EX-10.63



 Exhibit 10.63 

CHANGE IN CONTROL AGREEMENT 

THIS AGREEMENT, dated as
of                    , 201     (“Effective Date”), is made by and between Armstrong World Industries, Inc., a
Pennsylvania corporation (the “Company”), and                      (the “Executive”). 

WHEREAS, the Board recognizes that, as is the case with many publicly held corporations, the possibility of a Change in Control exists and
that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company; and 

WHEREAS, the Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of
members of the Company’s management, including the Executive, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change in Control; 

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and the Executive hereby agree as
follows: 
 1. Defined Terms. The definitions of capitalized terms used in this Agreement are provided in the last Section hereof.

 2. Term of Agreement. This Agreement shall commence on the Effective Date and shall continue in effect until the immediately
following August 1, at which time, and on each one (1) year anniversary thereafter (“Anniversary Date”), this Agreement shall automatically be renewed for one (1) additional year commencing on the Anniversary Date,
unless one party provides written notice to the other party, at least ninety (90) days in advance of an Anniversary Date, of its intent not to renew this Agreement for an additional one year term. Notwithstanding the foregoing, if a Change in
Control shall have occurred after the Effective Date and during the term of this Agreement, this Agreement shall continue in effect for a period of not less than twenty-four (24) months beyond the month in which a Change in Control occurred.

 3. Compensation Other Than Severance Payments. 

3.1 Following a Change in Control and during the term of this Agreement, during any period that the Executive fails to perform the
Executive’s full-time duties with the Company as a result of a “disability” (as defined in Treas. Reg. § 1.409A-3(i)(4)), the Company shall pay the Executive’s current base salary to the Executive at the rate in effect at
the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period, until the
Executive’s employment is terminated by the Company. 
 3.2 If the Executive’s employment shall be terminated for any reason
following a Change in Control and during the term of this Agreement, the Company shall pay the Executive’s current base salary through the Date of Termination, together with all compensation and benefits to which the Executive is entitled in
respect of all periods preceding the Date of Termination under the terms of the Company’s compensation and benefit plans, programs or arrangements. 







 4. Severance Payments. 

4.1 If a Change in Control shall occur and concurrently therewith or during a period of twenty-four (24) months thereafter the
Executive’s employment terminates, in addition to any payments and benefits to which the Executive is entitled under Section 3 hereof, the Company shall pay the Executive the payments described in this Section 4.1 (the
“Severance Payments”), unless such termination is (i) by the Company for Cause, (ii) by reason of death or Disability, or (iii) by the Executive without Good Reason. The Executive shall also be entitled to the
Severance Payments (and any payments and benefits under Section 3) if the Executive is terminated by the Company other than for Cause or Disability within the six (6) month period immediately preceding a Change in Control and the Executive
reasonably demonstrates that such termination is otherwise in connection with or in anticipation of a Change in Control that actually occurs during the term of the Agreement (a “Pre-Change in Control Termination”). 

(A) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance
benefit otherwise payable to the Executive1, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to two times the sum of (i) the Executive’s annual base
salary then in effect (or immediately prior to any reduction resulting in a termination for Good Reason, if applicable) (the “Change in Control Salary”), plus (ii) the Executive’s target annual bonus for the year of
termination (the “Change in Control Bonus”). 
 (B) Provided that the Company actually achieves the criteria requisite to
make payments in respect of awards for the plan year during which the Executive’s employment terminates under the Management Achievement Plan (the “MAP”) or any other incentive compensation plan adopted by the Company in which
the Executive participates, the Executive shall be eligible to receive an award for such plan year, which shall be prorated based on the Date of Termination. Under the MAP, the Executive shall receive an amount equal to the product of the
Executive’s eligible base salary earnings for the time worked from the start of the performance period to the Date of Termination multiplied by the target bonus award percentage and the Executive’s applicable business unit achievement
factor. Such amount shall be paid in the calendar year following the plan year to which the payment relates, as soon as practicable following the certification of such plan year’s performance by the Management Development and Compensation
Committee, at the same time payments are made to other applicable MAP participants. 
 (C) For the twenty-four month period immediately
following the Date of Termination, the Company shall arrange to provide the Executive (which includes the Executive’s eligible dependents for purposes of this subsection (C)) with life, disability, accident and health insurance benefits
substantially similar to those which the Executive was receiving immediately prior to the Date of Termination (or immediately prior to any reduction resulting in a termination for Good Reason, if applicable); provided, however, that (i) the
Executive’s and his qualified dependents’ COBRA eligibility period shall include the period during which the Company is providing benefits under this subsection (C); (ii) unless the Executive consents to a different method (or elects
COBRA coverage at applicable COBRA rates), such health insurance 
  

