Exhibit 10.4






Exhibit No. 10.4




Plan Document

As of 07/2010




ARMSTRONG

NONQUALIFIED DEFERRED COMPENSATION PLAN




The Armstrong Nonqualified Deferred Compensation Plan (the “Plan”) was established by the
Retirement Committee of Armstrong World Industries, Inc. effective January 1, 2005.



The Plan is a nonqualified deferred compensation plan for a select group of management or
highly compensated employees and nonemployee directors. The Plan is intended to meet the
requirements of Section 409A of the Internal Revenue Code of 1986, as amended, to achieve deferral
of taxation until deferred amounts are distributed in accordance with the terms of the Plan.



1. DEFINITIONS




1.1 “Account” shall mean an account established on the books of the Company for the
purpose of recording amounts credited on behalf of a Participant and any income, expenses, gains or
losses included thereon.



1.2 “Administrator” shall mean the Retirement Committee of the Company.



1.3 “Beneficiary” means the person or persons, trust or other entity designated in
writing by a Participant to receive payments under the Plan upon the death of a Participant.



1.4 “Board” means the Board of Directors of the Company.



1.5 “Bonus” means any discretionary performance-based cash bonuses paid for services
with the Company.



1.6 “Change in Control” means the first to occur of any of the following events:
(i) a Change in Ownership of the Corporation, (ii) a Change in Effective Control of the Corporation
or (iii) a Change in the Ownership of a Substantial Portion of the Assets of the Corporation.




(a) A “Change in Ownership” of the Corporation occurs on the date that any one
person, or more than one person acting as a group acquires ownership of stock of the
Corporation that, together with stock held by such person or group, constitutes more
than 50 percent of the total fair market value or total voting power of the stock of
the Corporation.




(b) A “Change in Effective Control” of the Corporation occurs on the date that
either:




(i) Any one person, or more than one person acting as a group, acquires (or
has acquired during the 12 month period ending on the date of the most recent
acquisition by such person or persons) ownership of stock of the Corporation
possessing 35 percent or more of the total voting power of the stock of the
Corporation; or




(ii) a majority of members of the Corporation’s board of directors is
replaced during any 12 month period by directors whose appointment or election is
not endorsed by a majority of the members of the Corporation’s board of directors
prior to the date of the appointment or election.


 


 









 





(c) A “Change in the Ownership of a Substantial Portion of the Assets of the Corporation”
occurs on the date that any one person, or more than one person acting as a group, acquires (or has
acquired during the 12 month period ending on the date of the most recent acquisition by such
person or persons) assets from the Corporation that have a total gross fair market value equal to
or more than 40 percent of the total gross fair market value of all of the assets of the
Corporation immediately prior to such acquisition or acquisitions. For this purpose, gross fair
market value means the value of the assets being disposed of, determined without regard to any
liabilities associated with such assets. There is no Change in Control event under this Section
1.6(c) when there is a transfer to an entity that is controlled by the shareholders of the
transferring corporation immediately after the transfer.



The determination of whether a Change in Control event has occurred will be made in accordance with
the requirements of Code Section 409A and the guidance issued thereunder. The foregoing definition
of Change in Control shall exclude the occurrence of the date(s) on which (i) the Chapter 11 Plan
of Reorganization of the Company shall become effective and (ii) the creation by the Company of the
Asbestos Personal Injury Trust.




1.7 “Code” means the Internal Revenue Code of 1986, as amended from time to time.



1.8 “Corporation” shall mean Armstrong Holdings, Inc. or any successor by merger, purchase
or otherwise.



1.9 “Company” shall mean Armstrong World Industries, Inc. and any other subsidiary
corporation controlled by the Corporation that that adopts this Plan with the permission of the
Administrator.



