Exhibit 10.32









Exhibit No. 10.32




INDEMNIFICATION AGREEMENT

FOR

DIRECTORS AND OFFICERS OF ARMSTRONG WORLD INDUSTRIES, INC.




This Agreement is made effective as of the [_______] day of [_______], [_______], by and between
Armstrong World Industries, Inc., a Pennsylvania corporation (the “Corporation”) and referred to
herein as the “Indemnitor”) and [director name] (the “Indemnitee”).



WHEREAS, it is essential to the Corporation that the Corporation retain and attract as
directors and officers the most capable persons available; and



WHEREAS, Indemnitee is an officer and/or a member of the Board of Directors of the Corporation
and in that capacity is performing a valuable service for the Corporation; and



WHEREAS, the Indemnitor has purchased and maintains one or more policies of Directors and
Officers Liability Insurance (“D & O Insurance”) covering certain liabilities which may be incurred
by directors and officers in their performance of services for the Corporation; and



WHEREAS, there is concern over the continued adequacy and reliability of D & O Insurance
protection available to corporate directors and officers; and



WHEREAS, the Corporation has provisions in both its Articles of Incorporation and its Bylaws
(together referred to herein as the “Bylaw”) which provide for indemnification of and advancement
of expenses to the officers and directors of the Corporation to the full extent permitted by law,
and the Bylaw and the applicable indemnification statutes of the Commonwealth of Pennsylvania
provide that they are not exclusive; and



WHEREAS, in recognition of Indemnitee’s need for substantial protection against personal
liability in order to induce and retain Indemnitee’s service to the Corporation, the increasing
difficulty in obtaining satisfactory D & O Insurance coverage, and Indemnitee’s reliance on the
Bylaw, and in part to provide Indemnitee with specific contractual assurance that the protection
promised by the Bylaw will be available to Indemnitee (regardless of, among other things, any
amendment to or revocation of the Bylaw or any change in the composition of the Corporation’s Board
of Directors or acquisition transaction relating to the
Corporation), the Indemnitor wishes to provide in this Agreement for the indemnification of and the
advancing of expenses to Indemnitee to the fullest extent (whether partial or complete) permitted
by law


 


 









 






on the date hereof and as set forth in this Agreement, and, to the extent insurance is
maintained, for the continued coverage of Indemnitee under the Indemnitor’s D & O Insurance
policies. 

NOW, THEREFORE, in consideration of the premises and of Indemnitee agreeing to serve or
continuing to serve the Corporation directly or, at its request, another enterprise, and intending
to be legally bound hereby, the parties hereto agree as follows:



1. Indemnity of Indemnitee.




(a) The Indemnitor shall hold harmless and indemnify the Indemnitee against any and all
reasonable expenses, including attorneys’ fees, and any and all liability and loss, including
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement,
incurred or paid by Indemnitee in connection with any threatened, pending or contemplated action,
suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter “a
proceeding”) and whether or not by or in the right of the Corporation or otherwise, to which the
Indemnitee is, was or at any time becomes a party, or is threatened to be made a party or is
involved (as a witness or otherwise) by reason of the fact that Indemnitee is or was a director or
officer of the Corporation or is or was serving as director, officer, trustee or representative of
another corporation or of a partnership, joint venture, trust or other enterprise, including
service with respect to employee benefit plans or the Armstrong Foundation, whether the basis of
such proceeding is alleged action in an official capacity, or in any other capacity while serving,
as a director, officer, trustee or representative, unless the act or failure to act giving rise to
the claim for indemnification is determined by a court to have constituted willful misconduct or
recklessness; provided, however, that the Indemnitor shall indemnify the Indemnitee in connection
with a proceeding (or part thereof) initiated by the Indemnitee (other than a proceeding to enforce
the Indemnitee’s rights to indemnification under this Agreement or otherwise) prior to a Change of
Control, as defined in Section 2(e), only if such proceeding (or part thereof) was authorized by
the Board of Directors of the Corporation.



(b) Subject to the foregoing limitation concerning certain proceedings initiated by the
Indemnitee prior to a Change of Control, the Indemnitor shall pay the expenses (including
attorneys’ fees) incurred by Indemnitee in connection with any proceeding in advance of the final
disposition thereof promptly after
receipt by the Indemnitor of a request therefor stating in reasonable detail the expenses incurred
or to be incurred.