	1 	 Section 409 analysis required on a case-by-case basis. 



  
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benefits shall be provided through a third-party insurer; and (iii) the Executive shall be responsible for the payment of premiums for such benefits in the same amount as active employees of
the Company. Benefits otherwise receivable by the Executive pursuant to this subsection (C) shall be reduced to the extent comparable benefits (including continued coverage for any preexisting medical condition of any person covered by the
benefits provided to the Executive and his eligible dependents immediately prior to the Date of Termination) are actually received by or made available to the Executive by a subsequent employer during the twenty-four month period following the
Executive’s Date of Termination (and any such benefits actually received by or made available to the Executive shall be reported to the Company by the Executive). Notwithstanding the foregoing, in the event of a Pre-Change in Control
Termination, on the sixtieth (60th) day following the Change in Control the Company shall pay or reimburse the Executive for any amounts or benefits it would have been responsible to pay or provide to the Executive under this
Section 4.1(C) during the period prior to the Change in Control, had the Change in Control occurred on the Date of Termination. 
 (D)
If the Executive would have become entitled to benefits under the Company’s post-retirement health care or life insurance plans (as in effect immediately prior to the Date of Termination (or immediately prior to any reduction resulting in a
termination for Good Reason, if applicable)) had the Executive’s employment terminated at any time during the period of twenty-four months after the Date of Termination, the Company shall provide such post-retirement health care or life
insurance benefits to the Executive (subject to any employee contributions required under the terms of such plans in the same amounts as active employees of the Company) commencing on the later of (i) the date that such coverage would have
first become available or (ii) the date that benefits described in subsection (C) of this Section 4.1 terminate. 
 (E) The
Company shall pay the Executive, at a daily salary rate calculated from the Executive’s annual base salary in effect immediately prior to the Date of Termination (or immediately prior to any reduction resulting in a termination for Good Reason,
if applicable), a lump sum amount equal to all earned but unused vacation days through the Date of Termination. 
 (F) The Company shall
pay, no later than the last day of the calendar year in which they are incurred, the reasonable fees and expenses of a full service nationally recognized executive outplacement firm until the earlier of the date the Executive secures new employment
or the date which is twenty-four months following the Executive’s Date of Termination; provided that in no event shall the aggregate amount of such payments exceed $30,000. 

4.2 Benefit Limitation. 

(A) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment (including any
acceleration of vesting of stock based benefits) or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a
“Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), the amounts and benefits payable under this Agreement shall be reduced by an amount that would result in no
Excise Tax being imposed; provided that the amounts and benefits 

  
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payable under this Agreement shall not be reduced unless the amounts and benefits the Executive would receive after such reduction would be greater than the amounts and benefits the Executive
would receive if there were no reduction and the Excise Tax were paid by the Executive (such reduction, the “Cut Back”). Unless the Executive shall have given prior written notice to the Company specifying a different order of
payments and benefits to be reduced to achieve the Cut-Back, any payments and benefits to be reduced hereunder shall be determined in a manner that has the least economic cost to the Executive, on an after-tax basis, and to the extent the economic
cost is equivalent, such payments and benefits shall be reduced in the inverse order of when the payments and benefits would have been made or provided to the Executive until the reduction specified herein is achieved. The Executive may specify the
order of reduction of the payments and benefits only to the extent that doing so does not directly or indirectly alter the time or method of payment of any amount that is deferred compensation subject to (and not exempt from) Section 409A of
the Code. 
 (B) All determinations required to be made under this Section 4.2 shall be made by a nationally recognized accounting firm
designated by the Company (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days after there has been a Cut-Back, or such earlier
time as requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint another nationally recognized accounting firm
to make the determinations required hereunder (which accounting firm instead shall be the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall
be binding upon the Company and the Executive. 
 4.3 Payment of Severance Payments. 

(A) Each payment provided for in Section 4.1 hereof is intended to constitute a separate payment within the meaning of Section 409A
of the Code. The payments provided for in subsections (A) and (E) of Section 4.1 hereof shall be made on the sixtieth (60th) day following the Date of Termination subject to Section 4.3(B) below; and in the event the
Executive becomes entitled to Severance Payments pursuant to the second sentence of Section 4.1, the payments provided for in subsections (A) and (E) of Section 4.1 hereof shall be made on the sixtieth (60th) day following
the actual Change in Control that triggered the Severance Payments. 
 (B) If any payment, compensation or other benefit provided to the
Executive in connection with his employment termination is determined, in whole or in part, to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code and the Executive is a “specified
employee,” as such term is defined under Section 409A(a)(2)(B)(i) of the Code, all such payments shall be suspended during the six-month period following the Executive’s “separation from service” within the meaning of Treas.
Reg. § 1.409A-1(h) or any successor thereto. The Company is entitled to determine whether any amounts under this Agreement are to be suspended, and the Company shall have no liability to the Executive for any such determination or any
errors made by the Company in identifying the Executive as a specified employee. If any amounts are suspended pursuant to the foregoing, such amounts shall be paid on the earlier of (i) the first business day following the expiration of the
six-month period 

  
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referred to in the first sentence of this subsection or (ii) the date of the Executive’s death. Any amounts so suspended shall earn interest thereon, if applicable, calculated based
upon the then prevailing monthly short-term applicable federal rate. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed
if the premiums therefor were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the six-month period and the Company shall pay the Executive an amount equal to the amount of such premiums paid
by the Executive during such six-month period on the first business day of the month following the expiration of the six-month period referred to above. 

(C) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment
of any amounts or benefits subject to Section 409A of the Code upon or following a termination of employment unless such termination is also a “separation from service” as defined in Treas. Reg. § 1.409A-1(h) or any successor
thereto, including the default presumptions thereunder, and for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “terminate,” “termination of employment” or like
terms shall mean separation from service. 
 (D) The parties hereto acknowledge and agree that the interpretation of Section 409A of
the Code and its application to the terms of this Agreement is uncertain and may be subject to change as additional guidance and interpretations become available. Anything to the contrary herein notwithstanding, all benefits or payments provided by
the Company to the Executive that would be deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code are intended to comply with Section 409A of the Code. If, however, any such
benefit or payment is deemed not to comply with Section 409A of the Code, the Company and the Executive agree to renegotiate in good faith any such benefit or payment (including, without limitation, as to the timing of any severance payments
payable hereunder) so that either (i) Section 409A of the Code will not apply or (ii) compliance with Section 409A of the Code will be achieved. 

