Armstrong Flooring, Inc. (Form: 8-K, Received: 04/04/2016 16:49:45)

Section 9.18

Interpretation

Section 9.19

Limitations of Liability

Section 9.20

Mutual Drafting

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 4, 2016 (March 30, 2016)

ARMSTRONG FLOORING, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-37589

47-4303305

(State or other jurisdiction

of incorporation)

(Commission

File No.)

(IRS Employer

Identification No.)

2500 Columbia Avenue, Building 701

P.O. Box 3025

Lancaster, Pennsylvania

17603

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code: (717) 672-9611

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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

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

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

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

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

Item 1.01 Entry into a Material Definitive Agreement.

Separation-Related Agreements

On April 1, 2016, Armstrong World Industries, Inc. (“AWI”) completed the previously announced plan to separate its Resilient Flooring and Wood Flooring segments into a separate and independent public company, Armstrong Flooring, Inc. (“AFI”), through the distribution of all of the then outstanding shares of AFI common stock to AWI’s shareholders.

Effective as of 11:59 p.m., Eastern time, on April 1, 2016, the distribution date, AWI distributed all of the issued and outstanding shares of AFI common stock to AWI’s shareholders of record as the close of business on March 21, 2016, the record date for the distribution, as a pro rata distribution. On the distribution date, AWI shareholders received one share of AFI common stock for every two shares of AWI common stock held as of the record date and will receive cash in lieu of any fractional shares of AFI common stock. As a result of the distribution, AWI does not beneficially own any shares of AFI common stock. The separation and distribution has resulted in AFI becoming an independent, publicly traded company, trading on the New York Stock Exchange under the symbol “AFI.”

As previously announced, on March 11, 2016, AFI entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”) with AWI that sets forth, among other things, certain agreements between AWI and AFI regarding the principal transactions necessary to effect the separation and distribution. On April 1, 2016, in connection with the completion of the separation and distribution, AFI entered into certain other agreements with AWI as contemplated by the Separation and Distribution Agreement that, together with a plan of division adopted by AWI’s board of directors, provides for the separation and allocation between AFI and AWI of the assets, employees, liabilities and obligations of AWI and its subsidiaries attributable to periods prior to, at and after AFI’s separation from AWI and govern the relationship between AFI and AWI subsequent to the completion of the separation and distribution. These agreements include:

•

a Transition Services Agreement;

•

a Tax Matters Agreement;

•

an Employee Matters Agreement;

•

a Trademark License Agreement;

•

a Transition Trademark License Agreement; and

•

a Campus Lease Agreement.

A description of the terms and conditions of these agreements that are material to AFI can be found in AFI’s information statement, dated March 24, 2016 (the “Information Statement”), which is included as Exhibit 99.1 to this Form 8-K, under the section entitled “Certain Relationships and Related Person Transactions.” These summaries are incorporated by reference into this Item 1.01. The description of the agreements set forth under this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to the complete terms and conditions of those agreements, which are attached hereto as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6.

Merger Agreement

Pursuant to the Separation and Distribution Agreement and in connection with the completion of the separation and distribution, on March 11, 2016, AWI’s board of directors adopted a Plan of Division (the “Plan of Division”), pursuant to which, on March 30, 2016, AWI engaged in a division under Pennsylvania law (the “division”), pursuant to which the assets and liabilities of AWI related primarily to AWI’s Resilient Flooring and Wood Flooring segments were allocated to a newly formed Pennsylvania corporation that resulted from the division (the “Resulting PA Corporation”).

On March 31, 2016, after the division became effective, AFI and the Resulting PA Corporation entered into an agreement and plan of merger (the “Merger Agreement”) pursuant to which the Resulting PA Corporation merged with and into AFI (the “Merger”), with AFI surviving the Merger as a Delaware corporation and the successor to the Resulting PA Corporation. The transactions contemplated by the Merger Agreement were consummated on March 31, 2016. The description of the Merger Agreement set forth under this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to the complete terms and conditions of the Merger Agreement, which is attached hereto as Exhibit 2.1.

Debt Arrangements

On April 1, 2016, AFI entered into a credit agreement (the “Credit Agreement”), by and among AFI, Armstrong Hardwood Flooring Company (“Armstrong Hardwood” and, together with AFI, the “Borrowers”), the guarantors named therein, Bank of America, N.A., as administrative agent and collateral agent, the other lenders party thereto, JPMorgan Chase Bank, N.A. and SunTrust Robinson Humphrey, Inc., as co-syndication agents, and Bank of America, N.A., JPMorgan Chase Bank, N.A. and SunTrust Robinson Humphrey, Inc., as joint lead arrangers and joint book managers.

The Credit Agreement provides AFI with a $225 million senior secured asset-based revolving credit facility (the “Credit Facility”), which includes a $50 million sublimit for the issuance of standby letters of credit and a $25 million sublimit for swing line loans, and a borrowing base that is derived from the Borrowers’ accounts receivable, inventory and eligible cash, subject to certain reserves and other limitations. The Credit Facility is scheduled to mature on April 1, 2021. The Credit Agreement provides for an uncommitted accordion feature that allows AFI to request the existing lenders or their assignees to provide additional capacity in the form of increased revolving credit commitments or other revolving credit commitments, in an amount up to $150 million, of which up to (a) $15 million may be used to establish a first-in, last-out tranche, (b) $20 million may be used to establish a Canadian Dollar sub-facility and (c) $15 million may be used to establish an Australian Dollar sub-facility. The Credit Agreement also provides that one of AFI’s subsidiaries, Armstrong Hardwood Flooring Company, will be a co-borrower under the Credit Facility.

On April 1, 2016, the signing date of the Credit Agreement, AFI borrowed $100 million under the Credit Facility, $50 million of which was used to fund a $50 million cash dividend that was paid to AWI before the distribution.

Borrowings under the Credit Facility (other than swing line loans) will bear interest at a rate per annum equal to an applicable margin plus, at AFI’s option, a base rate or a Eurodollar rate equal to the London interbank offered rate (“LIBOR”) for the relevant interest period, plus, in each case, an applicable margin determined in accordance with the provisions of the Amended and Restated Credit Agreement. The base rate will be the highest of (a) the prime rate of Bank of America, N.A., (b) the federal funds effective rate plus 1/2 of 1.00% and (c) one month LIBOR plus 1.00%. The applicable margin for borrowings under the Credit Facility will be 0.50% with respect to base rate borrowings and 1.50% with respect to Eurodollar borrowings for the first two full fiscal quarters following April 1, 2016. Thereafter, the applicable margin will be determined based on AFI’s average excess availability under the Credit Facility. In addition to paying interest on outstanding principal under the Credit Agreement, AFI will pay a commitment fee to the lenders under the Credit Facility in respect of the unutilized commitments thereunder at a rate equal to 0.25% per annum if utilization is greater than or equal to 35% of the aggregate commitments and otherwise at a rate equal to 0.375% per annum. AFI must also pay customary letter of credit and agency fees.

If at any time the aggregate amount of outstanding revolving loans under the Credit Facility exceeds the commitment amount, AFI will be required to repay such excess on demand. AFI may voluntarily prepay outstanding loans under the Credit Facility without premium or penalty other than customary “breakage” costs with respect to Eurodollar loans.

All obligations under the Credit Agreement are guaranteed by each of AFI’s wholly owned domestic subsidiaries that individually, or together with its subsidiaries, has assets of more than $1 million. All obligations under the Credit Agreement, and guarantees of those obligations, are secured, subject to certain exceptions, by the following assets:

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A first-priority pledge of 100% of the capital stock and other equity interests of all material domestic subsidiaries, direct and indirect, of AFI. Material domestic subsidiaries are domestic subsidiaries that individually, or together with their respective subsidiaries on a consolidated basis, have assets of more than $1 million (other than insurance subsidiaries and securitization subsidiaries).

•

A pledge of 65% of the capital stock and other equity interests of all excluded subsidiaries that are material first-tier foreign subsidiaries, direct and indirect, of AFI, subject to certain exceptions. Excluded subsidiaries are any subsidiary that is (i) not a domestic subsidiary, (ii) HomerWood Hardwood Flooring Company or (iii) any domestic subsidiary that is not a material domestic subsidiary, subject to certain caps and conditions. The material first-tier foreign subsidiaries include any first-tier foreign subsidiaries that individually, or together with their respective subsidiaries on a consolidated basis, have assets of more than $5 million (other than foreign subsidiaries organized under the laws of the People’s Republic of China, any insurance subsidiary and any other foreign subsidiary if a pledge of such foreign subsidiary’s capital stock would violate any law or be expected to have an adverse effect on such foreign subsidiary’s business).

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A grant of a security interest in substantially all personal property of AFI and material domestic subsidiaries, including all accounts, contract rights, deposit accounts, chattel paper, insurance proceeds, inventory, investments and financial assets, general intangibles, intellectual property, licenses and machinery and equipment (the security interests are limited to those which may be perfected by the filing of financing statements under the Uniform Commercial Code or, in the case of intellectual property, filings with the United States Office of Patents and Trademarks or the United States Copyright Office).

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All proceeds of the foregoing.

The Credit Agreement contains a number of covenants that, among other things and subject to certain significant exceptions, restrict AFI’s ability and the ability of its subsidiaries to:

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Incur additional indebtedness.

•

Pay dividends on AFI’s capital stock or redeem, repurchase or retire AFI’s capital stock or indebtedness.

•

Make investments, loans, advances and acquisitions.

•

Create restrictions on the payment of dividends or other amounts to AFI from its subsidiaries.

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Engage in transactions with AFI’s affiliates.

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Sell assets, including capital stock of AFI’s subsidiaries.

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Consolidate or merge.

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Create liens.

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Enter into sale and lease back transactions.

In addition, the Credit Agreement requires AFI to comply with certain financial ratio maintenance covenants.

The credit agreement also contains customary affirmative covenants and events of default, including a cross-default provision in respect of any other indebtedness that has an aggregate principal amount exceeding $30 million.

The description of the Credit Agreement set forth under this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, which is attached hereto as Exhibit 10.7.

Adoption of Equity Compensation, Incentive and Other Benefit Plans

In connection with the separation and distribution, effective as of April 1 2016, the board of directors adopted the following equity compensation, incentive and other benefit plans for AFI’s executive officers, employees and non-employee directors:

•

Armstrong Flooring, Inc. 2016 Directors Stock Unit Plan (the “Director Plan”)

•

Armstrong Flooring, Inc. 2016 Long-Term Incentive Plan (the “Long-Term Incentive Plan”)

•

Armstrong Flooring, Inc. Nonqualified Deferred Compensation Plan (the “AFI NQDC Plan”)

•

Retirement Benefit Equity Plan of Armstrong Flooring, Inc. (the “AFI RBEP”)

The Director Plan and the Long-Term Incentive Plans are each intended to foster behavior that will produce the greatest increase in value for shareholders, reinforce key company goals and objectives that help drive stockholder value, and attract, motivate and retain officers, key employees and directors. A total of 6,100,000 shares of common stock are reserved for issuance under the Director Plan and Long-Term Incentive Plan, subject to adjustment resulting from stock dividends, stock splits and similar changes. AWI, in its capacity as the sole stockholder of AFI prior to the distribution also approved the Director Plan and Long-Term Incentive Plan. The AFI NQDC Plan and AFI RBEP were each established by AFI to provide supplemental retirement benefits to select management employees, including the named executive officers of AFI and to administer the deferred compensation liabilities it has assumed pursuant to the Employee Matters Agreement. The foregoing descriptions of the Director Plan, the Long-Term Incentive Plan, the AFI NQDC Plan and the AFI RBEP do not purport to be complete and are each qualified in its entirety by reference to the complete terms and conditions of such plans attached hereto as Exhibits 10.8, 10.9, 10.10 and 10.11, respectively.

Item 2.01 Completion of Acquisition or Disposition of Assets

On March 31, 2016, AFI completed the Merger. The information set forth under Item 1.01 of this Current Report on Form 8-K with respect to the Merger is incorporated by reference into this Item 2.01.

On April 1, 2016, AFI paid a $50 million cash dividend to AWI. The information set forth under the heading “Debt Arrangements” in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under the heading “Debt Arrangements” in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth under Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01. Changes in Control of Registrant.

Prior to the completion of the separation and distribution, AFI was a wholly owned subsidiary of AWI. On April 1, 2016, AWI distributed the common stock of AFI to AWI’s shareholders of record as of the close of business on March 21, 2016, the record date for the distribution. As a result of the distribution, AWI retains no ownership interest in AFI. The description of the separation and distribution set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Board of Directors

On March 30, 2016, each of Michael F. Johnston, Kathleen S. Lane, Jeffrey Liaw, Donald R. Maier, Larry S. McWilliams, James C. Melville, James J. O’Connor and Jacob H. Welch was appointed as a director of AFI. Richard E. Wenz was previously appointed as a director of AFI and will continue to serve as a director after the distribution. Mr. McWilliams was appointed as Chair of the board of directors.