1.10 “Compensation” shall mean:



(a) for an employee Participant, Compensation shall include:




(i) for purposes of deferral of Compensation under Section 3, a Participant’s annual
base salary and any actual bonus payable under the Participant’s employing Company’s
annual bonus plan received by the employee for services with such Company and,




(ii) for purposes of determining the Restoration Matching Credits under Section 4.1,
in addition to the amounts under Section 1.10(a)(i) above, amounts allocated, if any, to a
Participant’s account under the Bonus Replacement Retirement Plan of Armstrong World
Industries, Inc.



(b) for a nonemployee director Participant, Compensation shall include payments to the
director of regularly scheduled cash compensation.


 


 









 





1.11 “Director Deferrals” means the deferrals elected by the Participant pursuant to Section
3.3.



1.12 “Director Deferral Account” means the Account with is maintained with respect to the
Director Deferral credits of the Participant and any hypothetical earnings or losses thereon.



1.13 “Effective Date” means January 1, 2005.



1.14 “Excess Compensation” means the Participant’s Compensation for the Plan Year in excess
of 12.5 times the Code Section 402(g) limit in effect for such Plan Year.



1.15 “Investment Funds” shall mean the investment alternatives made available by the
Administrator from time to time under the Plan.



1.16 “Participant” shall be each nonemployee director and employee who has been selected for
participation by the Administrator, who satisfies all conditions of eligibility.



1.17 “Plan” means the Armstrong Nonqualified Deferred Compensation Plan, the Plan set forth
herein, as amended from time to time.



1.18 “Plan Year” means a 12-consecutive month period commencing January 1st and ending on the
following December 31st.



1.19 “Qualified Plan” means the Savings and Investment Plan of Armstrong World Industries,
Inc. and any successor plan thereto.



1.20 “Restoration Bonus Deferrals” means the deferrals elected by the Participant pursuant to
Section 3.2.



1.21 “Restoration Deferral Account” means the Account which is maintained with respect to the
Restoration Salary Deferrals and Restoration Bonus Deferrals of the Participant and any
hypothetical earnings or losses thereon.



1.22 “Restoration Matching Credits” means the credits allocated to the Participant pursuant
to Section 4.1.



1.23 “Restoration Matching Account” means the Account which is maintained with respect to
the Restoration Matching Credits of the Participant and any hypothetical earnings or losses
thereon.


 


 









 





1.24 “Restoration Salary Deferrals” means the deferrals elected by the Participant pursuant
to Section 3.1.



1.25 “Retirement Supplement Credits” means the credits allocated to the Participant
pursuant to Section 4.2.



1.26 “Retirement Supplement Account” means the Account which is maintained with respect to
the Retirement Supplement Credits of the Participant and any hypothetical earnings or losses
thereon.



1.27 “Termination” means a Participant’s “separation from service” as defined under Treas.
Reg. § 1.409A-1(h).



1.28 “Unforeseeable Emergency” means a severe financial hardship to the Participant
resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent
(as defined in Code Section 152(a)) of the Participant, loss of the Participant’s property due to
casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant.



1.29 “Valuation Date” means any day on which the New York Stock Exchange or any successor to
its business is open for trading.



2. ELIGIBILITY AND PARTICIPATION




2.1 Eligibility for Participation: Participation in the Plan is limited to those
individuals who have been selected for participation by the Administrator. No individual shall be
eligible for selection unless he/she meets one or more of the following criteria:



(a) To be eligible to make Restoration Salary Deferrals or Restoration Bonus Deferrals
for a Plan Year:




(i) the individual must be a management employee in a position Grade 15 or
higher as of the September 1st prior to the Plan Year or, for the Plan Year in
which an individual is first hired by or transferred to a Company, the individual
must be hired or transferred to a position that is Grade 15 or higher (individuals
previously employed by a participating Company who are promoted to a position Grade
15 or higher must be in the eligible position as of the September 1 prior to the
Plan Year to participate for that Plan Year), and




(ii) the individual must earn Compensation for the Plan Year in excess of 12.5
times the Code Section 402(g) limit in effect for such Plan Year.



