, starting January 17, 2011.

Mr. Grizzle, 49, has 23 years of experience in process improvement, sales, marketing and global business leadership. He comes to Armstrong from Valmont Industries, a $2 billion global leader of infrastructure support structures for utility, telecom and lighting markets, and manufacturer of mechanized irrigation equipment for large scale farming, where he was group president, Global Structures, Coatings and Tubing since 2005. His successes there include doubling the international business’s revenue in three years; improving return on sales by two percent (2%); and, delivering four consecutive years of more than 20 percent operating profit growth despite the 2009 global financial crisis. He was also part of the CEO-selected team that led a company-wide initiative to develop and implement a “Lean-based” operating system.

Prior to Valmont, Mr. Grizzle was president of the commercial power division of EaglePicher Corporation, a $700 million diversified manufacturer and marketer of advanced technology and industrial products for space, defense, automotive, filtration, pharmaceutical, environmental and commercial applications. Before that, he spent 16 years at General Electric Corporation, progressing through a number of sales, marketing and technical leadership roles to general manager, Greater China Operations, GE Plastics, in 2001, and then to Americas Business Leader, Core Products GE Silicones, from 2003 to 2004.

“Vic has been consistently successful at driving growth, enhancing margins and controlling cost, a professional performance that gives me enormous confidence in his ability to take our Building Products business to the next level. His understanding of a diverse customer base coupled with his global mindset and strong leadership presence will help get us where we need to be internally and in the marketplace. I am very pleased he is joining the company during this challenging but exciting time,” said Matthew J. Espe, Armstrong’s CEO.

Mr. Grizzle said, “Armstrong is an iconic and trusted brand. I feel fortunate to have the opportunity to be part of a company so rich in history and integrity. I look forward to helping the Armstrong Building Products team drive continued growth by building on Armstrong’s strong tradition of resilience, innovation, quality and customer focus.”

Mr. Grizzle graduated from California Polytechnic University with a Bachelor of Science in Mechanical Engineering. He plans to reside in Pennsylvania with his family.

Investors: Tom Waters, tjwaters@armstrong.com or (717) 396-6354

Media: Jennifer Johnson, jenniferjohnson@armstrong.com or (866) 321-6677

Forward Looking Statement

These materials contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Such statements provide expectations or forecasts of future events. Our outcomes could differ materially due to known and unknown risks and uncertainties, including: the impact of our substantial new indebtedness; lower construction activity reducing our market opportunities; availability and costs for raw materials and energy; risks related to our international trade and business; business combinations among competitors, suppliers and customers; risks related to capital investments and restructurings; reduced business with key customers; and other factors disclosed in our recent reports on Forms 10-K, 10-Q and 8-K filed with the SEC. We try to reduce both the likelihood that these risks will affect our businesses and their potential impact. However, no matter how accurate our foresight, how well we evaluate risks, and how effective we are at mitigating them, it is still possible that one of these problems or some other issue could have an adverse effect on our business, profitability, and the carrying value of assets. We undertake no obligation to update any forward-looking statement beyond what is required by applicable securities law.

About Armstrong and Additional Information

More information about Armstrong World Industries can be found in our most recent Form 10-Q, filed with the SEC. Armstrong is a global leader in the design and manufacture of floors, ceilings and cabinets. In 2009, Armstrong's consolidated net sales totaled approximately $2.8 billion. Based in Lancaster, Pa., Armstrong operates 35 plants in eight countries and has approximately 10,000 employees worldwide. For more information, visit http://www.armstrong.com/.

Personal & Confidential

409 South 93rd Street

On behalf of Armstrong, I am very pleased to confirm our employment offer to become Armstrong's Executive Vice President, Armstrong Building Products, reporting to Matt Espe, Chief Executive Officer. Assuming you accept this offer by no later than January 6, 2011, your anticipated effective date of employment would be January 24, 2011.

You will earn a semi-monthly gross base salary of $18,750, or $450,000 annualized.

You are eligible to participate in our Management Achievement Plan with a target bonus of 75% of your annual base salary earnings. For 2011, you will receive a pro-rata bonus based on actual months worked. You must be an active employee on the payment date to receive payment, typically the beginning of March following the plan year.