AFI’s board of directors initially will be divided into three classes, each comprised of three directors. The directors designated as Class I directors have terms expiring at the first annual meeting of stockholders following the distribution, which AFI expects to hold in 2017. The directors designated as Class II directors have terms expiring at the 2018 annual meeting of stockholders, and the directors designated as Class III directors will have terms expiring at the 2019 annual meeting of stockholders. Upon the expiration of the initial term of each class of directors, the directors of such class will thereafter stand for election annually, such that, beginning with the annual meeting in 2019, AFI’s board of directors will no longer be divided into classes and each director will stand for election annually. The Class I directors are Ms. Lane and Messrs. Welch and Wenz; the Class II directors are Messrs. Liaw, Maier and O’Connor; and the Class III directors are Messrs. Johnston, Melville and McWilliams.

Mr. Welch was appointed to AFI’s board of directors pursuant to and in accordance with an appointment and stockholder’s agreement between AFI and members of the ValueAct Group, dated February 26, 2016. Additional information on the appointment and stockholder’s agreement can be found in AFI’s Information Statement under the section entitled “Certain Relationships and Related Person Transactions,” which is incorporated by reference into this Item 5.02.

Biographical information on each of AFI’s directors can be found in AFI’s Information Statement under the section entitled “Directors—Board of Directors Following the Distribution”, which is incorporated by reference into this Item 5.02.

Effective March 30, 2016, AFI’s board of directors has the following standing committees: an Audit Committee, a Management Development and Compensation Committee (“Compensation Committee”), a Nominating and Governance Committee and a Finance Committee. Ms. Lane, and Messrs. Liaw and Wenz have been appointed as members of the Audit Committee of the board of directors, and Mr. Wenz has been appointed as the Chair of the Audit Committee. Messrs. Johnston, Melville, O’Connor and Welch have been appointed as members of the Compensation Committee of the board of directors, and Mr. Johnston has been appointed as the Chair of the Compensation Committee. Messrs. Melville, McWilliams and O’Connor have been appointed as members of the Nominating and Governance Committee of the board of directors, and Mr. Melville has been appointed as the Chair of the Nominating and Governance Committee. Messrs. Liaw, Johnston, Melville and Welch have been appointed as members of the Finance Committee of the board of directors, and Mr. Liaw has been appointed as the Chair of the Finance Committee.

In connection with their appointment to AFI’s board of directors, each of the non-employee directors will be entitled to receive cash and equity compensation as described in AFI’s Information Statement under the section entitled “Director Compensation,” which is incorporated by reference into this Item 5.02.

All persons serving as directors of AFI prior to March 30, 2016, other than Mr. Wenz, resigned effective March 30, 2016.

Officers

On March 30, 2016, the following persons were designated as officers of AFI:


Name		Title

Donald R. Maier		President and Chief Executive Officer

John “Jay” W. Thompson		Senior Vice President and Chief Financial Officer

Dominic C. Rice		Senior Vice President and North America Commercial

Joseph N. Bondi		Senior Vice President and North America Residential

David S. Schulz		Senior Vice President and Chief Operating Officer

Christopher S. Parisi		Senior Vice President, General Counsel, Secretary and Chief Compliance Officer

John C. Bassett		Senior Vice President, Human Resources

Kimberly Z. Boscan		Vice President and Controller

Biographical information on each, and compensation information for Messrs. Maier, Schulz, Thompson Bondi and Rice, can be found in AFI’s Information Statement under the section entitled “Management—Executive Officers Following the Distribution” and “Executive Compensation,” which are incorporated by reference into this Item 5.02.

All other persons serving as an officer of AFI prior to March 30, 2016, resigned or were removed effective March 30, 2016.

The board of directors approved the following material compensation terms for the officers listed below for 2016. The annual incentives will be payable as annual cash bonuses based on achievement of performance goals. The long-term incentive awards will be provided in the form of performance-based restricted stock awards to be granted under the Long-Term Incentive Plan.


Officer	Salary		Annual Incentive Target as a Percentage of Salary			Long-Term Incentive Target as a Percentage of Salary			Total Target Direct Compensation
Donald R. Maier	$	630,000		100	%		250	%	$	2,835,000
John “Jay” W. Thompson	$	375,000		60	%		115	%	$	1,031,250
Dominic C. Rice	$	300,000		45	%		65	%	$	630,000
Joseph N. Bondi	$	330,000		50	%		75	%	$	742,500
David S. Schulz	$	478,400		75	%		150	%	$	1,554,800

In connection with their new positions with AFI, each of the foregoing officers entered into an employment letter with AFI, effective as of April 1, 2016. The employment letters provide for the salary, annual incentive targets and long-term incentive targets described above. The 2016 long-term incentive grants will include performance-based restricted stock awards that vest after three years and are tied to performance metrics for the performance period. The annual and long-term incentive programs, including targets, achievement, and payout factors, are subject to approval of the Compensation Committee. The officers are eligible for expense reimbursement for personal financial planning and income tax preparation services, up to $4,500 per year, a company-paid annual physical, and participation in the health and welfare benefit plans maintained by AFI from time to time.

Mr. Schulz’s letter agreement will continue in effect for a period of one year, until March 31, 2017, unless otherwise extended by mutual written agreement. AFI assumed Mr. Schulz’ severance agreement with AWI, dated March 9, 2015, which will be extended on its current terms through March 31, 2017. AFI also assumed the change in control severance agreement dated August 1, 2015 between Mr. Schulz and AWI and the change in control severance agreement dated November 17, 2014 between Mr. Maier and AWI.

Adoption of Equity Compensation, Incentive and Other Benefit Plans

The information regarding certain equity compensation, incentive and other benefit plans set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

Spin-Off Adjustment Awards

In accordance with previously disclosed terms of the Employee Matters Agreement, certain of AFI’s executive officers were entitled to receive equity compensation awards of AFI in replacement of previously outstanding awards of restricted stock units (“RSUs”), performance stock units (“PSUs”) and stock options granted under various AWI stock incentive plans prior to the separation. Upon completion of the separation and distribution and in accordance with the Employee Matters Agreement, AFI’s executive officers received replacement AFI RSU, PSU and stock option awards in respect of their AWI RSU, PSU and stock option awards. These replacement awards are in respect of AFI common stock and are otherwise generally subject to the same terms and conditions that applied to the AWI RSU, PSU and stock option awards prior to the distribution, as modified by the terms of the Employee Matters Agreement.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On March 30, 2016, AFI amended and restated its certificate of incorporation (the “Amended and Restated Certificate of Incorporation”) and its bylaws (the “Amended and Restated Bylaws”). A description of the material provisions of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws can be found in AFI’s Information Statement under the section entitled “Description of Armstrong Flooring, Inc.’s Capital Stock,” which is incorporated by reference into this Item 5.03. The description set forth under this Item 5.03 is qualified in its entirety by reference to the full text of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, which are attached hereto as Exhibits 3.1 and 3.2, respectively.

On March 30, 2016, the board of directors set AFI’s Fiscal Year as ending on December 31.

Item 5.05 Amendments to the Registrants Code of Ethics, or Waiver of a Provision of the Code of Ethics

On March 30, 2016, AFI’s board of directors adopted a Code of Ethics for Executive and Senior Financial Officers and a Code of Ethics and Business Conduct, copies of which are available on AFI’s website at www.armstrongflooring.com .

Item 5.07 Submission of Matters to a Vote of Security Holders.

On March 30, 2016, AWI, in its capacity as the sole stockholder of AFI, adopted the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws. On March 31, 2016, AWI, in its capacity as the sole stockholder of AFI, adopted the Merger Agreement and the Merger.

Item 8.01 Other Events

On April 4, 2016, AFI issued a press release announcing the completion of the separation and distribution. A copy of the press release is attached hereto as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits.


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated March 31, 2016, by and between Armstrong Flooring, Inc. and AFI Intermediate Co.

3.1		Amended and Restated Certificate of Incorporation of Armstrong Flooring, Inc., dated March 30, 2016

3.2		Amended and Restated Bylaws of Armstrong Flooring, Inc., dated March 30, 2016

10.1		Transition Services Agreement, dated as of April 1, 2016, by and between Armstrong World Industries, Inc. and Armstrong Flooring, Inc.

10.2		Tax Matters Agreement, dated as of April 1, 2016, by and between Armstrong World Industries, Inc. and Armstrong Flooring, Inc.

10.3		Employee Matters Agreement, dated as of April 1, 2016, by and between Armstrong World Industries, Inc. and Armstrong Flooring, Inc.

10.4		Trademark License Agreement, dated as of April 1, 2016, by and between Armstrong World Industries, Inc. and Armstrong Flooring, Inc.

10.5		Transition Trademark License Agreement, dated as of April 1, 2016, by and between Armstrong World Industries, Inc. and Armstrong Flooring, Inc.

10.6		Campus Lease Agreement, dated as of April 1, 2016, by and between Armstrong World Industries, Inc. and Armstrong Flooring, Inc.

10.7		Credit Agreement, dated as of April 1, 2016, among Armstrong Flooring, Inc. and Armstrong Hardwood Flooring Company, as Borrowers, certain subsidiaries of Armstrong Flooring, Inc. identified therein, as the Guarantors, Bank of America, N.A., as Administrative Agent and Collateral Agent, the other lenders party thereto, JPMorgan Chase Bank, N.A. and SunTrust Robinson Humphrey, Inc., as Co-Syndication Agents, and Bank of America, N.A., JPMorgan Chase Bank, N.A. and SunTrust Robinson Humphrey, Inc. as Joint Lead Arrangers and Joint Book Managers

10.8		Armstrong Flooring, Inc. 2016 Directors Stock Unit Plan (incorporated herein by reference to Exhibit 4.4 to the Registration Statement on Form S-8 filed by Armstrong Flooring, Inc. with the SEC on April 1, 2016)

10.9		Armstrong Flooring, Inc. 2016 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 4.3 to the Registration Statement on Form S-8 filed by Armstrong Flooring, Inc. with the SEC on April 1, 2016)

10.10		Armstrong Flooring, Inc. Nonqualified Deferred Compensation Plan

10.11		Retirement Benefit Equity Plan of Armstrong Flooring, Inc.

99.1		Information Statement of Armstrong Flooring, Inc., dated March 24, 2016 (incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Armstrong Flooring, Inc. with the SEC on March 24, 2016)

99.2		Press Release of Armstrong Flooring, Inc., dated April 4, 2016

SIGNATURE

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


ARMSTRONG FLOORING, INC.

By:	/s/ Christopher S. Parisi
	Name:	Christopher S. Parisi
	Title:	Senior Vice President, General Counsel and Secretary

Date: April 4, 2016

EXHIBIT INDEX


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated March 31, 2016, by and between Armstrong Flooring, Inc. and AFI Intermediate Co.

3.1		Amended and Restated Certificate of Incorporation of Armstrong Flooring, Inc., dated March 30, 2016

3.2		Amended and Restated Bylaws of Armstrong Flooring, Inc., dated March 30, 2016

10.1		Transition Services Agreement, dated as of April 1, 2016, by and between Armstrong World Industries, Inc. and Armstrong Flooring, Inc.

10.2		Tax Matters Agreement, dated as of April 1, 2016, by and between Armstrong World Industries, Inc. and Armstrong Flooring, Inc.

10.3		Employee Matters Agreement, dated as of April 1, 2016, by and between Armstrong World Industries, Inc. and Armstrong Flooring, Inc.

10.4		Trademark License Agreement, dated as of April 1, 2016, by and between Armstrong World Industries, Inc. and Armstrong Flooring, Inc.

10.5		Transition Trademark License Agreement, dated as of April 1, 2016, by and between Armstrong World Industries, Inc. and Armstrong Flooring, Inc.

10.6		Campus Lease Agreement, dated as of April 1, 2016, by and between Armstrong World Industries, Inc. and Armstrong Flooring, Inc.

10.7		Credit Agreement, dated as of April 1, 2016, among Armstrong Flooring, Inc. and Armstrong Hardwood Flooring Company, as Borrowers, certain subsidiaries of Armstrong Flooring, Inc. identified therein, as the Guarantors, Bank of America, N.A., as Administrative Agent and Collateral Agent, the other lenders party thereto, JPMorgan Chase Bank, N.A. and SunTrust Robinson Humphrey, Inc., as Co-Syndication Agents, and Bank of America, N.A., JPMorgan Chase Bank, N.A. and SunTrust Robinson Humphrey, Inc. as Joint Lead Arrangers and Joint Book Managers

10.8		Armstrong Flooring, Inc. 2016 Directors Stock Unit Plan (incorporated herein by reference to Exhibit 4.4 to the Registration Statement on Form S-8 filed by Armstrong Flooring, Inc. with the SEC on April 1, 2016)

10.9		Armstrong Flooring, Inc. 2016 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 4.3 to the Registration Statement on Form S-8 filed by Armstrong Flooring, Inc. with the SEC on April 1, 2016)

10.10		Armstrong Flooring, Inc. Nonqualified Deferred Compensation Plan

10.11		Retirement Benefit Equity Plan of Armstrong Flooring, Inc.

99.1		Information Statement of Armstrong Flooring, Inc., dated March 24, 2016 (incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Armstrong Flooring, Inc. with the SEC on March 24, 2016)

99.2		Press Release of Armstrong Flooring, Inc., dated April 4, 2016

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER (this “ Merger Agreement ”), dated as of March 31, 2016, made and entered into by and between AFI Intermediate Co., a Pennsylvania corporation (“ AFI Intermediate ”), and Armstrong Flooring, Inc., a Delaware corporation (“ AFI ”).

