EX-10.2



 Exhibit 10.2 

ARMSTRONG WORLD INDUSTRIES, INC. 

2011 LONG-TERM INCENTIVE PLAN 

NONQUALIFIED STOCK OPTION 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 nonqualified stock option (the “Option”) to purchase shares of common
stock of the Company (the “Company Stock”) as specified in the 2014 Long-Term Stock Option Grant letter to which these Grant Conditions relate (the “Grant Letter”) at the exercise price specified in the Grant
Letter. The “Date of Grant” is February 25, 2014.
 (b) 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. Exercisability of Option. 

(a) The Option shall become exercisable on the following dates, if the Grantee continues to be employed by the Company or its subsidiaries
or affiliates (collectively the “Employer”) on the applicable dates listed below (each individually, a “Vesting Date”): 
  

					
	 Vesting Date
	  	Shares for Which the
Option is Exercisable	 
	 February 25, 2015
	  	 	33.33	% 
	 February 25, 2016
	  	 	33.33	% 
	 February 25, 2017
	  	 	33.33	% 

 (b) The exercisability of the Option is cumulative, but shall not exceed 100% of the shares subject to
the Option. If the foregoing schedule would produce fractional shares, the number of shares for which the Option becomes exercisable shall be rounded to the nearest whole share.

3. Term of Option; Termination of Employment.  

(a) Term. The Option shall have a term of ten years from the Date of Grant and shall terminate at the expiration of that period
(5:00 p.m. EST on the day prior to February 25, 2024) (the “Expiration Date”), unless it is terminated at an earlier date pursuant to the provisions of the Grant Letter, the Grant Conditions or the Plan.







 (b) Termination of Employment. Except as described below, if the Grantee
ceases to be employed by the Employer, the Option (including any vested and unvested portions) shall be forfeited as of the termination date and shall cease to be outstanding.  

(c) “55 / 5” Rule Termination. If, after ten months following the Date of Grant, the Grantee ceases to be employed
by the Employer on account of “55 / 5” Rule Termination (as defined below), the Option will thereafter become exercisable as if the Grantee had continued to be employed by the Employer after the date of such termination, provided such
exercisability does not result in a violation of any age discrimination or other applicable law. In the event of any “55 / 5” Rule Termination, the Option will terminate upon the earlier of the Expiration Date or the end of the five
year period following the Grantee’s “55 / 5” Rule Termination date.  
 (d) Involuntary
Termination. If the Grantee ceases to be employed by the Employer on account of an Involuntary Termination (as defined below), the Option shall be exercisable only with respect to that number of shares for which the Option is exercisable on the
Grantee’s termination date. The exercisable portion of the Option shall terminate upon the earlier of the Expiration Date or the end of the three month period following the Grantee’s termination date. Any unexercisable portion of
the Option will be forfeited as of the termination date.  
 (e) Voluntary Termination. If the Grantee
ceases to be employed by the Employer on account of a voluntary termination other than for Cause, the Option shall be exercisable only with respect to that number of shares for which the Option is exercisable on the Grantee’s termination
date. The exercisable portion of the Option shall terminate upon the earlier of the Expiration Date or the end of the one month period following the Grantee’s termination date. Any unexercisable portion of the Option will be forfeited
as of the termination date.  
 (f) Death or Long-Term Disability. If the Grantee ceases to be employed
by the Employer on account of death or the Grantee incurs a Long-Term Disability (as defined below), the Option shall become fully and immediately exercisable. The Option may be exercised at any time prior to the earlier of the Expiration Date
or the end of the 12 month period following the date of the Grantee’s death or Long-Term Disability.  

(g) Restricted Period. If, pursuant to the foregoing provisions, the vested Option would terminate (other than upon
termination of employment for Cause) at a time when trading in Company Stock is prohibited by law or by the Company’s insider trading policy, the vested Option may be exercised until the earlier of the Expiration Date or the 30th day after
expiration of such prohibition.  
 4. Change in Control Involuntary Termination. Subject to Section 14 of the Plan, and
notwithstanding Section 3 above, if the Grantee has an Involuntary Termination upon or within two years after a Change in Control, the Option shall become fully and immediately exercisable and may be exercised at any time prior to the earlier
of the Expiration Date or the end of the three month period following the Grantee’s termination date (or, if applicable, as set forth in Section 4(c) above). Notwithstanding the foregoing, 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 sentence shall govern exercisability of the Option 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. Exercise Procedures. Subject to Sections 2, 3 and 4 above, the Grantee may exercise the portion of the Option that has become exercisable,
in whole or in part, by delivering a notice of exercise to the Company in the manner prescribed by the Management Development and Compensation Committee (the “Committee”). The Grantee shall pay the exercise price (i) in
cash, (ii) if permitted by the Committee, by withholding shares of Company Stock subject to the exercisable Option, which have a Fair Market Value on the date of exercise equal to the exercise price, (iii) by delivering shares of Company
Stock (or by attestation to ownership of shares), which shall be valued at their Fair Market Value on the date of exercise, and which shall have a Fair Market Value on the date of exercise equal to the exercise price, (iv) by payment through a
broker in accordance with procedures acceptable to the Committee and permitted by Regulation T of the Federal Reserve Board, or (v) by such other method as the Committee may approve. The Committee may impose such limitation as it deems
appropriate on the use of shares to exercise the Option.
 7. Restrictions on Exercise. Except as the Committee may otherwise permit
pursuant to the Plan, only the Grantee may exercise the Option during the Grantee’s lifetime and, after the Grantee’s death, the Option shall be exercisable as described in Section 14 below to the extent that the Option is exercisable
pursuant to the Grant Letter and these Grant Conditions.
 8. Delivery of Shares. The Company’s obligation to deliver shares upon
exercise of the Option 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. Neither the Grantee, nor any person entitled to exercise the
Grantee’s rights in the event of the Grantee’s death, shall have any of the rights and privileges of a shareholder with respect to the shares subject to the Option, until shares have been issued upon the exercise of the Option.