(E) Notwithstanding anything to the contrary contained in this Agreement, any reimbursement for a cost or expense under this Agreement shall
be paid in no event later than the end of the taxable year following the taxable year in which the Executive incurs such cost or expense. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits,
except as permitted by Section 409A of the Code, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursements or
in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year; provided, however, that the foregoing clause (ii) shall not be violated
with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. 

4.4 The Company shall reimburse the Executive for all reasonable legal fees and expenses incurred by the Executive in attempting to obtain or
enforce rights or benefits provided by this Agreement, if, with respect to any such right or benefit, the Executive is successful in obtaining or enforcing such right or benefit (including by negotiated settlement). 

  
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 5. Restrictive Covenants. 

5.1 During the Executive’s employment with the Company and for a period of twelve (12) months thereafter: 

(A) the Executive shall not, directly for the Executive or any third party, become engaged in any business or activity which is directly in
competition with any services or products sold by, or any business or activity engaged in by, the Company or any of its affiliates; provided, however, that this provision shall not restrict the Executive from owning or investing in publicly traded
securities, so long as the Executive’s aggregate holdings in any company do not exceed 2% of the outstanding equity of such company and such investment is passive; 

(B) the Executive shall not solicit any person who was a customer of the Company or any of its affiliates during the period of the
Executive’s employment hereunder, or solicit potential customers who are or were identified through leads developed during the course of employment with the Company, or otherwise divert or attempt to divert any existing business of the Company
or any of its affiliates; and 
 (C) the Executive shall not, directly for the Executive or any third party, solicit, induce, recruit or
cause another person in the employment of the Company or any of its affiliates to terminate such employee’s employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any
services or products sold, or any business or activity engaged in, by the Company or any of its affiliates. 
 5.2 The Executive agrees that
he will not, while employed with the Company or at any time thereafter for any reason, in any fashion, form or manner, either directly or indirectly, divulge, disclose or communicate to any person, firm, corporation or other business entity, in any
manner whatsoever, any confidential information or trade secrets concerning the business of the Company, including, without limiting the generality of the foregoing, any customer lists or other customer identifying information, the techniques,
methods or systems of the Company’s operation or management, any information regarding its financial matters, or any other material information concerning the business of the Company, its manner of operation, its plans or other material data.
The provisions of this Section 5.2 shall not apply to (i) information that is public knowledge other than as a result of disclosure by the Executive in breach of this Section 5.2; (ii) information disseminated by the Company to
third parties in the ordinary course of business; (iii) information lawfully received by the Executive from a third party who, based upon inquiry by the Executive, is not bound by a confidential relationship to the Company, or
(iv) information disclosed under a requirement of law or as directed by applicable legal authority having jurisdiction over the Executive. 

5.3 The Executive agrees that he will not, while employed with the Company or at any time thereafter for any reason, in any fashion, form or
manner, either directly or indirectly, disparage or criticize the Company, or otherwise speak of the Company, in any negative or unflattering way to anyone with regard to any matters relating to the Executive’s employment by the Company or the
business or employment practices of the Company. The Company agrees that it will not, in any fashion, form or manner, either directly or indirectly, disparage or criticize the Executive or otherwise speak of the Executive in any negative or
unflattering way to anyone with regard to any matters relating to the Executive’s employment with the Company. This Section shall not operate as a bar to (i) statements reasonably necessary to be made in any judicial, administrative or
arbitral proceeding, or (ii) internal communications between and among the employees of the Company with a job-related need to know about this Agreement or matters related to the administration of this Agreement. 

  
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 5.4 The Executive understands that in the event of a violation of any provision of
Section 5, the Company shall have the right to (i) seek injunctive relief, in addition to any other existing rights provided in this Agreement or by operation of law, without the requirement of posting bond and (ii) stop making any
future payments or providing benefits under this Agreement. The remedies provided in this Section 5.4 shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Executive and the
Company or any of its affiliates, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies. If any provisions of Section 5 shall be determined by a court of competent jurisdiction to be
unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the court. 

5.5 The Executive acknowledges that the provisions of Section 5 shall extend to any business that becomes an affiliate of or successor to
the Company or any of its affiliates on account of such Change in Control. 
 6. Requirement of Release. Notwithstanding anything in
this Agreement to the contrary, the Executive’s entitlement to any payments other than the Executive’s accrued but unpaid base compensation and any accrued but unpaid or otherwise vested benefits under any benefit or incentive plan
determined at the time of the Executive’s termination of employment shall be contingent upon the Executive having executed an effective release (i.e., no longer subject to revocation) within sixty (60) days after the Date of Termination
(or the date of the Change in Control in the event of a Pre-Change in Control Termination) which shall completely release the Company, its parent and affiliates and their respective officers, directors and employees (collectively the
“Released Parties” and individually a “Released Party”) and which shall forever waive all claims of any nature that the Executive may have against any Released Party, including without limitation all claims arising
out of Executive’s employment within the Company or the termination of that employment. If the Executive does not execute an effective release within the time period prescribed above, the Company’s obligations to provide the benefits
described in Section 4.1(C) hereof shall cease immediately. 
 7. Termination Procedures. 

