Exhibit 10.1

TRANSITION SERVICES AGREEMENT

BY AND BETWEEN

ARMSTRONG WORLD INDUSTRIES, INC.

AND

ARMSTRONG FLOORING, INC.

DATED AS OF APRIL 1, 2016

TABLE OF CONTENTS

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TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT, dated as of April 1, 2016 (this “ Transition Services Agreement ”), is by and between Armstrong World Industries, Inc., a Pennsylvania corporation (“ AWI ”), and Armstrong Flooring, Inc., a Delaware corporation (“ AFI ”).

R E C I T A L S:

WHEREAS, the board of directors of AWI (the “ AWI Board ”) has determined that it is in the best interests of AWI to separate AWI’s flooring business from its ceilings (building products) business, creating two independent industry-leading publicly traded companies;

WHEREAS, in furtherance of the foregoing, the AWI Board has determined that it is in the best interests of AWI to separate the AFI Business from the AWI Business (the “ Separation ”) and, following the Separation, to make a distribution of all of the outstanding AFI Shares owned by AWI to holders of AWI Shares, on a pro rata basis (the “ Distribution ”);

WHEREAS, to effectuate the Separation and the Distribution, AWI and AFI have entered into a Separation and Distribution Agreement, dated as of March 11, 2016 (the “ Separation and Distribution Agreement ”);

WHEREAS, in furtherance of the foregoing, as provided in the Separation and Distribution Agreement, the AWI Board has adopted and approved a Plan of Division (the “ Plan of Division ”) to effect the separation of the AFI Business from the AWI Business by means of a division pursuant to the applicable provisions of the Pennsylvania Entity Transactions Law (the “ Division ”), pursuant to which AWI will divide into AWI, which will be the dividing association and retain the assets and liabilities related primarily to the AWI Business, and AFI Intermediate Co., a Pennsylvania corporation created by, and resulting from, the Division, which will be allocated the assets and liabilities related primarily to the AFI Business (“ AFI Division Sub ”), in each case as set forth in the Plan of Division;

WHEREAS, after the Division Effective Time, AFI Division Sub will merge with and into AFI, with AFI surviving the merger as a wholly-owned subsidiary of AWI (the “ Merger ”), on the terms and subject to the conditions set forth in that certain Agreement and Plan of Merger, to be entered into after the Division Effective Time by and between AFI and AFI Division Sub (the “ Merger Agreement ”); and

WHEREAS, to facilitate and provide for an orderly transition in connection with the Separation and the Distribution, the Parties desire to enter into this Transition Services Agreement to set forth the terms pursuant to which each of the Parties shall provide Services to the other Party for a transitional period.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Transition Services Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions . For purposes of this Transition Services Agreement, the following terms shall have the following meanings:

“ Action ” shall mean any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any Governmental Authority.

“ Additional Services ” shall have the meaning set forth in Section 2.01(b) .

“ Affiliate ” shall mean, when used with respect to a specified Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, “control” (including with correlative meanings, “controlled by” and “under common control with”), when used with respect to any specified Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise. It is expressly agreed that, for purposes of this Transition Services Agreement, (a) no member of the AFI Group shall be deemed to be an Affiliate of any member of the AWI Group and (b) no member of the AWI Group shall be deemed to be an Affiliate of any member of the AFI Group.

“ AFI ” shall have the meaning set forth in the Preamble.

“ AFI Business ” shall mean (a) the business, operations and activities of the Resilient Flooring and the Wood Flooring segments of AWI conducted at any time prior to the Division Effective Time by either Party or any of their current or former Subsidiaries and (b) except for the Retained Legacy Matters (as defined in the Separation and Distribution Agreement)(which are expressly excluded from the AFI Business), any terminated, divested or discontinued businesses, operations and activities that, at the time of termination, divestiture or discontinuation, primarily related to the business, operations or activities described in clause (a) as then conducted, including those set forth on Schedule 1.2 to the Separation and Distribution Agreement.

“ AFI Division Sub ” shall have the meaning set forth in the Recitals.

“ AFI Group ” shall mean AFI and each Person that is a Subsidiary of AFI.

“ AFI Historical Financial Data ” shall mean financial Information to the extent related to the AFI Business prior to the Distribution Effective Date and contained within the SAP Database, including internal statements of cash flows with respect to distributions, contributions or other transfers of cash or other funds, general ledger accounts, customer payment history, customer claims and audits, invoices and inventory information.

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“ AFI SAP Personnel ” shall mean those AFI personnel that AFI has identified in writing to AWI and require access to the AFI Historical Financial Data to perform their duties as it relates to the AFI Business.

“ AFI Shares ” shall mean the shares of common stock, par value $0.0001 per share, of AFI.

“ Ancillary Agreement ” shall mean all agreements (other than the Separation and Distribution Agreement) entered into by the Parties or the members of their respective Groups (but as to which no Third Party is a party) in connection with the Separation, the Distribution, or the other transactions contemplated by the Separation and Distribution Agreement, including this Transition Services Agreement, the Tax Matters Agreement, the Employee Matters Agreement, the Trademark License Agreement, the Transition Trademark License Agreement, the Lease Agreement and the Transfer Documents (each as defined in the Separation and Distribution Agreement).

“ AWI ” shall have the meaning set forth in the Preamble.

“ AWI Board ” shall have the meaning set forth in the Recitals.

“ AWI Business ” shall mean all businesses, operations and activities (whether or not such businesses, operations or activities are or have been terminated, divested or discontinued) conducted at any time prior to the Distribution Effective Time by either Party or any member of its Group, other than the AFI Business.

“ AWI Group ” shall mean AWI and each Person that is a Subsidiary of AWI (and expressly excluding AFI and any other member of the AFI Group).

“ AWI Historical Financial Data ” shall mean financial Information to the extent related to the AWI Business prior to the Effective Date and contained within the SAP Database, including internal statements of cash flows with respect to distributions, contributions or other transfers of cash or other funds, general ledger accounts, customer payment history, customer claims and audits, invoices and inventory information.

“ AWI Shares ” shall mean the shares of common stock, par value $0.01 per share, of AWI.

“ Cause ” shall mean, with respect to any employee of any member of the AFI Group, and solely for purposes of Section 2.02(e) , (a) engaging by the employee in gross misconduct that is demonstrably and materially injurious to AFI or the AFI Group, (b) the employee’s commission of a felony or crime involving moral turpitude, (c) engaging by the employee in fraud, theft or misappropriation of funds with respect to AFI or the AFI Group, or (d) the employee’s material violation of the AFI code of conduct.

“ Charge ” and “ Charges ” have the meaning set forth in Section 2.03 .

“ Confidential Information ” means all Information that is either confidential or proprietary.

“ Dispute ” shall have the meaning set forth in Section 9.16 .

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“ Distribution ” shall have the meaning set forth in the Recitals.

“ Distribution Date ” shall mean the date of the consummation of the Distribution, which shall be determined by the AWI Board in its sole and absolute discretion.

“ Distribution Effective Time ” shall mean 11:59 p.m., New York City time, on the Distribution Date.

“ Division ” shall have the meaning set forth in the Recitals.

“ Division Effective Time ” shall mean the time of the filing of a Statement of Division with the Department of Statement of the Commonwealth of Pennsylvania pursuant to Section 366 of the Pennsylvania Entity Transactions Law and in accordance with the Plan of Division.

“ Force Majeure ” shall mean, with respect to a Party, an event beyond the control of such Party (or any Person acting on such Party’s behalf), which event (a) does not arise or result from the fault or negligence of such Party (or any Person acting on such Party’s behalf) and (b) by its nature would not reasonably have been foreseen by such Party (or such Person), or, if it would reasonably have been foreseen, was unavoidable, and includes acts of God, acts of civil or military authority, embargoes, epidemics, war, riots, insurrections, fires, explosions, earthquakes, floods, unusually severe weather conditions, labor problems or unavailability of parts, or, in the case of computer systems, any failure in electrical or air conditioning equipment.

“ Governmental Authority ” shall mean any nation or government, any state, municipality or other political subdivision thereof, and any body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, government and any executive official thereof.

“ Group ” shall mean either the AFI Group or the AWI Group, as the context requires.

“ Information ” shall mean information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business information or data.

“ Interest Payment ” shall have the meaning set forth in Section 4.02 .

“ Law ” shall mean any national, supranational, federal, state, provincial, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty (including any income tax treaty), license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other requirement, in each case, enacted, promulgated, issued or entered by a Governmental Authority.

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“ Level of Service ” shall have the meaning set forth in Section 2.02(c) .

“ Liabilities ” shall mean all debts, guarantees, assurances, commitments, liabilities, responsibilities, Losses, remediation, deficiencies, settlements, sanctions, interest and obligations of any nature or kind, whether accrued or fixed, absolute or contingent, matured or unmatured, accrued or not accrued, asserted or unasserted, liquidated or unliquidated, foreseen or unforeseen, known or unknown, reserved or unreserved, or determined or determinable, including those arising under any Law, Action, or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority or arbitration tribunal, and those arising under any contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment or undertaking, or any equitable relief that is imposed, in each case, including all costs and expenses relating thereto.

“ Losses ” shall mean actual losses, costs, taxes, damages, fines, penalties and expenses (including legal and accounting fees and expenses and costs of investigation and litigation), whether or not involving a Third-Party Claim.

“ Merger ” shall have the meaning set forth in the Recitals.

“ Merger Agreement ” shall have the meaning set forth in the Recitals.

“ Minimum Service Period ” means the period commencing on the Distribution Date and ending on the six-month anniversary of the Distribution Date.

“ Parties ” means the parties to this Transition Services Agreement.

“ Pennsylvania Entity Transactions Law ” means the Entity Transactions Law of the Commonwealth of Pennsylvania, 15 Pa.C.S. §311 et seq .

“ Person ” shall mean an individual, a corporation, a general or limited partnership, a trust, a joint venture, an unincorporated organization, a limited liability entity, any other entity and any Governmental Authority.

“ Plan of Division ” shall have the meaning set forth in the Recitals.

“ Prime Rate ” means the then published prime interest rate upon unsecured loans charged by JP Morgan Chase Bank (or any successor thereto) on loans of 90 days.

“ Provider ” means, with respect to any Service, the Party identified on Schedule 1 hereto as the “Provider” of such Service.

“ Provider Indemnitees ” shall have the meaning set forth in Section 7.03 .

“ Recipient ” means, with respect to any Service, the Party receiving such Service hereunder.

“ Recipient Indemnitees ” shall have the meaning set forth in Section 7.04 .

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“ Representatives ” shall mean, with respect to any Person, any of such Person’s directors, officers, employees, agents, consultants, advisors, accountants, attorneys or other representatives.

“ SAP Database ” shall mean the financial applications in the SAP enterprise resource planning and data management systems utilized by AWI Finance personnel in the performance of their duties as of the date hereof.

“ SAP Database Access Period ” means a period of one year, commencing on the Effective Date.

“ Separation ” shall have the meaning set forth in the Recitals.

“ Separation and Distribution Agreement ” shall have the meaning set forth in the Recitals.

“ Service Period ” means, with respect to any Service, the period commencing on the Distribution Date and ending on the earlier of (a) the date that a Party terminates the provision of such Service pursuant to Section 5.02 and (b) the date set forth on Schedule 1 with respect to such Service.

“ Services ” shall have the meaning set forth in Section 2.01 .

“ Subsidiary ” shall mean, with respect to any Person, any corporation, general or limited partnership, trust, joint venture, unincorporated organization, limited liability company or other entity of which such Person (a) beneficially owns, either directly or indirectly, more than fifty percent (50%) of (i) the total combined voting power of all classes of voting securities, (ii) the total combined equity interests or (iii) in the case of a partnership, is a general partner, or (b) otherwise has the power to vote, either directly or indirectly, sufficient securities to elect a majority of the board of directors or similar governing body.

“ Tax ” shall have the meaning set forth in the Tax Matters Agreement.

“ Tax Matters Agreement ” shall mean the Tax Matters Agreement entered into as of the date hereof by and between AWI and AFI and/or one or more members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement.

“ Taxing Authority ” shall have the meaning set forth in the Tax Matters Agreement.

“ Termination Charges ” shall mean, with respect to the termination of any Service pursuant to Section 5.02(a)(i) , the sum of (a) any and all costs, fees and expenses (other than any severance or retention costs) payable to a Third Party by the Provider of such Service principally because of the early termination of such Service; provided , however , that the Provider shall use commercially reasonable efforts to minimize any costs, fees or expenses payable to any Third Party in connection with such early termination of such Service and credit any such reductions against the Termination Charges payable by the Recipient; and (b) any additional severance and retention costs, if any, because of the early termination of such Service that the Provider of such

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terminated Service incurs to employees who had been retained primarily to provide such terminated Service (it being agreed that the costs set forth in this clause (b) shall only be the amount, if any, in excess of the severance and retention costs that such Provider would have paid to such employees if the Service had been provided for the full period during which such Service would have been provided hereunder but for such early termination).

“ Third Party ” shall mean any Person other than the Parties or any of their Affiliates.

“ Third-Party Claim ” shall mean any Action commenced by any Third Party against any Party or any of its Affiliates.

“ Trademark License Agreement ” shall mean the Trademark License Agreement entered into on the date hereof by and between AWI and AFI and/or any members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement.

“ Transition Committee ” shall mean the transition committee established pursuant to the Separation and Distribution Agreement to be responsible for monitoring and managing all matters related to the transactions contemplated by the Separation and the Distribution Agreement, this Transition Services Agreement and the other Ancillary Agreements.

“ Transition Services Agreement ” shall have the meaning set forth in the Preamble.

“ Transition Trademark License Agreement ” shall mean the Transition Trademark License Agreement entered into on the date hereof by and between AWI and AFI and/or any members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement.

ARTICLE II

SERVICES

Section 2.01 Services .

(a) Commencing as of the Distribution Effective Time, the Provider agrees to provide, or to cause one or more members of its Group to provide, to the Recipient, or any members of the Recipient’s Group, the applicable services (the “ Services ”) set forth on Schedule 1 hereto, in each case for the applicable Service Period set forth on Schedule 1 hereto.

(b) At any time after the Distribution Effective Time and during the term of this Transition Services Agreement, either Party may request that the other Party provide or cause its Group to provide additional services hereunder (the “ Additional Services ”) by providing written notice of such request, it being understood that, unless such Additional Services are included on Schedule 1 hereto as pre-approved Additional Services, the Party that receives such request may in its sole discretion decline to provide such requested Additional Services. If a Provider undertakes to provide the Additional Services, upon the mutual written agreement as to the nature, cost, duration and scope of such Additional Services, AWI and AFI shall supplement in writing the Services set forth on Schedule 1 hereto to include such Additional Services. Except where the context otherwise indicates or requires, any such Additional Services shall be deemed to be “Services” under this Agreement.

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Section 2.02 Performance of Services .

(a) The Provider shall perform, or shall cause one or more members of its Group to perform, all Services to be provided by the Provider in a manner that is based on its past practice and that is substantially similar in all material respects to the analogous services provided by or on behalf of AWI or any of its Subsidiaries to AWI or its applicable functional group or Subsidiary prior to the Distribution Effective Time.

(b) Nothing in this Transition Services Agreement shall require the Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of any applicable Law or any existing contract or agreement with a Third Party. If the Provider is or becomes aware of any potential violation on the part of the Provider, the Provider shall use commercially reasonable efforts to promptly advise the Recipient of such potential violation, and the Provider and the Recipient will mutually seek an alternative that addresses such potential violation. The Parties agree to cooperate in good faith and use commercially reasonable efforts to obtain any necessary Third Party consents required under any existing contract or agreement with a Third Party to allow the Provider to perform, or cause to be performed, all Services to be provided by the Provider hereunder in accordance with the standards set forth in this Section 2.02 . Unless otherwise agreed in writing by the Parties, all reasonable and documented out-of-pocket costs and expenses (if any) incurred by any Party or any member of its Group in connection with obtaining any such Third Party consent that is required to allow the Provider to perform or cause to be performed such Services shall be divided proportionately between the Provider and the Recipient in accordance with such Parties’ respective utilization of such Services at such time. If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required Third Party consent, or the performance of such Service by the Provider would constitute a violation of any applicable Law, the Provider shall have no obligation whatsoever to perform or cause to be performed such Service.

(c) The Provider shall not be obligated to perform or to cause to be performed any Service in a manner that is materially more burdensome (with respect to service quality or quantity) than analogous services provided to AWI or its applicable functional group or Subsidiary during the 12-month period immediately before the date of this Transition Services Agreement (collectively referred to as the “ Level of Service ”). Without limiting the generality of the foregoing, but subject to Section 2.02(e) , the Provider shall not be required to maintain the employment of any specific employee(s), hire additional employees or third-party service providers or purchase, or purchase, lease or license any additional equipment, software or other assets or properties in order the provide the Services hereunder. If the Recipient requests that the Provider perform or cause to be performed any Service in a manner that exceeds the Level of Service, then the Parties shall cooperate and act in good faith to determine whether the Provider will be required to provide such requested higher Level of Service. If the Parties determine that the Provider shall provide the requested higher Level of Service, then such higher Level of Service shall be documented in a written agreement signed by the Parties, which may be an amendment or addendum to this Transition Services Agreement. Each amended section of

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Schedule 1 hereto, as agreed to in writing by the Parties, shall be deemed part of this Transition Services Agreement as of the date of such written agreement and the Level of Service increases set forth in such written agreement shall be deemed a part of the “Services” provided under this Transition Services Agreement, in each case subject to the terms and conditions of this Transition Services Agreement.

(d) (i) Neither the Provider nor any member of its Group shall be required to perform or to cause to be performed any of the Services for the benefit of any Third Party or any other Person other than the Recipient and the members of its Group, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02 OR SECTION 7.04 , EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL SERVICES ARE PROVIDED ON AN “AS-IS” BASIS, THAT THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND THAT THE PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.

(e) AFI shall not, and shall cause each member of the AFI Group not to, terminate the employment of any employee of any member of the AFI Group to be included on a list of employees to be agreed to by the Parties, other than for Cause, in each case during the term of the applicable Service Period set forth on Schedule 1 hereto for which such employee is providing Services hereunder.

(f) Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Transition Services Agreement. No Party shall knowingly take any action in violation of any such applicable Law.

Section 2.03 Charges for Services . The Recipient shall pay the Provider of the Services a fee (either one-time or recurring) for such Services (or category of Services, as applicable) (each fee constituting a “ Charge ” and, collectively, “ Charges ”), which Charges shall be agreed to by the Parties from time to time. During the term of this Transition Services Agreement, the amount of a Charge for any Service may be modified to the extent of (a) any adjustments mutually agreed to by the Parties, (b) any adjustments due to a change in Level of Service requested by the Recipient and agreed upon by the Provider, and (c) any adjustment in the rates or charges imposed by any Third Party provider that is providing Services (proportional to the respective use of such Services by each Party). Together with any invoice for Charges, the Provider shall provide the Recipient with reasonable documentation, including any additional documentation reasonably requested by the Recipient to the extent that such documentation is in the Provider’s or its Group’s possession or control, to support the calculation of such Charges.

Section 2.04 Changes in the Performance of Services . Subject to the performance standards for Services set forth in Sections 2.02(a) , 2.02(b) and 2.02(c) , the Provider may make

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changes from time to time in the manner of performing the Services if the Provider is making similar changes in performing analogous services for itself and if the Provider furnishes to the Recipient reasonable prior written notice (in content and timing) of such changes. No such change shall materially adversely affect the timeliness or quality of the applicable Service. If any such change by the Provider reasonably requires the Recipient to incur an increase in costs and expenses of at least five percent (5%), in the aggregate, in order to continue to receive and utilize the applicable Services in the same manner as the Recipient was receiving and utilizing such Service prior to such change, the Provider shall be required to reimburse the Recipient for all such reasonable increase in costs and expenses. Upon request, the Recipient shall provide the Provider with reasonable documentation, including any additional documentation reasonably requested by the Provider to the extent such documentation is in the Recipient’s or its Group’s possession or control, to support the calculation of such increase in costs and expenses.

Section 2.05 Transitional Nature of Services . The Parties acknowledge the transitional nature of the Services and agree to cooperate in good faith and to use commercially reasonable efforts to effectuate a smooth transition of the Services from the Provider to the Recipient (or its designee).

Section 2.06 Subcontracting . A Provider may hire or engage one or more Third Parties to perform any or all of its obligations under this Transition Services Agreement; provided , however , that (a) such Provider shall use the same degree of care (but at least reasonable care) in selecting each such Third Party as it would if such Third Party was being retained to provide similar services to the Provider and (b) such Provider shall in all cases remain primarily responsible for all of its obligations under this Transition Services Agreement with respect to the scope of the Services, the performance standard for Services set forth in Sections  2.02(a) , 2.02(b) and 2.02(c) and the content of the Services provided to the Recipient. Subject to the confidentiality provisions set forth in Article VI , each Party shall, and shall cause their respective Affiliates to, provide, upon thirty (30) days’ prior written notice from the other Party, any Information within such Party’s or its Affiliates’ possession that the requesting Party reasonably requests in connection with any Services being provided to such requesting Party by a Third Party, including any applicable invoices, agreements documenting the arrangements between such Third Party and the Provider and other supporting documentation; provided , further , that each Party shall make no more than one such request during any calendar quarter.

ARTICLE III

OTHER ARRANGEMENTS

Section 3.01 Access .

(a) AFI shall, and shall cause the members of the AFI Group to, allow AWI and the members of the AWI Group and their respective Representatives reasonable access to the facilities of the AFI Group that is necessary for the AWI Group to fulfill their obligations under this Transition Services Agreement. In addition to the foregoing right of access, AFI shall, and shall cause the AFI Group to, afford AWI, the members of the AWI Group and their respective Representatives, upon reasonable advance written notice, reasonable access during normal business hours to the facilities, Information, systems, infrastructure and personnel of AFI and the members of the AFI Group as reasonably necessary for AWI to verify the adequacy of internal

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controls over information technology, reporting of financial data and related processes employed in connection with the Services being provided by AFI or the members of the AFI Group, including in connection with verifying compliance with Section 404 of the Sarbanes-Oxley Act of 2002; provided that (i) such access shall not unreasonably interfere with any of the business or operations of AFI or any member of the AFI Group and (ii) in the event that AFI determines that providing such access could be commercially detrimental, violate any applicable Law or agreement or waive any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit such access in a manner that avoids each of such harm and consequence. AWI agrees that all of its and the AWI Group’s employees shall, and that it shall use commercially reasonable efforts to cause its Representatives’ employees to, when on the property of AFI or a member of the AFI Group, or when given access to any facilities, Information, systems, infrastructure or personnel of AFI or a member of the AFI Group, conform to the policies and procedures of AFI and the members of the AFI Group, as applicable, concerning health, safety, conduct and security which are made known or provided to AWI from time to time.

(b) AWI shall, and shall cause the members of the AWI Group to, allow AFI and the AFI Group and their respective Representatives reasonable access to the facilities of AWI and the members of the AWI Group that is necessary for AFI and the AFI Group to fulfill their obligations under this Transition Services Agreement. In addition to the foregoing right of access, AWI shall, and shall cause the members of the AWI Group to, afford AFI, the AFI Group and their respective Representatives, upon reasonable advance written notice, reasonable access during normal business hours to the facilities, Information, systems, infrastructure and personnel of AWI and the members of the AWI Group as reasonably necessary for AFI to verify the adequacy of internal controls over information technology, reporting of financial data and related processes employed in connection with the Services being provided by AWI or the members of the AWI Group, including in connection with verifying compliance with Section 404 of the Sarbanes-Oxley Act of 2002; provided that (i) such access shall not unreasonably interfere with any of the business or operations of AWI or any of the members of the AWI Group and (ii) in the event that AWI determines that providing such access could be commercially detrimental, violate any applicable Law or agreement or waive any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit such access in a manner that avoids each of such harm and consequence. AFI agrees that all of its and the members of the AFI Group’s employees shall, and that it shall use commercially reasonable efforts to cause its Representatives’ employees to, when on the property of AWI or the property of the member of the AWI Group, or when given access to any facilities, Information, systems, infrastructure or personnel of AWI or a member of the AWI Group, conform to the policies and procedures of AWI and the members of the AWI Group, as applicable, concerning health, safety, conduct and security which are made known or provided to AFI from time to time.

Section 3.02 Access to SAP Database .

(a) Access . AWI shall provide AFI SAP Personnel reasonable access (subject to restrictions set forth in Section 3.02(b) ), to the SAP Database during the SAP Database Access Period, insofar as such access is reasonably required by AFI to access and use the AFI Historical Financial Data solely as it relates to the conduct of the AFI Business (including any searches for specific AFI Historical Financial Data and the making of copies thereof).

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(b) Access Requirements . Without limiting the confidentiality provisions set forth in Article VI below and any other restrictions contained in this Agreement, AFI shall, and shall cause the AFI SAP Personnel, to (i) use the SAP Database with reasonable care and only in the ordinary course of business and in the manner and for the purposes for which it is intended, (ii) establish commercially reasonable internal controls to prevent unauthorized access, use, modification or dissemination of the SAP Database and AWI Historical Financial Information, (iii) not use any AWI Historical Financial Data for any reason without prior written consent of AWI, (iv) not alter, change or add data or entries that would impact AWI or the AWI Historical Financial Data in any way, and (v) not grant any Third Party access to the SAP Database or AWI Historical Financial Data contained therein without prior written consent from AWI. AFI shall, and shall cause the AFI Group to, afford AWI, the members of the AWI Group and their respective Representatives, upon reasonable advance written notice, reasonable access during normal business hours to the AFI SAP Personnel, facilities, systems, infrastructure and other personnel of AFI and the members of the AFI Group as reasonably necessary for AWI to verify the adequacy of internal controls over the SAP Database and AWI Historical Financial Data. AFI shall follow any reasonable guidelines or directions provided by AWI with respect to the access and use of the SAP Database.

(c) Ownership . AWI Historical Financial Data shall remain the property of AWI, and AFI Historical Financial Data shall remain the property of AFI. Each Party acknowledges that the SAP Database may include Information owned by another Party or a member of another Party’s Group and not related to it or its Business, including sensitive financial information. Each Party agrees, subject to requirements of applicable Law that any such Information is to be treated as Confidential Information of the Party or Parties to which it relates and handled in accordance with Article VI . AWI, in its capacity as operator of the SAP Database, shall take commercially reasonable measures in connection with such access and related activities to preserve the integrity and confidentiality of the SAP Database and the Information contained therein, including the AFI Historical Financial Data.

(d) Destruction . Notwithstanding the obligations set forth in Section 6.02 , both Parties acknowledge and agree that following the end of the SAP Database Access Period and in accordance with AWI’s records management policies and procedures, AWI shall use commercially reasonable efforts to (i) purge the AFI Historical Financial Data from the SAP Database, or (ii) if such purging is not practicable, encrypt or otherwise make unreadable or inaccessible such AFI Historical Financial Data.

ARTICLE IV

BILLING; TAXES

Section 4.01 Procedure . Charges for the Services shall be charged to and payable by the Recipient. Amounts payable pursuant to this Transition Services Agreement shall be paid by wire transfer (or such other method of payment as may be agreed between the Parties from time to time) to the Provider (as directed by the Provider), on a monthly basis, which amounts shall be due within thirty (30) days after the Recipient’s receipt of each such invoice, including reasonable documentation pursuant to Section 2.03 . All amounts due and payable hereunder shall be invoiced and paid in U.S. dollars.

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Section 4.02 Late Payments . Charges not paid when due pursuant to this Transition Services Agreement (and any amounts billed or otherwise invoiced or demanded and properly payable that are not paid within thirty (30) days of the receipt of such bill, invoice or other demand) shall accrue interest at a rate per annum equal to the Prime Rate plus one percent (1%) or the maximum rate under applicable Law, whichever is lower (the “ Interest Payment ”).

Section 4.03 Taxes . Without limiting any provisions of this Transition Services Agreement, the Recipient shall bear any and all Taxes and other similar charges (and any related interest and penalties) imposed on, or payable with respect to, any fees or charges, including any Charges, payable by it pursuant to this Transition Services Agreement, including all sales, use, value-added, and similar Taxes, but excluding Taxes based on the Provider’s net income. Notwithstanding anything to the contrary in the previous sentence or elsewhere in this Transition Services Agreement, the Recipient shall be entitled to withhold from any payments to the Provider any such Taxes that the Recipient is required by applicable Law to withhold and shall pay such Taxes to the applicable Taxing Authority.

Section 4.04 No Set-Off . Except as mutually agreed to in writing by AWI and AFI, no Party or any member of its Group shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Transition Services Agreement or (b) any other amounts claimed to be owed to the other Party or any of member of its Group arising out of this Transition Services Agreement.

ARTICLE V

TERM AND TERMINATION

Section 5.01 Term . This Transition Services Agreement shall commence at the Distribution Effective Time and shall terminate upon the earlier to occur of: (a) the last date on which either Party is obligated to provide any Service to the other Party in accordance with the terms of this Transition Services Agreement; (b) the mutual written agreement of the Parties to terminate this Transition Services Agreement in its entirety; and (c) 11:59 p.m., New York City time on December 31, 2017. Unless otherwise terminated pursuant to Section 5.02 , this Transition Services Agreement shall terminate with respect to each Service as of the close of business on the last day of the Service Period for such Service. To the extent that the Provider’s ability to provide a Service is dependent on the continuation of a specified Service, the Provider’s obligation to provide such dependent Service shall terminate automatically with the termination of such supporting Service.

Section 5.02 Early Termination .

(a) Without prejudice to the Recipient’s rights with respect to Force Majeure, the Recipient may from time to time terminate this Transition Services Agreement with respect to the entirety of any individual Service:

(i) for any reason or no reason, upon the giving of at least thirty (30) days prior written notice to the Provider of such Service; provided , however , that, unless otherwise set forth on Schedule 1 with respect to such Service, such notice may not be delivered prior to the end of the Minimum Service Period; provided , further , that any

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such termination (x) may only be effective as of the last day of a month and (y) shall be subject to the obligation to pay any applicable Termination Charges pursuant to Section 5.04 ; or

(ii) if the Provider of such Service has failed to perform any of its material obligations under this Transition Services Agreement with respect to such Service, and such failure shall continue to be uncured for a period of at least thirty (30) days after receipt by the Provider of written notice of such failure from the Recipient; provided , however , that any such termination may only be effective as of the last day of a month; provided , further , that the Recipient shall not be entitled to terminate this Transition Services Agreement with respect to the applicable Service if, as of the end of such period, there remains a good-faith Dispute between the Parties (undertaken in accordance with the terms of Section 9.16 ) as to whether the Provider has cured the applicable breach.

(b) The Provider may terminate this Transition Services Agreement with respect to any individual Service, but not a portion thereof, at any time upon prior written notice to the Recipient if the Recipient has failed to perform any of its material obligations under this Transition Services Agreement relating to such Service, including making payment of Charges for such Service when due, and such failure shall continue to be uncured for a period of at least thirty (30) days after receipt by the Recipient of a written notice of such failure from the Provider; provided , however , that any such termination may only be effective as of the last day of a month; provided , further , that the Provider shall not be entitled to terminate this Transition Services Agreement with respect to the applicable Service if, as of the end of such period, there remains a good-faith Dispute between the Parties (undertaken in accordance with the terms of Section 9.16 ) as to whether the Recipient has cured the applicable breach. Schedule 1 hereto shall be updated to reflect any terminated Service.

Section 5.03 Interdependencies . The Parties acknowledge and agree that: (a) there may be interdependencies among the Services being provided under this Transition Services Agreement; (b) upon the request of either Party, the Parties shall cooperate and act in good faith to determine whether (i) any such interdependencies exist with respect to the particular Service that a Party is seeking to terminate pursuant to Section 5.02 and (ii) in the case of such termination, the Provider’s ability to provide a particular Service in accordance with this Transition Services Agreement would be materially and adversely affected by such termination of another Service; and (c) in the event that the Parties have determined that such interdependencies exist (and, in the case of such termination that the Provider’s ability to provide a particular Service in accordance with this Transition Services Agreement would be materially and adversely affected by such termination), the Parties shall negotiate in good faith to amend Schedule 1 hereto with respect to such termination of such impacted Service, which amendment shall be consistent with the terms of comparable Services.

Section 5.04 Effect of Termination . Upon the termination of any Service pursuant to this Transition Services Agreement, the Provider of the terminated Service shall have no further obligation to provide the terminated Service, and the Recipient of such Service shall have no obligation to pay any future Charges relating to such Service; provided , however , that the Recipient shall remain obligated to the Provider for (a) the Charges owed and payable in respect

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of Services provided prior to the effective date of termination for such Service, and (b) any applicable Termination Charges (which, in the case of each of clauses (a) and (b), shall be payable only in the event that the Recipient terminates any Service pursuant to Section 5.02(a)(i) ). In connection with the termination of any Service, the provisions of this Transition Services Agreement not relating solely to such terminated Service shall survive any such termination, and in connection with a termination of this Transition Services Agreement, Article I , this Article V , Article VII and Article IX , all confidentiality obligations under this Transition Services Agreement and Liability for all due and unpaid Charges and Termination Charges shall continue to survive indefinitely.

Section 5.05 Information Transmission . The Provider, on behalf of itself and the members of its Group, shall use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the Recipient, in accordance with Section 6.1 of the Separation and Distribution Agreement, any Information received or computed by the Provider for the benefit of the Recipient concerning the relevant Service during the Service Period; provided , however , that, except as otherwise agreed to in writing by the Parties (a) the Provider shall not have any obligation to provide, or cause to be provided, Information in any nonstandard format, (b) the Provider and the members of its Group shall be reimbursed for their reasonable costs in accordance with Section 6.3 of the Separation and Distribution Agreement for creating, gathering, copying, transporting and otherwise providing such Information, and (c) the Provider shall use commercially reasonable efforts to maintain any such Information in accordance with Section 6.4 of the Separation and Distribution Agreement.

ARTICLE VI

CONFIDENTIALITY; PROTECTIVE ARRANGEMENTS

Section 6.01 AWI and AFI Obligations . Subject to Section 6.04 , until the five (5)-year anniversary of the Distribution Date, each of AWI and AFI, on behalf of itself and each member of its Group, agrees to hold, and to cause its respective Representatives to hold, in strict confidence, with at least the same degree of care that applies to AWI’s Confidential Information pursuant to policies in effect as of the Distribution Effective Time, all Confidential Information concerning the other Party or the members of its Group or their respective businesses that is either in its possession (including Confidential Information in its possession prior to the date hereof) or furnished by such other Party or such other Party’s Group members or their respective Representatives at any time pursuant to this Transition Services Agreement, and shall not use any such Confidential Information other than for such purposes as may be expressly permitted hereunder, except, in each case, to the extent that such Confidential Information has been (a) in the public domain or generally available to the public, other than as a result of a disclosure by such Party or any member of its Group or any of their respective Representatives in violation of this Transition Services Agreement; (b) later lawfully acquired from other sources by such Party or any of member of its Group, which sources are not themselves bound by a confidentiality obligation or other contractual, legal or fiduciary obligation of confidentiality with respect to such Confidential Information; or (c) independently developed or generated without reference to or use of the Confidential Information of the other Party or any member of its Group. If any Confidential Information of a Party or any member of its Group is disclosed to the other Party or any member of its Group in connection with providing the Services, then such disclosed Confidential Information shall be used only as required to perform such Services.

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Section 6.02 No Release; Return or Destruction . Each Party agrees (a) not to release or disclose, or permit to be released or disclosed, any Confidential Information of the other Party addressed in Section 6.01 to any other Person, except its Representatives who need to know such Confidential Information in their capacities as such (whom shall be advised of their obligations hereunder with respect to such Confidential Information) and except in compliance with Section 6.04 , and (b) to use commercially reasonable efforts to maintain such Confidential Information in accordance with Section 6.4 of the Separation and Distribution Agreement. Without limiting the foregoing, when any such Confidential Information is no longer needed for the purposes contemplated by the Separation and Distribution Agreement, this Transition Services Agreement or any other Ancillary Agreements, each Party will promptly after request of the other Party either return to the other Party all such Confidential Information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or notify the other Party in writing that it has destroyed such information (and such copies thereof and such notes, extracts or summaries based thereon).

Section 6.03 Privacy and Data Protection Laws . Each Party shall comply with all applicable state, federal and foreign privacy and data protection Laws that are or that may in the future be applicable to the provision of the Services under this Transition Services Agreement.

Section 6.04 Protective Arrangements . In the event that a Party or any member of its Group either determines on the advice of its counsel that it is required to disclose any information pursuant to applicable Law or receives any request or demand under lawful process or from any Governmental Authority to disclose or provide information of the other Party (or any member of its Group) that is subject to the confidentiality provisions hereof, such Party shall notify the other Party (to the extent legally permitted) as promptly as practicable under the circumstances prior to disclosing or providing such information and shall cooperate, at the expense of the other Party, in seeking any appropriate protective order requested by the other Party. In the event that such other Party fails to receive such appropriate protective order in a timely manner and the Party receiving the request or demand reasonably determines that its failure to disclose or provide such information shall actually prejudice the Party receiving the request or demand, then the Party that received such request or demand may thereafter disclose or provide information to the extent required by such Law (as so advised by its counsel) or by lawful process or such Governmental Authority, and the disclosing Party shall promptly provide the other Party with a copy of the information so disclosed, in the same form and format so disclosed, together with a list of all Persons to whom such information was disclosed, in each case to the extent legally permitted.

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ARTICLE VII

LIMITED LIABILITY AND INDEMNIFICATION

Section 7.01 Limitations on Liability .

(a) SUBJECT TO SECTION 7.02 , THE LIABILITIES OF THE PROVIDER AND ITS GROUP MEMBERS AND THEIR RESPECTIVE REPRESENTATIVES, COLLECTIVELY, UNDER THIS TRANSITION SERVICES AGREEMENT FOR ANY ACT OR FAILURE TO ACT IN CONNECTION HEREWITH (INCLUDING THE PERFORMANCE OR BREACH OF THIS TRANSITION SERVICES AGREEMENT), OR FROM THE SALE, DELIVERY, PROVISION OR USE OF ANY SERVICES PROVIDED UNDER OR CONTEMPLATED BY THIS TRANSITION SERVICES AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, SHALL NOT EXCEED THE AGGREGATE CHARGES PAID AND PAYABLE TO SUCH PROVIDER BY THE RECIPIENT PURSUANT TO THIS TRANSITION SERVICES AGREEMENT FOR FULL SERVICE PERIOD FOR SUCH SERVICE.

(b) IN NO EVENT SHALL EITHER PARTY, THE MEMBERS OF ITS GROUP OR THEIR RESPECTIVE REPRESENTATIVES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, PUNITIVE, EXEMPLARY, REMOTE, SPECULATIVE OR SIMILAR DAMAGES IN EXCESS OF COMPENSATORY DAMAGES OF THE OTHER PARTY IN CONNECTION WITH THE PERFORMANCE OF THIS TRANSITION SERVICES AGREEMENT (OTHER THAN ANY SUCH LIABILITY WITH RESPECT TO A THIRD-PARTY CLAIM), AND EACH PARTY HEREBY WAIVES ON BEHALF OF ITSELF, THE MEMBERS OF ITS GROUP AND ITS REPRESENTATIVES ANY CLAIM FOR SUCH DAMAGES, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE.

(c) The limitations in Section 7.01(a) and Section 7.01(b) shall not apply in respect of any Liability arising out of or in connection with (i) either Party’s Liability for breaches of confidentiality under Article VI , (ii) either Party’s obligations under Section 7.03 or 7.04 , or (iii) the gross negligence, willful misconduct or fraud of or by the Party to be charged.

Section 7.02 Obligation to Re-Perform; Liabilities . In the event of any breach of this Transition Services Agreement by the Provider with respect to the provision of any Services which the Provider can reasonably be expected to re-perform in a commercially reasonable manner, the Provider shall (a) promptly correct in all material respects such error, defect or breach or re-perform in all material respects such Services at the request of the Recipient and at the sole cost and expense of the Provider and (b) subject to the limitations set forth in Section 7.01 , reimburse the Recipient and the members of its Group and Representatives for Liabilities attributable to such breach by the Provider. Any request for re-performance in accordance with this Section 7.02 by the Recipient must be in writing and specify in reasonable detail the particular error, defect or breach, and such request must be made no more than one month from the later of (x) the date on which such breach occurred and (y) the date on which such breach was reasonably discovered by the Recipient.

