Exhibit 10.2





Exhibit 10.2




	 	 	 
	

	 	ARMSTRONG WORLD INDUSTRIES, INC.

2500 COLUMBIA AVE., P.O. BOX 3001

LANCASTER, PA 17604


717.397.0611          www.armstrong.com






April 5, 2010




Subject: 2010 Long-Term Incentive Equity Grants



Dear
 _____:



This letter is to inform you that Armstrong’s Management Development and Compensation
Committee granted you the following long-term incentive equity grant effective April 1, 2010:




XXXX Stock Options

XXXX Performance Restricted Shares



This award provides meaningful incentive to strive for the aspirational targets which have
been established and recognizes the importance of your impact toward achieving the company’s
performance. The award is 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 $XXXX, the New York Stock Exchange closing price of AWI stock on April 1, 2010. You
may pay the option exercise in cash or by delivering shares of AWI stock you have owned for
at least six months.



The options are non-qualified and have a ten-year term starting April 1, 2010. They will
vest and become exercisable in three installments at one, two and three years as follows:
XXXX shares on April 1, 2011; XXXX shares on April 1, 2012; and XXXX shares on April 1, 2013.



Performance Restricted Shares



The Committee has established the following performance schedule that allows participants to
earn up to 105% of the performance restricted shares if the company achieves 100% of the 2010
corporate operating income goal.



	 	 	 	 	 
	 	 	% of	 
	% of Operating	 	Performance	 
	Income Target	 	Restricted	 
	Achieved	 	Shares Earned	 
	less than 69%
	 	 	0	%
	69%
	 	 	40	%
	73%
	 	 	47	%
	76%
	 	 	54	%
	79%
	 	 	62	%
	83%
	 	 	69	%
	86%
	 	 	76	%
	90%
	 	 	83	%
	93%
	 	 	90	%
	98%
	 	 	100	%
	100%
	 	 	105	%













 


 









 







The performance restricted shares have a 1-year performance period followed by a 2-year
service vesting period for a total 3-year restriction period. Restrictions will lapse
December 31, 2012. 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.



Each Performance Restricted Share granted is credited to an account maintained for you.
During the 3-year restriction period you have no ownership or voting rights relative to these
shares. 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.



	 	 	 	 	 
	 	 	 	 	Performance Restricted Share
	Event	 	Stock Option Provisions	 	Provisions
	Voluntary resignation

	 	•    Forfeit vested and unvested options

	 	•    Forfeit unvested shares and accrued dividends

	 
	 	 	 	 
	Retirement

	 	•    Forfeit unvested options

	 	•    Forfeit unvested shares and accrued dividends

	 

	 	•    5 years or expiration to exercise vested
options
	 	 
	 
	 	 	 	 
	Involuntary termination

	 	•    Forfeit unvested options

	 	•    Forfeit unvested shares and accrued dividends

	 

	 	•    3 months or expiration to exercise
vested options
	 	 
	 
	 	 	 	 
	Willful, deliberate or 

gross misconduct

	 	•    Forfeit vested and unvested options

	 	•    Forfeit shares and accrued dividends

	 
	 	 	 	 
	Death

	 	•    Accelerated vesting if death occurs

after 12/31/10, otherwise forfeit

	 	•    Accelerated vesting if death

occurs after 12/31/10, otherwise forfeit

	 

	 	•    3 years or expiration (minimum 1 year
from death) to exercise options
	 	 
	 
	 	 	 	 
	Long-Term disability

	 	•    Accelerated vesting if disability occurs
after 12/31/10, otherwise forfeit

	 	•    Accelerated vesting if disability

occurs after 12/31/10, otherwise forfeit

	 
	 

	 	•    3 years or expiration to exercise options
	 	 






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



	 	 	 	 	 
	 

	 	Sincerely,	 	 
	 
	 	 	 	 
	 

	 	/s/ Jeffrey D. Nickel
 

Jeffrey D. Nickel
	 	 
	 

	 	Senior Vice President, General Counsel & Secretary	 	 
	 

	 	or	 	 
	 

	 	/s/ Thomas B. Mangas
 

Thomas B. Mangas, Senior Vice President
	 	 
	 

	 	  & Chief Financial Officer	 	 






Enclosure

2006 Long-Term Incentive Plan





 


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