(b) To be eligible to make Director Deferrals for a Plan Year, the individual must be a
nonemployee director of the Corporation as of the December 1st prior to the Plan Year and be
authorized to participate in the Plan by the Nominating and Governance Committee of the board of
the Corporation.



(c) To be eligible to receive Restoration Matching Credits, the employee Participants must
make a Restoration Salary Deferral election or a Restoration Bonus Deferral election for the Plan
Year and must not be actively accruing any benefit under the Retirement Income Plan for Employees
of Armstrong World Industries, Inc.



(d) To be eligible to receive Retirement Supplement Credits, the individual must be a
management employee in a position Grade 15 or higher as of his or her crediting date and have been
designated to receive Retirement Supplement Credits by the Administrator.


 


 









 





2.2 Commencement of Participation: Each Participant shall be provided an opportunity to
designate irrevocably, prior to each Plan Year (or, in the Participant’s first year of eligibility,
within 30 days
following the date the Participant became eligible), his or her elections pursuant to Article
3. Any such designation must be made in the manner authorized by the Administrator and must be
accompanied by, as applicable:



(a) an irrevocable authorization for the Company to make regular deductions to cover the
amount of such deferrals elected pursuant to Section 3.1 or Section 3.3;



(b) an irrevocable authorization to defer receipt of a percentage of future Bonus amounts for
any year as elected under Section 3.2;



(c) an investment election with respect to each of the Participant’s Accounts as provided
under Section 5.3;



(d) a designation of Beneficiary; and



(e) a designation as to the form and timing of the distribution of each of the Participant’s
Accounts as provided under Sections 6.1 and 6.2.



2.3 Cessation of Participation: A Participant shall cease to be an active Participant on
the earliest of:



(a) the date on which the Plan terminates, or



(b) the date on which he or she ceases to be eligible to participate in the Plan under Section
2.1.



A former active Participant will be deemed a Participant for all purposes except with respect
to the right to make deferrals, as long as he or she maintains a Participant Account.



3. DEFERRAL OF COMPENSATION




3.1 Restoration Salary Deferrals: Each Participant eligible to make Restoration Salary
Deferrals may authorize the Company by which he or she is employed, in the manner described in
Section 2.2, to have Restoration Salary Deferrals made on his or her behalf. Such election shall
apply to the Participant’s Excess Compensation attributable to services performed in the Plan Year
subsequent to the election. Such Restoration Salary Deferrals shall be a stated percentage of the
Participant’s Excess Compensation, up to 8 percent as designated by the Participant. A
Participant’s annual election to make a Restoration Salary Deferral shall be irrevocable for such
calendar year. A Participant must make a new election in each calendar year to make a
Restoration Salary Deferral for the subsequent calendar year.



3.2 Restoration Bonus Deferrals: Notwithstanding deferrals made under Section 3.1, by
December 31 of each year or such earlier date as the Administrator may determine, each Participant
eligible to make Restoration Bonus Deferrals may authorize the Company by which he or she is
employed, in the manner described in Section 2.2, to defer a percentage of his or her Bonus that is
Excess Compensation that would otherwise be payable for services performed in the twelve-month
period beginning on the January 1 immediately following such December 31. Such Restoration Bonus
Deferrals shall be a stated percentage of the Participant’s Excess Compensation, up to 8 percent as
designated by the Participant. A Participant must make a new election in each calendar year to
defer a Bonus for the subsequent calendar year.



3.3 Director Deferrals: Each Participant eligible to make Director Deferrals may authorize
the Company, in the manner described in Section 2.2, to have Director Deferrals made on his or her
behalf. Such election shall apply to the Participant’s Compensation attributable to services
performed in the Plan Year subsequent to the election. Such Director Deferrals shall be a stated
whole percentage of the
Participant’s Compensation, up to 100 percent as designated by the Participant. A Participant
must make a new election in each calendar year to make Director Deferrals for the subsequent
calendar year.


