Armstrong World Industries Inc Current Report Filing 8

1982 Management Incentive Plan

1. Definitions

The following definitions shall apply to this Plan:

AWARD - The number of shares of the Corporation's Common Stock awarded to a Participant under the Plan for a fiscal year of the Corporation.

BOARD - The Board of Directors of the Corporation.

COMMITTEE - The Committee established to administer the Plan. It shall consist of all members of the Compensation Committee of the Board.

CORPORATION - Ex-Cell-O Corporation, a Michigan corporation, and its wholly owned subsidiaries.

COMPENSATION - Actual base salary paid to a Participant by the Corporation for a fiscal year of the Corporation.

INCENTIVE EARNINGS - The net earnings of the Corporation for the fiscal year as reported in its Consolidated Statement of Earnings included in the Annual Report to Shareholders. The Committee may, at its discretion, exclude from such net earnings the after-tax effect of any non-recurring gains or losses, and may adjust such net earnings in light of transactions occurring during the year that are not in the normal course of business.

PARTICIPANTS - Key management employees of the Corporation who have been designated by the Committee for participation in the Plan for a particular fiscal year, and employees or former employees who have received Awards under the Plan as to which conditions and restrictions are still applicable. "Participants" also includes the legal representative or beneficiary of a deceased Participant.

PERFORMANCE RATE - The rate of performance achieved by the Corporation for a fiscal year determined pursuant to Section 7 of the Plan for use with other data to calculate Awards for that fiscal year.

PERSONAL RATE - The percentage rate, which shall be a percentage not greater than 100%, assigned by the Committee to a Participant for a particular fiscal year for use with other data to calculate the Award of that Participant for the year.

PLAN - This 1982 Management Incentive Plan.

SHARE VALUE - The value assigned to the Corporation's Common Stock to calculate Awards for a fiscal year. It shall be the higher of either the book value per share at the end of a fiscal year for which Awards are being determined or a market price determined by averaging the daily closing prices of the Corporation's Common Stock on the New York Stock Exchange for a 30 calendar day period consisting of the last 15 days of the Corporation's fiscal year and the first 15 days of the next fiscal year.

SHAREHOLDERS' EQUITY - The total shareholders' equity of the Corporation for a fiscal year of the Corporation as of the beginning of the fiscal year, subject to such adjustments as the Committee may, at its discretion, make in light of transactions occurring during the year that are not in the normal course of business. Shareholders' equity as of the beginning of the year shall be the total shareholders' equity of the Corporation as of the end of the immediately preceding fiscal year as shown in its Consolidated Balance Sheet for such year included in the Annual Report to Shareholders for the fiscal year of the Corporation for which Awards are being determined under the Plan.

2. Purpose

The purpose of the Plan is to achieve sustained successful performance of the Corporation by providing an opportunity for Participants to obtain a proprietary interest in the Corporation when certain conditions are met as a reward for achieving or exceeding specified levels of earnings performance. The intent is to further the interests of the Corporation and its shareholders by motivating Participants to exert maximum positive effort for the Corporation's continuing success. Another purpose is to attract and to retain competent key management employees.

3. Effective Date, Duration and Number of Shares

Upon approval by the Corporation's shareholders, the Plan shall become effective with respect to the Corporation's fiscal year beginning December 1, 1981. Unless otherwise amended or terminated as provided in the Plan, the Plan shall be fully operational for the five fiscal years of the Corporation ending November 30, 1986, and thereafter shall continue to be effective with respect to outstanding Awards until all restrictions on such Awards expire. The number of shares of Common Stock of the Corporation available for Awards over the five-year period during which the Plan is fully operational shall be not more than 150,000 shares. Shares that are forfeited under the Plan shall again be available for award pursuant to the Plan.

4. Eligibility

Officers and key management employees of the Corporation who are in positions which permit them to contribute materially to the current and future profitability and success of the Corporation are eligible for selection by the Committee to become Participants.

5. Selection of Participants and Assignment of Personal Rates

As soon as practicable after the beginning of any fiscal year during the term of the Plan, the Committee, at its discretion, may designate Participants and assign Personal Rates for each of them for that fiscal year. During the fiscal year, the Committee, at its discretion, may designate additional Participants or change assigned Personal Rates when such action is deemed appropriate following organizational changes.

6. Revocation of Rights as a Participant

An employee who has been designated a Participant for a fiscal year shall cease to be a Participant in the Plan for such year if, before Awards are calculated and/or shares are registered in his or her name for such year, he or she ceases to be an employee of the Corporation other than as a result of death, total and permanent disability, or normal retirement at age 65, or early retirement at or after age 55 and the Committee determines, in its sole discretion, that notwithstanding such early retirement, he or she may continue as a Participant in the Plan.