WHEREAS, AFI Intermediate and AFI are each direct, wholly-owned subsidiaries of Armstrong World Industries, Inc., a Pennsylvania corporation (“ AWI ”);

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 adopted and approved a Plan of Division (the “ Plan of Division ”) to effect the separation by means of a division (the “ Division ”) pursuant to and in accordance with the Entity Transactions Law of the Commonwealth of Pennsylvania, 15 Pa.C.S. §311 et seq . (the “ Pennsylvania Entity Transactions Law ”);

WHEREAS, pursuant to and in accordance with the Plan of Division, AWI has filed a Statement of Division with the Department of State of the Commonwealth of Pennsylvania pursuant to Section 366 of the Pennsylvania Entity Transactions Law;

WHEREAS, effective as of the Division Effective Time (as defined in the Statement of Division), AWI divided into AWI, which was the dividing association and retained the properties and liabilities related primarily to the AWI Business (as defined in the Plan of Division), and AFI Intermediate, a Pennsylvania corporation that was created by, and resulted from, the Division, which was allocated the assets and liabilities related primarily to the AFI Business (as defined in the Plan of Division);

WHEREAS, AWI and AFI are parties to that certain Separation and Distribution Agreement, dated as of March 11, 2016 (the “ Separation and Distribution Agreement ”), which sets forth the principal corporate transactions required to effect the separation of AWI’s flooring business from its ceilings (building products) business and certain other matters, as set forth therein;

WHEREAS, pursuant to and in accordance with the Separation and Distribution Agreement, the parties desire to merge AFI Intermediate with and into AFI, with AFI surviving the merger; and

WHEREAS, pursuant to Section 252 of the General Corporation Law of the State of Delaware (the “ DGCL ”), the Board of Directors of AFI has, by resolutions duly adopted, approved and declared the advisability of the Merger and this Merger Agreement;

WHEREAS, pursuant to Sections 251(f) and 252 of the DGCL, no vote of the stockholders of AFI is necessary to authorize the Merger or the Merger Agreement;

WHEREAS, pursuant to Section 333 and Subchapter B of the Pennsylvania Entity Transactions Law, the Board of Directors of AFI Intermediate has, by resolutions duly adopted, approved and declared the advisability of the Merger and this Merger Agreement; and

WHEREAS, immediately after the execution and delivery of this Agreement by the parties, AWI, in its capacity as the sole shareholder of AFI Intermediate, will adopt this Agreement by execution and delivery of an action by written consent of the sole shareholder of AFI Intermediate.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Merger . Upon the terms and subject to the conditions set forth herein, and in accordance with Subchapter C of Chapter 3 of the Pennsylvania Entity Transactions Law and Section 252 of the DGCL, at the Effective Time (as defined below) AFI Intermediate shall be merged with and into AFI (the “ Merger ”). AFI shall be the surviving entity in the Merger and is herein referred to in such capacity as the “ Surviving Corporation .” The Merger shall become effective on the later of (a) at the time and on the date of filing of a Certificate of Merger (the “ Certificate of Merger ”) relating to the Merger with the Office of the Secretary of State of the State of Delaware or at such other time, if any, as shall be specified in such Certificate of Merger, or (b) at the time and on the date of filing of a Statement of Merger (the “ Statement of Merger ”) relating to the Merger with the Office of the Secretary of State of the Commonwealth of Pennsylvania or at such other time, if any, as shall be

specified in such Statement of Merger (the effective time of the Merger, as determined in accordance with this Section 1 , being referred to herein as the “ Effective Time ”).

2. Effects of Merger . At the Effective Time, AFI Intermediate shall be merged with and into AFI and the separate existence of AFI Intermediate shall cease. The Merger shall have the effects set forth in the Pennsylvania Entity Transactions Law and the DGCL. Without limiting the generality of the foregoing, from and after the Effective Time, the Surviving Corporation shall possess all the property, rights, privileges, immunities, powers and franchises, and be subject to all of the debts, liabilities, obligations, restrictions, disabilities and duties, of AFI Intermediate, all as provided under applicable law.

3. Certificate of Incorporation and Bylaws . The Certificate of Incorporation and Bylaws of AFI, each as in effect immediately prior to the Effective Time, shall continue to be the Certificate of Incorporation and Bylaws of the Surviving Corporation until amended in accordance with the terms thereof and applicable law.

4. Board of Directors . The board of directors of the Surviving Corporation shall consist of the persons serving as directors of AFI immediately prior to the Effective Time, and shall serve as directors of the Surviving Corporation until such time as their successors have been duly elected or appointed in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.

5. Officers . The officers of the Surviving Corporation shall consist of the persons serving as officers of AFI immediately prior to the Effective Time, and shall serve as officers of the Surviving Corporation until such time as their successors have been duly elected or appointed in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation.

6. Cancellation of Shares .

(a) At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each share of capital stock of AFI Intermediate issued and outstanding immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.

(c) At the Effective Time, each share of any class of capital stock of AFI issued and outstanding immediately prior to the Effective Time

shall remain issued and outstanding, shall be unaffected by the Merger and shall represent an identical share of issued and outstanding capital stock of the Surviving Corporation. As a result of the Merger, all issued and outstanding capital stock of the Surviving Corporation will be held by AWI.

7. Further Assurances . From time to time, as and when required by the Surviving Corporation or by its successors and assigns, there shall be executed and delivered on behalf of AFI Intermediate, such deeds and other instruments, and there shall be taken or caused to be taken by it all such further and other action as shall be appropriate or necessary in order to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation the title to and possession of all property, interests, assets, rights, privileges, immunities, powers, franchises and authority of AFI Intermediate and otherwise to carry out the purposes of this Merger Agreement, and the officers of the Surviving Corporation are fully authorized in the name and on behalf of AFI or otherwise to take any and all such action to execute and deliver any and all such deeds and other instruments.

8. Amendment and Modification . This Merger Agreement may be amended or modified at any time by the parties hereto, but only pursuant to an instrument in writing signed by the parties and only in accordance with applicable provisions of applicable law.

9. Entire Agreement; Assignment . This Merger Agreement, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the parties hereto with respect to the subject matter hereof.

10. Validity . The invalidity or unenforceability of any term or provision of this Merger Agreement in any situation or jurisdiction shall not affect the validity or enforceability of the other terms or provisions in any other situation or in any other jurisdiction.

11. Governing Law . This Merger Agreement 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, except to the extent that the Pennsylvania Entity Transactions Law and the other laws of the Commonwealth of Pennsylvania are applicable hereto.

12. Descriptive Headings . The descriptive headings herein are inserted for convenience of reference only and shall in no way be construed to define, limit, describe, explain, modify, amplify or add to the interpretation, construction or meaning of any provision of, or scope or intent of, this Merger Agreement or in any way affect this Merger Agreement.

13. Counterparts . This Merger Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Merger Agreement to be signed by their respective duly authorized officers as of the date first above written.


AFI INTERMEDIATE CO.

By:		/s/ Christopher S. Parisi
		Name: Christopher S. Parisi
		Title: Authorized Officer

ARMSTRONG FLOORING, INC.

By:		/s/ John W. Thompson
		Name: John W. Thompson
		Title: Authorized Officer

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

ARMSTRONG FLOORING, INC.

Pursuant to Sections 228, 242 and 245 of the

General Corporation Law of the State of Delaware

Armstrong Flooring, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “GCL”), does hereby certify as follows:

(1) The name of the Corporation is Armstrong Flooring, Inc. The Corporation was originally incorporated under the name Armstrong Flooring, Inc. The original certificate of incorporation of the Corporation was filed with the office of the Secretary of State of the State of Delaware on June 1, 2015.

(2) This Amended and Restated Certificate of Incorporation was duly adopted by the Board of the Corporation (the “Board”) and by the sole stockholder of the Corporation in accordance with Sections 228, 242 and 245 of the GCL.

(3) This Amended and Restated Certificate of Incorporation restates and integrates and further amends the certificate of incorporation of the Corporation, as heretofore amended or supplemented.

(4) Upon the filing (the “Effective Time”) of this Amended and Restated Certificate of Incorporation pursuant to the GCL, each share of the Corporation’s common stock, $0.01 par value per share, issued and outstanding immediately prior to the Effective Time (the “Old Common Stock”) shall be reclassified as and changed into Two Hundred Seventy-Seven Thousand Three Hundred

Eighty-Seven and Seventy-Nine Hundredths (277,387.79) shares of validly issued, fully paid, and non-assessable Common Stock authorized by subparagraph (a) of Article FOURTH of this Amended and Restated Certificate of Incorporation (totaling Twenty-Seven Million Seven Hundred Thirty-Eight Thousand Seven Hundred Seventy-Nine (27,738,779) shares of Common Stock), without any action by the holder thereof (the “Reclassification”). Each certificate that theretofore represented a share or shares of Old Common Stock shall thereafter represent that number of shares of Common Stock into which the share or shares of Old Common Stock represented by such certificate shall have been reclassified.

(5) The text of the Certificate of Incorporation is amended and restated in its entirety as follows:

FIRST : The name of the Corporation is Armstrong Flooring, Inc. (the “Corporation”).

SECOND : The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Rd., Suite 400, Wilmington, County of New Castle, 19808. The name of its registered agent at that address is Corporation Service Company.

THIRD : The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware (the “GCL”).

FOURTH : (a) Authorized Capital Stock . The total number of shares of stock which the Corporation shall have authority to issue is One Hundred Fifteen Million (115,000,000) shares of capital stock, consisting of (i) One Hundred

Million (100,000,000) shares of common stock, par value $0.0001 per share (the “Common Stock”), and (ii) Fifteen Million (15,000,000) shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”).

(b) Common Stock . The powers, preferences and rights, and the qualifications, limitations and restrictions, of the Common Stock are as follows:

(1) Voting . Except as otherwise expressly required by law or provided in this Amended and Restated Certificate of Incorporation, and subject to any voting rights provided to holders of Preferred Stock at any time outstanding, the holders of any outstanding shares of Common Stock shall vote together as a single class on all matters with respect to which stockholders are entitled to vote under applicable law, this Amended and Restated Certificate of Incorporation, the By-Laws of the Corporation or as otherwise duly called for by the Corporation. At each annual or special meeting of stockholders, each holder of record of shares of Common Stock on the relevant record date shall be entitled to cast one vote in person or by proxy for each share of the Common Stock standing in such holder’s name on the stock transfer records of the Corporation.

(2) No Cumulative Voting . The holders of shares of Common Stock shall not have cumulative voting rights.

(3) Dividends; Stock Splits . Subject to the rights of the holders of Preferred Stock, and subject to any other provisions of this Amended and Restated Certificate of Incorporation, as it may be amended from time to time, holders of shares of Common Stock shall be entitled to receive such dividends and other

distributions in cash, stock or property of the Corporation when, as and if declared thereon by the Board from time to time out of assets or funds of the Corporation legally available therefor.

(4) Liquidation, Dissolution, etc. In the event of any liquidation, dissolution or winding up (either voluntary or involuntary) of the Corporation, the holders of shares of Common Stock shall be entitled to receive the assets and funds of the Corporation available for distribution after payments to creditors and to the holders of any Preferred Stock of the Corporation that may at the time be outstanding, in proportion to the number of shares held by them, respectively, without regard to class.

(5) No Preemptive or Subscription Rights . No holder of shares of Common Stock shall be entitled to preemptive or subscription rights.

(c) Preferred Stock . The Board is hereby expressly authorized to provide for the issuance of all or any shares of the Preferred Stock in one or more classes or series, and to fix for each such class or series such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board providing for the issuance of such class or series, including, without limitation, the authority to provide that any such class or series may be (i) subject to redemption at such time or times and at such price or prices; (ii) entitled to receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the

dividends payable on any other class or classes or any other series; (iii) entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the Corporation; or (iv) convertible into, or exchangeable for, shares of any other class or classes of stock, or of any other series of the same or any other class or classes of stock, of the Corporation at such price or prices or at such rates of exchange and with such adjustments; all as may be stated in such resolution or resolutions.

(d) Power to Sell and Purchase Shares . Subject to the requirements of applicable law, the Corporation shall have the power to issue and sell all or any part of any shares of any class of stock herein or hereafter authorized to such persons, and for such consideration, as the Board shall from time to time, in its discretion, determine, whether or not greater consideration could be received upon the issue or sale of the same number of shares of another class, and as otherwise permitted by law. Subject to the requirements of applicable law, the Corporation shall have the power to purchase any shares of any class of stock herein or hereafter authorized from such persons, and for such consideration, as the Board shall from time to time, in its discretion, determine, whether or not less consideration could be paid upon the purchase of the same number of shares of another class, and as otherwise permitted by law.

FIFTH : The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders.

(a) The business and affairs of the Corporation shall be managed by or under the direction of the Board.

(b) The Board shall consist of not less than seven (7) nor more than twelve (12) members, the exact number of which shall be fixed from time to time by resolution adopted by the affirmative vote of a majority of the entire board of Directors.