 


 









 





3.4 First Year of Eligibility: In the case of the first year in which a Participant becomes
eligible to participate in the Plan, such Participant’s election with respect to Sections 3.1 or
3.3 may be made with respect to services to be performed subsequent to the election within 30 days
following the date the Participant becomes eligible to participate in the Plan.



4. EMPLOYER CONTRIBUTIONS




4.1 Restoration Matching Credits: For each pay period that the employee Participant makes
Restoration Salary Deferrals and/or Restoration Bonus Deferrals, the Company shall make Restoration
Matching Credits on behalf of each Participant eligible for Restoration Matching Credits in an
amount equal to 100% of the first 4% and 50% of the next 4% of the Participant’s Restoration Salary
Deferrals and Restoration Bonus Deferrals for such pay period. Such Restoration Matching Credits
shall be fully vested at the same time as the Participant’s matching contributions under the
Qualified Plan.



4.2 Retirement Supplement Credits: The Company shall make Retirement Supplement Credits to
the Retirement Supplement Account in the manner and at such time as determined by the
Administrator. Retirement Supplement Credits shall be fully vested at the same time as the
Participant’s matching contributions under the Qualified Plan.



5. INVESTMENT OF CONTRIBUTION




5.1 Establishment of Accounts: The Company shall establish Accounts for each
Participant, but only to the extent the Participant has amounts to be allocated to such Account:




(a) a Restoration Deferral Account to which shall be credited the Participant’s Restoration
Salary Deferrals and Restoration Bonus Deferrals and any deemed earnings and losses credited
thereto;




(b) a Director Deferral Account to which shall be credited the Participant’s Director
Deferrals and any deemed earnings and losses credited thereto.




(c) a Restoration Matching Account to which shall be credited the Participant’s Restoration
Matching Credits and any deemed earnings and losses credited thereto.




(d) a Retirement Supplement Account to which shall be credited the Participant’s Retirement
Supplement Credits and any deemed earnings and losses credited thereto.



Each Participant shall receive periodic statements (no less frequently than quarterly) reflecting
the balances in his or her Participant Accounts.




5.2 Obligation of the Company: Individual benefits under the Plan are payable as
they become due solely from the general assets of the Company. To the extent a Participant, or any
person, acquires a right to receive payments under this Plan, such right shall be no greater than
the right of any general creditor of the Company. Neither this Plan, nor any action taken pursuant
to the terms of this Plan, shall be considered to create a fiduciary relationship between the
Company and the Participant, or any other persons, or to require the establishment of a trust in
which the assets are beyond the claims of any general creditor of the Company.



5.3 Establishment of Investment Funds: The Administrator will establish multiple
deemed Investment Funds which will be maintained for the purpose of determining the investment
return to be credited to each Participant’s Accounts. The Administrator may change the number,
identity or composition of the Investment Funds from time to time. Each Participant will indicate
the Investment Funds based on which amounts allocated in accordance with Articles 3 and 4 are to be
adjusted. Each Participant’s Accounts will be increased or decreased by the net amount of
investment earnings or losses that it would have achieved had it actually been invested in the
deemed investments. The Company is
not required to purchase or hold any of the deemed investments. Investment Fund elections
must be made in a minimum of 1% increments and in such manner as the Administrator will specify. A
Participant may make separate Investment Fund elections with respect to each Account (as
applicable) set forth in Section 5.1. A Participant may change his or her Investment Fund election
periodically in the manner provided by the Administrator. Any such change shall become effective
as soon as administratively practicable following the date the Administrator receives notice of
such change in the form prescribed by the Administrator.


 


 









 





5.4 Crediting Investment Results: No less frequently than as of each Valuation
Date, each Participant Account will be increased or decreased to reflect investment results. Each
Participant Account will be credited with the investment return of the Investment Funds in which
the Participant elected to be deemed to participate. The credited investment return is intended to
reflect the actual performance of the Investment Funds net of any applicable investment management
fees or administrative expenses determined by the Administrator. Notwithstanding the above, the
amount of any payment of Plan benefits pursuant to Article 6 or upon Plan termination shall be
determined as of the Valuation Date preceding the date of payment.