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Section 7.03 Third-Party Claims . In addition to (but not in duplication of) its other indemnification obligations (if any) under the Separation and Distribution Agreement, this Transition Services Agreement or any other Ancillary Agreement, the Recipient shall indemnify, defend and hold harmless the Provider, the members of the Provider’s Group and each of their respective Representatives, and each of the successors and assigns of any of the foregoing (collectively, the “ Provider Indemnitees ”), from and against any and all claims of Third Parties relating to, arising out of or resulting from the Provider’s furnishing or failing to furnish the Services provided for in this Transition Services Agreement, other than (a) Third Party Claims arising out of the gross negligence, willful misconduct or fraud of any Provider Indemnitee and (b) as set forth in Section 2.02(b) .

Section 7.04 Provider Indemnity . In addition to (but not in duplication of) its other indemnification obligations (if any) under the Separation and Distribution Agreement, this Transition Services Agreement or any other Ancillary Agreement, but subject to the limitations set forth in Section 7.01 of this Transition Services Agreement, the Provider shall indemnify, defend and hold harmless the Recipient, the members of the Recipient’s Group and each of their respective Representatives, and each of the successors and assigns of any of the foregoing (collectively, the “ Recipient Indemnitees ”), from and against any and all Liabilities relating to, arising out of or resulting from the sale, delivery, provision or use of any Services provided by such Provider hereunder, but only to the extent that such Liability relates to, arises out of or results from the Provider’s gross negligence, willful misconduct or fraud.

Section 7.05 Indemnification Procedures . The procedures for indemnification set forth in Sections 4.5, 4.6 and 4.7 of the Separation and Distribution Agreement shall govern claims for indemnification under this Transition Services Agreement.

ARTICLE VIII

TRANSITION COMMITTEE

Section 8.01 Establishment . Pursuant to the Separation and Distribution Agreement, a Transition Committee is to be established by AWI and AFI to, among other things, monitor and manage matters arising out of or resulting from this Transition Services Agreement. Without limiting the generality of the foregoing, each Party shall cause each member of the Transition Committee who is an employee, agent or other Representative of such Party to work in good faith to resolve any Dispute arising out of or relating in any way to this Transition Services Agreement.

ARTICLE IX

MISCELLANEOUS

Section 9.01 Mutual Cooperation . Each Party shall, and shall cause the members of its Group to, cooperate with the other Party and the members of its Group in connection with the performance of the Services hereunder; provided , however , that such cooperation shall not unreasonably disrupt the normal operations of such Party or the members of its Group, and, provided, further, that this Section 9.01 shall not require such Party to incur any out-of-pocket costs or expenses unless and except as expressly provided in this Transition Services Agreement or otherwise agreed to in writing by the Parties.

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Section 9.02 Further Assurances . Each Party shall take, or cause to be taken, any and all reasonable actions, including the execution, acknowledgment, filing and delivery of any and all documents and instruments that any other Party may reasonably request in order to effect the intent and purpose of this Transition Services Agreement and the transactions contemplated hereby.

Section 9.03 Audit Assistance . Each of the Parties and the members of their respective Groups are or may be subject to regulation and audit by a Governmental Authority (including a Taxing Authority), standards organizations, customers or other parties to contracts with such Parties or the members of their Groups under applicable Law, standards or contract provisions. If a Governmental Authority, standards organization, customer or other party to a contract with a Party or a member of its Group exercises its right to examine or audit such Party’s or a member of its Group’s books, records, documents or accounting practices and procedures pursuant to such applicable Law, standards or contract provisions, and such examination or audit relates to the Services, then the other Party shall provide, at the sole cost and expense of the requesting Party, all assistance reasonably requested by the Party that is subject to the examination or audit in responding to such examination or audits or requests for Information, to the extent that such assistance or Information is within the reasonable control of the cooperating Party and is related to the Services.

Section 9.04 Title to Intellectual Property . Except as expressly provided for under the terms of this Transition Services Agreement, the Separation and Distribution Agreement, the Trademark License Agreement or the Transition Trademark License Agreement, the Recipient acknowledges that it shall acquire no right, title or interest (including any license rights or rights of use) in any intellectual property which is owned or licensed by the Provider, by reason of the provision of the Services hereunder. The Recipient shall not remove or alter any copyright, trademark, confidentiality or other proprietary notices that appear on any intellectual property owned or licensed by the Provider, and the Recipient shall reproduce any such notices on any and all copies thereof. The Recipient shall not attempt to decompile, translate, reverse engineer or make excessive copies of any intellectual property owned or licensed by the Provider, and the Recipient shall promptly notify the Provider of any such attempt, regardless of whether by the Recipient or any Third Party, of which the Recipient becomes aware.

Section 9.05 Independent Contractors . The Parties each acknowledge and agree that they are separate entities, each of which has entered into this Transition Services Agreement for independent business reasons. The relationships of the Parties hereunder are those of independent contractors and nothing contained herein shall be deemed to create a joint venture, partnership or any other relationship between the Parties. Employees performing services hereunder do so on behalf of, under the direction of, and as employees of, the Provider, and the Recipient shall have no right, power or authority to direct such employees.

Section 9.06 Counterparts; Entire Agreement; Corporate Power .

(a) This Transition Services Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party.

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(b) This Transition Services Agreement, the Separation and Distribution Agreement and the Ancillary Agreements and the Exhibits, Schedules and appendices hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties other than those set forth or referred to herein or therein.

(c) AWI represents on behalf of itself and, to the extent applicable, each of the members of the AWI Group, and AFI represents on behalf of itself and, to the extent applicable, each of the members of the AFI Group, as follows:

(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Transition Services Agreement and to consummate the transactions contemplated hereby; and

(ii) this Transition Services Agreement has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance with the terms hereof.

(d) Each Party acknowledges and agrees that delivery of an executed counterpart of a signature page to this Transition Services Agreement (whether executed by manual, stamp or mechanical signature) by email in portable document format (PDF) shall be effective as delivery of such executed counterpart of this Transition Services Agreement. Each Party expressly adopts and confirms each such stamp or mechanical signature (regardless of whether delivered in person, by mail, by courier, by facsimile or by email in portable document format (PDF)) made in its respective name as if it were a manual signature delivered in person, agrees that it will not assert that any such signature or delivery is not adequate to bind such Party to the same extent as if it were signed manually and delivered in person and agrees that, at the reasonable request of the other Party at any time, it will as promptly as reasonably practicable cause this Transition Services Agreement to be manually executed (any such execution to be as of the date of the initial date thereof) and delivered in person, by mail or by courier.

Section 9.07 Governing Law . This Transition Services Agreement (and any claims or disputes arising out of or related hereto or to the transactions contemplated hereby or to the inducement of any Party to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware, irrespective of the choice of Laws principles of the State of Delaware, including all matters of validity, construction, effect, enforceability, performance and remedies.

Section 9.08 Assignability . This Transition Services Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns; provided , however , that neither Party may assign its rights or delegate its obligations under this Transition Services Agreement without the express prior written consent of the other Party, such consent not to be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, no such consent shall be required for the assignment of a Party’s rights and

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obligations under the Separation and Distribution Agreement, this Transition Services Agreement or any of the other Ancillary Agreements in whole (i.e., the assignment of a Party’s rights and obligations under the Separation and Distribution Agreement, this Transition Services Agreement or any such other Ancillary Agreements all at the same time) in connection with a change of control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party. Nothing herein is intended to, or shall be construed to, prohibit either Party or any member of its Group from being party to or undertaking a change of control.

Section 9.09 Third-Party Beneficiaries . Except as provided in Article VII with respect to the Provider Indemnitees in their capacities as such, (a) the provisions of this Transition Services Agreement are solely for the benefit of the Parties and are not intended to confer upon any other Person except the Parties any rights or remedies hereunder; and (b) there are no other third-party beneficiaries of this Transition Services Agreement and this Transition Services Agreement shall not provide any other Third Party with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Transition Services Agreement.

Section 9.10 Notices . All notices, requests, claims, demands or other communications under this Transition Services Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 9.10 ):

If to AWI (prior to the Distribution Effective Time), to:

Armstrong World Industries, Inc.

P.O. Box 3001

Lancaster PA 17604

Email: MAHershey@armstrong.com

Attention: General Counsel

and

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036

Email: Peter.Atkins@skadden.com

   Eric.Cochran@skadden.com

Attention: Peter A. Atkins

    Eric L. Cochran

and

Skadden, Arps, Slate, Meagher & Flom LLP

One Rodney Square

920 N. King Street

Wilmington, DE 19801

Email: Steven.Daniels@skadden.com

Attention: Steven J. Daniels

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Exhibit 10.2

TAX MATTERS AGREEMENT

BY AND BETWEEN

ARMSTRONG WORLD INDUSTRIES, INC.

AND

ARMSTRONG FLOORING, INC.

DATED AS OF APRIL 1, 2016

TAX MATTERS AGREEMENT

This TAX MATTERS AGREEMENT, dated as of April 1, 2016 (this “ Agreement ”), is by and between Armstrong World Industries, Inc., a Pennsylvania corporation (“ AWI ”), and Armstrong Flooring, Inc., a Delaware corporation (“ AFI ”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of the date hereof, between the Parties (the “ Separation and Distribution Agreement ”).

R E C I T A L S

WHEREAS, the board of directors of AWI (the “ AWI Board ”) has determined that it is in the best interests of AWI to separate AWI’s flooring business from its ceilings (building products) business, creating two independent industry-leading publicly traded companies;

WHEREAS, in furtherance of the foregoing, the AWI Board has determined that it is in the best interests of AWI to separate the AFI Business from the AWI Business (the “ Separation ”) and, following the Separation, to make a distribution of all of the outstanding AFI Shares owned by AWI to holders of AWI Shares on the Record Date, on a pro rata basis (the “ Distribution ”);

WHEREAS, AFI has been incorporated for these purposes and has not engaged in activities except those incidental to its formation and in preparation for the Distribution;

WHEREAS, AWI will effect certain restructuring transactions described in the Separation and Distribution Agreement for the purpose of aggregating the AFI Business in the AFI Group prior to the Distribution (collectively, the “ Reorganization ”);

WHEREAS, for U.S. federal income tax purposes, the Separation and Distribution, taken together, are intended to qualify as a transaction described in Sections 368(a)(1)(D) and 355 of the Code; and

WHEREAS, the Parties desire to set forth their rights and obligations with respect to Taxes due for periods before and after the Distribution Date.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 General . As used in this Agreement, the following terms shall have the following meanings:

“ Active Business ” shall mean the business conducted by the ATOB Entities as of the Distribution Date.

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“ Adjustment Request ” shall mean any formal or informal claim or request filed with any Governmental Authority, or with any administrative agency or court, for the adjustment, refund, or credit of Taxes, including (i) any amended Tax Return claiming adjustment to the Taxes as reported on the Tax Return or, if applicable, as previously adjusted, (ii) any claim for equitable recoupment or other offset, and (iii) any claim for refund or credit of Taxes previously paid.

“ AFI ” shall have the meaning set forth in the preamble hereof.

“ AFI Business ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ AFI Controlled Tax Contests ” shall have the meaning set forth in Article 6.3 .

“ AFI Group ” shall mean (a) prior to the Distribution, AFI and each Person that will be a Subsidiary of AFI as of immediately after the Distribution, even if, prior to the Distribution, such Person is not a Subsidiary of AFI; and (b) on and after the Distribution, AFI and each Person that is a Subsidiary of AFI.

“ AFI Indirect Tax Liability ” shall mean any liability for sales Taxes, use Taxes, value added Taxes, goods and services Taxes, or any similar indirect Taxes attributable to the AFI Business.

“ AFI Separate Liability ” shall mean any liability for Taxes for which AFI or any member of the AFI Group is obligated under applicable Law to (x) pay such Taxes or (y) file a Tax Return with respect to such Taxes, in each case other than a liability for the following:

(i) Separation Taxes; and

(ii) Income Taxes imposed by any Governmental Authority if and to the extent

(A) the entity on which such Income Tax is imposed was, during the relevant taxable period or portion thereof, a member of a consolidated, unitary, combined, or other similar group (as defined for purposes of such Governmental Authority’s Tax Law) and

(B) AWI or any member of the AWI Group was the “parent,” “common parent,” “principal,” “named,” “key,” or other similar company or entity with respect to such consolidated, unitary, combined, or other similar group (as determined for purposes of such Governmental Authority’s Tax Law) during such relevant taxable period or portion thereof.

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“ Agreement ” shall have the meaning set forth in the preamble hereto.

“ Ancillary Agreement ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ ATOB Entities ” shall mean the entities listed on Schedule A.

“ AWI ” shall have the meaning set forth in the preamble hereto.

“ AWI Businesses ” shall mean all businesses, operations and activities (whether or not such businesses, operations or activities are or have been terminated, divested or discontinued) conducted at any time prior to the Effective Time by either Party or any member of its Group, other than the AFI Business.

“ AWI Controlled Tax Contests ” shall have the meaning set forth in Article 6.2 .

“ AWI Group ” shall mean AWI and each Person that is a Subsidiary of AWI (other than AFI and any other member of the AFI Group).

“ AWI Shares ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Controlling Party ” shall mean, with respect to a Tax Contest, the Party entitled to control such Tax Contest pursuant to Articles 6.2 and 6.3 of this Agreement.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended.

“ Dispute ” shall have the meaning set forth in Article 9.1 .

“ Distribution ” shall have the meaning set forth in the recitals.

“ Distribution Date ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Employee Matters Agreement ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Employment Tax ” shall mean those Liabilities (as defined in the Separation and Distribution Agreement) for Taxes that are allocable pursuant to the provisions of the Employee Matters Agreement.

“ Final Determination ” shall mean the final resolution of liability for any Tax, which resolution may be for a specific issue or adjustment or for a taxable period,

(i) by an acceptance on an IRS Form 870 or 870-AD (or any successor forms thereto), or by a comparable form or agreement pursuant to the laws of a state, local, or non-United States taxing jurisdiction, except that acceptance on an IRS Form 870 or 870-AD or comparable form or agreement shall not constitute a Final Determination to the extent that such form or agreement reserves (whether by its terms or by operation of Law) the right of the taxpayer to file a claim for refund or the right of the Governmental Authority to assert a further deficiency in respect of such issue or adjustment or for such taxable period (as the case may be);

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(ii) by a decision, judgment, decree, or other order of a court of competent jurisdiction which is or has become final and unappealable;

(iii) by a closing agreement or accepted offer in compromise pursuant to Sections 7121 or 7122 of the Code, or a comparable agreement pursuant to the laws of a state, local, or non-United States jurisdiction;

(iv) by any allowance of a refund or credit in respect of an overpayment of a Tax, but only after the expiration of all periods during which such refund may be recovered (including by way of offset) or, where such periods are undefined or indefinite, in accordance with ordinary course limitation periods, by the jurisdiction imposing such Tax;

(v) by a final settlement resulting from a treaty-based competent authority determination; or

(vi) by any other final disposition, including by reason of the expiration of the applicable statute of limitations or by mutual agreement of the Parties.

“ Governmental Authority ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Group ” shall mean either the AFI Group or the AWI Group, as the context requires.

“ Identified Tax Return ” shall mean any Tax Return reporting or otherwise relating to, addressing, or describing any Income Tax or Separation Tax, whether directly or indirectly.

“ Income Tax ” shall mean any federal, state, local or non-United States Tax determined by reference to income, gains, net worth, gross receipts, or any Taxes imposed in lieu of such a Tax.

“ Indemnifying Party ” shall have the meaning set forth in Article 5.2 .

“ Indemnitee ” shall have the meaning set forth in Article 5.2 .

“ Initial Notice ” shall have the meaning set forth in Article 9.1 .

“ IRS ” shall mean the United States Internal Revenue Service.

“ Law ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Non-Controlling Party ” shall mean, with respect to a Tax Contest, the Party that is not entitled to control such Tax Contest pursuant to Articles 6.2 and 6.3 of this Agreement.

“ Parties ” shall mean the parties to this Agreement.

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“ Past Practices ” shall have the meaning set forth in Article 3.5 .

“ Person ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Post-Distribution Period ” shall mean any taxable year or other taxable period beginning after the Distribution Date.

“ Pre-Distribution Period ” shall mean any taxable year or other taxable period that ends on or before the Distribution Date.

“ Preliminary Tax Advisor ” shall have the meaning set forth in Article 9.1 .

“ Privilege ” shall mean any privilege that may be asserted pursuant to applicable law, including any privilege arising pursuant to or relating to the attorney-client relationship (including the attorney-client and work product privileges), the accountant-client privilege and any privilege relating to internal evaluation processes.

“ Prohibited Acts ” shall have the meaning set forth in Article 4.2 .

“ Proposed Acquisition Transaction ” shall mean a transaction or series of related transactions (or any agreement, understanding, arrangement or substantial negotiations, within the meaning of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, to enter into a transaction or series of related transactions), whether such transaction is supported by AFI management or shareholders, is a hostile acquisition, or otherwise, as a result of which AFI (or any successor thereto) would merge or consolidate with any other Person or as a result of which any Person or any group of related Persons would (directly or indirectly) acquire, or have the right to acquire (through an option or otherwise) from AFI (or any successor thereto) and/or one or more holders of AFI Shares, respectively, any amount of stock of AFI, that would, when combined with any other changes in ownership of the stock of AFI pertinent for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder, constitute more than thirty-five percent (35%) of (i) the value of all outstanding shares of AFI as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (ii) the total combined voting power of all shares of voting stock of AFI as of the date of the such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by AFI of a shareholder rights plan or (ii) issuances by AFI that satisfy Safe Harbor VIII (relating to acquisition in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulation Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock (including any redemption of AFI equity pursuant to the exception in Article 4.2(a)(viii) ) shall be treated as an indirect acquisition of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and the Treasury Regulations promulgated thereunder and shall be interpreted accordingly.

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“ Reasonable Basis ” shall mean reasonable basis within the meaning of Section 6662(d)(2)(B)(ii)(II) of the Code and the Treasury Regulations promulgated thereunder (or such other level of confidence required by the Code at that time to avoid the imposition of penalties).

“ Record Date ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Refund ” shall mean any refund, reimbursement, offset, credit, or other similar benefit in respect of Taxes (including any overpayment of Taxes that can be refunded or, alternatively, applied against future Taxes payable) together with any interest paid on or with respect to such refund of Taxes; provided , however , that the amount of any refund of Taxes shall be net of any Taxes imposed by any Governmental Authority on the receipt of the refund, including any Taxes imposed by way of withholding or offset.

“ Reorganization ” shall have the meaning set forth in the recitals.

“ Reporting Memorandum ” shall mean any memorandum prepared at the request of AWI by any law or accounting firm with respect to the intended tax treatment of the Reorganization and certain related transactions, as may be amended or modified from time to time.

“ Responsible Party ” shall mean, with respect to any Tax Return, the Party having responsibility for preparing and filing such Tax Return pursuant to this Agreement.

“ Restricted Period ” shall mean the period that begins with the Distribution Date and ends two (2) years thereafter.

“ Separation ” shall have the meaning set forth in the recitals.

“ Separation and Distribution Agreement ” shall have the meaning set forth in the preamble hereto.

“ Separation Taxes ” shall mean those Taxes triggered by, or arising or otherwise incurred as a result of, the Separation, the Distribution, the Reorganization or any transactions associated therewith, except for (i) any Tax resulting from a breach by any Party of any covenant in this Agreement or any Ancillary Agreement, and (ii) any Tax attributable to a Prohibited Act.

“ Straddle Period ” shall mean any taxable year or other taxable period that begins on or before the Distribution Date and ends after the Distribution Date.

“ Subsidiary ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Tax ” or “ Taxes ” shall mean (i) all taxes, charges, fees, duties, levies, imposts, rates or other assessments or governmental charges of any kind imposed by any federal, state, local or non-United States Governmental Authority, including, without limitation, income, gross receipts, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, custom duties, property, sales, use, license, capital stock, transfer, franchise, registration, payroll, withholding, social security, unemployment, disability, value added, alternative or add-on

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minimum or other taxes, whether disputed or not, and including any interest, penalties, charges or additions attributable thereto, but not including any Employment Taxes (ii) liability for the payment of any amount of the type described in clause (i) above arising as a result of being (or having been) a member of any group or being (or having been) included or required to be included in any Tax Return related thereto, and (iii) liability for the payment of any amount of the type described in clauses (i) or (ii) above as a result of any express or implied obligation to indemnify or otherwise assume or succeed to the liability of any other Person.

“ Tax Advisor ” shall have the meaning set forth in Article 9.1 .

“ Tax Attribute ” shall mean net operating losses, capital losses, investment tax credit carryovers, earnings and profits, foreign tax credit carryovers, overall foreign losses, previously taxed income, separate limitation losses and any other losses, deductions, credits or other comparable items that could affect a Tax liability for a past or future taxable period.

“ Tax Certificates ” shall mean any certificates of officers of AWI and AFI, provided to Skadden, Arps, Slate, Meagher & Flom LLP or any other law or accounting firm in connection with any Tax Opinion issued in connection with the Reorganization, Separation and/or Distribution.

“ Tax Contest ” shall have the meaning set forth in Article 6.1 .

“ Tax Counsel ” shall mean a tax counsel or accountant of recognized national standing reasonably acceptable to AWI.

“ Tax Law ” shall mean the law of any Governmental Authority or political subdivision thereof relating to any Tax.

“ Tax Materials ” shall have the meaning set forth in Article 4.1(a) .

“ Tax Opinion ” shall mean any written opinion of Skadden, Arps, Slate, Meagher & Flom LLP or any other law or accounting firm, regarding certain tax consequences of certain transactions executed as part of the Reorganization, Separation and/or Distribution.

“ Tax Records ” shall have the meaning set forth in Article 8.1 .

“ Tax-Related Losses ” shall mean (i) all accounting, legal and other professional fees, and court costs incurred in connection with such Taxes, as well as any other out-of-pocket costs incurred in connection with such Taxes; and (ii) all costs, expenses and damages associated with stockholder litigation or controversies and any amount paid by AWI (or its Affiliate) or AFI (or its Affiliate) in respect of the liability of shareholders, whether paid to shareholders or to the IRS or any other Governmental Authority, in each case, resulting from the failure of the Distribution, the Reorganization or any transaction associated therewith to be tax-free or otherwise have the tax treatment described in any Tax Opinion.

“ Tax Return ” shall mean any return, report, certificate, form or similar statement or document (including any related supporting information or schedule attached thereto and any information return, amended tax return, claim for refund or declaration of estimated tax) supplied

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to or filed with, or required to be supplied to or filed with, a Governmental Authority, or any bill for or notice related to ad valorem or other similar Taxes received from a Governmental Authority, in each case, in connection with the determination, assessment or collection of any Tax or the administration of any laws, regulations or administrative requirements relating to any Tax.

“ Treasury Regulations ” shall mean the regulations promulgated from time to time under the Code as in effect for the relevant tax period.

“ Unqualified Tax Opinion ” shall mean an unqualified “will” opinion of Tax Counsel on which AFI and AWI may rely to the effect that the Prohibited Act will not result in any incremental liability for Separation Taxes. Any such opinion must assume that the Distribution, Reorganization, and any transaction associated therewith would have been tax-free or had the tax treatment described in any applicable Tax Opinion if such transaction did not occur.

1.2 Interpretation . For all purposes of this Agreement: (i) the terms defined in this Agreement include the plural as well as the singular; (ii) all references in this Agreement to “Preamble”, “Recitals”, “Articles”, “Sections” and other subdivisions are to the designated Preamble, Recitals, Articles, Sections and other subdivisions of the body of this Agreement; (iii) pronouns of either gender or neuter include, as appropriate, the other pronoun forms; (iv) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision; (v) “or” is not exclusive; (vi) “including” shall be deemed to be followed by “but not limited to”; and (vii) any definition of or reference to any statute shall be construed as referring also to any rules and regulations promulgated thereunder.

ARTICLE II

PAYMENTS AND TAX REFUNDS

2.1 AWI Liability . AWI shall pay and be responsible for:

(a) any Taxes not allocated to AFI pursuant to Article 2.2 ; and

(b) any Separation Taxes.

2.2 AFI Liability . AFI shall pay and be responsible for:

(a) any AFI Indirect Tax Liability;

(b) any AFI Separate Tax Liability; and

(c) any Taxes for which AFI is required to indemnify AWI pursuant to Article 5.1(b) or (c) .

2.3 Allocation of Employment Taxes . Liability for Employment Taxes shall be determined pursuant to the Employee Matters Agreement.

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2.4 Tax Refunds .

(a) AWI shall be entitled to all Refunds related to Taxes the liability for which is allocated to AWI pursuant to this Agreement.

(b) AFI shall pay to AWI any Refund received by AFI or any member of the AFI Group that is allocable to AWI pursuant to this Article 2.4 no later than five (5) Business Days after the receipt of such Refund. For purposes of this Article 2.4(b) , any Refund that arises as a result of an offset, credit, or other similar benefit in respect of Taxes other than a receipt of cash shall be deemed to be received on the earlier of (i) the date on which a Tax Return is filed claiming such offset, credit, or other similar benefit and (ii) the date on which payment of the Tax which would have otherwise been paid absent such offset, credit, or other similar benefit is due (determined without taking into account any applicable extensions).

2.5 Prior Agreements . Except as set forth in this Agreement and in consideration of the mutual indemnities and other obligations of this Agreement, any and all prior Tax sharing or allocation agreements or practices between any member of the AWI Group and any member of the AFI Group shall be terminated with respect to the AFI Group and the AWI Group as of the Distribution Date. No member of either the AFI Group or the AWI Group shall have any continuing rights or obligations under any such agreement.

ARTICLE III

PREPARATION AND FILING OF TAX RETURNS

3.1 AWI’s Responsibility . AWI shall prepare and file when due (taking into account any applicable extensions), or shall cause to be prepared and filed, all Tax Returns that AWI or any member of the AWI Group is obligated to file pursuant to applicable Tax Law.

3.2 AFI’s Responsibility . AFI shall prepare and file when due (taking into account any applicable extensions), or shall cause to be prepared and filed, all Tax Returns that AFI or any member of the AFI Group is obligated to file pursuant to applicable Tax Law, other than those which AWI is responsible for filing pursuant to Article 3.1 .

3.3 Right To Review Tax Returns . With respect to any Identified Tax Return relating to any Pre-Distribution Period or Straddle Period for which AFI is the Responsible Party, AFI shall deliver such Identified Tax Return and related workpapers to AWI for approval twenty (20) Business Days prior to the due date of the relevant Identified Tax Return. AFI shall provide AWI at least ten (10) Business Days to analyze and comment on such Identified Tax Return and shall modify such Identified Tax Return before filing to include AWI’s reasonable comments. AFI shall not, and shall not permit any member of the AFI Group to, file any such Identified Tax Return without the prior written consent of AWI, such consent to be exercised in AWI’s sole discretion.

3.4 Cooperation . The Parties shall provide, and shall cause their Affiliates to provide, assistance and cooperation to one another in accordance with Article VII with respect to the preparation and filing of Tax Returns, including providing information required to be provided in Article VIII .

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3.5 Tax Reporting Practices . Except as provided in Article 3.6 , with respect to any Tax Return for any taxable period that begins on or before the second anniversary of the Distribution Date with respect to which AFI is the Responsible Party, such Tax Return shall be prepared in a manner (i) consistent with past practices, accounting methods, elections and conventions (“ Past Practices ”) used with respect to the Tax Returns in question (unless there is no Reasonable Basis for the use of such Past Practices), and to the extent any items are not covered by Past Practices (or in the event that there is no Reasonable Basis for the use of such Past Practices), in accordance with reasonable Tax accounting practices selected by AFI; and (ii) that, to the extent consistent with clause (i), minimizes the overall amount of Taxes due and payable on such Tax Return for all of the Parties by cooperating in making such elections or applications for group or other relief or allowances available in the taxing jurisdiction in which such Tax Return is filed. AFI shall not take any action inconsistent with the assumptions (including items of income, gain, deduction, loss and credit) made in determining all estimated or advance payments of Taxes on or prior to the Distribution Date. In addition, AFI shall not be permitted, and shall not permit any member of the AFI Group, to make a change in any of its methods of accounting for tax purposes until all applicable statutes of limitations for all Pre-Distribution Periods and Straddle Periods have expired.

3.6 Reporting of Reorganization . The Tax treatment of any step in or portion of the Reorganization shall be reported on each applicable Tax Return consistently with the treatment thereof in any Tax Opinion or the Reporting Memorandum, taking into account the jurisdiction in which such Tax Returns are filed, unless there is no Reasonable Basis for such Tax treatment. In the event that a Party shall determine that there is no Reasonable Basis for such Tax treatment, such Party shall notify the other Party no later than twenty (20) Business Days prior to filing the relevant Tax Return and the Parties shall attempt in good faith to agree on the manner in which the relevant portion of the Reorganization shall be reported.

3.7 Payment of Taxes .

(a) With respect to any Tax Return required to be filed pursuant to this Agreement, the Responsible Party shall remit or cause to be remitted to the applicable Governmental Authority in a timely manner any Taxes due in respect of any such Tax Return.

(b) In the case of any Tax Return for which the Party that is not the Responsible Party is obligated pursuant to this Agreement to pay all or a portion of the Taxes reported as due on such Tax Return, the Responsible Party shall notify the other Party, in writing, of its obligation to pay such Taxes and, in reasonably sufficient detail, its calculation of the amount due by such other Party and the Party receiving such notice shall pay such amount to the Responsible Party upon the later of five (5) Business Days prior to the date on which such payment is due and fifteen (15) Business Days after the receipt of such notice.

3.8 Amended Returns and Carrybacks .

(a) AFI shall not, and shall not permit any member of the AFI Group to, file or allow to be filed any Adjustment Request for any Pre-Distribution Period or Straddle Period with respect to any Tax the liability for which is not allocated to AFI pursuant to this Agreement without the prior written consent of AWI, such consent to be exercised in AWI’s sole discretion.

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(b) AFI shall, and shall cause each member of the AFI Group to, make any available elections to waive the right to carry back any Tax Attribute from a taxable period or portion thereof ending after the Distribution Date to a taxable period or portion thereof ending on or before the Distribution Date.

(c) AFI shall not, and shall cause each member of the AFI Group not to, without the prior written consent of AWI, make any affirmative election to carry back any Tax Attribute from a taxable period or portion thereof ending after the Distribution Date to a taxable period or portion thereof ending on or before the Distribution Date, such consent to be exercised in AWI’s sole discretion.

(d) Receipt of consent by AFI or a member of the AFI Group from AWI pursuant to the provisions of this Article 3.8 shall not limit or modify AFI’s continuing indemnification obligation pursuant to Article V .

3.9 Tax Attributes .

(a) AFI shall make its own determination as to the existence and the amount of the Tax Attributes to which it is entitled after the Distribution Date; provided , however , that such determination shall be made in a manner that is (a) consistent with Past Practices; (b) in accordance with the rules prescribed by applicable Law, including the Code and the Treasury Regulations; (c) consistent with the Tax Certifications, the Tax Opinions and the Reporting Memorandum; (d) reasonably determined by AFI to minimize the aggregate cash Tax liability of the Parties for all Pre-Distribution Tax Periods and the portion of all Straddle Periods ending on the Distribution Date; and (e) with respect to any determination relating to the existence or availability of net operating losses, consented to in writing by AWI, such consent to be exercised in AWI’s sole and absolute discretion.

(b) Upon the reasonable request of AFI, AWI shall provide AFI with any reasonably available Tax Records relating to the determination of Tax Attributes if and only to the extent such Tax Records exist on the Distribution Date. Nothing in this Agreement, including this Article 3.9(b) , shall require AWI to make any determinations or otherwise create any Tax Records with respect to Tax Attributes or the determination thereof.

ARTICLE IV

REPRESENTATIONS AND COVENANTS

4.1 Compliance with Tax Opinions .

(a) AWI, on behalf of itself and all other members of the AWI Group, hereby represents and warrants that (i) it has examined the Tax Opinions, the Tax Certificates, the Reporting Memorandum, and any other materials delivered or deliverable in connection with the rendering of Tax Opinions (collectively, the “ Tax Materials ”) and (ii) the facts presented and representations made therein, to the extent descriptive of or otherwise relating to AWI or any member of the AWI Group or the AWI Businesses, were, at the time presented or represented and from such time until and including the Distribution Date, true, correct, and complete in all material respects. AWI, on behalf of itself and all other members of the AWI Group, hereby confirms and agrees to comply with any and all covenants and agreements in the Tax Materials applicable to AWI or any member of the AWI Group or the AWI Businesses.

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(b) AFI, on behalf of itself and all other members of the AFI Group, hereby represents and warrants that (i) it has examined the Tax Materials and (ii) the facts presented and representations made therein, to the extent descriptive of or otherwise relating to AFI or any member of the AFI Group or the AFI Business, were, at the time presented or represented and from such time until and including the Distribution Date, true, correct, and complete in all material respects. AFI, on behalf of itself and all other members of the AFI Group, hereby confirms and agrees to comply with any and all covenants and agreements in the Tax Materials applicable to AFI or any member of the AFI Group or the AFI Business.

4.2 Consent Requirement for Major Transactions . AFI, on behalf of itself and all other members of the AFI Group, hereby covenants and agrees that no member of the AFI Group will take or permit to be taken:

(a) within the Restricted Period, any of the following actions:

(i) any Proposed Acquisition Transaction, or approval of any Proposed Acquisition Transaction for any purpose;

(ii) any merger, scheme of arrangement, or consolidation with any other Person or liquidation or partial liquidation; or any approval or allowance of any merger, scheme of arrangement, consolidation, liquidation, or partial liquidation of any of the ATOB Entities;

(iii) any approval or allowance of the discontinuance, cessation, or sale or other transfer (to an Affiliate or otherwise) of, or a material change in, any Active Business;

(iv) any approval or allowance of the sale, transfer, issuance, or other disposition (to an Affiliate or otherwise), directly or indirectly, of any share of, or other equity interest or an instrument convertible into an equity interest in, any of the ATOB Entities;

(v) any sale, transfer, or other disposition of more than 35 percent (35%) of its consolidated gross or net assets, or approval or allowance of the sale, transfer, or other disposition (to an Affiliate or otherwise) of more than 35 percent (35%) of the consolidated gross or net assets of any of the ATOB Entities (in each case, excluding sales in the ordinary course of business, and measured based on fair market values as of the date of the Distribution);

(vi) any amendment to its certificate of incorporation (or other organizational documents), or any other action or approval or allowance of the taking of any action, whether through a stockholder vote or otherwise, affecting the voting rights of the stock of AFI or any of the ATOB Entities;

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(vii) any issuance of shares of a new class of nonvoting stock or approval or allowance of any of the ATOB Entities to issue shares of a new class of nonvoting stock;

(viii) any purchase, directly or through any Affiliate, of any of its outstanding stock after the Distribution, other than through stock purchases meeting the requirements of Section 4.05(1)(b) of Revenue Procedure 96-30; or

(b) any action at any time that could jeopardize, directly or indirectly, any of the conclusions contained in any Tax Opinion (any such action, together with any actions described in Article 4.2(a) , collectively, the “ Prohibited Acts ”).

Notwithstanding the foregoing, AFI or a member of the AFI Group may take any of the Prohibited Acts if AFI either (i) obtains an Unqualified Tax Opinion in form and substance reasonably satisfactory to AWI or (ii) obtains the prior written consent of AWI waiving the requirement that AFI obtain an Unqualified Tax Opinion, such waiver to be provided in AWI’s sole and absolute discretion. AWI’s evaluation of an Unqualified Tax Opinion may consider, among other factors, the appropriateness of any underlying assumptions, representations, and covenants made in connection with such opinion. AFI shall bear all costs and expenses of securing any such Unqualified Tax Opinion and shall reimburse AWI for all reasonable out-of-pocket expenses that AWI or its Subsidiaries may incur in good faith in seeking to obtain or evaluate any such Unqualified Tax Opinion. Neither the delivery of an Unqualified Tax Opinion nor AWI’s waiver of AFI’s obligation to deliver an Unqualified Tax Opinion shall limit or modify AFI’s continuing indemnification obligation pursuant to Article V .

4.3 AWI Covenants . Notwithstanding anything to the contrary contained in this Agreement or any other agreement, AWI, on behalf of itself and all other members of the AWI Group, hereby confirms and agrees that neither AWI nor any member of the AWI Group will take or permit to be taken any action at any time that would likely jeopardize, directly or indirectly, any of the conclusions contained in any Tax Opinion.

ARTICLE V

INDEMNITY OBLIGATIONS

5.1 Indemnity Obligations .

(a) AWI shall indemnify and hold harmless AFI from and against, and will reimburse AFI for, (i) all liability for Taxes allocated to AWI pursuant to Article II , and (ii) all Taxes and Tax-Related Losses arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as applicable, any representation, covenant, or obligation of any member of the AWI Group pursuant to this Agreement.

(b) Without regard to whether any action is permitted or consented to hereunder and notwithstanding anything to the contrary contained herein, AFI shall indemnify and hold harmless AWI from and against, and will reimburse AWI for, (i) all liability for Taxes allocated to AFI pursuant to Article II , (ii) all Taxes and Tax-Related Losses arising out of, based upon, or relating or attributable to any breach of or inaccuracy in, or failure to perform, as

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applicable, any representation, covenant, or obligation of any member of the AFI Group pursuant to this Agreement, (iii) all Taxes and Tax-Related Losses arising out of, based upon, or relating or attributable to any Prohibited Act by AFI or any member of the AFI Group, regardless of whether (A) AWI consented to such Prohibited Act, or (B) AFI obtained an Unqualified Tax Opinion, and (iv) the amount of any Refund received by any member of the AFI Group that is allocated to AWI pursuant to Article 2.4(a) .

(c) To the extent that any Tax or Tax-Related Loss is subject to indemnity pursuant to both Articles 5.1(a) and 5.1(b) , responsibility for such Tax or Tax-Related Loss shall be shared by AWI and AFI according to relative fault.

5.2 Indemnification Payments .

(a) Except as otherwise provided in this Agreement, if either Party (the “ Indemnitee ”) is required to pay to a Governmental Authority a Tax or to another Party an indemnification payment in respect of a Tax that another Party (the “ Indemnifying Party ”) is liable for under this Agreement, including as the result of a Final Determination, the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Taxes and, in reasonably sufficient detail, its calculation of the amount due by such Indemnifying Party to the Indemnitee, including any Tax-Related Losses attributable thereto. The Indemnifying Party shall pay such amount, including any Tax-Related Losses attributable thereto, to the Indemnitee no later than the later of (i) five (5) Business Days prior to the date on which such payment is due to the applicable Governmental Authority or (ii) fifteen (15) Business Days after the receipt of notice from the other Party.

(b) If, as a result of any change or redetermination made with respect to Article 2.1 or 2.2 , any amount previously allocated to and borne by one Party pursuant to the provisions of Article II is thereafter allocated to the other Party, then, no later than ten (10) Business Days after such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redetermination.

5.3 Payment Mechanics .

(a) Subject to Article 10.2 , all payments under this Agreement shall be made by AWI directly to AFI and by AFI directly to AWI; provided , however , that if the Parties mutually agree with respect to any such indemnification payment, any member of the AWI Group, on the one hand, may make such indemnification payment to any member of the AFI Group, on the other hand, and vice versa. All indemnification payments shall be treated in the manner described in Article 5.4 .

(b) Any late payment made by one Party to another Party pursuant to this Agreement shall be subject to interest at a rate per annum equal to the then effective Prime Rate plus 1% (or the maximum legal rate, whichever is lower), calculated for the actual number of days elapsed, and accrued from the date on which such payment was due up to the date of the actual receipt of payment.

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(c) In the case of any payment of Taxes made by a Responsible Party or Indemnitee pursuant to this Agreement for which such Responsible Party or Indemnitee, as the case may be, has received a payment from the other Party, such Responsible Party or Indemnitee shall provide to the other Party a copy of any official government receipt received with respect to the payment of such Taxes to the applicable Governmental Authority (or, if no such official governmental receipts are available, executed bank payment forms or other reasonable evidence of payment).

5.4 Treatment of Payments . The Parties agree that any payment made among the Parties pursuant to this Agreement shall be treated, to the extent permitted by law, for all United States federal income Tax purposes as either (i) a non-taxable contribution by AWI to AFI, or (ii) a distribution by AFI to AWI, in each case, made immediately prior to the Distribution.

ARTICLE VI

TAX CONTESTS

6.1 Notice . Each Party shall promptly notify the other Party in writing upon receipt by such Party or any member of its Group of a written communication from any Governmental Authority with respect to any pending or threatened audit, claim, dispute, suit, action, proposed assessment or other proceeding concerning any Taxes for which the other Party may be liable pursuant to this Agreement (a “ Tax Contest ”).