7.1 Notice of Termination. After a Change in Control and during the term of this Agreement, any purported termination of the
Executive’s employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with Section 11 hereof. For purposes of this Agreement, a
“Notice of Termination” shall mean a notice which shall indicate whether the termination is for Cause, without Cause, by reason of Disability, for Good Reason or otherwise and shall set forth in reasonable detail the facts and
circumstances claimed to provide the basis for termination of the Executive’s employment; provided, that the failure of the Executive or the Company to set forth in the Notice of Termination any particular facts or circumstances shall not waive
any right of such party or preclude such party from asserting such facts or circumstances in enforcing his or its rights hereunder. 

  
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 7.2 Date of Termination. “Date of Termination,” with respect to any
purported termination of the Executive’s employment after a Change in Control and during the term of this Agreement, shall mean (i) if the Executive’s employment is terminated for Disability, thirty (30) days after Notice of
Termination is given (provided that the Executive shall not have returned to the full-time performance of the Executive’s duties during such thirty (30) day period), and (ii) if the Executive’s employment is terminated for any
other reason, the date specified in the Notice of Termination (which, in the case of a termination by the Company, shall not be less than thirty (30) days (except in the case of a termination for Cause) and, in the case of a termination by the
Executive, shall not be less than fifteen (15) days nor more than sixty (60) days, respectively, from the date such Notice of Termination is given). “Date of Termination,” with respect to any Pre-Change in Control
Termination shall mean the date of such termination as reasonably determined by the Company. 
 8. Acceleration of Certain Stock-Based
Benefits. 
 8.1 If a Change in Control shall occur and concurrently therewith or during a period of twenty-four (24) months
thereafter the Executive’s employment terminates, in addition to any payments and benefits to which the Executive is entitled under Section 3 or any other section hereof, the Company shall accelerate certain stock-based benefits described
in this Section 8 (the “Acceleration”), unless such termination is (i) by the Company for Cause, (ii) by reason of death or Disability, or (iii) by the Executive without Good Reason. The Executive will also receive the
Acceleration of these stock-based benefits in the event a Change in Control occurs, and either (i) the Executive’s employment is terminated as described in this Section 8 or ii) the acquiring entity does not assume, convert, exchange
or continue such stock-based awards or benefits. The Executive shall also be entitled to the Acceleration (and any payments and benefits under this Section 8) if the Executive is terminated by the Company other than for Cause or Disability
within the six (6) month period immediately preceding a Change in Control and the Executive reasonably demonstrates that such termination is otherwise in connection with or in anticipation of a Change in Control that actually occurs during the
term of the Agreement (a “Pre-Change in Control Termination”). 
 (A) To the extent the Board has the discretion to do so
under the applicable option agreement or plan pursuant to which such option was granted, upon the occurrence of a Change in Control and either (i) the termination of the Executive’s employment within twenty-four(24) months thereafter or
(ii) the acquiring entity does not assume, convert, exchange or continue such stock-based awards or benefits or (iii) a Pre-Change in Control Termination, all unvested options with respect to the Company’s stock held by the Executive
at the time of such termination, the Date of Termination, shall vest and become immediately exercisable and will be exercisable for a period ending on the later of (i) the fifth anniversary of the Date of Termination, or in the event of a
Pre-Change in Control Termination, the fifth anniversary of the Change in Control or (ii) the last date that such option otherwise would be exercisable under the terms of the option agreement or the plan pursuant to which such option was
granted; provided, that in no event shall any option be exercisable after the expiration of the original term of such option. 

  
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Unless both (i) the Company accelerates the vesting of the Executive’s unvested options, as aforesaid, and (ii) the Executive’s options are adjusted or substituted following
such Change in Control and termination of the Executive’s employment, pursuant to the terms of the options and relevant plan under which the options were issued, the Company shall, within thirty (30) days following the Executive’s
Date of Termination, or in the event of a Pre-Change in Control Termination or if the acquiring entity does not assume, convert, exchange or continue such stock-based awards or benefits , the date of the Change in Control, make a lump sum cash
payment to the Executive equal to the aggregate positive option “spread” as of the Date of Termination, or in the event of a Pre-Change in Control Termination, the date of the Change in Control and the Executive’s options shall be
cancelled upon such cash payment. 
 (B) To the extent the Board has the discretion to do so under the applicable award agreement or plan
pursuant to which such award was granted, upon the occurrence of a Change in Control and either (i) the termination of the Executive’s employment within twenty-four(24) months thereafter or (ii) the acquiring entity does not assume,
convert, exchange or continue such stock-based awards or benefits or (iii) a Pre-Change in Control Termination;(i) all unearned performance restricted shares held by the Executive under such agreement or plan on the Date of Termination
shall be deemed to have been earned at the target level set forth in such agreement or plan for any performance period not then completed and all earned but unvested performance restricted shares, including those deemed to be earned pursuant to this
sentence, shall immediately vest and (ii) all unvested restricted stock awards shall immediately vest and, in each case, the restrictions on all such shares shall lapse. If the Company cannot deem the Executive’s unearned performance
restricted shares earned, or accelerate the vesting of the Executive’s performance restricted shares or shares of restricted stock, as aforesaid, the Company shall, within thirty (30) days following the Date of Termination, or on the event
of a Pre-Change in Control Termination or if the acquiring entity does not assume, convert, exchange or continue such stock-based awards or benefits, the date of the Change in Control, make a lump sum cash payment to the Executive in respect of such
Executive’s performance restricted shares or shares of restricted stock that have not been earned and/or fully vested upon the occurrence of such Executive’s termination of employment in an amount equal to the aggregate fair market value
of such shares as of the date of the Date of Termination, or in the event of a Pre-Change in Control Termination or if the acquiring entity does not assume, convert, exchange or continue such stock-based awards or benefits, the date of the Change in
Control, without taking into account any restrictions thereon, and such performance restricted shares or shares of restricted stock shall be cancelled upon such cash payment. 