6. PAYMENT AND AMOUNT OF BENEFITS





6.1 Form of Distribution:




(a) Each Participant shall elect the form and timing of the distribution with respect to
each of his or her Participant Accounts in the manner authorized by the Administrator. The
Participant’s election shall indicate the form of distribution of the amounts credited to each
of the Participant’s:




(1) Restoration Deferral Account and Restoration Matching Account
(a single election with respect to these accounts);




(2) Director Deferral Account; and




(3) Retirement Supplement Account.




(b) The Participant’s election shall indicate that a payment shall be made in a lump sum or
substantially equal monthly installments. If the Participant elects a monthly installment
distribution, the amount of each installment shall be determined by multiplying the
Participant’s remaining Account balance by a fraction, the numerator of which is one (1) and the
denominator of which is the number of months remaining in the installment period.




(c) If the Participant fails to timely make an election with respect to the form of
distribution of his or her Account(s) as provided in this Section 6.1, the Participant’s
Account(s) shall be distributed in a lump sum.



6.2 Time of Distribution: Each Participant shall elect the timing of the distribution with
respect to his or her Participant Account in the manner authorized by the Administrator. A
Participant shall make a separate election as to the timing of payment with respect to each Account
grouping specified in Section 6.1(a) above. The Participant’s election(s) shall indicate that
payment shall be made (in the case of a lump sum election) or shall commence (in the case of an
installment election):




(a) within 45 days following the Participant’s Termination; provided, however, if the
Participant is a key employee (as defined in Code Section 416(i) without regard to paragraph (5)
thereof) and the stock of the Company or the Corporation is publicly traded on an established
securities market, distributions shall not commence before the date which is 6 months following
the date of Termination (or, if earlier, the death of the Participant); or




(b) in a specific month and year, but in no event (1) later than the first of the month
following the Participant’s 70th birthday, or (2) earlier than the Participant’s Termination.
If a Participant elects his or her distribution to be made or commenced in accordance with this
paragraph (b), and such
date falls before the Participant’s Termination, the distribution shall be made within 45
days following the Participant’s Termination.


 


 









 





If the Participant fails to timely make an election with respect to the timing of distribution of
his or her Account(s) as provided in this Section 6.2, the Participant’s Account(s) shall be
distributed or commence distribution on or within 45 days following the Participant’s Termination.




6.3 Change in Control Election: Notwithstanding the elections made in accordance with
Sections 6.1 and 6.2 above, a Participant may elect that in the event of a Change in Control, a
election shall be superseded and that, in the event of the Participant’s Termination within 12
months following the Change in Control, the Account balance shall be paid in a lump sum. If so
elected, such lump sum payment shall be made within 45 days following the Participant’s
Termination; provided, however, if the Participant is a key employee (as defined in Code Section
416(i) without regard to paragraph (5) thereof) and the stock of the Company or the Corporation is
publicly traded on an established securities market, distributions shall not commence before the
date which is 6 months following the date of Termination (or, if earlier, the death of the
Participant).



6.4 Change in Form or Time of Distribution: A Participant may change his or her form and
timing election applicable to the distribution of an Account under Sections 6.1, 6.2 and 6.3,
provided that such request for change (i) does not take effect until at least twelve (12) months
after the date on which it is made, (ii) with respect to payments made at a specified time or
pursuant to a fixed schedule, is made at least twelve (12) months prior to the date on which such
distribution would otherwise have been made or commenced and (iii) with respect to elections under
Section 6.1 and 6.2, the first payment with respect to such new election is deferred for a period
of not less than five (5) years beyond the date such distribution would otherwise have been made.