 


 









 






(c) If a claim under paragraph (a) or (b) of this section is not paid in full by the
Indemnitor within forty-five (45) days after a written claim has been received by the Corporation,
the Indemnitee may, at any time thereafter, bring suit against the Indemnitor to recover the unpaid
amount of the claim. The burden of proving that indemnification or advances are not appropriate
shall be on the Indemnitor. The Indemnitee shall also be entitled to be paid the expenses of
prosecuting such claim to the extent he or she is successful in whole or in part on the merits or
otherwise in establishing his or her right to indemnification or to the advancement of expenses.
The Indemnitor shall pay such fees and expenses in advance of the final disposition of such action
on the terms and conditions set forth in Section 1(b).



2. Maintenance of Insurance and Funding.




(a) The Indemnitor represents that as of the present date, it has in force and effect one or
more policies of D & O Insurance (the “Insurance Policies”), providing a minimum of $75,000,000 in
coverage.
Subject only to the provisions of Section 2(b) hereof, the Indemnitor agrees that, so long as
Indemnitee shall continue to serve as an officer or director of the Corporation (or shall continue
to serve as a director, officer, trustee or representative of another Armstrong corporation,
partnership, joint venture, trust, foundation or other enterprise, including service with respect
to an employee benefit plan) and thereafter so long as Indemnitee shall be subject to any possible
claim or threatened, pending or contemplated action, suit or proceeding, whether civil, criminal or
investigative, by reason of the fact that Indemnitee was a director or officer of the Corporation
(or served in any of said other capacities), except as indicated in (b) below, the Indemnitor shall
purchase and maintain in effect for the benefit of Indemnitee a binding and enforceable policy or
policies of D & O Insurance providing coverage at least comparable to that provided pursuant to the
Insurance Policies.



(b) The Corporation shall not be required to maintain said policy or policies of D & O
Insurance in effect if, in the reasonable business judgment of the then directors of the
Corporation (i) the premium cost for such insurance is substantially disproportionate to the amount
of coverage, (ii) the coverage provided by such insurance is so limited by exclusions that there is
insufficient benefit from such insurance or (iii) said insurance is not otherwise reasonably
available; provided however, that in the event those directors
make such a judgment, the Indemnitor shall purchase and maintain in force a policy or policies of D
& O Insurance in the amount and with such coverage as such directors determine to be reasonably
available.


 


 









 





 Notwithstanding the general provisions of this Section 2(b), following a Change of
Control, any decision not to maintain any policy or policies of D & O Insurance or to reduce the
amount or coverage under any such policy or policies shall be effective only if there are
“disinterested directors” (as defined in Section 2(e) hereof) and shall require the concurrence of
a majority of such “disinterested directors.”



(c) If and to the extent the Indemnitor, acting under Section 2(b), does not purchase and
maintain in effect the policy or policies of D & O Insurance described in Section 2(a), the
Indemnitor shall indemnify and hold harmless the Indemnitee to the full extent of the coverage
which would otherwise have been provided by such policies. The rights of the Indemnitee hereunder
shall be in addition to all other rights of Indemnitee under the remaining provisions of this
Agreement.



(d) In the event of a Potential Change of Control or if and to the extent the Indemnitor is
not required to maintain in effect the policy or policies of D & O Insurance described in Section
2(a) pursuant to the provisions of Section 2(b), the Indemnitor shall, upon written request by
Indemnitee, create a “Trust” for the benefit of Indemnitee and from time to time, upon written
request by Indemnitee, shall fund such Trust in an amount sufficient to pay any and all expenses,
including attorneys’ fees, and any and all liability and loss, including judgments, fines, ERISA
excise taxes or penalties and amounts paid or to be paid in settlement actually and reasonably
incurred by Indemnitee or on his or her behalf for which the Indemnitee is entitled to
indemnification or with respect to which indemnification is claimed, reasonably anticipated or
proposed to be paid in accordance with the terms of this Agreement or otherwise; provided that in
no event shall more than $100,000 be required to be deposited in any Trust created hereunder in
excess of the amounts deposited in respect of reasonably anticipated expenses, including attorneys’
fees. The amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall
be determined by the Reviewing Person whose determination shall be final and conclusive. The
Reviewing Person shall have no liability to the Indemnitee for his or her decisions hereunder. The
terms of the Trust shall provide that upon a Change of Control (i) the Trust shall not be revoked
or the principal thereof invaded, without the written consent of the Indemnitee, (ii) the Trust
shall advance, within two business days of a request by the Indemnitee, any and all expenses,
including attorneys’ fees, to the Indemnitee (and the Indemnitee
hereby agrees to reimburse the Trust under the circumstances under which the Indemnitee would be
required to reimburse the Indemnitor under Section 5 of this Agreement), (iii) the Trust shall
continue to