Until the Corporation’s annual meeting of stockholders in 2019 (each annual meeting of stockholders an “Annual Meeting”), the Board shall be classified pursuant to Section 141(d) of the GCL and the directors serving thereon shall be divided into three classes, designated Class I, Class II and Class III. Following the 2019 Annual Meeting, all directors shall stand for election annually. Each class of directors serving on the Board shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board. The initial division of the Board into classes shall be made by the decision of the affirmative vote of a majority of the entire Board. The initial term of the Class I directors shall terminate on the date of the 2017 Annual Meeting; the initial term of the Class II directors shall terminate on the date of the 2018 Annual Meeting; and the initial term of the Class III directors shall terminate on the date of the 2019 Annual Meeting. At the 2017 Annual Meeting, the successors to the class of directors whose term expires at that meeting shall be elected to hold office for a one-year term expiring at the 2018 Annual Meeting; at the 2018 Annual Meeting, the successors to the class of directors whose term expires at that meeting shall be elected to hold office for a one-year term expiring at the 2019 Annual Meeting; and at the 2019 Annual Meeting and each Annual Meeting thereafter, all directors shall be elected for a one-year term expiring at

the next Annual Meeting. From and after the 2019 Annual Meeting, the Board shall no longer be classified under Section 141(d) of the GCL and directors shall no longer be divided into classes.

(d) Until the date of the 2019 Annual Meeting, if the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of directors shorten the term of any incumbent director.

(e) A director shall hold office until the Annual Meeting for the year in which his or her term expires and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office.

(f) Subject to the terms of any one or more classes or series of Preferred Stock, any vacancy on the Board that results from an increase in the number of directors may be filled by a majority of the Board then in office, provided that a quorum is present, and any other vacancy occurring on the Board may be filled by a majority of the Board then in office, even if less than a quorum, or by a sole remaining director. During the period in which the Board is classified pursuant to Section 141(d) of the GCL, any director of any class elected to fill a vacancy resulting from an increase in the number of directors of such class shall hold office for a term that shall coincide with the remaining term of that class. Any director elected to fill a

vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his or her predecessor. Subject to the rights, if any, of the holders of shares of Preferred Stock then outstanding, any or all of the directors of the Corporation may be removed from office at any time and only by the affirmative vote of the holders of at least a majority of the voting power of the Corporation’s then outstanding capital stock entitled to vote generally in the election of directors; provided , however that until such time as the Board is no longer classified, directors may be removed from office only for cause in accordance with Section 141(k) of the GCL, following which directors may be removed from office with or without cause. Notwithstanding the foregoing, whenever the holders of any one or more classes or series of Preferred Stock issued by the Corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Amended and Restated Certificate of Incorporation applicable thereto, and such directors so elected shall not be divided into classes pursuant to this Article FIFTH unless expressly provided by such terms.

(g) In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the GCL, this Amended and Restated Certificate of Incorporation, and any By-Laws adopted by the stockholders; provided , however , that no By-Laws hereafter adopted by the stockholders shall invalidate any prior act of the directors which would have been valid if such By-Laws had not been adopted.

SIXTH : No director shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the GCL or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this Article SIXTH by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

SEVENTH : The Corporation shall indemnify its directors and officers to the fullest extent authorized or permitted by law, as now or hereafter in effect, and such right to indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of his or her heirs, executors and personal and legal representatives; provided , however , that, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal representatives) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board. The right to indemnification conferred by this Article SEVENTH shall include the right to be paid by the Corporation the expenses incurred in defending or

otherwise participating in any proceeding in advance of its final disposition upon receipt by the Corporation of an undertaking by or on behalf of the director or officer receiving advancement to repay the amount advanced if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation under this Article SEVENTH.

The Corporation may, to the extent authorized from time to time by the Board, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article SEVENTH to directors and officers of the Corporation.

The rights to indemnification and to the advance of expenses conferred in this Article SEVENTH shall not be exclusive of any other right which any person may have or hereafter acquire under this Amended and Restated Certificate of Incorporation, the By-Laws of the Corporation, any statute, agreement, vote of stockholders or disinterested directors or otherwise.

Any repeal or modification of this Article SEVENTH shall not adversely affect any rights to indemnification and to the advancement of expenses of a director or officer of the Corporation existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

EIGHTH : Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation, and the ability of the stockholders to consent in writing to the taking of any action is hereby specifically denied.

NINTH : Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to any provision contained in the GCL) outside the State of Delaware at such place or places as may be designated from time to time by the Board or in the By-Laws of the Corporation.

TENTH : Unless otherwise required by law, special meetings of stockholders, for any purpose or purposes, may be called by either (i) the Chairman of the Board, if there be one, (ii) the President, (iii) the Board or (iv) an officer authorized by the Board to do so. The ability of the stockholders to call a special meeting of stockholders is hereby specifically denied.

ELEVENTH : In furtherance and not in limitation of the powers conferred upon it by the laws of the State of Delaware, the Board shall have the power to adopt, amend, alter or repeal the Corporation’s By-Laws. The affirmative vote of at least a majority of the entire Board shall be required to adopt, amend, alter or repeal the Corporation’s By-Laws. The Corporation’s By-Laws also may be adopted, amended, altered or repealed by the affirmative vote of the holders of at least a majority of the voting power of the shares entitled to vote at an election of directors.

TWELFTH : The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation in the manner now or hereafter prescribed in this Amended and Restated Certificate of Incorporation, the Corporation’s By-Laws or the GCL, and all rights herein conferred upon stockholders are granted subject to such reservation.

IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be executed on its behalf this 30th day of March, 2016.


ARMSTRONG FLOORING, INC.

By:		/s/ Christopher S. Parisi
Name:		Christopher S. Parisi
Title:		Vice President, Secretary

Exhibit 3.2

EXECUTION COPY

AMENDED AND RESTATED

BY-LAWS

ARMSTRONG FLOORING, INC.

A Delaware Corporation

Effective March 30, 2016

TABLE OF CONTENTS


		Page

ARTICLE I

OFFICES

Section 1.	Registered Office		1
Section 2.	Other Offices		1

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1.	Place of Meetings		1
Section 2.	Annual Meetings		1
Section 3.	Special Meetings		2
Section 4.	Notice		2
Section 5.	Nature of Business at Meetings of Stockholders		2
Section 6.	Nomination of Directors		6
Section 7.	Adjournments		14
Section 8.	Quorum		14
Section 9.	Voting		15
Section 10.	Proxies		15
Section 11.	List of Stockholders Entitled to Vote		16
Section 12.	Record Date		17
Section 13.	Stock Ledger		18
Section 14.	Conduct of Meetings		18
Section 15.	Inspectors of Election		19

ARTICLE III

DIRECTORS

Section 1.	Number and Election of Directors		19
Section 2.	Vacancies		19
Section 3.	Duties and Powers		20
Section 4.	Meetings		20
Section 5.	Organization		21
Section 6.	Resignations and Removals of Directors		21
Section 7.	Quorum		22
Section 8.	Actions of the Board by Written Consent		22
Section 9.	Meetings by Means of Conference Telephone		23
Section 10.	Committees		23
Section 11.	Standing Committees		24
Section 12.	Compensation		28
Section 13.	Interested Directors		29



ARTICLE IV

OFFICERS

Section 1.	General	30
Section 2.	Election	30
Section 3.	Voting Securities Owned by the Corporation	30
Section 4.	Chairman of the Board	31
Section 5.	President	31
Section 6.	Vice Presidents; Operation or Division Presidents	32
Section 7.	General Counsel	32
Section 8.	Secretary	33
Section 9.	Chief Financial Officer; Controller	33
Section 10.	Treasurer	34
Section 11.	Assistant Secretaries	35
Section 12.	Assistant Treasurers	35
Section 13.	Other Officers	35
Section 14.	Bonded Officers	36

ARTICLE V

STOCK

Section 1.	Shares of Stock	36
Section 2.	Signatures	36
Section 3.	Lost Certificates	36
Section 4.	Transfers	37
Section 5.	Dividend Record Date	37
Section 6.	Record Owners	38
Section 7.	Transfer and Registry Agents	38

ARTICLE VI

NOTICES

Section 1.	Notices	38
Section 2.	Waivers of Notice	39

ARTICLE VII

GENERAL PROVISIONS

Section 1.	Dividends	40
Section 2.	Disbursements	40
Section 3.	Fiscal Year	41
Section 4.	Corporate Seal	41



ARTICLE VIII

INDEMNIFICATION

Section 1.	Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation	41
Section 2.	Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation	42
Section 3.	Authorization of Indemnification	42
Section 4.	Good Faith Defined	43
Section 5.	Indemnification by a Court	44
Section 6.	Expenses Payable in Advance	44
Section 7.	Nonexclusivity of Indemnification and Advancement of Expenses	45
Section 8.	Insurance	45
Section 9.	Certain Definitions	46
Section 10.	Survival of Indemnification and Advancement of Expenses	47
Section 11.	Limitation on Indemnification	47
Section 12.	Indemnification of Employees and Agents	47

ARTICLE IX

FORUM FOR ADJUDICATION OF CERTAIN DISPUTES

Section 1.	Forum for Adjudication of Certain Disputes	47

ARTICLE X

AMENDMENTS

Section 1.	Amendments	49
Section 2.	Entire Board	49

iii

BY-LAWS

ARMSTRONG FLOORING, INC.

(hereinafter called the “Corporation”)

ARTICLE I

OFFICES

Section 1. Registered Office . The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. Other Offices . The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors of the Corporation (the “Board”) may from time to time determine.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings . Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the Board. The Board may, in its sole discretion, determine that a meeting of the stockholders shall not be held at any place, but may instead be held solely by means of remote communication in the manner authorized by the General Corporation Law of the State of Delaware (the “GCL”).

Section 2. Annual Meetings . The Annual Meeting of Stockholders (the “Annual Meeting”) for the election of directors shall be held on such date and at such time as shall be designated from time to time by the Board. Any other proper business may be transacted at the Annual Meeting.

Section 3. Special Meetings . Special Meetings of Stockholders (each a “Special Meeting”), for any purpose or purposes, may be called solely in accordance with the certificate of incorporation of the Corporation, as amended and restated from time to time (the “Certificate of Incorporation”). At a Special Meeting, only such business shall be conducted as shall be specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board, other than nominations for election to the Board, which must comply with the provisions of Section 6 of this Article II.

Section 4. Notice . Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and, in the case of a Special Meeting, the purpose or purposes for which the meeting is called. Unless otherwise required by law, written notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to notice of and to vote at such meeting.

Section 5. Nature of Business at Meetings of Stockholders . Only such business (other than nominations for election to the Board, which must comply with the provisions of Section 6 of this Article II) may be transacted at an Annual Meeting as is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board (or any duly authorized committee thereof), the Chairman, the President or any officer authorized by the Board to call a Special Meeting, (b) otherwise properly brought before the

Annual Meeting by or at the direction of the Board (or any duly authorized committee thereof), or (c) otherwise properly brought before the Annual Meeting by any stockholder of the Corporation (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 5 of this Article II and on the record date for the determination of stockholders entitled to notice of and to vote at such Annual Meeting and (ii) who complies with the notice procedures set forth in this Section 5 of this Article II.

In addition to any other applicable requirements, for business to be properly brought before an Annual Meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

To be timely, a stockholder’s notice to the Secretary must be delivered to or be mailed and received at the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred and twenty (120) days prior to the anniversary date of the immediately preceding Annual Meeting; provided, however, that in the event that the Annual Meeting is called for a date that is not within twenty-five (25) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10 ^th ) day following the day on which such notice of the date of the Annual Meeting was mailed or such public disclosure of the date of the Annual Meeting was made, whichever first occurs. In no event shall the adjournment or postponement of an Annual Meeting, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

To be in proper written form, a stockholder’s notice to the Secretary must set forth the following information: (a) as to each matter such stockholder proposes to bring before

the Annual Meeting, a brief description of the business desired to be brought before the Annual Meeting and the proposed text of any proposal regarding such business (including the text of any resolutions proposed for consideration and, if such business includes a proposal to amend these By-Laws, the text of the proposed amendment), and the reasons for conducting such business at the Annual Meeting, and (b) as to the stockholder giving notice and the beneficial owner, if any, on whose behalf the proposal is being made, (i) the name and address of such person, (ii) (A) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person, (B) the name of each nominee holder of shares of all stock of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such shares of stock of the Corporation held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the Corporation; (iii) a description of all agreements, arrangements, or understandings (whether written or oral) between or among such person, or any affiliates or associates of such person, and any other person or persons (including their names) in connection

with or relating to (A) the Corporation or (B) the proposal, including any material interest in, or anticipated benefit from the proposal to such person, or any affiliates or associates of such person, (iv) a representation that the stockholder giving notice intends to appear in person or by proxy at the Annual Meeting to bring such business before the meeting; and (v) any other information relating to such person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies by such person with respect to the proposed business to be brought by such person before the Annual Meeting pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder.

A stockholder providing notice of business proposed to be brought before an Annual Meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 5 of this Article II shall be true and correct as of the record date for determining the stockholders entitled to receive notice of the Annual Meeting and such update and supplement shall be delivered to or be mailed and received by the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for determining the stockholders entitled to receive notice of, and to vote at, the Annual Meeting.