You will participate in the executive Bonus Replacement Retirement Plan (BRRP) starting in 2012. The BRRP was established to allow executives to defer a small portion of income (up to $20,000) into a qualified, tax-deferred plan. Participants' contributions are exempt from FICA taxation. Your account will be maintained by Fidelity Investments, and you may choose from the same investment options provided under the 401 (k) plan.

You will be eligible for long-term incentive plan (LTIP) participation which is typically made in the form of stock based grants, with a target award value of up to 150% of your annualized base salary subject to adjustment based on individual and company performance. You will be eligible for participation at the time of the next grant.

In addition, we are pleased to offer you a one-time special grant with an award value of $500,000. The award will be comprised of 50% time-vested stock options and 50% time-vested restricted stack units. The stock options will vest and restrictions will lapse on the restricted stock units in three equal installments at one, two, and three years from the grant's effective date. The Management Development and Compensation Committee may settle the restricted stock units in cash if insufficient shares are available at the end of the restriction periods. Additional terms and conditions will be provided at the time of grant.

Armstrong offers a number of competitive benefit plans. You will receive a document which provides detailed information on costs, scope, and coverage. Your medical, dental, prescription drug, life insurance, and accidental death and dismemberment benefits are available to you on your first day of employment.

Armstrong provides two retirement savings plans for highly-compensated executives to defer income. The qualified 401 (k) savings plan, administered by Fidelity Investments, has both before-tax and after-tax contribution options. Armstrong will provide a 100% match on the first 4% of your before tax contributions and a 50% match on the next 4%. You will automatically be enrolled in the plan to contribute 4% on a before-tax basis beginning 30 days from your date of hire. You may Change this contribution level at any time. Employee contributions apply to base salary and bonus earnings only. The company match is fully vested after 3 years of service. You may choose to invest your contributions in the company match among a number of different investment plans. All interest and investment gains within the plan are tax-deferred until you make a withdrawal. You may "roll over" any before-tax monies from another tax-qualified company-sponsored plan into the Armstrong Plan.

The second plan is a nonqualified deferred compensation plan that allows executives to defer base salary and bonus compensation above a specified pay limit, $206,250 for 2011. This plan is comparable to the qualified 401 (k) plan.

You are eligible for a company-paid life insurance benefit of $150,000 and company-paid Accidental Death & Dismemberment Insurance equal to $35,000. You will also be eligible for employee-paid term or universal life insurance up to a maximum of $600,000.

You are eligible for the company-paid Executive Long-Term Disability Insurance Program. Your disability benefit is 60% of the sum of base salary and the average bonus paid over the past two years. The annual benefit is capped at $420,000. For your first calendar year of employment, we will use your annualized base salary to determine your disability benefit. Coverage for eligible benefits in excess of $300,000 will be subject to proof of insurability.

The Armstrong Flexible Spending Account programs give you the option to annually contribute up to $5,000 of pre-tax dollars into medical and dependent care accounts. These programs allow you to use your before-tax dollars for eligible health related and child or adult dependent care expenses.

As one of the company's senior executives, you are eligible for expense reimbursement up to $4,500 per year for personal financial planning and income tax preparation services. Reimbursement for these services would be taxable income to you.

We offer our senior executives a company-paid annual physical program. You may select the medical institution or facility for the physical.

You are also eligible for the relocation services described below.

Before the move	Armstrong will provide you with referrals to real estate agents, spousal career assistance and a relocation allowance equal to $10,000.
Old location home sale	The company will help you determine the fair market value of your home and manage the closing process on your behalf. You are also eligible for the Company Home Purchase Program.
Loss on sale	If needed, Armstrong will provide a Loss on Sale Payment, up to $50,000, tax assisted.
House hunting	You are entitled to one house hunting trip for you and your family for up to seven days at the new location. Because these family expenses are considered taxable income, you will receive a tax assistance payment of 60%. A second trip for up to seven days is available if needed.
Movement and storage of household goods and automobile shipment	Armstrong will cover the movement of your household goods to your new location and provide for in-transit storage of goods for up to 60 days. The company will also cover the shipment of one automobile if more than 800 miles. A second automobile may be shipped ($800 maximum).
Travel to new location	Travel to new location reimbursements include mileage, commercial travel expenses, meals and hotel en route, one night at the new location and 60% tax assistance for your family members' meal expenses.
Home Purchase at the new location	Armstrong will reimburse you for up to 1 % on loan origination fees I discount points and normal closing costs. A 60% tax assistance payment on the normal closing costs will also be provided.
Temporary Living for 30 days or less	If you need 30 days or less for temporary living, the company will cover actual expenses for you and up to 14 days for your family members' expenses with 60% tax assistance.
Temporary Living for more than 30 days	If more than 30 days is needed, the company will provide you with a lump sum payment and 60% tax assistance.

