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PA
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23-0366390
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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10.1 Form of Armstrong World Industries, Inc. 2007 Annual Award Agreement Under 2006 Phantom Stock Unit Plan.
10.2 Schedule of Participating Directors
Armstrong World Industries, Inc. has entered into director phantom stock unit agreements
ARMSTRONG WORLD INDUSTRIES, INC.
OCTOBER 2007 AWARD UNDER
2006 PHANTOM STOCK UNIT PLAN
Unit Agreement
Armstrong World Industries, Inc. (the "Corporation") and ____________________ (the
"Participant") for good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged and intending to be legally bound hereby, agree as follows:
1. Award of Units. The Corporation hereby confirms the grant to the Participant on
October 22, 2007 (the "Date of Award") of 2,125 Units ("Units"), subject to the terms and
conditions of the Armstrong World Industries, Inc. 2006 Phantom Stock Unit Plan (the "Plan")
and this Unit Agreement (this "Agreement").
Each Unit is issued in accordance with and is subject to all of the terms,
conditions and provisions of the Plan, which is incorporated by reference and made a part of this
Agreement as though set forth in full herein. The Participant acknowledges that he has received
a copy of and is familiar with the terms of the Plan. Capitalized terms used in this Agreement
and not otherwise defined herein shall have the respective meanings provided in the Plan unless
the context requires otherwise.
2. Vesting and Forfeiture.
(a) Subject to Section 4.4(c) of the Plan and Section 2.2(b) of this Agreement,
pursuant to which Units may be forfeited, the Units awarded hereby shall vest, contingent upon
the awardee's continued service as a director of the Corporation, on the earlier of:
(i) the one year anniversary of the Date of Award; or
(ii) the date of any Change in Control Event.
(b) Vested Units shall become payable on the earlier of:
(i) the six month anniversary of the Participant's separation from
service from the Corporation for any reason other than a removal
for cause, or
(ii) the date of any Change in Control Event, provided that the
Participant is a director of the Corporation on such date and that
such Change in Control Event also qualifies as a change in
ownership or effective control of the Corporation or a change in
ownership of a substantial portion of the Corporation's assets,
within the meaning of Section 409A of the Code.
(c) Upon the date of termination of the Participant's service with the
Corporation for cause, as determined by the Board or the Committee, all Units for which the
Payment Date has not occurred, whether vested or unvested, shall immediately be forfeited to the
Corporation without consideration or further action being required of the Corporation. Upon the
effective date of a separation of the awardee's service as a director with the Corporation for any
reason other than cause, as determined by the Board or the Committee, all unvested Units shall
immediately be forfeited to the Corporation without consideration or further action being
required of the Corporation.
3. Payment. The Participant shall receive a cash payment with respect to each
vested Unit held by the Participant for which the Payment Date has occurred in the amount and
at the time set forth in the Plan. Notwithstanding any provision of the Plan or this Agreement,
once payment is made with respect to a Unit, no Participant nor any other person shall be entitled
to any additional payment with respect to that Unit. The Participant shall have no rights as a
shareholder of the Corporation by virtue of such Units, but shall be entitled to receive dividend
equivalents, as provided in the Plan.
4. Restrictions on Transfer. The Units granted to the Participant hereby may not be
transferred and each Unit shall be payable during the Participant's lifetime only to the
Participant.
5. Interpretation of Plan and Agreement. Any dispute or disagreement which shall
arise under, or as a result of or pursuant to, this Agreement shall be determined by the Board or
the Committee, and any such determination or any other determination by the Board or the
Committee under or pursuant to this Agreement and any interpretation by the Board or the
Committee of the terms of this Agreement or the Plan shall be final, binding and conclusive on
all persons affected thereby. This Agreement is the agreement referred to in Section 4.2 of the
Plan. If there is any conflict between the Plan and this Agreement, the provisions of the Plan
shall control.
6. Miscellaneous.
(a) This Agreement shall not be deemed to limit or restrict the right of the
Corporation or its shareholders to remove the Participant from service as a director at any time,
for any reason, or affect any right which the Corporation or its shareholders may have to elect
directors.
(b) The Plan and Agreement constitute a mere promise by the Corporation to
make payments in the future. The Corporation's obligations under the Plan shall be unfunded
and unsecured promises to pay. The Corporation shall not be obligated under any circumstance
to fund its financial obligations under the Plan. To the extent that the Participant acquires a right
to receive payments under the Plan, such right shall be no greater than the right, and the
Participant shall at all times have the status, of a general unsecured creditor of the Corporation.
(c) Except as may be required by law, the Participant shall have no right to,
directly or indirectly, alienate, assign, transfer, pledge, anticipate or encumber any amount that is
or may be payable hereunder, including in respect of any liability of the Participant for alimony
or other payments for the support of a spouse, former spouse, child or other dependent, prior to
actually being received by the Participant, nor shall the Participant's rights to payments under the
Plan be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by creditors of the Participant or to the debts,
contracts, liabilities, engagements, or torts of the Participant, or transfer by operation of law in
the event of bankruptcy or insolvency of the Participant, or any legal process.
IN WITNESS WHEREOF, the Corporation and the Participant have executed this
Agreement on the Date of Award.
ARMSTRONG WORLD INDUSTRIES, INC.
By:
Participant
with certain of its directors, including James J. Gaffney, Robert C. Garland,
Judith R. Haberkorn, James J. O'Connor, Russell F. Peppet, Arthur J. Pergament,
John J. Roberts and Alexander M. Sanders, Jr.