(C) To the extent the Board has the discretion to do so under the applicable restricted stock units agreement or plan pursuant to which such
restricted stock units were granted, upon the occurrence of a Change in Control and either (i) the termination of the Executive’s employment within twenty-four(24) months thereafter or (ii) the acquiring entity does not assume,
convert, exchange or continue such stock-based awards or benefits or (iii) a Pre-Change in Control Termination; (i) all unearned performance restricted stock units held by the Executive under such agreement or plan on the Date of
Termination shall be deemed to have been earned at the target level set forth in such agreement or plan for any performance period not then completed and all earned but unvested performance restricted stock units, including those deemed to be earned
pursuant to this sentence, shall immediately vest, and (ii) all unvested restricted stock units held by the Executive under such agreement or plan at the time shall 

  
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immediately vest. If the Company cannot accelerate the vesting of such restricted stock units, as aforesaid, except to the extent such restricted stock units constitute “non-qualified
deferred compensation” within the meaning of Section 409A of the Code, the Company shall, within thirty (30) days following the Executive’s Date of Termination, or in the event of a Pre-Change in Control Termination or if the
acquiring entity does not assume, convert, exchange or continue such stock-based awards or benefits, the date of the Change in Control, make a lump sum cash payment to the Executive in respect of such Executive’s restricted stock units that
have not been fully vested upon the occurrence of such termination date in an amount equal to the aggregate fair market value of the shares underlying the restricted stock units as of the date of the Executive’s termination date and such
restricted stock units shall be cancelled upon such cash payment. 
 9. No Mitigation. The Company agrees that, if the
Executive’s employment with the Company terminates during the term of this Agreement, the Executive shall not be required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive by the Company pursuant
to Section 4 hereof. Further, the amount of any payment or benefit provided for in this Agreement (other than Section 4.1 (C) hereof) shall not be reduced by any compensation earned by the Executive as the result of employment by
another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company, or otherwise. 

10. Successors; Binding Agreement. 

10.1 In addition to any obligations imposed by law upon any successor to the Company, the Company shall require (i) any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company (on a consolidated basis) and (ii) in the case of a disposition of all or substantially all of the
business or assets of the Company (on a consolidated basis) to more than one entity in a single transaction or series of related transactions, the entity that will employ the Executive immediately after such disposition (such successor or other
entity in clause (i) or (ii), a “Successor”) to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or
disposition had taken place prior to the effectiveness of any such succession or disposition. If such assumption and agreement is obtained prior to the effectiveness of any such succession or disposition and the Executive accepts employment with the
Successor, the Executive’s employment shall not be treated as a termination of the Executive’s employment with the Company (unless otherwise required in order to comply with the definition of “separation from service” as set
forth in Treas. Reg. § 1.409A-1(h) or any successor regulation thereto). 
 10.2 This Agreement shall inure to the benefit of and be
enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall die while any amount would still be payable to the Executive hereunder
(other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the
executors, personal representatives or administrators of the Executive’s estate. 

  
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 11. Notices. For the purpose of this Agreement, notices and all other communications
provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed, if to the Executive, to the address shown
for the Executive in the personnel records of the Company and, if to the Company, to the address set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of
change of address shall be effective only upon actual receipt: 
 To the Company: 

Armstrong World Industries, Inc. 
 P.O. Box 3001 

Lancaster, Pennsylvania 17604 
 Attention: General Counsel 

12. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge
is agreed to in writing and signed by the Executive and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any
condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement supersedes any other agreements or
representations, oral or otherwise, express or implied, with respect to the subject matter hereof which have been made by any party. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania. All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding
required under federal, state or local law and any additional withholding to which the Executive has agreed. The obligations of the Company and the Executive under Sections 4 and 5 hereof shall survive the expiration of the term of this Agreement.
[The Executive agrees that to the extent the Executive is entitled to severance benefits under this Agreement, the Executive shall be deemed to waive any rights to any benefits under the Company’s Severance Pay Plan for salaried employees or
any other severance benefits plan or arrangement of the Company.]2 This Agreement is not intended by the parties hereto to constitute an employee benefit plan subject to the Employee Retirement
Income Security Act of 1974, as amended. 
 13. Validity. The invalidity or unenforceability of any provision of this Agreement shall
not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. 
 14.
Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. 