10. No Right to Continued Employment. The grant of the Option 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 Option 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 Option shall be final and binding on the Grantee and any other person claiming an interest in the Option.  

12. Withholding Taxes. 
 (a) The
Employer shall have the right, and the Grantee hereby authorizes the Employer, to deduct from all payments made hereunder and from other compensation an amount equal to the federal (including FICA), state, local and foreign taxes, social insurance,
payroll tax, contributions, payment on account obligations or other amounts required by law to be collected, withheld or accounted for with respect to the Option (the “Taxes”). The Employer will withhold shares of Company Stock
payable hereunder to satisfy the withholding obligation for Taxes 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 amount for Taxes. 
 (b) Regardless of any action
the Employer takes with respect to any such Taxes, the Grantee acknowledges that the ultimate liability for all such Taxes legally due by the Grantee is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the
Employer. The Grantee further acknowledges that the Employer (i) makes no representations or undertakings regarding the treatment of any Taxes in connection with any aspect of the Option, including the grant, vesting or exercise of the
Option, and the subsequent sale of any shares of Company Stock acquired at exercise; and (ii) does not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Grantee’s liability for
Taxes. Further, if the Grantee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, the Grantee acknowledges that the Employer (or the Grantee’s former employer, as
applicable) may be required to collect, withhold or account for Taxes in more than one jurisdiction. 
 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 Option, except, in the event of the Grantee’s death, to the executor or administrator of the estate of the
Grantee or the person or persons to whom the Grantee’s rights under the Option shall pass by will or the laws of descent and distribution. 

15. 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. 

16. No Entitlement or Claims for Compensation. In connection with the acceptance of the grant of the Option under the Grant Letter and these
Grant Conditions, the Grantee acknowledges the following: 
 (a) the Plan is established voluntarily by the Company, the grant of the
Option under the Plan is made at the discretion of the Committee and the Plan may be modified, amended, suspended or terminated by the Company at any time; 

(b) the grant of the Option under the Plan is voluntary and occasional and does not create any contractual or other right to receive
future grants of options, or benefits in lieu of them, even if options have been granted repeatedly in the past;
 (c) all decisions
with respect to future grants of options, if any, will be at the sole discretion of the Committee; 
 (d) the Grantee is voluntarily
participating in the Plan; 
 (e) the Option and any shares of Company Stock acquired under the Plan are extraordinary items that do not
constitute compensation of any kind for services of any kind rendered to the Employer (including, as applicable, the Grantee’s employer) and which are outside the scope of the Grantee’s employment contract, if any; 

(f) the Option and any shares of Company Stock acquired under the Plan are not to be considered part of the Grantee’s normal or
expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, end of service payments, bonuses, long-service awards, pension or retirement
or welfare benefits or similar payments; 
 (g) the Option and the shares of Company Stock subject to the Option are not intended to
replace any pension rights or compensation; 
 (h) the grant of the Option and the Grantee’s participation in the Plan will not be
interpreted to form an employment contract or relationship with the Employer; 
 (i) the future value of the underlying shares of
Company Stock is unknown and cannot be predicted with certainty. If the Grantee exercises the Option and acquires shares of Company Stock, the value of the acquired shares may increase or decrease, including below the exercise price. The
Grantee understands that the Company is not responsible for any foreign exchange fluctuation between the United States Dollar and the Grantee’s local currency that may affect the value of the Option or the shares of Company Stock; and 







 (j) the Grantee shall have no rights, claim or entitlement to compensation or damages as a
result of the Grantee’s cessation of employment (for any reason whatsoever, whether or not in breach of contract or local labor law or the Grantee’s employment agreement, if any), insofar as these rights, claim or entitlement arise or may
arise from the Grantee’s ceasing to have rights under or be entitled to receive shares of Company Stock under or ceasing to have the opportunity to participate in the Plan as a result of such cessation or loss or diminution in value of the
Option or any of the shares of Company Stock acquired thereunder as a result of such cessation, and the Grantee irrevocably releases the Employer from any such rights, entitlement or claim that may arise. If, notwithstanding the foregoing, any
such right or claim is found by a court of competent jurisdiction to have arisen, then the Grantee shall be deemed to have irrevocably waived the Grantee’s entitlement to pursue such rights or claim. 