6.2 Control of Contests by AWI . AWI shall have the sole responsibility and right to control the prosecution of any Tax Contest, including the exclusive right to communicate with agents of the applicable Governmental Authority and to control, resolve, settle, or agree to any deficiency, claim, or adjustment proposed, asserted, or assessed in connection with or as a result of any such Tax Contest, other than AFI Controlled Tax Contests (collectively, “ AWI Controlled Tax Contests ”).

6.3 Control of Contests by AFI . AFI shall have the full responsibility and right to control the prosecution of any Tax Contest, including the exclusive right to communicate with agents of the applicable Governmental Authority and to control, resolve, settle, or agree to any deficiency, claim, or adjustment proposed, asserted, or assessed in connection with or as a result of any such Tax Contest, involving any Tax Return filed or required (or purportedly required) to be filed by AFI or any member of the AFI Group, and any Tax Contest relating exclusively to AFI Indirect Taxes for any taxable year or taxable period (collectively, “ AFI Controlled Tax Contests ”).

6.4 Obligation of Continued Notice . During the pendency of any Tax Contest or threatened Tax Contest, each of the Parties shall provide prompt notice to the other Party of any written communication received by it or a member of its respective Group from a Governmental Authority regarding any Tax Contest for which it is indemnified by the other Party hereunder or for which it may be required to indemnify the other Party hereunder. Such notice shall attach copies of the pertinent portion of any written communication from a Governmental Authority and contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and other documents

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received from any Governmental Authority in respect of any such matters. Such notice shall be provided in a reasonably timely fashion; provided , however , that in the event that timely notice is not provided, a Party shall be relieved of its obligation to indemnify the other Party only to the extent that such delay results in actual increased costs or actual prejudice to such other Party.

6.5 Settlement Rights . Unless waived by the Parties in writing, in connection with any potential adjustment in a Tax Contest as a result of which adjustment the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment to the Controlling Party under this Agreement: (i) the Controlling Party shall keep the Non-Controlling Party informed in a timely manner of all actions taken or proposed to be taken by the Controlling Party with respect to such potential adjustment in such Tax Contest; (ii) the Controlling Party shall timely provide the Non-Controlling Party copies of any written materials relating to such potential adjustment in such Tax Contest received from any Tax Authority; (iii) the Controlling Party shall timely provide the Non-Controlling Party with copies of any correspondence or filings submitted to any Tax Authority or judicial authority in connection with such potential adjustment in such Tax Contest; and (iv) the Controlling Party shall defend such Tax Contest diligently and in good faith; provided , however , that nothing in this Article 6.5 shall affect AWI’s right to control, resolve, settle, or agree to any deficiency, claim, or adjustment proposed, asserted, or assessed in connection with or as a result of any AWI Controlled Tax Contest, or consent to the resolution, settlement or agreement of any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such AFI Controlled Tax Contest, in AWI’s sole and absolute discretion. The failure of the Controlling Party to take any action specified in the preceding sentence with respect to the Non-Controlling Party shall not relieve the Non-Controlling Party of any liability and/or obligation which it may have to the Controlling Party under this Agreement, and in no event shall such failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party.

ARTICLE VII

COOPERATION

7.1 General . Each Party shall fully cooperate, and shall cause all members of such Party’s Group to fully cooperate, with the other Party in connection with the preparation and filing of any Tax Return or the conduct of any Tax Contest (including, where appropriate or necessary, providing a power of attorney) concerning any issues or any other matter contemplated pursuant to this Agreement. Each Party shall make its employees and facilities available on a mutually convenient basis to facilitate such cooperation.

7.2 Consistent Treatment . Unless and until there has been a Final Determination to the contrary, each Party agrees not to take any position on any Tax Return, in connection with any Tax Contest or otherwise that is inconsistent with the treatment of payments between the AWI Group and the AFI Group as set forth in Article 5.4 , or the Tax Materials.

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ARTICLE VIII

RETENTION OF RECORDS; ACCESS

8.1 Retention of Records . For so long as the contents thereof may become material in the administration of any matter under applicable Tax law, but in any event until the later of (i) the expiration of any applicable statutes of limitation and (ii) seven years after the Distribution Date, the Parties shall retain records, documents, accounting data and other information (including computer data) necessary for the preparation and filing of all Tax Returns (collectively, “ Tax Records ”) in respect of Taxes of any member of either the AWI Group or the AFI Group for any Pre-Distribution Period, Straddle Period, or Post-Distribution Period or for any Tax Contests relating to such Tax Returns. At any time after the Distribution Date that the AWI Group proposes to destroy such material or information, it shall first notify the AFI Group in writing and the AFI Group shall be entitled to receive such materials or information proposed to be destroyed. At any time after the Distribution Date that the AFI Group proposes to destroy such material or information, it shall first notify the AWI Group in writing and the AWI Group shall be entitled to receive such materials or information proposed to be destroyed.

8.2 Access to Tax Records . The Parties and their respective Affiliates shall make available to each other for inspection and copying during normal business hours upon reasonable notice all Tax Records (and, for the avoidance of doubt, any pertinent underlying data accessed or stored on any computer program or information technology system) in their possession and shall permit the other Party and its Affiliates, authorized agents and representatives and any representative of a Governmental Authority or other Tax auditor direct access, during normal business hours upon reasonable notice to any computer program or information technology system used to access or store any Tax Records, in each case to the extent reasonably required by the other Party in connection with the preparation of Tax Returns or financial accounting statements, audits, litigation, or the resolution of items pursuant to this Agreement. The Party seeking access to the records of the other Party shall bear all costs and expenses associated with such access, including any professional fees.

8.3 Preservation of Privilege . No member of the AFI Group shall provide access to, copies of, or otherwise disclose to any Person any documentation relating to Taxes existing as of the date hereof to which Privilege may reasonably be asserted without the prior written consent of AWI, such consent not to be unreasonably withheld.

ARTICLE IX

DISPUTE RESOLUTION

9.1 Any dispute, controversy or claim arising out of or relating to this Agreement (a “ Dispute ”), shall initially referred to the Transition Committee (as defined in the Separation and Distribution Agreement) for resolution. If the Transition Committee is unable to resolve such Dispute within thirty (30) days, then either Party may provide written notice thereof to the other Party (the “ Initial Notice ”), and the Parties shall thereafter attempt in good faith to negotiate a resolution of the Dispute. The negotiations shall be conducted by executives who hold, at a minimum, the title of vice president and who have authority to settle the Dispute. All such

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negotiations shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. In the event that a Dispute is not resolved within sixty (60) days after receipt by a Party of an Initial Notice, or within such longer period as the Parties may agree to in writing, then the Parties to such Dispute shall each separately retain an independent, nationally recognized law or accounting firm (each, a “ Preliminary Tax Advisor ” and, together, the “ Preliminary Tax Advisors ”), which Preliminary Tax Advisors shall jointly retain a third independent, nationally recognized law or accounting firm which must be located in New York, New York (the “ Tax Advisor ”) on behalf of the Parties to the Dispute to act as an arbitrator in order to resolve the Dispute. The Tax Advisor’s determination as to any Dispute shall be made in accordance with the terms of this Agreement and shall be final and binding on the Parties and not subject to collateral attack for any reason (other than manifest error). All fees and expenses of the Preliminary Tax Advisor shall be borne by the Party that engaged such advisor and all of the fees and expenses of the Tax Advisor shall be shared equally by each of the Parties to the Dispute.

9.2 EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY DISPUTE DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.2.

ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Conflicting Agreements . In the event of any inconsistency between this Agreement and any Schedule hereto, the Schedule shall prevail. In the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of the Separation and Distribution Agreement or any Ancillary Agreement, this Agreement shall control with respect to the subject matter thereof.

10.2 Assignability . This Agreement shall be binding upon and inure to the benefit of the Parties hereto, and their respective successors and permitted assigns. A Party hereto may assign its respective rights or delegate its respective obligations under this Agreement to any Affiliate of such Party; provided , however , that in connection with each such assignment or delegation, the assigning Party provides a guarantee to the non-assigning Party for any liability

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or obligation assigned or delegated pursuant to this Section 10.2 ; provided , further , that AFI shall only be entitled to assign its rights or delegate its obligations under this Agreement with the prior written consent of AWI.

10.3 No Fiduciary Relationship . The duties and obligations of the Parties, and their respective successors and permitted assigns, contained herein are the extent of the duties and obligations contemplated by this Agreement; nothing in this Agreement is intended to create a fiduciary relationship between the Parties hereto, or any of their successors and permitted assigns, or create any relationship or obligations other than those explicitly described.

10.4 Application to Present and Future Subsidiaries . This Agreement is being entered into by AWI and AFI on behalf of themselves and the members of their respective Group. This Agreement shall constitute a direct obligation of each such Party and shall be deemed to have been readopted and affirmed on behalf of any entity that becomes a Subsidiary of AWI or AFI in the future.

10.5 Further Assurances . Subject to the provisions hereof, the Parties hereto shall make, execute, acknowledge and deliver such other instruments and documents, and take all such other actions, as may be reasonably required in order to effectuate the purposes of this Agreement and to consummate the transactions contemplated hereby.

10.6 Survival . Notwithstanding any other provision of this Agreement to the contrary, all representations, covenants and obligations contained in this Agreement shall survive until the expiration of the applicable statute of limitations with respect to any such matter (including extensions thereof).

10.7 Notices . All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by facsimile or electronic transmission with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Article 10.7 ):

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Any Party may, by notice to the other Party, change the address to which such notices are to be given.

10.8 No Circumvention . The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement, the Separation and Distribution Agreement or any other Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification or payment pursuant to the provisions of this Agreement).

10.9 No Duplication; No Double Recovery . Nothing in this Agreement is intended to confer to or impose upon any Party a duplicative right, entitlement, obligation, or recovery with respect to any matter arising out of the same facts and circumstances.

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10.10 Separation and Distribution Agreement . To the extent not inconsistent with any specific term of this Agreement, the provisions of the Separation and Distribution Agreement shall apply in relevant part to this Agreement, including Article IX Termination; 10.1 Counterparts; Entire Agreement; Corporate Power; 10.2 Governing Law; 10.4 Third-Party Beneficiaries; 10.6 Severability; 10.7 Force Majeure; 10.9 Publicity; 10.10 Expenses; 10.11 Headings; 10.12 Survival of Covenants; 10.13 Waivers of Default; 10.14 Specific Performance; 10.15 Amendments; 10.16 Interpretation; 10.17 Limitations of Liability; 10.18 Performance; and 10.19 Mutual Drafting.

*        *        *

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the day and year first above written.

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Exhibit 10.3

EMPLOYEE MATTERS AGREEMENT

BY AND BETWEEN

ARMSTRONG WORLD INDUSTRIES, INC.

AND

ARMSTRONG FLOORING, INC.

DATED AS OF APRIL 1, 2016

TABLE OF CONTENTS

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EMPLOYEE MATTERS AGREEMENT

This EMPLOYEE MATTERS AGREEMENT, dated as of April 1, 2016 (this “ Agreement ”), is by and between Armstrong World Industries, Inc., a Pennsylvania corporation (“ AWI ”), and Armstrong Flooring, Inc., a Delaware corporation (“ AFI ”).

R E C I T A L S:

WHEREAS, the board of directors of AWI (the “ AWI Board ”) has determined that it is in the best interests of AWI and its shareholders to create a new publicly traded company that shall operate the AFI Business;

WHEREAS, in furtherance of the foregoing, the AWI Board has determined that it is appropriate and desirable to separate the AFI Business from the AWI Business (the “ Separation ”) and, following the Separation, distribute, on a pro rata basis to holders of AWI Shares on the Record Date, all the outstanding AFI Shares owned by AWI (the “ Distribution ”);

WHEREAS, in order to effectuate the Separation and Distribution, AWI and AFI have entered into a Separation and Distribution Agreement, dated as of April 1, 2016 (the “ Separation and Distribution Agreement ”); and

WHEREAS, in addition to the matters addressed by the Separation and Distribution Agreement, the Parties desire to enter into this Agreement to set forth the terms and conditions of certain employment, compensation and benefit matters.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

“ AFI Benefit Plan ” shall mean any Benefit Plan established, sponsored, maintained or contributed to by a member of the AFI Group as of or after the Effective Time.

“ AFI Board ” shall mean the Board of Directors of AFI.

“ AFI Business ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ AFI Designees ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ AFI Equity Plan ” shall mean the AFI 2016 Equity Incentive Plan.

“ AFI Group ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ AFI Group Defined Benefit Plan Participants ” shall mean any AFI Group Employee who has accrued a benefit under the AWI Pension Plan and any Former AFI Group Employee who qualified to retire on or after October 1, 2006 under the retirement provisions of the AWI Pension Plan from a currently operating AFP site (operating as of the Effective Time) and any alternate payees of this group. This group shall exclude the following individuals: 1) any Former AFI Group Employee who did not qualify to retire on or after October 1, 2006 under the retirement provisions of the AWI Pension Plan from a currently operating AFP site (operating as of the Effective Time), and 2) any beneficiaries of Former AFI Group Employee who qualified to retire on or after October 1, 2006 under the retirement provisions of the AWI Pension Plan from a currently operating AFP site (operating as of the Effective Time) who are receiving pension payments from the AWI Pension Plan due to the death of the Former AFI Group Employee.

“ AFI Group Employee ” shall mean any individual who is intended to be an employee of the AFI Group as of the Effective Time as evidenced by written notice provided to such individual or by designation in the HRIS system of record (SAP or otherwise) of AWI in an organization or cost center code of the AFI Group (including any such individual who is not actively working as of the Effective Time as a result of an illness, injury or leave of absence approved by the AWI Human Resources department or otherwise taken in accordance with applicable Law).

“ AFI HSA ” shall have the meaning set forth in Section 7.01(b) .

“ AFI Liability ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ AFI Nonqualified Deferred Compensation Plan ” shall mean the U.S. AFI Nonqualified Deferred Compensation Plan.

“ AFI Nonqualified Defined Benefit Plan ” shall mean the U.S. Retirement Benefit Equity Plan of Armstrong Flooring, Inc.

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“ AFI Option ” shall mean an option to purchase AFI Shares granted by AFI pursuant to the AFI Equity Plan in accordance with Section 4.02(a) .

“ AFI Pension Plan ” shall mean the U.S. Retirement Income Plan for Employees of Armstrong Flooring, Inc.

“ AFI Pension Trust ” shall have the meaning set forth in Section 5.01(a) .

“ AFI Ratio ” shall mean a ratio, the numerator of which is the closing price of AWI Shares trading on the “regular way with due bills attached” basis for the Distribution Date, and the denominator of which is the opening price of AFI Shares trading on the “regular way” basis for the first trading day following the Distribution Date.

“ AFI Savings Plan ” shall mean the U.S. Armstrong Flooring, Inc. 401(k) Savings Plan.

“ AFI Severance Pay Plan ” shall mean the severance pay plan to be established by AFI in accordance with Section 7.04 .

“ AFI Shares ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ AFI Welfare Plans ” shall mean the Welfare Plans established, sponsored, maintained or contributed to by any member of the AFI Group for the benefit of AFI Group Employees and Former AFI Group Employees.

“ Agreement ” shall have the meaning set forth in the preamble to this Agreement and shall include all Schedules hereto and all amendments, modifications, and changes hereto entered into pursuant to Section 9.17 .

“ Ancillary Agreement ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Assets ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ AWI ” shall have the meaning set forth in the preamble to this Agreement.

“ AWI Awards ” shall mean AWI Options and AWI Stock Unit Awards, collectively.

“ AWI Benefit Plan ” shall mean any Benefit Plan established, sponsored or maintained by AWI or any of its Subsidiaries immediately prior to the Effective Time, excluding any AFI Benefit Plan.

“ AWI Board ” shall have the meaning set forth in the recitals to this Agreement.

“ AWI Business ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ AWI Compensation Committee ” shall mean the Management Development and Compensation Committee of the AWI Board.

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“ AWI Equity Plan ” shall mean any equity compensation plan sponsored or maintained by AWI immediately prior to the Effective Time, including the 2011 Long-Term Incentive Plan, the 2008 Directors Stock Unit Plan, as amended, the 2006 Phantom Stock Unit Plan, as amended, and the 2006 Long-Term Incentive Plan, as amended.

“ AWI Group ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ AWI Group Defined Benefit Plan Participant ” shall mean any Employee or Former Employee who has accrued a benefit under the AWI Pension Plan excluding all AFI Group Defined Benefit Plan Participants.

“ AWI Group Employee ” shall mean each individual who is employed by the AWI Group as of the Effective Time and who is not a AFI Group Employee (including any such individual who is not actively working as of the Effective Time as a result of an illness, injury or leave of absence approved by the AWI Human Resources department or otherwise taken in accordance with applicable Law).

“ AWI HSA ” shall have the meaning set forth in Section 7.01(b) .

“ AWI Liability ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ AWI Non-Equity Incentive Plans ” shall mean the Management Achievement Plan and the Salaried Employee Bonus Plan as in effect immediately prior to the Effective Time.

“ AWI Nonqualified Deferred Compensation Plan ” shall mean the U.S. Armstrong Nonqualified Deferred Compensation Plan.

“ AWI Nonqualified Defined Benefit Plan ” shall mean the U.S. Retirement Benefit Equity Plan.

“ AWI Option ” shall mean an option to purchase AWI Shares granted pursuant to an AWI Equity Plan that is outstanding as of immediately prior to the Effective Time.

“ AWI Pension Plan ” shall mean the U.S. Retirement Income Plan for Employees of Armstrong World Industries, Inc.

“ AWI Pension Trust ” shall mean the U.S. Retirement Master Trust.

“ AWI Ratio ” shall mean a ratio, the numerator of which is the closing price of AWI Shares trading on the “regular way with due bills attached” basis for the Distribution Date, and the denominator of which is the opening price of AWI Shares trading on the “regular way” basis for the first trading day following the Distribution Date.

“ AWI Savings Plan ” shall mean the U.S. Savings and Investment Plan of Armstrong World Industries, Inc.

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“ AWI Severance Pay Plan ” shall mean the U.S. Severance Pay Plan for Salaried Employees of Armstrong World Industries, Inc.

“ AWI Shares ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ AWI Stock Unit Award ” shall mean a time-based restricted stock unit award or performance-based restricted stock unit award granted pursuant to an AWI Equity Plan that is outstanding as of immediately prior to the Effective Time.

“ AWI Welfare Plan ” shall mean any Welfare Plan established, sponsored, maintained or contributed to by AWI or any of its Subsidiaries for the benefit of Employees or Former Employees, including but not limited to each Welfare Plan listed on Schedule 1.01(c) but excluding any AFI Welfare Plan.

“ Benefit Plan ” shall mean any contract, agreement, policy, practice, program, plan, trust, commitment or arrangement providing for benefits, perquisites or compensation of any nature from an employer to any Employee, or to any family member, dependent, or beneficiary of any such Employee, including pension plans, thrift plans, supplemental pension plans and welfare plans, and contracts, agreements, policies, practices, programs, plans, trusts, commitments and arrangements providing for terms of employment, fringe benefits, severance benefits, change in control protections or benefits, travel and accident, life, accidental death and dismemberment, disability and accident insurance, tuition reimbursement, travel reimbursement, vacation, sick, personal or bereavement days, leaves of absences and holidays; provided , however , the term “Benefit Plan” does not include any government-sponsored benefits, such as workers’ compensation, unemployment or any similar plans, programs or policies.

“ COBRA ” shall mean the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as codified at Section 601 et seq . of ERISA and at Section 4980B of the Code.

“ Code ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Distribution ” shall have the meaning set forth in the recitals to this Agreement.

“ Distribution Date ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Effective Time ” shall mean the Distribution Effective Time as defined in the Separation and Distribution Agreement.

“ Employee ” shall mean any AWI Group Employee or AFI Group Employee.

“ ERISA ” shall mean the U.S. Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

“ FICA ” shall have the meaning set forth in Section 3.01(e) .

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“ Force Majeure ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Former AFI Group Employee ” shall mean any individual who is a former employee of AWI or any of its former Subsidiaries or Subsidiaries as of the Effective Time, in each case, whose most recent employment with AWI was with a member of the AFI Group and who is designated as such in the HRIS system of record (SAP or otherwise) of AWI in an organization or cost center code of the AFI Group as of the individual’s last date of employment.

“ Former AWI Group Employee ” shall mean any individual who is a former employee of the AWI Group as of the Effective Time and who is not a Former AFI Group Employee.

“ Former Employees ” shall mean Former AWI Group Employees and Former AFI Group Employees.

“ FUTA ” shall have the meaning set forth in Section 3.01(e) .

“ General Continuation Period ” shall mean a period of time commencing as of the Distribution Date and ending on December 31, 2016.

“ Governmental Authority ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ HIPAA ” shall mean the U.S. Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations promulgated thereunder.

“ Individual Agreement ” shall mean any individual (i) employment contract, (ii) retention, severance or change of control agreement, (iii) expatriate (including any international assignee) contract or agreement (including agreements and obligations regarding repatriation, relocation, equalization of taxes and living standards in the host country), or (iv) other agreement containing restrictive covenants (including confidentiality, non–competition and non–solicitation provisions) between a member of the AWI Group and a AFI Group Employee, as in effect immediately prior to the Effective Time.

“ IRS ” shall mean the United States Department of Treasury Internal Revenue Service.

“ Law ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Liabilities ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Party ” shall mean a party to this Agreement.

“ PBGC ” shall mean the Pension Benefit Guaranty Corporation.

“ Person ” shall have the meaning set forth in the Separation and Distribution Agreement.

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“ Post-Distribution AWI Awards ” shall mean the Post-Distribution AWI Options and Post-Distribution AWI Stock Unit Awards, collectively.

“ Post-Distribution AWI Option ” shall have the meaning set forth in Section 4.02(a) .

“ Post-Distribution AWI Stock Unit Award ” shall have the meaning set forth in Section 4.02(b) .

“ Providing Party ” shall have the meaning set forth in Section 2.02(b) .

“ QDRO ” shall mean a qualified domestic relations order within the meaning of Section 206(d) of ERISA and Section 414(p) of the Code.

“ Record Date ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ Requesting Party ” shall have the meaning set forth in Section 2.02(b) .

“ Securities Act ” shall mean the U.S. Securities Act of 1933, as amended, together with the rules and regulations promulgated thereunder.

“ Separation ” shall have the meaning set forth in the recitals to this Agreement.

“ Separation and Distribution Agreement ” shall have the meaning set forth in the recitals to this Agreement.

“ Transferred Account Balances ” shall have the meaning set forth in Section 7.01(c) .

“ Transferred Director ” shall have the meaning set forth in Section 4.04(a) .

“ Transition Services Agreement ” shall have the meaning set forth in the Separation and Distribution Agreement.

“ U.S. ” shall mean the United States of America.

“ Welfare Plan ” shall mean any “welfare plan” (as defined in Section 3(1) of ERISA) or a “cafeteria plan” under Section 125 of the Code, and any benefits offered thereunder, and any other plan offering health benefits (including medical, prescription drug, dental, vision, mental health, substance abuse and retiree health), disability benefits, or life, accidental death and dismemberment, and business travel insurance, pre-tax premium conversion benefits, dependent care assistance programs, employee assistance programs, paid time-off programs, contribution funding toward a health savings account, flexible spending accounts or cashable credits.

Section 1.02 Interpretation . Section 10.16 of the Separation and Distribution Agreement is hereby incorporated by reference.

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ARTICLE II

GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES

Section 2.01 General Principles .

(a) Acceptance and Assumption of AFI Liabilities. On or prior to the Effective Time, but in any case prior to the Distribution, AFI and the applicable AFI Designees shall accept, assume and agree to faithfully perform, discharge and fulfill all of the following Liabilities in accordance with their respective terms (each of which shall be considered a AFI Liability), regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective Time, regardless of where or against whom such Liabilities are asserted or determined (including any Liabilities arising out of claims made by AWI’s or AFI’s respective directors, officers, Employees, Former Employees, agents, Subsidiaries or Affiliates against any member of the AWI Group or the AFI Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the AWI Group or the AFI Group, or any of their respective directors, officers, Employees, Former Employees, agents, Subsidiaries or Affiliates:

(i) except as set forth on Schedule 2.4(b) of the Separation and Distribution Agreement, any and all wages, salaries, incentive compensation (as the same may be modified by this Agreement), equity compensation (as the same may be modified by this Agreement), commissions, bonuses and any other employee compensation or benefits payable to or on behalf of any AFI Group Employees and Former AFI Group Employees after the Effective Time, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses or other employee compensation or benefits are or may have been awarded or earned;

(ii) any and all Liabilities whatsoever with respect to claims made by or with respect to any AFI Group Employees or Former AFI Group Employees in connection with any Benefit Plan not retained or assumed by any member of the AWI Group pursuant to this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement; and

(iii) any and all Liabilities expressly assumed or retained by any member of the AFI Group pursuant to this Agreement.

(b) Acceptance and Assumption of AWI Liabilities. On or prior to the Effective Time, but in any case prior to the Distribution, AWI and certain members of the AWI Group designated by AWI shall accept, assume and agree to faithfully perform, discharge and fulfill all of the following Liabilities held by AFI or any AFI Designee and AWI and the applicable members of the AWI Group shall be responsible for such Liabilities in accordance with their respective terms (each of which shall be considered an AWI Liability), regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective Time, regardless of where or against whom such Liabilities are asserted or determined (including any Liabilities arising out of claims made by

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AWI’s or AFI’s respective directors, officers, Employees, Former Employees, agents, Subsidiaries or Affiliates against any member of the AWI Group or the AFI Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the AWI Group or the AFI Group, or any of their respective directors, officers, Employees, Former Employees, agents, Subsidiaries or Affiliates:

(i) any and all wages, salaries, incentive compensation (as the same may be modified by this Agreement), equity compensation (as the same may be modified by this Agreement), commissions, bonuses and any other employee compensation or benefits payable to or on behalf of any AWI Group Employees and Former AWI Group Employees after the Effective Time, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses or other employee compensation or benefits are or may have been awarded or earned;

(ii) any and all Liabilities whatsoever with respect to claims made by or with respect to any AWI Group Employees or Former AWI Group Employees in connection with any Benefit Plan not retained or assumed by any member of the AFI Group pursuant to this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement; and

(iii) any and all Liabilities expressly assumed or retained by any member of the AWI Group pursuant to this Agreement or Schedule 2.4(b) of the Separation and Distribution Agreement.

(c) Unaddressed Liabilities. To the extent that this Agreement does not address particular Liabilities under any Benefit Plan and the Parties later determine that they should be allocated in connection with the Distribution, the Parties shall agree in good faith on the allocation, taking into account the handling of comparable Liabilities under this Agreement.

Section 2.02 Service Credit .

(a) Service for Eligibility, Vesting and Benefit Purposes . The AFI Benefit Plans shall, and AFI shall cause each member of the AFI Group to, recognize each AFI Group Employee’s and each Former AFI Group Employee’s full service with AWI or any of its Subsidiaries or predecessor entities at or before the Effective Time, to the same extent that such service was credited by AWI for similar purposes prior to the Effective Time as if such full service had been performed for a member of the AFI Group, for purposes of eligibility, vesting and determination of level of benefits under any such AFI Benefit Plan.

(b) Evidence of Prior Service. Notwithstanding anything in this Agreement to the contrary, but subject to Section 3.02 and applicable Law, upon reasonable request by either Party (the “ Requesting Party ”), the other Party (the “ Providing Party ”) will provide to the Requesting Party copies of any records available to the Providing Party to document the service, plan participation and membership of former Employees of the Providing Party who are then Employees of the Requesting Party, and will cooperate with the Requesting Party to resolve any discrepancies or obtain any missing data for purposes of determining benefit eligibility, participation, vesting and calculation of benefits with respect to any such Employee.

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Section 2.03 Benefit Plans .

(a) Establishment of Plans . Before the Effective Time, AFI shall, or shall cause an applicable member of the AFI Group to, adopt Benefit Plans (and related trusts, if applicable), with terms comparable (or such other standard as is specified in this Agreement with respect to any particular Benefit Plan) to those of the corresponding AWI Benefit Plans. The U.S. AWI Benefit Plans are listed on Schedule 2.03(a) . AFI may limit participation in any such AFI Benefit Plan to AFI Group Employees and Former AFI Group Employees who participated in the corresponding AWI Benefit Plan immediately prior to the Effective Time. AFI shall, or shall cause an applicable member of the AFI Group to, adopt such other Benefit Plans as specified in this Agreement.

(b) Information and Operation . AWI shall provide AFI with information describing each AWI Benefit Plan election made by a AFI Group Employee or Former AFI Group Employee that may have application to AFI Benefit Plans from and after the Effective Time, and AFI shall use its commercially reasonable efforts to administer the AFI Benefit Plans using those elections. Each Party shall, upon reasonable request, provide the other Party and the other Party’s respective Affiliates, agents, and vendors all information reasonably necessary to the other Party’s operation or administration of its Benefit Plans.

(c) No Diminution of Benefits . Except as provided herein, during the General Continuation Period, AFI shall provide to each AFI Group Employee and Former AFI Group Employee employee benefits under AFI Benefit Plans that, in the aggregate, are substantially similar to the employee benefits provided to such employees immediately prior to the Effective Time. Notwithstanding the foregoing, during such period, AFI may make such changes, modifications or amendments to the applicable AFI Benefit Plan as may be required by applicable Law or as are necessary and appropriate to reflect the Separation.

(d) No Duplication or Acceleration of Benefits. Notwithstanding anything to the contrary in this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement, no participant in any AFI Benefit Plan shall receive service credit or benefits to the extent that receipt of such service credit or benefits would result in duplication of benefits provided to such participant by the corresponding AWI Benefit Plan or any other plan, program or arrangement sponsored or maintained by a member of the AWI Group. Furthermore, unless expressly provided for in this Agreement, the Separation and Distribution Agreement or in any Ancillary Agreement or required by applicable Law, no provision in this Agreement shall be construed to create any right to accelerate vesting or entitlements under any compensation or Benefit Plan, program or arrangement sponsored or maintained by a member of the AWI Group or member of the AFI Group on the part of any Employee or Former Employee.

(e) No Expansion of Participation . Unless otherwise expressly provided in this Agreement, as otherwise determined or agreed to by AWI and AFI, as required by applicable Law, or as explicitly set forth in a AFI Benefit Plan, a AFI Group Employee or Former AFI Group Employee shall be entitled to participate in the AFI Benefit Plans at the

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Effective Time only to the extent that such AFI Group Employee or Former AFI Group Employee was entitled to participate in the corresponding AWI Benefit Plan as in effect immediately prior to the Effective Time (to the extent that such AFI Group Employee or Former AFI Group Employee does not participate in the respective AFI Benefit Plan immediately prior to the Effective Time), it being understood that this Agreement does not expand (i) the number of AFI Group Employees or Former AFI Group Employees entitled to participate in any AFI Benefit Plan or (ii) the participation rights of AFI Group Employees or Former AFI Group Employees in any AFI Benefit Plans beyond the rights of such AFI Group Employees or Former AFI Group Employees under the corresponding AWI Benefit Plans, in each case, after the Effective Time.

(f) Transition Services . The Parties acknowledge that the AWI Group or the AFI Group may provide administrative services for certain of the other Party’s compensation and benefit programs for a transitional period under the terms of the Transition Services Agreement. The Parties agree to enter into a business associate agreement (if required by HIPAA or other applicable health information privacy Laws) in connection with such Transition Services Agreement.

(g) Beneficiaries . References to AWI Group Employees, Former AWI Group Employees, AFI Group Employees, Former AFI Group Employees, and non-employee directors of either AWI or AFI (including Transferred Directors), shall be deemed to refer to their beneficiaries, dependents, survivors and alternate payees, as applicable.

Section 2.04 Individual Agreements .

(a) Assignment by AWI . To the extent necessary, AWI shall assign, or cause an applicable member of the AWI Group to assign, to AFI or another member of the AFI Group, as designated by AFI, all Individual Agreements, with such assignment to be effective as of the Effective Time; provided , however , that to the extent that assignment of any such Individual Agreement is not permitted by the terms of such agreement or by applicable Law, effective as of the Effective Time, each member of the AFI Group shall be considered to be a successor to each member of the AWI Group for purposes of, and a third-party beneficiary with respect to, such Individual Agreement, such that each member of the AFI Group shall enjoy all of the rights and benefits under such agreement (including rights and benefits as a third-party beneficiary), with respect to the business operations of the AFI Group; provided , further , that in no event shall AWI be permitted to enforce any Individual Agreement (including any agreement containing non-competition or non-solicitation covenants) against a AFI Group Employee or Former AFI Group Employee for action taken in such individual’s capacity as a AFI Group Employee or Former AFI Group Employee.

(b) Assumption by AFI. Effective as of the Effective Time, AFI will assume and honor, or will cause a member of the AFI Group to assume and honor, any individual agreement to which any AFI Group Employee or Former AFI Group Employee is a party with any member of the AWI Group, including any Individual Agreement.

Section 2.05 Collective Bargaining . Effective no later than immediately prior to the Effective Time, to the extent necessary, AFI shall cause the appropriate member of the AFI

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Group to (a) assume all collective bargaining agreements (including any national, sector or local collective bargaining agreement) that cover AFI Group Employees or Former AFI Group Employees, including those bargaining agreements listed on Schedule 2.05 , and the Liabilities arising under any such collective bargaining agreements, and (b) join any industrial, employer or similar association or federation if membership is required for the relevant collective bargaining agreement to continue to apply.

Section 2.06 Non-U.S. Jurisdictions . Except as expressly set forth herein, the provisions of this Agreement shall apply in respect of all jurisdictions wherever situated; provided, however, that to the extent an Ancillary Agreement or an appendix attached hereto or a separation agreement between the Parties addresses employment, compensation and employee benefit matters, the terms of such Ancillary Agreement, appendix or separation agreement shall govern in respect of matters relating to employees employed in the applicable jurisdiction. AWI shall have the authority to adjust the treatment described in this Agreement (including any appendix attached hereto) or an Ancillary Agreement with respect to AFI Group Employees who are located outside of the United States in order to address different plans or benefits not addressed herein or to address applicable plans and benefits in a manner appropriate to the jurisdiction; ensure compliance with the applicable laws or regulations of countries outside of the United States; or to preserve the tax benefits provided under local tax law or regulation before the Distribution.

ARTICLE III

ASSIGNMENT OF EMPLOYEES

Section 3.01 Active Employees .

(a) Assignment and Transfer of Employees. Effective no later than immediately prior to the Effective Time and except as otherwise agreed by the Parties, (i) the applicable member of the AWI Group shall have taken such actions as are necessary to ensure that each AFI Group Employee is employed by a member of the AFI Group as of immediately after the Effective Time, and (ii) the applicable member of the AWI Group shall have taken such actions as are necessary to ensure that each AWI Group Employee is employed by a member of the AWI Group as of immediately after the Effective Time. Each of the Parties agrees to execute, and to seek to have the applicable Employees execute, such documentation, if any, as may be necessary to reflect such assignment and/or transfer.

(b) At-Will Status. Nothing in this Agreement shall create any obligation on the part of any member of the AWI Group or any member of the AFI Group to (i) continue the employment of any Employee or permit the return from a leave of absence for any period after the date of this Agreement (except as required by applicable Law) or (ii) change the employment status of any Employee from “at-will,” to the extent that such Employee is an “at-will” employee under applicable Law.

(c) Severance. The Parties acknowledge and agree that the Distribution and the assignment, transfer or continuation of the employment of Employees as contemplated by this Section 3.01 shall not be deemed an involuntary termination of employment entitling any AFI Group Employee or AWI Group Employee to severance payments or benefits.

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(d) Not a Change of Control/Change in Control . The Parties acknowledge and agree that neither the consummation of the Distribution nor any transaction contemplated by this Agreement, the Separation and Distribution Agreement or any other Ancillary Agreement shall be deemed a “change of control,” “change in control,” or term of similar import for purposes of any Benefit Plan sponsored or maintained by any member of the AWI Group or member of the AFI Group.

(e) U.S. Payroll and Related Taxes . With respect to any AFI Group Employee or group of AFI Group Employees, the Parties shall, or shall cause their respective Subsidiaries to, (i) treat AFI (or the applicable member of the AFI Group) as a “successor employer” and AWI (or the applicable member of the AWI Group) as a “predecessor,” within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, for purposes of taxes imposed under the United States Federal Insurance Contributions Act, as amended (“ FICA ”), or the United States Federal Unemployment Tax Act, as amended (“ FUTA ”), (ii) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Effective Time with respect to each such AFI Group Employee for the tax year during which the Effective Time occurs, and (iii) use commercially reasonably efforts to implement the alternate procedure described in Section 5 of Revenue Procedure 2004-53; provided , however , that, to the extent that AFI (or the applicable member of the AFI Group) cannot be treated as a “successor employer” to AWI (or the applicable member of the AWI Group) within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code with respect to any AFI Group Employee or group of AFI Group Employees, (x) with respect to the portion of the tax year commencing on January 1, 2016 and ending on the Distribution Date, AWI will (A) be responsible for all payroll obligations, tax withholding and reporting obligations for such AFI Group Employees and (B) furnish a Form W-2 or similar earnings statement to all such AFI Group Employees for such period, and (y) with respect to the remaining portion of such tax year, AFI will (A) be responsible for all payroll obligations, tax withholding and reporting obligations regarding such AFI Group Employees and (B) furnish a Form W-2 or similar earnings statement to all such AFI Group Employees.

Section 3.02 Global No-Hire and Non-Solicitation . Each Party agrees that, for a period of eighteen (18) months from the Distribution Date, such Party shall not hire or solicit for employment, or solicit and enter into in any contractual arrangement for consulting or other professional services, any individual who is an AWI Group Employee, in the case of AFI, or a AFI Group Employee, in the case of AWI; provided , however , that, without limiting the generality of the foregoing prohibition on solicitation and hiring Employees of the other Party, this Section 3.02 shall not prohibit (a) generalized solicitations that are not directed to specific Persons or Employees of the other Party, (b) the solicitation and hiring of a Person whose employment was involuntarily terminated by the other Party, or (c) the solicitation and hiring of a Person after receipt by the soliciting Party (in advance of any solicitation or, in the case of a response to a general solicitation as permitted under clause (a) above, in advance of any subsequent solicitation in connection with the recruiting process) of the express written consent of the senior Human Resources executive of the Party that employs the Person who is to be solicited and/or hired. Except as provided in clause (b) above with respect to involuntary terminations, without regard to the use of the term “Employee” or “employs,” the restrictions

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under this Section 3.02 shall be applicable to (i) AWI Group Employees whose employment terminates sixty (60) days prior to the Distribution Date or after the Distribution Date, and (ii) AFI Group Employees whose employment terminates sixty (60) days prior to the Distribution Date or after the Distribution Date, in each case, until the date that is six months after such Employee’s last date of employment with AWI or AFI, as applicable. For the avoidance of doubt, the restrictions under this Section 3.02 shall not apply to (i) Former Employees whose most recent employment with AWI and its Subsidiaries was involuntarily terminated prior to the Distribution Date, (ii) those Employees to be included on a list of employees to be agreed to be the Parties who provide payroll transition services to AWI pursuant to the Transition Services Agreement or (iii) Former Employees whose termination with AWI and its Subsidiaries occurred as a result of voluntary retirement prior to January 1, 2016.

ARTICLE IV

EQUITY, INCENTIVE AND EXECUTIVE COMPENSATION

Section 4.01 Generally . Each AWI Award granted that is outstanding as of immediately prior to the Effective Time shall be adjusted as described below; provided , however , that, effective immediately prior to the Effective Time, the AWI Compensation Committee may provide for different adjustments with respect to some or all AWI Awards to the extent that the AWI Compensation Committee deems such adjustments necessary and appropriate. Any adjustments made by the AWI Compensation Committee pursuant to the foregoing sentence shall be deemed incorporated by reference herein as if fully set forth below and shall be binding on the Parties and their respective Affiliates. Before the Effective Time, the AFI Equity Plan shall be established, with such terms as are necessary to permit the implementation of the provisions of Section 4.02 .

Section 4.02 Equity Incentive Awards .

(a) Stock Options .

(i) AWI Options . Each AWI Option that is outstanding immediately prior to the Effective Time and that is held by an AWI Group Employee or a Former AWI Group Employee shall be adjusted immediately following the close of market on the Distribution Date (and shall thereafter be referred to as a “ Post-Distribution AWI Option ”) as follows:

(A) The number of AWI Shares subject to each Post-Distribution AWI Option shall be equal to the product (rounded down to the nearest whole share) of (A) the number of AWI Shares subject to the corresponding AWI Option immediately prior to the Distribution Date and (B) the AWI Ratio.

(B) The exercise price per share for each Post-Distribution AWI Option shall be equal to (rounded up to the nearest whole cent) (A) the exercise price of the corresponding AWI Option immediately prior to the Distribution Date divided by (B) the AWI Ratio.