 


 









 






be funded by the Indemnitor in accordance with the funding obligation set forth above,
(iv) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be
entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds
in such Trust shall revert to the Indemnitor upon a final determination by the Reviewing Party or a
court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified
under the terms of this Agreement. The Trustee shall be a bank or trust company or other
individual or entity chosen by the Indemnitee and acceptable to and approved of by the Indemnitor.
 


(e) For the purposes of this Agreement:



(i) a “Change of Control” shall occur if, after the date hereof, (A) any person acquires
“beneficial ownership” of more than 28% of the then outstanding “voting stock” of the Corporation
and within five years thereafter, “disinterested directors” no longer constitute at least a
majority of its entire Board of Directors or (B) there shall occur a “business combination” with an
“interested shareholder” not approved by a majority of the “disinterested directors”.



(ii) a “Potential Change of Control” shall occur if (A) the Corporation enters into an
agreement or arrangement, the consummation of which would result in the occurrence of a Change in
Control; (B) any person publicly announces a tender offer or comparable action which if consummated
would constitute a Change of Control; (C) any person (other than the Armstrong Asbestos Personal
Injury Trust, a trustee or other fiduciary holding securities under an employee benefit plan of the
Corporation acting in such capacity or a corporation owned, directly or indirectly, by the
shareholders of the Corporation in substantially the same proportions as their ownership of stock
of the Corporation), who is or becomes the beneficial owner, directly or indirectly, of securities
of the Corporation representing 10% or more of the combined voting stock increases his or her
beneficial ownership of such securities by 5% or more over the percentage so owned by such person
on the date hereof; or (D) the Board of the Corporation adopts a resolution to the effect that, for
the purposes of this Agreement, a Potential Change of Control has occurred.



(iii) a “Reviewing Person” means any appropriate person or body consisting of a member or
members of the Corporation’s Board of Directors or any other person or body appointed by that Board
which, following a Change of Control, shall require the concurrence of a majority of the
“disinterested


 


 









 







 directors” or shall be independent legal counsel approved and accepted by the
Indemnitee who is not a party to the particular claim for which Indemnitee is seeking
indemnification.



(iv) a “Business Combination” means (A) any merger or consolidation of the Corporation or any
Subsidiary with (i) any Interested Shareholder or with (ii) any other corporation (whether or not
itself an Interested Shareholder) which is, or after such merger or consolidation would be, an
Affiliate or Associate of an Interested Shareholder; (B) any sale, lease, exchange, mortgage,
pledge, transfer, or other disposition (in one transaction or a series of transactions) to or with
any Interested Shareholder and/or any Affiliate or Associate of any Interested Shareholder of all
or a Substantial Part of the assets of the corporation or any Subsidiary thereof; (C) the issuance,
exchange, sale, or transfer by the Corporation or any Subsidiary (in one transaction or a series of
transactions) of any securities of the Corporation or any Subsidiary to any Interested Shareholder
and/or any Affiliate or Associate of any Interested Shareholder in exchange for cash, securities,
or other consideration (or a combination thereof) having an aggregate Fair Market Value of, equal
to or in excess of a Substantial Part of the assets of the Corporation; (D) the adoption of any
plan or proposal for the liquidation or dissolution of the Corporation proposed by or on behalf of
any Interested Shareholder or any Affiliate or Associate of any Interested Shareholder; or (E) any
reclassification of securities (including any reverse stock split), or recapitalization of the
Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries or any
other transaction (whether or not with or into or otherwise involving an Interested Shareholder)
which has the effect, directly or indirectly, of increasing the proportionate share of the
outstanding shares of any class of equity securities or securities convertible into equity
securities of the Corporation or any Subsidiary which is directly or indirectly owned by an
Interested Shareholder or any Affiliate or Associate of any Interested Shareholder.