7. Calculation of Performance Rate

The Performance Rate for a fiscal year of the Corporation shall be calculated according to the following formula, which uses various levels of return on Shareholders' Equity:

Actual Level minus Threshold Level = Performance
Distinguished Level minus Threshold Level Rate

The different levels of performance, as measured by return on Shareholders' Equity, for the purpose of making the above calculation, shall be as follows:

(a) Threshold Level - A return on Shareholders' Equity of 10% after income taxes. This level must be reached in any fiscal year of the Corporation before a Performance Rate can be achieved for that year.

(b) Distinguished Level - A return on Shareholders' Equity of 18 1/2% after income taxes. At this level the Performance Rate for a fiscal year of the Corporation reaches 100%.

(c) Actual Level - The actual return on Shareholders' Equity for a fiscal year of the Corporation determined by dividing Incentive Earnings for that fiscal year by Shareholders' Equity for such fiscal year. The Actual Level is the only variable rate used in calculating the Performance Rate.

8. Calculation of Awards

The Award for any fiscal year of the Corporation for each Participant for that year shall be calculated as follows:

Participant's Compensation X Personal Rate X Performance Rate = Award
Share Value

Fractions of a share of one-half or greater shall be rounded to a whole share; other fractions shall be disregarded. If there are insufficient shares available under the Plan to fulfill Awards for any year, the Awards for such year shall be reduced proportionately as determined by the Committee.

9. Notification of Awards

Within 60 days following the determination of Awards by the Committee, the Corporation shall notify each Participant of his or her Award. Awards shall be effective as of the last day of the fiscal year to which the Award pertains, herein called the "effective date of the Award."

Certificates representing shares awarded under the Plan shall be issued promptly in the name of each of the Participants to whom Awards have been made and shall bear appropriate references to the restrictions described in Section 11 of the Plan until delivery of the certificates to Participants pursuant to Section 10 of the Plan. The certificates shall be held by the Corporation as custodian until delivery of the shares is required under Section 10 of the Plan and subject to the satisfaction of the restrictions described in Section 11 of the Plan.

Shares of Common Stock of the Corporation delivered as payment of Awards under the Plan may be treasury shares or authorized, un-issued shares of Common Stock of the Corporation. The Corporation may from time to time purchase shares of its Common Stock for use in making Awards under the Plan.

10. Payment of Awards

Each Award of 100 shares or less shall be paid by delivery of the shares to the Participant with the notification of his or her Award, or promptly thereafter.

Each Award of more than 100 shares shall be paid in three installments as follows: one-third of the Award, or 100 shares, whichever is greater, shall be delivered to the Participant with the notification of his or her Award, or promptly thereafter, and one-third of the Award, or 100 shares, whichever is greater (but in no event more than the remainder, if any, of his Award), shall be delivered 45 days after the first and second anniversaries of the effective date of the Award. If the last installment of an Award is less than 100 shares, the Committee may, in its discretion, authorize payment of such installment with the preceding installment.

Until stock certificates for shares awarded under the Plan are delivered to the Participant to whom the shares have been awarded, the shares shall be subject to the restrictions described in Section 11 of this Plan. Stock certificates delivered to Participants pursuant to this Section 10 shall be free of such restrictions.

11. Restrictions on Awards

The shares of Common Stock comprising an Award shall be held by the Corporation as custodian and shall be subject to restrictions as follows:

(a) the shares may not be transferred by the Participant until delivery of the shares to the Participant in accordance with this Plan;

(b) shares held by the Corporation as custodian shall revert to the Corporation if the Participant shall:

(i) cease to be an employee of the Corporation other than as a result of death, total and permanent disability, or normal retirement at age 65, or early retirement at or after age 55 and the Committee determines, in its sole discretion, that notwithstanding such early retirement, he or she may continue as a Participant in the Plan with respect to any unpaid installment or installments of the Awards; or

(ii) communicate to any one other than the Corporation any "proprietary technology" of the Corporation without the prior written consent of the Corporation. "Proprietary technology" within the meaning of the preceding sentence shall, without limitation, include know-how, customer lists, formulae, methods, common law patents and any other intellectual property as to which the Corporation has exclusive or licensed rights entitled to protection under applicable law from use or appropriation by third parties.

If a Participant dies, becomes totally and permanently disabled, or retires at normal retirement at age 65, or retires early at or after age 55 and the Committee determines, in its sole discretion, that notwithstanding such early retirement, he or she may continue as a Participant in the Plan, the above restrictions shall continue to apply to his or her Award or Awards under the Plan as though he or she were still alive or still employed by the Corporation unless the Committee shall, in its sole discretion, accelerate the lapse of all restrictions to a date determined by the Committee.

12. Transferability of Rights

The interest of any Participant under the Plan shall not be subject, in any manner, to alienation, sale, transfer, assignment, pledge, attachment or encumbrance of any kind. Any attempt to alienate, sell, transfer, assign, pledge or otherwise encumber any such interest shall be void. If a Participant or beneficiary shall attempt to, or shall alienate, sell, transfer, assign, pledge, or otherwise encumber his or her interest under the Plan, or, if by reason of his or her bankruptcy or other event occurring at any time, such interest would devolve upon anyone else or would not be enjoyed by him or her, the Committee, in its discretion, may terminate all rights of the Participant under the Plan.