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(C) Except as set forth in Section 4.02(c) , each Post-Distribution AWI Option shall otherwise be subject to the same terms, vesting conditions, exercise procedures, expiration dates and termination provisions and other terms and conditions as were in effect immediately prior to the Distribution Date for the corresponding AWI Option.

(ii) AFI Options . Each AWI Option that is outstanding immediately prior to the Effective Time and that is held by a AFI Group Employee or a Former AFI Group Employee shall, effective immediately following the close of market on the Distribution Date, be cancelled and immediately replaced with an option to purchase AFI Shares (a “ AFI Option ”) as follows:

(A) The number of AFI Shares subject to each AFI Option shall be equal to the product (rounded down to the nearest whole share) of (A) the number of AWI Shares subject to the corresponding AWI Option immediately prior to the Distribution Date and (B) the AFI Ratio.

(B) The per share exercise price for each AFI Option shall be equal to (rounded up to the nearest whole cent) (A) the exercise price of the corresponding AWI Option immediately prior to the Distribution Date divided by (B) the AFI Ratio.

(C) Except as set forth in Section 4.02(c) , each AFI Option shall otherwise be subject to the same terms, vesting conditions, exercise procedures, expiration dates and termination provisions and other terms and conditions as were in effect immediately prior to the Distribution Date for the corresponding AWI Option. With respect to each AFI Option, AFI shall give each AFI Group Employee, Former AFI Group Employee and Transferred Director full vesting service credit for such individual’s service with AWI or any of its Subsidiaries prior to the Distribution Date to the same extent such service was recognized with respect to the corresponding AWI Option immediately prior to the Distribution Date.

(b) Time-Based and Performance-Based Restricted Stock Units .

(i) AWI RSUs . Each AWI Stock Unit Award that is outstanding immediately prior to the Effective Time and that is held by an AWI Group Employee, a Former AWI Group Employee or a member of the AWI Board other than a Transferred Director shall be adjusted immediately following the close of market on the Distribution Date (and shall thereafter be referred to as a “ Post-Distribution AWI Stock Unit Award ”) as follows:

(A) The number of AWI Shares subject to each Post-Distribution AWI Stock Unit Award shall be equal to the product (rounded down to the nearest whole share) of (A) the number of AWI Shares subject to corresponding AWI Stock Unit Award immediately prior to the Distribution Date and (B) the AWI Ratio;

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(B) Each Post-Distribution AWI Stock Unit Award shall be subject to the same terms, vesting conditions, issuance dates and method of distribution and other terms and conditions as were in effect immediately prior to the Distribution Date for the corresponding AWI Stock Unit Award.

(C) Each outstanding performance-based Post-Distribution AWI Stock Unit Award (the performance period of which commenced January 1, 2014 and ends December 31, 2016) shall vest and be paid at fifty percent (50%) of target subject to the AWI Group Employee’s continued service through December 31, 2016.

(ii) AFI RSUs . Each AWI Stock Unit Award that is outstanding immediately prior to the Effective Time and that is held by a AFI Group Employee, a Former AFI Group Employee or a Transferred Director shall, immediately following the close of market on the Distribution Date, be cancelled and immediately replaced with a time-based restricted stock unit award or performance-based restricted stock unit award with respect to AFI Shares (a “ AFI Stock Unit Award ”) as follows:

(A) The number of AFI Shares subject to each AFI Stock Unit Award shall be equal to the product (rounded down to the nearest whole share) of (A) the number of AWI Shares subject to the corresponding AWI Stock Unit Award immediately prior to the Distribution Date and (B) the AFI Ratio.

(B) Each AFI Stock Unit Award shall be subject to the same terms, vesting conditions, issuance dates and method of distribution and other terms and conditions that were in effect immediately prior to the Distribution Date for the corresponding AWI Stock Unit Award. With respect to each AFI Stock Unit Award, AFI shall give each AFI Group Employee, Former AFI Group Employee and Transferred Director full vesting service credit for such individual’s service with AWI or any of its Subsidiaries prior to the Distribution Date to the same extent such service was recognized with respect to the corresponding AWI Stock Unit Award immediately prior to the Distribution Date.

(C) Each outstanding performance-based AFI Stock Unit Award (the performance period of which commenced January 1, 2014 and ends December 31, 2016) shall vest and be paid at fifty percent (50%) of target subject to the AFI Group Employee’s continued service through December 31, 2016.

(c) Miscellaneous Award Terms . All of the foregoing adjustments shall be effected in accordance with Sections 424 and 409A of the Code. None of the Separation, the Distribution or any employment transfer described in Section 3.01(a) shall constitute a termination of employment for any Employee for purposes of any Post-Distribution AWI Award or any AFI Award. After the Effective Time, for each award adjusted under this Section 4.02 , any reference to a “change in control,” “change of control” or similar definition in an award agreement, employment agreement or AWI Equity Plan applicable to such award (A)

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with respect to Post-Distribution AWI Awards, shall be deemed to refer to a “change in control,” “change of control” or similar definition as set forth in the applicable award agreement, employment agreement or AWI Equity Plan, and (B) with respect to AFI Awards, shall be deemed to refer to a “Change in Control” as defined in the AFI Equity Plan.

(d) Equity Plan Restrictive Covenants . Without limiting the generality of Section 2.04(a) , effective as of the Effective Time, to the extent permitted under applicable Law, each member of the AFI Group shall be considered to be a successor to each member of the AWI Group for purposes of, and a third-party beneficiary with respect to, the restrictive covenants (including non-competition covenants) contained in the AWI Equity Plans and award agreements thereunder (only to the extent that such agreements are not assigned to AFI in accordance with Section 2.04 ), such that each member of the AFI Group shall enjoy all of the rights and benefits under such arrangements (including rights and benefits as a third-party beneficiary), with respect to the business operations of the AFI Group; provided , that from and after the Distribution Date, in no event shall AWI or any member of the AWI Group be permitted to enforce any restrictive covenant (including non-competition covenants) in the AWI Equity Plan or any award agreement thereunder against a AFI Group Employee or Former AFI Group Employee for action taken in such individual’s capacity as a AFI Group Employee or Former AFI Group Employee.

(e) Registration and Other Regulatory Requirements . AFI agrees to file applicable registration statements with respect to, and to cause to be registered pursuant to the Securities Act, the AFI Shares authorized for issuance under the AFI Equity Plan, as required pursuant to the Securities Act, before the date of issuance of any AFI Shares pursuant to the AFI Equity Plan. The Parties shall take such additional actions as are deemed necessary or advisable to effectuate the foregoing provisions of this Section 4.02(e) , including compliance with securities Laws and other legal requirements associated with equity compensation awards in affected non-U.S. jurisdictions. AWI agrees to facilitate the adoption and approval of the AFI Equity Plan consistent with the requirements of Treasury Regulations Section 1.162-27(f)(4)(iii).

Section 4.03 Non-Equity Incentive Plans .

(a) Corporate Bonus Plans . AWI shall establish bonus award opportunities for Employees participating in the AWI Non-Equity Incentive Plans with a Performance Period commencing as of January 1, 2016 and ending as of December 31, 2016. Such awards shall be paid in 2017 in accordance with normal payroll processes based on the performance of AWI for AWI Group Employees and AFI for AFI Group Employees, which performance shall be measured against respective budgeted 2016 targets approved by the AWI Compensation Committee in accordance with the terms of the AWI Non-Equity Incentive Plans prior to the Distribution; provided that the measurement of performance shall be based on the performance of the relevant business unit as part of a combined business prior to the Distribution and on a separate business unit basis for the remainder of the performance period. The achievement of performance against the targets shall be determined by the compensation committee of the board of directors of each respective business.

(b) Allocation of Liabilities. The AWI Group shall be solely responsible for funding, paying and discharging all obligations relating to the 2016 annual

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incentive bonus awards under the AWI Non–Equity Incentive Plans or other short-term compensation plan with respect to payments earned before, as of or after the Effective Time by AWI Group Employees or Former AWI Group Employees, and no member of the AFI Group shall have any obligations with respect thereto. The AFI Group shall be solely responsible for funding, paying and discharging all obligations relating to the 2016 annual incentive bonus awards under the AWI Non-Equity Incentive Plans or other short-term incentive compensation plan with respect to payments earned before, as of or after the Effective Time by AFI Group Employees or Former AFI Group Employees, and no member of the AWI Group shall have any obligations with respect thereto.

(c) Transfer of Accruals . As soon as practicable following the Distribution, AWI shall transfer to AFI the AWI Non-Equity Incentive Plan accruals in respect of AFI Group Employees and Former AFI Group Employees for the portion of the 2016 performance period that occurs prior to the Distribution.

Section 4.04 Director Compensation .

(a) Establishment of AFI Outside Directors’ Compensation Plan . Before the Effective Time, AFI shall, as it deems appropriate, establish an outside directors’ compensation program for each AFI non-employee director as of the Effective Time who served on the AWI Board immediately prior to the Effective Time but who will no longer serve on the AWI Board following the Effective Time (a “ Transferred Director ”). As of the Effective Time, AWI shall cease to have any Liability to any such Transferred Director under the AWI outside directors’ compensation program.

(b) Other Liabilities . Except as provided in Section 4.04(a) , AWI shall retain all other Liabilities and Assets relating to AWI non-employee director compensation.

(c) Director Compensation. AWI shall be responsible for the payment of any fees for service on the AWI Board that are earned at, before, or after the Effective Time, and AFI shall not have any responsibility for any such payments. With respect to any AFI non-employee director, AFI shall be responsible for the payment of any fees for service on the AFI Board that are earned at any time after the Effective Time and AWI shall not have any responsibility for any such payments. Notwithstanding the foregoing, AFI shall commence paying quarterly cash retainers to AFI non-employee directors in respect of the quarter in which the Effective Time occurs; provided that (i) if AWI has already paid such quarter’s cash retainers to AWI non-employee directors prior to the Effective Time, then within 30 days after the Distribution Date, AFI will pay AWI an amount equal to the portion of such payment that is attributable to Transferred Directors’ service to AFI after the Distribution Date, and (ii) if AWI has not yet paid such quarter’s cash retainers to AWI non-employee directors prior to the Effective Time, then within 30 days after the Distribution Date, AWI will pay AFI an amount equal to the portion of such payment that is attributable to Transferred Directors’ service to AWI on and prior to the Distribution Date. AWI Awards held by non-employee directors as of immediately prior to the Effective Time shall be treated as described in Section 4.02 .

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ARTICLE V

U.S. QUALIFIED RETIREMENT PLANS

Section 5.01 AFI U.S. Pension Plan .

(a) Establishment of AFI U.S. Pension Plan . As soon as practicable after the Effective Time and upon receipt by AWI of (i) a copy of the AFI Pension Plan; (ii) a copy of certified resolutions of the AFI Board (or its authorized committee or other delegate) evidencing adoption of the AFI Pension Plan and any related trust(s) (the “ AFI Pension Trust ”) and the assumption by the AFI Pension Plan of the Liabilities described in Section 5.01(b) ; and (iii) an opinion of counsel, which counsel and opinion are reasonably satisfactory to AWI, with respect to the qualified status of the AFI Pension Plan under Section 401(a) of the Code and the tax-exempt status of the AFI Pension Trust under Section 501(a) of the Code (the “ Pension Transfer Date ”), AWI shall direct the trustee of the AWI Pension Trust to transfer assets of the AWI Pension Plan to the AFI Pension Trust in the amounts described in Section 5.01(b) .

(b) Assumption of Liabilities; ERISA Section 4044 Transfer .

(i) AWI Pension Plan . As of the Effective Time, AFI shall cause the AFI Pension Plan to assume liabilities under the AWI Pension Plan with respect to AFI Group Defined Benefit Plan Participants, and shall cause the AFI Pension Trust to accept a transfer of assets from the AWI Pension Trust with respect to such assumed liabilities (including assets and liabilities in respect of alternate payees under any QDROs pertaining to such AFI Group Defined Benefit Plan Participants). The AWI Pension Trust shall transfer such assets to the AFI Pension Trust and, upon completion of such asset transfer, the AWI Pension Plan and the AWI Group shall be relieved of such liabilities.

(ii) Transfer of Assets . The amount of assets (whether in cash or kind, as determined by AWI) to be transferred from the AWI Pension Trust to the AFI Pension Trust in respect of the assumption of liabilities by AFI under Section 5.01(b)(i) (the “ Pension Transfer Amount ”) shall be determined as of the Distribution Date in accordance with, and shall comply with, Section 414(l) of the Code and, Section 4044 of ERISA. The Pension Transfer Amount shall be determined by the actuary for the AWI Pension Plan and shall be (a) the amount which would be allocated to the AFI Group Defined Benefit Plan Participants (and their alternate payees and beneficiaries, if any) if the AWI Pension Plan were terminated on the Distribution Date and assets were allocated to the AFI Group Defined Benefit Plan Participants (and their alternate payees and beneficiaries, if any) in accordance with Section 4044 of ERISA, based on the actuarial assumptions specified under regulations promulgated by the PBGC under Section 4044 of ERISA and, to the extent not so specified, on reasonable actuarial assumptions, as determined by the actuary of the AWI Pension Plan, plus (b) any investment return with respect to such amount stated in clause (a) from the Distribution Date through the Pension Transfer Date, minus (c) any investment losses with respect to such amount stated in clause (a) from the Distribution Date through the Pension Transfer Date, minus (d) the pro rata share of expenses charged to the AWI Pension Trust, including consulting, investment manager, legal and audit fees and costs, associated with such

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amount stated in clause (a) for the period between the Distribution Date and the Pension Transfer Date, minus (e) the PBGC premium amount with respect to such amount stated in clause (a) for the period between the Distribution Date and the Pension Transfer Date, and minus (f) any benefit payments made from the AWI Pension Trust following the Distribution Date and prior to the Pension Transfer Date in respect of AFI Group Defined Benefit Plan Participants. The entries in the AWI Pension Plan funding standard accounts shall be divided between the AWI Pension Plan and the AFI Pension Plan based on the guidance provided in Revenue Rulings 81-212 and 86-47, to the extent applicable.

(c) AFI Pension Plan Provisions . The AFI Pension Plan shall provide that:

(i) AFI Group Defined Benefit Plan Participants shall (A) be eligible to participate in the AFI Pension Plan as of the Effective Time to the extent that they were eligible to participate in the AWI Pension Plan and accruing pension benefits thereunder as of immediately prior to the Effective Time, and (B) receive credit for vesting, eligibility and benefit service for all service credited for those purposes under the AWI Pension Plan as of the Effective Time as if that service had been rendered to AFI;

(ii) the compensation paid by the AWI Group to a AFI Group Defined Benefit Plan Participant that is recognized under the AWI Pension Plan as of immediately prior to the Effective Time shall be credited and recognized for all applicable purposes under the AFI Pension Plan as though it were compensation from the AFI Group;

(iii) the accrued benefit of each AFI Group Defined Benefit Plan Participants under the AWI Pension Plan as of the Effective Time shall be payable under the AFI Pension Plan at the time and in a form that would have been permitted under the AWI Pension Plan as in effect as of the Effective Time, with employment by the AWI Group before the Effective Time treated as employment by the AFI Group under the AFI Pension Plan for purposes of determining eligibility for optional forms of benefit, early retirement benefits, or other benefit forms;

(iv) the AFI Pension Plan shall assume and honor the terms of all QDROs in effect under the AWI Pension Plan as of immediately prior to the Effective Time with respect to AFI Group Defined Benefit Plan Participants; and

(v) following the Distribution Date, AFI shall fund the AFI Pension Plan to the extent required by applicable Law.

(d) AWI Pension Plan after Effective Time . From and after the Effective Time, (i) the AWI Pension Plan shall continue to be responsible for liabilities in respect of AWI Group Defined Benefit Plan Participants and (ii) no AFI Group Defined Benefit Plan Participants shall accrue any benefits under the AWI Pension Plan. Without limiting the generality of the foregoing, AFI Group Defined Benefit Plan Participants shall cease to be participants in the AWI Pension Plan, effective as of the Effective Time.

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(e) Plan Fiduciaries . For all periods after the Effective Time, the Parties agree that the applicable fiduciaries of each of the AWI Pension Plan and the AFI Pension Plan, respectively, shall have the authority with respect to the AWI Pension Plan and the AFI Pension Plan, respectively, to determine the plan investments and such other matters as are within the scope of their duties under ERISA and the terms of the applicable plan documents.

(f) No Loss of Unvested Benefits; No Distributions . The transfer of any AFI Group Defined Benefit Plan Participant’s employment to the AFI Group will not result in the loss of that AFI Group Defined Benefit Plan Participant’s unvested accrued benefits (if any) under the AWI Pension Plan, which benefit liability shall be assumed under the AFI Pension Plan as provided herein. No AFI Group Defined Benefit Plan Participant shall be entitled to a distribution of his or her benefit under the AWI Pension Plan or the AFI Pension Plan as a result of such transfer of employment.

Section 5.02 AFI U.S. Savings Plan .

(a) Establishment of Plan. Before the Effective Time, AFI shall provide AWI with (i) a copy of the AFI Savings Plan; (ii) a copy of certified resolutions of the AFI Board (or its authorized committee or other delegate) evidencing adoption of the AFI Savings Plan and the related trust(s) and the assumption by the AFI Savings Plan of the liabilities described in Section 5.02(b) ; and (iii) an opinion of counsel, which counsel and opinion are reasonably satisfactory to AWI, with respect to the qualified status of the AFI Savings Plan under Section 401(a) of the Code and the tax-exempt status of its related trust under Section 501(a) of the Code.

(b) Transfer of Account Balances . Not later than 30 days following the Distribution Date (or such later time as mutually agreed by the Parties), AWI shall cause the trustee of the AWI Savings Plan to transfer from the trust(s) which forms a part of the AWI Savings Plan to the trust(s) which forms a part of the AFI Savings Plan the account balances of the AFI Group Employees and Former AFI Group Employees under the AWI Savings Plan, determined as of the date of the transfer. Such transfers shall be made in kind, including promissory notes evidencing the transfer of outstanding loans. Any asset and liability transfers pursuant to this Section 5.02(b) shall comply in all respects with Sections 414(l) and 411(d)(6) of the Code.

(c) AFI Savings Plan Provisions . The AFI Savings Plan shall provide that:

(i) AFI Group Employees and Former AFI Group Employees shall (A) be eligible to participate in the AFI Savings Plan as of the Effective Time to the extent that they were eligible to participate in the AWI Savings Plan as of immediately prior to the Effective Time, and (B) receive credit for purposes of eligibility and vesting for all service credited for those purposes under the AWI Savings Plan as of immediately prior to the Distribution Date as if that service had been rendered to AFI; and

(ii) the account balance of each AFI Group Employee and Former AFI Group Employee under the AWI Savings Plan as of the date of the transfer of assets from the AWI Savings Plan (including any outstanding promissory notes) shall be credited to such individual’s account balance under the AFI Savings Plan.

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(d) AWI Savings Plan after Effective Time . From and after the Effective Time, (i) the AWI Savings Plan shall continue to be responsible for liabilities in respect of AWI Group Employees and Former AWI Group Employees, and (ii) no AFI Group Employees or Former AFI Group Employees shall accrue any benefits under the AWI Savings Plan. Without limiting the generality of the foregoing, AFI Group Employees and Former AFI Group Employees shall cease to be participants in the AWI Savings Plan effective as of the Effective Time.

(e) Plan Fiduciaries . For all periods after the Effective Time, the Parties agree that the applicable fiduciaries of each of the AWI Savings Plan and the AFI Savings Plan, respectively, shall have the authority with respect to the AWI Savings Plan and the AFI Savings Plan, respectively, to determine the investment alternatives, the terms and conditions with respect to those investment alternatives and such other matters as are within the scope of their duties under ERISA and the terms of the applicable plan documents.

(f) No Loss of Unvested Benefits; No Distributions . The transfer of any AFI Group Employee’s employment to the AFI Group will not result in loss of that AFI Group Employee’s unvested benefits (if any) under the AWI Savings Plan, which benefit liability will be assumed under the AFI Savings Plan as provided herein. No AFI Group Employee shall be entitled to a distribution of his or her benefit under the AWI Savings Plan or AFI Savings Plan as a result of such transfer of employment.

ARTICLE VI

U.S. NONQUALIFIED PLANS

Section 6.01 AFI Nonqualified Plans.

(a) Transfer of Nonqualified Deferred Compensation Plan Liabilities from AWI . As of the Effective Time, AFI shall, and shall cause the AFI Nonqualified Deferred Compensation Plan to, assume all Liabilities under the AWI Nonqualified Deferred Compensation Plan for the benefit of AFI Group Employees and Former AFI Group Employees and their respective beneficiaries and/or alternate payees, and the AWI Group and the AWI Nonqualified Deferred Compensation Plan shall be relieved of all Liabilities for those benefits. AWI shall retain all Liabilities under the AWI Nonqualified Deferred Compensation Plan for the benefits for AWI Group Employees and Former AWI Group Employees and their respective beneficiaries and/or alternate payees. From and after the Effective Time, AFI Group Employees and Former AFI Group Employees shall cease to be participants in the AWI Nonqualified Deferred Compensation Plan.

(b) Transfer of Nonqualified Defined Benefit Plan Liabilities from AWI

(i) As of the Effective Time, AFI shall, and shall cause the AFI Nonqualified Defined Benefit Plan to, assume a portion of Liabilities under the AWI

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Nonqualified Defined Benefit Plan for the benefit of AFI Group Defined Benefit Plan Participants then participating in the AWI Nonqualified Defined Benefit Plan and their respective beneficiaries and/or alternate payees, and the AWI Group and the AWI Nonqualified Defined Benefit Plan shall be relieved of all Liabilities for those benefits. AWI shall retain all Liabilities under the AWI Nonqualified Defined Benefit Plan for the benefit of AWI Group Defined Benefit Plan Participants and Former AWI Group Employees and their respective beneficiaries and/or alternate payees. From and after the Effective Time, AFI Group Defined Benefit Plan Participants shall cease to be participants in the AWI Nonqualified Defined Benefit Plan.

(ii) The AFI Nonqualified Defined Benefit Plan shall provide that:

(A) AFI Group Defined Benefit Plan Participants shall (A) be eligible to participate in the AFI Nonqualified Defined Benefit Plan as of the Effective Time to the extent that they were eligible to participate in the AWI Nonqualified Defined Benefit Plan as of immediately prior to the Effective Time, and (B) receive credit for vesting, eligibility and benefit service for all service credited for those purposes under the AWI Nonqualified Defined Benefit Plan as of the Effective Time as if that service had been rendered to AFI;

(B) the compensation paid by the AWI Group to a AFI Group Defined Benefit Plan Participant that is recognized under the AWI Nonqualified Defined Benefit Plan as of immediately prior to the Effective Time shall be credited and recognized for all applicable purposes under the AFI Nonqualified Defined Benefit Plan as though it were compensation from the AFI Group; and

(C) the accrued benefit of each AFI Group Defined Benefit Plan Participant under the AWI Nonqualified Defined Benefit Plan as of the Effective Time shall be payable under the AFI Nonqualified Defined Benefit Plan at the time and in a form that would have been permitted under the AWI Nonqualified Defined Benefit Plan as in effect as of the Effective Time, with employment by the AWI Group before the Effective Time treated as employment by the AFI Group under the AFI Nonqualified Defined Benefit Plan for purposes of determining eligibility for optional forms of benefit, early retirement benefits, or other benefit forms.

Section 6.02 Retained Nonqualified Plans . The Parties acknowledge that AWI will retain the Deferred Compensation Plan for Marketing Representatives of Thomasville Furniture Industries, Inc., the Armstrong Deferred Compensation Plan and the Directors Retirement Income Plan of AWI, Inc. (collectively, the “ Retained Nonqualified Plans ”), and AFI will not assume any liabilities in respect of the Retained Nonqualified Plans.

Section 6.03 Participation; Distributions . The Parties acknowledge that none of the transactions contemplated by this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement will trigger a payment or distribution of compensation under any of the

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AWI Nonqualified Deferred Compensation Plan, AWI Nonqualified Defined Benefit Plan, Retained Nonqualified Plans, AFI Nonqualified Deferred Compensation Plan or AFI Nonqualified Defined Benefit Plan for any participant and, consequently, that the payment or distribution of any compensation to which such participant is entitled under any of the AWI Nonqualified Deferred Compensation Plan, AWI Nonqualified Defined Benefit Plan, Retained Nonqualified Plans, AFI Nonqualified Deferred Compensation Plan or AFI Nonqualified Defined Benefit Plan will occur upon such participant’s separation from service from the AWI Group or AFI Group or at such other time as provided in the applicable plan or participant’s deferral election.

ARTICLE VII

WELFARE BENEFIT PLANS

Section 7.01 Welfare Plans .

(a) Waiver of Conditions; Benefit Maximums . AFI shall use commercially reasonable efforts to cause the AFI Welfare Plans to:

(i) with respect to initial enrollment as of the Effective Time, waive (A) all limitations as to preexisting conditions, exclusions, and service conditions with respect to participation and coverage requirements applicable to any AFI Group Employee or Former AFI Group Employee, other than limitations that were in effect with respect to the AFI Group Employee or Former AFI Group Employee under the applicable AWI Welfare Plan as of immediately prior to the Effective Time, and (B) any waiting period limitation or evidence of insurability requirement applicable to a AFI Group Employee or Former AFI Group Employee other than limitations or requirements that were in effect with respect to such AFI Group Employee or Former AFI Group Employee under the applicable AWI Welfare Plans as of immediately prior to the Effective Time; and

(ii) take into account (A) with respect to aggregate annual, lifetime, or similar maximum benefits available under the AFI Welfare Plans, a AFI Group Employee’s or Former AFI Group Employee’s prior claim experience under the AWI Welfare Plans and any Benefit Plan that provides leave benefits; and (B) any eligible expenses incurred by a AFI Group Employee or Former AFI Group Employee and his or her covered dependents during the portion of the plan year of the applicable AWI Welfare Plan ending as of the Effective Time to be taken into account under such AFI Welfare Plan for purposes of satisfying all deductible, coinsurance, and maximum out-of-pocket requirements applicable to such AFI Group Employee or Former AFI Group Employee and his or her covered dependents for the applicable plan year to the same extent as such expenses were taken into account by AWI for similar purposes prior to the Effective Time as if such amounts had been paid in accordance with such AFI Welfare Plan.

(b) U.S. Health Savings Accounts . Before the Effective Time, AFI shall, or shall cause a member of the AFI Group to, establish a AFI Welfare Plan that will

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provide health savings account benefits to AFI Group Employees on and after the Effective Time (a “ AFI HSA ”). It is the intention of the Parties that all activity under a AFI Group Employee’s health savings account under an AWI Welfare Plan (a “ AWI HSA ”) for the year in which the Effective Time occurs be treated instead as activity under the corresponding account under the AFI HSA, such that (i) any period of participation by a AFI Group Employee in an AWI HSA during the year in which the Effective Time occurs will be deemed a period when such AFI Group Employee participated in the corresponding AFI HSA; (ii) all expenses incurred during such period will be deemed incurred while such AFI Group Employee’s coverage was in effect under the corresponding AFI HSA; and (iii) all elections and reimbursements made with respect to such period under the AWI HSA will be deemed to have been made with respect to the corresponding AFI HSA.

(c) U.S. Flexible Spending Accounts . The Parties shall use commercially reasonable efforts to ensure that as of the Effective Time any health or dependent care flexible spending accounts of AFI Group Employees (whether positive or negative) (the “ Transferred Account Balances ”) under AWI Welfare Plans that are health or dependent care flexible spending account plans are transferred, as soon as practicable after the Effective Time, from the AWI Welfare Plans to the corresponding AFI Welfare Plans. Such AFI Welfare Plans shall assume responsibility as of the Effective Time for all outstanding health or dependent care claims under the corresponding AWI Welfare Plans of each AFI Group Employee for the year in which the Effective Time occurs and shall assume and agree to perform the obligations of the corresponding AWI Welfare Plans from and after the Effective Time. As soon as practicable after the Effective Time, and in any event within 30 days after the amount of the Transferred Account Balances is determined or such later date as mutually agreed upon by the Parties, AFI shall pay AWI the net aggregate amount of the Transferred Account Balances, if such amount is positive, and AWI shall pay AFI the net aggregate amount of the Transferred Account Balances, if such amount is negative.

(d) Allocation of Welfare Assets and Liabilities . Effective as of the Effective Time, the AFI Group shall assume all Liabilities relating to, arising out of or resulting from health and welfare coverage or claims incurred by or on behalf of AFI Group Employees or Former AFI Group Employees or their covered dependents under the AWI Welfare Plans or AFI Welfare Plans before, at, or after the Effective Time. No AWI Welfare Plan shall provide coverage to any AFI Group Employee or Former AFI Group Employee after the Effective Time.

(e) Retiree Medical . Former AFI Group Employees and AFI Group Employees who are eligible for retiree medical and/or retiree life insurance under an AWI Welfare Plan immediately before the Effective Time, shall continue to be eligible for retiree medical and/or retiree life insurance through an AFI Welfare Plan immediately after the Effective Time. Former AWI Group Employees and AWI Group Employees who are eligible for retiree medical and/or retiree life insurance under an AWI Welfare Plan immediately before the Effective Time, shall continue to be eligible for retiree medical and/or retiree life insurance through an AWI Welfare Plan immediately after the Effective Time.

Section 7.02 U.S. COBRA and HIPAA . The AWI Group shall continue to be responsible for complying with, and providing coverage pursuant to, the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the

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corresponding provisions of the AWI Welfare Plans with respect to any AWI Group Employees and any Former AWI Group Employees (and their covered dependents) who incur a qualifying event under COBRA before, as of, or after the Effective Time. Effective as of the Effective Time, the AFI Group shall assume responsibility for complying with, and providing coverage pursuant to, the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of the AFI Welfare Plans with respect to any AFI Group Employees or Former AFI Group Employees (and their covered dependents) who incur a qualifying event or loss of coverage under the AWI Welfare Plans and/or the AFI Welfare Plans before, as of, or after the Effective Time. The Parties agree that the consummation of the transactions contemplated by the Separation and Distribution Agreement shall not constitute a COBRA qualifying event for any purpose of COBRA.

Section 7.03 Vacation, Holidays and Leaves of Absence . Effective as of the Effective Time, the AFI Group shall assume all Liabilities of the AWI Group with respect to vacation, holiday, annual leave or other leave of absence, and required payments related thereto, for each AFI Group Employee. The AWI Group shall retain all Liabilities with respect to vacation, holiday, annual leave or other leave of absence, and required payments related thereto, for each AWI Group Employee.

Section 7.04 U.S. Severance Plan . Before the Effective Time, AFI shall, or shall cause another member of the AFI Group to, establish the AFI Severance Pay Plan, which, for one year immediately following the Effective Time, shall have substantially the same terms as of immediately prior to the Effective Time as the AWI Severance Pay Plan. Notwithstanding the foregoing, during such period, AFI may make such changes, modifications or amendments to the AFI Severance Pay Plan as may be required by applicable Law or as are necessary and appropriate to reflect the Separation, it being understood that any such changes, modifications or amendments shall not result in benefits that are less favorable than those provided under the AWI Severance Pay Plan to the AFI Group Employees who were participants in the AWI Severance Pay Plan immediately prior to the Effective Time. During the one year immediately following the Effective Time, the AFI Group Employees who participated in the AWI Severance Pay Plan immediately prior to the Effective Time shall be eligible to participate in the AFI Severance Pay Plan as of the Effective Time at the same level and to the same extent as they had participated in the AWI Severance Pay Plan as of immediately prior to the Effective Time.

Section 7.05 Severance and Unemployment Compensation . Without limiting the generality of Section 7.04 , effective as of the Effective Time, the AFI Group shall assume any and all Liabilities to, or relating to, AFI Group Employees and Former AFI Group Employees in respect of severance and unemployment compensation, regardless of whether the event giving rise to the Liability occurred before, at or after the Effective Time. The AWI Group shall be responsible for any and all Liabilities to, or relating to, AWI Group Employees and Former AWI Group Employees in respect of severance and unemployment compensation, regardless of whether the event giving rise to the Liability occurred before, at or after the Effective Time.

Section 7.06 Workers’ Compensation . With respect to claims for workers’ compensation, (a) the AFI Group shall be responsible for claims in respect of AFI Group Employees and Former AFI Group Employees, whether occurring before, at or after the Effective Time, and (b) the AWI Group shall be responsible for all claims in respect of AWI

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Group Employees and Former AWI Group Employees, whether occurring before, at or after the Effective Time. The treatment of workers’ compensation claims by AFI with respect to AWI insurance policies shall be governed by Section 5.1 of the Separation and Distribution Agreement.

Section 7.07 Insurance Contracts . To the extent that any AWI Welfare Plan is funded through the purchase of an insurance contract or is subject to any stop loss contract, the Parties will cooperate and use their commercially reasonable efforts to replicate such insurance contracts for AFI (except to the extent that changes are required under applicable state insurance Laws or filings by the respective insurers) and to maintain any pricing discounts or other preferential terms for both AWI and AFI for a reasonable term. Neither Party shall be liable for failure to obtain such insurance contracts, pricing discounts, or other preferential terms for the other Party. Each Party shall be responsible for any additional premiums, charges, or administrative fees that such Party may incur pursuant to this Section 7.07 .

Section 7.08 Third-Party Vendors . To the extent that any AWI Welfare Plan is administered by a third-party vendor, the Parties will cooperate and use their commercially reasonable efforts to replicate any contract with such third-party vendor for AFI and to maintain any pricing discounts or other preferential terms for both AWI and AFI for a reasonable term. Neither Party shall be liable for failure to obtain such pricing discounts or other preferential terms for the other Party. Each Party shall be responsible for any additional premiums, charges, or administrative fees that such Party may incur pursuant to this Section 7.08 .

Section 7.09 AFI Retained Welfare Plans . As of the Effective Time, the AFI Group shall retain sponsorship of the Welfare Plans listed on Schedule 7.09 (the “ AFI Retained Welfare Plans ”), and, from and after the Effective Time, all Liabilities thereunder shall be Liabilities of the AFI Group.

ARTICLE VIII

NON-U.S. EMPLOYEES

Notwithstanding anything in this Agreement to the contrary, all actions taken with respect to non-U.S. Employees or U.S. Employees working in non-U.S. jurisdictions shall be subject to and accomplished in accordance with applicable Law in the custom of the applicable jurisdictions.

ARTICLE IX

MISCELLANEOUS

Section 9.01 Employee Records .

(a) Sharing of Information. Subject to any limitations imposed by applicable Law, AWI and AFI (acting directly or through members of the AWI Group or the AFI Group, respectively) shall provide to the other and their respective authorized agents and vendors all information necessary for the Parties to perform their respective duties under this Agreement.

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(b) Transfer of Personnel Records and Authorization . Subject to any limitation imposed by applicable Law and to the extent that it has not done so before the Effective Time, AWI shall transfer to AFI any and all employment records (including any Form I-9, Form W-2 or other IRS forms) with respect to AFI Group Employees and Former AFI Group Employees and other records reasonably required by AFI to enable AFI properly to carry out its obligations under this Agreement. Such transfer of records generally shall occur as soon as administratively practicable at or after the Effective Time. Each Party will permit the other Party reasonable access to Employee records, to the extent reasonably necessary for such accessing Party to carry out its obligations hereunder.

(c) Access to Records. To the extent not inconsistent with this Agreement, the Separation and Distribution Agreement or any applicable privacy protection Laws or regulations, reasonable access to Employee-related records after the Effective Time will be provided to members of the AWI Group and members of the AFI Group pursuant to the terms and conditions of Article VI of the Separation and Distribution Agreement.

(d) Maintenance of Records. With respect to retaining, destroying, transferring, sharing, copying and permitting access to all Employee-related information, AWI and AFI shall comply with all applicable Laws, regulations and internal policies, and shall indemnify and hold harmless each other from and against any and all Liability, claims, actions, and damages that arise from a failure (by the indemnifying Party or its Subsidiaries or their respective agents) to so comply with all applicable Laws, regulations and internal policies applicable to such information.

(e) Cooperation. Each Party shall use commercially reasonable efforts to cooperate and work together to unify, consolidate and share (to the extent permissible under applicable privacy/data protection laws) all relevant documents, resolutions, government filings, data, payroll, employment and benefit plan information on regular timetables and cooperate as needed with respect to (i) any litigation with respect to any employee benefit plan, policy or arrangement contemplated by this Agreement, (ii) efforts to seek a determination letter, private letter ruling or advisory opinion from the IRS or U.S. Department of Labor on behalf of any employee benefit plan, policy or arrangement contemplated by this Agreement, and (iii) any filings that are required to be made or supplemented to the IRS, U.S. Pension Benefit Guaranty Corporation, U.S. Department of Labor or any other Governmental Authority; provided , however , that requests for cooperation must be reasonable and not interfere with daily business operations.

(f) Confidentiality. Notwithstanding anything in this Agreement to the contrary, all confidential records and data relating to Employees to be shared or transferred pursuant to this Agreement shall be subject to Section 6.9 of the Separation and Distribution Agreement and the requirements of applicable Law.

Section 9.02 Preservation of Rights to Amend . The rights of each member of the AWI Group and each member of the AFI Group to amend, waive, or terminate any plan, arrangement, agreement, program, or policy referred to herein shall not be limited in any way by this Agreement.

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Section 9.03 Fiduciary Matters . AWI and AFI each acknowledges that actions required to be taken pursuant to this Agreement may be subject to fiduciary duties or standards of conduct under ERISA or other applicable Law, and no Party shall be deemed to be in violation of this Agreement if it fails to comply with any provisions hereof based upon its good-faith determination (as supported by advice from counsel experienced in such matters) that to do so would violate such a fiduciary duty or standard. Each Party shall be responsible for taking such actions as are deemed necessary and appropriate to comply with its own fiduciary responsibilities and shall fully release and indemnify the other Party for any Liabilities caused by the failure to satisfy any such responsibility.

Section 9.04 Further Assurances . Each Party hereto shall take, or cause to be taken, any and all reasonable actions, including the execution, acknowledgment, filing and delivery of any and all documents and instruments that any other Party hereto may reasonably request in order to effect the intent and purpose of this Agreement and the transactions contemplated hereby.

Section 9.05 Counterparts; Entire Agreement; Corporate Power .

(a) This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party.

(b) This Agreement and the Exhibits, Schedules and appendices hereto contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties other than those set forth or referred to herein or therein.

(c) AWI represents on behalf of itself and, to the extent applicable, each of its Subsidiaries, and AFI represents on behalf of itself and, to the extent applicable, each of its Subsidiaries, as follows:

(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; and

(ii) this Agreement has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance with the terms hereof.

(d) Each Party acknowledges that it and each other Party is executing this Agreement by facsimile, stamp or mechanical signature, and that delivery of an executed counterpart of a signature page to this Agreement (whether executed by manual, stamp or mechanical signature) by facsimile or by email in portable document format (PDF) shall be effective as delivery of such executed counterpart of this Agreement. Each Party expressly adopts and confirms each such facsimile, stamp or mechanical signature (regardless of whether delivered in person, by mail, by courier, by facsimile or by email in portable document format

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(PDF)) made in its respective name as if it were a manual signature delivered in person, agrees that it will not assert that any such signature or delivery is not adequate to bind such Party to the same extent as if it were signed manually and delivered in person and agrees that, at the reasonable request of the other Party at any time, it will as promptly as reasonably practicable cause this Agreement to be manually executed (any such execution to be as of the date of the initial date thereof) and delivered in person, by mail or by courier.

Section 9.06 Governing Law . This Agreement (and any claims or disputes arising out of or related hereto or to the transactions contemplated hereby or to the inducement of any Party to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware, irrespective of the choice of Laws principles of the State of Delaware, including all matters of validity, construction, effect, enforceability, performance and remedies.

Section 9.07 Assignability . The assignability provisions set forth in Section 10.3 of the Separation and Distribution Agreement shall apply to this Agreement.

Section 9.08 Third-Party Beneficiaries . The provisions of this Agreement are solely for the benefit of the Parties and are not intended to confer upon any other Person except the Parties any rights or remedies hereunder. There are no other third-party beneficiaries of this Agreement and this Agreement shall not provide any third party with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement. Nothing in this Agreement is intended to amend any employee benefit plan or affect AWI’s, AFI’s or the applicable plan sponsor’s right to amend or terminate any employee benefit plan pursuant to the terms of such plan. The provisions of this Agreement are solely for the benefit of the Parties, and no current or former Employee, officer, director, or independent contractor or any other individual associated therewith shall be regarded for any purpose as a third-party beneficiary of this Agreement.