(v) a “person” means any individual, firm, corporation, or other entity and shall include any
group comprised of any person and any other person with whom such person or any Affiliate or
Associate of such person has any agreement, arrangement, or understanding, directly or
indirectly, for the purpose of acquiring, holding, voting, or disposing of Voting Stock of the
Corporation.



(vi) an “Interested Shareholder” at any particular time means any person (other than the
Corporation or any Subsidiary and other than any profit sharing, employee stock ownership, or other


 


 









 






employee benefit plan of the Corporation or any Subsidiary or any trustee of or fiduciary with
respect to any such plan when acting in such capacity) who or which (A) is at such time the
beneficial owner, directly or indirectly, of more than ten percent (10%) of the voting power of the
outstanding Voting Stock; (B) was at any time within the two-year period immediately prior to such
time the beneficial owner, directly or indirectly, of more than ten percent (10%) of the voting
power of the then outstanding Voting Stock; or (C) is at such time an assignee of or has otherwise
succeeded to the beneficial ownership of any shares of Voting Stock which were at any time within
the two-year period immediately prior to such time beneficially owned by any Interested
Shareholder, if such assignment or succession shall have occurred in the course of a transaction or
series of transactions not involving a public offering within the meaning of the Securities Act of
1933, as amended.



(vii) a person shall be a “beneficial owner” of any shares of Voting Stock (A) which such
person or any of its Affiliates or Associates beneficially owns, directly or indirectly; (B) which
such person or any of its Affiliates or Associates has (i) the right to acquire (whether or not
such right is exercisable immediately) pursuant to any agreement, arrangement, or understanding or
upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (ii)
the right to vote pursuant to any agreement, arrangement, or understanding; or (C) which are
beneficially owned, directly or indirectly, by any other person with which such person or any of
its Affiliates or Associates has any agreement, arrangement, or understanding for the purpose of
acquiring, holding, voting, or disposing of any shares of Voting Stock.



(viii) For the purposes of determining whether a person is an Interested Shareholder, the
number of shares of Voting Stock deemed to be outstanding shall include shares deemed owned by an
Interested Shareholder immediately preceding but shall not include any other shares of Voting Stock
which may be issuable pursuant to any agreement, arrangement, or understanding, or upon the
exercise of conversion rights, exchange rights, warrants or options, or otherwise.



(ix) an “Affiliate” or “Associate” shall have the respective meanings ascribed to such terms
in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as
amended, as in effect on January 1, 2006 (the term “registrant” in said Rule 12b-2 meaning in this
case the Corporation).


 


 









 




(x) a “Subsidiary” means any corporation of which a majority of any class of equity security
is owned, directly or indirectly, by the Corporation; provided, however, that for the purposes of
the definition of Interested Shareholder, the term “Subsidiary” shall mean only a corporation of
which a majority of each class of equity security is owned, directly or indirectly, by the
Corporation.



(xi) a “Disinterested Director” means any member of the Board of Directors of the Corporation
who is unaffiliated with, and not a representative of, an Interested Shareholder and who was a
member of the Board of Directors prior to the time that the Interested Shareholder became an
Interested Shareholder or became a member subsequently to fill a vacancy created by an increase in
the size of the Board of Directors and did receive the favorable vote of a majority of the
Disinterested Directors in connection with being nominated for election by the shareholders to fill
such vacancy or in being elected by the Board of Directors to fill such vacancy, and any successor
of a Disinterested Director who is unaffiliated with, and not a representative of, the Interested
Shareholder and is recommended or elected to succeed a Disinterested Director by a majority of the
disinterested directors then on the Board of Directors.



(xii) “Fair Market Value” means (A) in the case of stock, the highest closing sale price
during the 30-day period immediately preceding the date in question of a share of such stock on the
Composite Tape for New York Stock Exchange-Listed Stocks, or, if such stock is not quoted on the
Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such exchange,
on the principal United States securities exchange registered under the Securities Exchange Act of
1934, as amended, on which such stock is listed, or, if such stock is not listed on any such
exchange, the highest closing bid quotation with respect to a share of such stock during the 30-day
period preceding the date in question on the National Association of Securities Dealers, Inc.,
Automated Quotations System or any system then in use, or if no such quotations are available, the
fair market value on the date in question of a share of such stock as determined by the Board of
Directors in good faith with the approval of at least a
majority of the Disinterested Directors in the determination made; and (B) in the case of
property other than cash or stock, the fair market value of such property on the date in question
as determined by the Board of Directors in good faith with the approval of at least a majority of
the Disinterested Directors in the determination made.