 

	2 	Section 409 analysis required on a case-by-case basis. 


  
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 15. Settlement of Disputes; Arbitration. All claims by the Executive for benefits under
this Agreement shall be directed in writing to and determined by the Committee, which shall give full consideration to the evidentiary standards set forth in this Agreement. Any denial by the Committee of a claim for benefits under this Agreement
shall be delivered to the Executive in writing and shall set forth the specific reasons for the denial and the specific provisions of this Agreement relied upon. The Committee shall afford a reasonable opportunity to the Executive for a review of
the decision denying a claim and shall further allow the Executive to appeal to the Committee a decision of the Committee within sixty (60) days after notification by the Committee that the Executive’s claim has been denied. Any further
dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Lancaster County, Pennsylvania in accordance with the rules of the American Arbitration Association then in effect. Judgment may
be entered on the arbitrator’s award in any court having jurisdiction. 
 16. Definitions. For purposes of this Agreement, the
following terms shall have the meanings indicated below: 
 (A) “Accounting Firm” shall have the meaning stated in
Section 4.2(B) hereof. 
 (B) “Anniversary Date” shall have the meaning stated in Section 2 hereof. 

(C) “Board” shall mean the Board of Directors of the Company. 

(D) “Cause” for termination by the Company of the Executive’s employment shall mean (i) the deliberate and
continued failure by the Executive to devote substantially all the Executive’s business time and best efforts to the performance of the Executive’s duties after a demand for substantial performance is delivered to the Executive by the
Board which specifically identifies the manner in which the Executive has not substantially performed such duties; (ii) the deliberate engaging by the Executive in gross misconduct which is demonstrably and materially injurious to the Company,
monetarily or otherwise; or (iii) the Executive’s conviction of, or plea of guilty or nolo contendere to, a felony or any criminal charge involving moral turpitude. For the purposes of this Agreement, no act, or failure to act, on
the part of the Executive shall be considered “deliberate” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that such action or omission was in the best interests of the Company. 

(E) A “Change in Control” shall be deemed to have occurred if any of the following shall have occurred after the Effective
Date: 
 (i) at any time (x) any Person (other than a Person that is, at such time, a Permitted Holder) is or becomes the Beneficial
Owner of 30% or more of the Voting Power of the Company and (y) no Person that is, at such time, a Permitted Holder Beneficially Owns as of such time, without giving effect to the existence of any group other than a group that is itself a
Permitted Holder, a greater percentage of the Voting Power of the Company than the percentage of the Voting Power of the Company Beneficially Owned by the Person referred to under clause (x) at such time; 

  
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 (ii) during any period of 12 consecutive months, the following individuals cease for any reason
(other than the occurrence of an emergency or other condition or event described in Section 1509(a) of the Pennsylvania Business Corporation Law) to constitute at least a majority of the Board: (A) individuals who at the beginning of such
period were members of the Board and (B) any new director whose appointment or election by the Board or nomination for election by the Company’s shareholders was (x) approved by a vote of at least a majority of those directors then in
office who were directors at the beginning of such 12-month period or whose election or nomination for election was previously approved in accordance with this clause (B), or (y) approved in writing by TPG, the Trust or TPG and the Trust,
provided that, at the time of such approval, such approving party or parties Beneficially Owns, without giving effect to the existence of any group, 30% or more of the Voting Power of the Company), but excluding for purposes of both clause
(x) and (y) any such new director who is initially proposed for office in an actual or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board, TPG or
the Trust; 
 (iii) the consummation of (A) a merger or consolidation involving the Company, (B) a sale or other disposition of
all or substantially all of the assets of the Company (on a consolidated basis), including a sale or disposition of all or substantially all of the assets of the Company (on a consolidated basis) pursuant to a spin-off or split-up, or (C) any
other substantially similar transaction or series of related transactions involving the Company (each of the transactions in clauses (A), (B) and (C), a “Corporate Transaction”), but excluding a Non-Control Acquisition or a
Spin-Off; or 
 (iv) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company. 

Notwithstanding anything to the contrary in the foregoing, for purposes of clause (i) of the definition of Change in Control, the following
transactions shall not constitute a Change in Control: 
  

	 	(x)	any Person becomes the Beneficial Owner of 30% or more of the Voting Power of the Company as a result of a reduction in the number of shares of Common Stock pursuant to a transaction or series of transactions that is
approved by a majority of the Board, unless such Person thereafter becomes the Beneficial Owner of additional shares of Common Stock representing 1% or more of the Voting Power of the Company; 


 

	 	(y)	if a majority of the Board determines in good faith that a Person has acquired Beneficial Ownership of 30% or more of the Voting Power of the Company inadvertently and, no later than the date set by the Board such
Person divests a sufficient number of shares so that, after such divestiture, such Person no longer Beneficially Owns 30% or more of the Voting Power of the Company; or 


 

	 	(z)	any Person becomes the Beneficial Owner of 30% or more of the Voting Power of the Company as a result of an issuance or sale of securities by the Company or any of its Subsidiaries. 


  
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 Notwithstanding anything to the contrary herein, solely for the purpose of determining the timing of payment or
timing of distribution of any compensation or benefit that constitutes “non-qualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, a Change in Control shall not be deemed
to occur under this Agreement unless the events that have occurred would also constitute a “Change in the Ownership or Effective Control of a Corporation or in the Ownership of a Substantial Portion of the Assets of a Corporation” under
Treasury Department Final Regulation 1.409A-3(i)(5), or any successor provision. 
 Other definitions used in the Change in Control
definition 
 (E1) “Affiliate” shall mean with respect to any person or entity, any other person or
entity that, at any time that a determination is made hereunder, directly or indirectly, controls, is controlled by, or is under common control with such first person or entity. For the purpose of this definition, “control” shall mean, as
to any person or entity, the possession, directly or indirectly, of the power to elect or appoint a majority of directors (or other persons acting in similar capacities) of such person or entity or otherwise to direct or cause the direction of the
management and policies of such person or entity, whether through the ownership of voting securities, by contract or otherwise. 

