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Attachment 2
Exhibit 10.1
|
ARMSTRONG WORLD INDUSTRIES, INC.
2500 COLUMBIA AVE., P.O. BOX 3001 LANCASTER, PA 17604 717.397.0611 www.armstrong.com |
March 3, 2010
PERSONAL & CONFIDENTIAL
Thomas B. Mangas
Senior Vice President & CFO
Senior Vice President & CFO
Subject:
New Employment Long-Term Incentive Equity Grants
Dear Tom:
This letter is to inform you that Armstrongs Management Development and Compensation
Committee (the Committee) granted you the following Long-Term Incentive Equity Grants
effective March 2, 2010.
50,000
|
Stock Options | |
20,000
|
Time-Based Restricted Stock |
The awards recognize the importance of your impact on Armstrongs long-term success. They
are subject to the terms of the 2006 Long-Term Incentive Plan and this grant letter.
Stock
Options
Each Stock Option entitles you to purchase one share of AWI common stock at an exercise price
equal to $34.13, the New York Stock Exchange closing price of AWI stock on March 2, 2010.
The
options are non-statutory and have a ten-year term starting March 2, 2010. They will
vest and become exercisable in three installments at two, three and four years as
follows:16,666 shares on March 2, 2012; 16,667 shares on March 2, 2013; and 16,667 shares on
March 2, 2014.
Time-Based
Restricted Stock
Restrictions will lapse in three equal installments in two, three, and four years as follows:
6,666 shares on March 1, 2012; 6,667 shares on March 1, 2013; 6,667 shares on March 1, 2014.
If AWI makes cash dividend payments during the restriction period, you will accrue an amount
equal to the dividend payment in a non-interest bearing account. You will receive a cash
payment for the accrued dividends when the restrictions lapse on the underlying Restricted
Stock Award.
Shares of AWI stock will be distributed to you once the restriction period expires. The
Company will use share tax withholding to satisfy your tax obligations unless you provide a
payment to cover the taxes.
The Internal Revenue Code (Section 83(b)) provides the option to pay the federal income tax
now rather than when the restrictions lapse. You should consult with your personal tax
advisor on the merits and risks of making an 83(b) election.
Employment
Events
The following chart outlines the provisions which apply to the grant for various employment
events.
| Stock Options | Time-Based Restricted Stock | |||
Voluntary resignation
|
Forfeit vested and unvested options | Forfeit unvested shares and accrued dividends | ||
Retirement
|
Forfeit unvested options 5 years or expiration to exercise vested options | Forfeit unvested shares and accrued dividends | ||
Involuntary termination
|
Forfeit unvested options 3 months or expiration to exercise vested options | Forfeit unvested shares and accrued dividends | ||
Willful, deliberate or gross misconduct
|
Forfeit unvested and vested options | Forfeit shares and accrued dividends | ||
Death
|
Accelerated vesting as long as death occurs after 12/31/10, otherwise forfeit 3 years or expiration (minimum 1 year from death) to exercise options | Accelerated vesting | ||
Long-Term Disability
|
Accelerated vesting as long as disability occurs after 12/31/10, otherwise forfeit 3 years or expiration to exercise options | Accelerated vesting |
Please
contact Eileen Beck (ext. 4050) if you have questions.
| Sincerely, |
||||
| /s/ Jeffrey D. Nickel | ||||
| Jeffrey D. Nickel | ||||
| Senior Vice President, General Counsel & Secretary | ||||
Enclosure:
2006 Long-Term Incentive Plan
2006 Long-Term Incentive Plan
2