No business shall be conducted at the Annual Meeting except business brought before the Annual Meeting in accordance with the procedures set forth in this Section 5 of this Article II; provided , however , that, once business has been properly brought before the Annual Meeting in accordance with such procedures, nothing in this Section 5 of this Article II shall be deemed to preclude discussion by any stockholder of any such business. If the chairman of an Annual Meeting determines that business was not properly brought before the Annual Meeting in accordance with the foregoing procedures, the chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.

Nothing contained in this Section 5 of this Article II shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act (or any successor provision of law).

Section 6. Nomination of Directors .

(a) Nominations Generally . Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise provided in the Certificate of Incorporation with respect to the right, if any, of holders of preferred stock of the Corporation to nominate and elect a specified number of directors in certain circumstances. Nominations of persons for election to the Board may be made at any Annual Meeting, or at any Special Meeting called for the purpose of electing directors, (i) by or at the direction of the Board (or any duly authorized committee thereof) or (ii) by any stockholder of the Corporation (1) who is a stockholder of record on the date of the giving of the notice provided for in this Section 6 of this Article II and on the record date for the determination of stockholders entitled to notice of and to vote at such Annual Meeting or Special Meeting and (2) who complies with the notice procedures set forth in this Section 6 of this Article II.

(b) Stockholder Nominations . In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

(i) To be timely, a stockholder’s notice to the Secretary must be delivered to or be mailed and received at the principal executive offices of the Corporation

(1) in the case of an Annual Meeting, not less than ninety (90) days nor more than one hundred and twenty (120) days prior to the anniversary date of the immediately preceding Annual Meeting; provided , however , that in the event that the Annual Meeting is called for a date that is not within twenty-five (25) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the Annual Meeting was mailed or such public disclosure of the date of the Annual Meeting was made, whichever first occurs; and

(2) in the case of a Special Meeting called for the purpose of electing directors, not later than the close of business on the tenth (10th) day following the day on which notice of the date of the Special Meeting was mailed or public disclosure of the date of the Special Meeting was made, whichever first occurs.

In no event shall the adjournment or postponement of an Annual Meeting or a Special Meeting called for the purpose of electing directors, or the public announcement of such an adjournment or postponement, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(ii) To be in proper written form, a stockholder’s notice to the Secretary must set forth the following information:

(1) as to each person whom the stockholder proposes to nominate for election as a director (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person,

(2) such person’s answers to a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request),

(3) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person,

(4) the name of each nominee holder of shares of all stock of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of such shares of stock of the Corporation held by each such nominee holder,

(5) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation,

(6) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the Corporation,

(7) such person’s written representation and agreement, in the form provided by the Secretary upon written request, that such person (A) is not and will not become a party to any agreement, arrangement or understanding (whether written or oral) with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question, (B) is not and will not become a party to any agreement, arrangement or understanding (whether written or oral) with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director of the Corporation that has not been disclosed to the Corporation, and (C) in such person’s individual capacity, would be in compliance, if elected as a director of the Corporation, and will comply with, all applicable publicly disclosed confidentiality, corporate governance, conflict of interest, Regulation FD, code of conduct and ethics, and stock ownership and trading policies and guidelines of the Corporation,

(8) such person’s written undertaking, if elected as a director of the Corporation, to submit a conditional letter of resignation upon election, the effectiveness of such resignation to be conditioned on a finding by a court of competent jurisdiction that such person, in their capacity as a director of the Corporation, intentionally disclosed confidential information to third parties in breach of such person’s confidentiality obligations to the Corporation under applicable law, any applicable agreement or any policies or guidelines of the Corporation, and

(9) any other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder;

(10) as to the stockholder giving the notice, and the beneficial owner, if any, on whose behalf the nomination is being made,

(A) the name and record address of the stockholder giving the notice and the name and principal place of business of such beneficial owner;

(B) the class or series and number of all shares of stock of the Corporation which are owned beneficially or of record by such person and any affiliates or associates of such person,

(C) the name of each nominee holder of shares of the Corporation owned beneficially but not of record by such person or any affiliates or associates of such person, and the number of shares of stock of the Corporation held by each such nominee holder,

(D) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person, or any affiliates or associates of such person, with respect to stock of the Corporation;

(E) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock of the Corporation) has been made by or on behalf of such person, or any affiliates or associates of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk or benefit of stock price changes for, such person, or any affiliates or associates of such person, or to increase or decrease the voting power or pecuniary or economic interest of such person, or any affiliates or associates of such person, with respect to stock of the Corporation;

(F) a description of (xx) all agreements, arrangements, or understandings (whether written or oral) between such person, or any affiliates or associates of such person, and any proposed nominee, or any affiliates or associates of such proposed nominee, (yy) all agreements, arrangements, or understandings (whether written or oral) between such person, or any affiliates or associates of such person, and any other person or persons (including their names) pursuant to which the nomination(s) are being made by such person, or otherwise relating to the Corporation or their ownership of capital stock of the Corporation, and (zz) any material interest of such person, or any affiliates or associates of such person, in such nomination, including any anticipated benefit therefrom to such person, or any affiliates or associates of such person;

(G) a representation that the stockholder giving notice intends to appear in person or by proxy at the Annual Meeting or Special Meeting to nominate the persons named in its notice;

(H) any other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and

(I) such other information as the Corporation may reasonably require, including such information as may be necessary or appropriate in determining the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.

(c) Duty to Update Nominations and Information . A stockholder providing notice of any nomination proposed to be made at an Annual Meeting or Special Meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 6 of this Article II shall be true and correct as of the record date for determining the stockholders entitled to receive notice of the Annual Meeting or Special Meeting, and such update and supplement shall be delivered to or be mailed and received by the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for determining the stockholders entitled to receive notice of such Annual Meeting or Special Meeting.

(d) Eligibility of a Nominee . No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 6 of this Article II. If the Chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

Section 7. Adjournments . Any meeting of the stockholders may be adjourned from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place, if any, thereof and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than twenty-five (25) days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting in accordance with the requirements of Section 4 of this Article II shall be given to each stockholder of record entitled to notice of and to vote at the meeting.

Section 8. Quorum . Unless otherwise required by applicable law or the Certificate of Incorporation, the holders of a majority of the Corporation’s capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, in the manner provided in Section 5 of this Article II, until a quorum shall be present or represented.

Section 9. Voting . Unless otherwise required by law, the Certificate of Incorporation or these By-Laws, or permitted by the rules of any stock exchange on which the Corporation’s shares are listed and traded, any question brought before any meeting of the stockholders, other than the election of directors, shall be decided by the vote of the holders of a majority of the total number of votes of the Corporation’s capital stock represented at the meeting and entitled to vote on such question, voting as a single class. Unless otherwise provided in the Certificate of Incorporation, and subject to Section 12 of this Article II, each stockholder represented at a meeting of the stockholders shall be entitled to cast one (1) vote for each share of the capital stock entitled to vote thereat held by such stockholder. Such votes may be cast in person or by proxy as provided in Section 8 of this Article II. The Board, in its discretion, or the officer of the Corporation presiding at a meeting of the stockholders, in such officer’s discretion, may require that any votes cast at such meeting shall be cast by written ballot.

Section 10. Proxies . Each stockholder entitled to vote at a meeting of the stockholders may authorize another person or persons to act for such stockholder as proxy, but no such proxy shall be voted upon after three years from its date, unless such proxy provides for a longer period. Without limiting the manner in which a stockholder may authorize another person or persons to act for such stockholder as proxy, the following shall constitute a valid means by which a stockholder may grant such authority:

(i) A stockholder may execute a writing authorizing another person or persons to act for such stockholder as proxy. Execution may be accomplished by the stockholder or such stockholder’s authorized officer, director, employee or agent signing such writing or causing such person’s signature to be affixed to such writing by any reasonable means, including, but not limited to, by facsimile signature.

(ii) A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder. If it is determined that such telegrams, cablegrams or other electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information on which they relied.

Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission authorizing another person or persons to act as proxy for a stockholder may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used; provided, however, that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

Section 11. List of Stockholders Entitled to Vote . The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at

least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

Section 12. Record Date . In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of the stockholders shall be at the close of business on the day

next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of the stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting

Section 13. Stock Ledger . The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 11 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting of the stockholders.

Section 14. Conduct of Meetings . The Board of the Corporation may adopt by resolution such rules and regulations for the conduct of any meeting of the stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board, the chairman of any meeting of the stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (iii) rules and procedures for maintaining order at the meeting and the safety of those present; (iv) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (v) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (vi) limitations on the time allotted to questions or comments by participants.

Section 15. Inspectors of Election . In advance of any meeting of the stockholders, the Board, by resolution, the Chairman or the President shall appoint one or more inspectors to act at the meeting and make a written report thereof. One or more other persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of the stockholders, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Unless otherwise required by applicable law, inspectors may be officers, employees or agents of the Corporation. Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability. The inspector shall have the duties prescribed by law and shall take charge of the polls and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by applicable law.

ARTICLE III

DIRECTORS

Section 1. Number and Election of Directors . The number of Directors constituting the Board shall be determined in the manner set forth in the Certificate of Incorporation. Until the 2019 Annual Meeting, the Board shall be classified pursuant to Section 141(d) of the GCL and in accordance with the Certificate of Incorporation.

Section 2. Vacancies . Unless otherwise required by law or the Certificate of Incorporation, vacancies on the Board or any committee thereof arising through death, resignation, removal, an increase in the number of directors constituting the Board or such

committee or otherwise may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. During the period in which the Board is classified pursuant to Section 141(d) of the GCL, any director of any class elected to fill a vacancy resulting from an increase in the number of directors of such class shall hold office for a term that shall coincide with the remaining term of that class. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his or her predecessor.

Section 3. Duties and Powers . The business and affairs of the Corporation shall be managed by or under the direction of the Board which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws required to be exercised or done by the stockholders.

Section 4. Meetings . The Board and any committee thereof may hold meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the Board or any committee thereof may be held without notice at such time and at such place as may from time to time be determined by the Board or such committee, respectively. Special meetings of the Board may be called by the Chairman, if there be one, the President, or by a majority of the directors then in office. Special meetings of any committee of the Board may be called by the chairman of such committee, if there be one, the President, or a majority of the directors serving on such committee. Notice thereof stating the place, date and hour of the meeting shall be given to each director (or, in the case of a committee, to each member of such committee) either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone, telegram or electronic means on twenty-four (24) hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

Section 5. Organization . At each meeting of the Board or any committee thereof, the Chairman of the Board or the chairman of such committee, as the case may be, or, in his or her absence or if there be none, a director chosen by a majority of the directors present, shall act as chairman. Except as provided below, the Secretary of the Corporation shall act as secretary at each meeting of the Board and of each committee thereof. In case the Secretary shall be absent from any meeting of the Board or of any committee thereof, an Assistant Secretary shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the Secretary and all the Assistant Secretaries, the chairman of the meeting may appoint any person to act as secretary of the meeting. Notwithstanding the foregoing, the members of each committee of the Board may appoint any person to act as secretary of any meeting of such committee and the Secretary or any Assistant Secretary of the Corporation may, but need not if such committee so elects, serve in such capacity.

Section 6. Resignations and Removals of Directors . Any director of the Corporation may resign from the Board or any committee thereof at any time, by giving notice in writing or by electronic transmission to the Chairman of the Board, if there be one, the President or the Secretary of the Corporation and, in the case of a committee, to the chairman of such committee, if there be one. Such resignation shall take effect at the time therein specified or, if no time is specified, immediately; and, unless otherwise specified in such notice, the acceptance of such resignation shall not be necessary to make it effective. Except as otherwise required by applicable law and subject to the rights, if any, of the holders of shares of preferred stock then outstanding, any director or the entire Board may be removed from office at any time and only

by the affirmative vote of the holders of at least a majority in voting power of the issued and outstanding capital stock of the Corporation entitled to vote in the election of directors; provided , however , that until such time as the Board is no longer classified, directors may be removed from office only for cause in accordance with Section 141(k) of the GCL, following which directors may be removed from office with or without cause. Any director serving on a committee of the Board may be removed from such committee at any time by the Board.

Section 7. Quorum . Except as otherwise required by law, or the Certificate of Incorporation or the rules and regulations of any securities exchange on which the Corporation’s securities are listed for trading, at all meetings of the Board or any committee thereof, a majority of the entire Board or a majority of the directors constituting such committee, as the case may be, shall constitute a quorum for the transaction of business and the act of a majority of the directors or committee members present at any meeting at which there is a quorum shall be the act of the Board or such committee, as applicable. If a quorum shall not be present at any meeting of the Board or any committee thereof, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting of the time and place of the adjourned meeting, until a quorum shall be present.

Section 8. Actions of the Board by Written Consent . Unless otherwise provided in the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, if all the members of the Board or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 9. Meetings by Means of Conference Telephone . Unless otherwise provided in the Certificate of Incorporation or these By-Laws, members of the Board of the Corporation, or any committee thereof, may participate in a meeting of the Board or such committee by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 10 shall constitute presence in person at such meeting.

Section 10. Committees . The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. Each member of a committee must meet the requirements for membership, if any, imposed by applicable law and the rules and regulations of any securities exchange on which the securities of the Corporation are listed for trading. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. Subject to the rules and regulations of any securities exchange on which the securities of the Corporation are listed for trading, in the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another qualified member of the Board to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent permitted by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the

Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board when required. Notwithstanding anything to the contrary contained in this Article III, the resolution of the Board establishing any committee of the Board and/or the charter of any such committee may establish requirements or procedures relating to the governance and/or operation of such committee that are different from, or in addition to, those set forth in these By-Laws and, to the extent that there is any inconsistency between these By-Laws and any such resolution or charter, the terms of such resolution or charter shall be controlling.