13. Administration

(a) The Committee shall have overall responsibility for administration of the Plan. The Committee shall act by a majority and any direction; order, certification or other instrument signed by any two members may be considered by any one concerned as the act of the Committee. No member of the Committee shall be eligible to participate in the Plan.

(b) Any act which this Plan authorizes the Committee to do may be done by a majority of its members at the time of the acting hereunder; and the action of such majority of the members of the Committee expressed from time to time by a vote at a meeting or in writing without a meeting shall constitute the action of the Committee and shall have the same effect for all purposes as if assented to by all of the members of the Committee at the time in office. The Committee may act notwithstanding the existence of a vacancy so long as there are at least three members of the Committee.

(c) The Committee shall not be liable with respect to any act or omission in the course of its administration of the Plan or with respect to any individual except for willful misconduct. The Committee may retain such accountants, counsel, specialists and other persons as its deems necessary or desirable in connection with the administration of the Plan. The Committee shall be entitled to rely conclusively upon, and shall be fully protected in any action taken by it in good faith in relying upon, any opinions or reports which shall be furnished to it in writing by any such accountants, counsel or other specialist. Each person who is or shall have been a member of the Committee shall be indemnified and held harmless by the Corporation, in accordance with the Bylaws of the Corporation, against and from any and all loss, cost, liability or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any action taken or failure to act under this Plan.

(d) The Vice President Finance and/or Treasurer of the Corporation shall have the responsibility for the day-to-day administration of the Plan.

(e) Each Participant may designate on a form prescribed by the Committee, one or more beneficiaries entitled to receive his or her benefits under the Plan in the event of his or her death. Such designation may be changed at any time by filing notice of such change on the form prescribed by the Committee. In the absence of an effective beneficiary designation, at the Participant's death, any benefits under the Plan shall be paid to the Participant's estate.

14. Construction

In construing the Plan, all words of singular number shall be construed to include the plural and the singular; and all words of gender shall be deemed to include the opposite gender unless the context clearly indicates a contrary intention. All questions concerning construction or effect of any provision hereof shall be determined in accordance with the laws of the State of Michigan.

15. Amendment and Termination

This Plan may be amended at any time by the Board, provided, however, that no amendment shall increase the number of shares authorized for the payment of Awards hereunder, materially increase the size of Awards that may be paid hereunder, or materially modify the requirements as to eligibility for participation in the Plan, unless such amendment is approved or ratified by the shareholders of the Corporation, nor shall any amendment modify adversely the conditions or restrictions applicable to Awards outstanding under the Plan or Awards that may be earned under the Plan for any fiscal year after Participants have been informed of their Personal Rates for such year.

The Board at any time may terminate the Plan. In the event of termination, Awards outstanding at the time of such termination shall continue to be governed by all of the provisions of the Plan, provided, however, that the Board may determine to accelerate payment of any Awards.

16. Miscellaneous

(a) All transfer restrictions, if any, imposed under applicable federal or state securities laws shall be imprinted on share certificates registered in the names of Participants.

(b) The adoption and maintenance of this Plan shall not be deemed to constitute a contract between the Corporation and its employees or any of them, or to be a consideration for, or inducement or condition of, the employment of any person. Nothing herein contained shall be deemed to give any employee the right to be retained in the employ of the Corporation or to interfere with the right of the Corporation to discharge any employee at any time, nor shall it be deemed to give the Corporation the right to require any employee to remain in its employ nor shall it interfere with any employee's right to terminate his employment at any time.

(c) The delivery of unrestricted shares to a Participant or his or her beneficiary, as required under the Plan, shall be in full satisfaction of all claims with respect to the Award which the Participant or his or her beneficiary may have against the Corporation or the Committee. This Plan shall be binding upon employees, Participants, beneficiaries, heirs, executors, administrators, distributees and assigns of the individual parties hereto and the successors and assigns of the Corporation.

(d) In the event there is any change in the total number of outstanding shares of Common Stock of the Corporation through stock dividends, or through recapitalization resulting in stock split-ups, or combinations, conversions, or exchanges of shares, or otherwise, the number of shares available for Awards under the Plan and the number of shares of any Award shall be appropriately adjusted by the Committee.

(e) To the extent that any event under the Plan requires the Corporation to withhold taxes based on income from earnings of Participants, the Corporation shall withhold any tax required to be withheld from any cash compensation payable to any such Participant. If no future cash compensation is payable to a Participant at the time any installment of an Award is delivered to him or her, the Corporation may withhold delivery of the installment until the Participant has paid to the Corporation such amount, if any, that the Corporation is required to withhold as taxes with respect to such installment.