Section 9.09 Notices . All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by electronic mail (for which a confirmation email is obtained), or sent by overnight courier (providing proof of delivery) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 9.09 ):

If to AWI (prior to the Distribution Effective Time), to:

Armstrong World Industries, Inc.

P.O. Box 3001

Lancaster PA 17604

Email: MAHershey@armstrongceilings.com

Attention: General Counsel

and

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036

Email: Peter.Atkins@skadden.com

   Eric.Cochran@skadden.com

Attention: Peter A. Atkins

         Eric L. Cochran

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Any Party may, by notice to the other Party, change the address to which such notices are to be given.

Section 9.10 Severability . If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of any such

31

provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

Section 9.11 Force Majeure . The Force Majeure provision set forth in Section 10.7 of the Separation and Distribution Agreement shall apply to this Agreement.

Section 9.12 Headings . The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 9.13 Survival of Covenants . Except as expressly set forth in this Agreement, the covenants, representations and warranties and other agreements contained in this Agreement, and Liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution and shall remain in full force and effect thereafter.

Section 9.14 Waivers of Default . Waiver by any Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the waiving Party. No failure or delay by any Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 9.15 Dispute Resolution . The dispute resolution procedures set forth in Article VII of the Separation and Distribution Agreement shall apply to any dispute, controversy or claim arising out of or relating to this Agreement.

Section 9.16 Specific Performance . Subject to Article VII of the Separation and Distribution Agreement, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Party or Parties who are, or are to be, thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief (on an interim or permanent basis) in respect of its rights or their rights under this Agreement, in addition to any and all other rights and remedies at Law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages, may be inadequate compensation for any loss and that any defense in any Action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are hereby waived by each of the Parties.

Section 9.17 Amendments . No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it is sought to enforce such waiver, amendment, supplement or modification.

Section 9.18 Interpretation . In this Agreement, (a) words in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include

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the other genders as the context requires; (b) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules, Annexes and Exhibits hereto and thereto) and not to any particular provision of this Agreement; (c) Article, Section, Exhibit, Annex and Schedule references are to the Articles, Sections, Exhibits, Annexes and Schedules to this Agreement unless otherwise specified; (d) unless otherwise stated, all references to any agreement shall be deemed to include the exhibits, schedules and annexes to such agreement; (e) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless otherwise specified; (f) the word “or” shall not be exclusive; (g) unless otherwise specified in a particular case, the word “days” refers to calendar days; (h) references to “business day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions are generally authorized or required by law to close in the United States or Lancaster, Pennsylvania; (i) references herein to this Agreement or any other agreement contemplated herein shall be deemed to refer to this Agreement or such other agreement as of the date on which it is executed and as it may be amended, modified or supplemented thereafter, unless otherwise specified; and (j) unless expressly stated to the contrary in this Agreement, all references to “the date hereof,” “the date of this Agreement,” “hereby” and “hereupon” and words of similar import shall all be references to APRIL 1, 2016.

Section 9.19 Limitations of Liability . Notwithstanding anything in this Agreement to the contrary, neither AFI or any member of the AFI Group, on the one hand, nor AWI or any member of the AWI Group, on the other hand, shall be liable under this Agreement to the other for any indirect, punitive, exemplary, remote, speculative or similar damages in excess of compensatory damages of the other arising in connection with the transactions contemplated hereby (other than any such Liability with respect to a Third-Party Claim).

Section 9.20 Mutual Drafting . This Agreement shall be deemed to be the joint work product of the Parties and any rule of construction that a document shall be interpreted or construed against a drafter of such document shall not be applicable to this Agreement.

[ Remainder of page intentionally left blank ]

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IN WITNESS WHEREOF, the Parties have caused this Employee Matters Agreement to be executed by their duly authorized representatives.

[Signature Page to Employee Matters Agreeme nt ]

Exhibit 10.4

TRADEMARK LICENSE AGREEMENT

BY AND BETWEEN

ARMSTRONG WORLD INDUSTRIES, INC.,

AWI LICENSING LLC

AND

ARMSTRONG FLOORING, INC.

DATED AS OF APRIL 1, 2016

TRADEMARK LICENSE AGREEMENT

This TRADEMARK LICENSE AGREEMENT (this “ Agreement ”), is dated as of April 1, 2016 (the “ Effective Date ”), by and between Armstrong World Industries, Inc., a Pennsylvania corporation (“ AWI ”), and AWI Licensing LLC, a Delaware limited liability company (“ AWI LC ”) (AWI and AWI LC collectively, “ Licensor ”), and Armstrong Flooring, Inc., a Delaware corporation (“ AFI ” or “ Licensee ”) (each a “ Party ” and together, the “ Parties ”).

R E C I T A L S

WHEREAS, the board of directors of AWI (the “ AWI Board ”) has determined that it is in the best interests of AWI to separate AWI’s flooring business from its ceilings (building products) business, creating two independent industry-leading publicly traded companies;

WHEREAS, in furtherance of the foregoing, the Parties have entered into a Separation and Distribution Agreement, dated as of March 11, 2016 (as amended, modified or supplemented from time to time in accordance with its terms, the “ Separation Agreement ”), pursuant to which certain entities and assets constituting the AFI Business have been transferred to Licensee;

WHEREAS, Licensor is the owner of all right, title and interest in and to the Marks (as defined below);

WHEREAS, the Separation Agreement provides for the execution and delivery of this Agreement by the Licensor and the Licensee at the Closing (as defined in the Separation Agreement); and

WHEREAS, subject to the terms and conditions hereinafter set forth, the Licensor wishes to grant to the Licensee, and the Licensee desires to obtain, a license to use the Marks in accordance with the terms, and subject to the conditions, set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

For the purpose of this Agreement, the following terms shall have the following meanings:

“ Action ” shall mean any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal.

“ Affiliates ” shall mean, when used with respect to a specified Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, “control” (including with correlative meanings, “controlled by” and “under common control with”), when used with respect to any specified Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities or other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise. It is expressly agreed that, for purposes of this Agreement, (a) no member of the AFI Group shall be deemed to be an Affiliate of any member of the AWI Group and (b) no member of the AWI Group shall be deemed to be an Affiliate of any member of the AFI Group.

“ AFI ” shall have the meaning set forth in the Preamble.

“ AFI Business ” shall mean (a) the business, operations and activities of the Resilient Flooring and the Wood Flooring segments of AWI conducted at any time prior to the Division Effective Time by either Party or any of their current or former Subsidiaries and (b) except for the Retained Legacy Matters (as defined in the Separation Agreement) (which are expressly excluded from the AFI Business), any terminated, divested or discontinued businesses, operations and activities that, at the time of termination, divestiture or discontinuation, primarily related to (i) the business, operations or activities described in clause (a) as then conducted, or (ii) any other business operations or activities previously conducted as part of the flooring business of AWI and its Subsidiaries, including those set forth on Schedule 1.2 of the Separation Agreement.

“ AFI Group ” shall mean (a) prior to the Division Effective Time, AFI and each Person that will be a Subsidiary of AFI as of immediately after the Division Effective Time, including the Transferred Entities (as defined in the Separation Agreement), even if, prior to the Division Effective Time, such Person is not a Subsidiary of AFI; and (b) on and after the Division Effective Time, AFI and each Person that is a Subsidiary of AFI.

“ AFI Indemnitees ” shall have the meaning set forth in Section 7.2 .

“ Agreement ” shall have the meaning set forth in the Preamble.

“ AWI ” shall have the meaning set forth in the Preamble.

“ AWI Board ” shall have the meaning set forth in the Recitals.

“ AWI Business ” shall mean all businesses, operations and activities (whether or not such businesses, operations or activities are or have been terminated, divested or discontinued) conducted at any time prior to the Division Effective Time by either Party or any member of its Group, other than the AFI Business.

“ AWI Group ” shall mean AWI and each Person that is a Subsidiary of AWI.

“ AWI Indemnitees ” shall have the meaning set forth in Section 7.1 .

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“ AWI LC ” shall have the meaning set forth in the Preamble.

“ Brand Manual ” shall mean Licensor’s brand presentation guidelines prescribing the permitted form and manner in which the Mark may be used, a copy of which is attached to this Agreement as Schedule F , including any amendments or additions thereto notified in writing by Licensor to Licensee from time to time.

“ Complaint ” shall mean any warranty claim or Action submitted by a customer or Governmental Authority concerning the performance, design or installation of Licensor Products and Services (with respect to Licensor) or Licensee Products and Services (with respect to Licensee) under the Marks, provided such claim is either substantiated or allowed by the Licensor and its Affiliates or Licensee and its Affiliates, as applicable, as evidenced by payment, refund, credit or exchange.

“ Complaint Threshold ” shall mean the percentage of dollars paid by Licensee and its Affiliates or Licensor and its Affiliates, respectively for Complaints per gross sales by Licensee and its Affiliates or Licensor and its Affiliates, respectively as follows: 3.6% for Licensee Products and Services globally under the Marks (with respect to Licensee), or 3.6% for Licensor Products and Services globally under the Marks (with respect to Licensor). The foregoing total sales figure in the Complaint Threshold shall be adjusted following the Effective Date to account for applicable changes in the Consumer Price Index. In addition, if the nature and method of Complaint reporting materially changes following the Effective Date due to material changes in applicable Law or technology, then the foregoing Complaint Threshold shall be equitably adjusted to account for and proportionately reflect such change.

“ Dispute ” shall have the meaning set forth in Section 10.3(a) .

“ Division Effective Time ” shall have the meaning set forth in the Separation Agreement.

“ Effective Date ” shall have the meaning set forth in the Preamble.

“ Electronic Addresses ” shall mean Internet domain names, social media addresses and other similar or successor electronic addresses.

“ Field of Use ” shall mean, with respect to Licensor, the Licensor Products and Services, and, with respect to Licensee, the Licensee Products and Services.

“ Governmental Authority ” shall mean any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, government and any executive official thereof.

“ Group ” shall mean either the AFI Group or the AWI Group, as the context requires.

“ Indemnifying Party ” shall have the meaning set forth in Section 7.3(a) .

“ Indemnitee ” shall have the meaning set forth in Section 7.3(a) .

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“ Indemnity Payment ” shall have the meaning set forth in Section 7.3(a) .

“ Infringements ” shall have the meaning set forth in Section 5.3(a) .

“ Initial Notice ” shall have the meaning set forth in Section 10.3(a) .

“ Insurance Proceeds ” shall have the meaning set forth in the Separation Agreement.

“ Law ” shall mean any national, supranational, federal, state, provincial, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty (including any income tax treaty), license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other requirement, in each case, enacted, promulgated, issued or entered by a Governmental Authority.

“ Liabilities ” shall mean all debts, guarantees, assurances, commitments, liabilities, responsibilities, Losses, remediation, deficiencies, damages, fines, penalties, settlements, sanctions, costs, expenses, interest and obligations of any nature or kind, whether accrued or fixed, absolute or contingent, matured or unmatured, accrued or not accrued, asserted or unasserted, liquidated or unliquidated, foreseen or unforeseen, known or unknown, reserved or unreserved, or determined or determinable, including those arising under any Law, claim (including any Third-Party Claim), demand, Action, or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority or arbitration tribunal, and those arising under any contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment or undertaking, or any fines, damages or equitable relief that is imposed, in each case, including all costs and expenses relating thereto.

“ License ” shall mean the rights and licenses with respect to the Marks granted pursuant and subject to Section 2.1 of this Agreement.

“ Licensee ” shall have the meaning set forth in the Preamble.

“ Licensee Combination Marks ” shall have the meaning set forth in Section 4.2(b) .

“ Licensee Competitors ” shall mean (i) those Persons or competitor brands set forth in Schedule E hereto and any successors thereto, and (ii) any Person that, following the Effective Date, becomes a direct competitor of Licensee with respect to Licensee Products and Services (excluding Licensor Walls) to an equivalent or greater extent than any of those Persons identified in Schedule E as of the Effective Date.

“ Licensee Designators ” shall have the meaning set forth in Section 4.2(b) .

“ Licensee Products and Services ” shall mean those products and services set forth in Schedule B and, subject to Section 4.3 , Walls.

“ Licensee Trademark ” shall mean a trademark or service mark owned by Licensee or its Affiliates that does not include a generic word or words that denotes Licensor Products and Services.

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“ Licensee Walls ” shall mean the following Walls: (i) LVT (<250mils), (ii) VCT (<250mils), and (iii) Sheet (<250mils).

“ Licensor ” shall have the meaning set forth in the Preamble.

“ Licensor Combination Marks ” shall have the meaning set forth in Section 4.2(c) .

“ Licensor Competitors ” shall mean those (i) Persons or competitor brands set forth in Schedule D hereto and any successors thereto, and (ii) any Person that, following the Effective Date, becomes a direct competitor of Licensor with respect to Licensor Products and Services (excluding Licensee Walls) to an equivalent or greater extent than any of those Persons identified in Schedule D as of the Effective Date.

“ Licensor Designators ” shall have the meaning set forth in Section 4.2(c) .

“ Licensor Products and Services ” shall mean those products and services set forth in Schedule C and, subject to Section 4.3 , Walls.

“ Licensor Trademark ” means a trademark or service mark owned by Licensor or its Affiliates (other than the Marks) that does not include a generic word or words that denotes Licensee Products and Services (except Walls).

“ Licensor Walls ” shall mean all Walls other than Licensee Walls.

“ Losses ” shall mean actual losses, costs, damages, penalties and expenses (including legal and accounting fees and expenses and costs of investigation and litigation), whether or not involving a Third-Party Claim.

“ Marks ” shall mean the trademarks and service marks set forth on Schedule A hereto.

“ Off-Specification Goods ” shall mean products manufactured outside the acceptable specification range such that they have no consumer or commercial value for their intended use.

“ Party ” or “ Parties ” shall have the meaning set forth in the Preamble.

“ Person ” shall mean an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association, or other entity.

“ Representatives ” shall mean, with respect to any Person, any of such Person’s directors, officers, employees, agents, consultants, advisors, accountants, attorneys or other representatives.

“ Separation Agreement ” shall have the meaning set forth in the Recitals.

“ Subsidiary ” shall mean, with respect to any Person, any corporation, general or limited partnership, trust, joint venture, unincorporated organization, limited liability company or other entity of which such Person (a) beneficially owns, either directly or indirectly, more than fifty percent (50%) of (i) the total combined voting power of all classes of voting securities, (ii) the

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total combined equity interests or (iii) in the case of a partnership, is a general partner, or (b) otherwise has the power to vote, either directly or indirectly, sufficient securities to elect a majority of the board of directors or similar governing body.

“ Tax Matters Agreement ” shall have the meaning set forth in the Separation Agreement.

“ Term ” shall have the meaning set forth in Section 8.1(a) .

“ Territory ” shall mean worldwide.

“ Third Party ” shall mean any Person other than the Parties or any members of their respective Groups.

“ Third-Party Claim ” shall have the meaning set forth in Section 7.4(a) .

“ Walls ” means walls, wainscoting, room dividers, backsplashes, wall planks, wall tiles, and products, accessories and services relating thereto.

ARTICLE II

LICENSE GRANT

Section 2.1 Grant of License . Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee an exclusive (except with respect to Walls, which license shall be nonexclusive), royalty-free, non-transferrable (subject to Section 10.4 ) license to use the Marks throughout the Territory, which license shall include the right to use the Marks in corporate names and trade names and Electronic Addresses, in each case solely in connection with its business of manufacturing, distributing, marketing and selling the Licensee Products and Services.

Section 2.2 Sublicensing . Licensee shall have the right to grant to any Person a sublicense of any of its rights granted under the License, provided that: (a) such sublicensee uses the Marks in support of the businesses of the AFI Group (and not for the independent use by a Third Party); (b) the terms of any sublicense are in writing and consistent with this Agreement; and (c) Licensee shall ensure that each sublicensee complies with the terms and conditions of this Agreement applicable to Licensee.

Section 2.3 Limitations and Reservations . Licensor shall not use the Marks to designate products or services other than the Licensor Products and Services, and Licensee shall not use the Marks to designate products or services other than the Licensee Products and Services. Notwithstanding anything to the contrary herein, the License is subject to any rights of or obligations owed to any Third Party under any agreement existing as of the Effective Date between Licensor or its Affiliates and any such Third Party. Except as expressly provided herein, Licensor reserves all rights with respect to the Marks, including with respect to the use, registration and licensing thereof.

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ARTICLE III

QUALITY STANDARDS

Section 3.1 Quality Control and Standards .

(a) Licensee shall use the Marks and offer Licensee Products and Services under the Marks at a level of quality which generally equals or exceeds the levels of quality associated with the AFI Business. Without limitation to the foregoing, Licensee shall ensure that (i) factories and facilities of Licensee and its Affiliates offering, using or creating Licensee Products and Services under the Marks are operated in a manner consistent with good industry practices; (ii) the Complaints related to Licensee Products and Services shall not exceed the Complaint Threshold for more than four (4) consecutive quarters; and (iii) Licensee Products and Services under the Marks do not include Off-Specification Goods ( provided that Off-Specification Goods may be sold for recycling purposes only).

(b) Licensor shall use the Marks and offer Licensor Products and Services under the Marks at a level of quality which generally equals or exceeds the levels of quality associated with the AWI Business. Without limitation to the foregoing, Licensor shall ensure that (i) factories and facilities of Licensor and its Affiliates offering, using or creating Licensor Products and Services under the Marks in a manner consistent with best practices; (ii) Complaints related to Licensor Products and Services shall not exceed the Complaint Threshold for more than four (4) consecutive quarters; and (iii) Licensor Products and Services under the Marks do not include Off-Specification Goods ( provided that Off-Specification Goods may be sold for recycling purposes only).

(c) Each Party shall, within thirty (30) days of the end of each calendar quarter, report its Complaint Threshold to the other Party, and provide further information reasonably requested by the other Party in connection therewith.

(d) Each Party shall use the Marks in a manner that would not reasonably be expected to disparage or reflect negatively on the goodwill or reputation of the Marks, including by refraining from the use of inappropriate packaging, images and materials used in connection with the Marks. Each Party shall use the Marks and operate its business under the Marks in compliance with applicable Law.

(e) In the event of any event or circumstance that arises in connection with any act or omission of the AWI Group which results or would be reasonably expected to result in material negative publicity for any member of the AFI Group, the AWI Group or the Marks, or materially tarnishes or would reasonably be expected to materially tarnish the reputation of the AFI Group, the AWI Group or the Marks, the Parties will reasonably cooperate with each other to promptly implement a communications plan and effort intended to address and remedy such negative impact, in a form reasonably approved in writing by AFI, with all costs and expenses relating to such plan and effort to be borne by the AWI Group. In the event of any event or circumstance that arises in connection with any act or omission of the AFI Group which results or would be reasonably expected to result in material negative publicity for any member of the AFI Group, the AWI Group or the Marks, or materially tarnishes or would reasonably be

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expected to materially tarnish the reputation of the AFI Group, the AWI Group or the Marks, the Parties will reasonably cooperate with each other to promptly implement a communications plan and effort intended to address and remedy such negative impact, in a form reasonably approved in writing by AWI, with all costs and expenses relating to such plan and effort to be borne by the AFI Group.

ARTICLE IV

USE OF THE MARKS

Section 4.1 Use of Marks .

(a) The Licensee shall use the Marks in accordance with sound trademark usage principles and in accordance with all Laws relating to the maintenance of the validity and enforceability of the Marks; and shall not take action which is intended, or would reasonably be expected, to harm the reputation of the Marks or the reputation of the Licensor under the Marks.

(b) The Licensor shall use the Marks in accordance with sound trademark usage principles and in accordance with all Laws relating to the maintenance of the validity and enforceability of the Marks; and shall not take action which is intended, or would reasonably be expected, to harm the reputation of the Marks or the reputation of the Licensee under the Marks.

Section 4.2 Presentation of Marks .

(a) Licensee and Licensor shall use the Marks in a manner consistent with the Brand Manual; provided that (i) Licensee may vary its presentation of the Marks from the Brand Manual with the prior written consent of Licensor, such consent not to be unreasonably withheld or delayed, and (ii) if Licensor changes the stylized format of the Marks as presented in the Brand Manual then Licensee shall have the right upon written notice to Licensor to continue to use the stylized format of the Marks used by Licensee hereunder prior to such change.

(b) Licensee shall always use ARMSTRONG followed by (i) “FLOORS,” “FLOORING”, “FLOORING SYSTEMS”, “FLOORING SOLUTIONS,” “FLOOR PRODUCTS”, “FLOORING PRODUCTS”, “RESIDENTIAL FLOORING”, “COMMERCIAL FLOORING”, “FLOORING SERVICES”, or “FLOOR FASHION CENTER” or (ii) a generic word or words that denotes Licensee Products and Services that are not included in Licensor Products and Services (each of the foregoing permitted words or terms, “ Licensee Designators ”, with such Licensee Designator presented in a manner consistent with the Brand Manual, “ Licensee Combination Marks ”). Notwithstanding the foregoing, Licensee may use ARMSTRONG (i) alone if stamped or embedded directly in products included within Licensee Products and Services so long as the Licensee Combination Mark is readily observable on the packaging thereto, (ii) alone or in combination with Licensee Trademarks in textual sentences (with the Mark not presented in logo or stylized format or more prominently than the Licensee Combination Mark) as a short-hand reference to the Licensee Combination Mark so long as the Licensee Combination Mark is readily observable, (iii) alone in corporate signage located at buildings owned or occupied by Licensee or its Affiliates (subject to Section 4.4 ), and (iv) as may be agreed in writing by the Parties from time to time to the extent reasonably necessary to maintain applications and registrations for the Mark alone or in logo or stylized format, with such agreed-to use to be only periodically and in a non-prominent matter.

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(c) Licensor shall always use ARMSTRONG followed by (i) “WORLD INDUSTRIES”, “WORLD”, “BUILDING PRODUCTS”, “CEILINGS”, “CEILING SYSTEMS”, “CEILING INSTALLATION SYSTEMS”, “CEILING SOLUTIONS”, “CEILINGS & WALLS” , “CEILINGS & WALL SYSTEMS”, “CEILING & WALL SOLUTIONS”, “WALLS”, “WALL SOLUTIONS”, or “WALLS SYSTEMS” or (ii) a generic word or words that denotes Licensor Products and Services that are not included in Licensee Products and Services (each of the foregoing permitted words or terms, “ Licensor Designators ”, with such Licensor Designator presented in a manner consistent with the Brand Manual, “ Licensor Combination Marks ”). Notwithstanding the foregoing, Licensor may use the Marks (i) alone if stamped or embedded directly in products included within Licensee Products and Services, (ii) alone or in combination with Licensor Trademarks in textual sentences (with the Mark not presented in logo or stylized format or more prominently than the Licensor Combination Mark) as a short-hand reference to the Licensor Combination Mark so long as the Licensor Combination Mark is readily observable, (iii) alone in corporate signage located at buildings owned or occupied by Licensor or its Affiliates (subject to Section 4.4 ), and (iv) as may be agreed in writing by the Parties from time to time to the extent reasonably necessary to maintain applications and registrations for the Mark alone or in logo or stylized format, with such agreed-to use to be only periodically and in a non-prominent matter.

(d) Licensee shall ensure that any Electronic Addresses that include the Mark and are used by or on behalf of Licensee contain a Licensee Designator (and Licensee shall maintain such Electronic Addresses and associated sites at Licensee’s cost), and Licensor shall ensure that any Electronic Addresses that include the Mark and are used by or on behalf of Licensor contain a Licensor Designator (and Licensor shall maintain such Electronic Addresses and associated sites at Licensor’s cost).

(e) The homepage of www.armstrong.com shall serve as a landing page to redirect Persons to Licensor and Licensee sites, as reasonably agreed to by the Parties and in a form and manner that is intended to provide equivalent placement for and access to Licensor and Licensee (and such domain name and associated site shall be maintained at Licensor’s and Licensee’s cost, with such cost to be shared equally between the Parties). In addition, certain other domain names shall be handled by the Parties as set forth in Schedule G .

(f) Except as permitted in the Brand Manual or by Section 4.2(g) or Section 4.2(h) , Licensee and Licensor shall not combine the Marks with another name or mark other than a Licensee Designator (with respect to Licensee) or a Licensor Designator (with respect to Licensor).

(g) Subject to the other provisions of this Agreement, (i) Licensee shall have the right to include a Licensee Trademark as separate word(s) prior to or after a Licensee Combination Mark (i.e., “[Licensee Combination Mark] [Licensee Trademark] [applicable product or service within Licensee Products and Services]” or “[Licensee Trademark] [applicable product or service within Licensee Products and Services] by [Licensee Combination Mark]”), and (ii) Licensor shall have the right to include a Licensor Trademark as separate

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word(s) prior to or after a Licensor Combination Mark (i.e., “[Licensor Combination Mark] [Licensor Trademark] [applicable product or service within Licensor Products and Services]” or “[Licensor Trademark] [applicable product or service within Licensor Products and Services] by [Licensor Combination Mark]”). Licensee and Licensor shall also have the right to include corporate entity designators (e.g., “Inc.”, “Company”, “LLC”, or the like) at the end of a Licensee Combination Mark or Licensor Combination Mark, respectively, for purposes of identifying the applicable entity.

(h) Licensee shall have the right to use marks owned by and licensed from Third Parties in close association with the Licensee Combination Marks, provided that such other marks (i) do not include words that denote Licensor Products and Services, and (ii) are not owned by or principally associated by the public with a Licensor Competitor. Licensor shall have the right to use marks owned by and licensed from Third Parties in close association with the Licensor Combination Marks, provided that such other marks (i) do not include words that denote Licensee Products and Services (except Walls), and (ii) are not owned by or principally associated by the public with a Licensee Competitor. The foregoing restrictions in this Section 4.2(h) shall not prevent a Party from (i) conducting business with a Licensor Competitor (in the case of Licensee) or a Licensee Competitor (in the case of Licensor), or (ii) participating in industry sponsorships, including trade shows, outings, and speaking engagements, that might result in the use of Licensor Combination Marks or Licensee Combination Marks with Third Party marks of a Licensee Competitor or Licensor Competitor.

Section 4.3 Walls . Licensee may not use the Marks in connection with Licensor Walls, provided that the foregoing shall not apply to (i) non-prominent references by Licensee to its corporate name, trade name or Electronic Addresses (with the Mark not presented in logo or stylized format), or (ii) uses of the Marks in connection with Licensor Walls if such uses are in a manner not intended to and that do not directly associate the Marks with Licensor Walls (for example, the following would be permitted: “[Brand]™ Walls” to designate Licensor Walls on one page of a brochure where (x) on the header or footer of such page a Licensee Combination Mark identifies the corporate or trade name of Licensee in a non-prominent manner and/or (y) on a separate page of such brochure the Mark is used in connection with Licensee Products and Services). Licensor may not use the Marks in connection with Licensee Walls, provided that the foregoing shall not apply to (i) non-prominent references by Licensor to its corporate name, trade name or Electronic Addresses (with the Mark not presented in logo or stylized format), or (ii) uses of the Marks in connection with Licensee Walls if such uses are in a manner not intended to and that do not directly associate the Marks with Licensee Walls (for example, the following would be permitted: “[Brand]™ Walls” to designate Licensee Walls on one page of a brochure where (x) on the header or footer of such page a Licensor Combination Mark identifies the corporate or trade name of Licensor in a non-prominent manner and/or (y) on a separate page of such brochure the Mark is used in connection with Licensor Products and Services would be permitted).

Section 4.4 Transition . The Parties acknowledge and agree that, notwithstanding any other provision in this Agreement, Licensee and Licensor shall have the right to transition from use of the Marks alone to use of the Marks as set forth in this Article IV after the Effective Date; provided, however, that each Party shall (i) use commercially reasonable efforts to transition from use of the Marks alone to use of the Marks as set forth in this Article IV in a timely and

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expeditious manner, recognizing that the intent of the Parties is to transition as promptly and cost-effectively as possible and, in any event, except as otherwise provided below, within one (1) year of the Effective Date, (ii) be permitted to exhaust in the ordinary course all product inventory, product samples and kits, product brochures, product catalogs and packaging inventory existing or first initiated as of the Effective Date and (iii) ensure that any and all orders, requisitions and purchases of new materials (for example, letterhead, stationary, catalogs, business cards, presentations, promotional items, decals, brochures, displays, signs and marketing materials), including any use of those materials, made or first initiated after the Effective Date shall comply with Sections 4.1 through 4.3 . Notwithstanding the foregoing, the Parties shall (i) transition “big box” (for example, Lowe’s and The Home Depot) store displays in a timely and expeditious manner to the extent permitted by the applicable definitive agreement with the “big box” store in effect as of the Effective Date, and (ii) transition facility signage within two (2) years of the Effective Date (or such later date as may be approved by the other Party in writing in the exercise of its discretion). Without limitation to the foregoing, any cessation of use of a Mark that requires approval by a Governmental Authority shall be expeditiously assembled, submitted and diligently prosecuted for approval by the applicable Governmental Authority in a timely fashion by the Party seeking approval.

Section 4.5 Communication and Collaboration . The Parties acknowledge that, in connection with the conduct of their respective businesses hereunder under the Marks, there may be certain matters with respect to which the Parties may communicate or collaborate. Any such communications or collaboration shall be governed by Article IX hereof, and Licensor shall limit its use of such activities to the Licensor Products and Services and Licensee shall limit its use of such activities to the Licensee Products and Services.

Section 4.6 Misdirected Communications . In the event that a Party or its Affiliates experience an appreciable number of communications intended for the other Party or its Affiliates as a result of the use of the Marks hereunder, then at a Party’s request the Parties will reasonably cooperate with each other to implement a process to cross-refer to the other Party misdirected inquiries and complaints intended for such other Party.

ARTICLE V

OWNERSHIP AND PROTECTION OF MARKS

Section 5.1 Ownership of the Marks . Licensee acknowledges that the Marks and all rights therein and thereto and the goodwill pertaining thereto, including Licensor Combination Marks and (other than, for clarity, with respect to a Licensee Trademark) Licensee Combination Marks, are owned exclusively by and belong exclusively to Licensor. Licensee’s use of the Marks and Licensee Combination Marks and any and all goodwill generated thereby or associated therewith shall inure solely to the benefit of Licensor (other than, for clarity, with respect to a Licensee Trademark). Licensee shall not (a) register or seek to register in any jurisdiction any Mark (including any mark that includes or is a derivation of or confusingly similar to a Mark), (b) directly or indirectly contest the ownership or validity of any rights of the Licensor in or to any of the Marks, Licensor Combination Marks or Licensee Combination Marks (other than, for clarity, with respect to a Licensee Trademark), or (c) contest the fact that Licensee’s rights under this Agreement are as a licensee and subject to all of the terms and conditions herein.

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Section 5.2 Registration . All applications and registrations for or that include a Mark shall be filed in the name of Licensor and, as between Licensor and Licensee, Licensor shall file the documents with the applicable Governmental Authorities in connection therewith. Licensee shall be responsible for the cost of searching, investigating, filing, prosecuting, registering and maintaining such applications and registrations that cover only Licensee Products and Services. Licensor shall be responsible for the cost of searching, investigating, filing, prosecuting, registering and maintaining such applications and registrations that cover only Licensor Products and Services. With respect to such applications and registrations that cover both Licensee Products and Services and Licensor Products and Services, Licensee shall reimburse Licensor for fifty (50%) percent of all costs of Licensor and its Affiliates in connection therewith. At the reasonable request of a Party, the other Party shall reasonably consult and cooperate with such Party in connection with filings for applications and registrations for or that include a Mark.

Section 5.3 Enforcement .

(a) Licensor shall have the exclusive right to challenge Third Party infringements, dilutions and other violations of or with respect to the Marks (“ Infringements ”) within the Licensor’s Field of Use (excluding Licensee Walls). If Licensor does not challenge such Infringement within ninety (90) days following written notice from Licensee requesting that action be taken, Licensor will at the request of Licensee consult in good faith with Licensee in connection therewith and consider in good faith any reasonable request by Licensee in connection thereto.

(b) Licensor shall have the initial right to challenge Infringements outside of the Parties’ respective Field of Use. If Licensor does not challenge such Infringement within ninety (90) days following written notice from Licensee requesting that action be taken, Licensee may challenge such Infringement.

(c) Licensee shall have the exclusive initial right to challenge Infringements that are solely within Licensee’s Field of Use (excluding Licensor Walls). If Licensee does not challenge such Infringement within ninety (90) days following written notice from Licensor requesting that action be taken, Licensor may challenge such Infringement and, in such instance, Licensee shall reimburse Licensor for fifty percent (50%) of all costs of Licensor and its Affiliates in connection therewith.

(d) Except as otherwise set forth in this Agreement, (i) Licensor shall bear the cost of any challenges it brings against Infringements and shall be entitled to retain all sums recovered in any such Action, and (ii) Licensee shall bear the cost of any challenges it brings and shall be entitled to retain all sums recovered in any such Action.

(e) With respect to an Action challenging an Infringement which a Party has the right to bring under Section 5.3(a) through (c) , at the reasonable request and at the expense of such Party, the other Party shall (i) cooperate with the requesting Party in connection with such Action, and (ii) join as a party in such Action if necessary for the purpose of maintaining standing in such Action. If at the request of a Party the other Party so joins an Action for the purpose of maintaining standing, the requesting Party shall indemnify and hold harmless the other Party from any Liabilities relating thereto or arising or resulting therefrom.

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Section 5.4 Recordation . In the event Licensor or Licensee deems recordation of this Agreement necessary, the other Party shall reasonably cooperate, at the requesting Party’s expense, in connection with the recording of this Agreement with the appropriate Governmental Authorities and in the renewal of such recordation. The Parties shall provide assistance and information to each other as reasonably necessary to accomplish such recordation, including by submitting a revised version of this Agreement in a form necessary, but without change of substance (except where such change is necessary for purposes of recordation) hereof, for recordation. Upon termination or expiration of this Agreement, the Parties shall cooperate to effect a cancellation or termination of any recordation of this Agreement with the appropriate Governmental Authorities, and the Parties will grant, and hereby do grant, to each other an irrevocable power of attorney coupled with an interest to effect such cancellation within twenty (20) days after the termination of this Agreement.

ARTICLE VI

DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

Section 6.1 DISCLAIMER .

(a) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, ALL LICENSES TO THE MARKS ARE BEING MADE WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY NATURE (A) AS TO THEIR VALUE OR FREEDOM FROM ANY SECURITY INTERESTS; (B) AS TO TITLE, NONINFRINGEMENT, VALIDITY, ACCURACY OF INFORMATIONAL CONTENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT A PARTY OR ITS AFFILIATES KNOWS OR HAS REASON TO KNOW ANY SUCH PURPOSE) OR ANY OTHER MATTER, INCLUDING ANY WARRANTY (EXPRESS OR IMPLIED, ORAL OR WRITTEN), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE; OR (C) AS TO THE LEGAL SUFFICIENCY TO GRANT ANY RIGHTS THEREIN AND AS TO ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AND NEITHER PARTY, NOR ANY OF ITS REPRESENTATIVES, MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY, AND HEREBY EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AT LAW OR IN EQUITY, IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITH RESPECT TO THE MARKS, INCLUDING WITH RESPECT TO THE MATTERS DESCRIBED IN THE FOREGOING CLAUSES (A)-(C). WITHOUT LIMITING THE FOREGOING, THE LICENSEE HEREBY ACKNOWLEDGES AND AGREES THAT ALL LICENSES IN THIS AGREEMENT ARE BEING MADE “AS IS, WHERE IS,” AND, INTER ALIA, SUBJECT TO ANY AGREEMENTS EXISTING AS OF THE EFFECTIVE DATE.

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ARTICLE VII

INDEMNIFICATION

Section 7.1 Indemnification by AFI . Except as otherwise specifically set forth in this Agreement, to the fullest extent permitted by Law, AFI shall, and shall cause the other members of the AFI Group (including any sublicensee) to, indemnify, defend and hold harmless AWI, each member of the AWI Group and each of their respective past, present and future directors, officers, employees and agents, in each case, in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “ AWI Indemnitees ”), from and against any and all Liabilities of the AWI Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

(a) any Liabilities to the extent such Liabilities arise out of any Third-Party Claim relating to, arising out of or resulting from, directly or indirectly, use of the Marks by, under or through AFI or its Affiliates or sublicensees (including with respect to the manufacture, marketing, offering, use, issuance, sale or performance of any Licensee Products and Services); or

(b) any breach by AFI or any other member of the AFI Group (including any sublicensee) of this Agreement.

Section 7.2 Indemnification by AWI . Except as otherwise specifically set forth in this Agreement, to the fullest extent permitted by Law, AWI shall, and shall cause the other members of the AWI Group (other than AFI and its sublicensees) to, indemnify, defend and hold harmless AFI, each member of the AFI Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “ AFI Indemnitees ”), from and against any and all Liabilities of the AFI Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

(a) any Liabilities to the extent such Liabilities arise out of any Third-Party Claim relating to, arising out of or resulting from, directly or indirectly, use of the Marks by, under or through AWI or its Affiliates or sublicensees (other than AFI and its sublicensees) (including with respect to the manufacture, marketing, offering, use, issuance, sale or performance of any Licensor Products and Services); or

(b) any breach by AWI or any other member of the AWI Group (other than AFI and its sublicensees) of this Agreement.

Section 7.3 Indemnification Obligations Net of Insurance Proceeds and Other Amounts .

(a) The Parties intend that the indemnification, contribution or reimbursement with respect to any Liability pursuant to this Article VII shall be net of Insurance Proceeds and other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the

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collection thereof, including increased premiums) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “ Indemnifying Party ”) is required to pay to any Person entitled to indemnification, contribution or reimbursement hereunder (an “ Indemnitee ”) will be reduced by any Insurance Proceeds and other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof, including increased premiums) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives an indemnification, contribution or reimbursement payment (an “ Indemnity Payment ”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of the related Liability, then the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof, including increased premiums) had been received, realized or recovered before the Indemnity Payment was made.

(b) The Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement, have any subrogation rights with respect thereto, it being understood that no insurer or any other Third Party shall be entitled to a “windfall” (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification, contribution and reimbursement provisions hereof. Each Party shall, and shall cause the members of such Party’s Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification, contribution or reimbursement may be available under this Article VII . Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification, contribution or reimbursement, or receiving any Indemnity Payment otherwise owed to it under this Agreement.

Section 7.4 Procedures for Indemnification of Third-Party Claims .

(a) Notice of Claims . If, at or following the Effective Date, an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) that is not a member of the AWI Group or the AFI Group (or their respective sublicensees) of any claim or of the commencement by any such Person of any Action (collectively, a “ Third-Party Claim ”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 7.1 or 7.2 , or any other Section of this Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as soon as practicable, but in any event within fourteen (14) days (or sooner if the nature of the Third-Party Claim so requires) after becoming aware of such Third-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail, including the facts and circumstances giving rise to such claim for indemnification, and include copies of all notices and

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documents (including court papers) received by the Indemnitee relating to the Third-Party Claim. Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in accordance with this Section 7.4(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced in some material respect by the Indemnitee’s failure to provide notice in accordance with this Section 7.4(a) .

(b) Control of Defense. An Indemnifying Party may elect to defend (and seek to settle or compromise), at its own expense and with its own counsel, any Third-Party Claim; provided that, prior to the Indemnifying Party assuming and controlling defense of such Third-Party Claim, it shall first confirm to the Indemnitee in writing that, assuming the facts presented to the Indemnifying Party by the Indemnitee being true, the Indemnifying Party shall indemnify the Indemnitee for any such Liabilities to the extent resulting from, or arising out of, such Third-Party Claim. Notwithstanding the foregoing, if the Indemnifying Party assumes such defense and, in the course of defending such Third-Party Claim, (i) the Indemnifying Party discovers that the facts presented at the time the Indemnifying Party acknowledged its indemnification obligation in respect of such Third-Party Claim were not true in all material respects and (ii) such untruth provides a reasonable basis for asserting that the Indemnifying Party does not have an indemnification obligation in respect of such Third-Party Claim, then (A) the Indemnifying Party shall not be bound by such acknowledgment, (B) the Indemnifying Party shall promptly thereafter provide the Indemnitee written notice of its assertion that it does not have an indemnification obligation in respect of such Third-Party Claim and (C) the Indemnitee shall have the right to assume the defense of such Third-Party Claim. Within thirty (30) days after the receipt of a notice from an Indemnitee in accordance with Section 7.4(a) (or sooner, if the nature of the Third-Party Claim so requires), the Indemnifying Party shall provide written notice to the Indemnitee indicating whether the Indemnifying Party shall assume responsibility for defending the Third-Party Claim. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnitee of its election within thirty (30) days after receipt of the notice from an Indemnitee as provided in Section 7.4(a) , then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim.