Section 11. Standing Committees . The Board shall establish standing committees of the Board as provided by the following provisions of this Section 12.

(a) Audit Committee . The audit committee shall be composed of at least three members of the Board, each of whom shall be an Independent Director (as such term is defined in Section 12(f) of this Article III), shall not, in relation to the Corporation, be an “affiliated person” as defined in Rule 10A–3 under the Securities Exchange Act of 1934, (as amended and any successor statute, the “Exchange Act”) and shall meet such other qualifications for membership on the audit committee as are from time to time required by the listing standards of the New York Stock Exchange (“NYSE”) or Nasdaq Stock Market (“Nasdaq”) applicable to the Corporation. The audit committee shall assist the Board in overseeing the Corporation’s financial reporting and shall have such authority and responsibility as is provided in the committee’s charter (as hereinafter provided for) and, subject thereto, as is normally incident to the functioning of the audit committee of a publicly–traded company and shall perform the other functions provided to be performed by it by these By-Laws and such other functions as are from time to time assigned to it by the Board.

(b) Management Development and Compensation Committee . The management development and compensation committee shall be composed of at least three members of the Board, each of whom shall be an Independent Director and shall meet such other qualifications as may be necessary to qualify as a non–employee director under Rule 16b–3 under the Exchange Act (as from time to time in effect) and as an outside director under Section 162(m) of the Internal Revenue Code of 1986, as amended (and as from time to time in effect). No member of the committee shall be eligible to participate in any compensation plan or program of the Corporation or any company controlled, directly or indirectly, by the Corporation (a “Subsidiary”) that is administered or overseen by the committee. The management development and compensation committee shall assist the Board in overseeing the compensation of the Corporation’s officers, the Corporation’s employee stock option or other equity–based compensation plans and programs and the Corporation’s management compensation policies and shall have such authority and responsibility as is provided in the committee’s charter (as hereinafter provided for) and, subject thereto and subject to other direction of the Board, as is normally incident to the functioning of the management compensation committee of a publicly–traded company and shall perform the other functions provided to be performed by it by these By-Laws and such other functions as are from time to time assigned to it by the Board. Unless reviewed and, if necessary, approved by the management development and compensation committee, the Corporation shall not cause or permit any Subsidiary of the Corporation to pay or grant any compensation to any officer or employee of the Corporation which, if paid or granted by the Corporation, would require review or approval of the management development and compensation committee.

(c) Nominating and Governance Committee . The nominating and governance committee shall be composed of at least three members of the Board, each of whom shall be an Independent Director and the appointment of each of whom shall require the affirmative vote of a majority of the Independent Directors in office at the time. The nominating and governance committee:

(i) shall have authority and responsibility to recommend to the Board for approval the candidates to be recommended by the Board to the stockholders for election as directors of the Corporation or to be appointed by the Board to fill a vacancy on the Board, who shall be such as to cause, if such candidates are elected, the composition of the Board to satisfy the requirements of the Certificate of Incorporation (as applicable) regarding director independence and the requirements of this Section 12(c) of this Article III;

(ii) shall advise the Board on its policies and procedures for carrying out its responsibilities and on the Corporation’s policies and procedures respecting stockholder participation in corporate governance;

(iii) shall have such authority and responsibility as is provided in the committee’s charter (as hereinafter provided for) and, subject thereto and subject to other direction of the Board, as is normally incident to the functioning of the nominating or governance committee of a publicly–traded company; and

(iv) shall perform the other functions provided to be performed by it by these By-Laws and such other functions as are from time to time assigned to it by the Board.

(d) Finance Committee . The finance committee shall be composed of at least three members of the Board. The finance committee shall have the authority and responsibility to review and recommend matters related to the Corporation’s capital structure, including the issuance of debt and equity securities; banking arrangements, including the investment of corporate cash; and management of the corporate debt structure. In addition, the finance committee shall review and approve material finance and other cash management transactions. The finance committee shall also be responsible for overseeing and advising the Board on assessing capital expenditures, operating income, cash flow, cash management and working capital; reviewing investment strategies and policies; assessing the dividend payment policy; reviewing plans to repurchase shares of stock of the Corporation; assessing adjustments to the Corporation’s capital structure; assessing annual and five-year capital plans and specific capital plan investments; assessing financial aspects of insurance and risk management; reviewing the Corporation’s actual and forecasted operating performance; reviewing the Corporation’s annual earnings guidance; and reviewing financial aspects of proposed mergers, acquisitions, divestitures, strategic investments, collaborations and joint ventures.

(e) Committee Charters . The Board, by majority vote, shall approve a charter describing the purposes, functions and responsibilities of each standing committee of the Board. Each standing committee of the Board shall prepare and recommend to the Board for its approval the committee’s charter and shall, at least annually, review and report to the Board on the adequacy thereof. In addition to and without limiting the provisions of paragraphs (a) through (c) of this Section 12 of Article III, each standing committee of the Board shall have the authority and responsibility provided by its Board–approved charter, subject to further action by the Board, and no further authorization of the Board shall be necessary for actions by a committee within

the scope of its charter. Any other committee of the Board may likewise prepare and recommend to the Board a charter for the committee and shall have the authority and responsibility provided by its Board–approved charter.

(f) Committee Advisors and Resources . Each standing committee of the Board shall have the authority to retain, at the Corporation’s expense, such legal and other counsel and advisors as it determines to be necessary or appropriate to carry out its responsibilities within the scope of its charter. Each other committee of the Board shall have like authority to the extent provided by its charter or otherwise authorized by the Board. The Corporation shall pay the compensation of the independent auditor of the Corporation for all audit services, as approved by the audit committee, without need for further authorization.

(g) Independent Director Standard . “Independent Director” shall mean a director who (i) qualifies as an “independent director” within the meaning of the corporate governance listing standards from time to time adopted by the NYSE or Nasdaq, whichever market the shares of stock of the Corporation are listed for trading on at the time (or, if at any time the shares of stock of the Corporation are not listed for trading on either such market, as would be applicable if the shares of stock of the Corporation were then listed on the NYSE) with respect to the composition of the board of directors of a listed company (without regard to any independence criteria applicable under such standards only to the members of a committee of the board of directors) and (ii) also satisfies the minimum requirements of director independence of Rule 10A–3(b)(1) under the Exchange Act, whether or not such director is a member of the audit committee.

Section 12. Compensation . The directors may be paid their expenses, if any, of attendance at each meeting of the Board and may be paid a fixed sum for attendance at each

meeting of the Board or a stated salary for service as director, payable in cash or securities. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for service as committee members.

Section 13. Interested Directors . No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee thereof which authorizes the contract or transaction, or solely because any such director’s or officer’s vote is counted for such purpose if: (i) the material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes the contract or transaction.

ARTICLE IV

OFFICERS

Section 1. General . The officers of the Corporation shall be chosen by the Board and shall be President, one or more Vice Presidents, a Treasurer, a Secretary and a General Counsel and shall designate an officer as Chief Financial Officer and an officer as Controller and may designate such other officers, with such titles, authority and responsibility (including Assistant Vice Presidents, Assistant Treasurers and Assistant Secretaries), as the Board considers appropriate for the conduct of the business and affairs of the Corporation. The Board, in its discretion, also may choose a Chairman of the Board (who must be a director). Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these By-Laws. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board, need such officers be directors of the Corporation.

Section 2. Election . The Board, at its first meeting held after each Annual Meeting, shall elect the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board; and each officer of the Corporation shall hold office until such officer’s successor is elected and qualified, or until such officer’s earlier death, resignation or removal. Any officer elected by the Board may be removed at any time by the Board. Any vacancy occurring in any office of the Corporation shall be filled by the Board. The salaries of all officers of the Corporation shall be fixed by or at the direction of the Board or a duly authorized committee thereof.

Section 3. Voting Securities Owned by the Corporation . Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by

the President or any Vice President or any other officer authorized to do so by the Board and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board may, by resolution, from time to time confer like powers upon any other person or persons.

Section 4. Chairman of the Board . The Chairman of the Board, if there be one, shall preside at all meetings of the stockholders and of the Board. Except where by law the signature of the President is required, the Chairman of the Board shall possess the same power as the President to sign all contracts, certificates and other instruments of the Corporation which may be authorized by the Board. During the absence or disability of the President, the Chairman of the Board shall exercise all the powers and discharge all the duties of the President. The Chairman of the Board shall also perform such other duties and may exercise such other powers as may from time to time be assigned by these By-Laws or by the Board.

Section 5. President . The President shall, subject to the control of the Board and, if there be one, the Chairman of the Board, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board are carried into effect. The President shall be the Chief Executive Officer of the Corporation, unless the Board designates another officer or the Chairman of the Board as the Chief Executive Officer. The President shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise

signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these By-Laws, the Board or the President. In the absence or disability of the Chairman of the Board, or if there be none, the President shall preside at all meetings of the stockholders and, provided the President is also a director, the Board. If there be no Chairman of the Board, or if the Board shall otherwise designate, the President shall be the Chief Executive Officer of the Corporation. The President shall also perform such other duties and may exercise such other powers as may from time to time be assigned to such officer by these By-Laws or by the Board.

Section 6. Vice Presidents; Operation or Division Presidents . The Board may elect one or more Vice Presidents, with such further titles (including designation as President of a division or operation of the Corporation) and with such authority and responsibility as the Board may determine. At the request of the President or in the President’s absence or in the event of the President’s inability or refusal to act (and if there be no Chairman of the Board), one or more of the Vice Presidents, if there are more than one (in the order designated by the Board), shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as the Board from time to time may prescribe. If there be no Chairman of the Board and no Vice President, the Board shall designate the officer of the Corporation who, in the absence of the President or in the event of the inability or refusal of the President to act, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

Section 7. General Counsel . The Board shall designate a General Counsel for the Corporation, who shall be the Corporation’s chief legal officer and shall have general

supervision of the legal affairs of the Corporation and such other authority and responsibility as the Board may designate and, subject to the direction of the Board, the authority and responsibility customary to such office.

Section 8. Secretary . The Secretary shall attend all meetings of the Board and all meetings of the stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for committees of the Board when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board, and shall perform such other duties as may be prescribed by the Board, the Chairman of the Board or the President, under whose supervision the Secretary shall be. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board, and if there be no Assistant Secretary, then either the Board or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board may give general authority to any other officer to affix the seal of the Corporation and to attest to the affixing by such officer’s signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

Section 9. Chief Financial Officer; Controller . The Board shall designate an officer as the Chief Financial Officer of the Corporation, who shall have general supervision of the financial affairs of the Corporation, such other authority and responsibility as the Board may

designate and, subject to the direction of the Board, the authority and responsibility customary to such office. In the absence or disability of the Chief Financial Officer, his or her duties may be performed by any other officer designated by him or her, by the President or by the Board. The Board shall also designate an officer as the Controller of the Corporation, who shall be the chief accounting officer of the Corporation (and may be the same as or different from the Chief Financial Officer). The Controller shall have general supervision of the books and accounts of the Corporation, such other authority and responsibility as the Board may designate and, subject to the direction of the Board, the authority and responsibility customary to such office. In the absence or disability of the Controller, his or her duties may be performed by any other officer designated by him or her, by the President or by the Board.

Section 10. Treasurer . The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and the Board, at its regular meetings, or when the Board so requires, an account of all transactions as Treasurer and of the financial condition of the Corporation. If required by the Board, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of the office of the Treasurer and for the restoration to the Corporation, in case of the Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Treasurer’s possession or under the Treasurer’s control belonging to the Corporation.

Section 11. Assistant Secretaries . Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board, the President, any Vice President, if there be one, or the Secretary, and in the absence of the Secretary or in the event of the Secretary’s inability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

Section 12. Assistant Treasurers . Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board, the President, any Vice President, if there be one, or the Treasurer, and in the absence of the Treasurer or in the event of the Treasurer’s inability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer. If required by the Board, an Assistant Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of the office of Assistant Treasurer and for the restoration to the Corporation, in case of the Assistant Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Assistant Treasurer’s possession or under the Assistant Treasurer’s control belonging to the Corporation.

Section 13. Other Officers . Such other officers as the Board may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board. The Board may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

Section 14. Bonded Officers . In addition to the Treasurer and Assistant Treasurer, such officers and employees of the Corporation as the Board shall determine shall give bond for the faithful discharge of their duties in such form and for such amount and with such surety or sureties as the Board shall require. The expense of procuring such bonds shall be borne by the Corporation.

ARTICLE V

STOCK

Section 1. Shares of Stock . Except as otherwise provided in a resolution approved by the Board, all shares of capital stock of the Corporation shall be uncertificated shares.

Section 2. Signatures . Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

Section 3. Lost Certificates . The Board may direct a new certificate or uncertificated shares be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issuance of a new certificate or uncertificated shares, the Board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or such owner’s legal representative, to advertise the same in such manner as the Board shall require and/or to give the Corporation a bond in such sum as it may direct as

indemnity against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate or the issuance of such new certificate or uncertificated shares.

