EX-10.6



 Exhibit 10.6 

ARMSTRONG WORLD INDUSTRIES, INC. 

2011 LONG-TERM INCENTIVE PLAN 

PERFORMANCE RESTRICTED STOCK UNIT GRANT 

TERMS AND CONDITIONS 

1. Grant.
 (a) Subject to the
terms set forth below, Armstrong World Industries, Inc. (the “Company”) has granted to the designated employee (the “Grantee”) a target award (the “Target Award”) of performance-based restricted
stock units (the “Performance Units”) as specified in the 2014 Long-Term Performance Restricted Stock Unit Grant letter to which these Grant Conditions relate (the “Grant Letter”). The “Date of
Grant” is February 25, 2014. The Performance Units are Stock Units with respect to common stock of the Company (“Company Stock”).

(b) The Performance Units shall be earned, vested and payable if and to the extent that the Return on Invested Capital performance goals
set forth in the Grant Letter (the “Performance Goals”), employment conditions and other terms of these Grant Conditions are met. The “Performance Period” for which the attainment of the Performance Goals will
be measured is the period beginning January 1, 2014 and ending December 31, 2016. 
 (c) These Terms and Conditions (the
“Grant Conditions”) are part of the Grant Letter. This grant is made under the Armstrong World Industries, Inc. 2011 Long-Term Incentive Plan (the “Plan”). Any terms not defined herein shall have the
meanings set forth in the Plan.
 2. Vesting. 

(a) The Grantee shall earn and vest in a number of Performance Units based on the attainment of the Performance Goals as of the end of the
Performance Period, provided that the Grantee continues to be employed by the Company or its subsidiaries or affiliates (collectively the “Employer”) through December 31, 2016 (the “Vesting Date”).

(b) At the end of the Performance Period, the Management Development and Compensation Committee (the “Committee”) will
determine whether and to what extent the Performance Goals have been met and the amount earned with respect to the Performance Units. The Grantee can earn up to 175% of the Target Award based on attainment of the Performance Goals, as set forth
in the Grant Letter. 
 (c) Except as described below, no Performance Units shall vest prior to the Vesting Date, and if the Performance
Goals are not attained at the end of the Performance Period, the Performance Units shall be immediately forfeited and shall cease to be outstanding. 







 3. Termination of Employment.  

(a) Except as described below, if the Grantee ceases to be employed by the Employer prior to the Vesting Date, the Performance Units shall
be forfeited as of the termination date and shall cease to be outstanding. 
 (b) If, after ten months following the Date of Grant but
prior to the Vesting Date, the Grantee ceases to be employed by the Employer on account of: (i) “55 / 5” Rule Termination (as defined below) or (ii) Involuntary Termination (as defined below), the Grantee shall earn a pro-rated
portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved, as determined following the end of the Performance Period. The pro-rated portion shall be determined by multiplying the number of
Performance Units earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2014 through the Grantee’s termination date, and the
denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation. The pro-rated earned Performance Units shall be paid as described in Section 6. 

(c) If the Grantee ceases to be employed by the Employer prior to the Vesting Date on account of death or Long-Term Disability (as defined
below), the Grantee shall earn a pro-rated portion of the outstanding Performance Units based on the extent to which the Performance Goals are achieved, as determined following the end of the Performance Period. The pro-rated portion shall be
determined by multiplying the number of Performance Units earned based on attainment of the Performance Goals by a fraction, the numerator of which is the number of months that elapsed during the period beginning on January 1, 2014 through the
Grantee’s termination date and the denominator of which is 36. A partial month after the month of grant shall count as a full month for purposes of this calculation. The pro-rated earned Performance Units shall be paid as described in
Section 6. 
 4. Change in Control Involuntary Termination. Subject to Section 14 of the Plan, if the Grantee has an Involuntary
Termination upon or within two years after a Change in Control and prior to the Vesting Date, the Grantee’s outstanding Performance Units shall vest at their Target Award value and shall be paid within 60 days after such Involuntary
Termination, notwithstanding Sections 3 and 6 herein. The Company shall issue shares of Company Stock equal to the vested Performance Units, subject to applicable tax withholding. Notwithstanding the foregoing provisions of this Section 4,
if the Grantee has a change in control agreement in effect with the Company, the terms of the change in control agreement and not the foregoing sentences shall govern the vesting and payment of the Performance Units in the event of termination of
employment upon, after or in connection with a Change in Control, to the extent that such change in control agreement conflicts with the terms of these Grant Conditions. 

5. Definitions. For purposes of these Grant Conditions and the Grant Letter: 

(a) “Cause” shall mean any of the following, as determined in the sole discretion of the Employer: (1) commission of
a felony or a crime involving moral turpitude; (2) fraud, dishonesty, misrepresentation, theft or misappropriation of funds with respect to the Employer; (3) violation of the Employer’s Code of Conduct or employment policies, as in
effect from time to time; (4) breach of any written noncompetition, confidentiality or nonsolicitation covenant of the Grantee with respect to the Employer; or (5) gross negligence or misconduct in the performance of the
Grantee’s duties with the Employer. 