6.5 Distribution after Death: If a Participant dies prior to receiving the entire amounts
credited to his or her Participant Accounts, the remaining amounts shall be paid to the
Participant’s Beneficiary designated by the Participant at the time and in the form as previously
elected by the Participant under Section 6.1, 6.2 and 6.3 (i.e, there are no special distribution
elections for distribution upon death). In the case of an election for amounts to be paid as of
Termination, the Participant’s death shall be considered a Termination.



6.6 De Minimis Distributions: Notwithstanding the provisions of Sections 6.1, 6.2, 6.3, 6.4
and 6.5 with respect to the form of distribution, if, as of the Participant’s Termination or death
and prior to the commencement of installment payments, the value of amounts in all of the
Participant’s Accounts (determined as of the Valuation Date immediately preceding such date) is
less than $10,000, the entire balance in the Participant’s Accounts shall be distributed to the
Participant (or if the Participant is deceased, the Participant’s Beneficiary) as a lump sum
payment.



6.7 Distribution Due to Unforeseeable Emergency: Distributions hereunder may commence if
the Administrator determines, based upon uniform, established standards consistent with Treas. Reg.
§ 1.409A-3(i)(3), that the Participant has incurred an Unforeseeable Emergency. The amount
distributed under this Section 6.7 shall not exceed the amount necessary to satisfy such emergency
plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after
taking into account the extent to which such hardship is or maybe relieved through reimbursement or
compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent
the liquidation of such assets would not itself cause severe financial hardship.) Distributions
under this Section 6.7 shall be distributed from either the Participant’s Restoration Deferral
Account or Director Deferral Account, as appropriate, under Section 5.1. Distributions under this
Section 6.7 from a Participant’s Restoration Deferral Account shall first be debited from the
Participant’s Restoration Salary Deferrals and then from the Participant’s Restoration Bonus
Deferrals, and any deemed earnings and losses credited thereto. No distribution under this Section
6.7 shall be made from the Participant’s Restoration Matching Account under Section 5.1. Amounts
distributed pursuant to this Section 6.7 shall be debited prorata from each Investment Fund
maintained for the respective Account at the time of distribution under Section 5.3.


 


 









 





6.8 Termination for Willful, Deliberate or Gross Misconduct: In the event that a Participant
(i) is discharged for willful, deliberate, or gross misconduct as determined by the Board or a duly
constituted committee thereof; or (ii) if following the Participant’s Termination and, within a
period of three years thereafter, the Participant engages in any business or enters into any
employment which the Board or a duly constituted committee thereof determines to be either directly
or indirectly competitive with the business of the Company or substantially injurious to the
Company’s financial interest (the occurrence of an event described in (i) or (ii) shall be referred
to as “Injurious Conduct”), all amounts attributable to the Restoration Matching Account and
Retirement Supplement Account shall be forfeited. Further, the Board or a duly constituted
committee thereof, in its discretion, may require the Participant who has engaged in Injurious
Conduct to return any amounts attributable to the Restoration Matching Account and Retirement
Supplement Account previously received by the Participant, provided the right to require repayment
under this Section 6.8 must be exercised within ninety (90) days after the Board (or committee, as
the case may be) first learns of the Injurious Conduct, but in no event later than twenty-four (24)
months after the Participant’s Termination. A Participant may request the Board or a duly
constituted committee thereof, in writing, to determine whether any proposed business or employment
activity would constitute Injurious Conduct. Such a request shall fully describe the proposed
activity and the Board’s (or the committee’s, as the case may be) determination shall be limited to
the specific activity so described.



7. FINANCING




No Participant shall have any right or interest in any such policy or the proceeds thereof or in
any other specific fund or asset the Corporation or the Company as a result of the Plan. The
rights of Participants to benefit payments hereunder shall be no greater than those of a general
creditor.