(c) Allocation of Defense Costs . If an Indemnifying Party has elected to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification, contribution or reimbursement from the Indemnitee for any such fees or expenses incurred by the Indemnifying Party during the course of the defense of such Third-Party Claim by such Indemnifying Party, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemnitee as provided in Section 7.4(a) , and the Indemnitee conducts and controls the defense of such Third-Party Claim and the Indemnifying Party has an indemnification obligation with respect to such Third-Party Claim, then the Indemnifying Party shall be liable for all reasonable fees and expenses incurred by the Indemnitee in connection with the defense of such Third-Party Claim.

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(d) Right to Monitor and Participate. An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as necessary) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 7.4(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing, if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as necessary) and to participate in (but not control) the defense, compromise, or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of such counsel for all Indemnitees.

(e) No Settlement. Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the other Party, which consent may not be unreasonably withheld, unless such settlement or compromise is solely for monetary damages, does not involve any finding or determination of wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party from all Liability in connection with the Third-Party Claim.

(f) Tax Matters Agreement Governs . The above provisions of this Section 7.4 do not apply to Taxes (as defined in the Separation Agreement) (Taxes being governed by the Tax Matters Agreement). In the case of any conflict between this Agreement and the Tax Matters Agreement in relation to any matters addressed by the Tax Matters Agreement, the Tax Matters Agreement shall prevail.

ARTICLE VIII

TERM AND TERMINATION

Section 8.1 Term and Termination .

(a) This Agreement shall commence as of the Effective Date, and shall be non-terminable, unless terminated earlier pursuant to this Section 8.1 (the “ Term ”).

(i) In the event that Licensee (and its sublicensees) ceases all use of the Marks everywhere throughout the world for a period of three (3) consecutive years, this Agreement may be terminated upon written notice by Licensor.

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(ii) In the event that Licensor (and its licensees other than Licensee and its sublicensees) ceases all use of the Marks everywhere throughout the world for a period of three (3) consecutive years, this Agreement may be terminated upon written notice by Licensee, provided that in the event of such a termination by Licensee for nonuse then Licensor shall assign all of its right, title and interest in the Marks to Licensee.

(iii) In the event that the Complaint Threshold applicable to a Party is exceeded for more than four (4) consecutive calendar quarters, then such Party shall have two (2) years from the end of the last such calendar quarter to come into compliance with such applicable Complaint Threshold, and in the event that such Party fails to be in compliance with the Complaint Threshold during the last calendar quarter of such two (2) year period and such Party is not using commercially reasonable efforts to come into compliance, then the other Party may terminate this Agreement upon written notice thereof, provided that in the event of such a termination by Licensee of this Agreement in its entirety pursuant to the provisions further above in this Section 8.1(a)(iii) for failure by Licensor to be in compliance with the applicable Complaint Threshold then Licensor shall assign all of its right, title and interest in the Marks to Licensee.

(iv) In the event that a Party materially breaches this Agreement and such breach has a material adverse impact on the business or reputation, taken as a whole, of the non-breaching Party, and the breaching Party fails to cure such breach, or if such breach is not reasonably curable during such time period fails to implement steps reasonably intended to cure or remedy such breach, within sixty (60) days’ written notice from the non-breaching Party, this Agreement may be terminated upon written notice by the non-breaching Party, and if this Agreement is so terminated by Licensee then Licensor shall assign all of its right, title and interest in the Marks to Licensee.

(v) Licensee shall have the right at any time to terminate this Agreement upon written notice to Licensor.

Section 8.2 Effect of Termination .

(a) Upon the termination of this Agreement, unless termination occurs by Licensee pursuant to Section 8.1(a)(iii) or  8.1(a)(iv) , the Licensee shall and shall cause each of its sublicensees to no later than one (1) year following such termination:

(i) cease any and all use of the Marks and any mark confusingly similar thereto;

(ii) change all corporate and trade names to not include the Marks or any mark confusingly similar thereto;

(iii) destroy and require all agents and employees to destroy all materials; and

(iv) send a written statement to the Licensor verifying that it has complied with the foregoing clauses (i)–(iii).

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(b) Upon the termination of this Agreement by Licensee pursuant to Section 8.1(a)(iii) or 8.1(a)(iv) , the Licensor shall and shall cause each of its sublicensees to no later than one (1) year following such termination:

(i) cease any and all use of the Marks and any mark confusingly similar thereto;

(ii) change all corporate and trade names to not include the Marks or any mark confusingly similar thereto;

(iii) destroy and require all agents and employees to destroy all materials; and

(iv) send a written statement to the Licensee verifying that it has complied with the foregoing clauses (i)–(iii).

Section 8.3 Rights and Remedies . The rights and remedies of Licensor set forth in this Article VIII are in addition to all other rights and remedies available at law or equity.

ARTICLE IX

CONFIDENTIALITY

Section 9.1 Confidentiality . Each of Licensor and Licensee, on behalf of itself and each member of its respective Group, agrees to hold, and to cause its respective Representatives to hold, in strict confidence, with at least the same degree of care that applies to AWI’s confidential and proprietary information pursuant to policies in effect as of the Effective Date, all confidential and proprietary information concerning the other Party or any member of the other Party’s Group or their respective businesses that may be in its possession as of the Effective Date or is furnished by any such other Party or any member of such Party’s Group or their respective Representatives at any time pursuant to this Agreement, and shall not use any such confidential and proprietary information other than for such purposes as shall be expressly permitted hereunder, except, in each case, to the extent that such confidential and proprietary information has been (i) in the public domain or generally available to the public, other than as a result of a disclosure by such Party or any member of such Party’s Group or any of their respective Representatives in violation of this Agreement, (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group) which sources are not themselves bound by a confidentiality obligation or other contractual, legal or fiduciary obligation of confidentiality with respect to such confidential and proprietary information, or (iii) independently developed or generated without reference to or use of any proprietary or confidential information of the other Party or any member of such Party’s Group.

Section 9.2 Protective Arrangements . In the event that a Party or any member of its Group either determines on the advice of its counsel that it is required to disclose any information pursuant to applicable Law or receives any request or demand under lawful process or from any Governmental Authority to disclose or provide information of the other Party (or any member of the other Party’s Group) that is subject to the confidentiality provisions hereof, such Party shall notify the other Party (to the extent legally permitted) as promptly as practicable under the

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circumstances prior to disclosing or providing such information and shall cooperate, at the expense of the other Party, in seeking any appropriate protective order requested by the other Party. In the event that such other Party fails to receive such appropriate protective order in a timely manner and the Party receiving the request or demand reasonably determines that its failure to disclose or provide such information shall actually prejudice the Party receiving the request or demand, then the Party that received such request or demand may thereafter disclose or provide information to the extent required by such Law (as so advised by its counsel) or by lawful process or such Governmental Authority, and the disclosing Party shall promptly provide the other Party with a copy of the information so disclosed, in the same form and format so disclosed, together with a list of all Persons to whom such information was disclosed, in each case to the extent legally permitted.

ARTICLE X

MISCELLANEOUS

Section 10.1 Counterparts; Entire Agreement; Corporate Power .

(a) This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party.

(b) This Agreement and the Exhibits, Schedules and appendices hereto, and the Separation Agreement, contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties other than those set forth or referred to herein or therein. In the case of any conflict between this Agreement and the Separation Agreement in relation to any matters addressed by this Agreement, the Separation Agreement shall prevail.

(c) AWI represents on behalf of itself and each other member of the AWI Group, and AFI represents on behalf of itself and each other member of the AFI Group, as follows:

(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby; and

(ii) this Agreement to which it is a party has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance with the terms thereof.

(d) Each Party acknowledges that this Agreement may be executed by facsimile, stamp or mechanical signature, and that delivery of an executed counterpart of a signature page to this Agreement (whether executed by manual, stamp or mechanical signature)

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by facsimile or by email in portable document format (PDF) shall be effective as delivery of such executed counterpart of this Agreement. Each Party expressly adopts and confirms each such facsimile, stamp or mechanical signature (regardless of whether delivered in person, by mail, by courier, by facsimile or by email in portable document format (PDF)) made in its respective name as if it were a manual signature delivered in person, agrees that it will not assert that any such signature or delivery is not adequate to bind such Party to the same extent as if it were signed manually and delivered in person and agrees that, at the reasonable request of the other Party at any time, it will as promptly as reasonably practicable cause this Agreement to be manually executed (any such execution to be as of the date of the initial date thereof) and delivered in person, by mail or by courier.

Section 10.2 Governing Law . This Agreement (and any claims or disputes arising out of or related hereto or to the transactions contemplated hereby or to the inducement of any party to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware irrespective of the choice of laws principles of the State of Delaware including all matters of validity, construction, effect, enforceability, performance and remedies.

Section 10.3 Dispute Resolution .

(a) Good Faith Negotiation . Any dispute, controversy or claim arising out of or relating to this Agreement (a “ Dispute ”), shall initially be referred to the Transition Committee (as defined in the Separation Agreement, and for so long as such Transition Committee exists) for resolution. If the Transition Committee (as defined in the Separation Agreement) is unable to resolve such Dispute within thirty (30) days (or if such Transition Committee no longer exists), then either Party may provide written notice thereof to the other Party (the “ Initial Notice ”), and the Parties shall thereafter attempt in good faith to negotiate a resolution of the Dispute. The negotiations shall be conducted by executives who hold, at a minimum, the title of vice president and who have authority to settle the Dispute. All such negotiations shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence.

(b) In the event that a Dispute has not been resolved within sixty (60) days after receipt by a Party of an Initial Notice, or within such longer period as the Parties may agree to in writing, then each Party hereby agrees and consents to be subject to the jurisdiction of the Court of Chancery of the State of Delaware in and for New Castle County, or if the Court of Chancery lacks jurisdiction over such dispute, in any state or federal court having jurisdiction over the matter situated in New Castle County, Delaware, to resolve any such unresolved Dispute in any suit, action or proceeding seeking to enforce any provision of, or based on any other matter arising out of or in connection with, this Agreement or the transactions contemplated hereby. Each Party hereby irrevocably consents to the service of any and all process in any such suit, action or proceeding by the delivery of such process to such Party at the address and in the manner provided in Section 10.7 hereof. Each of the Parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Court of Chancery of the State of Delaware in and for New Castle County, or if the Court of Chancery

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lacks jurisdiction over such dispute, in any state or federal court having jurisdiction over the matter situated in New Castle County, Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.3(c) .

(d) Notwithstanding the foregoing provisions of this Section 10.3 , a Party may seek preliminary provisional or injunctive judicial relief with respect to a Dispute without first complying with the procedures set forth in Section 10.3(a) if such action is reasonably necessary to avoid irreparable damage.

(e) Unless otherwise agreed in writing, the Parties shall, and shall cause their respective members of their Group to, continue to honor all commitments under this Agreement to the extent required by this Agreement during the course of dispute resolution pursuant to the provisions of this Section 10.3 , unless such commitments are the specific subject of the Dispute at issue.

Section 10.4 Assignability . This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns; provided , however , that neither Party may assign its rights or delegate its obligations under this Agreement without the express prior written consent of the other Party hereto. Notwithstanding the foregoing, no such consent shall be required for the assignment of a Party’s rights and obligations under this Agreement in whole (i.e., the assignment of a Party’s rights and obligations under this Agreement all at the same time) in connection with a change of control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party. Nothing herein is intended to, or shall be construed to, prohibit either Party or any member of its Group from being party to or undertaking a change of control.

Section 10.5 Third-Party Beneficiaries . Except for the indemnification rights under this Agreement of any AWI Indemnitee or AFI Indemnitee in their respective capacities as such, and

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as set forth in Article VII (a) the provisions of this Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person except the Parties any rights or remedies hereunder, and (b) there are no third-party beneficiaries of this Agreement and this Agreement shall not provide any third person with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.

Section 10.6 Recovery of Fees . In the event that any Action is instituted or commenced by either Party hereto against the other Party as a result of a Dispute, the Party that substantially prevails in such Action as determined by a final, nonappealable judgment of an arbitration or court shall be entitled to recover its reasonable attorneys’ fees and other costs incurred in such Action from the non-prevailing party.

Section 10.7 Notices .

(a) All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by electronic mail (for which a confirmation email is obtained), or sent by overnight courier (providing proof of delivery) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 10.7 ):

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A Party may, by notice to the other Party, change the address to which such notices are to be given.

Section 10.8 Force Majeure . No Party shall be deemed in default of this Agreement for any delay or failure to fulfill any obligation (other than a payment obligation) hereunder or thereunder so long as and to the extent to which any delay or failure in the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure (as defined in the Separation Agreement). In the event of any such excused delay, the time for performance of such obligations (other than a payment obligation) shall be extended for a period equal to the time lost by reason of the delay. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) provide written notice to the other Party of the nature and extent of any such Force Majeure condition; and (b) use commercially reasonable efforts to remove any such causes and resume performance under this Agreement, as soon as reasonably practicable.

Section 10.9 Headings . The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 10.10 Waivers of Default . Waiver by a Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any

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subsequent or other default, nor shall it prejudice the rights of the other Party. No failure or delay by a Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 10.11 Specific Performance . Subject to the provisions of Section 10.3 , in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Party who is thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief in respect of its or their rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived by each of the Parties.

Section 10.12 Amendments . No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it is sought to enforce such waiver, amendment, supplement or modification.

Section 10.13 Interpretation . In this Agreement (a) words in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other genders as the context requires, (b) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules, Exhibits and Appendices hereto and thereto) and not to any particular provision of this Agreement, (c) Article, Section, Schedule, Exhibit and Appendix references are to the Articles, Sections, Schedules, Exhibits and Appendices to this Agreement unless otherwise specified, (d) unless otherwise stated, all references to any agreement shall be deemed to include the exhibits, schedules and annexes to such agreement, (e) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless otherwise specified, (f) the word “or” shall not be exclusive, (g) unless otherwise specified in a particular case, the word “days” refers to calendar days, (h) references to “business day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions are generally authorized or required by law to close in the United States or Lancaster, Pennsylvania, (i) references herein to this Agreement or any other agreement contemplated herein shall be deemed to refer to this Agreement or such other agreement as of the date on which it is executed and as it may be amended, modified or supplemented thereafter, unless otherwise specified, and (j) unless expressly stated to the contrary in this Agreement, all references to “the date hereof,” “the date of this Agreement,” “hereby” and “hereupon” and words of similar import shall all be references to the Effective Date.

Section 10.14 Limitations of Liability . Notwithstanding anything in this Agreement to the contrary, neither AFI or any member of the AFI Group, on the one hand, nor AWI or any member of the AWI Group, on the other hand, shall be liable under this Agreement to the other for any indirect, punitive, exemplary, remote, speculative or similar damages in excess of compensatory damages of the other arising in connection with the transactions contemplated hereby (other than any such Liability with respect to a Third-Party Claim).

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Section 10.15 Performance . AWI will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement to be performed by any member of the AWI Group. AFI will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement to be performed by any member of the AFI Group. Each Party (including its permitted successors and assigns) further agrees that it will (a) give timely notice of the terms, conditions and continuing obligations contained in this Agreement to all of the other members of its Group and (b) cause all of the other members of its Group not to take any action or fail to take any such action inconsistent with such Party’s obligations under this Agreement.

Section 10.16 Mutual Drafting . This Agreement shall be deemed to be the joint work product of the Parties and any rule of construction that a document shall be interpreted or construed against a drafter of such document shall not be applicable.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Parties have caused this Trademark License Agreement to be executed by their duly authorized representatives.

[ Signature Page to Trademark License Agreement ]

Exhibit 10.5

TRANSITION TRADEMARK LICENSE AGREEMENT

BY AND BETWEEN

ARMSTRONG FLOORING, INC.,

AFI LICENSING LLC

AND

ARMSTRONG WORLD INDUSTRIES, INC.,

DATED AS OF APRIL 1, 2016

TRANSITION TRADEMARK LICENSE AGREEMENT

This TRANSITION TRADEMARK LICENSE AGREEMENT (this “ Agreement ”), is dated as of April 1, 2016 (the “ Effective Date ”), by and between Armstrong Flooring, Inc., a Delaware corporation (“ AFI ”), and AFI Licensing LLC, a Delaware limited liability company (“ AFI LC ”) (AFI and AFI LC collectively, “ Licensor ”), and Armstrong World Industries, Inc., a Pennsylvania corporation (“ AWI ” or “ Licensee ”) (each a “ Party ” and together, the “ Parties ”).

R E C I T A L S

WHEREAS, the board of directors of AWI (the “ AWI Board ”) has determined that it is in the best interests of AWI to separate AWI’s flooring business from its ceilings (building products) business, creating two independent industry-leading publicly traded companies;

WHEREAS, in furtherance of the foregoing, the Parties have entered into a Separation and Distribution Agreement, dated as of March 11, 2016 (as amended, modified or supplemented from time to time in accordance with its terms, the “ Separation Agreement ”), pursuant to which certain entities and assets constituting the AFI Business have been transferred to AFI;

WHEREAS, Licensor is the owner of all right, title and interest in and to the Marks (as defined below);

WHEREAS, the Separation Agreement provides for the execution and delivery of this Agreement by AFI and the Licensee at the Closing (as defined in the Separation Agreement); and

WHEREAS, subject to the terms and conditions hereinafter set forth, the Licensor wishes to grant to the Licensee, and the Licensee desires to obtain, a license to use the Marks in accordance with the terms, and subject to the conditions, set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

For the purpose of this Agreement, the following terms shall have the following meanings:

“ Action ” shall mean any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal.

“ Affiliates ” shall mean, when used with respect to a specified Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, “control” (including with correlative meanings, “controlled by” and “under common control with”), when used with respect to any specified Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities or other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise. It is expressly agreed that, for purposes of this Agreement, (a) no member of the AFI Group shall be deemed to be an Affiliate of any member of the AWI Group and (b) no member of the AWI Group shall be deemed to be an Affiliate of any member of the AFI Group.

“ AFI ” shall have the meaning set forth in the Preamble.

“ AFI Business ” shall mean (a) the business, operations and activities of the Resilient Flooring and the Wood Flooring segments of AWI conducted at any time prior to the Division Effective Time by either Party or any of their current or former Subsidiaries and (b) except for the Retained Legacy Matters (as defined in the Separation Agreement) (which are expressly excluded from the AFI Business), any terminated, divested or discontinued businesses, operations and activities that, at the time of termination, divestiture or discontinuation, primarily related to (i) the business, operations or activities described in clause (a) as then conducted, or (ii) any other business operations or activities previously conducted as part of the flooring business of AWI and its Subsidiaries, including those set forth on Schedule 1.2 of the Separation Agreement.

“ AFI Group ” shall mean (a) prior to the Division Effective Time, AFI and each Person that will be a Subsidiary of AFI as of immediately after the Division Effective Time, including the Transferred Entities (as defined in the Separation Agreement), even if, prior to the Division Effective Time, such Person is not a Subsidiary of AFI; and (b) on and after the Division Effective Time, AFI and each Person that is a Subsidiary of AFI.

“ AFI Indemnitees ” shall have the meaning set forth in Section 7.1 .

“ Agreement ” shall have the meaning set forth in the Preamble.

“ AWI ” shall have the meaning set forth in the Preamble.

“ AWI Board ” shall have the meaning set forth in the Recitals.

“ AWI Business ” shall mean all businesses, operations and activities (whether or not such businesses, operations or activities are or have been terminated, divested or discontinued) conducted at any time prior to the Division Effective Time by either Party or any member of its Group, other than the AFI Business.

“ AWI Group ” shall mean AWI and each Person that is a Subsidiary of AWI.

“ AWI Indemnitees ” shall have the meaning set forth in Section 7.2 .

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“ Brand Manual ” shall mean Licensor’s brand presentation guidelines prescribing the permitted form and manner in which the Mark may be used, a copy of which is attached to this Agreement as Schedule D , including any amendments or additions thereto notified in writing by Licensor to Licensee from time to time.

“ Dispute ” shall have the meaning set forth in Section 10.3(a) .

“ Division Effective Time ” shall have the meaning set forth in the Separation Agreement.

“ Effective Date ” shall have the meaning set forth in the Preamble.

“ Field of Use ” shall mean, with respect to Licensor, the Licensor Products and Services, and, with respect to Licensee, the Licensee Products and Services.

“ Governmental Authority ” shall mean any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, government and any executive official thereof.

“ Group ” shall mean either the AFI Group or the AWI Group, as the context requires.

“ Indemnifying Party ” shall have the meaning set forth in Section 7.3(a) .

“ Indemnitee ” shall have the meaning set forth in Section 7.3(a) .

“ Indemnity Payment ” shall have the meaning set forth in Section 7.3(a) .

“ Infringements ” shall have the meaning set forth in Section 5.2(a) .

“ Initial Notice ” shall have the meaning set forth in Section 10.3(a) .

“ Insurance Proceeds ” shall have the meaning set forth in the Separation Agreement.

“ Law ” shall mean any national, supranational, federal, state, provincial, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty (including any income tax treaty), license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other requirement, in each case, enacted, promulgated, issued or entered by a Governmental Authority.

“ Liabilities ” shall mean all debts, guarantees, assurances, commitments, liabilities, responsibilities, Losses, remediation, deficiencies, damages, fines, penalties, settlements, sanctions, costs, expenses, interest and obligations of any nature or kind, whether accrued or fixed, absolute or contingent, matured or unmatured, accrued or not accrued, asserted or unasserted, liquidated or unliquidated, foreseen or unforeseen, known or unknown, reserved or unreserved, or determined or determinable, including those arising under any Law, claim (including any Third-Party Claim), demand, Action, or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority or arbitration

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tribunal, and those arising under any contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment or undertaking, or any fines, damages or equitable relief that is imposed, in each case, including all costs and expenses relating thereto.

“ License ” shall mean the rights and licenses with respect to the Marks granted pursuant and subject to Section 2.1 of this Agreement.

“ Licensee ” shall have the meaning set forth in the Preamble.

“ Licensee Products and Services ” shall mean those products and services set forth in Schedule B and Walls.

“ Licensor ” shall have the meaning set forth in the Preamble.

“ Licensor Products and Services ” shall mean those products and services set forth in Schedule C and Walls.

“ Losses ” shall mean actual losses, costs, damages, penalties and expenses (including legal and accounting fees and expenses and costs of investigation and litigation), whether or not involving a Third-Party Claim.

“ Representatives ” shall mean, with respect to any Person, any of such Person’s directors, officers, employees, agents, consultants, advisors, accountants, attorneys or other representatives.

“ Separation Agreement ” shall have the meaning set forth in the Recitals.

“ Subsidiary ” shall mean, with respect to any Person, any corporation, general or limited partnership, trust, joint venture, unincorporated organization, limited liability company or other entity of which such Person (a) beneficially owns, either directly or indirectly, more than fifty percent (50%) of (i) the total combined voting power of all classes of voting securities, (ii) the total combined equity interests or (iii) in the case of a partnership, is a general partner, or (b) otherwise has the power to vote, either directly or indirectly, sufficient securities to elect a majority of the board of directors or similar governing body.

“ Tax Matters Agreement ” shall have the meaning set forth in the Separation Agreement.

“ Term ” shall have the meaning set forth in Section 8.1(a) .

“ Territory ” shall mean worldwide.

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“ Third Party ” shall mean any Person other than the Parties or any members of their respective Groups.

“ Third-Party Claim ” shall have the meaning set forth in Section 7.4(a) .

“ Walls ” means walls, wainscoting, room dividers, backsplashes, wall planks, wall tiles, and products, accessories and services relating thereto.

ARTICLE II

LICENSE GRANT

2.1 Grant of License . Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee an exclusive (except with respect to Walls, which license shall be nonexclusive), royalty-free, non-transferrable (subject to Section 10.4 ) license to use the Marks throughout the Territory, in each case solely in connection with its business of manufacturing, distributing, marketing and selling the Licensee Products and Services.

2.2 Sublicensing . Licensee shall have the right to grant to any Person a sublicense of any of its rights granted under the License, provided that: (a) such sublicensee uses the Marks in support of the businesses of the AWI Group (and not for the independent use by a Third Party); (b) the terms of any sublicense are in writing and consistent with this Agreement; and (c) Licensee shall ensure that each sublicensee complies with the terms and conditions of this Agreement applicable to Licensee.

2.3 Limitations and Reservations . Notwithstanding anything to the contrary herein, the License is subject to any rights of or obligations owed to any Third Party under any agreement existing as of the Effective Date between Licensor or its Affiliates and any such Third Party. Except as expressly provided herein, Licensor reserves all rights with respect to the Marks, including with respect to the use, registration and licensing thereof.

ARTICLE III

QUALITY STANDARDS

3.1 Quality Control and Standards .

(a) Licensee shall use the Marks in a manner generally consistent with prior use.

(b) Licensee shall use the Marks and offer Licensee Products and Services under the Marks at a level of quality which generally equals or exceeds the levels of quality associated with the AWI Business. Without limitation to the foregoing, Licensee shall ensure that factories and facilities of Licensee and its Affiliates offering, using or creating Licensee Products and Services under the Marks are operated in a manner consistent with good industry practices.

(c) Each Party shall use the Marks in a manner that would not reasonably be expected to disparage or reflect negatively on the goodwill or reputation of the Marks, including by refraining from the use of inappropriate packaging, images and materials used in connection with the Marks. Each Party shall use the Marks and operate its business under the Marks in compliance with applicable Law.

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ARTICLE IV

USE OF THE MARKS

4.1 Use of Marks .

(a) The Licensee shall use the Marks in accordance with sound trademark usage principles and in accordance with all Laws relating to the maintenance of the validity and enforceability of the Marks; and shall not take action which is intended, or would reasonably be expected, to harm the reputation of the Marks or the reputation of the Licensor under the Marks.

(b) The Licensor shall use the Marks in accordance with sound trademark usage principles and in accordance with all Laws relating to the maintenance of the validity and enforceability of the Marks; and shall not take action which is intended, or would reasonably be expected, to harm the reputation of the Marks or the reputation of the Licensee under the Marks.

4.2 Presentation of Marks .

(a) Licensee shall use the Marks in a manner consistent with past practices and as set forth in the Brand Manual; provided that (i) Licensee may vary its presentation of the Marks from the Brand Manual with the prior written consent of Licensor, such consent not to be unreasonably withheld or delayed, and (ii) if Licensor changes the stylized format of the Marks as presented in the Brand Manual then Licensee shall have the right upon written notice to Licensor to continue to use the stylized format of the Marks used by Licensee hereunder prior to such change.

(b) Licensor shall use the Marks consistent with past practice and in a manner consistent with the Brand Manual during the Term, provided, however, that Licensor may use the Marks after the Term as Licensor sees fit.

(c) During the Term, the domain names inspiringgreatspaces.com and inspiringgreenspaces.com shall be held by Licensor, but not used by Licensor or its Affiliates, unless as otherwise agreed to in writing between the Parties.

4.3 Communication and Collaboration . The Parties acknowledge that, in connection with the conduct of their respective businesses hereunder under the Marks, there may be certain matters with respect to which the Parties may communicate or collaborate. Any such communications or collaboration shall be governed by Article IX hereof, and Licensor shall limit its use of such activities to the Licensor Products and Services and Licensee shall limit its use of such activities to the Licensee Products and Services.

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ARTICLE V

OWNERSHIP AND PROTECTION OF MARKS

5.1 Ownership of the Marks . Licensee acknowledges that the Marks and all rights therein and thereto and the goodwill pertaining thereto are owned exclusively by and belong exclusively to Licensor. Licensee’s use of the Marks and any and all goodwill generated thereby or associated therewith shall inure solely to the benefit of Licensor. Licensee shall not (a) register or seek to register in any jurisdiction any Mark (including any mark that includes or is a derivation of or confusingly similar to a Mark), (b) directly or indirectly contest the ownership or validity of any rights of the Licensor in or to any of the Marks, or (c) contest the fact that Licensee’s rights under this Agreement are as a licensee and subject to all of the terms and conditions herein.

5.2 Enforcement .

(a) Licensor shall have the exclusive right to challenge Third Party infringements, dilutions and other violations of or with respect to the Marks (“ Infringements ”) within the Licensor’s Field of Use (including Walls). If Licensor does not challenge such Infringement within ninety (90) days following written notice from Licensee requesting that action be taken, Licensor will at the request of Licensee consult in good faith with Licensee in connection therewith and consider in good faith any reasonable request by Licensee in connection thereto.

(b) Licensor shall have the initial right to challenge Infringements outside of the Parties’ respective Field of Use. If Licensor does not challenge such Infringement within ninety (90) days following written notice from Licensee requesting that action be taken, Licensee may challenge such Infringement.

(c) Licensee shall have the exclusive initial right to challenge Infringements that are solely within Licensee’s Field of Use (but not including Walls). If Licensee does not challenge such Infringement within ninety (90) days following written notice from Licensor requesting that action be taken, Licensor may challenge such Infringement and, in such instance, Licensee shall reimburse Licensor for fifty percent (50%) of all costs of Licensor and its Affiliates in connection therewith.

(d) Except as otherwise set forth in this Agreement, (i) Licensor shall bear the cost of any challenges it brings against Infringements and shall be entitled to retain all sums recovered in any such Action, and (ii) Licensee shall bear the cost of any challenges it brings and shall be entitled to retain all sums recovered in any such Action.

(e) With respect to an Action challenging an Infringement which a Party has the right to bring under Section 5.2(a) through (c) , at the reasonable request and at the expense of such Party, the other Party shall (i) cooperate with the requesting Party in connection with such Action, and (ii) join as a party in such Action if necessary for the purpose of maintaining standing in such Action. If at the request of a Party the other Party so joins an Action for the purpose of maintaining standing, the requesting Party shall indemnify and hold harmless the other Party from any Liabilities relating thereto or arising or resulting therefrom.

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5.3 Recordation . In the event Licensor or Licensee deems recordation of this Agreement necessary, the other Party shall reasonably cooperate, at the requesting Party’s expense, in connection with the recording of this Agreement with the appropriate Governmental Authorities and in the renewal of such recordation. The Parties shall provide assistance and information to each other as reasonably necessary to accomplish such recordation, including by submitting a revised version of this Agreement in a form necessary, but without change of substance (except where such change is necessary for purposes of recordation) hereof, for recordation. Upon termination or expiration of this Agreement, the Parties shall cooperate to effect a cancellation or termination of any recordation of this Agreement with the appropriate Governmental Authorities, and the Parties will grant, and hereby do grant, to each other an irrevocable power of attorney coupled with an interest to effect such cancellation within twenty (20) days after the termination of this Agreement.

ARTICLE VI

DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

6.1 DISCLAIMER .

(a) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, ALL LICENSES TO THE MARKS ARE BEING MADE WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY NATURE (A) AS TO THEIR VALUE OR FREEDOM FROM ANY SECURITY INTERESTS; (B) AS TO TITLE, NONINFRINGEMENT, VALIDITY, ACCURACY OF INFORMATIONAL CONTENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT A PARTY OR ITS AFFILIATES KNOWS OR HAS REASON TO KNOW ANY SUCH PURPOSE) OR ANY OTHER MATTER, INCLUDING ANY WARRANTY (EXPRESS OR IMPLIED, ORAL OR WRITTEN), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE; OR (C) AS TO THE LEGAL SUFFICIENCY TO GRANT ANY RIGHTS THEREIN AND AS TO ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AND NEITHER PARTY, NOR ANY OF ITS REPRESENTATIVES, MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY, AND HEREBY EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AT LAW OR IN EQUITY, IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITH RESPECT TO THE MARKS, INCLUDING WITH RESPECT TO THE MATTERS DESCRIBED IN THE FOREGOING CLAUSES (A)–(C). WITHOUT LIMITING THE FOREGOING, THE LICENSEE HEREBY ACKNOWLEDGES AND AGREES THAT ALL LICENSES IN THIS AGREEMENT ARE BEING MADE “AS IS, WHERE IS,” AND, INTER ALIA, SUBJECT TO ANY AGREEMENTS EXISTING AS OF THE EFFECTIVE DATE.

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ARTICLE VII

INDEMNIFICATION

7.1 Indemnification by AWI . Except as otherwise specifically set forth in this Agreement, to the fullest extent permitted by Law, AWI shall, and shall cause the other members of the AWI Group (including any sublicensee) to indemnify, defend and hold harmless AFI, each member of the AFI Group and each of their respective past, present and future directors, officers, employees and agents, in each case, in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “ AFI Indemnitees ”), from and against any and all Liabilities of the AFI Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

(a) any Liabilities to the extent such Liabilities arise out of any Third-Party Claim relating to, arising out of or resulting from, directly or indirectly, use of the Marks by, under or through AWI or its Affiliates or sublicensees (including with respect to the manufacture, marketing, offering, use, issuance, sale or performance of any Licensee Products and Services); or

(b) any breach by AWI or any other member of the AWI Group (including any sublicensee) of this Agreement.

7.2 Indemnification by AFI . Except as otherwise specifically set forth in this Agreement, to the fullest extent permitted by Law, AFI shall, and shall cause the other members of the AFI Group (other than AWI and its sublicensees) to, indemnify, defend and hold harmless AWI, each member of the AWI Group and each of their respective past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “ AWI Indemnitees ”), from and against any and all Liabilities of the AWI Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):

(a) any Liabilities to the extent such Liabilities arise out of any Third-Party Claim relating to, arising out of or resulting from, directly or indirectly, use of the Marks by, under or through AFI or its Affiliates or sublicensees (other than AWI and its sublicensees) (including with respect to the manufacture, marketing, offering, use, issuance, sale or performance of any Licensor Products and Services); or

(b) any breach by AFI or any other member of the AFI Group (other than AWI and its sublicensees) of this Agreement.

7.3 Indemnification Obligations Net of Insurance Proceeds and Other Amounts .

(a) The Parties intend that the indemnification, contribution or reimbursement with respect to any Liability pursuant to this Article VII shall be net of Insurance Proceeds and other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof, including increased premiums) from any Person by or on behalf of the

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Indemnitee in respect of any indemnifiable Liability. Accordingly, the amount which either Party (an “ Indemnifying Party ”) is required to pay to any Person entitled to indemnification, contribution or reimbursement hereunder (an “ Indemnitee ”) will be reduced by any Insurance Proceeds and other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof, including increased premiums) from any Person by or on behalf of the Indemnitee in respect of the related Liability. If an Indemnitee receives an indemnification, contribution or reimbursement payment (an “ Indemnity Payment ”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of the related Liability, then the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof, including increased premiums) had been received, realized or recovered before the Indemnity Payment was made.

(b) The Parties agree that an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provision contained in this Agreement, have any subrogation rights with respect thereto, it being understood that no insurer or any other Third Party shall be entitled to a “windfall” (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification, contribution and reimbursement provisions hereof. Each Party shall, and shall cause the members of such Party’s Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification, contribution or reimbursement may be available under this Article VII . Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Action to collect or recover Insurance Proceeds, and an Indemnitee need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification, contribution or reimbursement, or receiving any Indemnity Payment otherwise owed to it under this Agreement.

7.4 Procedures for Indemnification of Third-Party Claims .

(a) Notice of Claims . If, at or following the Effective Date, an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) that is not a member of the AWI Group or the AFI Group (or their respective sublicensees) of any claim or of the commencement by any such Person of any Action (collectively, a “ Third-Party Claim ”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 7.1 or 7.2 , or any other Section of this Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as soon as practicable, but in any event within fourteen (14) days (or sooner if the nature of the Third-Party Claim so requires) after becoming aware of such Third-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail, including the facts and circumstances giving rise to such claim for indemnification, and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim.

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Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in accordance with this Section 7.4(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced in some material respect by the Indemnitee’s failure to provide notice in accordance with this Section 7.4(a) .

(b) Control of Defense. An Indemnifying Party may elect to defend (and seek to settle or compromise), at its own expense and with its own counsel, any Third-Party Claim; provided that, prior to the Indemnifying Party assuming and controlling defense of such Third-Party Claim, it shall first confirm to the Indemnitee in writing that, assuming the facts presented to the Indemnifying Party by the Indemnitee being true, the Indemnifying Party shall indemnify the Indemnitee for any such Liabilities to the extent resulting from, or arising out of, such Third-Party Claim. Notwithstanding the foregoing, if the Indemnifying Party assumes such defense and, in the course of defending such Third-Party Claim, (i) the Indemnifying Party discovers that the facts presented at the time the Indemnifying Party acknowledged its indemnification obligation in respect of such Third-Party Claim were not true in all material respects and (ii) such untruth provides a reasonable basis for asserting that the Indemnifying Party does not have an indemnification obligation in respect of such Third-Party Claim, then (A) the Indemnifying Party shall not be bound by such acknowledgment, (B) the Indemnifying Party shall promptly thereafter provide the Indemnitee written notice of its assertion that it does not have an indemnification obligation in respect of such Third-Party Claim and (C) the Indemnitee shall have the right to assume the defense of such Third-Party Claim. Within thirty (30) days after the receipt of a notice from an Indemnitee in accordance with Section 7.4(a) (or sooner, if the nature of the Third-Party Claim so requires), the Indemnifying Party shall provide written notice to the Indemnitee indicating whether the Indemnifying Party shall assume responsibility for defending the Third-Party Claim. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnitee of its election within thirty (30) days after receipt of the notice from an Indemnitee as provided in Section 7.4(a) , then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim.

(c) Allocation of Defense Costs . If an Indemnifying Party has elected to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification, contribution or reimbursement from the Indemnitee for any such fees or expenses incurred by the Indemnifying Party during the course of the defense of such Third-Party Claim by such Indemnifying Party, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense. If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemnitee as provided in Section 7.4(a) , and the Indemnitee conducts and controls the defense of such Third-Party Claim and the Indemnifying Party has an indemnification obligation with respect to such Third-Party Claim, then the Indemnifying Party shall be liable for all reasonable fees and expenses incurred by the Indemnitee in connection with the defense of such Third-Party Claim.

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(d) Right to Monitor and Participate. An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as necessary) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 7.4(c) shall not apply to such fees and expenses. Notwithstanding the foregoing, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party. In addition to the foregoing, if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as necessary) and to participate in (but not control) the defense, compromise, or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of such counsel for all Indemnitees.

(e) No Settlement. Neither Party may settle or compromise any Third-Party Claim for which either Party is seeking to be indemnified hereunder without the prior written consent of the other Party, which consent may not be unreasonably withheld, unless such settlement or compromise is solely for monetary damages, does not involve any finding or determination of wrongdoing or violation of Law by the other Party and provides for a full, unconditional and irrevocable release of the other Party from all Liability in connection with the Third-Party Claim.

(f) Tax Matters Agreement Governs . The above provisions of this Section 7.4 do not apply to Taxes (as defined in the Separation Agreement) (Taxes being governed by the Tax Matters Agreement). In the case of any conflict between this Agreement and the Tax Matters Agreement in relation to any matters addressed by the Tax Matters Agreement, the Tax Matters Agreement shall prevail.

ARTICLE VIII

TERM AND TERMINATION

8.1 Term and Termination .

(a) This Agreement shall commence as of the Effective Date, and shall terminate on the fifth anniversary of the Effective Date, unless terminated earlier pursuant to this Section 8.1 (the “ Term ”).

(i) In the event that Licensee (and its sublicensees) ceases all use of the Marks everywhere throughout the world for a period of three (3) consecutive years, this Agreement may be terminated immediately upon written notice by Licensor.

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(ii) In the event that a Party materially breaches this Agreement and such breach has a material adverse impact on the business or reputation, taken as a whole, of the non-breaching Party, and the breaching Party fails to cure such breach or, if such breach is not reasonably curable during such time period, fails to implement steps reasonably intended to cure or remedy such breach within sixty (60) days’ written notice from the non-breaching Party, this Agreement may be terminated upon written notice by the non-breaching Party.

(iii) Licensee shall have the right at any time to terminate this Agreement upon written notice to Licensor.

8.2 Effect of Termination .

(a) Upon expiration or earlier termination of this Agreement, the Licensee shall and shall cause each of its sublicensees to, within one (1) year of termination or by or upon the date of expiration, cease any and all use of the Marks and any mark confusingly similar thereto.

8.3 Rights and Remedies . The rights and remedies of Licensor set forth in this Article VIII are in addition to all other rights and remedies available at law or equity.