Prior to initiating action with any realtors, you are required to contact the Real Estate Department (Armstrong Realty Group, Inc.) at 717-396-3628.

1. Tax assistance is applied to those expenses allowed by IRS regulations.

2. Federal, state, and local taxes are deducted from all reimbursements.

3. You will be required to reimburse the company for relocation expenses if you voluntarily terminate or are terminated for misconduct within one year.

Severance Pay Provisions

Armstrong will provide a minimum severance payment equal to one year of base salary in the event of an involuntary termination without cause. Health care and life insurance benefits would continue at the active employee contribution levels until the earlier of 12 months, or until eligible for benefits from a new employer. Additionally, Armstrong will pay a pro-rata bonus at year-end based on actual company performance in the year of termination.

Individual Change in Control/Indemnification Agreements

You will be eligible to receive an Indemnification Agreement and an Individual Change in Control Agreement, both subject to Board approval. In the event of a change in control, the CIC agreement will extend for two years from the date of the CIC event. Severance benefits will equate to two times the sum of base salary and target bonus. If the termination occurs prior to the completion of a bonus plan year, you would earn a pro-rata bonus based on actual results achieved for the year. Health, disability, and life insurance benefits would continue until the earlier of two years following your termination of employment, or until eligible for benefits from a new employer.

All severance benefits are conditioned on you signing a release from liability and compliance with restrictive covenants.

Annually, Armstrong observes a total of eleven holidays; one of these days may be personally scheduled. You will qualify for five weeks of vacation.

The above offer equates to $787,500 annual total cash compensation at the target bonus level, with upside opportunity. In addition, this offer includes a special equity award valued at $500,000 on the grant's effective date.

1. Passing the Background Verifications and Drug Tests.

In order to begin your employment with Armstrong, you must successfully complete a drug screening test and the background checks. Our background checking vendor, HireRight, will contact you via your email account, with instructions for authorizing a background check and your drug test.

2. Providing Proof of Your Right to Work in the United States.

You will be required to show proof of your right to work in the United States within three days of your start date. Examples of suitable documentation area current United States passport, a state issued driver's license or I.D. card with a photograph and an original social security card, a state-issued driver's license or I.D. card with a photograph and a birth certificate issued by the state, county. or other municipality, an Alien Registration Card with photograph, a Certificate of U.S. Citizenship, or a Certificate of Naturalization.

3. Agreement to the Armstrong Terms and Conditions.

This offer requires that you agree to the "Armstrong World Industries Inc., Statement of US Employment Terms and Conditions" found at the end of this letter. By accepting this offer, you agree that you have relied only on the terms defined in this offer. Please note that you must satisfy the drug test requirement prior to your first day of employment

Once you have acknowledged your acceptance of this employment offer, a member of our Human Resources department will contact you to discuss the next steps.

Please acknowledge your acceptance of this offer by completing the Acceptance Confirmation section found below and returning the signed letter to me by mail or by faxing it to (717) 396-6046. The official record of this offer letter will be filed with our Human Resources Office.

Vic, I am very pleased to extend this offer to you. You will be a valuable addition to our team and I look forward to the opportunity of working together. If you have any questions, please do not hesitate to give me a call.

Senior VP - Human Resources Armstrong World Industries, Inc.

Armstrong World Industries Inc., Statement of US Employment Terms and Conditions

Please understand that your employment at Armstrong World Industries Inc. will be subject to the following terms and conditions. Failure to follow these terms and conditions may result in disqualification from further consideration for employment, withdrawal of an offer of employment or termination of your employment with Armstrong.