 (b) “Involuntary Termination” shall mean the Employer’s termination of
the Grantee’s employment other than for Cause.
 (c) “Long-Term Disability” shall mean the Grantee is receiving
long-term disability benefits under the Employer’s long-term disability plan. 
 (d) “55 / 5” Rule
Termination” shall mean the Grantee’s termination of employment other than for Cause after the Grantee has attained age 55 and has completed five years of service with the Employer. 

6. Payment. Except to the extent otherwise provided in Section 4 above, at the end of the Performance Period, if the Committee certifies
that the Performance Goals and other conditions to payment of the Performance Units have been met, the Company shall issue shares of Company Stock to the Grantee equal to the number of the vested earned Performance Units, subject to applicable tax
withholding. Payment shall be made between January 1, 2017 and March 15, 2017. Any fractional shares will be rounded up to the nearest whole share. 

7. Dividend Equivalents. Dividend Equivalents shall accrue with respect to Performance Units and shall be payable subject to the same vesting
terms and other conditions as the Performance Units to which they relate. Dividend Equivalents shall be credited on the Performance Units when dividends are declared on shares of Company Stock from the Date of Grant until the payment date for
the vested Performance Units. The Company will keep records of Dividend Equivalents in a non-interest bearing cash account for the Grantee. No interest will be credited to any such account. Vested Dividend Equivalents shall be paid in
cash at the same time and subject to the same terms as the underlying vested Performance Units. If and to the extent that the underlying Performance Units are forfeited, all related Dividend Equivalents shall also be forfeited.

8. Delivery of Shares. The Company’s obligation to deliver shares upon the vesting of the Performance Units shall be subject to applicable
laws, rules and regulations and also to such approvals by governmental agencies as may be deemed appropriate to comply with relevant securities laws and regulations.

9. No Shareholder Rights. No shares of Company Stock shall be issued to the Grantee on the Date of Grant, and the Grantee shall not be, nor have
any of the rights or privileges of, a shareholder of the Company with respect to any Performance Units. 
 10. No Right to Continued
Employment. The grant of Performance Units shall not confer upon the Grantee any right to continued employment with the Employer or interfere with the right of the Employer to terminate the Grantee’s employment at any time. 







 11. Incorporation of Plan by Reference. The Grant Letter and these Grant Conditions are made pursuant
to the terms of the Plan, the terms of which are incorporated herein by reference, and shall in all respects be interpreted in accordance therewith. The decisions of the Committee shall be conclusive upon any question arising hereunder. The
Grantee’s receipt of the Performance Units constitutes the Grantee’s acknowledgment that all decisions and determinations of the Committee with respect to the Plan, the Grant Letter, these Grant Conditions, and the Performance Units shall
be final and binding on the Grantee and any other person claiming an interest in the Performance Units.  
 12. Withholding Taxes. The
Employer shall have the right to deduct from all payments made hereunder and from other compensation an amount equal to the federal (including FICA), state, local and foreign taxes required by law to be withheld with respect to the Performance
Units. The Employer will withhold shares of Company Stock payable hereunder to satisfy the tax withholding obligation on amounts payable in shares, unless the Grantee provides a payment to the Employer to cover such taxes, in accordance with
procedures established by the Committee. The share withholding amount shall not exceed the Grantee’s minimum applicable withholding tax amount. 

13. Company Policies. All amounts payable under the Grant Letter and these Grant Conditions shall be subject to any applicable clawback or
recoupment policies, share trading policies and other policies that may be implemented by the Company’s Board of Directors from time to time.

14. Assignment. The Grant Letter and these Grant Conditions shall bind and inure to the benefit of the successors and assignees of the
Company. The Grantee may not sell, assign, transfer, pledge or otherwise dispose of the Performance Units, except to a successor grantee in the event of the Grantee’s death. 

15. Section 409A. The Grant Letter and these Grant Conditions are intended to comply with section 409A of the Internal Revenue Code or
an exemption, consistent with Section 20(h) of the Plan. In furtherance of the foregoing, if the Grantee is subject to a change in control agreement between the Grantee and the Company, then to the extent that the Performance Units or
related Dividend Equivalents constitute “nonqualified deferred compensation” within the meaning of section 409A of the Code, vested Performance Units and related Dividend Equivalents shall be settled on the earliest date that would be
permitted under section 409A without incurring penalty or accelerated taxes thereunder. 
 16. Governing Law. The validity, construction,
interpretation and effect of the Grant Letter and these Grant Conditions shall be governed by, and determined in accordance with, the applicable laws of the Commonwealth of Pennsylvania, excluding any conflicts or choice of law rule or
principle.
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