 


 









 






(xiii) In the event of any Business Combination in which the Corporation survives, the phrase
“consideration other than cash to be received” as used herein shall include the shares of Common
Stock and/or the shares of any class of outstanding Voting Stock retained by the holders of such
shares.



(xiv) “Substantial Part” of the Corporation means more than ten percent (10%) of the fair
market value of the total assets of the Corporation as of the end of its most recent fiscal quarter
ending prior to the time the determination is made.



(xv) The term “Voting Stock” means all outstanding shares of capital stock of the Corporation
entitled to vote in an annual election of directors.



(xvi) The term “beneficial owner” shall have the meaning ascribed to such term in
Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as
amended, as in effect on January 1, 2006.



3. Continuation of Indemnity.




All agreements and obligations of the Indemnitor contained in this Agreement shall continue
during the period the Indemnitee is a director or officer of the Corporation (or is or was serving
at the request of the Corporation as a director, officer, trustee or representative of another
Armstrong corporation, partnership, joint venture, trust or other enterprise, including any
employee benefit plan) and shall continue thereafter so long as the Indemnitee shall be subject to
any possible claim or threatened, pending or contemplated action, suit or proceeding, whether
civil, criminal or investigative, by reason of the fact that the Indemnitee was a director or
officer of the Corporation or serving in any other capacity referred to herein.



4. Notification and Defense of Claim.




As soon as practicable after receipt by the Indemnitee of actual knowledge of any action, suit
or proceeding the Indemnitee will notify the Indemnitor thereof, if a claim in respect thereof may
be or is
being made by the Indemnitee against the Indemnitor under this Agreement. With respect to any
action, suit or proceeding as to which the Indemnitee has so notified the Indemnitor:



(a) The Indemnitor will be entitled to participate therein at its own expense; and


 


 









 





(b) Except as otherwise provided below, the Indemnitor may assume the defense thereof, with
counsel reasonably satisfactory to the Indemnitee. After the Indemnitor notifies the Indemnitee of
its election to so assume the defense, the Indemnitor will not be liable to the Indemnitee under
this Agreement for any legal or other expenses subsequently incurred by the Indemnitee in
connection with the defense, other than reasonable costs of investigation, including an
investigation in connection with determining whether there exists a conflict of interest of the
type described in (ii) of this paragraph, or as otherwise provided in this paragraph. The
Indemnitee shall have the right to employ his or her counsel in such action, suit or proceeding but
the fees and expenses of such counsel incurred after the Indemnitor notifies the Indemnitee of its
assumption of the defense shall be at the expense of the Indemnitee unless (i) the Indemnitor
authorizes the Indemnitee’s employment of counsel which, following a “Change of Control”, shall be
effective if authorized by a majority of the “disinterested directors” (which terms are defined in
Section 2(e)), although less than a quorum or majority of a quorum of the directors then in office;
(ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest
between the Indemnitor and the Indemnitee in the conduct of the defense or (iii) the Indemnitor
shall not have employed counsel to assume the defense of such action, in each of which cases the
fees and expenses of counsel shall be at the expense of the Indemnitor. The Indemnitor shall not
be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the
Indemnitor or as to which the Indemnitee shall have made the conclusion described in (ii) of this
paragraph.



(c) The Indemnitor shall not be obligated to indemnify the Indemnitee under this Agreement
for any amounts paid in settlement of any action or claim effected without its written consent. The
Indemnitor shall not settle any action or claim in any manner which would impose any penalty
limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Indemnitor nor
the Indemnitee shall unreasonably withhold their consent to any proposed settlement.



5. Undertaking to Repay Expenses.




In the event it shall ultimately be determined that the Indemnitee is not entitled under law
to be indemnified for the expenses paid by the Indemnitor pursuant to Section 1(b) hereof or
otherwise or was not entitled to be fully indemnified, the Indemnitee shall repay to the Indemnitor
such amount of the expenses or the appropriate portion thereof, so paid or advanced.


 


 









 






6. Notice.




Any notice to the Corporation shall be directed to Armstrong World Industries, Inc., 2500
Columbia Avenue, Lancaster, Pennsylvania 17603, Attention: Secretary (or such other address as the
Corporation shall designate in writing to the Indemnitee).