ARTICLE IX

CONFIDENTIALITY

9.1 Confidentiality . Each of Licensor and Licensee, on behalf of itself and each member of its respective Group, agrees to hold, and to cause its respective Representatives to hold, in strict confidence, with at least the same degree of care that applies to AWI’s confidential and proprietary information pursuant to policies in effect as of the Effective Date, all confidential and proprietary information concerning the other Party or any member of the other Party’s Group or their respective businesses that may be in its possession as of the Effective Date or is furnished by any such other Party or any member of such Party’s Group or their respective Representatives at any time pursuant to this Agreement, and shall not use any such confidential and proprietary information other than for such purposes as shall be expressly permitted hereunder, except, in each case, to the extent that such confidential and proprietary information has been (i) in the public domain or generally available to the public, other than as a result of a disclosure by such Party or any member of such Party’s Group or any of their respective Representatives in violation of this Agreement, (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group) which sources are not themselves bound by a confidentiality obligation or other contractual, legal or fiduciary obligation of confidentiality with respect to such confidential and proprietary information, or (iii) independently developed or generated without reference to or use of any proprietary or confidential information of the other Party or any member of such Party’s Group.

9.2 Protective Arrangements . In the event that a Party or any member of its Group either determines on the advice of its counsel that it is required to disclose any information pursuant to applicable Law or receives any request or demand under lawful process or from any

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Governmental Authority to disclose or provide information of the other Party (or any member of the other Party’s Group) that is subject to the confidentiality provisions hereof, such Party shall notify the other Party (to the extent legally permitted) as promptly as practicable under the circumstances prior to disclosing or providing such information and shall cooperate, at the expense of the other Party, in seeking any appropriate protective order requested by the other Party. In the event that such other Party fails to receive such appropriate protective order in a timely manner and the Party receiving the request or demand reasonably determines that its failure to disclose or provide such information shall actually prejudice the Party receiving the request or demand, then the Party that received such request or demand may thereafter disclose or provide information to the extent required by such Law (as so advised by its counsel) or by lawful process or such Governmental Authority, and the disclosing Party shall promptly provide the other Party with a copy of the information so disclosed, in the same form and format so disclosed, together with a list of all Persons to whom such information was disclosed, in each case to the extent legally permitted.

ARTICLE X

MISCELLANEOUS

10.1 Counterparts; Entire Agreement; Corporate Power .

(a) This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party.

(b) This Agreement and the Exhibits, Schedules and appendices hereto, and the Separation Agreement, contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties other than those set forth or referred to herein or therein. In the case of any conflict between this Agreement and the Separation Agreement in relation to any matters addressed by this Agreement, the Separation Agreement shall prevail.

(c) AWI represents on behalf of itself and each other member of the AWI Group, and AFI represents on behalf of itself and each other member of the AFI Group, as follows:

(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby; and

(ii) this Agreement to which it is a party has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance with the terms thereof.

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(d) Each Party acknowledges that this Agreement may be executed by facsimile, stamp or mechanical signature, and that delivery of an executed counterpart of a signature page to this Agreement (whether executed by manual, stamp or mechanical signature) by facsimile or by email in portable document format (PDF) shall be effective as delivery of such executed counterpart of this Agreement. Each Party expressly adopts and confirms each such facsimile, stamp or mechanical signature (regardless of whether delivered in person, by mail, by courier, by facsimile or by email in portable document format (PDF)) made in its respective name as if it were a manual signature delivered in person, agrees that it will not assert that any such signature or delivery is not adequate to bind such Party to the same extent as if it were signed manually and delivered in person and agrees that, at the reasonable request of the other Party at any time, it will as promptly as reasonably practicable cause this Agreement to be manually executed (any such execution to be as of the date of the initial date thereof) and delivered in person, by mail or by courier.

10.2 Governing Law . This Agreement (and any claims or disputes arising out of or related hereto or to the transactions contemplated hereby or to the inducement of any party to enter herein , whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware irrespective of the choice of laws principles of the State of Delaware including all matters of validity, construction, effect, enforceability, performance and remedies.

10.3 Dispute Resolution.

(a) Good Faith Negotiation . Any dispute, controversy or claim arising out of or relating to this Agreement (a “ Dispute ”), shall initially be referred to the Transition Committee (as defined in the Separation Agreement, and for so long as such Transition Committee exists) for resolution. If the Transition Committee (as defined in the Separation Agreement) is unable to resolve such Dispute within thirty (30) days (or if such Transition Committee no longer exists), then either Party may provide written notice thereof to the other Party (the “ Initial Notice ”), and the Parties shall thereafter attempt in good faith to negotiate a resolution of the Dispute. The negotiations shall be conducted by executives who hold, at a minimum, the title of vice president and who have authority to settle the Dispute. All such negotiations shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence.

(b) In the event that a Dispute has not been resolved within sixty (60) days after receipt by a Party of an Initial Notice, or within such longer period as the Parties may agree to in writing, then each Party hereby agrees and consents to be subject to the jurisdiction of the Court of Chancery of the State of Delaware in and for New Castle County, or if the Court of Chancery lacks jurisdiction over such dispute, in any state or federal court having jurisdiction over the matter situated in New Castle County, Delaware, to resolve any such unresolved Dispute in any suit, action or proceeding seeking to enforce any provision of, or based on any other matter arising out of or in connection with, this Agreement or the transactions contemplated hereby. Each Party hereby irrevocably consents to the service of any and all process in any such suit, action or proceeding by the delivery of such process to such Party at the address and in the manner provided in Section 10.7 hereof. Each of the Parties hereto

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irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Court of Chancery of the State of Delaware in and for New Castle County, or if the Court of Chancery lacks jurisdiction over such dispute, in any state or federal court having jurisdiction over the matter situated in New Castle County, Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.3(c) .

(d) Notwithstanding the foregoing provisions of this Section 10.3 , a Party may seek preliminary provisional or injunctive judicial relief with respect to a Dispute without first complying with the procedures set forth in Section 10.3(a) if such action is reasonably necessary to avoid irreparable damage.

(e) Unless otherwise agreed in writing, the Parties shall, and shall cause their respective members of their Group to, continue to honor all commitments under this Agreement to the extent required by this Agreement during the course of dispute resolution pursuant to the provisions of this Section 10.3 , unless such commitments are the specific subject of the Dispute at issue.

10.4 Assignability . This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns; provided , however , that neither Party may assign its rights or delegate its obligations under this Agreement without the express prior written consent of the other Party hereto. Notwithstanding the foregoing, no such consent shall be required for the assignment of a Party’s rights and obligations under this Agreement in whole (i.e., the assignment of a Party’s rights and obligations under this Agreement all at the same time) in connection with a change of control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party. Nothing herein is intended to, or shall be construed to, prohibit either Party or any member of its Group from being party to or undertaking a change of control.

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10.5 Third-Party Beneficiaries . Except for the indemnification rights under this Agreement of any AWI Indemnitee or AFI Indemnitee in their respective capacities as such, and as set forth in Article VII (a) the provisions of this Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person except the Parties any rights or remedies hereunder, and (b) there are no third-party beneficiaries of this Agreement and this Agreement shall not provide any third person with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement.

10.6 Recovery of Fees . In the event that any Action is instituted or commenced by either Party hereto against the other Party as a result of a Dispute, the Party that substantially prevails in such Action as determined by a final, nonappealable judgment of an arbitration or court shall be entitled to recover its reasonable attorneys’ fees and other costs incurred in such Action from the non-prevailing party.

10.7 Notices .

(a) All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by electronic mail (for which a confirmation email is obtained), or sent by overnight courier (providing proof of delivery) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 10.7 ):

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A Party may, by notice to the other Party, change the address to which such notices are to be given.

10.8 Force Majeure . No Party shall be deemed in default of this Agreement for any delay or failure to fulfill any obligation (other than a payment obligation) hereunder or thereunder so long as and to the extent to which any delay or failure in the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure (as defined in the Separation Agreement). In the event of any such excused delay, the time for performance of such obligations (other than a payment obligation) shall be extended for a period equal to the time lost by reason of the delay. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) provide written notice to the other Party of the nature and extent of any such Force Majeure condition; and (b) use commercially reasonable efforts to remove any such causes and resume performance under this Agreement, as soon as reasonably practicable.

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10.9 Headings . The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

10.10 Waivers of Default . Waiver by a Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the other Party. No failure or delay by a Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

10.11 Specific Performance . Subject to the provisions of Section 10.3 , in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Party who is thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief in respect of its or their rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived by each of the Parties.

10.12 Amendments . No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it is sought to enforce such waiver, amendment, supplement or modification.

10.13 Interpretation . In this Agreement (a) words in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other genders as the context requires, (b) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules, Exhibits and Appendices hereto and thereto) and not to any particular provision of this Agreement, (c) Article, Section, Schedule, Exhibit and Appendix references are to the Articles, Sections, Schedules, Exhibits and Appendices to this Agreement unless otherwise specified, (d) unless otherwise stated, all references to any agreement shall be deemed to include the exhibits, schedules and annexes to such agreement, (e) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless otherwise specified, (f) the word “or” shall not be exclusive, (g) unless otherwise specified in a particular case, the word “days” refers to calendar days, (h) references to “business day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions are generally authorized or required by law to close in the United States or Lancaster, Pennsylvania, (i) references herein to this Agreement or any other agreement contemplated herein shall be deemed to refer to this Agreement or such other agreement as of the date on which it is executed and as it may be amended, modified or supplemented thereafter,

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unless otherwise specified, and (j) unless expressly stated to the contrary in this Agreement, all references to “the date hereof,” “the date of this Agreement,” “hereby” and “hereupon” and words of similar import shall all be references to the Effective Date.

10.14 Limitations of Liability . Notwithstanding anything in this Agreement to the contrary, neither AFI or any member of the AFI Group, on the one hand, nor AWI or any member of the AWI Group, on the other hand, shall be liable under this Agreement to the other for any indirect, punitive, exemplary, remote, speculative or similar damages in excess of compensatory damages of the other arising in connection with the transactions contemplated hereby (other than any such Liability with respect to a Third-Party Claim).

10.15 Performance . AWI will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement to be performed by any member of the AWI Group. AFI will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement to be performed by any member of the AFI Group. Each Party (including its permitted successors and assigns) further agrees that it will (a) give timely notice of the terms, conditions and continuing obligations contained in this Agreement to all of the other members of its Group and (b) cause all of the other members of its Group not to take any action or fail to take any such action inconsistent with such Party’s obligations under this Agreement.

10.16 Mutual Drafting . This Agreement shall be deemed to be the joint work product of the Parties and any rule of construction that a document shall be interpreted or construed against a drafter of such document shall not be applicable.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Parties have caused this Transition Trademark License Agreement to be executed by their duly authorized representatives.

[ Signature Page for Transition Trademark License Agreement ]

Exhibit 10.6

LEASE BETWEEN

ARMSTRONG WORLD INDUSTRIES, INC.

AND

ARMSTRONG FLOORING, INC.

DATED AS OF APRIL 1, 2016

TABLE OF CONTENTS

LEASE

i

ii

AGREEMENT OF LEASE

This AGREEMENT OF LEASE, dated as of April 1, 2016 (this “ Lease ”), between Armstrong World Industries, Inc., a Pennsylvania corporation, having an address at 2500 Columbia Avenue, Building 5, Lancaster, PA 17603, party of the first part (hereinafter referred to as “ Landlord ”), and Armstrong Flooring, Inc., a Delaware corporation, having an address at 2500 Columbia Avenue, Building 701, Lancaster, PA 17603, party of the second part (hereinafter referred to as “ Tenant ”).

RECITALS

WHEREAS, pursuant to that certain Separation and Distribution Agreement, dated as of April 1, 2016 (the “ Separation and Distribution Agreement ”), by and between Landlord and Tenant, Landlord desires to lease the Premises (as hereinafter defined) to Tenant and Tenant desires to lease the Premises from Landlord upon the terms set forth in this Lease.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1

PREMISES; TERM

1.1 Landlord hereby leases to Tenant and Tenant hereby hires from Landlord, upon and subject to the terms, covenants, provisions and conditions of this Lease, the following premises located within the Campus (as hereinafter defined) consisting of (i) the entire Buildings (as hereinafter defined) identified on Exhibit A-1 attached hereto and made a part hereof and (ii) portions of certain Buildings identified on Exhibit A-2 and made a part hereof, in each case, together with all Premises FF&E (as defined below) located thereon (collectively the “ Premises ”, and together with the land and all other improvements thereon, the “ Property ”). Subject to the terms of this Lease, Tenant shall have the non-exclusive right to use, in common with Landlord and other tenants and each of their agents, guests and invitees, (i) the parking areas, exterior plazas, entrances, roadways and walkways located within the Campus and (ii) the common areas of the Buildings described on Exhibit B attached hereto, including, without limitation, the stairways, hallways, restrooms, lobbies, patios, elevators, corridors, the meeting rooms, the fitness center, the cafeteria, the auditorium, the loading docks and the product display areas located therein (collectively, the “ Common Areas ”).

1.2 The term (the “ Term” ) of this Lease shall commence on the date hereof (the “ Commencement Date ”), and end on the date (as the same may be extended pursuant to the terms hereof, the “ Expiration Date ”) which is the last day of the month preceding the month in which occurs the fifth (5 ^th ) anniversary of the Commencement Date (the “ Initial Expiration Date ”) or until such Term shall sooner cease and terminate as herein provided. Tenant shall have the option (the “ 6th Year Renewal Option ”) to extend the Term until the sixth (6 ^th ) anniversary of the Commencement Date, which option shall be exercised upon delivery of written notice to Landlord on or prior to the fourth (4 ^th ) anniversary of the Commencement Date. After the 6 ^th Year Renewal Option is exercised, the Term shall thereafter automatically renew for successive

one (1) year periods (each a “ Renewal Term ”), unless either Landlord or Tenant delivers written notice of non-renewal to the other party on or before (i) with respect to the first Renewal Term, twelve (12) months prior to Initial Expiration Date and (ii) with respect to any subsequent Renewal Term, eighteen (18) months prior to the expiration of the then current Renewal Term. This Lease, if and as so extended during the Renewal Term, shall be upon the same terms and conditions as contained in this Lease, except for the Term.

ARTICLE 2

OCCUPANCY

2.1 Tenant agrees to use and occupy the Premises and the Licensed Space (as defined below) in a manner that is consistent with the uses made of the Premises during the twelve (12) month period immediately prior to the Commencement Date (each a “ Permitted Use ” and collectively, the “ Permitted Uses ”) and for no other purpose whatsoever. For the avoidance of doubt, the parties agree and acknowledge that the testing of products on the existing flooring manufacturing pilot line located within the Premises and/or the Licensed Space in connection with the research and development components of Tenant’s business shall be a Permitted Use hereunder, but in no event shall finished production manufacturing be permitted on any portion of the Premises or the Licensed Space.

2.2 Tenant will not make or permit to be made any use of the Premises, the Common Areas, the Licensed Space or any part thereof (i) which would violate any of the covenants, agreements, terms, provisions and conditions of this Lease, (ii) which would violate the provisions of any service agreements relating to the Premises or the Licensed Space in a manner inconsistent with past practices at the Premises and Licensed Space, (iii) which is forbidden by Legal Requirements (as hereinafter defined), (iv) which may be dangerous to life, limb, or property, (v) which may invalidate or increase the premium cost of any policy of insurance carried on the Campus or concerning its operation, (vi) which will suffer or permit the Premises, the Common Areas, the Licensed Space or any part thereof to be used in any manner, or anything to be brought into or kept therein, which, in the reasonable judgment of Landlord, shall in any way impair or tend to impair the character, reputation or appearance of the Campus, or (vii) which would impair or interfere, other than to a de minimis extent, or tend to impair or interfere, other than to a de minimis extent, with any of the services performed by Landlord for the Campus or which will interfere with or disturb other tenants or users. Landlord makes no representation as to the condition of the Premises, the Common Areas or the Licensed Space except as otherwise expressly provided in this Lease, and Tenant agrees to accept the same subject to violations whether or not of record. Tenant will not at any time use or occupy the Premises, the Common Areas or the Licensed Space or permit same to be used or occupied in violation of the certificate of occupancy for the applicable Building in which such Premises, Common Areas or Licensed Space is located. Landlord agrees that it will not amend the current certificate of occupancy to preclude the use of the Premises for the Permitted Use applicable thereto.

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ARTICLE 3

RENT

3.1 During the Term, Tenant shall pay minimum annual rent (the “ Minimum Rent ”) of $5,622,900.00 per annum, together with all other sums of money as shall become due and payable by Tenant under this Lease (hereinafter called “ additional rent ” or “ Additional Rent ”) which Tenant agrees to pay in lawful money of the United States of America which shall be legal tender in payment of all debts and dues, public and private, at the time of payment, in equal monthly installments in advance on the first day of each month during said term, at the office of Landlord or such other place as Landlord may designate in writing, without any set off or deduction whatsoever, except that Tenant shall pay the first monthly installment(s) on the execution hereof. The Minimum Rent and Additional Rent are collectively referred to herein as the “rent”.

3.2 If the payment of Minimum Rent hereunder shall commence on any day other than the first day of a calendar month, then the Minimum Rent for such calendar month shall be prorated on a per diem basis, and any excess amount paid on the execution of this Lease shall be credited to the Minimum Rent for the next calendar month.

3.3 In the event Landlord leases all or any portion of the space identified on Exhibit C attached hereto to a third party (a “ Third Party Lease ”) Tenant shall be entitled to a credit against the Minimum Rent and Additional Rent payable by Tenant hereunder by an amount equal to Tenant’s Proportionate Share of any Net Third Party Rents actually received by Landlord, as shown on Landlord’s Operating Statement in accordance with the terms set forth in Section 5.3(c) . For purposes of this Section 3.3 , the term “ Net Third Party Rents ” shall mean all rents, additional charges or other consideration payable under a Third Party Lease which are in excess of any brokerage commissions, tenant allowances, free rent, landlord alterations, reimbursements, reasonable attorney’s fees and other costs and expenses incurred by Landlord in connection with such Third Party Lease amortized over the term of such Third Party Lease. In no event shall unforfeited security deposits be considered Net Third Party Rents.

ARTICLE 4

DEFINITIONS

The following definitions shall have the meanings set forth below:

4.1 “ Building ” shall mean each of the buildings located within the Campus.

4.2 “ Business Days ” or “ business days ” shall mean all days other than a Saturday, a Sunday or a day on which banking institutions are generally authorized or required by law to close in the United States or Lancaster, Pennsylvania.

4.3 “ Campus ” shall mean the multi-building campus located at 2500 Columbia Avenue, Lancaster, Pennsylvania consisting of (i) the Property, (ii) the Common Areas and (iii) the Buildings (or portions of Buildings) identified on Exhibit D attached hereto which contain service and/or mechanical facilities or are otherwise used and/or occupied by Landlord and/or

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one or more of its designees. For the avoidance of doubt, the term “Campus” shall not include any portion of the unimproved land consisting of approximately four hundred (400) acres that is located adjacent to the multi-building campus and is currently used for agricultural purposes.

4.4 “ Interest Rate ” shall mean the annual interest rate that is three (3%) percent per annum above the then published prime interest rate upon unsecured loans charged by JP Morgan Chase Bank (or any successor thereto) on loans of 90 days (the “ Prime Rate ”).

4.5 “ Landlord ” shall mean only the then-Landlord under this Lease, and not any prior “Landlord” so that in the event of any transfer or transfers of title to the Buildings or of Landlord’s interest in this Lease, the transferor shall be and hereby is automatically relieved and freed of all obligations of Landlord under this Lease accruing after such transfer provided that such transferee shall assume such obligations.

4.6 “ Legal Requirements ” shall mean any national, supranational, federal, state, provincial, local or similar laws (including common law), statute, code, order, ordinance, rule, regulation, treaty (including any income tax treaty), license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other requirement, in each case, enacted, promulgated, issued or entered by a Governmental Authority (as defined in the Separation and Distribution Agreement).

ARTICLE 5

ADJUSTMENTS OF RENT

5.1 Definitions as used herein:

(a) “ Taxes ” shall mean (1) the amount finally determined to be legally payable, by legal proceedings or otherwise, of all real estate taxes or other taxes imposed in substitution thereof, assessments (including for any business improvement district), and other governmental impositions and charges of every kind whatsoever, nonrecurring as well as recurring, special or extraordinary as well as ordinary, foreseen and unforeseen, and each and every installment thereof, which shall be levied, assessed or imposed, or become due and payable or become liens upon, or arise in connection with the use, occupancy or possession of, the Campus or any part thereof or interest therein during the term of this Lease, and (2) all costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by Landlord in contesting the assessment of the Campus for real estate tax purposes or in otherwise contesting the amount of any of the real estate taxes or other governmental charges described above. If, due to a change in the method of taxation, a new or additional tax, however designated, shall be levied against Landlord, and/or the Campus, in addition to or in substitution, in whole or in part, for any tax which would otherwise constitute “Taxes”, or in lieu of additional Taxes, such tax or imposition shall be deemed for the purposes hereof to be included within the term “Taxes”. “Taxes” shall not include (i) any succession, gains, recording, income, franchise, transfer, inheritance, capital stock, excise, excess profits, occupancy or rent, gift, estate, foreign ownership or control, payroll or stamp tax of Landlord or any superior party (except as expressly set forth in the preceding sentence), (ii) any other tax, assessment, charge or levy on the rent reserved under this Lease (other than any commercial occupancy taxes payable by Tenant) or (iii) any other tax, assessment, imposition or other charge that is levied, assessed or imposed upon any portion of the land or improvements that do not comprise the Campus.

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(b) “ Tax Base ” shall mean the Taxes for the fiscal year commencing on July 1, 2015 and ending on June 30, 2016.

(c) “ Tenant’s Proportionate Share ” shall mean forty-seven percent (47%).

(d) “ Tax Year ” shall mean each period of twelve months, commencing on the first day of July, in which occurs any part of the Term or such other period as may hereafter be adopted as the fiscal year for real estate tax purposes in Lancaster, Pennsylvania.

(e) “ Landlord’s Tax Statement ” shall mean an annual statement setting forth the amount payable by Tenant for a specified Tax Year pursuant to this Article 5 .

(f) “ Base Operating Expenses ” shall mean Operating Expenses for the 2015 calendar year. Attached hereto as Schedule 5.1 for informational purposes only is a statement setting forth the major line item expenses included in Landlord’s calculation of the Base Operating Expenses which Tenant has reviewed and approved.

5.2 Payments – Tax Escalations .

(a) If Taxes payable in any Tax Year shall exceed the Tax Base, Tenant shall pay as Additional Rent a sum (hereinafter referred to as “ Tenant’s Tax Payment ”) equal to Tenant’s Proportionate Share of the amount by which the Taxes for such Tax Year exceed the Tax Base in accordance with the terms of this Section 5.2 .

(b) At any time before or after the commencement of any Tax Year, Landlord may furnish to Tenant a statement (the “ Estimated Tax Statement ”) of Landlord’s reasonable estimate of Tenant’s Tax Payment for such Tax Year (the “ Tenant’s Estimated Tax Payment ”). The Estimated Tax Statement shall be accompanied by a copy of the tax statement or bill for the Taxes or all components thereof. If Landlord delivers to Tenant an Estimated Tax Statement with respect to any such Tax Year, subject to the terms of Section 5.2(c) , Tenant shall pay to Landlord, as Additional Rent, on account of Tenant’s Tax Payment due hereunder for such Tax Year (or prorated portion thereof) on the date which is the later to occur of (a) thirty (30) days after receipt of Landlord’s Estimated Tax Statement, or (b) fifteen (15) days prior to the date on which the applicable Taxes or any component thereof or any installments thereof, are due to the applicable taxing authority (such earlier date, the “ Tax Due Date ”).

(c) If during any Tax Year the last-issued Estimated Tax Statement for such Tax Year is inaccurate in any respect, Landlord shall promptly issue a revised Estimated Tax Statement. If there shall be any increase in Taxes for any Tax Year as indicated on a revised Estimated Tax Statement, Tenant shall pay to Landlord the amount shown on the revised Estimated Tax Statement on or before the applicable Tax Due Date. Subject to the provisions of the last sentence of this Section 5.2(c) , if there shall be any decrease in Taxes for any Tax Year as indicated on a revised Estimated Tax Statement, such that Tenant shall have overpaid Tenant’s Tax Payment for the Tax Year in question, then (1) if such decrease will give rise to a credit issued by the taxing authority against future Taxes, Landlord shall credit Tenant’s

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Proportionate Share of the amount of such credit, as and when received by Landlord, against the next subsequent payments of rent until such credit is fully applied, or (2) if such decrease will give rise to a cash refund from the taxing authority to Landlord, Landlord shall refund to Tenant within thirty (30) days after receipt of such refund by Landlord, the amount of such overpayment on the revised Estimated Tax Statement for such Tax Year. If, at the time Landlord receives any such credit or refund, Tenant is then in monetary default or material non-monetary default under this Lease, in each case, beyond the expiration of any applicable notice and/or cure period, Landlord may offset the amount of such credit or refund payable to Tenant against amounts properly due and owing by Tenant to Landlord.

(d) Landlord shall within sixty (60) days after the end of such Tax Year issue a statement of Taxes for such Tax Year, including a computation of Tenant’s Tax Payment for such Tax Year (a “ Tax Statement ”). If Tenant shall have overpaid Taxes or any component thereof for any Tax Year, Landlord, at its option, shall, subject to the last sentence of Section 5.2(c) hereof, either refund the amount overpaid to Tenant together with delivery of the Tax Statement or allow Tenant a credit against the next subsequent payments of Rent in the amount of Tenant’s overpayment of Taxes. If Tenant shall have underpaid Taxes for any Tax Year, Tenant shall pay to Landlord an amount equal to the amount of such underpayment of Tenant’s Tax Payment with respect to such Tax Year within thirty (30) days after receipt of the applicable Tax Statement.

(e) If the Tax Year shall be changed during the Term, any Taxes for such fiscal year, a part of which is included within a particular Tax Year and a part of which is not so included, shall be equitably apportioned.

(f) If the Tax Base is reduced as a result of a certiorari proceeding or otherwise, the Taxes as so reduced shall for all purposes be deemed to be the Taxes comprising the Tax Base and Landlord shall give notice thereof to Tenant but such reduction shall not increase any Tenant’s Tax Payment previously paid by Tenant for any period prior to the effective date of the reduction of the Tax Base as aforesaid.

(g) Only Landlord shall be eligible to institute tax reduction or other proceedings to reduce the assessed valuation of the Campus. If Landlord shall receive a refund or credit of Taxes for any Tax Year subsequent to the date of the Tax Statement for such Tax Year but subject to the last sentence of Section 5.2(c) , Landlord shall either pay to Tenant, or, at Landlord’s election, credit against the next due payments under this Section 5.2 an amount equal to Tenant’s Proportionate Share of the refund, but such amount shall not exceed Tenant’s Tax Payment paid for such Tax Year. Provided Tenant is not then in default beyond the expiration of any applicable notice and/or cure period, any credit or refund due Tenant at the expiration or sooner termination of the Term of this Lease shall be paid to Tenant within thirty (30) days after the expiration or sooner termination of this Lease. Nothing herein shall obligate Landlord to file any application or institute any proceeding seeking a reduction in Taxes or assessed valuation.

5.3 Payments – Operating Expenses .

(a) “ Operating Expenses ” shall mean the aggregate of all costs and expenses (including taxes (other than Taxes)) paid or incurred by or on behalf of Landlord (whether

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directly or through independent contractors) in connection with the operation and maintenance of the Campus, except as provided herein. Operating Expenses shall be calculated on the accrual basis of accounting and shall, include, without limitation, but subject to the limitations set forth herein, the following expenses:

(i) salaries, wages, pension and welfare payments or contributions and all medical, insurance and other fringe benefits paid to, for or with respect to all persons (whether they be employees of Landlord or any independent contractor) for their services in the operation (including, without limitation, security services), maintenance, repair or cleaning of the Campus, and payroll taxes, workers’ compensation, and uniforms for such persons;

(ii) payments under service contracts with independent contractors for operating (including, without limitation, providing security services), maintaining, repairing, or cleaning the Campus or any portion thereof or any fixtures or equipment therein and any payments associated with the services provided by or on behalf of Landlord to the Common Areas in accordance with the terms of this Lease;

(iii) except to the extent directly billed to Tenant, all costs or charges for steam, electricity water and heating, ventilation and air-conditioning service (“ HVAC ”) furnished to the Campus and/or used in the operation of the Campus, including any taxes on any such utilities;

(iv) all costs and expenses for repairs, replacements, capital expenditures and capital improvements which are reasonable and necessary (determined by the Landlord in good faith and consistent with past practices) for the continued operation of the Campus, except that in the case of capital expenditures and capital improvements, Operating Expenses shall only include the amortized cost thereof based on their useful life and a discount rate equal to the Interest Rate at the time of Landlord having incurred said expenditure;

(v) cost of lobby decoration, and painting and decoration of non-tenant areas within the Campus;

(vi) cost of snow removal and landscaping in and about the Campus;

(vii) cost of building and cleaning supplies and equipment, cost of replacements for tools, equipment, bulbs, light fixtures, tubes, lamps, starters and ballasts used in the operation, maintenance and repair of the Campus and charges for telephone service for the Campus;

(viii) financial expenses incurred in connection with the operation of the Campus, such as insurance premiums, including, without limitation, liability insurance, fire and other casualty insurance, rent insurance and any other insurance that is then generally carried by owners of similar properties in similar geographic areas or may be reasonably required by the holder of any mortgage on the Campus or any portion thereof, reasonable attorneys’ fees and disbursements, auditing and other professional fees and expenses, association dues and other ordinary and customary financial expenses incurred in connection with the operation of the Campus;

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(ix) rental payments made for equipment used in the operation and maintenance of the Campus;

(x) the cost of governmental licenses and permits, or renewals thereof, necessary for the operation of the Campus; and

(xi) all other reasonable and necessary expenses paid in connection with the operation, maintenance, repair and cleaning of the Campus which are properly chargeable against income.

The following costs and expenses shall be excluded from Operating Expenses or Operating Expenses shall be limited as provided herein:

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(b) For each calendar year during the term of this Lease, Tenant shall pay to Landlord as Additional Rent for the Premises, in accordance with the terms of this Section 5.3 , an amount (“ Tenant’s Operating Expense Payment ”) equal to Tenant’s Proportionate Share of the amount by which Operating Expenses for such calendar year exceed Base Operating Expenses (such excess being referred to herein as the “ Operating Excess ”).

(c) Following the end of each calendar year, Landlord shall furnish to Tenant a written statement (“ Landlord’s Operating Statement ”) in reasonable detail covering the calendar year just expired showing: (A) with respect to the Operating Expenses, (i) the Operating Expenses for such calendar year, (ii) the amount of Tenant’s Proportionate Share of the Operating Excess for such year, (iii) payments, if any, made by Tenant with respect to the Operating Excess, and (iv) the Monthly Operating Expense Payment Amount (as defined below) for the calendar year immediately following the calendar year that just expired and (B) if there are any Third Party Leases in effect during the calendar year just expired, (i) the Net Third Party Rents actually received during such calendar year, and (ii) the Minimum Rent and Additional Rent payments, if any, made by Tenant for such year. Landlord shall use reasonable efforts to deliver to Tenant Landlord’s Operating Statement within one hundred twenty (120) days following the expiration of the applicable calendar year without being obligated to incur any commercially unreasonable costs in connection therewith, it being agreed that Landlord shall have no liability to Tenant if Landlord fails for any reason to deliver to Tenant any Landlord’s Operating Statement prior to such date for any reason.

(d) On account of its obligations in respect of Operating Expenses, Tenant shall pay to Landlord, monthly, in advance, together with each monthly installment of Minimum

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Rent, an amount (the “ Monthly Operating Expense Payment Amount ”) equal to one-twelfth (1/12th) of Tenant’s Proportionate Share of the Operating Excess for the preceding lease year excluding any extraordinary Operating Expenses incurred during the preceding calendar year that Landlord does not reasonably anticipate will be incurred during the then-current lease year; provided however, that in no event shall the foregoing limit Tenant’s obligation to make any payments to Landlord under Section 5.3(e) in the event Landlord subsequently incurs such extraordinary Operating Expenses during the applicable calendar year. Landlord’s determination of the Monthly Operating Expense Payment Amount for the applicable year shall be reflected in Landlord’s Operating Statement.

(e) In the event Landlord furnishes Landlord’s Operating Statement subsequent to the commencement of the applicable calendar year, then (a) until the first day of the month following the month in which Landlord’s Operating Statement is furnished to Tenant, Tenant shall continue to pay to Landlord on the first day of each month an amount equal to the Monthly Operating Expense Payment Amount as reflected on the most recent Landlord’s Operating Statement delivered to Tenant, (b) after such Landlord Operating Statement is furnished to Tenant or together therewith, Landlord shall give notice to Tenant stating whether the installments of Tenant’s Operating Expense Payment previously made for such calendar year pursuant to clause (a) of this sentence were greater or less than the installments of Tenant’s Operating Expense Payment to be made for such calendar year in accordance with such Landlord Operating Statement, and (1) if there shall be a deficiency, Tenant shall pay the amount thereof within thirty (30) days after demand therefor or (2) subject to the provisions of the last sentence of Section 5.3(f) , if there shall have been an overpayment, Landlord shall, at Landlord’s option, pay to Tenant together with such notice, or credit against the next subsequent payments of rent, the amount thereof. The Monthly Operating Expense Payment Amount reflected on Landlord’s Operating Statement for the applicable calendar year may be adjusted by Landlord once a year to account for any increases in Operating Expenses that Landlord actually incurs during such calendar year and which were not reasonably anticipatable based on Landlord’s past practices if such increases result in a variance of ten percent (10%) or more in Operating Expenses required to be paid by Landlord, by furnishing to Tenant a written statement explaining the basis for the revision together with Landlord’s reasonable estimate of the revised Monthly Operating Expense Payment Amount.

(f) If Landlord’s Operating Statement shall indicate any overpayment or deficiency, then Landlord or Tenant, as the case may be, shall pay the same to the party entitled to the same within thirty (30) days after delivery of Landlord’s Operating Statement or, in the case of sums payable to Tenant, at Landlord’s option and subject to the terms of this Section 5.3(f) , Tenant shall be granted a credit for the amount of the overpayment made by Tenant, to be applied against the next due payments of rent. If, at the time Tenant becomes entitled to any refund or credit of rent, Tenant is then in monetary default or material non-monetary default under this Lease, in each case, beyond the expiration of any applicable notice and/or cure period, Landlord may offset the amount of such credit or refund payable to Tenant against amounts properly due and owing by Tenant to Landlord. Provided Tenant is not then in default beyond the expiration of any applicable notice and/or grace period, any credit or refund due Tenant at the expiration or sooner termination of the Term of this Lease shall be paid to Tenant within thirty (30) days after the expiration or sooner termination of this Lease.

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5.4 In the event that the date of the expiration or other termination of this Lease shall be a day other than the last day of a Tax Year or a calendar year, then, in such event, in applying the provisions of this Article 5 with respect to any Tax Year (for the purpose of calculating Tenant’s share of Taxes) or calendar year (for the purpose of calculating Tenant’s share of Operating Expenses), appropriate pro rata adjustments in the escalation due hereunder shall be made to reflect the occurrence of such event on a basis consistent with the principles underlying the provisions of this Article 5 taking into consideration that the expiration date of this Lease occurred during a partial lease year.

5.5 In no event shall the Minimum Rent ever be reduced by operation of this Article 5 . Landlord’s failure to render a Landlord’s Tax Statement with respect to any Tax Year or a Landlord’s Operating Statement with respect to any calendar year, respectively, shall not prejudice Landlord’s right to thereafter render a Landlord’s Tax Statement or Landlord’s Operating Statement with respect thereto or with respect to any subsequent Tax Year or calendar year provided that such Landlord’s Tax Statement or Landlord’s Operating Statement, as applicable, shall have been given to Tenant within two (2) years after the expiration of the Tax Year or calendar year in question, as applicable.

5.6 Each of Landlord’s Tax Statements and Landlord’s Operating Statements shall be conclusive and binding upon Tenant unless (i) pending the determination of such dispute by agreement or otherwise, Tenant shall pay additional rent in accordance with the applicable Landlord’s Tax Statement and/or Landlord’s Operating Statement, as the case may be, without prejudice to Tenant’s position, and (ii) within one hundred twenty (120) days after receipt of such Landlord’s Tax Statement and/or Landlord’s Operating Statement, Tenant shall notify Landlord in writing that it disputes the correctness thereof, which notice shall specify the particular respects in which the disputed Statement is inaccurate to the extent known. Tenant shall have the right, during reasonable business hours and upon not less than ten (10) business days’ prior written notice to Landlord, to examine Landlord’s books and records with respect to any Landlord’s Tax Statement or Landlord’s Operating Statement, provided that (a) such examination is commenced within one hundred twenty (120) days and concluded within one hundred eighty (180) days following the rendition of the statement in question, (b) such examination may only be conducted by: (i) a certified public accountant or other qualified professional who is a member of an independent certified public accounting firm or other qualified professional services firm having at least twenty-five (25) professionals or (ii) an employee of Tenant, who, in each instance, is not (and whose firm is not) being compensated by Tenant or any other person or entity, in whole or in part, on a contingency basis and is not and has not during the Term been affiliated with, a shareholder, an officer, director, partner or employee of Landlord, and (c) upon Landlord’s request, Tenant and such accounting or other firm or employee of Tenant deliver a confidentiality agreement to Landlord with respect to such dispute and such examination in form and substance reasonably satisfactory to Landlord. In connection with any examination by Tenant of Landlord’s books and records, Tenant agrees to treat, and to instruct its employees, accountants and agents reviewing such records to treat, all information as confidential and not disclose it to any other person except as may be required by law or in connection with any dispute with Landlord under this Lease relating thereto. Each party shall be responsible for its own fees in connection with such dispute. If Landlord and Tenant are unable to resolve a dispute regarding Landlord’s Tax Statement or Landlord’s Operating Statement and provided that the amount that Tenant claims is due is substantially

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different from the amount Landlord claims is due, Tenant shall send a notice to Landlord, within one hundred twenty (120) days after the date on which the records are made available to Tenant in connection with the disagreement in question indicating that Tenant desires to have such disagreement determined by an Arbiter (as hereinafter defined) and setting forth the name of an individual proposed by Tenant to serve as Arbiter. If Landlord does not agree with Tenant’s selection of an Arbiter, Landlord and Tenant shall attempt to agree on another individual to serve as Arbiter, and if Landlord and Tenant shall be unable to agree upon the designation of the Arbiter within thirty (30) days after Landlord’s receipt of Tenant’s notice requesting the appointment of an Arbiter, then either party shall have the right to request the American Arbitration Association (or any organization which is the successor thereto) to designate an Arbiter. The “ Arbiter ” shall be a certified public accountant who is a member of an independent certified public accounting firm having at least twenty-five (25) accounting professionals. The Arbiter’s determination, made in accordance with this Section 5.6 , shall be conclusive and binding upon the parties; it being understood that if the amount Tenant claims is due is not substantially different from the amount Landlord claims is due, then Tenant shall have no right to protest such amount and shall pay the amount that Landlord claims is due to the extent not theretofore paid. If the determination of the Arbiter shall substantially confirm the determination of Landlord, then Tenant shall pay the cost of the Arbiter. If the Arbiter shall substantially confirm the determination of Tenant, then Landlord shall pay the cost of the Arbiter. In all other events, the cost of the Arbiter shall be borne equally by Landlord and Tenant. In rendering such determination such Arbiter shall not add to, subtract from or otherwise modify the provisions of this Lease. Pending the resolution of any contest pursuant to this Section 5.6 , and as a condition to Tenant’s right to prosecute such contest (but without prejudice to Tenant’s position), Tenant shall pay all sums required to be paid in accordance with Landlord’s Operating Statement or Landlord’s Tax Statement in question. The term “substantially different”, as used in this Section 5.6 , shall mean a variance of five percent (5%) or more of the amount required to be paid by Tenant pursuant to Landlord’s Operating Statement or Landlord’s Tax Statement in question and the term “substantially confirm”, as used in this Section 5.6 , shall mean a variance of less than five percent (5%) of the amount required to be paid by Tenant pursuant to Landlord’s Operating Statement or Landlord’s Tax Statement in question.

5.7 Landlord’s and Tenant’s obligations under this Article 5 shall survive the expiration or earlier termination of the term of this Lease.

ARTICLE 6

LATE PAYMENT CHARGE

6.1 If Tenant shall fail to make any payment of Minimum Rent or Additional Rent for more than five (5) days after the same is due and payable, Tenant shall pay a late payment charge of $.05 for each $1.00 which remains unpaid to compensate Landlord for additional expenses in processing such late payment. In addition, if Tenant fails to pay any Minimum Rent or Additional Rent when due, Tenant shall pay interest thereon from the date due until the date paid at an annual rate equal to the Prime Rate plus one percent (1%) per annum but not in excess of the maximum amount permitted by law to be charged to Tenant, and such interest shall be deemed to be Additional Rent hereunder.

