Exhibit 10.1





Exhibit 10.1




	 	 	 
	

	 	ARMSTRONG WORLD INDUSTRIES, INC.

2500 COLUMBIA AVE., P.O. BOX 3001

 LANCASTER, PA 17604


717.397.0611 www.armstrong.com






March 3, 2010




PERSONAL & CONFIDENTIAL




Thomas B. Mangas

Senior Vice President & CFO




Subject:
New Employment Long-Term Incentive Equity Grants



Dear Tom:



This letter is to inform you that Armstrong’s Management Development and Compensation
Committee (the Committee) granted you the following Long-Term Incentive Equity Grants
effective March 2, 2010.



	 	 	 
	50,000

	 	Stock Options
	20,000

	 	Time-Based Restricted Stock






The awards recognize the importance of your impact on Armstrong’s long-term success. They
are subject to the terms of the 2006 Long-Term Incentive Plan and this grant letter.



Stock
Options


Each Stock Option entitles you to purchase one share of AWI common stock at an exercise price
equal to $34.13, the New York Stock Exchange closing price of AWI stock on March 2, 2010.



The
options are non-statutory and have a ten-year term starting March 2, 2010. They will
vest and become exercisable in three installments at two, three and four years as
follows:16,666 shares on March 2, 2012; 16,667 shares on March 2, 2013; and 16,667 shares on
March 2, 2014.



Time-Based
Restricted Stock


Restrictions will lapse in three equal installments in two, three, and four years as follows:
6,666 shares on March 1, 2012; 6,667 shares on March 1, 2013; 6,667 shares on March 1, 2014.
If AWI makes cash dividend payments during the restriction period, you will accrue an amount
equal to the dividend payment in a non-interest bearing account. You will receive a cash
payment for the accrued dividends when the restrictions lapse on the underlying Restricted
Stock Award.



Shares of AWI stock will be distributed to you once the restriction period expires. The
Company will use share tax withholding to satisfy your tax obligations unless you provide a
payment to cover the taxes.



The Internal Revenue Code (Section 83(b)) provides the option to pay the federal income tax
now rather than when the restrictions lapse. You should consult with your personal tax
advisor on the merits and risks of making an 83(b) election.



 


 









 





Employment
Events


The following chart outlines the provisions which apply to the grant for various employment
events.




	 	 	 	 	 
	 	 	Stock Options	 	Time-Based Restricted Stock
	Voluntary resignation

	 	Forfeit vested and unvested options
	 	Forfeit unvested shares and accrued dividends
	 
	 	 	 	 
	Retirement

	 	Forfeit unvested options
5 years or expiration to exercise vested options
	 	Forfeit unvested shares and accrued dividends
	 
	 	 	 	 
	Involuntary termination

	 	Forfeit unvested options
3 months or expiration to exercise vested options
	 	Forfeit unvested shares and accrued dividends
	 
	 	 	 	 
	Willful, deliberate or gross misconduct

	 	Forfeit unvested and vested options
	 	Forfeit shares and accrued dividends
	 
	 	 	 	 
	Death

	 	Accelerated vesting as long as death occurs after
12/31/10, otherwise forfeit
3 years or expiration (minimum 1 year from death) to
exercise options
	 	Accelerated vesting
	 
	 	 	 	 
	Long-Term Disability

	 	Accelerated vesting as long as disability occurs after
12/31/10, otherwise forfeit
3 years or expiration to exercise options
	 	 Accelerated vesting






Please
contact Eileen Beck (ext. 4050) if you have questions.



	 	 	 	 	 
	 	Sincerely,

 	 
	 	/s/ Jeffrey D. Nickel
 	 
	 	Jeffrey D. Nickel 	 
	 	Senior Vice President, General Counsel & Secretary 	 



Enclosure:

2006 Long-Term Incentive Plan





 


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