Section 4. Transfers . Stock of the Corporation shall be transferable in the manner prescribed by applicable law and in these By-Laws. Transfers of stock shall be made on the books of the Corporation, and in the case of certificated shares of stock, only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, properly endorsed for transfer and payment of all necessary transfer taxes; or, in the case of uncertificated shares of stock, upon receipt of proper transfer instructions from the registered holder of the shares or by such person’s attorney lawfully constituted in writing, and upon payment of all necessary transfer taxes and compliance with appropriate procedures for transferring shares in uncertificated form; provided, however, that such surrender and endorsement, compliance or payment of taxes shall not be required in any case in which the officers of the Corporation shall determine to waive such requirement. With respect to certificated shares of stock, every certificate exchanged, returned or surrendered to the Corporation shall be marked “Cancelled,” with the date of cancellation, by the Secretary or Assistant Secretary of the Corporation or the transfer agent thereof. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.

Section 5. Dividend Record Date . In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix

a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

Section 6. Record Owners . The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by law.

Section 7. Transfer and Registry Agents . The Corporation may from time to time maintain one or more transfer offices or agencies and registry offices or agencies at such place or places as may be determined from time to time by the Board.

ARTICLE VI

NOTICES

Section 1. Notices . Whenever written notice is required by law, the Certificate of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at such person’s address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders

given by the Corporation under applicable law, the Certificate of Incorporation or these By-Laws shall be effective if given by a form of electronic transmission if consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Corporation. Any such consent shall be deemed to be revoked if (i) the Corporation is unable to deliver by electronic transmission two (2) consecutive notices by the Corporation in accordance with such consent and (ii) such inability becomes known to the Secretary or Assistant Secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, that the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Notice given by electronic transmission, as described above, shall be deemed given: (i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (iii) if by a posting on an electronic network, together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (iv) if by any other form of electronic transmission, when directed to the stockholder. Notice to directors or committee members may be given personally or by telegram, telex, cable or by means of electronic transmission.

Section 2. Waivers of Notice . Whenever any notice is required by applicable law, the Certificate of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to notice, or a waiver by electronic transmission by the person or persons entitled to notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a person at a meeting, present in person or represented by proxy, shall constitute a waiver of notice

of such meeting, except where the person attends the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any Annual or Special Meeting or any regular or special meeting of the directors or members of a committee of directors need be specified in any written waiver of notice unless so required by law, the Certificate of Incorporation or these By-Laws.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Dividends . Dividends upon the capital stock of the Corporation, subject to the requirements of the GCL and the provisions of the Certificate of Incorporation, if any, may be declared by the Board at any regular or special meeting of the Board (or any action by written consent in lieu thereof in accordance with Section 9 of Article III hereof), and may be paid in cash, in property, or in shares of the Corporation’s capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for purchasing any of the shares of capital stock, warrants, rights, options, bonds, debentures, notes, scrip or other securities or evidences of indebtedness of the Corporation, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board may modify or abolish any such reserve.

Section 2. Disbursements . All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board may from time to time designate.

Section 3. Fiscal Year . The fiscal year of the Corporation shall be fixed by resolution of the Board.

Section 4. Corporate Seal . The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE VIII

INDEMNIFICATION

Section 1. Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation . Subject to Section 3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the

person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

Section 2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation . Subject to Section 3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 3. Authorization of Indemnification . Any indemnification under this Article VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director or

officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

Section 4. Good Faith Defined . For purposes of any determination under Section 3 of this Article VIII, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person’s conduct was unlawful, if such person’s action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to such person by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an

independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The provisions of this Section 4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be.

Section 5. Indemnification by a Court . Notwithstanding any contrary determination in the specific case under Section 3 of this Article VIII, and notwithstanding the absence of any determination thereunder, any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 1 or Section 2 of this Article VIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article VIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Section 6. Expenses Payable in Advance . Expenses (including attorneys’ fees) incurred by a director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final

disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article VIII. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

Section 7. Nonexclusivity of Indemnification and Advancement of Expenses . The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Section 1 and Section 2 of this Article VIII shall be made to the fullest extent permitted by law. The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not specified in Section 1 or Section 2 of this Article VIII but whom the Corporation has the power or obligation to indemnify under the provisions of the GCL, or otherwise.

Section 8. Insurance . The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any

such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Article VIII.

Section 9. Certain Definitions . For purposes of this Article VIII, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. The term “another enterprise” as used in this Article VIII shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. For purposes of this Article VIII, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VIII.

Section 10. Survival of Indemnification and Advancement of Expenses . The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 11. Limitation on Indemnification . Notwithstanding anything contained in this Article VIII to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 5 of this Article VIII), the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of the Corporation.

Section 12. Indemnification of Employees and Agents . The Corporation may, to the extent authorized from time to time by the Board, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VIII to directors and officers of the Corporation.

ARTICLE IX

FORUM FOR ADJUDICATION OF CERTAIN DISPUTES

Section 1. Forum for Adjudication of Certain Disputes . Unless the Corporation consents in writing to the selection of an alternative forum (an “Alternative Forum Consent”), the Court of Chancery of the State of Delaware shall be the sole and exclusive forum

for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, stockholder, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation or any director, officer, stockholder, employee or agent of the Corporation arising out of or relating to any provision of the GCL, the Certificate of Incorporation or these By-Laws, or (iv) any action asserting a claim against the Corporation or any director, officer, stockholder, employee or agent of the Corporation governed by the internal affairs doctrine of the State of Delaware; provided, however , that, in the event that the Court of Chancery of the State of Delaware lacks subject matter jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding shall be another state or federal court located within the State of Delaware, in each such case, unless the Court of Chancery (or such other state or federal court located within the State of Delaware, as applicable) has dismissed a prior action by the same plaintiff asserting the same claims because such court lacked personal jurisdiction over an indispensable party named as a defendant therein. Failure to enforce the foregoing provisions would cause the Corporation irreparable harm and the Corporation shall be entitled to equitable relief, including injunctive relief and specific performance, to enforce the foregoing provisions. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 1 of this Article IX. The existence of any prior Alternative Forum Consent shall not act as a waiver of the Corporation’s ongoing consent right as set forth above in this Section 1 of Article IX with respect to any current or future actions or claims.

ARTICLE X

AMENDMENTS

Section 1. Amendments . These By-Laws may be altered, amended or repealed, in whole or in part, or new By-Laws may be adopted by the stockholders or by the Board; provided , however , that notice of such alteration, amendment, repeal or adoption of new By-Laws be contained in the notice of such meeting of the stockholders or Board, as the case may be. All such amendments must be approved by either the holders of a majority of the outstanding capital stock entitled to vote thereon or by a majority of the entire Board then in office; provided , however , that any proposed alteration, amendment or repeal of, or the adoption of any By-Law inconsistent with, Article VIII, Article IX, Article X and Sections 5 and 6 of Article II of these By-Laws (in each case, as in effect on the date hereof), or the alteration, amendment or repeal of, or the adoption of any provision inconsistent with this sentence, may only be made by the affirmative vote of the holders of not less than sixty-six and two-thirds percent (66 2/3%) of the outstanding capital stock entitled to vote thereon.

Section 2. Entire Board . As used in this Article X and in these By-Laws generally, the term “entire Board” means the total number of directors which the Corporation would have if there were no vacancies.

* * *

Adopted as of: March 30, 2016

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



Article I DEFINITIONS			2

Section 1.01 Definitions			2

Article II SERVICES			7

Section 2.01 Services			7
Section 2.02 Performance of Services			8
Section 2.03 Charges for Services			9
Section 2.04 Changes in the Performance of Services			9
Section 2.05 Transitional Nature of Services			10
Section 2.06 Subcontracting			10

Article III OTHER ARRANGEMENTS			10

Section 3.01 Access			10
Section 3.02 Access to SAP Database			11

Article IV BILLING; TAXES			12

Section 4.01 Procedure			12
Section 4.02 Late Payments			13
Section 4.03 Taxes			13
Section 4.04 No Set-Off			13

Article V TERM AND TERMINATION			13

Section 5.01 Term			13
Section 5.02 Early Termination			13
Section 5.03 Interdependencies			14
Section 5.04 Effect of Termination			14
Section 5.05 Information Transmission			15

Article VI CONFIDENTIALITY; PROTECTIVE ARRANGEMENTS			15

Section 6.01 AWI and AFI Obligations			15
Section 6.02 No Release; Return or Destruction			16
Section 6.03 Privacy and Data Protection Laws			16
Section 6.04 Protective Arrangements			16

Article VII LIMITED LIABILITY AND INDEMNIFICATION			17

Section 7.01 Limitations on Liability			17
Section 7.02 Obligation to Re-Perform; Liabilities			17
Section 7.03 Third-Party Claims			18
Section 7.04 Provider Indemnity			18
Section 7.05 Indemnification Procedures			18

Article VIII TRANSITION COMMITTEE			18

Section 8.01 Establishment			18

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Article IX MISCELLANEOUS			18

Section 9.01 Mutual Cooperation			18
Section 9.02 Further Assurances			19
Section 9.03 Audit Assistance			19
Section 9.04 Title to Intellectual Property			19
Section 9.05 Independent Contractors			19
Section 9.06 Counterparts; Entire Agreement; Corporate Power			19
Section 9.07 Governing Law			20
Section 9.08 Assignability			20
Section 9.09 Third-Party Beneficiaries			21
Section 9.10 Notices			21
Section 9.11 Severability			22
Section 9.12 Force Majeure			22
Section 9.13 Headings			23
Section 9.14 Survival of Covenants			23
Section 9.15 Waivers of Default			23
Section 9.16 Dispute Resolution			23
Section 9.17 Specific Performance			23
Section 9.18 Amendments			24
Section 9.19 Interpretation			24
Section 9.20 Mutual Drafting			24

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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, 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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If to AFI, to:

	Armstrong Flooring, Inc.
	P.O. Box 3025
	Lancaster, PA 17604
	Email: Csparisi@armstrongflooring.com
	Attention: General Counsel

with a copy (prior to the Distribution Effective Time) 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

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

Section 9.11 Severability . If any provision of this Transition Services 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 such 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 9.12 Force Majeure . No Party shall be deemed in default of this Transition Services Agreement for any delay or failure to fulfill any obligation hereunder (other than the obligation to pay money) so long as and to the extent to which any delay or failure in the fulfillment of such obligations is prevented, frustrated, hindered or delayed as a consequence of

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circumstances of Force Majeure. In the event of any such excused delay, the time for performance (other than the obligation to pay money) shall be extended for a period equal to the time lost by reason of the delay unless this Transition Services Agreement has previously been terminated under Article V or under this Section 9.12 . A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such Force Majeure, (a) provide written notice to the other Party of the nature and extent of such Force Majeure; and (b) use commercially reasonable efforts to remove any such causes and resume performance under this Transition Services Agreement as soon as reasonably practicable (and in no event later than the date that the affected Party resumes providing analogous services to, or otherwise resumes analogous performance under any other agreement for, itself, its Affiliates or any Third Party) unless this Transition Services Agreement has previously been terminated under Article V or this Section 9.12 . The Recipient shall be (i) relieved of the obligation to pay Charges for the affected Service(s) throughout the duration of such Force Majeure and (ii) entitled to permanently terminate such Service(s) if the delay or failure in providing such Services because of a Force Majeure shall continue to exist for more than thirty (30) consecutive days (it being understood that the Recipient shall not be required to provide any advance notice of such termination to the Provider).

Section 9.13 Headings . The Article, Section and Paragraph headings contained in this Transition Services Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Transition Services Agreement.

Section 9.14 Survival of Covenants . Except as expressly set forth in this Transition Services Agreement, the covenants, representations and warranties and other agreements contained in this Transition Services Agreement, and Liability for the breach of any obligations contained herein, shall survive the Distribution Effective Time and shall remain in full force and effect thereafter.

Section 9.15 Waivers of Default . Waiver by any Party of any default by the other Party of any provision of this Transition Services 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 Transition Services 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 9.16 Dispute Resolution . In the event of any controversy, dispute or claim (a “ Dispute ”) (i) arising out of or relating to any Party’s rights or obligations under this Transition Services Agreement (whether arising in contract, tort or otherwise), calculation or allocation of the costs of any Service or otherwise arising out of or relating in any way to this Transition Services Agreement (including the interpretation or validity of this Transition Services Agreement) and (ii) that is not resolved by the Transition Committee after a reasonable period of time, such Dispute shall be resolved in accordance with the dispute resolution process referred to in Article VII of the Separation and Distribution Agreement.

Section 9.17 Specific Performance . Subject to Section 9.16 , in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this

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Transition Services 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 Transition Services 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. Unless otherwise agreed in writing, the Parties shall continue to provide Services and honor all other commitments under this Transition Services Agreement during the course of dispute resolution pursuant to the provisions of Section 9.16 and this Section 9.17 with respect to all matters not subject to such Dispute; provided , however , that this obligation shall only exist during the term of this Transition Services Agreement.