(E2) “Beneficial Owner”, “Beneficially Own” and “Beneficial Ownership” shall
have the meaning as set forth in Rules 13d-3 and 13d-5 promulgated under the Exchange Act or any successor provision. 
 (E3)
“Common Stock” shall mean the common stock of the Company. 
 (E4) “Group” or
“group” shall have the meaning ascribed thereto in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision. 

(E5) “Non-Control Acquisition” shall mean a Corporate Transaction that is a merger or consolidation involving
the Company (or any other substantially similar transaction or series of related transactions involving the Company) where: 

(1) Persons who are the Beneficial Owners of the Voting Power of the Company immediately prior to such Corporate Transaction
will Beneficially Own, by reason of such immediately prior Beneficial Ownership, immediately after such Corporate Transaction an aggregate of more than 45% of the Voting Power of the surviving, resulting or acquiring entity in such Corporate
Transaction; and 
 (2) such Corporate Transaction shall not result in a Change in Control with respect to the surviving,
resulting or acquiring entity under clause (i) of the definition of “Change in Control” (as if such definition and the definition of “Permitted Holder” referred to such surviving, resulting or acquiring entity and taking
into account the paragraph beginning “Notwithstanding” immediately following clause (iv) of such definition); and 

(3) individuals who were members of the Board immediately prior to such Corporate Transaction constitute at least a majority of
the members of the board of directors (or similar governing body) of the Company or other surviving, resulting or acquiring entity in such Corporate Transaction immediately after such Corporate Transaction. 

  
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 (E6) “Permitted Holder” shall mean any of (a) the Trust,
(b) TPG, (c) the Company or any entity controlled by the Company, (d) any employee benefit plan (or related trust) sponsored or maintained by the Company or by any entity controlled by the Company, (e) any group of which any of
the foregoing are members; provided, that, without giving effect to the existence of such group or any other group, or giving effect to any agreements between the Trust and/or TPG, on the one hand, and any other Person, on the other hand, the Trust
and TPG collectively Beneficially Own, a greater percentage of the Voting Power of the Company than the percentage of such Voting Power collectively Beneficially Owned by all other members of such group (together with their Affiliates), or
(f) any member of any group that is a Permitted Holder pursuant to clause (e) of this definition at the time of the determination of whether such member is a Permitted Holder, and any of such member’s Affiliates. 

(E7) “Person” shall mean any individual, entity or group, including any “person” or
“group” within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision. 

(E8) “Shareholders’ Agreement” shall mean the Shareholders’ Agreement by and between TPG and the
Trust dated as of August 28, 2009, as it may be amended from time to time. 
 (E9) “Spin-Off” shall
mean a disposition of what the Board determines in good faith, after consultation with its outside counsel, to be all or substantially all of the assets of the Company (on a consolidated basis) pursuant to a spin-off, split-up or similar transaction
where Persons who are the Beneficial Owners of the Voting Power of the Company immediately prior to such transaction will Beneficially Own, by reason of such immediately prior Beneficial Ownership, an aggregate of more than 80% of the Voting Power
of each of the entities resulting from such transaction (including Armstrong World Industries, Inc.) immediately after such transaction; provided, that, if another Corporate Transaction involving any entity resulting from such transaction (including
Armstrong World Industries, Inc.) occurs in connection with a Spin-Off, such Corporate Transaction shall be analyzed separately for purposes of determining whether a Change in Control has occurred with respect to the entity resulting from such
Spin-Off that employs the Executive immediately after such Spin-Off (which may be Armstrong World Industries, Inc.). 
 (E10)
“TPG” shall mean Armor TPG Holdings LLC and its Affiliates as of the time of the relevant determination hereunder. 

(E11) “Trust” shall mean the Armstrong World Industries, Inc. Asbestos Personal Injury Settlement Trust and
its Affiliates as of the time of the relevant determination hereunder. 

  
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 (E12) “Voting Power” shall mean, calculated at a particular
point in time, the aggregate votes represented by all the then outstanding securities of an entity then entitled to vote generally in the election of directors of such entity (as applicable) but excluding any votes which a Person shall have upon and
by reason of the non-payment of dividends on preferred shares in accordance with the terms of such preferred shares. 
 (F) “Change
in Control Bonus” shall have the meaning stated in Section 4.1(A)(ii) hereof. 
 (G) “Change in Control
Salary” shall have the meaning stated in Section 4.1(A)(i) hereof. 
 (H) “COBRA” shall mean the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended from time to time. 
 (I) “Code” shall mean the Internal Revenue Code
of 1986, as amended from time to time. 
 (J) “Committee” shall mean (i) the individuals (not fewer than three in
number) who, on the date six (6) months before a Change in Control, constitute the Management Development and Compensation Committee of the Board (or its successor), plus (ii) in the event that fewer than three individuals are available
from the group specified in clause (i) above for any reason, such individuals otherwise constituting members of the Board as may be appointed by the individual or individuals so available (including for this purpose any individual or
individuals previously so appointed under this clause (ii)); provided, that, if after such appointments fewer than three individuals constitute the Committee, then the Board shall appoint additional members of the Committee so that the Committee
shall have no fewer than three members, a majority of which additional appointees, if available, shall be “independent directors” (as determined by the rules or regulations of the principal stock exchange or market on which the
Company’s common stock is traded or, if the Company’s common stock is not listed or traded on such exchange, as defined under the rules of the Nasdaq Stock Market). 

