EX-10.27



 Exhibit No. 10.27 

 

			
	2011 Long-Term Stock Option Grant	 	ARMSTRONG WORLD INDUSTRIES

 2500 Columbia Ave., P.O. Box 3001 
 Lancaster, PA 17604 
 717.397.0611 

[NAME] 
 [TITLE] 

I am pleased to inform you that Armstrong’s Management Development and Compensation Committee granted you options to purchase Common Stock of AWI as
follows: 
  

			
		
	 Date of Grant:
	  	
		
	 Exercise Price per Share:
	  	
		
	 Total Number of Shares Granted:
	  	
		
	 Type of Option:
	  	Non-qualified
		
	 Expiration Date of Option:
	  	[TEN YEAR ANNIVERSARY OF GRANT]

 Vesting Schedule: This award may be exercised in whole or in part, in accordance with the following: 

 

			
	 Shares
	  	 Vest Date

		
	–––	  	[ONE YEAR ANNIVERSARY OF GRANT]
		
	 –––
	  	[TWO YEAR ANNIVERSARY OF GRANT]
		
	 –––
	  	[THREE YEAR ANNIVERSARY OF GRANT]

 Employment Events 
 The following chart outlines the provisions which apply to the grant for various employment events. The provision for retirement has been improved from prior year and is highlighted below. 

 

			
	 Event
	  	 Stock Option Provisions

		
	 Voluntary resignation
	  	 •    Forfeit vested and unvested options

		
	 Retirement (age 55 or older with 5 years of service)
	  	 •    Normal vesting post-retirement (1)

•    5 years or expiration to exercise vested options

		
	 Involuntary termination
	  	 •    Forfeit unvested options

•    3 months or expiration to exercise vested options

		
	 Willful, deliberate, or gross misconduct
	  	 •    Forfeit vested and unvested options

		
	 Death
	  	 •    Accelerated vesting if death occurs after 12/31/11, otherwise
forfeit
 •    1 year or expiration to exercise options

		
	 Long-term disability
	  	 •    Accelerated vesting if death occurs after 12/31/11, otherwise
forfeit
 •    1 year or expiration to exercise options


  

	(1) 	 Provision improved from prior year 


 Please contact Eileen Beck (717-396-4050) if you have questions. 
  

	
	Sincerely,
	
	Matthew J. Espe
	Chief Executive Officer









  

			
	2011 Long-Term Performance Restricted Stock Grant	 	ARMSTRONG WORLD INDUSTRIES

 2500 Columbia Ave., P.O. Box 3001 
 Lancaster, PA 17604 
 717.397.0611 

Company Confidential 
 Name 

Title 
 I am pleased to inform you that
Armstrong’s Management Development and Compensation Committee granted you the following: 
 Date of Grant: 

Performance Restricted Shares: 

This award recognizes the importance of your role in achieving the company’s three-year strategy and is subject to the terms of the 2006 Long-Term
Incentive Plan and this grant agreement. 
 The Performance Restricted Shares will be earned by achieving the three-year cumulative
Return on Invested Capital (ROIC) target contained in our strategic plan. The Committee has established the following performance schedule that allows participants to earn up to 150% of the award. 

 

					
	 ROIC Performance
Scale

	 	  	Performance to Target	 	Payout
	 Threshold
	  	61%	 	50%
	 Target
	  	100%	 	100%
	 Maximum
	  	117%	 	150%

 Restrictions on the Performance Restricted Shares will lapse December 31, 2013. If earned, AWI common stock will be
distributed to you following the conclusion of the restriction period. The company will use share tax withholding to satisfy your tax obligations unless you provide a payment to cover the taxes. 

As an example, assume an employee is granted 500 Performance Restricted Shares and the company achieves 61% of the ROIC target at the end of 2013. The
employee would earn 50% of their award or 250 Performance Restricted Stock Shares. Despite no upside beyond 117% of the ROIC target, participants may gain additional value from stock price appreciation. 

If Armstrong makes cash dividend payments during the restriction period, the value of the dividends will accrue in a non-interest bearing account. You
will receive a cash payment for the accrued dividends at the end of the restriction period. The payment would be adjusted proportionate to the earned shares. 







 Employment Events 
 The following chart outlines the provisions which apply to the grant for various employment events. The provisions for retirement and involuntary termination have been improved from prior year and are
highlighted below. 
  

			
	 Event
	  	 Performance Restricted Share
Provisions

		
	 Voluntary resignation
	  	 •   Forfeit all shares and accrued dividends

		
	 Retirement (age 55 or older with 5 years of service)
	  	 •   Shares and accrued dividends earned pro-rata if retirement occurs after 12/31/11(1)

		
	 Involuntary termination
	  	 •   Shares and accrued dividends earned pro-rata if termination occurs after 12/31/11(1)

		
	 Death
	  	 •   Shares and accrued dividends earned pro-rata if death occurs after 12/31/11

		
	 Long-term disability
	  	 •   Shares and accrued dividends earned pro-rata if disability occurs after 12/31/11


  

	(1) 	 Provision improved from prior year 


 Please contact Eileen Beck (717-396-4050) if you have questions. 
  

	
	Sincerely,
	
	Matthew J. Espe
	Chief Executive Officer


 The information contained in this letter is confidential and any discussion, distribution, or use of this
information is prohibited.