8. AMENDMENT OR TERMINATION




8.1 Plan Amendment: The Plan may be amended or otherwise modified by the Administrator, in
whole or in part, provided that no amendment or modification shall divest any Participant of any
amount previously credited to his or her Participant Accounts under Article 3 and 4 or of the
amount and method of crediting earnings to such Participant Accounts under Article 5 of the Plan as
of the date of such amendment.



8.2 Termination of the Plan: The Administrator reserves the right to terminate the Plan at
any time in whole or in part. In the event of any such termination, the Company shall pay a
benefit to the Participant or the Beneficiary of any deceased Participant, in lieu of other
benefits hereunder, equal to the value of the Participant’s Accounts in the form and at the benefit
commencement date elected by the Participant pursuant to Article 6 of the Plan. Earnings shall
continue to be allocated under Article 5 of the Plan after the termination of the Plan until the
Participant’s benefits have been paid in full notwithstanding the termination of the Plan.



9. ADMINISTRATION




9.1 Administration: Responsibility for establishing the requirements for participation and
for administration of the Plan shall be vested in the Administrator, which shall have the full and
exclusive discretionary authority to interpret the Plan, to determine all benefits and to resolve
all questions arising from the administration, interpretation, and application of their provisions,
either by general rules or by particular decisions, including determinations as to whether a
claimant is eligible for benefits, the amount, form and timing of benefits, and any other matter
(including any question of fact) raised by a claimant or identified by the Administrator. The
Administrator may delegate administrative tasks as necessary to persons who are not Administrator
members. All decisions of the Administrator shall be conclusive and binding upon all affected
persons.



9.2 Plan Expenses: The expenses of administering the Plan shall be borne by the Corporation
and the Company. No employee shall receive any remuneration for service in such capacity.
However,
expenses of the Administrator or its members paid or incurred in connection with administering
the Plan shall be reimbursed by the Corporation and the Company.


 


 









 





9.3 Liability: The Corporation and the Company shall indemnify and hold harmless the members
of the Administrator against any and all claims, loss, damage, expense or liability arising from
any action or failure to act with respect to this Plan, except in the case of gross negligence or
willful misconduct.



10. CLAIMS PROCEDURE




10.1 Claim: Any person claiming a benefit, requesting an interpretation or ruling under the
Plan, or requesting information under the Plan shall present the request in writing to the
Administrator which shall respond in writing as soon as practicable.



10.2 Denial of Claim: If the claim or request is denied, the written notice of denial shall
state:




(a) The reasons for denial, with specific reference to the Plan provisions on which
the denial is based.




(b) A description of any additional material or information required and an
explanation of why it is necessary.




(c) An explanation of the Plan’s claim review procedure.



10.3 Review of Claim: Any person whose claim or request is denied or who has not received a
response within thirty (30) days may request review by notice given in writing to the
Administrator. The claim or request shall be reviewed by the Administrator who may, but shall not
be required to, grant the claimant a hearing. On review, the claimant may have representation,
examine pertinent documents, and submit issues and comments in writing.



10.4 Final Decision: The decision on review shall normally be made within sixty (60) days.
If an extension of time is required for a hearing or other special circumstances, the claimant
shall be notified and the time limit shall be one hundred twenty (120) days. The decision shall be
in writing and shall state the reasons and the relevant Plan provisions. All decisions on review
shall be final and bind all parties concerned.



10.5 Attorney’s Fees and Expenses: In the event a Participant’s claim for benefits under
this Plan is denied and the Participant successfully appeals the denial of such claim under the
foregoing procedures, the Corporation or the Company shall pay or reimburse the legal fees and
expenses directly incurred by the Participant in connection with his appeal subject to a maximum
payment or reimbursement of one-third of the balance of the Participant’s Accounts. Any such legal
fees and expenses shall be paid to, or on behalf of, the Participant no later than thirty (30) days
following the Participant’s written request for the payment of such legal fees and expenses,
provided the Participant supplies the Administrator with evidence of the fees and expenses incurred
by the Participant that the Administrator, in its sole discretion, determines is sufficient.