(K) “Company” shall mean Armstrong World Industries, Inc., as hereinbefore defined, or any Successor that has assumed this
Agreement pursuant to Section 10.1 hereof. 
 (L) “Cut Back” shall have the meaning stated in Section 4.2(A)
hereof. 
 (M) “Date of Termination” shall have the meaning stated in Section 7.2 hereof. 

(N) “Disability” shall be deemed the reason for the termination by the Company of the Executive’s employment, if, as a
result of the Executive’s incapacity due to physical or mental illness, the Executive shall have been absent from the full-time performance of the Executive’s duties with the Company for a period of six (6) consecutive months, the
Company shall have given the Executive a Notice of Termination for Disability, and, within thirty (30) days after such Notice of Termination is given, the Executive shall not have returned to the full-time performance of the Executive’s
duties. 

  
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 (O) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended
from time to time. 
 (P) “Excise Tax” shall have the meaning stated in Section 4.2(A) hereof. 

(Q) “Good Reason” for termination by the Executive of the Executive’s employment shall mean the occurrence (without the
Executive’s express written consent), during the term of this Agreement, of any one of the following acts by the Company, or failures by the Company to act: 

(i) a material diminution in the Executive’s authority, duties, or responsibilities or the assignment to Executive of duties or
responsibilities that are materially inconsistent from those in effect immediately prior to the Change in Control; 
 (ii) a reduction of
ten percent (10%) or more by the Company in the Executive’s annual base salary as in effect on the date hereof or as the same may be increased from time to time, except for across-the-board salary reductions similarly affecting all senior
executive officers of the Company; 
 (iii) the failure by the Company to continue in effect any compensation plan in which the Executive
participates immediately prior to the Change in Control which is material to the Executive’s total compensation, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or
the failure by the Company to continue the Executive’s participation therein (or in such substitute or alternative plan) on a basis not materially less favorable in terms of compensation opportunity (“materially less favorable” shall
be a reduction of ten percent (10%) or more in the compensation opportunity), as existed immediately prior to the Change in Control, except for across-the-board compensation plan reductions similarly affecting all senior executive officers of
the Company; 
 (iv) the failure by the Company to continue to provide the Executive with benefits substantially similar to those enjoyed by
the Executive under any of the Company’s retirement, life insurance, medical, health and accident, or disability plans in which the Executive was participating immediately prior to the Change in Control, the taking of any action by the Company
which would directly or indirectly materially reduce any of such benefits (a “material reduction” shall be a reduction of ten percent (10%) or more in the value of the aggregate benefits), or deprive the Executive of any material
fringe benefit enjoyed by the Executive at the time of the Change in Control except for (i) across-the-board benefit reductions similarly affecting all senior executive officers of the Company or (ii) reduction or elimination of
Executive’s annual comprehensive “executive” physical examinations, financial planning or other perquisites; 
 (v) a
material breach by the Company of its obligations under this Agreement; or 

  
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 (vi) failure of the Company to obtain the assumption and agreement to perform this Agreement by
a Successor as provided in Section 10.1 hereof prior to the effectiveness of the succession or disposition referred to in Section 10.1(i) or Section 10.1(ii), as applicable. 

The Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act
constituting Good Reason hereunder. 
 The Executive’s right to terminate employment for Good Reason shall be subject to the following
conditions: (i) any amounts payable upon a Good Reason termination shall be paid only if the Executive actually terminates employment within one hundred and eighty (180) days following the initial existence of the Good Reason condition and
(ii) the amount, time and form of payment upon a termination of employment for Good Reason shall be the same as the amount, time and form of payment payable upon an involuntary termination without Cause. The Executive must also provide notice
to the Company of the Good Reason condition within ninety (90) days of the initial existence of such condition and the Company must be given at least thirty (30) days to remedy such situation. 

(R) “MAP” shall have the meaning stated in Section 4.1(B) hereof. 

(S) “Notice of Termination” shall have the meaning stated in Section 7.1 hereof. 

(T) “Payment” shall have the meaning stated in Section 4.2(A) hereof. 

(U) “Person” shall have the meaning set forth in Section 16(E7). 

(V) “Pre-Change in Control Termination” shall have the meaning stated in Section 4.1 hereof. 

(W) “Released Parties” or “Released Party” shall have the meaning stated in Section 6 hereof. 

(X) “Severance Payments” shall mean those payments described in Section 4.1 hereof. 

(Y) “Successor” shall have the meaning stated in Section 10.1 hereof. 

  
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 IN WITNESS WHEREOF, Executive and the Company have executed this agreement as of the date and year first written
above. 
  

			
	ARMSTRONG WORLD INDUSTRIES, INC.	 	
		
	 	 	
	 Name:
	 	
	 Title:
	 	
		
	 EXECUTIVE
	 	
		
	 	 	
	 Name:
	 	
	 Title:
	 	



  
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