Section 9.18 Amendments . No provisions of this Transition Services Agreement or any Ancillary 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 9.19 Interpretation . In this Transition Services 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 Transition Services Agreement as a whole (including all of the Schedules, Annexes and Exhibits hereto) and not to any particular provision of this Transition Services Agreement; (c) Article, Section, Exhibit, Annex and Schedule references are to the Articles, Sections, Exhibits, Annexes and Schedules to this Transition Services 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 Transition Services 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 Transition Services Agreement or any other agreement contemplated herein shall be deemed to refer to this Transition Services 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 Transition Services Agreement, all references to “the date hereof,” “the date of this Transition Services Agreement,” “hereby” and “hereupon” and words of similar import shall all be references to April 1, 2016.

Section 9.20 Mutual Drafting . This Transition Services 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 Transition Services Agreement.

[Signature page follows]

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


ARMSTRONG WORLD INDUSTRIES, INC.

By:	/s/ Brian L. MacNeal
	Name:	Brian L. MacNeal
	Title:	Authorized Officer

ARMSTRONG FLOORING, INC.

By:	/s/ John W. Thompson
	Name:	John W. Thompson
	Title:	Authorized Officer

[Signature Page to Transition Services Agreement]

Schedule 1

Transition Services

See attached

TSA - Schedule 1

Service Provider: Armstrong World Industries, Inc.

Service Recipient: Armstrong Flooring, Inc.


UNITED STATES & CANADA SERVICES

Finance 12 months	• BPO Outsource Provider Support • Reconciliation of Misallocated Accounts Receivable and Accounts Payable • Accounts Receivable Export Support • Tax Support

Manufacturing 12 months	• Sample Testing Support

Digital Marketing 9 months	• Website Support • Lead Generation Support • User Experience Support

Information Technology 6-12 months, varies by area (unless noted)	General	• SAP Ecosystem Application Access and Usage • Non-SAP Application Access and Usage • Project Support • IT Outsource Provider Support

	Finance	• SAP Ecosystem Application Support • Non-SAP Application Support • Consultation Services / Support

	Procurement/ Plant Maintenance	• SAP Procurement / Plant Maintenance Security

	Human Resources	• SAP Ecosystem Application Support • Consultation Services / Support

	Plant Manufacturing Systems	• SAP Ecosystem Application Support • Non-SAP Application Support • Consultation Services / Support

	Business Analytics	• Analytics Application Support

	CRM and Workgroup App	• IT Management Systems Application Development and Support • Sales Application Development and Support • Consultation Services / Support – Workgroup Apps

	Supply Chain	• Consultation Services / Support – Supply Chain

	Sales and Distribution	• Consultation Services / Support – Sales and Distribution • SAP Sales and Distribution Programs, Configuration, and Interfaces

	Integration	• Consultation Services / Support - Integration

	Web 21 months	• Legacy Website Support & Maintenance • Website Project Technical Support • Other Web Application Support and Maintenance

	Vendor Management	• Vendor Management and Contract Separation Support

	Asset Management	• Software/Hardware Maintenance Processing Support • Asset Discovery Support • Hardware Refresh Process Support (for PCs) • Mobile Device Management Support

	Client Computing	• Infrastructure Client – Desktop Support and Client Management


UNITED STATES & CANADA SERVICES (continued)

Information Technology (continued)	Infrastructure 21 months	• Storage, Backup • Database • Network – LAN, WAN, Internet, Security • SAP Basis, Security

	Cyber Security	• Tools / Threat Management • Network Security


CHINA SERVICES

Information Technology 15 months		• Travel Management Application Usage and Support • IT Project Support & Management Service

Service Provider: Armstrong Flooring, Inc.

Service Recipient: Armstrong World Industries, Inc.


UNITED STATES & CANADA SERVICES

Finance 12 months	• BPO Outsource Provider Support • Tax Support • Payroll Services • Time & Labor Processing Access, Application Support and Configuration • SAP Access – Payroll Processing, Benefits Administration Services for Payroll Processing

Digital Marketing 6 months	• Website Support • Digital Marketing Tool & Analytics Support

Information Technology 6-12 months, varies by area (unless noted)	General	• Project Support
	Finance	• Consultation Services / Support

	Procurement/ Plant Maintenance	• SAP Procurement/ Programs, Configurations, Interfaces • Consultation Services / Support

	Human Resources	• SAP Ecosystem Application Support • Non-SAP Application Support • Consultation Services / Support

	Plant Manufacturing Systems	• Non-SAP Application Support • Consultation Services / Support

	Business Analytics	• Analytics Application Support • SAP Analytics Platform

	CRM and Workgroup App	• IT Management Systems Application Development and Support • Consultation Services / Support – Workgroup Apps

	Supply Chain	• Consultation Services / Support – Warehouse Management

	Sales and Distribution	• Consultation Services / Support – Sales and Distribution • SAP Sales and Distribution Programs, Configuration, and Interfaces

	Integration	• Consultation Services / Support - Integration

	Web 21 months	• Content Management System Support and Maintenance • Web Database Architecture and Maintenance

	Asset Management	• Asset Discovery Support

	Infrastructure	• Servers, Scheduling • Tape Management, Storage, Backup • Database • Network – LAN • Telecommunications • SAP Basis, Security

	Cyber Security	• General Support


CHINA SERVICES

Information Technology 9 months		• ERP Ecosystem Application Usage and Support • Engineering Design Application Usage and Support • Infrastructure Network – WAN, LAN and Internet • Website Hosting

Facilities 15 months		• China Facilities Rent

AUSTRALIA SERVICES

Information Technology 12 months		• ERP Ecosystems Application Usage and Vendor Support • IT Task, Break/Fix Support and Project Support Service • Infrastructure Server Hosting

Web

• Legacy Website Support & Maintenance

• Website Project Technical Support

• Web Application Support and Maintenance

• Content Management System Support and Maintenance

• Web Database Architecture and Maintenance

• Website Maintenance Coordination

• Project Server Support & Maintenance

• Web Middleware Support and Maintenance



Information Technology (continued)	Vendor Management	• Vendor Management and Contract Separation Support

	Asset Management	• Software/Hardware Maintenance Processing Support • Asset Discovery Support • Hardware Refresh Process Support (for PCs) • Mobile Device Management Support

	Client Computing	• Infrastructure Client – Desktop Support and Client Management • Infrastructure Client – Email and Calendar

	Infrastructure	• Windows Server • Scheduling • Tape Management • Linux Server • Storage, Backup • Database • Network – LAN, WAN, Internet, Security • Telecommunications • SAP Basis, Security

	Cyber Security	• General Support • Tools / Threat Management • Network Security



CHINA SERVICES

Information Technology		• BPCS Ecosystem Application Usage and Support • Concur Application Usage and Support • AutoCAD Application Usage and Support • IT Project Support & Management Service • Infrastructure Network – WAN, LAN and Internet • Website Hosting

Facilities		• China Facilities Rent



AUSTRALIA SERVICES

Information Technology		• BPCS & Wilcomm Ecosystems Application Usage and Vendor Support • IT Task, Break/Fix Support and Project Support Service • Infrastructure iSeries Server Hosting

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, 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.

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

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

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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 .

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

“ 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

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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If to AWI, to:

Armstrong World Industries, Inc.
P.O. Box 3001
Lancaster PA 17604


Email:		mahershey@armstrongceilings.com
Attention:		General Counsel



with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
4 Times Square
New York, NY 10036


Email:		Steven.Matays@skadden.com
Attention:		Steven J. Matays



If to AFI, to:

Armstrong Flooring, Inc.
P.O. Box 3025
Lancaster, PA 17604


Email:		csparisi@armstrongflooring.com
Attention:		General Counsel



with a copy (prior to the Distribution Effective Time (as defined in the Separation and Distribution Agreement)) to:

Skadden, Arps, Slate, Meagher & Flom LLP
4 Times Square
New York, NY 10036


Email:		Steven.Matays@skadden.com
Attention:		Steven J. Matays

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.


ARMSTRONG WORLD INDUSTRIES, INC.

By:	/s/ Brian L. MacNeal
	Name:	Brian L. MacNeal
	Title:	Authorized Officer

ARMSTRONG FLOORING, INC.

By:	/s/ John W. Thompson
	Name:	John W. Thompson
	Title:	Authorized Officer

-23-

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


		Page

Article I

DEFINITIONS

Section 1.01	Definitions		1
Section 1.02	Interpretation		7

Article II

GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES

Section 2.01	General Principles		8
Section 2.02	Service Credit		9
Section 2.03	Benefit Plans		10
Section 2.04	Individual Agreements		11
Section 2.05	Collective Bargaining		11
Section 2.06	Non-U.S. Jurisdictions		12

Article III

ASSIGNMENT OF EMPLOYEES

Section 3.01	Active Employees		12
Section 3.02	Global No-Hire and Non-Solicitation		13

Article IV

EQUITY, INCENTIVE AND EXECUTIVE COMPENSATION

Section 4.01	Generally		14
Section 4.02	Equity Incentive Awards		14
Section 4.03	Non-Equity Incentive Plans		17
Section 4.04	Director Compensation		18

Article V

U.S. QUALIFIED RETIREMENT PLANS

Section 5.01	AFI U.S. Pension Plan		19
Section 5.02	AFI U.S. Savings Plan		21


Article VI

U.S. NONQUALIFIED PLANS

Section 6.01	AFI Nonqualified Plans	22
Section 6.02	Retained Nonqualified Plans	23
Section 6.03	Participation; Distributions	23

Article VII

WELFARE BENEFIT PLANS

Section 7.01	Welfare Plans	24
Section 7.02	U.S. COBRA and HIPAA	25
Section 7.03	Vacation, Holidays and Leaves of Absence	26
Section 7.04	U.S. Severance Plan	26
Section 7.05	Severance and Unemployment Compensation	26
Section 7.06	Workers’ Compensation	26
Section 7.07	Insurance Contracts	27
Section 7.08	Third-Party Vendors	27
Section 7.09	AFI Retained Welfare Plans	27

Article VIII

NON-U.S. EMPLOYEES

Article IX

MISCELLANEOUS

Section 9.01	Employee Records	27
Section 9.02	Preservation of Rights to Amend	28
Section 9.03	Fiduciary Matters	29
Section 9.04	Further Assurances	29
Section 9.05	Counterparts; Entire Agreement; Corporate Power	29
Section 9.06	Governing Law	30
Section 9.07	Assignability	30
Section 9.08	Third-Party Beneficiaries	30
Section 9.09	Notices	30
Section 9.10	Severability	31
Section 9.11	Force Majeure	32
Section 9.12	Headings	32
Section 9.13	Survival of Covenants	32
Section 9.14	Waivers of Default	32
Section 9.15	Dispute Resolution	32
Section 9.16	Specific Performance	32
Section 9.17	Amendments	32

iii

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:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions . For purposes of this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to them in the Separation and Distribution Agreement.

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

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

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

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

“ 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.

“ 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.

“ 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.

“ 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) .

“ 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.

“ 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.

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

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.

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

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

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.

(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

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.

(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;

(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)

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

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 .

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

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.

(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.

(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.

(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.

(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

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

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

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

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

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.

(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.

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

(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


	and

	Skadden, Arps, Slate, Meagher & Flom LLP
	920 N. King Street
	Wilmington, DE 19801
	Email: Steven.Daniels@skadden.com
	Attention: Steven J. Daniels

If to AFI, to:

	Armstrong Flooring, Inc.
	P.O. Box 3025
	Lancaster, PA 17604
	E-mail: CSParisi@armstrongflooring.com
	Attention: General Counsel

with a copy (prior to the Distribution Effective Time) 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
	920 N. King Street
	Wilmington, DE 19801
	Email: Steven.Daniels@skadden.com
	Attention: Steven J. Daniels

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

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

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 ]

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


ARMSTRONG WORLD INDUSTRIES, INC.

By:		/s/ Brian L. MacNeal
		Name: Brian L. MacNeal
		Title: Authorized Officer

ARMSTRONG FLOORING, INC.

By:		/s/ John W. Thompson
		Name: John W. Thompson
		Title: Authorized Officer

[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, 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:

“ 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 .

“ 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) .

“ 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.

“ 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.

“ 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.

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.

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

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.

(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

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

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.

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.

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.

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

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

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.

(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.

(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).

(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

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 .

(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.

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

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

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 ):


If to AWI, to:

	Armstrong World Industries, Inc.
	P.O. Box 3001
	Lancaster, PA 17604
	Email: mahershey@armstrongceilings.com
	Attention:	General Counsel

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


If to AFI, to:

	Armstrong Flooring, Inc.
	P.O. Box 3025
	Lancaster, PA 17604
	Email: csparisi@armstrongflooring.com
	Attention:	General Counsel

with a copy (prior to the Distribution Effective Time (as defined in the Separation Agreement)) 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
	920 N. King Street
	Wilmington, DE 19801
	Email:	Steven.Daniels@skadden.com
	Attention:	Steven J. Daniels

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

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).

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.

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


ARMSTRONG WORLD INDUSTRIES, INC.

By:		/s/ Brian L. MacNeal
		Name: Brian L. MacNeal
		Title: Authorized Officer

AWI LICENSING LLC

By:		/s/ /Stephen F. McNamara
		Name: Stephen F. McNamara
		Title: Authorized Officer

ARMSTRONG FLOORING, INC.

By:		/s/ John W. Thompson
		Name: John W. Thompson
		Title: Authorized officer

[ 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, 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

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:

“ 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 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 .

“ 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.