7. Enforcement.




In the event the Indemnitee is required to bring any action to enforce rights or to collect
monies due under this Agreement, the Indemnitor shall pay to the Indemnitee the fees and expenses
incurred by the Indemnitee in bringing and pursuing such action to the extent the Indemnitee is
successful, in whole or in part, on the merits or otherwise, in such action. The Indemnitor shall
pay such fees and expenses in advance of the final disposition of such action on the terms and
conditions set forth in Section 1(b).



8. Severability.




If any provision or provisions of this Agreement shall be held to be invalid, illegal or
unenforceable for any reason whatsoever:



(a) the validity, legality and enforceability of the remaining provisions of this Agreement
(including without limitation, each portion of any Section of this Agreement containing any such
provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or
unenforceable) shall not in any way be affected or impaired thereby; and



(b) to the fullest extent possible, the provisions of this Agreement (including, without
limitation, each portion of any Section of this Agreement containing any such provision held to be
invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be
construed so as to give effect to the intent manifested by the provision held invalid, illegal or
unenforceable.



9. Indemnification Under this Agreement Not Exclusive.




The indemnification provided by this Agreement shall not be deemed exclusive of any other
rights to which the Indemnitee may be entitled under the Articles of Incorporation of the
Corporation or its
bylaws, any other agreement, any vote of stockholders or directors, or otherwise, both as to action
in the Indemnitee’s official capacity and as to action in another capacity while holding such
office.


10. Primary Indemnitor. 




The Corporation hereby acknowledges that Indemnitee may have certain rights to


 


 









 







indemnification, advancement of expenses and/or insurance provided by a third party and affiliates
(collectively, “Third-Party Indemnitors”). The Corporation hereby agrees (i) that it is the
indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of
the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses
or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance the
full amount of expenses incurred by Indemnitee and shall be liable for the full amount of all
expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally
permitted and as required by the terms of this Agreement and the Articles of Incorporation or
Bylaws of the Corporation (or any other agreement between the Corporation and Indemnitee), without
regard to any rights Indemnitee may have against the Third-Party Indemnitors, and, (iii) that it
irrevocably waives, relinquishes and releases the Third-Party Indemnitors from any and all claims
against the Third-Party Indemnitors for contribution, subrogation or any other recovery of any kind
in respect thereof. The Corporation further agrees that no advancement or payment by the
Third-Party Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnittee has
sought indemnification from the Corporation shall affect the foregoing and the Third-Party
Indemnitors shall have a right of contribution and/or be subrogated to the extent of such
advancement or payment to all of the rights of recovery of Indemnitee against the Corporation. The
Corporation and Indemnitee agree that the Third-Party Indemnitors are express third party
beneficiaries of the term of this Section 10.



11. Miscellaneous.




(a) This Agreement shall be interpreted and enforced in accordance with the laws of the
Commonwealth of Pennsylvania.



(b) This Agreement shall be binding upon the Indemnitee and jointly and severally upon the
Corporation and its respective successors and assigns, and shall inure to the benefit of the
Indemnitee, his
or her heirs, executors, personal representatives and assigns and to the benefit of the Corporation
and its respective successors and assigns. If the Corporation shall merge or consolidate with
another corporation or shall sell, lease, transfer or otherwise dispose of all or substantially all
of its assets to one 

 


 









 






or more persons or groups (in one transaction or series of transactions), (i)
the Corporation shall cause the successor in the merger or consolidation or the transferee of the
assets that is receiving the greatest portion of the assets or earning power transferred pursuant
to the transfer of the assets, by agreement in form and substance satisfactory to the Indemnitee,
to expressly assume all of the Indemnitor’s obligations under and agree to perform this Agreement,
and (ii) the term “Corporation” whenever used in this Agreement shall mean and include any such
successor or transferee.



(c) No amendment, modification, termination or cancellation of this Agreement shall be
effective unless in writing signed by both of the parties hereto.


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



	 	 	 	 	 	 	 
	 	 	 	 	ARMSTRONG WORLD INDUSTRIES, INC.
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	Indemnitee

	 	 	 	 	Title:	 






Schedule of Participating Directors 




Armstrong World Industries, Inc. has entered into indemnification agreements with its directors
including, James C. Melville and Edward E. Steiner.