10.6 Interest on Delayed Payments: Further, in the event a Participant’s claim for benefits
under this Plan is denied and the Participant successfully appeals the denial of such claim under
the foregoing procedures, the Corporation or the Company shall pay to the Participant interest on
the portion of the Participant’s benefits that were not otherwise paid when due because of the
initial denial of the claim. For purposes of the preceding sentence, interest shall accrue at an
annual rate equal to the prime rate as quoted in the Wall Street Journal as of the date the
benefits would otherwise have been paid if the claim had not initially been denied, plus five
percent (5%), and shall be adjusted as necessary to reflect any partial payment or payments of the
amounts owed to the Participant.


 


 









 





11. MISCELLANEOUS




11.1 Non-Alienation of Benefits: No amount payable under the Plan shall be
subject to assignment, transfer, sale, pledge, encumbrance, alienation or charge by a
Participant or the Beneficiary of a Participant except as may be required by law.



11.2 Limitation of Rights: Neither the establishment of this Plan, nor any modification
thereof, nor the creation of an Account, nor the payment of any benefits shall be construed as
giving:




(a) any Participant, Beneficiary, or any other person whomsoever, any legal or
equitable right against the Company or the Corporation unless such right shall be
specifically provided for in the Plan or conferred by affirmative action of the
Administrator in accordance with the terms and provisions of the Plan; or




(b) any Participant, or other person whomsoever, the right to be retained in the
service of the Company or the Corporation, and all Participants and other employees shall
remain subject to termination to the same extent as if the Plan had never been adopted.



11.3 Participant’s Rights Unsecured: The right of any Participant or Beneficiary to receive
payment under the provisions of the Plan shall be as an unsecured claim against the Company, as the
case may be, and no provisions contained in the Plan shall be construed to give any Participant or
Beneficiary at any time a security interest in the Participant’s Accounts or any asset of the
Company or the Corporation. The liabilities of the Company or the Corporation to any Participant
or Beneficiary pursuant to the Plan shall be those of a debtor pursuant to such contractual
obligations as are created by the Plan. Accounts, if any, which may be set aside by the Company or
the Corporation for accounting purposes shall not in any way be held in trust for, or be subject to
the claims of, a Participant or Beneficiary.



11.4 Incapacity: In the event that the Administrator shall find that a Participant or other
person entitled to benefits hereunder is unable to care for his or her affairs because of illness
or accident, the Administrator may direct that any benefit payment due him or her, unless claim
shall have been made therefor by a duly appointed legal representative, be paid to the
Participant’s spouse, child, parent or other blood relative, or to a person with whom he or she
resides, and any such payment so made shall be a complete discharge of the liabilities of the
Corporation, any employing Company and the Plan therefor.



11.5 Withholding: There shall be deducted from all payments under this Plan the amount of
any taxes required to be withheld by any Federal, state or local government. The Participants and
their Beneficiaries, distributees, and personal representatives will bear any and all Federal,
foreign, state, local or other income or other taxes imposed on amounts paid under this Plan.



11.6 Severability: Should any provision of the Plan or any regulations adopted thereunder
be deemed or held to be unlawful or invalid for any reason, such fact shall not adversely affect
the other provisions or regulations unless such invalidity shall render impossible or impractical
the functioning of the Plan and, in such case, the appropriate parties shall adopt a new provision
or regulation to take the place of the one held illegal or invalid.



11.7 Controlling Law: The Plan shall be governed by the laws of the Commonwealth of
Pennsylvania except to the extent preempted by ERISA and any other law of the United States.


 


 









 




SIGNATURE




IN WITNESS WHEREOF, the
Retirement Committee of the Company has executed this Plan on the _____ day
of July, 2010.




	 	 	 	 	 

	 
	 	 	 	 
	 

Eileen Beck

	 	 

Thomas Mangas
	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

William Rodruan

	 	 

Jeffrey Nickel