17. Addendum. Notwithstanding any provisions in the Grant Conditions, the Option shall be subject to any special terms and conditions set
forth in any Addendum to this Agreement for the Grantee’s country. Moreover, if the Grantee relocates to one of the countries included in the Addendum, the special terms and conditions for such country will apply to the Grantee, to the
extent the Company determines that the application of such terms and conditions is necessary for legal or administrative reasons. The Addendum constitutes part of these Grant Conditions. 

*        *        * 







 ADDENDUM 

ARMSTRONG WORLD INDUSTRIES, INC. 

NONQUALIFIED STOCK OPTION GRANT 

Additional Terms and Conditions and Notifications 

This Addendum includes special terms and conditions that govern the Option granted to the Grantee if the Grantee resides in the countries
listed herein. These terms and conditions are in addition to the terms and conditions set forth in the Grant Conditions. This Addendum may also include information regarding certain other issues of which the Grantee should be aware with
respect to the Grantee’s participation in the Plan. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Grant Conditions (of which this Addendum is a part) and the Plan. 

Australia 
 Exercisability of Option 

Notwithstanding Section 2 (but subject to Section 3), if any installment of the Option becomes exercisable when the Fair Market Value
Per share of Company Stock is equal to or less than the per share exercise price of the Option, the Grantee shall not be permitted to exercise that installment. Such vested installment of the Option may be exercised only starting on the
business day following the first day on which the Fair Market Value per share exceeds the per share exercise price of the Option. 
 Securities Law
Disclosures 
 (a) The Grant Letter and Grant Conditions have been prepared for the purpose of providing general information,
without taking account of the Grantee’s objectives, financial situation or needs. The Grantee should, before making any decisions, consider the appropriateness of the information in the Grant Letter and Grant Conditions, and seek professional
advice, having regard to the Grantee’s objectives, financial situation and needs. 
 (b) The Company is not licensed to provide
financial product advice in Australia in relation to the Option and recommends that the Grantee read the Plan, the Grant Letter and the Grant Conditions in full before making a decision to be granted the Option. There is no cooling-off regime
in Australia that applies in respect of the grant of the Option. 
 (c) If the Grantee acquires shares of Company Stock under the Plan
and offers such shares for sale to a person or entity resident in Australia, the offer may be subject to disclosure requirements under Australian law. The Grantee should obtain legal advice on disclosure obligations prior to making any such
offer.
 Canada 
 Notwithstanding
Section 6, the Grantee may not pay the exercise price by delivering shares of Company Stock (or by attestation to ownership of shares). 







 Notwithstanding Section 12, share withholding shall not be available for satisfying the
obligation for Taxes and the Grantee must provide a payment to the Employer to cover Taxes in accordance with procedures established by the Committee. 

France 
 Language Consent. The parties
acknowledge that it is their express wish that the agreements, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English. 

Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention, ainsi que de tous documents exécutés, avis
donnés et procédures judiciaries intentées, directement ou indirectement, relativement à ou suite à la présente convention. 

Netherlands 
 The Grantee should be aware
of the Dutch insider trading rules, which may impact the sale of shares of Company Stock acquired under the Option. In particular, the Grantee may be prohibited from effecting certain share transactions if the Grantee has insider information
regarding the Company. Below is a discussion of the applicable restrictions. The Grantee is advised to read the discussion carefully to determine whether the insider rules apply to the Grantee. If it is uncertain whether the insider rules
apply, the Company recommends that the Grantee consult with his or her personal legal advisor. Please note that the Company cannot be held liable if the Grantee violates the Dutch insider rules. The Grantee is responsible for ensuring
compliance with these rules. 
 By entering into this Agreement and participating in the Plan, the Grantee acknowledges having read and
understood the notification below and acknowledges that it is his or her own responsibility to comply with the Dutch insider trading rules, as discussed herein. 

PROHIBITION AGAINST INSIDER TRADING. 

Dutch securities laws prohibit insider trading. Under Article 5.56 of the Dutch Financial Supervision Act, anyone who has “inside
information” related to the Company is prohibited from effectuating a transaction in securities in or from the Netherlands. “Inside information” is knowledge of specific information concerning the issuer to which the securities
relate that is not public and which, if published, would reasonably be expected to affect the share price, regardless of the actual effect on the price. The insider could be any employee of the Company or an affiliate in the Netherlands who has
inside information as described above. 
 Given the broad scope of the definition of inside information, certain employees of the Company
working at its Dutch affiliate may have inside information and thus, would be prohibited from effectuating a transaction in securities in the Netherlands at a time when he or she had such inside information