6.2 If any check of Tenant shall be returned for insufficient funds, there shall be an additional charge to Tenant of $150.00 and, thereafter, at the request of Landlord, Tenant shall make all payments required hereunder by certified or official bank check only.

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ARTICLE 7

ALTERATIONS

7.1 Tenant shall make no alterations, installations, additions or improvements (collectively, “ Alterations ”) in or to the Premises or the Licensed Space of any nature without Landlord’s prior consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that with respect to Alterations which are structural in nature or which would adversely affect (i) a Building’s base mechanical, electrical, fire protection, plumbing, HVAC systems or structure, (ii) the use by Landlord or any tenant of their respective premises, or (iii) Landlord’s insurance rates as determined by Landlord’s property insurance carrier, then Landlord may withhold, condition or delay its consent in its sole and absolute discretion. Any Alterations to be performed by Tenant may only be performed by using contractors or mechanics from Landlord’s approved list of contractors or such other reputable contractors or mechanics as Landlord shall approve (which approval shall not be unreasonably withheld, conditioned or delayed), it being agreed, however, that Tenant must use Landlord’s designated contractor for any Alterations relating to fire safety or structural changes. Tenant agrees that all Alterations shall be performed by Tenant in accordance with all applicable Legal Requirements (including, without limitation, the Americans with Disabilities Act of 1990 and all regulations issued thereunder) and the Campus policies then in effect. Tenant agrees to use a reputable engineer and architect licensed in the Commonwealth of Pennsylvania approved by Landlord (which approval shall not be unreasonably withheld, conditioned or delayed) for the preparation of all construction documents and drawings pertaining to any Alterations and to file all plans with and obtain all required permits from appropriate governmental authorities. Notwithstanding the foregoing, prior to the commencement of any Alteration, Tenant shall provide Landlord’s designated engineer any construction documents or drawings prepared by or on behalf of Tenant in connection with any Alteration that affects a Building’s base mechanical, electrical, fire protection, plumbing, HVAC systems or structure, recognizing that the integrity of the Building’s systems shall be maintained through such review by the Building engineer. Tenant’s architect shall file all required architectural drawings and obtain all necessary permits at Tenant’s cost. Upon receipt thereof, Tenant shall promptly submit to Landlord, copies of all approved plans, permits, applications, final approvals and sign-offs.

7.2 Notwithstanding anything to the contrary contained in this Article 7 , Landlord’s consent shall not be required with respect to (i) decorative alterations such as painting, wall coverings and floor coverings (“ Decorative Alterations ”) or (ii) non-structural Alterations by Tenant which (a) shall be located wholly within the Premises, (b) shall not affect the structural integrity of the Building or the operation of the HVAC, plumbing, electrical, or water and sewer systems of the Building, (c) are not visible from outside of the Premises, and (d) do not cost more than $50,000 for any single Alteration, provided, in each instance that (1) such Alterations shall otherwise be performed in accordance with all of the terms and conditions of this Lease, (2) Tenant gives Landlord at least ten (10) days’ prior notice of such work and, for informational purposes, the plans and specifications therefor but only to the extent the same would be

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customarily prepared or be required to be prepared in order to obtain any necessary permits, (3) such Alteration shall be performed in a good and workmanlike manner, (4) Tenant is not in default or default under this Lease beyond the expiration of any applicable notice and/or cure period, and (5) such Alterations do not adversely affect Landlord’s insurance rates as determined by Landlord’s property insurance carrier.

7.3 Except for the Excluded FF&E (as hereinafter defined), trade fixtures that are installed by or on behalf of Tenant at Tenant’s sole cost and expense during the Term, and moveable furniture and equipment purchased by Tenant at its sole cost and expense (collectively, “ Tenant’s Property ”), all fixtures and all paneling, partitions, railings and like installations, installed in the Premises and Licensed Space at any time (whether prior to or during the applicable term thereof), either by Tenant or by Landlord on Tenant’s behalf, shall, upon installation, become the property of Landlord and, subject to the provisions of Section 7.5 , Article 36 and Article 40 below, shall remain upon and be surrendered with the Premises or the Licensed Space, as applicable. Nothing in this Article 7 shall be construed to give Landlord title to or to prevent Tenant’s removal of Tenant’s Property, but upon removal of any such items of Tenant’s Property from the Premises or upon removal of other installations as may be required pursuant to the terms hereof, Tenant shall promptly and at its expense, and repair any damage to the Premises or the Building due to such removal. All property permitted or required to be removed by Tenant at the end of the term remaining in the Premises after Tenant’s removal shall be deemed abandoned and may, at the election of Landlord, either be retained as Landlord’s property or may be removed from the Premises by Landlord at Tenant’s expense.

7.4 Tenant shall, before making any Alterations, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and (upon completion) certificates of final approval thereof and shall deliver promptly duplicates of all such permits, approvals and certificates to Landlord. If any mechanic’s lien is filed against the Premises or any Building for work claimed to have been performed by or on behalf of Tenant (but not by Landlord) or for materials claimed to have been furnished to Tenant (but not by Landlord), it shall be discharged by Tenant within thirty (30) days after Tenant receives notice thereof (from whatever source), at Tenant’s expense, by filing the bond required by law or payment or otherwise. If Tenant fails to discharge such lien within such thirty (30) day period, then Landlord shall have the right to discharge same (by filing the bond required by law or by payment in full of the mechanic’s lien or otherwise) and Landlord’s costs and expense in obtaining such discharge shall be repaid in full by Tenant to Landlord as additional rent within twenty (20) days after demand therefor.

7.5 As to any Alteration allowed to be made by Tenant pursuant to this Lease, Tenant shall not be required to remove such Alterations at or prior to the expiration or earlier termination of this Lease unless (i) at the time Landlord approves the plans and specifications for any such proposed Alterations, Landlord specifically designates those items it reserves the right to require Tenant to remove at the end of the Term or (ii) Landlord, by notice to Tenant no later than sixty (60) days prior to the stated Expiration Date, directs Tenant to remove such items from the Premises, in which event, the same shall be removed from the Premises by Tenant prior to the expiration of this Lease at Tenant’s sole cost and expense, and Tenant shall, at its sole cost and expense, restore the Premises with respect thereto to the same condition as that which existed on the Commencement Date, reasonable wear and tear excepted.

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7.6 Tenant agrees that with respect to the performance of any Alterations in the Premises, Tenant shall pay to Landlord, as additional rent hereunder, promptly upon being billed therefor, Landlord’s reasonable out-of-pocket and other expenses including, without limitation, the fees of any architect, engineer or expeditor employed or hired by Landlord, indirect costs, costs of field supervision and coordination incurred by Landlord; it being agreed that Tenant shall not be obligated to pay any such indirect costs or costs of field supervision and coordination in connection with Tenant’s Initial Work.

7.7 (a) Before proceeding with any Alteration estimated to cost in excess of $50,000.00 (other than Decorative Alterations), Tenant shall furnish to Landlord one of the following: (i) a cash deposit or (ii) a performance bond and a labor and materials payment bond (issued by a corporate surety licensed to do business in Pennsylvania reasonably satisfactory to Landlord), (iii) an irrevocable, unconditional, negotiable letter of credit, issued by and drawn on a bank or trust company which is a member of the Clearing House in a form reasonably satisfactory to Landlord; each in an amount equal to one hundred twenty-five (125%) percent of the estimated cost of the Alteration or (iv) such other security as Landlord may be reasonably acceptable to Landlord.

(b) Upon (i) the completion of the Alteration in accordance with the terms of this Article 7 and (ii) the submission to Landlord of proof evidencing the payment in full for said Alteration including, but not limited to, delivery of a waivers of mechanic liens, the security deposited under Section 7.7(a) with Landlord (or the balance of the proceeds thereof, if Tenant has furnished cash or a letter of credit and if Landlord has drawn on the same) shall be returned to Tenant.

(c) Upon Tenant’s failure to properly perform, complete and fully pay for the said Alteration, as reasonably determined by Landlord, Landlord shall be entitled to draw on the security deposited under Section 7.7(a) to the extent it deems necessary to complete any incomplete Alteration or otherwise hazardous condition, to effect any necessary restoration and/or protection of the Premises or the Property and to apply such funds to the payment or satisfaction of any costs, damages or expenses in connection with the foregoing and/or Tenant’s obligations under this Article 7 and this Lease relating to Alterations and repairs, including the satisfaction of any mechanic’s lien.

7.8 All Alterations shall be performed by Tenant in compliance with all applicable requirements of insurance bodies and with Legal Requirements and the same shall be diligently performed in a good and workmanlike manner.

7.9 Tenant agrees that Tenant will not at any time during the term hereof, either directly or indirectly, use any contractors and/or labor and/or materials if the use of such contractors and/or labor and/or materials would or will create any difficulty with other contractors and/or labor engaged by Tenant or Landlord or others in the performance of any work at a Building or any part thereof.

7.10 Tenant shall cause each contractor to carry personal injury and property damage and general liability insurance for any occurrence in or about the applicable Building in a combined single limit of not less than $2,000,000. Before commencing any work or delivering

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material to the applicable Building, each such contractor shall deliver certificates evidencing such insurance to Landlord and naming Landlord as an insured party under the policy. Each contractor performing work at the applicable Building shall also carry workmen’s compensation insurance in statutory limits covering all persons employed in connection with the work for death or injury. Notwithstanding the foregoing, the obligation for a contractor to carry the insurance under this Section 7.10 shall be waived by Landlord to the extent such Alteration constitutes a Decorative Alteration and such waiver is consistent with past practice in Landlord’s reasonable determination.

7.11 Tenant and all contractors shall comply promptly with the procedures and regulations reasonably prescribed by Landlord for the use of the freight elevators and the other Common Areas; it being that the foregoing is not intended to imply that Tenant or its contractors have the right to use any such areas if the same is prohibited by any other provisions of this Lease.

7.12 No approval or deemed approval of any plans or specifications by Landlord or consent by Landlord allowing Tenant to make any improvements (including Tenant’s Initial Work) or any inspection of improvements made by or for Landlord shall in any way be deemed to be an agreement by Landlord that the contemplated improvements comply with any Legal Requirements or insurance requirements or the certificate of occupancy for the applicable Building nor shall it be deemed to be a waiver by Landlord of the compliance by Tenant of any provision of this Lease.

7.13 Provided Tenant is not in default hereunder beyond the expiration of any applicable notice and/or cure period, Landlord shall promptly after Tenant’s request, at no out of pocket cost, expense or liability to Landlord, cooperate with and assist Tenant in all reasonable respects in attempting to procure all permits and approvals that may be required for the performance of any approved or otherwise permissible Alterations to be performed by Tenant provided that any applications and other documents comply in all respects with all Legal Requirements and the applicable provisions of this Lease; provided, however, as to any such request, the subject matter thereof and/or the work contemplated thereby shall not constitute (or, if effectuated by Tenant, would not constitute) a breach by Tenant of any of its obligations under this Lease. Nothing contained in this Lease shall be deemed or construed as a representation, warranty, or guaranty of any nature whatsoever, that any such permit, approval, certificate, or application, plans or other document is, or will be made, available to Tenant (or approved) by the applicable governmental authority notwithstanding the cooperation of Landlord as set forth above or in any other provision of this Lease.

ARTICLE 8

REPAIRS; SERVICES PROVIDED BY LANDLORD

8.1 Repairs . (a) Except for repairs required to be made by Tenant in accordance with the terms hereof, Landlord shall make all repairs and replacements, structural and otherwise, necessary or desirable in order to keep in good order and repair (the need for which Landlord shall have knowledge) all structural portions of the Buildings comprising the Premises (including, without limitation, any roofs, foundation, footings, exterior walls, load bearing

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columns and floor slabs), the Building systems that service the Premises, the Common Areas, the Licensed Space, the exterior walls of the Premises, the windows of the Premises and the air conditioning systems and equipment as presently exist in the Premises. Tenant agrees to notify Landlord of the necessity of repairs of which Tenant may have knowledge, for which Landlord may be responsible under the provisions of the preceding sentence. In performing any such repairs Landlord agrees to use commercially reasonable efforts to (i) perform the same with due diligence and continuity and (ii) minimize interference with Tenant’s use and occupancy of the Premises; provided that in no event shall Landlord be required to utilize overtime or premium pay labor or incur any extraordinary costs in connection therewith.

(b) Subject to Section 8.1 hereof, Tenant shall, throughout the term of this Lease, take good care of the Premises, the fixtures and equipment therein and any Alterations, and at Tenant’s sole cost and expense, make all repairs thereto as and when needed to preserve them in good working order and condition, reasonable wear and tear, obsolescence and damage from the elements, fire or other casualty, excepted.

(c) Notwithstanding anything to the contrary contained herein, all damage or injury to the Property, the Common Areas, the Licensed Space or to the fixtures, equipment and appurtenances therein, whether requiring structural or non-structural repairs, caused by or resulting from (i) the omission, neglect or improper conduct of Tenant, Tenant’s servants, employees, invitees, guests or licensees, (ii) any Alterations, and/or (iii) the moving of Tenant’s fixtures, furniture or equipment, shall be repaired promptly by Tenant at its sole cost and expense, to the satisfaction of Landlord reasonably exercised (except that Landlord may elect to perform such repairs on behalf of Tenant upon prior written notice to Tenant, and the expenses thereof incurred by Landlord shall be collectible as additional rent within twenty (20) days after rendition of a bill or statement therefor). All the repairs required to be made by Tenant hereunder shall be of quality or class equal to the original work or construction. Except as specifically provided in Article 12 of this Lease, there shall be no allowance to Tenant for a diminution of rental value and no liability on the part of Landlord by reason of inconvenience, annoyance or injury to business arising from Landlord, Tenant or others making or failing to make any repairs, alterations, additions or improvements in or to any portion of the Building, Premises, the Common Areas, the Licensed Space or in and to the fixtures, appurtenances or equipment thereof. The provisions of this Article 8 with respect to the making of repairs shall not apply in the case of fire or other casualty which are dealt with in Article 12 hereof.

8.2 HVAC . Landlord shall supply heating, ventilation, and air conditioning to the Premises, the Licensed Space and the Common Areas. No representation is made by Landlord with respect to the adequacy or fitness of such air conditioning or ventilation to maintain temperatures as may be required for, or because of, the operation or use of any computer, data processing or other equipment of Tenant and whether air conditioning or ventilation is required for any such purpose and Landlord assumes no responsibility, and shall have no liability, for any loss or damage, however sustained, in connection therewith.

8.3 Water . Landlord shall furnish adequate hot and cold water for normal drinking, lavatory, and normal cleaning purposes. If Tenant uses water for any other purpose, Landlord may install and maintain, at Tenant’s expense, meters to measure Tenant’s consumption of cold water and/or hot water for such other purpose. Tenant shall reimburse Landlord on demand for the cost of cold water and hot water shown on such meters.

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8.4 Cleaning . Landlord shall cause the Premises, the Licensed Space and the Common Areas to be cleaned. Tenant shall pay to Landlord, within twenty (20) days after demand, the reasonable out of pocket costs incurred by Landlord for (i) extra cleaning work in the Premises, the Licensed Space and the Common Areas required because of (1) the act, omission, misuse or neglect of or by Tenant or any subtenant or licensee, or their respective employees, agents, contractors or invitees, (2) use of portions of the Premises or the Licensed Space for special purposes requiring greater or more difficult cleaning work than required in normal and customary uses, (3) interior glass partitions or unusual quantity of interior glass surfaces, and (4) special materials or finishes on items installed by Tenant or any other occupant of the Premises or the Licensed Space, (ii) collection and removal from the Premises, the Licensed Space and the Property of any refuse or rubbish of Tenant in excess of ordinary commercial waste. Landlord’s cleaning contractor and its employees shall have afterhours access to the Premises and the Licensed Space and the use, at no cost to Landlord or its cleaning contractor, of Tenant’s light, power and water in the Premises and the Licensed Space as may be required for the cleaning services to be furnished by Landlord.

8.5 Electricity .

(a) Landlord will furnish electricity to Tenant through presently installed electrical facilities for Tenant’s reasonable use of such lighting, electrical appliances, air conditioning systems and equipment as exist on the date hereof, and subject to Landlord consent, such other equipment as Tenant may be permitted to install in the Premises and the Licensed Space, which consent shall be in Landlord’s reasonable determination solely with respect to installations that Tenant proposes to install in the Premises. Tenant agrees that at all times its use of electrical current shall never exceed the electrical capacity of the existing feeders to the applicable Building or the existing risers or the wiring installations serving the applicable portion of the Premises or the Licensed Space, as applicable. Subject to the terms of Section 8.9 , Landlord shall not be liable in any way to Tenant for any failure or defect in the supply or character of electric energy, or other utilities furnished to the Premises or the Licensed Space. Any additional risers, feeders, or other equipment proper or necessary to supply Tenant’s electrical requirements with respect to the Premises, upon written request of Tenant, will be installed by Landlord at the sole cost and expense of Tenant, if, in Landlord’s reasonable judgment, the same will not cause or create a hazardous condition or entail excessive or unreasonable alterations, repairs or expense or interfere with or disturb Landlord or any other tenants or cause permanent damage or injury to any Building.

(b) If required under applicable Legal Requirements and subject to the terms of Section 8.9 , Landlord shall be permitted to terminate the furnishing of electrical energy, upon at least thirty (30) days’ notice (provided that such longer notice as is reasonably feasible under the circumstances shall be given) to Tenant unless a shorter period of notice is required or necessitated by Legal Requirements. If Landlord shall so discontinue the furnishing of electrical energy, (a) Tenant shall arrange to obtain electrical energy directly from the public utility company or other service provider then furnishing electrical energy to the Buildings and, unless required by such Legal Requirements, Landlord shall not terminate such service until Tenant

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shall have obtained such direct service, (b) Landlord shall permit the existing feeders, risers, wiring and other electrical facilities serving the Premises to be used by Tenant for such purpose, (c) from and after the effective date of such discontinuance, Landlord shall not be obligated to furnish electric energy to Tenant, (d) subject to the terms hereof, Landlord shall not have liability to Tenant on account of such discontinuance and (e) Tenant shall install and maintain at locations in the Buildings reasonably selected by Landlord any necessary electrical meter equipment, panel boards, feeders, risers, wiring and other conductors and equipment which may be required to obtain electrical energy directly from the public utility or other service provider supplying the same; it being agreed that the reasonable out-of-pocket cost of any such installation shall be shared equally between Landlord and Tenant.

(c) Landlord shall be responsible for replacing all light bulbs, light fixtures, tubes, lamps, starters and ballasts required in the Premises and the Licensed Space.

8.6 Common Areas .

(a) Subject to the terms of Section 8.9(b) , Landlord shall be responsible for maintaining and furnishing the Common Areas in a manner that is generally consistent with past practice, subject to Landlord’s right to reallocate furniture and equipment in its reasonable discretion.

(b) Landlord shall station (i) one (1) receptionist at the reception desk located in the lobby of Building 402 and (ii) one (1) building manager on the premises of Building 402, in each case, from at least 8:00 AM until 5:00 PM on all Business Days, in each case in the manner consistent with past practices.

(c) Landlord shall provide Tenant with wireless internet access in the meeting rooms, the auditorium and the cafeteria located within the Common Areas.

8.7 Other Services . Landlord shall provide elevator service, security, landscaping and snow removal services to the Premises, the Licensed Space and the Common Areas.

8.8 No Other Services . Landlord shall not be required to furnish any services to the Premises, the Licensed Space and the Common Areas, except as specifically set forth in this Lease.

8.9 Standard of Services .

(a) Subject to Section 8.9(b) below, all of the services to be provided by Landlord under this Article 8 shall be provided in a manner that is generally consistent with past practice.

(b) Notwithstanding anything to the contrary contained herein, Landlord reserves the right to (i) stop or reduce any services to be provided by Landlord hereunder to the extent: (A) such stoppage or reduction is necessary by reason of accident or repairs, alterations, replacements or improvements to the Buildings, the Premises, the Licensed Space, the Common Areas, or Building systems for as long as may be reasonably required by reason thereof or by reason of strikes, accidents, laws, order or regulations or any other reason beyond the control of

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Landlord, provided that reasonable prior notice is delivered to Tenant (except in the case of an emergency) and that Landlord shall use reasonable efforts to minimize the duration of such stoppage or reduction of service without in any event being obligated to employ overtime labor or to incur any extraordinary costs in connection therewith or (B) a significant change has occurred in the underlying conditions that contributed or otherwise gave rise to Landlord’s carrying out the past practice, provided that with respect to clause (B) only, Landlord shall have delivered prior written notice to Tenant of its intent to terminate or modify such practice and the parties cooperate in good faith to agree on any modification or replacement (if applicable) to such practice and (ii) make reasonable modifications to a service being provided by Landlord upon prior written notice to Tenant so long as such modifications do not diminish the quality or quantity of the applicable service beyond a de minimis amount.

ARTICLE 9

REQUIREMENTS OF LAW, FIRE INSURANCE, FLOOR LOAD

9.1 Prior to the commencement of the Term, if Tenant is then in possession or otherwise given access to the Premises or the Licensed Space and at all times thereafter during the applicable term thereof, Tenant, at Tenant’s sole cost and expense, shall promptly comply with all present and future Legal Requirements, whether or not arising out of Tenant’s use or manner of use thereof, or, with respect to the Buildings or Licensed Space, if arising out of Tenant’s particular use or manner of use of the Premises, the Licensed Space or the Buildings. Nothing herein shall require Tenant to make structural repairs or alterations under this Article 9 unless (i) the use of the Premises, the Licensed Space or the method of operation therein violated any such Legal Requirements or orders, rules, regulations or requirements with respect thereto, or (ii) the same relate or are otherwise necessary as a result of any Alterations. Tenant may, after securing Landlord to Landlord’s reasonable satisfaction against all damages, interest, penalties and expenses, including, but not limited to, reasonable attorneys’ fees and disbursements, by cash deposit or by surety bond in an amount and in a company reasonably satisfactory to Landlord, contest and appeal any such Legal Requirements, orders, rules, regulations or requirements provided same is done with all reasonable promptness and provided such appeal shall not subject Landlord to any civil liability, prosecution for a criminal offense or constitute a default under any lease or mortgage under which Landlord may be obligated, or cause the Premises, the Licensed Space or any part thereof to be condemned or vacated. Tenant shall not do or permit any act or thing to be done in or to the Premises or the Licensed Space which is contrary to Legal Requirements, or which will invalidate or be in conflict with public liability, fire or other policies of insurance at any time carried by or for the benefit of Landlord with respect to the Premises, the Licensed Space or the Buildings, or which shall or might subject Landlord to any liability or responsibility to any person or for property damage, nor shall Tenant keep anything in the Premises or the Licensed Space except as now or hereafter permitted by the Fire Department or other authority having jurisdiction, and then only in such manner and such quantity so as not to increase the rate for fire insurance applicable to the Building, nor use the Premises or the Licensed Space in a manner which will increase the insurance rate for the Campus, any Building or any property located therein over that in effect prior to the commencement of Tenant’s occupancy. Tenant shall pay all costs, expenses, fines, penalties, or damages, which may be imposed upon Landlord by reason of Tenant’s failure to comply with the provisions of this Article 9 . Tenant shall not place a load upon any floor of the Premises or Licensed Space

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exceeding the floor load per square foot area which it was designed to carry and which is allowed by law. Landlord reserves the right to prescribe the weight and position of all safes, business machines and mechanical equipment. Such installation shall be placed and maintained by Tenant, at Tenant’s expense, in settings sufficient, in Landlord’s reasonable judgment, to absorb and prevent vibration, noise and annoyance.

9.2 Subject to the terms of this Lease including, without limitation, Section 5.3 hereof, Landlord shall be responsible at its own cost and expense to comply with (or cause to be complied with) all Legal Requirements applicable to the Buildings which are not the obligation of Tenant hereunder; provided, however , that Landlord shall not have any liability to Tenant for any failure to comply with the foregoing obligation unless Landlord’s failure to comply with a particular Legal Requirement adversely affects (more than to a de minimis extent) Tenant’s use and enjoyment of the Premises and access thereto.

ARTICLE 10

SUBORDINATION

10.1 The rights of Tenant under this Lease shall be and are subject and subordinate at all times to all ground leases, and/or underlying leases, if any, now or hereafter in force against the Property, and to each and every mortgage that may now or hereafter be placed by Landlord on its interest in the Property, and to all increases, renewals, modifications, consolidations, replacements and extensions thereof. This Article 10 is self-operative and no further instrument of subordination shall be required. In confirmation of such subordination Tenant shall promptly execute such further instruments as may be reasonably requested by Landlord. Tenant hereby irrevocably appoints Landlord as attorney-in-fact for Tenant with full power and authority to execute and deliver in the name of Tenant any such instrument or instruments if Tenant fails to execute the same within ten (10) business days after request. To the extent not so provided by applicable Legal Requirements, in the event of the enforcement by such mortgagee or lessor of the remedies provided for by Legal Requirements or by the mortgage or lease, if such mortgagee or lessor or any successors or assigns of such mortgagee or lessor shall, at its or their sole option, succeed to the interest of Landlord under this Lease, whether through possessory or foreclosure action or a deed in lieu of foreclosure or otherwise, and this Lease shall not be terminated or affected by such foreclosure or any such proceedings, Tenant, at the election of such mortgagee or lessor or its successors or assigns, shall attorn to and recognize such mortgagee or lessor (or its successors or assigns) as its landlord upon the terms, covenants, conditions and agreements contained in this Lease to the same extent and in the same manner as if this Lease was a direct lease between such mortgagee or lessor (or its successors or assigns) and Tenant, except that such mortgagee or lessor (or its successors or assigns), whether or not it shall have succeeded to the interest of Landlord under this Lease, shall not (i) have any liability for refusal or failure to perform or complete any work required to be performed by Landlord under this Lease to prepare the Premises for occupancy in accordance with the provisions of this Lease or otherwise, (ii) be liable for any act, omission or default of any prior landlord under this Lease except for a default continuing after any such succession, (iii) be subject to any offsets, claims or defenses which shall have heretofore accrued to Tenant against any prior landlord under this Lease, (iv) be bound by any rent or additional rent which Tenant might have paid to any prior landlord for more than one (1) month in advance, (v) be liable for the return of any security deposit unless

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such security shall actually be received by such superior mortgagee or superior lessor and/or (vi) be bound by any cancellation, abridgement, surrender, modification or amendment of this Lease, without the prior written consent of such mortgagee or lessor or such successor in interest. Upon request by said successor in interest, Tenant shall execute and deliver an instrument or instruments confirming such attornment.

ARTICLE 11

PROPERTY LOSS, DAMAGE, REIMBURSEMENT, INDEMNITY

11.1 Subject to the terms of Section 12.6 , Landlord shall indemnify, defend and hold harmless Tenant and Tenant’s past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “ Tenant Party ”) (except to the extent any claim arises from the gross negligence or willful misconduct of Tenant or any Tenant Party) against and from all liabilities, obligations, damages, penalties, claims, costs and expenses including reasonable attorneys’ fees and disbursements, paid, suffered or incurred by the Tenant Party in connection with, relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication): (i) all claims of whatever nature against Tenant or any Tenant Party arising from any gross negligence or willful misconduct of Landlord, any Landlord Party (as hereinafter defined) or Landlord’s contractors, licensees, agents, servants, employees, invitees or visitors; (ii) the gross negligence or willful acts of Landlord, any Landlord Party and any of Landlord’s agents, contractors, employees, invitees, guests or licensees or any other person or entity claiming by, through or under Tenant; and (iii) any breach, violation or non-performance of any covenant, condition or agreement in this Lease set forth and contained on the part of Landlord to be fulfilled, kept, observed and performed. In case any action or proceeding is brought against Tenant by reason of any such claim, Landlord, upon notice from Tenant will, at Landlord’s expense, resist or defend such action or proceeding by counsel approved by Tenant in writing, such approval not to be unreasonably withheld or delayed (it being agreed that counsel to Landlord’s insurance carrier is acceptable). In connection with such indemnity, (a) Tenant shall endeavor to promptly notify Landlord of the relevant claim or action (it being agreed that the timing of said notice shall not be a condition to the effectiveness of the foregoing indemnity), (b) Tenant shall reasonably cooperate with Landlord in Landlord’s defense of such claim or action, provided that Tenant shall not incur any expense thereby, (c) prior to Tenant’s settlement of any such claim or action, Tenant shall request Landlord’s consent thereto, such consent not to be unreasonably withheld, conditioned or delayed and (d) if Landlord shall request that Tenant settle such claim or action, and Landlord shall deliver to Tenant the necessary funds to do so (together with all other amounts due or payable to Landlord in connection with this indemnity), Tenant shall accede to such request in any case where the only relief being sought by the claimant or plaintiff in any proposed settlement is monetary damages and Tenant and the Tenant Parties are absolutely and unconditionally released in connection therewith. If at any time any windows of the Premises are temporarily closed, darkened or bricked up (or permanently closed, darkened or bricked up, if required by law) for any reason whatsoever including, but not limited to Landlord’s own acts, Landlord shall not be liable for any damage Tenant may sustain thereby and Tenant shall not be entitled to any compensation therefor nor abatement or diminution of rent nor shall the same release Tenant from its obligations hereunder nor constitute an eviction.

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11.2 Subject to the terms of Section 12.6 , Tenant shall indemnify, defend and hold harmless Landlord and Landlord’s past, present and future directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “ Landlord Party ”) (except to the extent any claim arises from the gross negligence or willful misconduct of Landlord or any Landlord Party) against and from all liabilities, obligations, damages, penalties, claims, costs and expenses including reasonable attorneys’ fees and disbursements, paid, suffered or incurred by Landlord Party in connection with, relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication): (i) any breach by Tenant, Tenant’s agents, contractors, employees, invitees, guests or licensees, of any covenant or condition of this Lease on Tenant’s part to be performed; (ii) the gross negligence or willful misconduct of Tenant, any Tenant Party and any of Tenant’s agents, contractors, employees, invitees, guests or licensees or any other person or entity claiming by, through or under Tenant; (iii) the use or occupancy of the Premises, the Licensed Space and/or the Common Areas by Tenant, any Tenant Party or any person or entity claiming by, through or under Tenant; (iv) any acts, omissions or gross negligence of Tenant, any Tenant Affiliate or any such person or entity, or the contractors, agents, employees, invitees or licensees of Tenant or any such person or entity, in or about the Property, the Licensed Space or the Common Areas; or (v) any Alteration, work or thing whatsoever done, or any condition created by Tenant, any Tenant Affiliate or any such person or entity, or the contractors, agents, employees, invitees or licensees of Tenant or any such person or entity, in or about the Property, the Licensed Space or the Common Areas. Tenant shall pay to Landlord as Additional Rent, within twenty (20) days following rendition by Landlord to Tenant of bills or statements therefor, sums equal to all losses, costs, liabilities, claims, damages, fines, penalties and expenses referred to in this Section 11.2 . Tenant’s liability under this Lease extends to the acts and omissions of any subtenant, and any agent, contractor, employee, invitee or licensee of any subtenant or any person or entity claiming by, through or under any subtenant. In case any action or proceeding is brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord, will, at Tenant’s expense, resist or defend such action or proceeding by counsel approved by Landlord in writing, such approval not to be unreasonably withheld or delayed (it being agreed that counsel to Tenant’s insurance carrier is acceptable). In connection with such indemnity, (a) Landlord shall endeavor to promptly notify Tenant of the relevant claim or action (it being agreed that the timing of said notice shall not be a condition to the effectiveness of the foregoing indemnity), (b) Landlord shall reasonably cooperate with Tenant in Tenant’s defense of such claim or action, provided that Landlord shall not incur any expense thereby, (c) prior to Landlord’s settlement of any such claim or action, Landlord shall request Tenant’s consent thereto, such consent not to be unreasonably withheld, conditioned or delayed and (d) if Tenant shall request that Landlord settle such claim or action, and Tenant shall deliver to Landlord the necessary funds to do so (together with all other amounts due or payable to Landlord in connection with this indemnity), Landlord shall accede to such request in any case where the only relief being sought by the claimant or plaintiff in any proposed settlement is monetary damages and Landlord and parties related to Landlord are absolutely and unconditionally released in connection therewith.

11.3 Tenant shall look only to Landlord’s estate and interest in the Buildings (or the net proceeds of any sale thereof) for the satisfaction of Tenant’s remedies or for the collection of a judgment (or other judicial process) requiring the payment of money by Landlord in the event of any default by or liability of Landlord under this Lease, and no other property or assets of

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Landlord and no property of any officer, member, employee, director, shareholder, partner or principal of Landlord shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant’s remedies under or with respect to this Lease, the relationship of Landlord and Tenant hereunder or Tenant’s use or occupancy of the Premises or the Licensed Space.

11.4 Notwithstanding anything contained in this Lease to the contrary, neither Landlord nor Tenant shall be liable to the other in connection with any matter arising from or relating to this Lease for any consequential, special or indirect damages.

11.5 The provisions of this Article 11 shall survive the expiration or sooner termination of this Lease.

ARTICLE 12

DESTRUCTION, FIRE AND OTHER CASUALTY

12.1 If the Premises or any part thereof shall be damaged by fire or other casualty, Tenant shall give immediate notice thereof to Landlord and this Lease shall continue in full force and effect except as hereinafter set forth.

12.2 If the Premises or any part thereof shall be damaged or rendered untenantable by fire or other casualty and this Lease is not terminated pursuant to any provision of this Article 12 , Landlord shall proceed, with reasonable diligence after the collection of the insurance proceeds attributable to such damage, to repair or cause to be repaired such damage to the Premises but only to the extent not a part of any Alterations or otherwise not the responsibility of Tenant under this Lease to construct, install, repair, replace and/or maintain. All repairs to the Premises required by reason of such fire or other casualty that are not the responsibility of Landlord hereunder shall be performed by Tenant, at its sole cost and expense, promptly and with due diligence unless this Lease shall have been terminated pursuant to this Article 12 , in which event Tenant need not make such repairs. Except as provided in Section 12.8 , the Minimum Rent and the Additional Rent payable under Article 5 shall be equitably abated to the extent that the Premises shall have been rendered untenantable, such abatement to be from the date of such damage to the date the repairs required hereinabove to be performed by Landlord shall have been substantially completed; provided, however, should Tenant reoccupy a portion of the Premises for the conduct of Tenant’s business prior to the date such repair work shall have been substantially completed, the Minimum Rent and the Additional Rent payable under Article 5 allocable to such reoccupied portion of the Premises, based upon the proportion which the occupied portion of the Premises bears to the total area of the Premises, shall be payable by Tenant from the date of such occupancy.

12.3 If the Premises are rendered wholly unusable or if a substantial part ( i.e. , more than seventy-five percent (75%)) of the Premises shall be damaged, either Landlord or Tenant may elect to terminate this Lease by notice to the other party given within ninety (90) days after such fire or casualty specifying a date for the expiration of this Lease, which date shall not be more than sixty (60) days after the giving of such notice, and upon the date specified in such notice the term of this Lease shall expire as fully and completely as if such date were the date set forth above for the expiration of this Lease and Tenant shall forthwith quit, surrender and vacate

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the Premises without prejudice however, to Landlord’s rights and remedies against Tenant under the provisions hereof in effect prior to such termination, and any rent owing shall be paid up to the date of such casualty and, provided Tenant is not otherwise in default hereunder beyond the expiration of any applicable notice and/or cure period, any payments of rent made by Tenant which were on account of any period subsequent to such date shall be returned to Tenant.

12.4 Notwithstanding anything herein to the contrary, if the Premises are totally or substantially damaged (or rendered unusable for the ordinary conduct of Tenant’s business) by a fire or other casualty at any time during the Term and provided this Lease is not terminated by Landlord or Tenant as provided in this Article 12 , if either (i) Landlord shall not have commenced repairs as provided in Section 12.2 within sixty (60) days after Landlord’s collection of insurance proceeds or (ii) Landlord has not completed the making of the repairs required by it to be made under Section 12.2 within twelve (12) months from the date of such fire or other casualty, with such additional time after such date, as shall equal the aggregate period Landlord may have been delayed in doing so by force majeure or adjustment of insurance, as applicable, Tenant, within twenty (20) days after the date on which such applicable time period expires, may serve notice on Landlord of its intention to terminate this Lease, and if within said twenty (20) day period, Landlord shall not have so commenced repairs or substantially completed the making of such required repairs, as the case may be, this Lease shall terminate on the expiration of such twenty (20) day period as if such termination date were the Expiration Date and Tenant shall forthwith quit, surrender and vacate the Premises without prejudice, however, to each party’s rights and remedies against the other under the provisions hereof in effect prior to such termination, and any rent owing shall be paid up to the date of such casualty and, provided that Tenant is not otherwise in default hereunder beyond the expiration of any applicable notice and/or cure period, any payments of rent made by Tenant which were on account of any period subsequent to such date shall be returned to Tenant.

12.5 Unless Landlord shall serve a termination notice as provided for herein or this Lease is terminated by Tenant pursuant to Section 12.3 or Section 12.4 , Tenant shall cooperate with Landlord’s restoration obligations by removing from the Premises as promptly as reasonably possible, all of Tenant’s salvageable inventory and movable equipment, furniture, and other property.

12.6 Nothing contained hereinabove shall relieve Tenant from liability that may exist as a result of damage from fire or other casualty. Notwithstanding the foregoing, each party shall look first to any insurance in its favor before making any claim against the other party for recovery for loss or damage resulting from fire or other casualty, and, except as provided in Section 12.8 , to the extent that such insurance is in force and collectible and to the extent permitted by law, Landlord and Tenant each hereby releases and waives all right of recovery against the other or any one claiming through or under each of them by way of subrogation or otherwise. The foregoing release and waiver shall be in force only if both releasors’ insurance policies contain a clause providing that such a release or waiver shall not invalidate the insurance and also, provided that such a policy can be obtained without additional premiums.

12.7 Tenant acknowledges that Landlord will not carry insurance on Tenant’s furniture, furnishings and other personal property or any Alterations installed by or on behalf of Tenant and agrees that Landlord will not be obligated to repair any damage thereto or replace the same

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and unless this Lease is terminated as provided in this Article 12 , Tenant shall promptly repair, restore and/or replace the same regardless if the insurance proceeds therefor are sufficient for the same.

12.8 Notwithstanding any of the foregoing provisions of this Article 12 , if and to the extent by reason of some wrongful act on the part of Tenant or any of its employees, agents, contractors, subcontractors, licensees or concessionaires after the occurrence of a casualty which wrongful act is not cured prior to the expiration of any applicable notice and/or cure period, either (i) Landlord shall be unable to collect all of the insurance proceeds (including rent insurance proceeds) applicable to damage or destruction of the Premises or any Building by fire or other casualty or (ii) the Premises or any Building shall be damaged or destroyed or rendered completely or partially untenantable on account of fire or other casualty, then, without prejudice to any other remedy which may be available against Tenant, (a) the abatement of rent provided for in this Article 12 shall not be effective to the extent of the uncollected insurance proceeds and (b) Landlord shall have no obligation to make any repairs whatsoever to the portions of the Premises required to be repaired by Landlord under Section 12.2 hereof.

ARTICLE 13

EMINENT DOMAIN

If the whole or any material part of the Premises shall be acquired or condemned by eminent domain for any public or quasi-public use or purpose, then and in that event, the term of this Lease shall cease and terminate from the date of title vesting in such proceeding and Tenant shall have no claim for the value of any unexpired term of this Lease. Tenant acknowledges that Landlord shall be entitled to receive the entire compensation or award therefor. Notwithstanding the foregoing, Tenant may make a separate claim in any eminent domain proceeding (affecting all or any portion of the Premises) solely for the then value of Tenant’s property and/or for any moving expenses incurred by Tenant in connection therewith, provided that such award shall not result in a reduction of the award made to Landlord in connection therewith. If only a non-material part of the Premises shall be acquired or condemned by eminent domain as aforesaid and this Lease shall not be terminated, this Lease and the term of this Lease shall continue in full force and effect, provided, however, that from and after the date of the vesting of title, the Minimum Rent and Additional Rent shall be equitably reduced to include only that portion of the Premises that was not acquired or condemned by eminent domain.

ARTICLE 14

ASSIGNMENT, SUBLETTING, ETC.

14.1 Tenant expressly agrees that neither this Lease nor any part hereof, shall, by operation of law or otherwise, be assigned, mortgaged, pledged, encumbered or otherwise transferred (a “ Transfer ”) by Tenant, Tenant’s legal representatives or successors in interest and neither the Premises, nor any part thereof, nor any Tenant’s property shall be encumbered in any manner by reason of any act or omission on the part of Tenant or anyone claiming under or through Tenant, or shall be sublet or be used, occupied or utilized for concession or desk space

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