Filed by Bowne Pure Compliance





Exhibit No. 10.1




MANAGEMENT ACHIEVEMENT PLAN




PLAN TEXT AND ADMINISTRATIVE GUIDELINES




ADOPTED BY BOARD OF DIRECTORS




NOVEMBER 28, 1983




AS AMENDED DECEMBER 8, 2008



 


 









 





ARMSTRONG WORLD INDUSTRIES, INC.




MANAGEMENT ACHIEVEMENT PLAN FOR KEY EXECUTIVES




AMENDED DECEMBER 8, 2008




(PLAN TEXT)





	1.	 	Purpose






The Armstrong World Industries, Inc. (the “Company”) Management Achievement Plan (the “Plan”)
is designed to promote the financial success of the Company by recognizing the significant
contributions key employees can make to the achievement of Company goals. The Plan’s
objectives are to motivate key Company and subsidiary employees to produce outstanding results
by providing the opportunity to earn financial rewards in relation to the attainment of
corporate, business unit and individual goals.




The Plan is based on the concept that the Company establishes for each participant at the
beginning of the year a target incentive award based on the achievement of specific corporate,
business unit and individual goals. When the year is over, the results actually achieved will
be evaluated against these goals to determine the amount, if any, of compensation that may be
paid to individuals participating in the Plan.




	2.	 	Administration






The Plan shall be administered by the Management Development and Compensation Committee (the
“Committee”) of the Board of Directors of the Company with the advice and counsel of its Chief
Executive Officer. Designated subsidiary companies may adopt this Plan. Subject to
compliance with the requirements of Section 162(m) of the Internal Revenue Code for
deductibility of awards, the Board may amend or terminate the Plan from time to time so long
as the amendment or termination does not adversely affect any rights or obligations with
respect to awards for the then-current year or any prior year which has not yet been paid.


 


 









 






	3.	 	Eligibility






The intent of the Plan is to extend participation only to those key employees whose duties and
responsibilities give them the opportunity to make a continuing material and substantial
impact on the achievement of organization goals. The Chief Executive Officer of the Company
may annually determine the non-executive officer participants and recommend executive officer
participants to the Committee.




	4.	 	Incentive Awards






	 	A)	 	At the beginning of each year, the Chief Executive Officer shall present to the
Committee criteria for evaluating performance against corporate and business unit goals for
the purposes of determining the level of incentive awards which may be paid for the year
based upon actual results for the year.






	 	B)	 	At the same time, the Chief Executive Officer shall recommend a target award expressed
as a percentage of salary for each participant which shall be subject to approval by the
Committee.






	 	C)	 	As soon as practical following the close of each year, the Chief Executive Officer
shall evaluate the levels of corporate and business unit achievement and individual
performance. Based on these factors, the Chief Executive Officer shall recommend to the
Committee the percentage of the target award to be paid to each participant based on
corporate and business unit results. Following the receipt of the recommendations from
the Chief Executive Officer, the Committee shall determine the amount to be paid to
participants based on corporate and business unit results. The maximum bonus achievement
percentage for corporate and business unit performance shall be 200% of the target award.
Within parameters established by the Committee, the Chief Executive Officer may increase or
decrease the award payments for non-executive officer participants based on the Company’s
evaluation of their individual performance. The award payments for executive officer
participants shall be approved by the Committee. All award payments authorized by the
Committee will be final.






	 	D)	 	The performance measures approved by the shareholders for determining awards under the
Plan are: cash flow, earnings, operating income and sales. The Committee has established $3 million as the maximum amount that may be paid to any participant in any one year under
the Plan.




 


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	 	E)	 	The incentive award determined in accordance with the provisions of Paragraphs A
through D of this Section 4 shall be reduced for such year as follows for Plan participants
who are eligible to participate in the Bonus Replacement Retirement Plan of Armstrong World
Industries, Inc.:






	 	(1)	 	If a Plan participant’s grade level is 18 or 19 as of January 1 of the
calendar year for which the incentive award is determined, the incentive award
otherwise payable shall be reduced by the lesser of (i) 50% of the amount
determined under Paragraphs A through D, (ii) $7,500 or (iii) the authorized
contribution to the Bonus Replacement Retirement Plan.
	 
	 	(2)	 	If a Plan participant’s grade level is 20 or 21 as of January 1 of the
calendar year for which the incentive award is determined, the incentive award
otherwise payable shall be reduced by the lesser of (i) 50% of the amount
determined under Paragraphs A through D, (ii) $15,000 or (iii) the authorized
contribution to the Bonus Replacement Retirement Plan.
	 
	 	(3)	 	If a Plan participant’s grade level is 22 or higher as of January 1 of
the calendar year for which the incentive award is determined, the incentive award
otherwise payable shall be reduced by the lesser of (i) 50% of the amount
determined under Paragraphs A through D, (ii) $20,000 or (iii) the authorized
contribution to the Bonus Replacement Retirement Plan.




 


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	5.	 	Time of Payment






Awards under this Plan shall be paid as soon as practicable after the yearly financial results
have been determined.




	6.	 	Miscellaneous Provisions






	 	A)	 	Condition of Award — Plan participants who retire, become disabled, die or are
involuntarily terminated for reasons other than cause on or after the last workday of March
may be eligible for a prorated award based on the Company’s evaluation of their individual
performance. Employees who voluntarily terminate employment at any time from the beginning
of the year until the award for that year is paid are not eligible for an award. The
Committee, in its absolute discretion, may determine to direct payment of all or any
portion of an award to an individual notwithstanding the preceding two sentences.
	 
	 	B)	 	No Assignment or Transfer — Awards are payable only to the participant, except
in the case of death or legal incapacity at the time of payment, the award may be paid to
his heirs, estate or legal guardian. No awards under the Plan or any rights or interests
therein shall be assignable or transferable by a participant.
	 
	 	C)	 	No Rights to Awards — No employee or other person shall have any claim or right
to be granted an award under the Plan. Neither the Plan nor any action taken hereunder
shall be construed as giving any employee any right to be retained in the employ of the
Company or any of its subsidiaries.
	 
	 	D)	 	Withholding Taxes — The Company shall have the right to deduct from all awards
hereunder paid all taxes required by law to be withheld with respect to such awards.




 


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	 	E)	 	Funding of Plan — The Company shall not be required to establish any special or
separate fund or to make any other segregation of assets to assure the payment of any award
under the Plan.
	 
	 	F)	 	Change in Control Payment Provisions — In the event of a sale, merger or
consolidation of the Company which occurs prior to December 31 of any Plan year and results in a
change in control of the Company (as defined in the Company’s 2006 Long-Term Incentive Plan and
any successor plan), Plan participants shall be paid a lump sum payment equal to each
participant’s pro-rated target award. The payment amount will be the participant’s eligible
base salary earnings for the time worked from the start of the performance period to the date of
the change in control multiplied by the target bonus award percentage. Cash payments will be
made as soon as practical following the date of the change in control. Payments made under this
Paragraph F shall cause the Plan performance to be completed as of the date of the change in
control which triggered the payment.






	7.	 	Effective Date of the Plan






The effective date of the Plan shall be November 28, 1983.




 


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