1. Offer Contingencies

Drug/Background Screens . Your employment is contingent Upon your successful completion of a substance/drug test screening, and all background checks. A confirmed positive drug screening test will exclude you from further consideration for employment. You also understand and authorize Armstrong and any of its agents, employees or contractors to investigate all of the information you provide in connection with your interest in employment With Armstrong. You also agree to waive and release any claims that may result from the use, disclosure or release of any information related to this investigation, and you understand that an unfavorable result of the background investigation may result in the withdrawal of this employment offer. You also agree and understand that all information provided in connection with your interest in employment with Armstrong will be stored electronically in the United States.

·	Employment Eligibility . You will be required to verify that you are authorized to work in the United States.

·	Conflict of Interest and Confidentiality . Armstrong World Industries Inc. does not wish to receive any documents or any other confidential information concerning any business, technical or other information that you received as a result of any former employment.

Existing Employment Agreements . You agree that you are not bound under any agreement which prohibits you from being employed by Armstrong World Industries Inc., or any of its subsidiaries. You understand that in the event such an agreement exists, Armstrong World Industries Inc. has the right to end your employment or Challenge any such agreement in its sole discretion.

·	Intellectual Property . You will need to sign the Armstrong World Industries Inc., Intellectual Property and Confidential Information Agreement during your orientation.

2. Work Schedules . Although management will make efforts to accommodate individual preferences, the company may at times require overtime, shift work, changes in work schedules and facility transfers.

3. Direct Deposit . Direct deposit to employees' bank accounts is our preferred payment method. Armstrong's Shared Service Center will mail you a New Hire Informational Packet which includes an Authorization Agreement for Direct Deposit. Please mail this form and avoided blank check from your bank, to the Shared Services Center. The Shared Services Center can assist you in obtaining a bank account for direct deposit purposes if you need this type of assistance.

4. Employment "At Will" . You understand and agree that your employment with Armstrong World Industries Inc. is "at will” meaning that either you or Armstrong may terminate your employment and compensation with or without cause, with or without notice, at any time. You also acknowledge and agree that no Armstrong policy, handbook, manual, publication, procedure or rule is intended to create a contract of employment nor intended to modify your "at will" relationship with Armstrong. No manager, supervisor or other representative of Armstrong has any authority to modify this relationship or to make any agreements to the contrary other than the CEO of Armstrong. No such agreements shall be valid unless they are in writing by this officer of Armstrong. This is the entire understanding and agreement regarding your employment relationship with Armstrong and the right of Armstrong or you to terminate the relationship with or without good cause, and this understanding takes the place of all prior agreements, representations, and understandings regarding your employment at Armstrong.

5. Falsification . Honesty and integrity are core values at Armstrong. You certify that all the information and statements made by you at any time in connection with your interest in employment at Armstrong are true and complete, and that Armstrong will rely upon the information you provide. You understand and agree that if you submit false information or omit information, you will no longer be considered a candidate for employment with our company or. if employed at Armstrong, you will be subject to the termination of your employment.

Acceptance Confirmation

I accept this offer of employment with Armstrong World Industries Inc., as outlined above and in accordance with the Terms and Conditions in this letter.

Signature : /s/ Victor Grizzle _______________________________

(Signature required)

Please Print Your Name: ____ Victor Grizzle __________________

Date Accepted: ______ January 4, 2011 ______________________

Armstrong New Hire Record Information

Please complete the following information so that we can initiate your Armstrong personnel record, your payroll and tax records, and begin planning for your arrival at the company. We are unable to begin ordering your work related tools and equipment prior to initiating your personnel record in our systems. Additional information will be collected during orientation for your benefit enrollments.

Planned Start Date: ____ January 17, 2011 _____________________

Personal and Confidential

Date of Birth: _______________________

Marital Status (check one): ____ Married ____ Single/Divorced

Social Security #:_____________________

Gender (check one): _____ Male ______ Female

Home Phone Number: _____________________

For Pennsylvania Residents Only:

Municipality: _____________________

School District: _____________________

Please fax this letter to me at (717) 396-6046.

Senior VP - Human Resources Armstrong World Industries, Inc.